/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210604.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, June 4, 2021, Vol. 25, No. 154 Headlines 203 HARRISON STREET: Gets OK to Hire Marcus & Millichap as Broker 381 BROADWAY REALTY: Court Nixes Disclosure Statement 413-421 20TH STREET: Lender Seeks Case Dismissal or Trustee 4354 PINEVIEW DRIVE: U.S. Trustee Unable to Appoint Committee 4712 MEADOWS ROAD: U.S. Trustee Unable to Appoint Committee ADAMIS PHARMACEUTICALS: Receives Deficiency Letter From Nasdaq AIRCASTLE LIMITED: Fitch Gives BB+(EXP) Rating on $400MM Shares ALL WHEEL DRIVE: Wins Cash Collateral Access Thru June 14 ALLERGY AND ASTHMA: Taps Richard B. Rosenblatt as Legal Counsel ASCENA RETAIL: UST Loses Bid to Stay Plan Releases Pending Appeal ATLANTA METRO: Seeks Approval to Hire Danowitz Legal as Counsel AUTOMOTORES GILDEMEISTER: Prepack Plan, Disclosures Get Court Nod AVADIM HEALTH: Files for Chapter 11 Bankruptcy Protection AZZIL GRANITE: Unsecs. to Recoup 23.49% Under Liquidation Plan BABCOCK & WILCOX: Gets $10.7M From Stock Sale to Underwriters BESTWALL LLC: Subpoenas Served on 9 Asbestos Trusts Quashed BRAD RAGAN RECYCLING: Taps Darren Mexic as Bankruptcy Attorney BRIGHT MOUNTAIN: Gets $1.5M More Under Centre Lane Credit Facility BYRNA TECHNOLOGIES: Proposes Public Offering of Common Stock CAN B CORP: Issues $1.5M Convertible Promissory Notes to Investors CARETRUST REIT: Fitch Assigns BB+ Rating on New Unsecured Notes CARLA'S PASTA: Unsecureds Will Get Up to 4% in Plan After Sale CINEMARK USA: Fitch Assigns 'B' Rating on New Unsecured Notes CLEANSPARK INC: Signs $500M Offering Agreement With H.C. Wainwright CONNECTIONS COMMUNITY: Committee Taps Polsinelli as Legal Counsel CRAVE BRANDS: Unsecureds to Be Paid in Full in 4 Months CRED INC: Court Sets Jail-Risk Deadline for Former CFO CTI BIOPHARMA: Reports $17.3M Net Loss for Quarter Ended March 31 CYPRUS MINES: Insurers Push Back on Claims Rep. Pick DECO-USA: Unsecureds to Recoup Allowed Claims in 12 Months DORIAN LPG: Posts $92.56 Million Net Income in Fiscal 2021 DOUBLE EAGLE III: Fitch Withdraws 'B' IDR Amid Notes Redemption EAGLE HOSPITALITY: Fights Bid to Have Singapore Cases Dismissed EASTERN PACIFIC: Gets OK to Hire Tepfer & Tepfer as Special Counsel EHT US1: BofA Loses Bid to Dismiss Singapore Debtors' Cases ELECTRO SALES: Gets OK to Hire RE/MAX New Heights as Broker EMERALD GRANDE: Court Nixes Suit over Botched Hotel Sale ENERGY TRANSFER: Fitch Assigns BB Rating on Preferred Units EPIC ARCADES: Taps Hoyt, Filippetti & Malaghan as Accountant EVEREST REAL ESTATE: Mackey Files 5th Ombudsman Report EVOKE PHARMA: Obtains Patent for Gimoti Nasal Spray From USPTO FLORIDA HOMESITE: U.S. Trustee Unable to Appoint Committee FRONTIER COMMUNICATIONS: Hires New CFO After Chapter 11 Exit FUTURUM COMMUNICATIONS: Seeks Cash Collateral Access Thru June 28 GBT TECHNOLOGIES: Issues $106K Convertible Note to Redstart GENCANNA GLOBAL: Insurers Directed to Produce Docs GOGO INC: All Five Proposals Approved at Annual Meeting H&S EXPRESS: Amended Plan, Disclosure Statement Win Court OK HANNON ARMSTRONG: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable HELIUS MEDICAL: Board Grants Special Stock Option Award to CEO HORSE BUTTE EQUESTRIAN: Amy Mitchell Named Subchapter V Trustee HOSPITALITY INVESTORS: U.S. Trustee Unable to Appoint Committee INFRASTRUCTURE AND ENERGY: Fitch Raises IDR to 'B', Outlook Stable J.C. PENNEY CO: Turns Over $105 Mil. Clayton Warehouse to Trustee JACQUELINE K. PIETERSE: Judgment Creditors' Rep Dropped from Suit JDS FOURTH AVENUE: Owner Files for Chapter 11 Bankruptcy Protection JOHN MCDONNELL MCPHERSON: Arbitration Proceedings Can Continue LUMEN TECHNOLOGIES: Fitch Rates $1BB Notes Due 2029 'BB' MERCY HOSPITAL: New Owner to Invest $50 Million MIND TECHNOLOGY: Reports Fiscal 2022 First Quarter Results MKS REAL ESTATE: Unsecs. to Recoup 100% in 60 Mos. at $60K Monthly MOHEGAN TRIBAL: Ray Pineault Appointed as President, CEO MUSCLEPHARM CORP: Appoints New Independent Board Member NATURALSHRIMP INC: Buys 980,000 NAS Shares From F&T Water NINE POINT: Asks Court to Grant $157.1 Mil. Priority Claim NINE POINT: May Reject Caliber Accord, Court Says NORTHERN OIL: Inks Third Amendment to Wells Fargo Credit Facility O'KIEFFE FAMILY: U.S. Trustee Unable to Appoint Committee O.P. INVESTMENT: Unsecureds at $15K or Less to Recoup 80% In Plan OFS INT'L: Gets Court Clearance for $16.5 Million Bankruptcy Loan ORIGIN AGRITECH: Posts $600K Net Loss in First Half of FY 2021 ORIGINAL RIVERFRONT: Seeks Cash Collateral Access PARADISE REDEVELOPMENT: Seeks to Tap Stanley A. Zlotoff as Counsel PARAGON OFFSHORE: Balks at $90 Million U.S. Trustee Payment Deal PARKLAND CORP: Fitch Rates CAD-Denominated Unsec. Notes 'BB' PRECISION DRILLING: Fitch Rates New Unsecured Notes Due 2029 'B+' PROOFPOINT INC: Fitch Assigns FirstTime 'B' IDR, Outlook Stable PURDUE PHARMA: Court Okays to Send Plan to Creditors for Vote PURDUE PHARMA: Genesee Suit v McKinsey Stayed Pending JPML Ruling QUOTIENT LIMITED: Provides Q4, Full Year Fiscal 2021 Results REGIONAL AMBULANCE: Seeks to Hire Fuller Frost as Accountant RT DEVELOPMENT: U.S. Trustee Unable to Appoint Committee SC SJ HOLDINGS: Fairmont San Jose Cleared to Seek Plan Votes SM ENERGY: Stockholders Approve All Proposals at Annual Meeting STA VENTURES: Seeks to Hire Hudson & Marshall as Auctioneer TELKONET INC: All Three Proposals Passed at Annual Meeting TRANSOCEAN LTD: All 12 Proposals Approved at Annual Meeting UNITED METHODIST HOMES: Fitch Lowers 2013/2014A Bonds to 'BB+' UNIVERSAL HEALTH CARE: Ruling in Advanzeon Contract Row Upheld VALENTINA CAPITAL: Seeks to Hire Spencer Fane as Legal Counsel WATERLOO AFFORDABLE: Seeks to Hire Marcus & Millichap as Broker WB SUPPLY: Committee Seeks to Hire Sullivan Hazeltine as Co-Counsel WILLIAMS TRANSPORTATION: Lender Seeks to Prohibit Cash Access WILSON COLLEGE: Fitch Alters Outlook on 'BB' IDR to Stable [^] BOOK REVIEW: Mentor X ********* 203 HARRISON STREET: Gets OK to Hire Marcus & Millichap as Broker ----------------------------------------------------------------- 203 Harrison Street Limited Partnership received approval from the U.S. Bankruptcy Court for the District of Nebraska to employ Oakbrook Terrace, Ill.-based real estate broker Marcus & Millichap Real Estate Investment Services. The Debtor requires a real estate broker to list and sell a 72-unit apartment located at 203 Harrison St., Boone, Iowa, and a 101-unit facility owned by an affiliate in Waterloo, Iowa. Marcus & Millichap will get a commission of 4 percent of the sales price. Scott Harris, senior vice president of Marcus & Millichap, disclosed in a court filing that his firm does not represent interests adverse to Debtor and its estate. The firm can be reached through: Scott D. Harris Marcus & Millichap One Mid-America Plaza, Suite 200 Oakbrook Terrace, IL 60181 Office: (630) 570-2200 About 203 Harrison Street LP Omaha-based 203 Harrison Street Limited Partnership is primarily engaged in renting and leasing real estate properties. 203 Harrison Street filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-81060) on July 22, 2019. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Thomas L. Saladino oversees the case. The Law Office of Robert V. Ginn serves as the Debtor's bankruptcy counsel. 381 BROADWAY REALTY: Court Nixes Disclosure Statement ----------------------------------------------------- Judge Martin Glenn denied approval of the Amended Disclosure Statement of 381 Broadway Realty Corp, enumerating the following reasons: 1. The May 21 Disclosure Statement is unclear on the claims and amounts that the Secured Lender is agreeing to pay and the source of funds from which the payments will be made. 2. It is unclear whether the payments by the Senior Lender for New York City secured and priority tax claims are separate and apart from the $215,000 Senior Lender Contribution that is "deemed transferred" to the Plan Administrator on the Effective Date. A fair reading of the May 21 Disclosure Statement is that those items that the Senior Lender is agreeing to pay directly are separate from the $215,000 Senior Lender Contribution. Creditors, particularly unsecured creditors, (and the Court) are entitled to clarity about the amount that will be available for distribution by the Trustee or Plan Administrator. 3. On page 12, "(ii) Class 2—General Unsecured Claims," the numbers do not compute correctly, and there is no indication whether the Trustee agrees that the $255,833.51 claim of a party who did not receive notice of the bar date should be allowed. The two amounts listed, "$77,465" and "$255,833.51" do not total "$326,860.10". Rather, the total is $333,298.51. 4. The disclosure about the IRS claim, as to which an objection has been filed, is inadequate. Claim number 1 filed by the IRS seeks a total of $83,752.42, of which $77,313.45 is claimed to be priority. This is not explained in the May 21 Disclosure Statement. 5. It appears that the Trustee or Plan Administrator and not the Secured Lender will be responsible under the Plan to pay any Priority Taxes owed to the IRS. The Disclosure Statement needs to explain more clearly what amounts and to whom payments are to be made by the Secured Lender, and what amounts and to whom payments are to be made by the Trustee or Plan Administrator. A fair reading of the May 21 Disclosure Statement does not provide unsecured creditors who will be asked to vote on the Plan an understanding of what, if any, distribution they may receive if the Plan is confirmed. 6. On page 17, in "H. Executory Contracts and Unexpired Leases," the May 21 Disclosure Statement should explain whether the Trustee believes whether any rejection damages claims may be asserted. Judge Glenn disclosed that the Trustee's Objection to Claim No. 1 of the IRS is noticed for hearing on June 17, 2021, with a response deadline of June 10, 2021. Judge Glenn said that if the IRS claim is allowed, the Debtor is administratively insolvent, and the proposed Plan is unconfirmable as a matter of law unless the Secured Lender increases the amount of the Secured Lender Contribution. If the case is administratively insolvent, it will result in the conversion of the Debtor's case to a case under Chapter 7. The Secured Lender can then move to lift the automatic stay to permit it to file (or resume) a state court foreclosure action, he added. Judge Glenn pointed out that the Court will not approve a disclosure statement in the Debtor's case until the objection to the IRS claim is resolved. The Trustee will have to file a further amended disclosure statement even if the Trustee's objection to the IRS claim is sustained. A copy of the order is available for free at https://bit.ly/3puBM2t from PacerMonitor.com. About 381 Broadway Realty 381 Broadway Realty Corp. is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a real property worth $19 million, which is located at 381 Broadway, N.Y. 381 Broadway Realty filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12605) on Nov. 6, 2020. At the time of the filing, the Debtor disclosed $19,021,000 in total assets and $23,119,091 in total liabilities. Goldberg Weprin Finkel Goldstein LLP, led by Kevin J. Nash, Esq., is the Debtor's legal counsel. Gregory Messer is the Chapter 11 trustee appointed in the Debtor's bankruptcy case. The Trustee is represented by LaMonica Herbst & Maniscalco, LLP. 413-421 20TH STREET: Lender Seeks Case Dismissal or Trustee ----------------------------------------------------------- Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Pass-Through Certificates, Series 2019-H7, asks the Bankruptcy Court for relief from the automatic stay in the Chapter 11 case of 413-421 20th Street LLC or, in the alternative, to dismiss the Debtor's case or appoint a Chapter 11 trustee. Wells Fargo is the assignee of a more than $8,000,000 loan the Debtor obtained in May 2019. The Debtor's sole property is a warehouse facility, and its sole source of income is leasing that Property to a tenant who is an insider of the Debtor. After the tenant stopped paying rent, the Debtor defaulted on the loan by failing to pay the Lender. The Lender, recognizing the Debtor's challenges arising from the pandemic, sent a draft agreement to the Debtor in which Lender offered to extend payment dates and waive default interest. Rather than accepting the agreement or proposing a revised version of that agreement, the Debtor filed its Chapter 11 case. "The Debtor has no income with which to fund reorganization. The case is administratively insolvent, and Lender has already been forced to advance postpetition insurance and real estate taxes. The Debtor has no employees, only one asset, and only a very few creditors (in its original bankruptcy schedules, the Debtor asserted that Lender was its sole creditor). This case presents a classic bad faith filing," Morgan C. Fiander, Esq., at Polsinelli PC, counsel to the Lender, noted. After the Debtor filed its Chapter 11 case, the Lender learned that the Debtor made serious misrepresentations in the Loan Agreement. To obtain the Loan, the Debtor, through its principal, Thomas McCloskey, made significant representations concerning the Debtor's financial status and its status as a "special purpose bankruptcy remote entity," Mr. Fiander disclosed. Mr. Fiander said the Debtor falsely represented it was a "Special Purpose Bankruptcy Remote Entity" as required under the Loan Agreement. For example, the Debtor represented it did not owe any debts other than minimal routine monthly debts to trade vendors. That representation was false: The Debtor has admitted in this Chapter 11 case that it owed a $250,000 construction loan from 2016 and a $200,000 construction loan from 2017 at the time it obtained the Loan from Lender. The Debtor has concealed those construction loans from the Lender after the Lender made its Loan by sending financial statements did not list those loans, Mr. Fiander added. Mr. Fiander emphasized that the circumstances in the Debtor's case strongly support dismissal. The Debtor did not file a plan of reorganization within the timeframe required by Section 362(d)(3) of the Bankruptcy Code, and does not have any reasonable chance of presenting a confirmable plan. Accordingly, the Lender asks the Court to: (a) enter an Order granting relief from the automatic stay to allow the Lender to seek the appointment of a receiver to take possession of the Property and otherwise exercise its rights under the Loan Documents, including its rights to possession of the rents, to realize on its collateral, including taking action to foreclose its lien on the Property and other collateral securing the Loan; or in the alternative, (b) enter an Order dismissing the bankruptcy case. The Lender also asks the Court to enter an order appointing a Chapter 11 Trustee if the Court does not dismiss the Debtor's case. A copy of the motion is available for free at https://bit.ly/34NuqgA from PacerMonitor.com. A telephonic hearing on the motion will be held on July 27, 2021 at 11 a.m. (ET). Written objects are due by July 6. Attorneys for Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Trust 2019-H7, Commercial Mortgage Passthrough Certificates, Series 2019-H7: Morgan C. Fiander, Esq. POLSINELLI PC 600 Third Avenue, 42nd Floor New York, NY 10016 Telephone: (212) 684-0199 Email: mfiander@polsinelli.com - and - David D. Ferguson, Esq. POLSINELLI PC 900 West 48th Place, Suite 900 Kansas City, MO 64112 Telephone: (816) 360-4311 Email: dferguson@polsinelli.com About 413-421 20th Street LLC 413-421 20th Street LLC owns a warehouse facility. It filed a Chapter 11 petition (Bankr. E.D. N.Y. Case No. 21-40515) on February 26, 2021. On the Petition Date, the Debtor disclosed $10,648,000 in total assets and $6,400,000 in estimated liabilities. The petition was signed by Thomas McCloskey, general member of TKS Group LLC. Judge Nancy Hershey Lord is assigned to the case. ROSENBERG MUSSO & WEINER, LLP is the Debtor's counsel. 4354 PINEVIEW DRIVE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The U.S. Trustee for Region 21 on June 1 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of The 4354 Pineview Drive Land Trust. About The 4354 Pineview Drive Land Trust The 4354 Pineview Drive Land Trust sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-53482) on May 3, 2021, listing under $1 million in both assets and liabilities. Judge Paul Baisi oversees the case. Kumar, Prabhu, Patel & Banerjee, LLC represents the Debtor as legal counsel. 4712 MEADOWS ROAD: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee for Region 21 on June 1 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of The 4712 Meadows Road Land Trust. About The 4712 Meadows Road Land Trust The 4712 Meadows Road Land Trust sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-53483) on May 3, 2021, listing under $1 million in both assets and liabilities. Judge Paul Baisier oversees the case. Kumar, Prabhu, Patel & Banerjee, LLC serves as the Debtor's legal counsel. ADAMIS PHARMACEUTICALS: Receives Deficiency Letter From Nasdaq -------------------------------------------------------------- Adamis Pharmaceuticals Corporation received a standard notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, because the Company did not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2021, the Company is no longer in compliance with NASDAQ Marketplace Rule 5250(c)(1), which requires timely filing of periodic reports with the Securities and Exchange Commission. The Notice also indicated that the Company has 60 calendar days to submit a plan to regain compliance and, if NASDAQ accepts the plan, NASDAQ can grant an exception of up to 180 calendar days from the Filing's due date to regain compliance. The Company may regain compliance at any time during this 180-day period upon filing with the SEC its Form 10-Q, as well as all subsequent required periodic financial reports that are due within that period. If NASDAQ does not accept the Company's plan, the Company will have the opportunity to appeal that decision to a NASDAQ Hearings Panel. The Notice was issued in accordance with standard NASDAQ procedures and has no immediate effect on the listing of the Company's common stock on the NASDAQ Capital Market. About Adamis Pharmaceuticals Adamis Pharmaceuticals Corporation -- http://www.adamispharmaceuticals.com-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including respiratory disease, allergy and opioid overdose. The company's SYMJEPI (epinephrine) Injection 0.3mg and SYMJEPI (epinephrine) Injection 0.15mg products were approved by the FDA for use in the emergency treatment of acute allergic reactions, including anaphylaxis. Adamis reported a net loss of $49.39 million for the year ended Dec. 31, 2020, compared to a net loss of $27.51 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $30.87 million in total assets, $27.37 million in total liabilities, and $3.50 million in total stockholders' equity. San Diego, California-based BDO USA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. AIRCASTLE LIMITED: Fitch Gives BB+(EXP) Rating on $400MM Shares ---------------------------------------------------------------- Fitch Ratings has assigned an expected rating of 'BB+(EXP)' to Aircastle Limited's proposed issuance of up to $400 million of fixed-rate reset perpetual cumulative preference shares. The preference shares represent unsecured obligations, ranking junior to and subordinated in right of payment to Aircastle's current and future senior indebtedness. Distributions on the preference shares are cumulative. Unless distributions have been declared and paid on the preference shares, Aircastle may not declare or pay distributions on its common shares except under certain circumstances. The preference shares are perpetual and the proceeds from the issuance will be used for general corporate purposes. Fitch has afforded the issuance 50% equity credit given the cumulative nature of the distributions, the fact that the preference shares are perpetual, and the lack of change of control provisions and events of default. KEY RATING DRIVERS PREFERENCE SHARES The expected rating is in accordance Fitch's 'Corporate Hybrids Treatment and Notching Criteria' dated Nov. 12, 2020, and reflects elevated loss severity, given the preference shares' deep subordination and heightened risk of non-performance relative to other obligations, namely unsecured debt. Per the criteria, hybrids that qualify for equity credit are deeply subordinated and typically rated at least two notches below the Issuer Default Rating (IDR). Aircastle may redeem the preference shares in whole or in part on or after Sept. 2026, during the 90-day window before each five-year reset date; However, shareholders will not have the right to require the redemption or repurchase of the preference shares. The issuer has the option to redeem the proposed preference shares in full prior to the five-year optional redemption window, in case of adverse rating agency treatment of the shares or following certain tax events. IDR AND SENIOR DEBT Aircastle's current ratings reflect a combination of the credit risk profile of Marubeni, Fitch's assessment of Aircastle's strategic importance to Marubeni and Aircastle's standalone credit risk profile. Fitch considers Aircastle to be a 'Strategically Important' subsidiary of Marubeni, as defined under the agency's 'Non-Bank Financial Institutions Rating Criteria.' Under this designation, Fitch may notch down from the institutional support provider's rating by one to two notches, or, if it will result in a higher rating, notch up by one from the standalone alone credit risk profile of the subsidiary. Fitch does not publicly rate Marubeni, but believes its credit profile does not serve as a constraint to Aircastle's current ratings. Fitch's view of Aircastle's strategic importance reflects Marubeni's majority ownership of the company, at 75%, its long-term commitment to the aviation leasing business and Aircastle more specifically (having been an investor in and board member of Aircastle since 2013), and the alignment of Aircastle's business with the broader leasing activities undertaken by Marubeni and Mizuho Leasing. Fitch believes that Aircastle bolsters Marubeni's lease and finance businesses by increasing portfolio diversification, despite being small relative to the broader organization and operating in a different jurisdiction. As a Japanese trading and investment business company, Marubeni is not a regulated entity, which suggests capital support could potentially flow to Aircastle without regulatory intervention. In addition, Fitch expects Marubeni will have adequate ability to support Aircastle's possible capital needs given its small size (approximately 12%) relative to the assets of the combined entities and Marubeni's solid FCF and liquidity. Fitch assessment of Aircastle's standalone risk profile incorporates the company's established market position as a lessor of midlife and older commercial aircraft; management's commitment to maintain net debt to tangible equity in the range of 2.5x to 3.0x; a largely unsecured funding profile with a high proportion of unencumbered assets; lower order book purchase commitments relative to peers; and strong liquidity and historical cash flow metrics. Fitch expects Aircastle's debt to tangible common equity ratio will improve to up to 2.8x pro forma for the preference share issuance down from 3.0x at the end of fiscal 2021 ended on Feb. 28, 2021. This will reduce the firm's leverage to the mid-point of its targeted leverage range. The Stable Outlook reflects Fitch's expectation that Aircastle's role as a strategically important subsidiary of Marubeni will not change substantially. The Outlook is also consistent with Fitch's expectation for a stable credit profile of Marubeni, including maintaining consistent operational and financial strategies at the Aircastle level. In accordance with Fitch Ratings' policies, the issuer appealed and provided additional information to Fitch Ratings that resulted in a rating action that is different than the original rating committee outcome. RATING SENSITIVITIES IDR, SENIOR DEBT AND PREFERREDPREFERENCE SHARES The rating on the preference shares is primarily sensitive to changes in Fitch's view of Aircastle's IDR and is expected to move in tandem. However, the preference shares rating could be downgraded by an additional notch to reflect further structural subordination should the firm consider hybrid issuances that will rank senior to the preference shares. Factors that could, individually or collectively, lead to positive rating action/upgrade on Aircastle's IDR: -- Some combination of a material improvement the credit profile of Marubeni; -- A positive change in Fitch's assessment of Aircastle's strategic importance to Marubeni such that Aircastle is deemed to be a 'core' subsidiary of Marubeni; -- An improvement in Aircastle's standalone credit profile. Factors that could, individually or collectively, lead to negative rating action/downgrade on Aircastle's IDR: -- Deterioration in Marubeni's credit profile or if Fitch's assessment of Marubeni's willingness or ability to provide timely support to Aircastle changes. This could include a material reduction in Marubeni's liquidity or cash flow generation, or a material weakening in Aircastle's stand-alone credit risk profile, any of which could reduce Marubeni's ability to extend support to Aircastle; -- A reduction in Marubeni's ownership to below 75% combined with more significant influence of Mizuho Leasing on Aircastle could reflect a reduced willingness to extend support to Aircastle, and, therefore, negatively affect ratings. Depending on the nature of these circumstances, Fitch could widen the institutional support notching or remove institutional support altogether, the latter of which would result in Aircastle being rated based on its stand-alone credit risk profile. 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. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS Aircastle's ratings are based on Fitch's assessment of institutional support provided by parent, Marubeni, and Aircastle's standalone credit profile. 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. ALL WHEEL DRIVE: Wins Cash Collateral Access Thru June 14 --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas has authorized All Wheel Drive Tuning, Inc. to use cash collateral on an interim basis through June 14, 2021, to pay for necessary expenses and be able to operate its business, complete the work-in-process and service obligations currently in progress, and service additional clients. Without the use of cash collateral, the Debtor said it would be not be able to remain open and subsequently reorganize. The Debtor owes Frost Bank approximately $80,000. The Frost Claim is collateralized by the Debtor's personal property which would constitute cash collateral, such as accounts, work in process, inventory, as well as other assets, which are estimated to be $50,000. Other creditors who assert security interests in the Debtor's collateral have claims that are junior to the Frost Claim. The Court finds that Frost Bank is adequately protected during the term of the Interim Order and that use of cash collateral is necessary to realize the value of the collateral and future revenue, and to avoid irreparable harm to the Debtor. A continued and final hearing on the Debtor's Motion is set for June 14 at 9:30 a.m. A copy of the order is available for free at https://bit.ly/3fLXnzT from PacerMonitor.com. About All Wheel Drive Tuning All Wheel Drive Tuning, Inc., owns and operates an automotive repair and maintenance facility specializing in high performance Subaru vehicles. The business suffered reduced demand and associated revenue due to the economic downturn and depressed business environment resulting from the COVID-19 pandemic. All Wheel Drive Tuning sought protection under Chapter 11 (Bankr. E.D. Tex. Case No. 21-40790) on May 27, 2021. On the Petition Date, the Debtor estimated between $100,001 and $500,000 in assets and between $500,001 and $1,000,000 in liabilities. Larry Keith Fields, president, signed the petition. Judge Brenda T. Rhoades oversees the case. SUSAN B. HERSH, P.C. is the Debtor's counsel. ALLERGY AND ASTHMA: Taps Richard B. Rosenblatt as Legal Counsel --------------------------------------------------------------- Allergy and Asthma Clinical Centers seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire the Law Offices of Richard B. Rosenblatt, PC as its legal counsel. The firm's services include: a. giving the Debtor legal advice with respect to its powers and duties under the Bankruptcy Code; b. preparing legal papers; c. preparing a disclosure statement and Chapter 11 plan of reorganization; and d. all other legal services necessary to administer the Debtor's Chapter 11 case. The firm will be paid at these rates: Richard B. Rosenblatt $350 per hour Linda M. Dorney $350 per hour Attorneys $295 per hour Paralegal $150 per hour Richard Rosenblatt, Esq., disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard B. Rosenblatt, Esq. Linda M. Dorney, Esq. The Law Offices of Richard B. Rosenblatt, P.C. 30 Courthouse Square, Suite 302 Rockville, MD 20850 Phone: (301) 838-0098 Email: rrosenblatt@rosenblattlaw.com About Allergy and Asthma Clinical Centers Allergy and Asthma Clinical Centers sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 21-13481) on May 25, 2021. At the time of the filing, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $500,000. Judge Maria Ellena Chavez-Ruark oversees the case. The Law Offices of Richard B. Rosenblatt represents the Debtor as legal counsel. ASCENA RETAIL: UST Loses Bid to Stay Plan Releases Pending Appeal ----------------------------------------------------------------- The Hon. Kevin R. Huennekens denied the request of the United States Trustee for a stay of enforcement of the third-party releases and exculpation clause pending his appeal from the order confirming the Chapter 11 exit plan of Retail Group, Inc., f/k/a Ascena Retail Group, Inc. As previously reported by the Troubled Company Reporter, counsel for the trustee argued at a hearing conducted virtually that there is a reasonable chance another court will overturn Judge Huennekens' finding that the Plan releases are permissible. But Judge Huennekens questioned the argument that a stay on the releases could be done without disrupting payments to Ascena's creditors. "How do we just redline something out without affecting everybody else? " he asked, according to a Law360 report. In his May 28 Memorandum Opinion, Judge Huennekens held that the Plan releases were granted on March 5, 2021, when the Plan became effective, more than two months prior to the hearing. There is nothing for the Court to stay pending appeal. But even assuming arguendo there were, the U.S. Trustee, the judge said, has failed to meet his burden of establishing any of the four elements necessary for a stay pending appeal. The U.S. Trustee has not demonstrated a likelihood of success on the merits. The balance of the equities weighs heavily in favor of the Debtors and all other economic stakeholders in these bankruptcy cases. The Trustee has failed to show irreparable harm in the absence of a stay. All evidence indicate that a stay would substantially harm all the Debtors' creditors and other constituencies in these cases. Finally, public interest weighs against a stay. As of the Petition Date, Ascena had approximately $1.60 billion in funded debt obligations. The indebtedness included approximately $330 million in outstanding obligations under a $500 million senior secured asset-based lending facility. The Debtors also had approximately $1.27 billion in senior secured term loan obligations, with an August 21, 2022, maturity date. As a result of negotiations with an ad hoc group of Term Lenders, Ascena was able to obtain a Restructuring Support Agreement supported by approximately 68% of the Term Lenders. The RSA would provide for a comprehensive recapitalization of the company to be implemented through a Chapter 11 plan of reorganization. Accordingly, the Debtors commenced the bankruptcy cases contemplating a balance-sheet restructuring with the support of a majority of their Term Lenders. On the first day of the Bankruptcy Cases, the Debtors laid out their strategy for reorganization as envisioned by the RSA. The Term Lenders would substantially equitize their debt and fully backstop $150 million new money financing to fund the restructuring. The ABL Lenders would be paid in full using cash on hand or proceeds from a new asset-based lending exit credit facility. Holders of general unsecured claims would receive their pro rata share from $500,000. Finally, then-existing common equity in Ascena would be canceled. The Debtors filed their Joint Chapter 11 Plan of Reorganization reflecting the terms of the RSA on July 31, 2020. A copy of the Bankruptcy Court's decision is available at https://bit.ly/3g3lIAh from Leagle.com. About Ascena Retail Group Inc. Ascena Retail Group, Inc. -- http://www.ascenaretail.com/-- was a leading specialty retailer for women and girls. It operated a portfolio of recognizable brands, which included Ann Taylor, LOFT, Lane Bryant, Catherines, Justice, Lou & Grey, and Cacique. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. At the time of filing, it had approximately 2,800 stores in the United States, Canada, and Puerto Rico serving more than 12.5 million active customers and employing nearly 40,000 employees. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC, as financial Advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC, is the claims agent. * * * In September 2020, FullBeauty Brands Operations, LLC, won an auction to acquire Ascena's Catherines intellectual property assets for a base purchase price of $40.8 million and potential upward adjustment for certain inventory. In November 2020, Ascena won approval to sell the intellectual property of its Justice Brand and other Justice brand assets to Justice Brand Holdings LLC, an entity formed by Bluestar Alliance LLC (a leading brand management company), for $90 million. The Company continues to operate its Ann Taylor, LOFT, Lane Bryant, and Lou & Grey brands as normal through a reduced number of retail stores and online. ATLANTA METRO: Seeks Approval to Hire Danowitz Legal as Counsel --------------------------------------------------------------- Atlanta Metro Greater Builders, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Danowitz Legal, PC as its bankruptcy counsel. Danowitz Legal will render these legal services: (a) prepare or amend schedules; (b) represent the Debtor in contested matters and adversary proceedings; (c) prepare a plan of reorganization and disclosure statement; and (d) perform other matters which may arise during the administration of the Debtor's Chapter 11 case. The hourly rates of Danowitz Legal's attorneys and staff are as follows: Edward F. Danowitz $375 per hour Associate Attorney $250 per hour Paralegals $125 per hour The firm has agreed to receive a pre-bankruptcy retainer of $10,000. Edward Danowitz, Esq., a member of Danowitz Legal, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Edward F. Danowitz, Esq. Danowitz Legal, PC 1640 Powers Ferry Road Building 24, Suite 350 Marietta, GA 30067 Telephone: (770) 933-0960 Email: Edanowitz@DanowitzLegal.com About Atlanta Metro Greater Builders Marletta, Ga.-based Atlanta Metro Greater Builders, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-54171) on May 31, 2021. Eric Fair, managing member, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Danowitz Legal, PC serves as the Debtor's legal counsel. AUTOMOTORES GILDEMEISTER: Prepack Plan, Disclosures Get Court Nod ----------------------------------------------------------------- Judge Lisa G. Beckerman confirmed the Joint Prepackaged Chapter 11 Plan of Reorganization of Automotores Gildemeister SpA and approved its related Disclosure Statement. Judge Beckerman ruled, based on the findings of facts and conclusions of law, that: 1. The Disclosure Statement complies in all respects with any disclosure requirements of any applicable non-bankruptcy law, and contains adequate information with respect to the Debtors, the Plan and the transactions contemplated therein. 2. The documents contained in the Plan Supplement, the execution, delivery and performance thereof by the Debtors and the Reorganized Debtors are authorized and approved. 3. Upon the occurrence of the Plan Effective Date, the terms of the Plan and the Plan Supplement shall be immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized Debtors, the Depository Trust Company, applicable custodians, applicable nominees, the Indenture Trustees, the Collateral Agent, any other applicable trustee, all Holders of Claims or Interests, all Entities that are parties to or are subject to the settlements, compromises, releases, discharges, and injunctions described in the Plan, each Entity acquiring property under the Plan, and all non-Debtor parties to Executory Contracts and Unexpired Leases with the Debtors. 4. On the Plan Effective Date, all property in each Estate and all Causes of Action, and any property acquired by or transferred to any of the Debtors under the Plan (all of which transfers are approved) shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances. 5. On and after the Plan Effective Date, the Reorganized Debtors may operate their businesses and may use, acquire, or dispose of property and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules. 6. Deutsche Bank Trust Company Americas, in its capacity as trustee for the 2021 8.25% Notes Indenture and 2023 Notes Indenture, is authorized to change the minimum denominations for notes issued thereunder from $100,000 to $1,000, consistent with that certain letter from Automotores Gildemeister S.A. to DTC dated December 21, 2015, and to transmit the change to DTC. In such connection, the Debtors are authorized to indemnify, hold harmless and defend Deutsche Bank Trust Company Americas and DTC. A copy of the Findings of Facts is available for free at https://bit.ly/3ieubDg from PacerMonitor.com. 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. 21-10685) 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, Diez, Perez-Cotapos and Bruzzone & Gonzalez 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. AVADIM HEALTH: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- According to RKC, Avadim Health Inc., which makes topical foams, sprays and towelettes under Theraworx, Phuel and Combat One brands, filed for bankruptcy protection with secured lenders led by Hayfin Capital Management LLP positioned as the lead bidders in a sale process. The Asheville, N.C.-based business filed for chapter 11 Monday in the U.S. Bankruptcy Court in Wilmington, Del., to sell itself after a planned public offering in early 2020 was called off. Despite quadrupling sales in recent years, Avadim never turned a profit. About Avadim Health Avadim Health, Inc., a healthcare and wellness company, develops, manufactures, and markets topical products for the institutional care and consumer markets. The company was formerly known as Avadim Technologies Inc and changed its name to Avadim Health, Inc. in September 2018. Avadim Health, Inc. was founded in 2007 and is based in Asheville, North Carolina. Avadim Health Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10883) on June 1, 2021. In the petition signed by CRO Keith Daniels, Avadim estimated assets of between $10 million and $50 million and estimated liabilities of between $100 million and $500 million. Laura Davis Jones Pachulski Stang of Ziehl & Jones LLP is the Debtor's counsel. AZZIL GRANITE: Unsecs. to Recoup 23.49% Under Liquidation Plan -------------------------------------------------------------- Azzil Granite Materials, LLC, and Magnolia Associates, LLC, filed, on May 28, 2021, a Second Amended Joint Disclosure Statement in support of their Plan of Orderly Liquidation. The Debtors were formed in connection with the January 2016 purchase of a 160-acre granite quarry property located at 9025 State Route 4, Whitehall, New York. Magnolia Associates is the fee owner of the real property and Azzil Granite is the licensed operator for the Quarry. Because of the numerous financial and operational difficulties experienced by Azzil, Azzil found itself with insufficient funding to continue normal operations. After considering a number of alternatives, Azzil and Magnolia determined to seek out a purchaser for the Quarry and its operations. The Debtors were previously engaged in extensive negotiations with U.S. Concrete to reach an agreement on the terms of a sale of the assets of Magnolia and Azzil. U.S. Concrete advised that, because of the outstanding debts of Azzil and Magnolia, U.S. Concrete would only be prepared to purchase the assets of those companies through a bankruptcy proceeding. U.S. Concrete, however, terminated its pursuit of the purchase of the assets of Debtors Azzil and Magnolia. The Debtors' Plan of Orderly Liquidation is the mechanism by which the Quarry will be sold and the proceeds distributed to creditors, pursuant to the priorities set forth in the Bankruptcy Code. On the Effective Date of the Plan, the assets of the Estate will vest in the Liquidating Estate and the Plan Administrator will be authorized to liquidate the Assets of the Debtor. Plan Funding The funds utilized to make cash payments under the Plan will be primarily generated from a sale of the Quarry and related assets owned by the Debtors. The Quarry is the subject of remediation efforts, being funded by Zurich American Insurance Company. The Debtors believe that the value of the Quarry and related assets is between $10,000,000 and $20,000,000. In addition, the Debtors are pursuing certain claims against New York and Atlantic Railroad and related parties. This litigation is being handled on a contingency fee basis and the Debtors expect a significant recovery on this litigation. Unsecured Claims Each Holder of an Allowed General Unsecured Claim in Class 2 shall receive a Pro Rata share of the Net Estate Assets, which include net proceeds from Causes of Action, following the payment in full of all Allowed Administrative Claims, Allowed Claims in Class 1, if any, and PostConfirmation Expenses. The amounts that will be collected from the causes of action and any other remaining assets of the estate is uncertain, as are the amounts of Allowed Class 2 Claims. The total of Unsecured Claims scheduled and filed is $72,238,322. The Debtors believe that the actual claims against the Estate will be much lower. A number of the larger claims are disputed and appear to be duplicates and a portion of some of the larger claims are contingent or unliquidated. The Debtors are beginning a comprehensive review of the claims filed and expect to be able to provide a meaningful estimate of the claims against this Estate prior to the time of confirmation of the Plan. The Debtors estimate that the allowed Unsecured Claims against the bankruptcy estates will be in the range of $52,000,000. Class 2 is Impaired and Holders of Class 2 Claims are entitled to vote to accept or reject the Plan. Chapter 11 Estimated Distribution to Creditors Gross proceeds from Sale of Property: $17,000,000 Net Sale Proceeds: $16,000,000 Minus repayment of Zurich post-petition loans: $2,100,000 Payment to J.R. Vinagro: $684,556 Net assets available: $13,215,444 Less administrative expenses and fees: $1,000,000 Net available for unsecured creditors: $12,215,444 $12,215,444 divided by $52,000,000 Recovery to Class 2 Claims 23.49% J.R. Vinargo Corporation's claim for $684,556 consists of charges for crushing services and other ancillary and incident equipment and work performed on the Property. Zurich has loaned the Debtors, during the course of their Chapter 11 cases, approximately $2,100,000, which is secured by a lien on the Property and a superpriority administrative expense claim. Upon the Effective Date of the Plan, Robert S. Dowd, Esq. shall be appointed as Plan Administrator, subject to the approval of the Bankruptcy Court pursuant to the Confirmation Order The deadline to file ballots to vote to accept or reject the Plan is 4 p.m. on July 8, 2021. The deadline to file objections to the Plan is 4 p.m. on July 8, 2021. The hearing to consider confirmation of the Plan is on July 15, 2021 at 11 a.m. A copy of the Second Amended Joint Disclosure Statement is available for free at https://bit.ly/3vS4Pza from PacerMonitor.com. About Azzil Granite Materials Azzil Granite Materials LLC -- an affiliate of Hackettstown, N.J.-based Lizza Equipment Leasing, LLC -- is a supplier of high friction granite aggregates for the New York City and Long Island market. Magnolia Associates LLC, another affiliate of Lizza Equipment Leasing, owns a 134-acre property with quarry located in White Hall, N.Y., which is valued by the company at $15 million. On June 12, 2019, Lizza Equipment Leasing sought Chapter 11 protection, together with Azzil Granite Materials (Bankr. D.N.J 19-21764) and Magnolia Associates LLC (Bankr. D.N.J. 19-21766) in the U.S. Bankruptcy Court for the District of New Jersey. Their cases are jointly administered under Lizza Equipment Leasing (Bankr. D.N.J. Lead Case No. 19-21763). In the petitions signed by Carl J. Lizza, co-managing member, Lizza Equipment Leasing disclosed $90 in assets and liabilities of $987,830; Azzil Granite Materials disclosed total assets of $813,825 and total liabilities of $23,859,263; and Magnolia Associates disclosed total assets of$15,317,480, and total liabilities of $13,137,533. Judge Michael B. Kaplan oversees the cases. Daniel M. Stolz, Esq., at Wasserman Jurista & Stolz, P.C., is the Debtors' bankruptcy counsel. Lizza Equipment won confirmation of its Liquidating Plan on Nov. 6, 2020. BABCOCK & WILCOX: Gets $10.7M From Stock Sale to Underwriters ------------------------------------------------------------- Underwriters represented by B. Riley Securities, Inc. under its agreement dated May 4, 2021, with Babcock & Wilcox Enterprises, Inc. exercised their option to purchase 444,700 shares of preferred stock of the Company. The issuance of Preferred Stock was completed on May 26, 2021 and the Company received net proceeds of $10,672,800 from the sale pursuant to the Underwriters' option, after deducting underwriting commission and expenses. On May 7, 2021, the Company closed an underwritten public offering of 4,000,000 shares of its 7.75% Series A Cumulative Perpetual Preferred Stock. The offering was conducted pursuant to the May 4 underwriting agreement. Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to 600,000 additional shares of Preferred Stock. The shares of Preferred Stock sold pursuant to the Underwriters' option were offered under to the Company's shelf registration statement on Form S-3 (Registration No. 333-255428) initially filed with the Commission on April 22, 2020 and declared effective by the Commission on April 30, 2021. A final prospectus supplement relating to the offering was filed with the Commission on May 6, 2021. About Babcock & Wilcox Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a growing, globally-focused renewable, environmental and thermal technologies provider with decades of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers. B&W's innovative products and services are organized into three market-facing segments which changed in the third quarter of 2020 as part of the Company's strategic, market-focused organizational and re-branding initiative to accelerate growth and provide stakeholders improved visibility into its renewable and environmental growth platforms. Babcock & Wilcox reported net losses of $10.30 million in 2020, $129.04 million in 2019, $724.86 million in 2018, $379.01 million in 2017, and $115.08 million in 2016. As of March 31, 2021, the Company had $582.36 million in total assets, $777.80 million in total liabilities, and a total stockholders' deficit of $195.44 million. BESTWALL LLC: Subpoenas Served on 9 Asbestos Trusts Quashed ----------------------------------------------------------- Delaware District Judge Colm F. Connolly granted the request of nine asbestos settlement trusts to quash subpoenas, which have been served upon them and the Delaware Claims Processing Facility, by Bestwall LLC, seeking production of electronically stored claimant information. Judge Connolly acknowledged that Bestwell has demonstrated a legitimate purpose in requesting the Claimant data to aid in plan formulation and estimation proceedings, and the protections set in place by the Bankruptcy Court for the Western District of North Carolina, where Bestwall's Chapter 11 case is pending, will go a long way toward protecting Trust Claimants' sensitive data. However, Judge Connolly continued, Bestwell has not sought relief from the bankruptcy court that issued the orders establishing and governing the Settlement Trusts. It appears that additional safeguards must be included in order to comply with previous protections granted by the Delaware Bankruptcy Court in those cases, including, but not limited to, appointment of an independent facilitator to oversee production, he said. The Motion to Quash is granted without prejudice to Bestwell's right to seek reissuance of the subpoenas seeking a narrower document production that is consistent with the protections afforded by the Bankruptcy Court, Judge Connolly ruled. Judge Connolly also denied Bestwall's Motion to Transfer Proceedings and Supplemental Motion to Transfer Proceedings, which together seek orders transferring all of the Motions to Quash to the North Carolina Bankruptcy Court. A copy of the District Court's June 1, 2021 Memorandum is available at https://bit.ly/3ieerjV from Leagle.com. The Trusts are: * Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust; * Celotex Asbestos Settlement Trust; * Flintkote Asbestos Trust; * Pittsburgh Corning Corporation Personal Injury Settlement Trust; * WRG Asbestos PI Trust; * Federal-Mogul Asbestos Personal Injury Trust; * Babcock & Wilcox Company Asbestos PI Trust; * United States Gypsum Asbestos Personal Injury Settlement Trust; and * Owens Corning/Fibreboard Asbestos Personal Injury Trust. Beth Moskow-Schnoll -- moskowb@ballardspahr.com -- at Ballard Spahr LLP in Wilmington, Del., serves as counsel to the Trusts. About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos. The manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC develops, manufactures, sells and distributes gypsum plaster products. Bestwall sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017, in an effort to equitably and permanently resolve all its current and future asbestos claims. The Debtor estimated assets and debt of $500 million to $1 billion. It has no funded indebtedness. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel, Robinson Bradshaw & Hinson P.A. as local counsel, Schachter Harris LLP as special litigation counsel for medicine science issues, King & Spalding as special counsel for asbestos matters, and Bates White LLC as asbestos consultant. Donlin Recano LLC is the claims and noticing agent. On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an official committee of asbestos claimants in the Debtor's case. The committee retained Montgomery McCracken Walker & Rhoads LLP as its legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD Thompson Law as local counsel, and FTI Consulting, Inc., as financial advisor. On Feb. 22, 2018, the court approved the appointment of Sander L. Esserman as the future claimants' representative in the Debtor's case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP as his legal counsel and Alexander Ricks PLLC as his North Carolina counsel. BRAD RAGAN RECYCLING: Taps Darren Mexic as Bankruptcy Attorney -------------------------------------------------------------- Brad Ragan Recycling Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Darren Mexic, Esq., an attorney practicing in White House, Tenn. Mr. Mexic will render these services: (a) serve as attorney of record in all aspects of the Debtor's Chapter 11 case except those for which a special counsel for conflicts is employed, and in any adversary proceedings commenced in connection with the case; (b) consult with the U.S. trustee, committee and its legal counsel, creditors and other parties in interest concerning the administration of the case; (c) take all necessary steps to protect and preserve the Debtor's estate; (d) assist the Debtor in the plan confirmation process; (e) provide advice regarding the Debtor's business matters; and (f) provide all other legal services required by the Debtor and assist the Debtor in discharging its duties in connection with its bankruptcy case. The attorney will be paid at the rate of $175 per hour. Mr. Mexic disclosed in a court filing that he is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Mr. Mexic can be reached at: Darren K. Mexic, Esq. P.O. Box 594 White House, TN 37188 Tel: 270-418-9633 Email: darren@darrenmexiclaw.com About Brad Ragan Recycling Brad Ragan Recycling Inc., a Glasgow, Ky.-based manufacturer of rubber products, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 21-10305) on May 1, 2021. Brad Ragan, the majority owner and president, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $1 million and total liabilities of up to 10 million. Judge Joan A. Lloyd oversees the case. Darren K. Mexic, Esq. serves as the Debtor's legal counsel. BRIGHT MOUNTAIN: Gets $1.5M More Under Centre Lane Credit Facility ------------------------------------------------------------------ Bright Mountain Media, Inc. and its subsidiaries CL Media Holdings LLC, Bright Mountain Media, Inc., Bright Mountain LLC, MediaHouse, Inc. entered into a Second Amendment to Amended and Restated Senior Secured Credit Agreement. The Company and its subsidiaries are parties to a credit agreement between themselves and Centre Lane Partners Master Credit Fund II, L.P. as Administrative Agent and Collateral Agent dated June 5, 2020, as amended. The Credit Agreement was amended to provide for an additional loan amount of $1.5 million. This term loan shall be repaid in increasing monthly installments beginning on June 30, 2021 from $150,000 to $262,500 through Dec. 31, 2021. The Company, at its option, can prepay on or before Sept. 30, 2021. If it chooses to prepay the Loan, there would be an Exit Fee of $300,000 due and payable on or before Sept. 30, 2021. In the event, the Company does not decide to prepay the Loan and take it to maturity, Dec. 31, 2021, there will be an Exit Fee of $750,000 which will be added and capitalized to the principal amount of the original loan and the original loan terms apply. The Company pledged 3 million shares of its common stock as collateral for the investment . About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- www.brightmountainmedia.com -- is an end-to-end digital media and advertising services platform, efficiently connecting brands with targeted consumer demographics. In addition to its corporate website, the Company owns and/or manages 24 websites which are customized to provide its niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information and news that the Company believes may be of interest to them. The Company also owns an ad network which was acquired in September 2017. Bright Mountain reported a net loss of $3.40 million for the year ended Dec. 31, 2019, compared to a net loss of $5.22 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $42.77 million in total assets, $29.92 million in total liabilities, and $12.85 million in total shareholders' equity. EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 14, 2020, citing that the Company has experienced recurring net losses, cash outflows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BYRNA TECHNOLOGIES: Proposes Public Offering of Common Stock ------------------------------------------------------------ Byrna Technologies Inc. has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission relating to a proposed public offering of its common stock. The Company currently expects an offering size of approximately $50 million, although the offering size, number of shares to be offered and the offering price for the proposed offering have not yet been determined. Byrna intends to use the net proceeds from the proposed offering for working capital and other general corporate purposes. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering. Raymond James & Associates, Inc. will act as lead book-running manager, B. Riley Securities, Inc. will act as book-running manager and Ladenburg Thalmann & Co. will act as co-manager for the proposed offering. The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus may be obtained, when available, from Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716, Attention: Equity Syndicate, (800) 248-8863, prospectus@raymondjames.com. A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy these securities be accepted prior to the time that the registration statement becomes effective. About Byrna Technologies Headquartered in Byrna Technologies Inc. -- www.byrna.com -- is a less-lethal defense technology company, specializing in innovative next generation solutions for security situations that do not require the use of lethal force. Its primary focus is its Byrna line of products, launched in 2019, which the Company sells directly to U.S. consumers through its Byrna e-commerce site, as well as to dealers and distributors primarily in the United States and South Africa. Byrna Technologies reported a net loss of $12.55 million for the year ended Nov. 30, 2020, a net loss of $4.41 million for the fiscal year ended Nov. 30, 2019, a net loss of $2.15 million for the fiscal year ended Nov. 30, 2018, and a net loss of $2.8 million for the fiscal year ended Nov. 30, 2017. As of Nov. 30, 2020, the Company had $21.22 million in total assets, $12.81 million in total liabilities, and $8.41 million in total stockholders' equity. CAN B CORP: Issues $1.5M Convertible Promissory Notes to Investors ------------------------------------------------------------------ Can B Corp. entered into a securities purchase agreement with a group of institutional investors for the sale of convertible promissory notes. The transaction contemplated by the Purchase Agreement closed on May 24, 2021. Pursuant to the Purchase Agreement, the Company issued Original Issue Discount Senior Secured Convertible Promissory Notes with the aggregate principal amount of $1,500,000 and warrants to purchase up to an aggregate of 1,923,087 shares of the Company's common stock to the Investors and entered into a Registration Rights Agreement, an Addendum to Security Agreement, an Addendum to Intellectual Property Security Agreement, and an Addendum to Subsidiary Guaranty Agreement. The Investors purchased the Notes, Warrants, and an aggregate of 221,096 commitment shares of the Company's common stock for a total purchase price equal to $1,350,000. The Notes will accrue interest at a rate of 12% per annum, and this interest will be payable quarterly in cash or shares (subject to certain conditions) beginning on July 1, 2021. The Notes mature on Jan. 31, 2022. The Company's obligations under the Notes are secured by all of the assets, including intellectual property, of the Company and its subsidiaries. The Company's obligations under the Notes are also guaranteed by the Company's subsidiaries, Duramed Inc., Duramed MI, LLC, Pivt Labs, LLC, Pure Health Products, LLC, Imbibe Wellness Solutions, LLC, Botanical Biotech, LLC, and Green Grow Farms, Inc. The Notes are convertible into common shares of the Company at a rate equal to $0.39 per share. The conversion price of the Notes may be adjusted upon the occurrence of certain events and may be declared immediately due and payable by the Investors in the event the Company defaults on any terms of the Notes or the other Transaction Documents. The Notes contain provisions limiting each Investor's ability to convert any portion of its Note if such conversion would cause the Investor's holdings in the Company to exceed 4.99% of the Company's issued and outstanding shares of common stock, which limit may be waived but under no circumstances may any Investor convert any portion of a Note that would cause the Investor's holdings to exceed 9.99% of the Company's issued and outstanding shares of common stock. The Company also agreed to register shares converted by Investors, warrant shares and commitment shares under one or more registration statements filed with the Securities and Exchange Commission. The Warrants are exercisable at a price of $0.45 per share or via cashless exercise in the event that the warrants are not registered within 180 days. The Warrants terminate on May 17, 2024. The Warrants contain provisions limiting each Investor's ability to exercise the Warrants if such exercise would cause the Investor's holdings in the Company to exceed 4.99% of the Company's issued and outstanding shares of common stock, which limit may be waived but under no circumstances may any Investor exercise any Warrants that would cause the Investor's holdings to exceed 9.99% of the Company's issued and outstanding shares of common stock. The Transaction Documents contain other covenants and restrictions common with this type of transaction, including but not limited to, true-up, anti-dilution, most favored nation and future participation clauses. Acquisition of Equipment On April 9, 2021 and April 21, 2021, respectively, the Company acquired various pieces of equipment, including but not limited to combines, grapplers, forage wagons, a semi-tractor/trailer, mowers, and materials relating thereto. The equipment was purchased at auctions on behalf for a total purchase price of approximately $160,165. The assets had been seized by the bank of Colorado from affiliates of Brad Lebsock, the president of the Company's subsidiary, Botanical Biotech, LLC, for debt owed the bank. The Company was able to obtain these assets at a discount through the auction and are intended to be used in its future farming operations. About Can B Corp Headquartered in Hicksville New York, Canbiola, Inc. (now known as Can B Corp) -- http://www.canbiola.com-- develops, produces, and sells products and delivery devices containing CBD. Cannabidiol ("CBD") is one of nearly 85 naturally occurring compounds (cannabinoids) found in industrial hemp (it is also contained in marijuana). The Company's products contain CBD derived from Hemp and include products such as oils, creams, moisturizers, isolate, and gel caps. In addition to offering white labeled products, Canbiola has developed its own line of proprietary products, as well as seeking synergistic value through acquisitions of products and brands in the Hemp industry. Can B Corp. reported a loss and comprehensive loss of $5.72 million for the year ended Dec. 31, 2020, compared to a loss and comprehensive loss of $5.90 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $6.87 million in total assets, $2.19 million in total liabilities, and $4.68 million in total stockholders' equity. Hauppauge, NY-based BMKR, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 12, 2021, citing that the Company incurred a net loss of $5,851,512 during the year ended December 31, 2020 and as of that date, had an accumulated deficit of 30,521,025. Due to recurring losses from operations and the accumulated deficit the Company has stated that substantial doubt exists about the Company's ability to continue as a going concern. CARETRUST REIT: Fitch Assigns BB+ Rating on New Unsecured Notes --------------------------------------------------------------- Fitch Ratings has assigned CTR Partnership L.P.'s (CareTrust REIT, Inc.'s [CTRE] operating partnership) proposed senior unsecured notes 'BB+' ratings. Fitch expects the proceeds will be used to refinance its senior notes due 2025, to repay some of the balance under its revolving credit facility (RCF) and for general corporate purposes. CTRE is a healthcare REIT whose portfolio includes skilled nursing facilities (SNFs; 70% of rent at March 31, 2021), multi-service campuses (17%) and senior housing facilities (14%). The 'BB+' ratings and Stable Outlook reflect the issuer's strong financial metrics, high operator lease coverage and unsecured borrowing strategy. These strengths are partially offset by the company's notable tenant concentration and focus on SNF, its mixed track record in underwriting, and below-average access to capital. The ratings and Outlook also reflect Fitch's view that CTRE's long-term rental income risk profile, primarily generated from SNFs, has been largely unchanged by the coronavirus pandemic. KEY RATING DRIVERS High Quality Tenant Balances Concentration: CTRE has diversified its portfolio, acquiring 153 properties since its spinoff from The Ensign Group, Inc. (Ensign) in 2014. However, Ensign still represented around 31% of rental revenues as of March 31, 2021, and Fitch expects additional acquisitions to drive the exposure to the former parent to the mid-20% range by 2023. Ensign's strong credit profile and healthy lease coverage balance the tenant concentration risk (EBITDAR coverage excluding CARES Act grants was 3.62x 2020). Overall, the top five tenants made up around 62% of rental revenues as of March 31, 2021, which is a significant concentration for a healthcare REIT. A deterioration in the ability of one or more of these major tenants to honor their leases could have a material impact on CTRE's credit quality. Diversification a Net Positive: Fitch views CTRE's efforts to improve tenant diversification as a net credit positive, notwithstanding generally weaker coverage for new tenants and some initial operator selection missteps. Reducing its exposure to Ensign has lessened company-specific counterparty risk. However, new leases have been at lower coverage ratios, implying less cash flow to honor rental payments. Moreover, CTRE is still establishing its track record in underwriting and managing a portfolio of non-Ensign counterparties. Healthy Lease Coverage: Pre-pandemic portfolio EBITDAR coverage dropped as low as 1.7x in 2Q17 from around 1.9x in mid-2015 but recovered to around 1.9x in 1Q20 before the effects of the pandemic, in part due to recent lease amendments and sale of troubled assets. Notably, portfolio coverage has increased slightly throughout the pandemic to 2.1x at43Q20, as many of CTRE's operators were able to claim higher Medicare reimbursements for the care of Covid-19 positive patients. Coverage including government grants meant to support operators amid the pandemic was around 2.5x (amortizing CARES Act grants over 15-month period). Ensign's lease coverage has grown steadily, to over 3.6x by 4Q20 from 1.9x at the 2014 CTRE spinoff. Fitch estimates that Ensign's strong coverage metrics contribute to healthy lease coverage for CTRE that exceeds most higher-rated healthcare REIT peers. However, excluding Ensign properties, Fitch estimates coverage for the remaining portfolio at roughly 1.4x at 4Q20, which is more in line with peers. This metric has deteriorated for the entire triple-net lease senior housing and SNF sectors in recent years due to softening volumes, labor cost pressures and contractual rent escalators. Mixed Underwriting Track Record: CTRE encountered some challenges related to new tenant operators in late-2019 and early-2020. In 3Q19, CTRE transitioned several troubled SNFs operated by Trillium Healthcare Group and cut Trio Healthcare's rent. Trillium and Trio have been working to stabilize operations of Ohio-based assets previously operated by Pristine Senior Living since 2017-2018. In addition, in 1Q20, CTRE sold six SNFs formerly leased to Metron Integrated Health Systems after the tenant stopped paying rent in response to an assessment of overpayment in Medicaid funds by the State of Michigan. CTRE had purchased the Metron assets in early 2018. Long-Term Rental Income Risk Unchanged: Fitch takes a through-the-cycle approach to its ratings and views the long-term rental income risk profile of REITs' skilled nursing portfolios as largely unchanged by the coronavirus pandemic. Occupancy rates have declined meaningfully since 1Q20, but Fitch believes that SNFs retain their place in the continuum of care in the U.S. healthcare system. Fitch believes sufficient volumes of need-driven and complex post-acute care will continue to be best delivered in a SNF setting. Fitch considers the current declines in occupancy rates temporary and expect an eventual restoration of operating fundamentals. SNF profitability has been challenged since the onset of the pandemic, as occupancy declined and operating expenses have increased. Occupancy declines have primarily been driven by decelerations in move-ins (in particular, due to fewer elective surgeries) and stable move-outs. Caring for Covid-19 patients has provided some reprieve, as these are reimbursed by higher Medicare and private insurance rates. However, higher operating expenses are mostly associated with personal protective equipment, overtime hours, HERO bonuses, and hiring higher-cost agency/temporary staff to fill labor shortages. Lease-coverage ratios for skilled nursing portfolios were under pressure for much of the past decade due to changes to Medicare reimbursement rates (i.e. a large one-time reduction and modest growth thereafter), patients' and payors' focus on shifting care to lower cost settings and growth in labor expenses and contractual rent escalators. Operators' coverage and FCF profiles generally had limited cushion to withstand a shock as severe as the pandemic. Prior to the pandemic, the outlook for operators was incrementally more positive than it had been due to Medicare rate increases, the Patient Driven Payment Model (PDPM) program that would reduce administrative costs and facilitate economies of scale in delivering therapy, and the long-term demographic tailwind. However, these modest improvements did not materialize sufficiently to offset the pandemic's immediate impact. Rent Reductions Likely: There is significant uncertainty about the speed of a recovery in tenant profitability. The extent of government aid to SNFs has far exceeded Fitch's expectations at the onset of the pandemic and has been the main driver of healthcare REITs' high rent-collection rates from their SNF portfolios. Similarly, various government programs, including forgivable loans under the Paycheck Protection Program and CARES Act grants, which exclude purely independent living facilities, have provided liquidity to senior housing operators. Fitch does not assume any incremental government relief beyond what has been committed to date. This heightens the risk that some operators might require significant rent relief before occupancy and, consequently, underlying cash flows recover to pre-coronavirus levels. Since leases tend to be the largest form of financing and one of the largest expenses for operators, REITs are an obvious partner to provide relief if government funding runs out before underlying cash flows rebound to pre-coronavirus levels. Meaningful Leverage Headroom: Fitch expects CTRE to operate with leverage in the 4x-5x range through the cycle, which is consistent with the company's public financial policy. CTRE net debt to recurring operating EBTIDA was 3.3x for the year ending Dec. 31, 2020 and still below 4x for the quarter ended March 31, 2021, resulting in ample headroom to make debt-funded acquisitions and absorb possible rent reductions while maintaining leverage below Fitch's 5.0x negative rating sensitivity. Fitch expects the coronavirus pandemic to exacerbate financial issues for weaker tenants, which could accelerate lease amendments and rent reductions. Fitch's rating case for the company assumes that one-third of operators will need permanent rent cuts of around one-third to stabilize rents in the long term, which is equal to a permanent rent reduction of 10% starting in 2021. Notably, CTRE derived roughly 29% of pre-pandemic rents and 28% of 4Q20 rents from tenants with EBITDAR coverage ratios of 1.0x or lower (excluding CARES Act grants). Fitch's rating case projections also assume temporary, one-time rent relief of 4% of 2021 revenues, as the remaining SNF and senior housing operators' (excluding Ensign Group) underlying net operating income recovers to pre-pandemic levels. Less Established Capital Access: Fitch views CTRE's relative access to capital to be less established than higher-rated REIT peers, notwithstanding its demonstrated access to the capital markets through several common stock offerings, at-the-market programs, and a public bond offering. The issuer refinanced its credit facility in early 2019 with improved pricing and larger capacity for both its revolver and term loans and refinanced its unsecured notes in 2017. Demonstrating consistent and appropriate access to a variety of different capital sources is a hallmark of higher rated REIT issuers. Recovery Ratings: In accordance with Fitch's Recovery Rating (RR) methodology, Fitch rates the CTRE's senior unsecured debt at 'BB+'/'RR4', which is in line with the company's Issuer Default Rating (IDR). The 'RR4' reflects average recovery prospects in a distressed scenario. DERIVATION SUMMARY CTRE's ratings reflect its strong financial metrics, above-average operator lease coverage, and unsecured borrowing strategy. These strengths are partially offset by below-average capital access, regional and tenant concentration, the issuer's focus on SNF, and an immature debt capital stack given debt maturity concentrations. Relative to its SNF-focused peers Sabra Health Care REIT Inc. (SBRA; BBB-/Stable) and Omega Healthcare Investors Inc. (OHI; BBB-/Stable), CTRE has a comparable leverage policy and Fitch's ratings are based on the issuer's policy, not current leverage given its public comments about the long-term capitalization. CTRE also has less established access to capital than investment-grade healthcare REITs. CTRE has a higher tenant concentration than its peers, which is partially offset by Ensign's robust coverage metrics. While the Ensign assets contribute to overall healthy portfolio lease coverage, Fitch believes this obscures the average performance of non-Ensign properties. CTRE has sought to diversify via acquisitions. However, CTRE's underwriting performance may be weaker than peers considering the continued underperformance of some non-Ensign properties. CTRE's SNF exposure is a credit concern due to sector headwinds and is comparable with SBRA but lower than OHI. CTRE is comparable with National Healthcare Investors Inc. (NHI; BBB-/Stable) in size, as a smaller cap health care REIT. However, NHI has a more diversified portfolio across property types and tenants and CTRE's exposure to SNFs is approximately twice that of NHI. Both REITs stand out for their above-average lease coverage ratios, maintain 4x-5x leverage targets, and have long-dated but concentrated maturity profiles. Ventas, Inc. (BBB+/Negative) and Healthpeak Properties, Inc. (BBB+/Stable), are rated higher than narrowly focused healthcare REIT peers, due to the issuers' diversified and high- quality portfolios, conservative financial policies and above-average access to capital. Healthcare Realty Trust Inc.'s (BBB+/Stable) and Physicians Realty Trust's (BBB/Stable) medical office building portfolios benefit from highly durable operating cash flows that are strengthened by secular tailwinds. This positively differentiate them from CTRE's SNF and senior housing portfolio, which face significant challenges. Fitch links and synchronizes the IDRs of the parent REIT and subsidiary operating partnership due to the entities operating as a single enterprise with strong legal and operational ties. No Country Ceiling or operating environment aspects affect the rating. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Annual CPI-based rent escalators lead to slightly positive same-store net operating income growth through the forecast horizon. -- Contractual annual rent escalators for the triple-net portfolio based on the CPI through 2023. -- A coronavirus reserve for permanent rent reductions within operating EBITDA equal to around 10% of rental revenues starting in 2021. -- Fitch assumes one-time cash rent relief will equal around 4% of rental revenues in 2021 and 50% will be repaid in 2022. -- Equity proceeds of $25 million to $50 million annually in 2021-2023. -- Additional bond issuances of $300 million in 2022 to pay for acquisitions and revolver balance. Assumes draw on revolver for cash needs on the margin. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch's expectation of CTRE demonstrating long-term cash flow stability from its underwritten acquisitions and ability to manage troubled tenants through the cycle. -- Fitch's expectation of CTRE demonstrating more established access to capital comparable with investment grade-rated peers. -- Fitch's expectation of CTRE continuing to diversify its property base by reducing tenant and industry concentration without changing its credit profile; -- Revision of publicly committed leverage targets to 3x-4x and sustained adherence to this. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Should the impact of the coronavirus pandemic be so severe or the recovery so muted that Fitch no longer expects a timely restoration of credit metrics. -- Further pressure on operators through legislation revisions that result in lower coverages or other changes in regulatory framework. -- Further secular pressure that results in a reduction in demand and/or profitability for operator services. -- Fitch's expectation of net debt to recurring operating EBITDA sustaining above 5.0x. -- Fitch's expectation of REIT fixed-charge coverage (recurring operating EBITDA adjusted for straight line rents and maintenance capex relative to interest and preferred dividends) sustaining below 2.5x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Long-Dated, Concentrated Maturities Drive Strong Liquidity: CTRE's liquidity is strong for the rating due to the absence of near-term funding obligations, including (re)development through Dec. 31, 2022. The issuer maintained a $430 million capacity on its $600 million unsecured RCF at March 31, 2021 and has a manageable debt maturity profile with no near-term maturities. A long-dated yet concentrated debt maturity is somewhat common for smaller REITs and results in greater bullet maturity risk in the later years. Appropriate Contingent Liquidity: Fitch considers CTRE's contingent liquidity to be appropriate for the rating, as the issuer owns all of its properties and has no mortgage loans outstanding, leaving the entire portfolio unencumbered. Fitch estimates that unencumbered assets cover unsecured net debt (UA/UD) by 3.2x using a stressed cap rate at June 30, 2020. This contingent liquidity allows the company to encumber its assets during periods of liquidity stress and access the secured mortgage market to service its debt maturities. However, Fitch expects that, if the company operated within its stated leverage policy range, UA/UD coverage would decline toward 2.0x, which is typical of investment-grade REITs. The continued financeability of a REIT's real estate is a core tenet of REIT ratings due to the expectation that a REIT can and would encumber properties to repay unsecured maturities if the unsecured market was not accessible. CTRE's skilled nursing and senior housing facilities benefit from access to more durable government-sponsored mortgage financing in addition to the more pro-cyclical bank mortgage and CMBS market despite the operator challenges. This relative strength differentiates the ratings of healthcare REITs from B-mall operators, which have seen access to unsecured and secured markets deteriorate. 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. CARLA'S PASTA: Unsecureds Will Get Up to 4% in Plan After Sale -------------------------------------------------------------- Carla's Pasta, Inc., et al., submitted a Plan and a Disclosure Statement. The Debtors' Plan is a joint Plan, but the Debtors have not been substantively consolidated. Therefore, holders of claims of each Debtor will receive a distribution based upon the assets and Claims of such Debtor. Prior to the Petition Date, the Debtors began marketing their business for a sale or other strategic transaction of substantially all of their assets, which would ultimately be completed under an auction process supervised by the Bankruptcy Court. Following a hearing in April 2021, the Bankruptcy Court approved the sale of substantially all of the Debtors' assets (the "Sale") to CP Foods LLC, a Wisconsin limited liability company and NFP Real Estate LLC, a Wisconsin limited liability company (the "Purchasers" as assignees of Natural Food Partners, LLC). The sale closed on April 30, 2021. Shortly after the sale closed, the Lenders' filed a motion for relief from stay to exercise their right of setoff of over $20 million in sale proceeds. The Debtors stated their consent to an interim distribution of Sale proceeds to the Lenders in the amount of $15,000,000 (the "Interim Distribution"), pursuant to an order addressing the objections and addressing any competing interests to the Sale proceeds. This matter remains pending as of the date of this Disclosure Statement. The Plan contemplates: (i) an orderly liquidation of assets via a Liquidating Custodian with powers set forth in the Plan, and (ii) a distribution to unsecured creditors of CPI from, at least, the Unsecured Creditors' Fund. The Plan will treat claims as follows: A. Carla's Pasta Creditors: * General Unsecured Claims (Class 3) totaling $12,000,000 – to $19,670,000. Creditors will recover 2-4% of their claims from Unsecured Creditors' Fund. Class 3 is impaired. * Lenders Deficiency Claim (Class 4) totaling $16,720,966. Creditor will recover 0% of their claims from any unencumbered Cash. Class 4 is impaired. * Equity Interests (Class 5). Creditor will recover 0% of their claims. All Equity Interests in the Debtors shall be cancelled. Class 5 is impaired. B. Suri Realty Creditors: * Dennis Group Unsecured Claims (Class 3A) totaling $15,418,497. Creditors will recover 0% - unknown% of their claims from cash, solely to the extent Dennis Group is successful in its subordination related claims against the Lenders. Class 3A is impaired. * Lenders Deficiency Claim (Class 4A) totaling $16,720,966. Creditors will recover 0% of their claims. Class 4A is impaired. * General Unsecured Claims (Class 5A) totaling $133,012.19. Creditors will recover 0% of their claims. Class 5A is impaired. * Equity Interests (Class 6A). Creditors will recover 0% of their claims. All Equity Interests in the Debtors shall be cancelled. Class 6A is impaired. To confirm the Plan, the Bankruptcy Court must hold a hearing to determine whether the Plan meets the requirements of Section 1129 of the Bankruptcy Code. The Bankruptcy Court has set July 21, 2021 at 11:00 a.m. (Eastern Time) for the hearing on confirmation of the Plan (the "Confirmation Hearing"). Any party in interest may object to confirmation of the Plan and appear at the Confirmation Hearing to pursue such objection. The Court has set July 14, 2021, at 4:00 p.m. (Eastern Time), as the deadline for filing and serving objections to the confirmation of the Plan. Counsel to the Debtors: Adrienne K. Walker LOCKE LORD LLP 111 Huntington Avenue Boston, MA 02199 Tel: 617-239-0211 E-mail: awalker@lockelord.com Brian A. Raynor Michael B. Kind 111 South Wacker Drive Chicago, IL 60606 Tel: 312-201-2392 E-mail: braynor@lockelord.com Stephen Humeniuk 600 Congress Ave., Suite 2200 Austin, TX 78701 Tel: 512-305-4838 E-mail: stephen.humeniuk@lockelord.com A copy of the Disclosure Statement is available at https://bit.ly/2RU4ttf from PacerMonitor.com. About Carla's Pasta and Suri Realty Carla's Pasta Inc. is a family-owned and operated business headquartered in South Windsor, Conn. It manufactures food products including pasta sheets, tortellini, ravioli, and steam bag meals for branded and private label retail, foodservice distributors, and restaurant. Founded in 1978 by Carla Squatrito, Carla's Pasta's stock is held by members of the Squatrito family. On Dec. 31, 2016, Carla's Pasta acquired 100% of Suri Realty, LLC's membership interests. Suri's business is limited to the ownership of two adjoining parcels of real property located at 50 Talbot Lane and 280 Nutmeg Road, South Windsor, Conn. Carla's Pasta operates its business from an approximately 150,000-square-foot BRC+ certified production facility. On Oct. 29, 2020, an involuntary petition for relief under Chapter 7 of the Bankruptcy Code was filed against Suri by Dennis Group, HJ Norris, LLC, Renaissance Builders, Inc., and Elm Electrical, Inc. On Dec. 17, 2020, the court approved Suri's request and converted the involuntary Chapter 7 case to one under Chapter 11. Carla's Pasta filed a Chapter 11 petition (Bankr. D. Conn. Case No. 21-20111) on Feb. 8, 2021. It estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. The cases are jointly administered under Case No. 21-20111. Judge James J. Tancredi oversees the cases. The Debtors tapped Locke Lord LLP as their legal counsel, Verdolino & Lowey, PC as accountant, Cowen & Co. as investment banker, and Novo Advisors, LLC as financial advisor. Sandeep Gupta of Novo Advisors is the Debtors' chief restructuring officer. CINEMARK USA: Fitch Assigns 'B' Rating on New Unsecured Notes ------------------------------------------------------------- Fitch Ratings assigned a 'B/RR5' rating to Cinemark USA's issuance of senior unsecured notes. Proceeds are expected to be used to fund the tender offer to redeem Cinemark USA's existing 4.875% senior notes due 2023 in a leverage neutral transaction. Cinemark is also in discussions to extend its revolving credit agreement maturity to November 2024 from November 2022. Cinemark's ratings and Negative Outlook reflect ongoing disruption of its operating profile and weakened credit protection metrics from the coronavirus pandemic, along with potential longer-term structural changes in theatrical content distribution. However, recent box office performance could be early signals of a return to more normalized operating performance and studios have begun solidifying theatrical release schedules and windows leading to strong film release slates in 2H2021 and 2022. Fitch believes Cinemark has sufficient liquidity to manage until theaters begin operating at greater capacity, potentially in mid-2021. KEY RATING DRIVERS Coronavirus Pandemic: The pandemic added a significant challenge to Cinemark's operations, which are dependent on consumer discretionary spending and attendance. Although Cinemark's theaters closed in mid-March, 2020, as of March 31, 2021 it had reopened 301 domestic theaters (90% of its total domestic theaters) at 50% or more capacity and 78 international theaters. Fitch believes the industry is showing early signs of a return to normalcy, as this past weekend "A Quiet Place II" set a pandemic era box office record with a $57 million opening weekend, performing roughly in line with pre-pandemic expectations (the film's release had been delayed several times from its initial March 2020 date). Adequate Liquidity: As of March 31, 2021, Cinemark had $513 million of cash and full availability under a $100 million revolving credit facility. Fitch believes this provides Cinemark with sufficient liquidity to fund its stated monthly run-rate losses of approximately $50 million into 2022 if recent performance improvements are not maintained. However, Fitch's base case assumes Cinemark's attendance returns to more normalized levels during 2H21 and that the company will generate modestly positive EBITDA for the FYE Dec. 31, 2021. Dependence on Film Studios' Product: Cinemark and its peers rely on the quality, quantity and timing of movie product, all of which are beyond management's control. Fitch notes studios have been solidifying theatrical release schedules and windows after significant upheaval during the pandemic when they shifted theatrical release dates into 2021 and later while also redirecting certain titles to their own direct-to-consumer (DTC) offerings, with options ranging from day-and-date releases on DTC platforms and in theaters to recalibrated theatrical release windows. Theatrical Distribution Windows: Cinemark's ratings are reliant on the assumption that theatrical exhibition will remain a key window for film studios' large film releases (tent poles) once the pandemic abates. Studios consistently reasserted their belief in theatrical windowing during the pandemic as they understand the unique opportunity it presents for branding and raising consumer awareness for content/IP. In addition, the talent involved in creating films are reliant to some extent on box office metrics for current and future income generation. Most major studios are in the midst of a strategic pivot to DTC content distribution models. During the pandemic, these studios successfully funneled films to their DTC platforms, potentially reducing the volume of new films available for theatrical exhibition over the long term. However, Fitch believes film studios will return to theatrical exhibition at a minimum for its tent pole releases to offset the high production and marketing costs associated with these projects and could potentially use shorter theatrical windows for remaining releases. Increasing Competitive Threats: The increase in competitive threats continues to elevate concerns over secular declines in theatrical attendance. The ratings factor in the intermediate- to long-term risks associated with increased competition from alternative at-home distribution channels (video on demand [VOD], over the top [OTT] and streaming services). Theatrical Attendance: Fitch believes there will be a meaningful near-term rebound in theatrical attendance once the coronavirus crisis has abated. However, the substitution threat posed by the heightened competitive landscape could have a longer-term impact on theatrical attendance, which could also lead to a shortening of the theatrical window. Fitch believes the preference for in-home filmed entertainment viewership will cannibalize traditional theatrical attendance over the long term. As such, it does not expect theatrical attendance to return to historical levels over the rating horizon, offsetting some of the expected growth in average ticket prices and concessions. Scale and Market Position: Cinemark's ratings are supported by its scale, as the third largest theater exhibitor in the U.S., operating 4,436 screens in 325 theaters across 42 states. The company also has a dominant position in Latin American where it operates 1,436 screens in 198 theaters across 15 countries. Cinemark is the leading theater exhibitor in Brazil and Argentina, and it the second largest exhibitor in Chile, Colombia and Peru. DERIVATION SUMMARY Cinemark's ratings reflect its scale and market position as the third largest theater chain in the U.S., the largest theater chain in Brazil and Argentina, and the second largest theater chain in Colombia, Chile and Peru. Cinemark maintains a more conservative balance sheet and greater liquidity than its peers, AMC Entertainment and Cineworld plc, which provides it with a better ability to manage the business through this period of operating uncertainty. KEY ASSUMPTIONS -- Flat attendance levels through June before returning to more normalized levels during 2H21 and 2022. Despite growth in 2023 driven by strong slate, attendance declines in 2024 as studios narrow theatrical film slates and funnel more low- to mid budget movies to their DTC offerings. Attendance does not return to historical levels over the rating horizon; -- Average ticket prices increase low single digits domestically and decline low single digits internationally; -- Concession revenues return to historical levels by 2024; -- EBITDA margin at mid-single digits in 2021 as performance slowly turns positive and Cinemark begins to cover its operating costs and then returns to 20% by 2022; -- Capex grows to $120 million in 2021 and returns to 10% of revenues thereafter; -- Dividend reinstated in 2022 at $42 million quarterly and grows 5% per annum thereafter; -- Current liquidity cushion is sufficient to support expected cash burn in 1H21; -- $755 million 2023 maturity refinanced in 2022; -- Total Adjusted Debt/Operating EBITDAR falls below 5.5x in 2022 and remains in low-5x range over rating horizon. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes Cinemark would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. -- EBITDA: Cinemark's going-concern EBITDA is based on FY 2019 pre-pandemic EBITDA of $656 million. Fitch then stresses EBITDA by assuming theaters close due to theater closures and accelerated declines in theatrical attendance as a result of continued media fragmentation and changing consumer preferences. This results in a going-concern EBITDA of $230 million, or a roughly 60% stress. -- Prior recessions provide little precedent for a stress case. Theater attendance increased in six of the last eight recessions because theatrical exhibition remains a relatively cheap form of entertainment. However, the rise of alternative distribution platforms and streaming subscription plans (e.g. Netflix, Hulu, Disney+, HBO Max etc.) could place pressure on theatrical exhibition attendance in future downturns, particularly in urban areas where the cost of an average theater ticket exceeds $15. Fitch believes that the recently launched theater subscription plans like AMC's Stubs List and Cinemark's Movie Club could help support attendance levels. -- Multiple: Fitch employs an enterprise value multiple of 5x to calculate post-reorganization valuation, roughly in-line with the median TMT emergence enterprise value/EBITDA multiple, and incorporates the following intro its analysis: (1) Fitch's belief that theater exhibitors have a limited tangible asset value and that the business model bears the risk of being disrupted over the longer-term by new distribution models (e.g. Netflix typically releases films in theaters and to its streaming subscribers simultaneously, with some limited exceptions for awards contention); (2) Recent trading multiples (EV/EBITDA) in a range of 6x-17x; (3) Recent transaction multiples in a range of 9x (e.g. Cineworld Group plc acquired U.S. theater circuit Regal Entertainment for $5.8 billion in February 2018 for an LTM EBITDA purchase price multiple of roughly 9.0x. AMC purchased U.S. theater circuit Carmike for $1.1 billion in December 2016 for a purchase price multiple of 9.2x and AMC purchased international circuit Odeon and UCI for $1.2 billion in November 2016 at a purchase price multiple of 9.1x). -- Fitch estimates an adjusted, distressed enterprise valuation of $1.1 billion. -- Debt: Fitch assumes a fully drawn revolver in its recovery analysis since credit revolvers are tapped when companies are under distress. For Fitch's recovery analysis, leases are a key consideration. While Fitch does not assign recovery ratings for the company's operating lease obligations, it is assumed the company rejects only 30% of its remaining $1.3 billion in operating lease commitments (calculated at a net present value) due to their significance to the operations in a going-concern scenario and is liable for 15% of those rejected values. This incorporates the importance of the leased space to the core business prospects as a going concern. Fitch excludes Cinemark Holdings, Inc's $450 million convertible notes as they rank junior to Cinemark's existing debt, are structurally subordinated and have no security or liquidity requirements. -- Cinemark had $2.5 billion in total debt as of March 31, 2021. -- The recovery results in a 'BB+/RR1' on the senior secured notes and existing secured credit facilities reflecting expectations that 91%-100% recovery is reasonable. The recovery results in a 'B/RR5' on the secured notes reflecting reduced recovery prospects owing to the weighting toward secured debt in the capital structure. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- The Outlook could be revised to Stable if Fitch believes the severity and duration of the coronavirus pandemic will not continue to materially affect Cinemark's credit profile. This may present itself through capacity increases leading to increased attendance. -- The ratings for Cinemark have limited upside potential due to the inherent nature of the theatrical exhibition business, the resulting hit-driven volatility and the reliance on film studios for the quantity and quality of films in any given period. In strong box office years, metrics may be stronger to provide a cushion in weaker box office years. -- Total leverage (total debt with equity credit/operating EBITDA) sustained below 2.5x and adjusted leverage (including lease equivalent debt) below 4.5x. -- FCF margins sustained in the mid- to high-single digits. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Longer than expected deterioration of Cinemark's liquidity position due to the cash burn. -- Increasing secular pressure as illustrated in sustained declines in attendance and/or concession spending per patron. 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: As of March 31, 2021, Cinemark had $513 million of cash and full availability under a $100 million revolving credit facility maturing November 2022. Fitch notes the company is in discussions with its bank group to extend the revolver's maturity to November 2024. Fitch believes this provides Cinemark with sufficient liquidity to fund its stated monthly run-rate losses of approximately $50 million into 2022 if recent performance improvements are not maintained. However, Fitch's base case assumes Cinemark's attendance returns to more normalized levels during 2H21 and that the company will generate modestly positive EBITDA for the FYE Dec. 31, 2021. Cinemark has modest annual term loan amortization (approximately $6.6 million annually). Pro forma for the current issuance, its next maturities occur in 2025 when its term loan ($638 million outstanding at March 31, 2021) and 8.75% secured notes ($250 million) mature. Cinemark's current issuance is in line with Fitch's expectations that the company would look to extend outstanding debt well before its maturity. 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. ISSUER PROFILE Cinemark is the third largest theater U.S. exhibitor, operating 325 theaters across 42 states and operates 198 theaters across 15 countries in Latin America; is the leading theater exhibitor in Brazil and Argentina, and second in Chile, Colombia and Peru. CLEANSPARK INC: Signs $500M Offering Agreement With H.C. Wainwright ------------------------------------------------------------------- CleanSpark, Inc. entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC, to create an at-the-market equity program under which the Company may, from time to time, offer and sell shares of its common stock, par value $0.001 per share, having an aggregate gross offering price of up to $500,000,000 to or through the Agent. Any Shares sold to or through the Agent will be issued pursuant to a prospectus dated March 15, 2021 and a prospectus supplement dated June 3, 2021 filed with the Securities and Exchange Commission, in connection with one or more offerings of the Shares pursuant to the Prospectus Supplement. Subject to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations to sell the Shares from time to time, based upon the Company's instructions. Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers' transactions (including directly on the Nasdaq Capital Market), at market prices or as otherwise agreed between the Company and the Agent. The Agent is not under any obligation to purchase any of the Shares on a principal basis pursuant to the Agreement, except as otherwise agreed by the Agent and the Company in writing pursuant to a separate terms agreement. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Agreement or terminate the Agreement. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a commission at a fixed commission rate equal to 3.0% of the gross sales price of any Shares sold in the ATM Offering. The Company is making certain customary representations, warranties, and covenants in the Agreement and has also agreed to indemnify the Agent against certain liabilities, including liabilities under the Act. The Agreement is not intended to provide any other factual information about the Company. The representations, warranties, and covenants contained in the Agreement are made only for purposes of the Agreement, including the allocation of risk between the parties thereto and as of specific dates, are solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement. From time to time, the Agent and its affiliates have provided, and may provide in the future, various advisory, investment and commercial banking and other services to the Company in the ordinary course of business, for which it has received and may continue to receive customary fees and commissions. About CleanSpark Headquartered in Bountiful, Utah, CleanSpark, Inc. -- www.cleanspark.com -- is in the business of providing advanced energy software and control technology that enables a plug-and-play enterprise solution to modern energy challenges. Its services consist of intelligent energy monitoring and controls, microgrid design and engineering and consulting services. Its software allows energy users to obtain resiliency and economic optimization. The Company's software is uniquely capable of enabling a microgrid to be scaled to the user's specific needs and can be widely implemented across commercial, industrial, military and municipal deployment. CleanSpark reported a net loss of $23.35 million for the year ended Sept. 30, 2020, a net loss of $26.12 million for the year ended Sept. 30, 2019, and a net loss of $47.01 million for the year ended Sept. 30, 2018. As of March 31, 2021, the Company had $292.61 million in total assets, $8.89 million in total liabilities, and $283.72 million in total stockholders' equity. CONNECTIONS COMMUNITY: Committee Taps Polsinelli as Legal Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Connections Community Support Programs, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Polsinelli PC as its legal counsel. The firm's services include: (a) advising the committee regarding its powers and duties under Section 1102 of the Bankruptcy Code; (b) investigating the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business, and any other matter relevant to the Debtor's Chapter 11 case or to the development of a plan of reorganization or liquidation; (c) preparing legal papers; (d) reviewing and responding to all pleadings filed by the Debtor or other parties-in-interest and appearing in court hearings; (e) reviewing and analyzing liens; (f) consulting with the Debtor and its professionals, other parties-in-interest and their professionals, and the U.S. trustee concerning the administration of the Debtor's estate; (g) representing the committee in hearings and other judicial proceedings; and (h) advising the committee on practice and procedure in the court and on local rules and local practice. Polsinelli will be paid at these rates: Shareholders $380 - $1,050 per hour Attorneys $290 - $560 per hour Paraprofessionals $165 - $375 per hour The firm received a retainer in the amount of $150,000. Christopher Ward, Esq., a managing shareholder of Polsinelli, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Ward also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: a. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Polsinelli has not agreed to any variation from its customary billing arrangements other than discounted rates for this engagement. b. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: Polsinelli's professionals included in this engagement have not varied their rate based on the geographic location of this case. c. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Polsinelli did not represent the committee prior to the petition date. d. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Polsinelli is developing a full budget and staffing plan for this case and intends to share them with the committee for approval shortly. Polsinelli can be reached at: Jeremy R. Johnson, Esq. Polsinelli PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Phone: 302-252-0920 Fax: 302-252-0921 Email: CWard@Polsinelli.com About Connections Community Support Programs Connections Community Support Programs Inc. is a multifaceted not-for-profit 501(c)(3) health and human services organization operating and founded in Delaware with over 100 locations throughout Delaware and more than 1,100 employees. Since its founding in 1985, CCSP has grown from providing assistance to older adults with lifelong histories of psychiatric hospitalization to one of Delaware's largest nonprofit organizations that touches the lives of approximately 10,000 of Delaware's most vulnerable citizens and their families, dealing with behavioral health and substance use disorders, housing challenges, and developmental and intellectual disabilities. The organization leases 408 properties (including 389 leased facilities associated with housing and veterans' services) and owns 48 properties. Connections Community Support Programs filed for Chapter 11 protection (Bankr. D. Del. Case No. 21-10723) on April 19, 2021. The Debtor had estimated assets and debt of $50 million to $100 million as of the bankruptcy filing. The Debtor tapped Chipman Brown Cicero & Cole, LLP, led by Mark L. Desgrosseilliers, Esq., as legal counsel and SSG Advisors, LLC as investment banker. Robert Katz, managing director at EisnerAmper LLP, serves as the Debtor's chief restructuring officer. Omni Agent Solutions is the claims and noticing agent and administrative agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on May 3, 2021. The committee is represented by Polsinelli, PC. On April 26, 2021, the U.S. Trustee for Region 3 appointed Eric M. Huebscher as patient care ombudsman in this Chapter 11 case. The ombudsman tapped Huebscher & Company as his consultant and advisor. CRAVE BRANDS: Unsecureds to Be Paid in Full in 4 Months ------------------------------------------------------- Crave Brands, LLC, et al., submitted a Subchapter V Small Business Plan of Reorganization. Crave owns a 100 percent member interest in Meathead. Crave also owns a 100 percent member interest in a non-debtor subsidiary called Meathead Franchising, LLC. Crave is also the lessee of an office lease with Servecorp West Lake LLP. Meathead owns assets relating to the operation of the twelve restaurant locations. These assets include: (a) cash on hand, (b) inventory of food, beverages, and paper products on hand at the restaurant locations, (c) certain utility deposits and other prepaid expenses, (d) accounts receivable (primarily due from delivery services), (d) leasehold improvements at the restaurant locations, (e) restaurant equipment at the locations, and (f) intellectual property rights, primarily the trademark. In addition, Meathead expects to receive $696,000 later in 2021 from the Employee Retention Credit program. The Plan will treat claims as follows: * Class 1 Allowed Claim of LQD against Crave and Meathead. The Class 1 Claim shall be paid in accordance with the New Maturity Date of the Class 1 Claim, as restructured, shall be March 31, 2022. On the Effective Date, the Reorganized Debtors shall pay to the Class 1 Claimant Cash in an amount that will reduce the principal balance of the Class 1 Claim to no more than $5,650,000 from and after the Effective Date through the New Maturity Date, the Reorganized Debtors shall make the Weekly Interest Payments. Class 1 is impaired. * Class 4 Allowed Unsecured Claims (other than Class 1, 2, 3, 5, and 7) against either Crave or Meathead of $2,000 or more. The holders of Class 4 Allowed Claims will be paid in full in four equal monthly installments, beginning on the fifth Business Day of the month following the Effective Date and continuing on the fifth Business Day of the next three calendar months thereafter. Any Class 4 Claimant may voluntarily reduce its claim to $2,000 and be paid in full on the reduced claim at the same time as the Class 7 Claimants. Class 4 is impaired. * Class 5 Allowed Unsecured Claims against Meathead or Crave for Cure Costs in connection with the assumption of the Assumed Contracts. The Reorganized Debtors will pay the Allowed Class 5 Claims in full in four equal monthly installments, beginning on the fifth Business Day of the month following the Effective Date and continuing on the fifth Business Day of the next three months thereafter. Class 5 is impaired. * Class 6 Allowed Unsecured Claims of Karfaridis and Webb against Meathead arising out of their deferred salary. The holders of Class 6 Claims shall receive no distributions on account of their Class 6 Claims until the Class 1, 4, 5, and 7 Claims and all Allowed Professional Fee Claims have been paid in full. Notwithstanding the foregoing, so long as the Reorganized Debtors are not in default in the payment or performance of their obligations under this Plan, Webb and Karfaridis may receive salary on a current basis in the ordinary course of business at an annualized salary of $90,000 each. All payments to Karfaridis and Webb on their Class 6 Claims are subject to withholding taxes. Class 6 is impaired. The Reorganized Debtors will continue to operate the Meatheads restaurants after the Confirmation Date. Counsel for the Debtors: Lauren Newman, Esq. Thompson Coburn LLP 55 East Monroe, 37th Floor Chicago, Illinois 60603 Telephone: (312) 580-2328 Fax: (312) 580-2201 E-mail: lnewman@thompsoncoburn.com David A. Warfield Thompson Coburn LLP One U.S. Bank Plaza, Suite 2700 St. Louis, Missouri 63101 Telephone: (314) 552-6079 Fax: (314) 552-7000 E-mail: dwarfield@thompsoncoburn.com A copy of the Disclosure Statement is available at https://bit.ly/34BQk6y from PacerMonitor.com. About Crave Brands Crave Brands LLC, a company based in Chicago, Ill., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-04729) on April 9, 2021. In the petition signed by Steve Karfaridis, manager, the Debtor disclosed total assets of up to $50,000 and liabilities of up to $10 million. Judge Timothy A. Barnes oversees the case. Matthew Brash is the Subchapter V trustee appointed in the Debtor's bankruptcy case. David A. Warfield, Esq., at Thompson Coburn LLP, represents the Debtor as bankruptcy counsel. LQD Financial Corp., a creditor, is represented by William J. Factor, Esq. CRED INC: Court Sets Jail-Risk Deadline for Former CFO ------------------------------------------------------ Law360 reports that the former chief financial officer of bankrupt cryptocurrency venture Cred Inc. has one more chance to disclose the amounts and whereabouts of cash and virtual currency under his control before facing possible arrest, a federal judge in Delaware warned Wednesday, June 2, 2021. U.S. District Court Judge Maryellen Noreika gave an attorney for James Alexander a June 11, 2021 deadline to provide sender and recipient details for transactions $500 or greater involving at least two Coinbase accounts as well as Ledger Live crypto wallet activity, other conventional accounts and movements from holdings potentially not yet disclosed. About Cred Inc. Cred Inc. is a cryptocurrency platform that accepts loans of cryptocurrency from non-U.S. persons and pays interest on those loans. Cred -- https://mycred.io -- is a global financial services platform serving customers in over 100 countries. Cred is a licensed lender and allows some borrowers to earn a yield on cryptocurrency pledged as collateral. Cred Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12836) on November 7, 2020. Cred was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. Judge John T. Dorsey oversees the cases. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel, Cousins Law LLC as local counsel, and MACCO Restructuring Group, LLC as financial advisor. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on December 3, 2020. The committee tapped McDermott Will & Emery LLLP as counsel and Dundon Advisers LLC as financial advisor. Robert Stark is the examiner appointed in the Debtors' cases. Ashby & Geddes, P.A., and Ankura Consulting Group, LLC serve as the examiner's legal counsel and financial advisor, respectively. CTI BIOPHARMA: Reports $17.3M Net Loss for Quarter Ended March 31 ----------------------------------------------------------------- CTI BioPharma Corp. reported its financial results for the first quarter ended March 31, 2021. "The U.S. Food and Drug Administration's (FDA) acceptance of our New Drug Application (NDA) for pacritinib with priority review and a Prescription Drug User Fee Act (PDUFA) action date of November 30, 2021 brings us one step closer to providing pacritinib to myelofibrosis patients with severe thrombocytopenia who are underserved by existing therapies," said Adam R. Craig, M.D., Ph.D., president and chief executive officer of CTI Biopharma. "We continue to work diligently on our commercial preparedness and expect to be ready to launch pacritinib in the United States this year, pending approval by the FDA. To that end, over the last quarter, we progressed key pre-commercial activities to prepare for a successful and rapid launch upon approval, including market access, distribution and supply chain, disease education and field force planning and deployment. We look forward to continuing these efforts, and to work closely with the FDA during its review of our application." Expected Milestones * PDUFA action date - November 30, 2021 * Expected U.S. commercial launch of pacritinib – by the end of 2021 * Reporting of interim analysis from the Phase 3 PRE-VENT trial in hospitalized patients with severe COVID-19 – Q3 2021 First Quarter Financial Results Operating loss was $17.1 million and $11.9 million for the three months ended March 31, 2021 and 2020, respectively. The increase in operating loss resulted primarily from increases in research and development and general and administrative activities associated with continued development and preparation for the commercialization of pacritinib. Net loss for the three months ended March 31, 2021 was $17.3 million, or $0.23 for basic and diluted loss per share, as compared to a net loss of $12.2 million, or $0.20 for basic and diluted loss per share, for the same period in 2020. As of March 31, 2021, cash, cash equivalents and short-term investments totaled $37.2 million, as compared to $52.5 million as of Dec31, 2020. On April 6, 2021 the Company completed an equity financing with net proceeds of $53.8 million, which enables the Company to fund its operations into the fourth quarter of 2021. About CTI BioPharma Headquartered in Seattle, Washington, CTI BioPharma Corp. is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies for blood-related cancers that offer a unique benefit to patients and their healthcare providers. The Company concentrates its efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, the Company is focused on evaluating pacritinib, its sole product candidate currently in active development, for the treatment of adult patients with myelofibrosis. In addition, the Company has recently started developing pacritinib for use in hospitalized patients with severe COVID-19, in response to the COVID-19 pandemic. CTI Biopharma reported a net loss of $52.45 million for the year ended Dec. 31, 2020, compared to a net loss of $40.02 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $42.79 million in total assets, $16.14 million in total liabilities, and $26.65 million in total stockholders' equity. Seattle, Washington-based Ernst & Young LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 17, 2021, citing that the Company has suffered losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. CYPRUS MINES: Insurers Push Back on Claims Rep. Pick ---------------------------------------------------- Law360 reports that Cyprus Mines and its insurers sparred before a Delaware bankruptcy judge Wednesday over the appointment of a future claims representative in the talc miner's Chapter 11 case, with the insurers arguing a candidate endorsed by the company and current tort claimants would lack independence. At a virtual hearing before U.S. Bankruptcy Judge Laurie Selber Silverstein, counsel for Cyprus and its committee of current tort claimants argued their candidate was the only one with direct experience as a claims representative, while Cyprus' insurers argued a representative was needed that would take a hard look at the validity of current claims and attorneys. About Cyprus Mines Corporation Cyprus Mines Corporation is a Delaware corporation and a wholly-owned subsidiary of Cyprus Amax Minerals Co., which is an indirect subsidiary of Freeport-McMoRan Inc. It currently has relatively limited business operations, which include the ownership of various parcels of real property, certain royalty interests that generate de minimis revenue (e.g., less than $1,500 in each of the past two calendar years), and the ownership of an operating subsidiary that conducts marketing activities. Cyprus Mines is a predecessor in interest of Imerys Talc America, Inc. In June 1992, Cyprus Mines sold its talc-related assets to RTZ America Inc. (later known as Rio Tinto America, Inc.) through a two-step process. First, Cyprus Mines transferred its talc-related assets and liabilities (subject to minor exceptions) to Cyprus Talc Corporation, a newly formed subsidiary of Cyprus Mines, pursuant to an Agreement of Transfer and Assumption, dated June 5, 1992. Second, Cyprus Mines sold the stock of Cyprus Talc Corporation to RTZ pursuant to a Stock Purchase Agreement, also dated June 5, 1992 (as amended, the "1992 SPA"). The purchase price was approximately $79.5 million. Cyprus Talc Corporation was later renamed Imerys Talc America, Inc. By virtue of the 1992 ATA, the entity now named Imerys expressly and broadly assumed the talc liabilities of Cyprus Mines and its former subsidiaries that were in the talc business. Cyprus Mines filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 21-10398) on Feb. 11, 2021, listing between $10 million and $50 million in assets, and between $1 million and $10 million in liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtor tapped Reed Smith LLP, led by Kurt F. Gwynne, Esq., as bankruptcy counsel; Kasowitz Benson Torres, LLP as special conflicts counsel; and Prime Clerk LLC as claims agent. James L. Patton, Jr. was appointed as the future claimants' representative in the Debtor's Chapter 11 case. The FCR tapped Young Conaway Stargatt & Taylor, LLP as his bankruptcy counsel and Gilbert, LLP as his special insurance counsel. The U.S. Trustee for Regions 3 and 9 appointed an official committee of tort claimants on March 4, 2021. The tort committee is represented by Caplin & Drysdale, Chartered and Campbell & Levine, LLC. Province, LLC, serves as the tort committee's financial advisor. DECO-USA: Unsecureds to Recoup Allowed Claims in 12 Months ---------------------------------------------------------- Deco-USA, LLC, filed a Chapter 11 Plan and Disclosure Statement on May 28, 2021. The Plan will be funded out of the operations of the business and capital or loan contributions from the equity holders. Treatment of Claims Under the Plan Class 1 Santa Rosa Holdings, LLC Class 1 Claimant is the holder of a note for $4,018,000 which is secured by a lien on approximately eight acres of land in Bexar County, Texas. To the extent allowed, the Class 1 Claim will be amortized over 25 years with monthly payments at 4% fixed interest and will mature 10 years after the Effective Date. The monthly payments of approximately $21,208 will be paid on the 15th day of the month following the Effective Date and on the 15th day of each month thereafter until paid. Class 2 General Unsecured Claims The Debtor scheduled four unsecured creditors, which totals $34,457. These claims will be paid in 12 equal monthly installments of $3,000 per month which includes interest at 2% per annum. The monthly payments will be made on the 25th of the month following the Effective Date, and on the 25th of each month thereafter until paid. Class 3 Equity Interest of the Debtor. Ligia Aguilar and Moderoli, LLC will retain their interest in the Debtor. Post-confirmation, Caurum Petra, LLC and/or Ligia Aguilar will manage the Debtor. A copy of the Disclosure Statement is available for free at https://bit.ly/3icjtxj from PacerMonitor.com. About Deco-USA LLC Deco-USA LLC is a Single Asset Real Estate debtor (as defined in Section 101(51B) of the Bankruptcy Code). The Debtor is the fee simple owner of two properties located in San Antonio, Texas having a total appraised value of $6.45 million. The Debtor filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 21-50679) in the United States Bankruptcy Court for the Western District of Texas on May 28, 2021. As of the Petition Date, the Debtor disclosed $6,455,518 in total assets and $4,070,289 in total liabilities. Raul Aguilar, manager, signed the petition. Judge Craig A. Gargotta is assigned to the case. DEAN W. GREER is the Debtor's counsel. DORIAN LPG: Posts $92.56 Million Net Income in Fiscal 2021 ---------------------------------------------------------- Dorian LPG Ltd. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net income of $92.56 million on $315.94 million of total revenues for the year ended March 31, 2021, compared to net income of $111.84 million on $333.43 million of total revenues for the year ended March 31, 2020. As of March 31, 2021, the Company had $1.58 billion in total assets, $634.79 million in total liabilities, and $946.83 million in total shareholders' equity. As of March 31, 2021, the outstanding balance of the Company's long-term debt, net of deferred financing fees of $10.6 million, was $591.5 million including $51.8 million of principal on the Company's long-term debt scheduled to be repaid during the year ending March 31, 2022. Net cash provided by operating activities for the year ended March 31, 2021 was $170.6 million compared with $169.0 million for the year ended March 31, 2020. The increase is primarily related to changes in working capital, mainly from amounts due from the Helios Pool as distributions from the Helios Pool are impacted by the timing of the completion of voyages and spot market rates, partially offset by a reduction in operating income. Net cash flow from operating activities depends upon the Company's overall profitability, market rates for vessels employed on voyage charters, charter rates agreed to for time charters, the timing and amount of payments for drydocking expenditures and unscheduled repairs and maintenance, fluctuations in working capital balances and bunker costs. Net cash provided by investing activities was $1.0 million for the year ended March 31, 2021, compared with net cash used in investing activities of $33.1 million for the year ended March 31, 2020. For the year ended March 31, 2021, net cash provided by investing activities was comprised of $15.0 million in proceeds from the maturity of short-term investments, partially offset by our capital expenditures of $9.5 million and $4.7 million in purchases of investment securities. Net cash used in financing activities was $174.5 million for the year ended March 31, 2021, compared with net cash used in financing activities of $114.7 million for the year ended March 31, 2020. For the year ended March 31, 2021, net cash used in financing activities consisted of the repurchase of common stock of $126.2 million, repayments of long-term debt of $99.4 million, and payments of financing costs of $4.2 million, partially offset by $55.4 million of proceeds from long-term debt borrowings. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1596993/000159699321000026/lpg-20210331x10k.htm About Dorian LPG Stamford, Connecticut-based Dorian LPG Ltd. -- http://www.dorianlpg.com-- is a liquefied petroleum gas shipping company and an owner and operator of modern very large gas carriers. Dorian LPG's fleet currently consists of twenty-four modern VLGCs, including its nineteen new fuel-efficient 84,000 cbm ECO-design VLGCs, three 82,000 cbm VLGCs, and two time chartered-in VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA; London, United Kingdom; Copenhagen, Denmark; and Athens, Greece. * * * This concludes the Troubled Company Reporter's coverage of Dorian LPG until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. DOUBLE EAGLE III: Fitch Withdraws 'B' IDR Amid Notes Redemption --------------------------------------------------------------- Fitch Ratings has withdrawn Double Eagle III Midco 1 LLC's (Double Eagle) Long-Term Issuer Default Rating (IDR) of 'B'/Rating Watch Positive, following completion of Pioneer Natural Resources redemption of Double Eagle's 7.750% Senior Notes due 2025. Fitch is withdrawing the rating of Double Eagle following the May 4, 2021 closing of Pioneer's acquisition of Double Eagle and the subsequent completion of Pioneers redemption of Double Eagle senior secure debt on May 18, 2021. KEY RATING DRIVERS Not applicable as the ratings have been withdrawn. 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. EAGLE HOSPITALITY: Fights Bid to Have Singapore Cases Dismissed --------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Eagle Hospitality Group's Singapore-based entities can continue to carry out Chapter 11 proceedings in Delaware after a bankruptcy court rejected Bank of America NA's bid to dismiss their cases. Bank of America asked the court to dismiss the cases in its role as the administrative agent for a group of pre-bankruptcy lenders that are owed $341 million. One of the Singapore entities, Eagle Hospitality Real Estate Trust (EH-REIT), qualifies under Singapore law as a "business trust" because it carries out business activities, Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware said Tuesday in a hearing. About Eagle Hospitality Group Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality stapled group comprising Eagle Hospitality Real Estate Investment Trust ("Eagle H-REIT") and Eagle Hospitality Business Trust. Based in Singapore, Eagle H-REIT is established with the principal investment strategy of investing on a long-term basis, in a diversified portfolio of income-producing real estate which is used primarily for hospitality and/or hospitality-related purposes, as well as real estate-related assets in connection with the foregoing, with an initial focus on the United States. EHT US1, Inc., and 26 affiliates, including 15 LLC entities that each owns hotels in the U.S., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10036) on Jan. 18, 2021. EHT US1, Inc., estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped PAUL HASTINGS LLP as bankruptcy counsel; FTI CONSULTING, INC., as restructuring advisor; and MOELIS & COMPANY LLC, as investment banker. COLE SCHOTZ P.C. is the Delaware counsel. RAJAH & TANN SINGAPORE LLP is Singapore Law counsel, and WALKERS is Cayman Law counsel. DONLIN, RECANO & COMPANY, INC., is the claims agent. EASTERN PACIFIC: Gets OK to Hire Tepfer & Tepfer as Special Counsel ------------------------------------------------------------------- Eastern Pacific Corp. received approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Tepfer & Tepfer, P.C. as its special counsel. The Debtor needs the firm's legal assistance in connection with the sale of its property located at 1843 Eastern Pacific Parkway, Brooklyn, N.Y. The firm will receive a flat fee of $4,000. Herbert Tepfer, Esq., at Tepfer & Tepfer, disclosed in a court filing that he is a disinterested person as such term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Herbert Tepfer, Esq. Tepfer & Tepfer, P.C. 4429 18th Ave. Brooklyn, NY 11204 Phone: +1 718-854-7200 About Eastern Pacific Corp Brooklyn, N.Y.-based Eastern Pacific Corp is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a real property in Brooklyn valued at $1.3 million. Eastern Pacific filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-41322) on March 2, 2020. Eugene Burshtein, president of Eastern Pacific, signed the petition. At the time of the filing, the Debtor disclosed $1,302,000 in assets and $1,050,000 in liabilities. Judge Nancy Hershey Lord oversees the case. Rosenberg Musso & Weiner, LLP and Tepfer & Tepfer, P.C. serve as the Debtor's bankruptcy counsel and special counsel, respectively. EHT US1: BofA Loses Bid to Dismiss Singapore Debtors' Cases ----------------------------------------------------------- Bankruptcy Judge Christopher S. Sontchi denied the request of Bank of America, N.A., to dismiss the Chapter 11 petitions of three non-U.S. debtors -- the parent debtors -- in the jointly administered cases of EHT US1, Inc. The Parent Debtors are: (i) Eagle Hospitality Real Estate Trust or EH-REIT (Case No. 21-10120); (ii) Eagle Hospitality Trust S1 Pte. Ltd. or EHT-S1 (Case No. 21-10037); and (iii) Eagle Hospitality Trust S2 Pte. Ltd. or EHT-S2 (Case No. 21-10038). BofA is the Administrative Agent for a group of lenders under a credit agreement, dated as of May 16, 2019, and as amended. In March 2020, the Agent issued a notice of default and acceleration of the Credit Agreement under which a principal amount of $341 million had been borrowed. To date, the debt remains unpaid. BofA asserts that: (i) the Parent Debtors' case serve no valid reorganizational purpose; (ii) there is not an ongoing concern to preserve, and, even if there was, the Parent Debtors have not shown that Chapter 11 maximizes value that would be lost outside of bankruptcy; (iii) EH-REIT's windup must adhere to statutory requirements under section 295 of Singapore's Securities and Futures Act ("SFA"), and not the U.S. Bankruptcy Code; (iv) should the property sales of the U.S. hotels generate sufficient proceeds to satisfy the creditor claims at the U.S. debtors, those proceeds will flow up to Singapore special purpose vehicles, and then continue to flow to an REIT trustee, without the need of any reorganization or restructuring to occur; and (v) the sole purpose of the Parent Debtors' bankruptcy cases is to drain millions of dollars in professional costs from the U.S. Debtors' estates. The core issue is whether a real estate investment trust organized under the SFA is a "business trust" that is eligible to be a "debtor" under the U.S. Bankruptcy Code. EH-REIT is the ultimate parent and EHT-S1 and EHT-S2 are intermediate holding companies of an integrated business enterprise formed to own hotels and earn profits from these hotels in order to provide returns to the equity or unit holders. EH-REIT is part of a stapled trust, Eagle Hospitality Trust or EHT, consisting of EH-REIT and non-Debtor Eagle Hospitality Business Trust or EH-BT. The equity units in EH-REIT and EH-BT were stapled together and issued as stapled securities. The units or shares in the EH-REIT were issued exclusively to non-U.S. investors. EH-BT is not a business under the law of the Republic of Singapore, but it is a species of trust authorized to manage or operate a business, as a business trust regulated by Singapore's Business Trusts Act. EH-BT was established to safeguard against the possibility that no appropriate third party lessees could be found for any of EH-REIT's hotel properties and is, therefore, the "master lessee of last resort," as EH-REIT (or its subsidiaries) could not lease the hotels to themselves. EH-BT has never been activated and EH-BT is currently dormant and has de minimus assets and no operations. The equity units in the EH-REIT are a "collective investment scheme," authorized under Singapore's SFA Chapter 289, pursuant to which a trustee acts for the benefit of unit holders, by means of a Singapore trust deed. The original parties to the Trust Deed were a Singapore corporation, Eagle Hospitality REIT Management Pte. Ltd. as REIT Manager, and a Singapore banking affiliate, DBS Trustee Limited as the REIT Trustee. The Trust Deed makes clear that acts taken by the REIT Trustee in its capacity as trustee of EH-REIT bind EH-REIT, and not DBST. In other words, acts superficially or nominally taken "by" the REIT Trustee (in its capacity as trustee) are, in truth, acts of EH-REIT. According to BofA, non-U.S. equity investors pooled resources to invest, indirectly, in two Singapore SPVs: (i) one SPV indirectly holds the interests in the Debtors; and (ii) the other was set up to fund capital to a subsidiary that provided a loan to a holding company for the Debtors. Each of the Singapore SPVs is a non-operating limited company organized under the laws of Singapore. Each of the Singapore SPVs - EHT-S1 and EHT-S2 -- is a non-operating limited company organized under the laws of Singapore. EHT-S2 owns a Cayman Islands subsidiary or Cayman Corp. 1 -- EHT-S1 owns shares in Cayman Corp. 1 -- that lends to, the top-level U.S. holding company Debtor, known as EHT US1, Inc. Passive rental income generated, through leases, from the Debtors' real estate properties, would be expected to flow upstream as dividends from the Debtors owning hotels, through several layers of holding companies to EHT US1, then through the Singapore SPVs -- in part in the form of interest payments paid by EHT US1 to Cayman Corp. 1, and then distributed by it to EHT-S2 -- and ultimately to the REIT Trustee. In rejecting BofA's request, Judge Sontchi explained, "Declining to follow several cases holding that whether an entity is a business trust is a question of federal law, the Court embraces the bedrock principle of Butner v. United States that bankruptcy judges should not unsettle non-bankruptcy rights in the absence of a clear directive from Congress. Thus, the Court must look to the law of Singapore, which governs the existence and operation of the REIT, to determine whether the REIT is a business trust. Having done so, the Court holds that the REIT is a business trust and, thus, is an eligible debtor under the Bankruptcy Code." Judge Sontchi further held that the cases of the REIT and the two Singapore affiliates were filed in good faith. A copy of the Court's June 1, 2021 Opinion is available at https://bit.ly/3vPMvGO from Leagle.com. Counsel to Bank of America, N.A.: Mark D. Collins, Esq. Brendan J. Schlauch, Esq. Megan E. Kenney, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 E-mail: collins@rlf.com schlauch@rlf.com kenney@rlf.com - and - P. Sabin Willett, Esq. MORGAN, LEWIS & BOCKIUS LLP One Federal St. Boston, MA 02110-1726 E-mail: sabin.willett@morganlewis.com - and - Jennifer Feldsher, Esq. MORGAN, LEWIS & BOCKIUS LLP 101 Park Ave. New York, NY 10178-0060 E-mail: jennifer.feldsher@morganlewis.com - and - David M. Riley, Esq. MORGAN, LEWIS & BOCKIUS LLP 2049 Century Park East, Suite 700 Los Angeles, CA 90067-3109 E-mail: david.riley@morganlewis.com About Eagle Hospitality Group Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality stapled group comprising Eagle Hospitality Real Estate Investment Trust and Eagle Hospitality Business Trust. Based in Singapore, Eagle H-REIT is established with the principal investment strategy of investing on a long-term basis in a diversified portfolio of income-producing real estate, which is used primarily for hospitality or hospitality-related purposes as well as real estate-related assets in connection with the foregoing, with an initial focus on the United States. EHT US1, Inc. and 26 affiliates, including 15 LLC entities that each owns hotels in the U.S., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10036) on Jan. 18, 2021. EHT US1 estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their bankruptcy counsel, FTI Consulting Inc. as restructuring advisor, and Moelis & Company LLC as investment banker. Rajah & Tann Singapore LLP and Walkers serve as Singapore Law counsel and Cayman Law counsel, respectively. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on Feb. 4, 2021. The committee tapped Kramer Levin Naftalis & Frankel, LLP as its bankruptcy counsel, Morris James LLP as Delaware counsel, and Province, LLC, as financial advisor. * * * The Debtors have commenced a sale process aimed at maximizing the value of the Debtors' assets. On May 28, 2021, the Court entered four sale orders authorizing the sale of all but one of the Debtors' hotels for approximately $482 million. ELECTRO SALES: Gets OK to Hire RE/MAX New Heights as Broker ----------------------------------------------------------- Electro Sales & Service, Inc. received approval from the U.S. Bankruptcy Court for the Western District of Texas to hire RE/MAX New Heights, LLC to market for sale its real property. The firm will charge a commission equal to 6 percent of the sales price on any property owned by the Debtor. RE/MAX does not represent any interest adverse to the Debtor and its estate, according to court papers filed by the firm. The firm can be reached through: Misty Volluz RE/MAX New Heights LLC 5936 Broadway San Antonio, TX 78209 Phone: +1 210-824-1476 Email: mistywillfindit@gmail.com About Electro Sales & Service Electro Sales & Service, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-50546) on May 3, 2021. At the time of the filing, the Debtor disclosed $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Ronald B King oversees the case. David T. Cain, Esq., represents the Debtor as legal counsel. EMERALD GRANDE: Court Nixes Suit over Botched Hotel Sale -------------------------------------------------------- In the case, Emerald Grande, LLC Plaintiff. v. KM Hotels, LLC, and Safe Harbor Title Company, LLC, Defendants, Adv. Proc. No. 1:20-ap-00028 (Bankr. N.D. W.Va.), Bankruptcy Judge Paul M. Black granted the Defendants' motions for summary judgment, denied the Plaintiff's motion for summary judgment, and dismissed the Amended Complaint. Emerald Grande sued KM and Safe Harbor for damages for an alleged breach of a hotel sale contract and escrow agreement. The Debtor owns a hotel operating as a La Quinta Inn & Suites in Kanawha County, West Virginia. In June 2016, torrential flood waters destroyed the culvert bridge connecting the Elkview Hotel to the public road. Access to the Elkview Hotel was not restored until over a year later. The Debtor filed a voluntary chapter 11 petition on January 11, 2017. After filing its petition, the Debtor hired a real estate brokerage firm to market and sell the Elkview Hotel. KM offered to purchase the Elkview Hotel for $3,600,000 and entered into a Purchase and Sale Agreement with the Debtor on August 9, 2019. The Court approved the PSA and authorized the sale by Order entered September 11, 2019. The sale did not close due to a title dispute. On September 20, 2019, KM sent a letter to the Debtor objecting to certain title exceptions related to encroachments and access to the Elkview Hotel. To satisfy those objections and deliver insurable title, the title company required that COMM 2013, the secured creditor of Tara Retail Group, LLC, release or subordinate its deed of trust on the Elkview Crossings Shopping Mall. COMM 2013 refused to do so. On January 29, 2020, KM sent a conditional notice to the Debtor terminating the PSA. On April 13, 2020, KM requested return of its deposit and terminated the PSA. Safe Harbor returned the $500,000 escrow deposit to KM, upon KM's request, but without the Debtor's consent. The Debtor filed a complaint initiating the adversary proceeding on June 25, 2020, asserting claims against KM and Mayur Patel, KM's managing member, for an alleged breach of the PSA, and against Safe Harbor for an alleged breach of an Earnest Money Escrow Agreement. On August 17, 2020, the Debtor filed a First Amended Complaint removing Patel as a defendant and including amended allegations to address issues raised by Safe Harbor in its motion to dismiss the initial complaint. The Debtor contends that it delivered good title to KM and that Safe Harbor could not return the escrow deposit without its consent. The Amended Complaint seeks damages in the amount of no less than $3,600,000 against KM for breach of the PSA, and damages of no less than $500,000 from Safe Harbor for breach of the Escrow Agreement. In the alternative, the Debtor asks for a decree of specific performance compelling KM to close the transactions described in the PSA. KM contends it properly terminated the contract after the Debtor failed to cure certain title defects. Safe Harbor contends that it did not breach the escrow agreement by returning the earnest money deposit to KM upon its termination of the contract. According to Judge Black, KM's obligation to close the transactions contemplated in the PSA was conditioned upon the Debtor's covenant to deliver insurable title. KM was no longer bound to close on the Elkview Hotel without the insurable title it bargained for. KM sent a termination letter to the Debtor on April 13, 2020 giving notice that it was not performing under the PSA due to the uncured title deficiencies. Judge Black held that the Debtor's non-performance of its covenant constituted a failure to comply with a condition precedent which excused KM's further performance under the PSA. Accordingly, the Court finds that KM did not breach the PSA. Therefore, KM is entitled to judgment as a matter of law. A copy of the Court's May 28, 2021 Memorandum Opinion is available at https://bit.ly/3wTWyed from Leagle.com. About Emerald Grande LLC Emerald Grande, LLC, owns and operates two hotel properties, the La Quinta Inn and Suites adjacent to the Elkview Crossings Shopping Mall, in Elkview, West Virginia; and the La Quinta Inn and Suitest adjacent to the Merchants Walk Shopping Mall, in Summersville, West Virginia. It also owns a real estate development in Charleston (Kanawha City), West Virginia. Emerald Grande filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00021) on Jan. 11, 2017. The petition was signed by William A. Abruzzino, managing member. The case was initially assigned to Judge Patrick M. Flatley. Judge Paul M. Black later took over. The Debtor estimated assets and liabilities at $10 million to $50 million at the time of the filing. The Debtor is represented by Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC. The Debtor employs Woomer, Nistendirk & Associates PLLC as accountant; and Realcorp, LLC, as broker, with Jon Cavendish serving as the listing agent, to market and sell its property in Kanawha County, West Virginia. No official committee of unsecured creditors has been appointed. Premier Bank, Inc., as successor by merger to First Bank of Charleston, Inc., is represented by Bailey & Glasser, LLP. ENERGY TRANSFER: Fitch Assigns BB Rating on Preferred Units ----------------------------------------------------------- Fitch Ratings has assigned a 'BB' preferred equity rating to Energy Transfer LP's (ET) planned issuance of Preferred Units. The Preferred Units will rank on parity with ET's existing Series A through Series G Preferred Units. Proceeds from the offering are expected by Fitch to primarily repay outstanding senior indebtedness. Fitch assigns ET's preferred equity, including the proposed issuance, a 50% equity credit, and a 50% debt credit. ET's Long-Term Issuer Default Rating (IDR) is 'BBB-' and its Rating Outlook is Stable. ET's ratings reflect the partnership's large scale, diverse assets and geography, as well as its pre-dominantly fee-based operations. Rating concerns include volumetric risk, counterparty credit risk and, with respect to the Dakota Access Pipeline asset (DAPL), and the potential for adverse rulings (from a court or regulator). KEY RATING DRIVERS Leverage to Decline: Fitch calculates that ET's leverage for 2020 was approximately 5.5x. Based on the sound execution in a once-in-ten- or once-in-thirty-year cold snap in February 2021, Fitch now expects 2021 leverage to significantly below its previous forecast of 5.0x. With consolidated capex projected in 2022 at historically lower levels, leverage is projected to be under meaningfully below 5.0x in YE 2022. Uncertainty with DAPL: ET is an indirect owner of DAPL, and with a 36.4% indirect stake, is its largest owner. ET also operates the pipeline. Although DAPL has operated for approximately four years, it still faces challenges from potential governmental events. Most recently, the Biden administration informed a federal district court judge that it was engaged in fulfilling that judge's requirement for the evaluation of a more comprehensive permitting document than the extant document. Moreover, the Biden administration in proceedings earlier this year informed the federal district court that it would make no move at this time to cause DAPL to halt its service. The district court ruled last month that it denied DAPL's legal opponent's request for an injunction on DAPL's operation. DAPL has recently asked the Court of Appeals in D.C. for an en banc hearing to consider whether a three-judge panel of that court erroneously gave, in a mixed ruling dated April 2021, a certain component of the ruling that was negative for DAPL. Fitch expects that any significant defeats for DAPL at either the district court and/or the appeals court level, or at the executive branch will be appealed in time to the U.S. Supreme Court. While not expected in Fitch's rating case, Fitch projects that ET's credit profile could absorb the financial impacts of a meaningfully adverse ruling on DAPL. Stable Cash Flows: Fitch expects ET to maintain a high level of fee-based or hedged cash flow in excess of 75% on a run-rate basis, which the addition of Enable enhances. As ET has grown its asset base, the percentage of gross margin supported by fee-based contracts has increased, with the partnership moving toward being largely fee-based or hedged, due in part to new projects coming online with heavy fee-based components. Enable will increase the partnership's cash flows from fee-based arrangements. Societal: DAPL continues to be at the center of certain environmental groups opposition to hydrocarbon extraction, and the pipeline's courtroom adversaries include some Native American groups. ET has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access & Affordability, as ET is the operator and largest stakeholder in the Dakota Access Pipeline (DAPL), which has met social resistance and ongoing legal battles that have had negative impacts on the credit profile and is relevant to the rating in conjunction with other factors. ET has an ESG Relevance Score of '3' for Group Structure. Formerly, the score was '4.' The change in score to '3' partly reflects, in the aggregate of the movement of debt that is the cause of this assignment of an ST IDR (among other moves). The change also partly reflects the increase in disclosure transparency that has been evident since ET consummated the equity buy-in of 2018 (as then rendered, ticker ET bought in ticker ETP). DERIVATION SUMMARY ET's ratings reflect the company's size and diversity. Leverage for the partnership at LTM 1Q21 is currently low for its multi-year history. Fitch forecasts 2022 leverage will be meaningfully below 5.0x. In size and diversity, the partnership is comparable to Kinder Morgan Inc. (KMI; BBB/Stable) and TC Energy Corporation (TRP; A-/Stable). KMI has a lower historical profile for leverage and more stable cash flows, which drive the one notch separation. KMI is expected to have leverage at or slightly below 5.0x in fiscal 2020. ET's higher run-rate leverage and slightly higher business risk explains the rating difference between KMI and ET. Higher rated TRP has more stable cash flows than KMI, and 95% come from either regulatory rate orders or long-term contracts, which is a significant factor in its 'A-' rating. TRP's year-end leverage has been in the 5.0x-5.6x range over the past few years. KEY ASSUMPTIONS -- Fitch price deck; -- Distributions remain flat in the forecast period; -- Cash builds in the forecast years and Fitch assumes ET would direct excess cash flow to additional growth capex, share repurchases, debt reduction and/or distribution increases. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total debt with equity credit to operating EBITDA expected to be sustained at or below 4.5x on a consolidated basis; -- Divestment of large segments of the company that have higher than-company-average business risk; -- Extensive success in re-contracting pipelines to both extend weighted average contract life and increase take-or-pay contract profile (or similar revenue assurance structure [with strong counter-parties]), without cutting medium-term rates. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total debt with equity credit to operating EBITDA on a consolidated basis expected to be sustained at or above 5.5x (see summary of financial adjustments); -- Unwillingness to fund growth capital needs in a credit friendly manner; -- Increasing commodity exposure above 30% (run-rate basis, i.e., not reflective of some super-spike in commodity prices) at the ETO legacy operating segments (or similar increase in aggregate business risk) could lead to a negative rating action if leverage were not appropriately decreased to account for increased earnings and cash flow volatility; -- An adverse ruling at DAPL that materially impacts the credit profile and/or liquidity. 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 Ample Liquidity: As of March 31, 2021, ET had approximately $4.4 billion of consolidated liquidity, which included $4.08 billion of available capacity under its revolving credit facility that matures in December 2023, and $355 million of unrestricted cash on hand. Additionally, ET has full availability under a $1.0 billion 364-day credit facility, which matures in November 2021. Maturities should be manageable on a consolidated basis, with no one year having too high of a maturity wall. SUMMARY OF FINANCIAL ADJUSTMENTS ET's adjusted EBITDA and total debt are calculated on a consolidated basis with one exception. The proportional share of ET's recourse DAPL debt (note: all DAPL debt is consolidated) is included with the definition of debt; the leverage denominator includes DAPL dividends to ET, not consolidated EBITDA. As for unconsolidated affiliates under GAAP, equity in earnings of unconsolidated affiliates are excluded from the definition of adjusted EBITDA, while distributions from such affiliates are included. Fitch assigns 50% equity credit and 50% debt credit to both the subordinated debt and preferred securities issued by Panhandle Eastern Pipeline Co. and ET, respectively. ESG CONSIDERATIONS Energy Transfer LP has an ESG Relevance Score of '4' for Exposure to Social Impacts due to {DESCRIPTION OF ISSUE/RATIONALE}, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. Energy Transfer LP has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access & Affordability due to {DESCRIPTION OF ISSUE/RATIONALE}, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. EPIC ARCADES: Taps Hoyt, Filippetti & Malaghan as Accountant ------------------------------------------------------------ Epic Arcades SC, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire Hoyt, Filippetti & Malaghan, LLC as its accountant. The Debtor requires an accountant to prepare its state and federal tax returns for the 2020 tax year. Hoyt, Filippetti & Malaghan will charge $175 per hour for the services of Terence Malaghan, a certified public accountant and principal at the firm, and $100 per hour for staff. The firm will charge a flat fee of $750 to prepare the tax returns. As disclosed in court filings, Hoyt, Filippetti & Malaghan is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Terence J. Malaghan, CPA Hoyt, Filippetti & Malaghan, LLC 1041 Poquonnock Rd Groton, CT 06340 Phone: +1 860-536-9685 About Epic Arcades SC Epic Arcades SC, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 21-101080) on April 16, 2021. At the time of the filing, the Debtor disclosed $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge John E Waites presides over the case. Barton Brimm, PA and Hoyt, Filippetti & Malaghan, LLC serve as the Debtor's legal counsel and accountant, respectively. EVEREST REAL ESTATE: Mackey Files 5th Ombudsman Report ------------------------------------------------------ Dr. Thomas A. Mackey, Patient Care Ombudsman for Everest Real Estate Investments, LLC, filed a Fifth Report with the Bankruptcy Court on the findings and observations noted during his May 27 visit at the Debtor's facility -- SE Texas ER & Hospital in Humble, Texas. The PCO noted, among others, that: a. The Debtor continues to provide COVID-19 testing to the staff and community as requested. Approximately 90% of the staff have requested and been vaccinated. b. The Debtor has sufficient nurses and other staff to cover the number of patients currently under care. The number of health care provider (nurses, physicians, therapist, etc.) hours devoted to patient care is sufficient to maintain the quality and safety of care equal to or greater than [before] the Chapter 11 filing. c. There were no patient complaints. d. The Harris County Health Department recently visited to inspect the kitchen and dietetics portion of the hospital. The Debtor passed with a 98% score. e. Previous PCO reports indicated areas of concern related to a lack of drug interaction checking prior to prescribing medications for in-patients and out-patients. The Debtor continues to utilize a system called Drugs.com to perform a drug interaction checks for all in-patients and out-patients. The check is verified by placing a form in the patient's chart and signed by the pharmacist. Once again, the PCO viewed patient charts to verify the process is actually occurring. The PCO concluded that there is no compromise in the quality and safety of patient care by the Debtor since the last PCO visit nor since filing for Chapter 11. To the contrary the Debtor devotes significant time and effort to improving care delivery, the PCO added. A copy of the 5th Ombudsman Report is available for free at https://bit.ly/3ppkjZa from PacerMonitor.com. About Everest Real Estate Investments Everest Real Estate Investments, LLC -- http://www.setexaser.com/ -- is a health care services provider established in Humble, Texas specializing in general acute care hospital. It offers completely comprehensive medical care, treating both major and minor injuries. Everest Real Estate filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-34077) on August 14, 2020. In the petition signed by Thomas Vo, M.D., majority owner of managing partner, the Debtor was estimated to have at least $50 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. The Debtor tapped The Gerger Law Firm, PLLC as its legal counsel. EVOKE PHARMA: Obtains Patent for Gimoti Nasal Spray From USPTO -------------------------------------------------------------- The United States Patent and Trademark Office (USPTO) issued US patent No. 11,020,361 to Evoke Pharma, Inc. for Gimoti (metoclopramide) nasal spray. The patent covers methods of use for nasal delivery of metoclopramide for the treatment of gastroparesis. Gimoti is Evoke's nasal spray product for the relief of symptoms in acute and recurrent diabetic gastroparesis. The U.S. Food and Drug Administration (FDA) approved the New Drug Application for Gimoti in June 2020. This new patent, entitled "Nasal Formulations of Metoclopramide," carries a patent term to at least 2029 and is expected to be listed in the FDA's Orange Book. About Evoke Pharma Headquartered in Solana Beach, California, Evoke -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The Company is developing Gimoti, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adult women. Evoke Pharma reported a net loss of $13.15 million for the year ended Dec. 31, 2020, compared to a net loss of $7.12 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $19.29 million in total assets, $11.48 million in total liabilities, and $7.81 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 11, 2021, citing that the Company has had recurring losses and negative cash flows from operations since inception and expects to continue to incur net losses for the foreseeable future. The determination as to whether the Company can continue as a going concern includes consideration of managements operating plan and anticipated timing of future cash flows. FLORIDA HOMESITE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Florida Homesite Developers, LLC, according to the court docket. About Florida Homesite Developers Florida Homesite Developers, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-14081) on April 28, 2021. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. Susan D. Lasky, Esq., at Sue Lasky, PA, is the Debtor's legal counsel. FRONTIER COMMUNICATIONS: Hires New CFO After Chapter 11 Exit ------------------------------------------------------------ Nina Trentmann of The Wall Street Journal reports that Frontier Communications Parent Inc. has hired a new executive to take charge of its finances just weeks after the telecommunications company emerged from bankruptcy. Norwalk, Conn.-based Frontier, which operates in 25 states, said on Wednesday that Scott Beasley would become its new chief financial officer, effective June 14. Last May 2021, Mr. Beasley said he planned to resign as CFO of Arcosa Inc. He had served in that post at the Dallas-based provider of infrastructure products and services since November 2018. Before joining Arcosa, Mr. Beasley worked at rail transportation company Trinity Industries Inc., including about two years as its CFO. Mr. Beasley will succeed Sheldon Bruha, who is stepping down as Frontier’s CFO to pursue other opportunities. Mr. Bruha took up the role in June 2019 after serving as interim finance chief since September 2018. Mr. Beasley is taking over Frontier's finance function after the company in April completed its bankruptcy restructuring, which began in April 2020. Under chapter 11 protection, Frontier cut its debt by about $11 billion and reduced its annual interest expense by approximately $1 billion, the company said. Frontier is currently reviewing its operations, costs and organizational structure as it works to reduce its reliance on copper-based legacy networks and lay more fiber-optic cables, the company said in a statement. Frontier spent the past decade adding new fiber cables in areas AT&T Inc., CenturyLink Inc. and Verizon Communications Inc. don't cover, adding to its debt load. Still, Frontier's reputation suffered as its digital subscriber lines failed to deliver the speed expected by broadband customers. The Federal Trade Commission and six states filed a civil lawsuit in May alleging Frontier misled consumers by providing slower internet speeds than promised. The company said the lawsuit is without merit. Frontier's review of its operations, which the company expects to complete in August, will build on its initial fiber strategy launched during its chapter 11 bankruptcy. The company said in April it would invest heavily to expand its network, which serves about three million internet customers. Frontier spent $384 million on capital expenditures during the quarter ended March 31, up from $286 million in the prior-year period. Revenue during the quarter fell 6.3% to $1.68 billion from the same period last year, while the company swung from a $186 million loss a year earlier to net income of $60 million. "Frontier has a newly strengthened balance sheet and Scott brings considerable experience in corporate finance that will be critical as we invest in building our high-speed fiber network," President and Chief Executive Nick Jeffery said in a statement. About Frontier Communications Frontier Communications Corporation (OTC: FTRCQ) offers a variety of services to residential and business customers over its fiber-optic and copper networks in 25 states, including video, high-speed internet, advanced voice, and Frontier Secure digital protection solutions. Frontier Business offers communications solutions to small, medium, and enterprise businesses. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020. Judge Robert D. Drain oversees the cases. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent, maintaining the page http://www.frontierrestructuring.com/and https://cases.primeclerk.com/ftr The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez & Marsal North America, LLC, as financial advisor; and UBS Securities LLC as an investment banker. FUTURUM COMMUNICATIONS: Seeks Cash Collateral Access Thru June 28 ----------------------------------------------------------------- Futurum Communications Corporation asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral in accordance with the budget through June 28, 2021. The Debtor explains it has an immediate need to use cash collateral to preserve and maintain its business. The Debtor has not paid employees or since the commencement of the Chapter 11 case in March 2021. The Debtor has paid a utilities bill of $7,518 for its Denver office and data center to avoid termination and has paid $600 for workers compensation insurance. The Debtor, as borrower, and Collegiate Peaks Bank, as Lender, are parties to an operating line of credit dated as of November 19, 2015, Loan No. 470267003. The Lender asserts a balance of $368,580. They are also parties to a loan dated March 2, 2020, Loan No. 481206440075, which the Lender asserts has a balance of $1,1331,523. The Lender asserts a first priority lien and security interest in, to and against substantially all of the Debtor's prepetition assets. However, the Lender does not assert a security interest in the Debtor's stock in Fundamental Holdings Corp. dba Peak Internet. The Lender also does not assert a first priority lien in the Debtor's property which may be subject to a properly perfected purchase money security interest. The Debtor represents that it and Consara Financing, LLC, entered into a loan agreement in March 2019, pursuant to which the Debtor pledged as collateral an agreement between the Debtor and Cascade Village Community Association dated September 7, 2018, among other collateral. Consara filed a UCC-1 financing statement on March 8, 2019. In its amended schedule D, Debtor asserted it owes Consara $27,86.99. Consara is owned in part by James Culhane, who is a shareholder in and an officer and director of Debtor. The Debtor and Leaf Capital Funding, LLC entered into a loan agreement in November 2019, pursuant to which the Debtor pledged as collateral accounts and general intangibles, among other property. The Debtor and Leaf entered into another loan agreement in March 2021, pursuant to which the Debtor pledged as collateral accounts and general intangibles, among other property. Leaf filed UCC-1 financing statements on November 25, 2019 and March 5, 2021, identifying accounts receivable and general intangibles, among other property. In its amended schedule D, the Debtor asserts it owes Leaf $40,000 and $75,000, for the 2019 and 2021 loans, respectively. In addition to proposed replacement liens, superpriority administrative expense, and covenants, the Debtor requests authority to make adequate protection payments as follows: $11,550 to Collegiate Peaks; $84,000 to Baker; and $6,500 to Consara. The Debtor also seeks authority to pay Collegiate Peaks any Grant Funds it may receive, including the Grant Funds that existed or may have existed in a Reimbursement Account on the Petition Date. A copy of the Motion is available for free at https://bit.ly/3vMY8OS from PacerMonitor.com. About Futurum Communications Corporation Futurum Communications Corporation -- https://forethought.net -- is an independent locally owned internet, cloud and communications service provider with offices in Denver, Grand Junction and Durango, offering a portfolio of enterprise-level cloud hosting, colocation, Internet, voice and data solutions. Futurum provides services to end users through both direct provision or service over company-owned facilities -- "last mile" -- copper, fiber optic cable, and wireless; and resale of network elements from companies such as CenturyLink, Zayo and others. Its residential customers generally operate on a month-to-month basis, while commercial and government customers generally have longer term contracts with various end dates. Futurum Communications sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-11331) on March 21, 2021. Jawaid Bazyar, president, signed the petition. In the petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Kimberley H. Tyson oversees the case. The Debtor tapped Hoff Law Offices, P.C. as its legal counsel and Cook Forensics, LLC as its accountant. GBT TECHNOLOGIES: Issues $106K Convertible Note to Redstart ----------------------------------------------------------- GBT Technologies Inc. entered into a securities purchase agreement with Redstart Holdings Corp., an accredited investor, pursuant to which the Company issued to Redstart a Convertible Promissory Note in the aggregate principal amount of $106,200 for a purchase price of $88,500. The Redstart Note has a maturity date of Aug. 26, 2022 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note at the rate of six percent per annum from the date on which the Redstart Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Redstart Note, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note. The transactions closed on May 28, 2021. The outstanding principal amount of the Redstart Note may not be converted prior to the period beginning on the date that is 180 days following the Issue Date. Following the 180th day, Redstart may convert the Redstart Note into shares of the Company's common stock at a conversion price equal to 85% of the lowest trading price with a 20-day look back immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note), the Redstart Note shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Redstart Note. The issuances of the Redstart Note was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of the Act. In no event shall Redstart be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by Redstart and its affiliates would exceed 4.9% of the outstanding shares of the common stock of the Company. The foregoing descriptions of the terms of the transactions do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements. About GBT Headquartered in Santa Monica, CA, GBT Technologies, Inc. is targeting growing markets such as development of Internet of Things (IoT) and Artificial Intelligence (AI) enabled networking and tracking technologies, including wireless mesh network technology platform and fixed solutions, development of an intelligent human body vitals device, asset-tracking IoT, and wireless mesh networks. The Company derived revenues from the provision of IT services. The Company is seeking to generate revenue from the licensing of its technology. GBT Technologies reported a net loss of $17.99 for the year ended Dec. 31, 2020, compared to a net loss of $186.51 for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $4.83 million in total assets, $25.45 million in total liabilities, and a total stockholders' deficit of $20.62 million. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. GENCANNA GLOBAL: Insurers Directed to Produce Docs -------------------------------------------------- In the case, OGGUSA, INC. Plaintiff, v. W.I.S.E. UNDERWRITING AGENCY LIMITED, et al., Defendants, Case No. 20-50133 (Bankr. E.D. Ky.), Bankruptcy Judge Gregory R. Schaaf granted, in part, the Motion of GenCanna Global USA, Inc., n/k/a OGGUSA, to Strike Defendants' Improper Objections to GenCanna's Discovery Requests and Compel Defendants to Promptly Produce Requested Information and for Sanctions Pursuant to Fed. R. Civ. P. 37. OGGUSA seeks communications with, and documents created by third-party advisors, CSL Global, LTD, BakerTilly US, LLP, and Enderle & Romans, PLLC. The threshold issue is whether OGGUSA is entitled to information from third-parties hired to assist with the Defendants' investigation of the Plaintiff's insurance claim. The Defendants contend the communications and work product of their Third-Party Advisors are protected from discovery because the advisors are consulting experts hired in anticipation of litigation. The Defendants also assert the attorney-client privilege applies to at least some of the information. The Plaintiff contends the Third-Party Advisors were hired in the ordinary course of business to investigate and evaluate its insurance claim and the information is relevant and discoverable. Judge Schaaf said the evidence presented by the Defendants is not sufficient to satisfy their burden to prove that the relevant information sought by the Plaintiff is protected from discovery. CSL Global, BakerTilly, and Enderle were not hired as consulting experts; they were retained to assist with the decision to assume or deny the property damage claim. Their work product, Judge Schaaf pointed out, related to the claims analysis, including but not limited to investigative documents, reports, coverage opinions, and any other written analysis, is discoverable unless protected by another privilege. Accordingly, Judge Schaaf held that any objections to disclosure of information from CSL Global, BakerTilly, and Enderle is overruled. The Defendants is directed to provide an updated privilege log and produce relevant information within 21 days. No sanctions are imposed. The record reflects problems, but they have not yet risen to a level that requires action, Judge Schaaf said. OGGUSA owned a hemp processing facility in Winchester, Kentucky. On November 7, 2019, the Winchester facility and any product housed therein were destroyed by an explosion and fire. OGGUSA was insured under a Market Reform Contract issued by defendant Talisman Casualty Insurance Company, LLC. OGGUSA made a claim under the Market Reform Contract. Defendant W.I.S.E Underwriting Agency Limited was responsible for administering the insurance and the claim. The Defendants did not issue a coverage decision before OGGUSA initiated litigation. A copy of the Court's May 28, 2021 Memorandum Opinion and Order is available at https://bit.ly/34JEibi from Leagle.com. About GenCanna Global USA GenCanna Global USA, Inc. -- https://www.gencanna.com/ -- is a vertically-integrated producer of hemp and hemp-derived cannabidiol products with a focus on delivering social, economic and environmental impact through seed-to-scale agricultural production. GenCanna Global USA was the subject of an involuntary Chapter 11 proceeding (Bankr. E.D. Ky. Case No. 20-50133) filed on Jan. 24, 2020. The involuntary petition was signed by alleged creditors Pinnacle, Inc., Crawford Sales, Inc., and ntegrity/Architecture, PLLC. On Feb. 6, 2020, GenCanna Global USA consented to the involuntary petition and on Feb. 5, 2020, two affiliates, GenCanna Global Inc. and Hemp Kentucky LLC, filed their own voluntary Chapter 11 petitions. Laura Day DelCotto, Esq., at DelCotto Law Group PLLC, represents the petitioners. The Debtors tapped Benesch Friedlander Coplan & Aronoff, LLP and Dentons Bingham Greenebaum, LLP as legal counsel, Huron Consulting Services, LLC as operational advisor, and Jefferies, LLC as financial advisor. Epiq is the claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Feb. 18, 2020. The committee tapped Foley & Lardner LLP as its bankruptcy counsel, DelCotto Law Group PLLC as local counsel, and GlassRatner Advisory & Capital Group, LLC as financial advisor. GOGO INC: All Five Proposals Approved at Annual Meeting ------------------------------------------------------- Gogo Inc. held its 2021 annual meeting of stockholders at which the stockholders: (1) elected Michele Coleman Mayes, Robert H. Mundheim, and Harris N. Williams as Class II directors to serve a three- year term expiring at the Company's 2024 annual meeting of stockholders or until their successors are duly elected and qualified; (2) approved the advisory resolution approving executive compensation; (3) approved a yearly frequency of future advisory votes approving executive compensation; (4) approved the Company's Section 382 Rights Plan; and (5) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2021. In light of the vote, the Company has determined that it will include an advisory stockholder vote on the compensation paid to its named executive officers in its proxy materials every year until the next required frequency vote. 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 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. H&S EXPRESS: Amended Plan, Disclosure Statement Win Court OK ------------------------------------------------------------ Judge Gregory L. Taddonio confirmed the Plan of H&S Express, Inc., as amended, and approved the Disclosure Statement to that Plan as containing adequate information. The confirmed Plan incorporated the terms of the stipulations the Debtor reached with each of BMO Harris Bank, N.A.; ENGS Commercial Finance Company; and PNC Equipment Finance, LLC, thereby amending the Plan dated April 5, 2021. A copy of the confirmation order is available for free at https://bit.ly/3cdVLwQ from PacerMonitor.com About H&S Express H&S Express, Inc., a Fairbank, Pa.-based freight shipping trucking company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-22811) on Sept. 29, 2020. The petition was signed by Kevin L. Hlatky, the company's president. At the time of the filing, the Debtor estimated assets of between $500,001 and $1 million and liabilities of the same range. Bononi & Company, P.C., is the Debtor's legal counsel. HANNON ARMSTRONG: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Hannon Armstrong Sustainable Infrastructure Capital's (Hannon) and its indirect subsidiaries Long-Term Issuer Default Ratings (IDRs) at 'BB+'. Additionally, Fitch has affirmed Hannon's senior secured revolving recourse credit facility at 'BBB-' and its unsecured debt at 'BB+'. The Rating Outlook is Stable. KEY RATING DRIVERS IDRs AND SENIOR DEBT The ratings affirmation reflects Hannon's established, niche, market position within the renewable energy financing sector, experienced management team, diversified investment portfolio, strong credit track record and underwriting culture. The affirmation also reflects the company's adherence to leverage targets that are commensurate with the portfolio's risk profile, demonstrated access to public equity and unsecured debt markets and long-term relationships with its customers. Rating constraints include modest scale and dependence on access to the capital markets to fund portfolio growth, given reduced ability to retain capital with expected dividend distributions. Additionally, Hannon's opportunistic shift in the portfolio mix towards higher-risk mezzanine debt and equity exposures, as well as its increased project sponsor concentration, are viewed negatively by Fitch. Hannon's asset quality metrics remained relatively strong in 2020 and 1Q21 despite impacts from the ongoing pandemic and recent extreme weather-related disruptions in Texas. The company categorized 0.3% of its total portfolio as impaired, and another 1.5% at a moderate probability for impairments at 1Q21, which are up from a 1.5% combined at YE 2020. The company holds an allowance for losses against the receivables portfolio which amounted to 3.1% of receivables, up from 2.2% a year ago. As the portfolio shifts more towards equity method investments, Fitch will monitor write downs and impairments to assess the portfolio's overall credit performance. Fitch believes Hannon is likely to experience some deterioration in credit and operating performance near term, given direct exposure to consumers in residential solar projects, exposures to non-government entities in energy efficiency projects, exposure to variability in commodity prices, and due to expected delays in certain construction projects as a result of the pandemic. Hannon's profitability metrics have been consistent in recent years with pre-tax income, adjusted for the economic reality of equity method investment income in preferred equity transactions, as a percentage of average assets at 3% for the TTM ended 1Q21, comparable to 2019-2020 levels. Profitability has improved from 2018, and prior levels mostly due to an increase in higher-yielding investments, as well as fee income from increased securitization activity, both of which are expected to continue in the future. Leverage, as measured by par debt-to-tangible equity, was 1.6x at 1Q21; up modestly from 1.4x at 1Q20, but below the company's long-term leverage target of up to 2.5x. While Hannon does not have a defined leverage limit by asset class, consolidated leverage factors in the portfolio mix and an assessment of the credit, liquidity, and price volatility of investments. Fitch believes Hannon's leverage target is appropriate for the portfolio risk and ratings, and expects Hannon to maintain appropriate headroom to the target to account for potential increases in mezzanine or equity investments. Hannon issued $919 million in unsecured bonds during 2020 and 1Q21, including $144 million in convertible bonds, bringing the unsecured debt mix to 76% of total on balance sheet debt outstanding at March 31, 2021, which is a significant improvement from 2019 at 47%. This has been accompanied by commensurate growth in unencumbered assets, which Fitch views favorably. Fitch views Hannon's liquidity position as adequate. Liquidity resources at 1Q21 included $232 million in cash, $400 million availability on the new unsecured revolving facility, as well as further availabilities on secured credit facilities. Upcoming recourse debt maturities include $150 million of convertible notes due Sept. 1, 2022, which the company expects to convert into equity. Funding obligations include loan funding commitments and significant equity commitments towards ongoing projects, and are expected to be met by continued debt and equity issuances. The new unsecured revolver is expected to provide bridge financing reducing the need for upfront cash, as well as a better ability to time capital issuances. The Stable Rating Outlook reflects Fitch's expectation for broadly consistent operating performance, continuation of strong asset quality trends, leverage management in a manner that is consistent with the portfolio's risk profile and maintenance of the improved funding and mix of unsecured debt. The one-notch uplift to the senior secured revolving recourse credit facility rating versus Hannon's IDR, reflects the first-priority security interest in Hannon's assets and Fitch's expectations for above-average recovery prospects under a stressed scenario. The equalization of the unsecured debt rating with Hanon's IDR reflects the unsecured funding profile and the availability of the unencumbered asset pool, which suggests average recovery prospects for debtholders under a stressed scenario. SUBSIDIARY RATINGS HAT Holdings I LLC's and HAT Holdings II LLC's ratings are equalized with Hannon's, as they are intermediate holding companies. RATING SENSITIVITIES IDRs AND SENIOR DEBT Factor that could, individually or collectively, lead to positive rating action include: -- The ability to demonstrate franchise resilience in an increasingly competitive environment, maintenance of the strong portfolio credit trends and unsecured funding mix over longer periods of time, and a reduction in leverage, as measured by gross on-balance sheet debt to tangible equity, to 1.5x or below, on a sustained basis, with no material change in the current risk profile of the portfolio. Factor that could, individually or collectively, lead to negative rating action include: -- A sustained increase in leverage above 2.5x and/or a material shift in Hannon's risk profile, including increases in mezzanine debt and/or equity investments, such that they represent the majority of portfolio. A spike in non-accrual levels or write-down in equity investments, material deterioration in operating performance including a decline in the securitization business, which represents a meaningful proportion of annual revenues, weaker funding flexibility, including a decline in the proportion of unsecured funding, and/or weaker core earnings coverage of dividends could also be negative for ratings. The secured and unsecured debt ratings are linked to the Long-Term IDR and would be expected to move in tandem. However, a meaningful decline in the amount of unsecured debt in the capital structure, in favor of secured borrowings, and/or a meaningful decline in unencumbered assets could result in a wider notching for the unsecured debt rating. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. ESG CONSIDERATIONS Hannon Armstrong Sustainable Infrastructure Capital, Inc. has an ESG Relevance Score of '4' [+] for Exposure to Social Impacts as the shift in consumer awareness and preferences toward renewable energy and ESG aspects benefits the company's business model and its earnings and profitability, which has a positive impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. Hannon Armstrong Sustainable Infrastructure Capital, Inc. has an ESG Relevance Score of '4' for Exposure to Environmental Impacts as Hannon is exposed to extreme weather events on some of its assets and operations and any hedges or other offsets are usually imperfect in nature, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. HELIUS MEDICAL: Board Grants Special Stock Option Award to CEO -------------------------------------------------------------- The Board of Directors of Helius Medical Technologies, Inc. approved a grant to Dane C. Andreeff, the Company's interim president and chief executive officer, of a special stock option award pursuant to the Company's 2018 Omnibus Incentive Plan, as amended. The option award was approved and recommended to the Board by the Compensation Committee in recognition of Mr. Andreeff's continued service as interim president and chief executive officer since August 2020 and election to take no additional compensation and continue to be compensated as a non-employee director of the Company while serving in that capacity. Pursuant to the option award, Mr. Andreeff has the right to purchase up to 90,000 shares of the Company's Class A Common Stock. The option award was granted with an exercise price per share equal to the closing price of the Class A Common Stock of the Company on June 2, 2021, the date of grant, has a 10 year term and was fully vested and exercisable as of the date of grant. The option award will be evidenced by a stock option grant notice and option agreement. About Helius Medical Helius Medical Technologies -- http://www.heliusmedical.com-- is a neurotech company focused on neurological wellness. Its purpose is to develop, license or acquire non-invasive technologies targeted at reducing symptoms of neurological disease or trauma. Helius Medical reported a net loss of $14.13 million for the year ended Dec. 31, 2020, compared to a net loss of $9.78 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $14.66 million in total assets, $2.77 million in total liabilities, and $11.90 million in total stockholders' equity. Philadelphia, Pennsylvania-based BDO USA, LLP issued a "going concern" qualification in its report dated March 10, 2021, citing that the Company has incurred substantial net losses since its inception, has an accumulated deficit of $118.9 million as of Dec. 31, 2020 and the Company expects to incur further net losses in the development of its business. These conditions raise substantial doubt about its ability to continue as a going concern. HORSE BUTTE EQUESTRIAN: Amy Mitchell Named Subchapter V Trustee --------------------------------------------------------------- Gregory M. Garvin, acting United States Trustee for Region 18, appointed Amy Mitchell as Subchapter V Trustee for Horse Butte Equestrian Center, L.L.C. Ms. Mitchell will be compensated at an hourly rate of $375 for her services, pending Court approval, in addition to being reimbursed for related expenses incurred. A copy of the appointment notice is available for free at https://bit.ly/3fKPBGE from PacerMonitor.com. Ms. Mitchell's contact details: Amy Mitchell P.O. Box 2289 Lake Oswego, OR 97035 Telephone: (503) 675-9955 Facsimile: (503) 675-9977 fax Email: mitchelltrustee@comcast.net About Horse Butte Equestrian Center Horse Butte Equestrian Center, L.L.C. sought Chapter 11 protection (Bankr. D. Or. Case No. 21-31253) on May 28, 2021. In the petition signed by Elizabeth C. McCool, manager, the Debtor estimated between $1,000,000 and $10,000,000 in assets and between $500,000 and $1,000,000 in liabilities. Judge Peter C. Mckittrick presides over the case. VANDEN BOS & CHAPMAN, LLP is the Debtor's counsel. HOSPITALITY INVESTORS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The U.S. Trustee for Region 3 on June 1 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Hospitality Investors Trust, Inc. About Hospitality Investors Trust Headquartered in New York, Hospitality Investors Trust, Inc. -- http://www.HITREIT.com/-- is a self-managed real estate investment trust that invests primarily in premium-branded select-service lodging properties in the United States. As of Dec. 31, 2020, Hospitality Investors Trust owns or has an ownership interest in a total of 101 hotels, with a total of 12,673 guestrooms in 29 states. Hospitality Investors Trust and subsidiary, Hospitality Investors Trust Operating Partnership LP, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10831) on May 19, 2021. In the petition signed by CEO and president, Jonathan P. Mehlman, Hospitality Investors Trust disclosed total assets of $1,701,867,000 as of March 31, 2021 and total liabilities of $1,360,423,000 as of March 31, 2021. The cases are handled by Honorable Judge Craig T. Goldblatt. The Debtors tapped Proskauer Rose, LLP and Potter Anderson & Corroon, LLP as legal counsel, and Jefferies LLC as financial advisor. Morrison & Foerster, LLP serves as legal counsel to the independent directors. Epiq Corporate Restructuring, LLC is the Debtors' claims agent. INFRASTRUCTURE AND ENERGY: Fitch Raises IDR to 'B', Outlook Stable ------------------------------------------------------------------ Fitch Ratings has upgraded the Issuer Default Ratings (IDR) of Infrastructure and Energy Alternatives, Inc. and IEA Energy Services LLC each to 'B' from 'B-'. Fitch has also upgraded the long-term ratings on the company's senior first lien secured term loan and revolver to 'BB'/'RR1' from 'BB-'/'RR1'. The Rating Outlook is Stable. IEA's ratings and Outlook reflect the company's improving EBITDA margins, positive FCF, strong position in niche markets, and increasing diversification. Fitch also considered the improving economics of renewable energy, as well as management's focus on better contract terms with customers. Risks to the rating include company's high degree of fixed-price contracts, sensitivity to working capital fluctuations, uncertainty regarding the level of long-term wind power demand and the risk of future cost overruns. As with other engineering and construction companies, execution risk is significant. Failure to complete projects on time and on budget could materially affect the company's profitability and liquidity, potentially leading to a negative rating action. KEY RATING DRIVERS Strong Leverage: Fitch considers IEA's leverage (gross debt/EBITDA) to be very strong for a 'B' category engineering and construction (E&C) company, and one of the main drivers of the rating upgrade. Fitch views the company's actions of paying down a material amount of its outstanding debt as a prudent way to offset and manage future execution risks. Going forward, Fitch considers the company's capital structure as a moderate factor in its credit profile, and expects to focus on execution, backlog growth, and profitability as the main considerations for future positive rating momentum. Stable Profitability: Fitch believes the company's EBITDA margins will likely remain in the mid-single-digit range over the next few years; FFO and FCF margins are projected in the low-single-digit range. Fitch anticipates the company's increased diversification will aid in stabilizing the company's revenue volatility. In particular, the company's coal ash remediation business is highly regulated and should provide fairly consistent contracts, with gradually increasing demand over time. IEA's improved and stable profitability also supports Fitch's assumption that the company will generate consistent FCF over time, adjusted for seasonality and temporary working capital swings. Strong Position in Niche Markets: IEA services relatively unique construction end markets such as wind and renewable energy and rail, in addition to industrial services. The company estimates it has a 30% market share within the utility scale wind market, while the top three contractors are estimated to service approximately 70% of total capacity. Fitch believes the company's position in these unique and specialized markets provides benefits, such as visibility into customers' long-term plans and an incumbency that could lead to additional contracts. Diversification Improving: Fitch considers IEA to be somewhat diversified by end-market between Civil, Wind Power, and Rail and expects the company will continue to look for opportunities to expand further. Fitch believes additional diversification, particularly via organic growth or internally funded acquisitions, would be beneficial overall; however, there are inherent risks when expanding into new markets and geographies. The focus on execution will remain a priority. Fitch views the company's growing backlog as favorable to the company's credit profile and the agency expects backlog to remain relatively stable over the next one to two years. Fitch also views the company's backlog diversification as a meaningful contributor to the company's growth. Supportive Legislative Environment: Fitch views the current legislative environment regarding clean energy as positive for IEA. Contracts underway and in backlog already qualify for tax credits under current law, and individual states have committed to transitioning to a greater proportion of renewable energy over the next several years via Renewable Portfolio Standards (RPS) that have been enacted on the state level. Recent U.S. federal spending and tax proposals, whether passed in the current form or revised, would further support IEA's growth over time and could present additional upside to Fitch's ratings case assumptions. Improving Renewable Economics: Fitch believes the improving economics of wind and solar power is a strong tailwind for the company. Fitch believes improved economics for both wind and solar could offset some of the potential downside if federal tax credits, specifically those for wind power construction, are not extended beyond 2021. The company's expansion into solar presents a growth platform driven by an increase in demand, somewhat lower execution risk than wind and neutral-to-negative correlation with growth of wind demand. Further improvement of the cost of renewable energy production would also stabilize the long-term viability of its use, independent of outside factors such as fossil fuel and commodity costs, and the legislative environment. Prudent Contract Bidding: Despite the supply of contracts across IEA's various end-markets, management has also indicated its intention to prudently bid on contracts in order to avoid exceeding the company's capacity. Fitch believes this will mitigate some of the risks associated with cost overruns, although the company will still need to execute on its outstanding contracts. Potential for Future Cost Overruns: Many of IEA's contracts, particularly wind-power construction projects, have meaningful exposure to weather risk. This could lead to unforeseen project delays and subsequent cost overruns, which may negatively affect IEA's liquidity and financial position. Fitch believes risks of weather disruption will remain in future projects given the nature of the company's business. However, Fitch believes the company has implemented risk-mitigating conditions in recent contracts, which it will likely continue to include going forward, such as more frequent change order reviews. Execution Risk: Fitch believes IEA has a meaningful degree of execution risk. Nearly all of the company's contracts are on a fixed price basis which increases the risk of change orders and disputes. Management has expressed its intention to minimize contract overruns through risk-mitigating actions; however, it must continuously execute on these objectives. Execution risk could grow as the company aims to expand into new end markets, which may require additional training, experience or specialization in order to effectively bid on new awards and complete them on time and on budget. DERIVATION SUMMARY IEA's 'B' rating reflects the company's meaningful execution risk, demonstrated by the cost overruns that have occurred in the past which, along with seasonality, contributed to the company's temporarily strained liquidity in 1Q19. Pro forma margins are in-line or stronger than other 'B' category E&C peers such as Tutor Perini (B+/Negative); however, they could be slightly more volatile given IEA's smaller scale and lower backlog relative to size. Leverage is strong for the rating category. Fitch believes the company's diversification improved meaningfully following the two acquisitions completed in 2018. The company also maintains a strong position in the wind power construction market, and is well prepared to compete across the various niche segments in which it operates. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Revenue increases in the low to mid-single digits annually through 2023, primarily as a result of new solar power construction partially offsetting the roll-off of wind construction, coupled with improved economics of renewable energy and various states' governments' planned shifts to renewables over the next several years; -- Company begins executing on new rail projects in 2021; -- Civil revenue is relatively flat throughout the forecast; -- Margins remain relatively steady at each segment throughout the forecast period; -- No discretionary debt repayment over the forecast; -- Minimal capex spending requirements; -- Series B and A preferred shares are not considered debt in accordance with Fitch's Corporates Criteria; -- Company refinances outstanding obligations as they become due; -- Fitch does not explicitly incorporate any acquisitions into the forecast, but recognize the company could use excess cash to pursue M&A; -- No material cost overruns or project delays. Recovery Assumptions The recovery analysis assumes IEA would be reorganized rather than liquidated, and would be considered as a going concern (GC). Fitch has assumed a 10% administrative claim in the recovery analysis. In Fitch's recovery analysis, potential default is assumed to come from a combination of one or more of the following: significant cost overruns cause project delays and significant cash requirements, limiting the company's ability to service debt; or the roll-off of wind tax credits results in a severe reduction of wind power contracts and inclusion in the U.S. energy mix over the long term, while the company is simultaneously unable to diversify revenue streams enough to stem these declines. Fitch assumes a pro forma $60 million as the going concern EBITDA in its analysis. Fitch's recovery assumptions reflect a situation where new wind construction declines significantly from current levels, while the company experiences material project cost overruns. The EBITDA value assumes a post-emergence level beyond the trough which would hypothetically cause bankruptcy. The GC EV multiple used in IEA's recovery analysis is approximately 5.0x. Fitch believes the company's business profile is sustainable, although there is a degree of execution risk and some risk of cost overruns. The 5x multiple is deemed appropriate, though on the low end for U.S. Engineering and Construction peers due to the company's low trading multiple for the sector and relatively small scale when compared to the global E&C industry. Meanwhile, Fitch also considered the company's very strong position in the niche renewable construction industry and solid backlog. Fitch notes that in this scenario, when compared with a liquidation approach, a 50% accounts receivable recovery rate is used for the liquidation value analysis due to the assumption that much of the company's current project receivables would not be available to pre-petition creditors as a result of project disputes/litigation. It is customary within the industry for major disputes with project owners to drag on for years, even post-bankruptcy, and in any case would likely be settled for a significant discount. The $75 million senior first lien secured revolving credit facility is assumed to be fully drawn upon default. These assumptions result in a three-notch uplift from the IDR and a Recovery Rating of 'RR1', reflecting outstanding recovery prospects. RATING SENSITIVITIES Factors that may, individually or collectively, lead to positive rating action: -- Backlog represents greater than 1.5x to 2.0x of annual revenue on average in order to support long-term growth and visibility; -- Further end-market and project diversification and sustained annual revenue greater than $2 billion; -- FCF margins consistently greater than 2.5%. Factors that may, individually or collectively, lead to negative rating action: -- FFO leverage consistently above 3.0x; -- Strained liquidity position as a result of aggressive bidding, project mismanagement, or material cost overruns. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch considers IEA's liquidity position to be strong at an estimated $148 million as of March 2021, comprised of $95 million in cash and $53 million of revolver availability after accounting for outstanding letters of credit (LoC). Fitch expects current liquidity, coupled with projected FCF generation, will be sufficient to cover typical working capital fluctuations, capex, debt servicing, and other operational cash requirements over the rating horizon. However, Fitch recognizes that IEA's intra-year liquidity position could be vulnerable to seasonality, cost overruns, and project delays, which could lead to a strain on the company's financial profile and potential negative rating action if managed ineffectively. 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. J.C. PENNEY CO: Turns Over $105 Mil. Clayton Warehouse to Trustee ----------------------------------------------------------------- Donnell Suggs of Atlanta Business Chronicle reports that J.C. Penney Co. Inc. has turned over a 2.2 million-square-foot logistics center in Clayton County to its bankruptcy trustee for $105 million, according to property records. Glas Trust Co. LLC, which took back the massive warehouse and distribution campus, is the designated agent for the department store chain's debt restructuring. Just over a year ago, J.C. Penney announced it was filing for Chapter 11 bankruptcy. What it means: Glas Trust will put the 103-acre warehouse on the market. Clayton County values the campus at $60 million, according to property records. The basics: The property is located at 5500 Frontage Road in Forest Park about 5 miles south of Hartsfield Jackson International Airport. Glas was appointed as trustee in connection with the bankruptcy of the 119-year old American department store chain. Glas is selling 160 J.C. Penney retail centers and six of its warehouses. What's next: If Glas seeks a buyer for the massive Clayton warehouse, Atlanta's demand for industrial properties is strong. Commercial real estate services firm Colliers International recently reported Atlanta was one of the top U.S. markets for occupancy gains. Each of those markets posted more than 5 million square feet of positive absorption during the first three months of the year. Big numbers: Atlanta had $795 million in transaction volume for industrial properties in the first quarter, Colliers said. Atlanta also led U.S. markets in net absorption with 10.8 million square feet, a reflection of how many companies continue filling industrial space. Amazon has been the largest driver. About J.C. Penney Co. Inc. J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an apparel and home retailer, offering merchandise from an extensive portfolio of private, exclusive, and national brands at over 850 stores and online. It sells clothing for women, men, juniors, kids, and babies. On May 15, 2020, J.C. Penney announced that it has entered into a restructuring support agreement with lenders holding 70% of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). At the time of the filing, J.C. Penney disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsel; Katten Muchin Rosenman, LLP as special counsel; Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney A committee of unsecured creditors has been appointed in Debtors' Chapter 11 cases. The committee is represented by Cole Schotz, P.C., and Cooley, LLP. * * * J.C. Penney in November 2020 won approval to sell substantially all of its retail and operating assets ("OpCo") to a group formed by landlords Brookfield Asset Management, Inc. and Simon Property Group and senior lenders through a combination of cash and new term loan debt. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel and BRG Capital Advisors, LLC, is serving as financial adviser to Simon and Brookfield. JACQUELINE K. PIETERSE: Judgment Creditors' Rep Dropped from Suit ----------------------------------------------------------------- In the case, Jacqueline K. Pieterse, et al., Plaintiffs, v. Tyler Donegan Duncan Real Estate Services, Inc., et al., Defendants, Adv. Proc. No. 21-00061-MCR (Bankr. D. Md.), Pieterse and Jeffrey M. Cahall seek declaratory relief and compensatory and punitive damages in connection with a judgment obtained against them in state court prior to the commencement of Pieterse's Chapter 11 bankruptcy case. All of the defendants filed motions to dismiss, including John C. Hanrahan, who is named as a defendant because he represents the state-court judgment creditors in Pieterse's bankruptcy proceeding and signed and filed a proof of claim on their behalf. In a May 28, 2021 Memorandum Opinion, Bankruptcy Judge Maria Ellena Chavez-Ruark grants Hanrahan's motion to dismiss because it fails to state a claim upon which relief can be granted. A copy of the Court's decision is available at https://bit.ly/3g4D53x from Leagle.com. Tyler Donegan, Duncan Real Estate Services, Inc. and TD Healthmed Realty Partners, LLC, on February 14, 2017, filed a complaint in the Circuit Court for Frederick County against Pieterse, Cahall, Keith Clever, HMRP, Inc. and TD Healthmed Realty Partners - Robinwood, LLC, asserting causes of action for breach of employment contract (Count I), interference with contracts (Count II), interference with prospective advantage (Count III), conversion (Count IV), civil conspiracy (Count V) and accounting (Count VI). The State Court case is styled Tyler Donegan Duncan Real Estate Services, Inc., et al. v. Jeffrey Cahall, et al., Case Number 10-C-17-000401. * * * In a separate decision, Judge Chavez-Ruark held that the Court will abstain from exercising jurisdiction over the claims asserted in the adversary proceeding. Judge Chavez-Ruark said the state court is best positioned to address allegations of misconduct in connection with one of its proceedings, and the state appellate courts are designed to hear and determine appeals from the state trial courts. Judge Chavez-Ruark said the automatic stay imposed by Section 362 of the Bankruptcy Code is modified to allow the First State Court Appeal (i.e., Jeffrey M. Cahall, et al. v. Tyler Donegan Duncan Real Estate Services, Inc., et al., Case Number CSA-REG-0195-2020) and the Second State Court Appeal (i.e., Jacqueline Pieterse v. Tyler Donegan Duncan Real Estate Services, Inc., Case Number CSA-REG-0450-2020) to continue to final judgments and/or to otherwise pursue the claims asserted in the Complaint to a final judgment in the State Court, the Court of Special Appeals and/or the Court of Appeals (as applicable). The Bankruptcy Court will retain jurisdiction with respect to the allowance or disallowance of claims the Defendants may have in Pieterse's bankruptcy case upon the final resolution of the appeals and/or any other proceedings commenced or continued in the State Court, the Court of Special Appeals and/or the Court of Appeals of Maryland consistent with the terms of this Order. Because the Court no longer has jurisdiction to consider the remaining claims in the Complaint, the Court said the Complaint before it is dismissed without prejudice. A copy of the Court's Memorandum Opinion Regarding Order Abstaining from Exercising Jurisdiction is available at https://bit.ly/3fLd7TS from Leagle.com. The bankruptcy case is, In re Jacqueline Kathleen Pieterse, Case No. 20-17425 (Bankr. D. Md., August 7, 2020). JDS FOURTH AVENUE: Owner Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------------- Sasha Jones of The Real Deal reports that developer Michael Stern's JDS Fourth Avenue LLC, which owns a majority interest in a Park Slope, Brooklyn condo project, has filed for Chapter 11 bankruptcy protection in Delaware. The company has a 51 percent stake in the Park Slope condo project at 613 Baltic Street, according to bankruptcy documents filed Tuesday, June 1, 2021. That property is the subject of a legal battle between JDS Development and Staten Island-based construction company Tona Construction & Management. Previously, the construction company alleged that the developer ignored their partnership agreement to build the 43-unit condo building at 613 Baltic Avenue. In doing so, Stern withheld financial information on the project and instead used JDS’ own construction arm at inflated rates, the 2018 lawsuit claims. The project has since been completed. The lawsuit was moved to bankruptcy court, given the filing. Now, in the bankruptcy filing, the construction company's litigation claim is included among the list of creditors who have unsecured claims. Others are FTI Consulting, which has a claim of $178,922, and law firm Kasowitz Benson Torres LLP, with a claim of $309,292. Though Tona Construction was seeking at least $65.8 million in damages in its lawsuit against the company, the unsecured claim amount is listed as unknown. About JDS Fourth Avenue LLC JDS Fourth Avenue LLC is a condominium project owned by real estate developer Michael Stern. JDS Fourth Avenue sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10888) on June 1, 2021. In the petition signed by owner and managing member Michael Stern, JDS estimated assets of between $1 million and $10 million and estimated liabilities of between $1 million and $10 million. The cases are handled by Honorable Judge Karen B. Owens. The Debtor's counsel is Scott D. Cousins of COUSINS LAW LLC. JOHN MCDONNELL MCPHERSON: Arbitration Proceedings Can Continue -------------------------------------------------------------- Bankruptcy Judge Michelle M. Harner lifted the automatic stay in the Chapter 11 case of John McDonnell McPherson to allow arbitration proceedings involving the Debtor and Camac Fund L.P., to proceed. According to Judge Harner, "The parties in this contested matter have very different views concerning a potential conflict between a pending prepetition arbitration proceeding and this chapter 11 case. From the debtor's perspective, all of the issues overlap with his reorganization efforts and thus should be resolved by this Court. From the creditor's perspective, the arbitrator could resolve most, if not all, issues between the parties, leaving just the treatment of any resulting claim for the chapter 11 case. Like many disputes, the Court fails to find an easy or bright line solution resolving the matter in accordance with either party's position. The dispute requires careful consideration of the language of the arbitration agreement, the [Federal Arbitration Act], and the [Bankruptcy] Code." "Having reviewed all of the materials, applicable law, and the parties' arguments, the Court concludes that it must defer to the arbitration proceeding, but only as to the prepetition non-core claims asserted by the parties in that proceeding. It will, in turn, modify the automatic stay of section 362 of the Code for this limited purpose. All other issues and claims between the parties will remain subject to the automatic stay and resolution in connection with this chapter 11 case." Prior to the bankruptcy filing, the Debtor and Camac entered into a Litigation Funding Agreement, under which Camac was to extend financing to the Debtor in exchange for a percentage of the Debtor's interest in certain whistleblower litigation cases. Disputes arose between the parties under the Funding Agreement, and Camac invoked its rights under the Funding Agreement's arbitration clause. The Debtor filed a response disputing, among other things, the validity of the arbitration and asserting counterclaims against Camac. A hearing was scheduled in the arbitration proceeding, but was stayed by the filing of the chapter 11 case. A copy of the Court's June 1, 2021 Memorandum Opinion is available at https://bit.ly/2Tzeb4t from Leagle.com. John McDonnell McPherson filed a chapter 11 case (Bankr. D. Md. Case No. 21-10205) on January 12, 2021. LUMEN TECHNOLOGIES: Fitch Rates $1BB Notes Due 2029 'BB' -------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to Lumen Technologies, Inc.'s (Lumen) offering of $1 billion of senior unsecured notes due 2029. Net proceeds from the offering together with cash on hand, are expected to be used for general corporate purposes, including the repayment of $1.231 billion of Lumen's 6.45% senior unsecured notes maturing June 15, 2021. Lumen's Long-Term Issuer Default Rating is 'BB' and the Rating Outlook is Stable. The ratings primarily reflect Lumen's meaningful scale in enterprise services as well as its progress in reducing debt, extending maturities, lowering interest expense and ongoing cost-reduction plans. Concerns include the impact on revenues and EBITDA in 2022 as Connect America Fund II (CAF II) federal support revenue goes away. The impact on FCF is expected to largely be offset by lower capex as the CAF II program winds down. KEY RATING DRIVERS Key Competitor in Business Services: Lumen operates in an industry where scale is a key factor, and is a large competitor overall, the second-largest operator serving business customers after AT&T Inc. Lumen is modestly larger than the business customer operations of Verizon Communications Inc. The company's network capabilities, in particular a strong metropolitan network, and a broad product and service portfolio emphasizing IP-based infrastructure and managed services, provide the company with a solid base to grow enterprise segment revenue. Secular Challenges Facing Telecoms: In Fitch's view, Lumen continues to face secular challenges similar to other wireline operators in its residential business. Following the acquisition of Level 3, the consumer operation became a much smaller part of the overall business and accounts for approximately one-quarter of revenue, down from 35% in 2016. Fitch expects this share to continue to decline over time, given legacy revenue trends and a more targeted investment strategy in the segment. Prioritizing Debt Reduction: Lumen has been focused on delevering since reducing its common dividend in February 2019 and is targeting a net debt/adjusted EBITDA ratio of 2.75x-3.25x. Fitch believes operating with lower leverage will better position the company in the long term. Management has recently commented that it is having discussions with its board regarding future capital allocation policies as it makes progress toward its leverage target, but nothing formal has been announced. Cost Reductions: Lumen says it achieved a run rate of $830 million in annualized cost savings in 4Q20 under initiatives set in motion in early 2019. The company reached its target of $800 million-$1 billion of additional EBITDA-improving initiatives one year earlier than planned. Achieving transformation savings will remain a priority for the company but savings will no longer be reported. Parent-Subsidiary Relationship: Fitch links the ratings of Lumen and its operating subsidiaries, based on strong operational and strategic ties. DERIVATION SUMMARY Lumen has a relatively strong competitive position based on the scale and size of its operations in the enterprise/business services market. In this market, Lumen has a moderately smaller revenue position than AT&T Inc. (BBB+/Stable) and is similar in size to Verizon Communications Inc. (A-/Stable). All three companies have an advantage with national or multinational companies, given extensive footprints in the U.S. and abroad. Lumen also has a larger enterprise business that notably differentiates it from other wireline operators, such as Windstream Services, LLC and Frontier Communications Holdings, LLC (BB-/Stable). AT&T and Verizon maintain lower financial leverage, generate higher EBITDA and FCF, and have wireless offerings providing more service diversification compared with Lumen. FCF improved at Lumen due to the dividend reduction, lower interest expense due to delevering and cost synergies. Lumen has lower exposure to the secularly challenged residential market than wireline operators Frontier and Windstream. The residential market held up relatively well during the coronavirus pandemic but continues to face secular challenges. Incumbent wireline operators face competition for residential broadband customers from cable operators, including Comcast Corp. (A-/Stable) and Charter Communications Inc. Fitch rates Charter's indirect subsidiary CCO Holdings, LLC 'BB+'/Outlook Stable. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Fitch assumes revenues will decline in the mid-single-digits in 2021, due to pressure in legacy business lines, a slower recovery in the business market as purchasers delay decisions and due to the sale of a small business line in 2020. Revenues further decline in 2022 due to the expiration of the CAF II funding; -- EBITDA margins are expected to be around 42% in 2021; -- EBITDA margins decline 50 bps to 100 bps in 2022-2024 due to the loss of CAF II funding; -- Fitch expects capex to be toward the middle of company guidance of $3.5 billion-$3.8 billion. Capex declines in 2022 based on the expiration of CAF II leading to lower spending in areas previously supported by this subsidy; -- FCF directed to deleveraging over the forecast horizon. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Gross leverage, defined as total debt with equity credit/operating EBITDA, remaining at or below 3.0x, with FFO leverage of 3.0x, while consistently generating positive FCF margins in the mid-single-digits; -- Demonstrating consistent EBITDA and FCF growth. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A weakening of Lumen's operating results, including deteriorating margins and consistent mid-single-digit or greater revenue erosion brought on by difficult economic conditions or competitive pressures the company is unable to offset through cost reductions; -- Discretionary management decisions, including but not limited to execution of M&A activity that increases gross leverage beyond 4.5x, with FFO leverage of 4.5x, in the absence of a credible deleveraging plan. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: Lumen's cash and cash equivalents totaled $486 million at March 31, 2021. Total debt as of March 31, 2021 pro forma for the current offering and repayment of the June maturity was just over $31.2 billion before finance leases, unamortized discounts, debt issuance costs and other adjustments. On the same basis, pro forma for subsequent events, YE 2019 debt was $33.7 billion. Lumen continues to actively manage its debt structure by reducing total debt, extending maturities and lowering interest expense. Since the end of 2018, Lumen has reduced pro forma 2021-2025 maturities by nearly $17 billion through repayment or by extending maturities and reduced interest expense by nearly $600 million annually. The credit agreement was amended and restated in January 2020. The $2.2 billion senior secured revolving credit facility was undrawn as of March 31, 2021. Lumen's secured credit facility benefits from secured guarantees by Qwest Communications International, Inc.; Qwest Services Corporation; CenturyTel Investments of Texas, Inc.; and CenturyTel Holdings, Inc. A stock pledge is provided by Wildcat HoldCo, LLC, the parent of Level 3 Parent, to the Lumen credit facility. The credit facility is guaranteed on an unsecured basis by Embarq Corporation and Qwest Capital Funding, Inc. The largest regulated subsidiary, Qwest Corporation, does not guarantee Lumen's secured facility, nor does Level 3 Parent. The Lumen senior secured notes are guaranteed by the same subsidiaries that guarantee the senior secured credit facilities and will be secured by the same collateral. CenturyLink Communications, LLC was released as a guarantor of the senior secured credit facility, which makes the notes pari passu with the credit facility. The secured revolving credit facility and Term Loan A limit Lumen's gross debt/EBITDA to no more than 4.75x. The current credit agreement requires cash interest coverage to be no less than 2.0x. The company is subject to an excess cash flow sweep of 50%, with step downs to 25% and 0%, at total leverage of 3.5x and 3.0x, respectively. The excess cash flow calculation provides credit for voluntary prepayments and certain other investments. Fitch estimates 2021 FCF, or cash flow from operations less capex and dividends, will be in the $1.5 billion to $1.6 billion range. Long-term debt maturities remaining in 2021, pro forma for the use of proceeds from the current offering, total approximately $1.2 billion, and $1.5 billion in 2022. ISSUER PROFILE Lumen is one of the largest wireline telecommunications services providers in the U.S. serving domestic and global enterprise customers with approximately 450,000 route miles of fiber optic cable globally. The company has a strong presence serving multinational corporations, large enterprises, small and medium-sized businesses, governments and other carriers on a wholesale basis. 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. MERCY HOSPITAL: New Owner to Invest $50 Million ----------------------------------------------- Lauren Coleman-Lochner of Bloomberg News reports that Mercy Hospital and Medical Center's new owner will invest $50 million in the next two years as it works to rebuild a facility once slated for shutdown. Insight, which took over June 1, 2021, will create a "comprehensive plan to increase services and meet community need," a representative said in an email Wednesday. It will also appoint three independent community board members within 90 days and restore a full emergency department. Insight said it also intends to revive Mercy's status as a teaching hospital as part of a plan to operate Mercy as a full-service hospital through 2029. About Mercy Hospital Mercy Hospital operates the general acute care hospital known as Mercy Hospital & Medical Center located at 2525 South Michigan Ave., Chicago. The hospital offers inpatient and outpatient services. Mercy Health System of Chicago, an Illinois not-for-profit corporation, is the sole member of Mercy Hospital. The health care facilities are part of Trinity Health's network of health care providers. On the Web: http://www.mercy-chicago.org/ Mercy Hospital and Medical Center and Mercy Health System of Chicago sought Chapter 11 protection (Bankr. N.D. Ill. Case Nos. 21-01805 and 21-01806) on Feb. 10, 2021. Mercy Hospital estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Timothy A. Barnes oversees the cases. Foley Lardner LLP, led by Matthew J. Stockl, is the Debtors' legal counsel. Epiq Corporate Restructuring, LLC is the claims, noticing, solicitation and administrative agent. The U.S. Trustee for Region 11 appointed an official committee of unsecured creditors on March 3, 2021. The committee is represented by Sills Cummis & Gross, P.C. and Perkins Coie LLP. David N. Crapo is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. The PCO is represented by Sugar Felsenthal Grais & Helsinger, LLP. MIND TECHNOLOGY: Reports Fiscal 2022 First Quarter Results ---------------------------------------------------------- MIND Technology, Inc. reported financial results for its fiscal 2022 first quarter ended, April 30, 2021. Revenues from Marine Technology Products sales for the first quarter of fiscal 2022 were $4.2 million compared to $6.4 million in the fourth quarter of fiscal 2021 and $3.2 million in the first quarter of fiscal 2021. The Company reported a net loss from continuing operations for the first quarter of fiscal 2022 of approximately $3.7 million compared to a net loss of $3.3 million in the fourth quarter of fiscal 2021 and a net loss of $6.4 million in the first quarter of fiscal 2021. First quarter of fiscal 2022 net loss attributable to common shareholders was a $(0.33) loss per share compared to a net loss per share of $(0.30) in the fourth quarter of fiscal 2021 and a net loss of per share of $(0.59) in the first quarter of fiscal 2021. Backlog of Marine Technology Products as of April 30, 2021 was approximately $11.0 million compared to $14.2 million at Jan. 31, 2021, $8.2 million at Oct. 31, 2020 and $8.9 million at Jan. 31, 2020. Rob Capps, MIND's co-chief executive officer, stated, "During the first quarter of fiscal 2022, we started to experience the impact of the disruptions to the global supply chain that have been widely reported. While not a material issue at this time, supply chain issues have generally extended lead times for a number of items. In some cases, customers did not receive ancillary items from third parties, causing them to delay deliveries from us. Additionally, we and our customers have experienced longer shipping times, particularly with ocean freight. As a result of these factors, our first quarter results were less than we had anticipated. We have taken steps to address these issues and expect significant improvement in following quarters. "Our backlog remains solid at $11.0 million as of April 30, 2021, although down from our record fourth quarter of fiscal 2021 backlog. While one customer did cancel an order for approximately $2.1 million due to changes in their near-term requirements, we expect future orders from this customer as their needs become more clearly defined. We are continuing to experience an increase in inquiries for marine exploration applications, particularly for our source controllers and related components and expect to receive a couple of significant orders, totaling more than $5.0 million, in the second quarter of fiscal 2022. "We believe our long-term picture remains positive as we are on track with our strategic initiatives to expand our product offerings and market penetration, and our five-year plan generally remains unchanged. Last quarter, we expanded our contract with PGS, a leading integrated marine geophysical company, to provide advanced source controller technology, adding to the GunLink and SourceLink products currently deployed in the PGS fleet. "We are internally developing new technologies to strengthen our existing portfolio and create new solutions to address the global marine marketplace. As previously stated, our goal is to generate annual revenues of $140 million with an EBITDA margin of over 20% within the next five years. Our belief is partially driven by the growing use of unmanned systems and the need for sensor packages for those systems, the need for higher resolution sonar systems in both military and commercial applications and the need for more cost effective maritime security capabilities. "Going forward, we believe that the positive trend for order flow will continue beyond fiscal 2022. While we do not know the magnitude or duration of the global supply chain issues, we have taken necessary steps to reduce expenses and have maintained a healthy balance sheet with zero debt. We plan to continue to execute on our strategy to become the leading provider of innovative marine technology and products, and believe that the Company is well-positioned to capture both internal and non-organic growth opportunities as they develop," concluded Capps. About Mind Technology Mind Technology, Inc. -- http://mind-technology.com-- provides technology and solutions for exploration, survey and defense applications in oceanographic, hydrographic, defense, seismic and security industries. Headquartered in The Woodlands, Texas, MIND Technology has a global presence with key operating locations in the United States, Singapore, Malaysia and the United Kingdom. Its Klein and Seamap units design, manufacture and sell specialized, high performance sonar and seismic equipment. Mind Technology reported a net loss of $20.31 million for the year ended Jan. 31, 2021, compared to a net loss of $11.29 million for the year ended Jan. 31, 2020. As of Jan. 31, 2021, the Company had $39.76 million in total assets, $9.35 million in total liabilities, and $30.42 million in total stockholders' equity. Houston, Texas-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 16, 2021, citing that "The Company has a history of losses and has had negative cash flows from operating activities in the last two years. The Company may not have access to sources of capital that were available in prior periods. In addition, the COVID-19 pandemic and the decline in oil prices during fiscal 2021 caused a disruption to the Company's business and delays in some orders. Currently management's forecasts and related assumptions support their assertion that they have the ability to meet their obligations as they become due through the management of expenditures and, if necessary, accessing additional funding from the at-the-market program or other equity financing. Should there be constraints on the ability to access capital under the at-the-market program or other equity financing, the Company has asserted that it can manage cash outflows to meet the obligations through reductions in capital expenditures and other operating expenditures." MKS REAL ESTATE: Unsecs. to Recoup 100% in 60 Mos. at $60K Monthly ------------------------------------------------------------------ MKS Real Estate, LLC, filed with the Bankruptcy Court a Plan of Reorganization and a Disclosure Statement on May 28, 2021. The Debtor owns a piece of real property in Fort Worth, Texas, which it purchased for $1,600,000 in October 2015. The Debtor obtained a construction loan for $2,200,000 on the property, and invested an additional $3,000,000 in the construction. In July 2019, BankcorpSouth advanced the Debtor approximately $800,000 for additional build out costs. The Property was to be used as the terminal for Marquis Transportation, and to house executive suites. The executive suite were completed and opened in February 2020. The COVID-19 pandemic effectively shut down the executive spaces in March 2020. Marquis Transportation was unable to generate the expected revenues. The Debtor protested its property taxes, which increased from $65,000 in 2019 to over $225,000 in 2020. As part of that protest the Debtor did not pay the property taxes. BankcorpSouth determined the failure to pay these taxes was a default under the loan documents and proceeded to post the Property for foreclosure which lead to the bankruptcy filing. Postpetition Operations Pursuant to the Plan, the Debtor will continue to lease the Property to Marquis Transportation and to lease out the executive space. The Debtor will use the monthly rental to make payments to creditors under the Plan. The Debtor intends to continue to market the Property and to sell the Property in an amount sufficient to repay all creditors. All creditors will be paid in full at the closing of any sale of the Property. The Debtor is specifically authorized to sell the Property for an amount sufficient to repay all Allowed Claims in full post confirmation without the need for further Court Order, pursuant to the terms of the Plan. The Reorganized Debtor will continue in business until the sale of the Property. Classes of Claims and Their Treatment Under the Plan a. Class 1 Claims (Allowed Administrative Claims of Professionals and US Trustee) The Debtor believes that the amount of Class 1 Claims will not exceed $15,000. Class 1 Claimants are unimpaired. b. Class 2 Claims (Allowed Tax Creditor Claims) Class 2 Claims consist of Claims filed by (i) Tarrant County Tax Assessor for $368,027 and (ii) Eagle Mountain Saginaw ISD for $420,742. These taxing authorities will be entitled to post-petition pre-Effective Date interest on their claims at the statutory rate of 1% per month, and post Effective Date interest at the rate of 12% per annum. The Debtor shall pay Class 2 claims based on an amortization period of 60 months from the Petition Date, commencing on the Effective Date. The monthly payment will be approximately $17,500. The Ad Valorem Taxing Authorities shall retain their liens, if any, to secure their Tax Claims until paid in full. c. Class 3 Claims (BankcorpSouth Bank) Class 3 consist of BanksouthCorp proof of claims asserting a secured claim for $6,688,095 for two promissory notes, which are secured by a deed of trust recorded on the Property. The Debtor shall pay the BankcorpSouth Secured Claim over a 25-year amortization period, with interest at 5% per annum. The Debtor shall make 59 equal monthly payments of $39,098 commencing on the Effective Date, and one payment on the 60th month after the Effective Date of all outstanding principal and accrued interest. The Debtor will continue to market the Property for sale. BankcorpSouth shall retain all its liens on the property in its current lien priority to secure repayment of the promissory notes. The Debtor reserved the right to pre-pay this claim without penalty at any time including upon the sale of the Property. The Class 3 Creditor is impaired. d. Class 4 Claims (Allowed Unsecured Creditors' Claims) All creditors holding allowed unsecured claims will be paid from the rental income until the Property sells. Upon any sale all amounts outstanding to any Allowed Unsecured Creditor will be paid at closing. The Class 4 Creditors shall receive their pro rata share of 60 monthly payments of $6,000 commencing 90 days after the Effective Date. Debtor shall pay $6,000 monthly beginning on the Effective Date until all Class 4 Claimants are paid in full. The unsecured creditors shall receive 100% of their allowed claims under this Plan. The Class 4 Creditors are impaired. Classes 2 through 4 Claims are impaired and may vote on the Plan. e. Class 5 Claim (Current Ownership). Ownership shall remain 100% in Luis Leal. The Plan contemplates that there will be excess funds to pay Creditor Claims. The major risk associated with the Plan is the Debtor's ability to continue to receive rental income from the Property as contemplated by the Plan. A copy of the Disclosure Statement is available for free at https://bit.ly/3g21kj6 from PacerMonitor.com. About MKS Real Estate MKS Real Estate, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-40424) on March 1, 2021. Luis Leal, managing member, signed the petition. In the petition, the Debtor disclosed less than $50,000 in assets and $1 million to $10 million in liabilities. Judge Edward L. Morris oversees the case. Eric A. Liepins, Esq., at Eric A. Liepins, PC, serves as the Debtor's counsel. MOHEGAN TRIBAL: Ray Pineault Appointed as President, CEO -------------------------------------------------------- Mohegan Gaming & Entertainment has appointed Ray Pineault as its president and chief executive officer, effective immediately. In this role, Mr. Pineault will oversee all day-to-day operations for MGE, including ongoing brand growth and continuing to ensure MGE delivers unmatched personalized services and memorable guest experiences. This marks a truly exciting new chapter for the company as it successfully navigates out of the pandemic and through the ever-evolving world of integrated entertainment and the digital gaming landscape. Mr. Pineault has been acting as interim CEO for MGE since March 31, 2021. "I want to congratulate fellow Tribal member Ray Pineault as he assumes the role of President and Chief Executive Officer for Mohegan Gaming & Entertainment," said James Gessner, Jr., chairman of the Mohegan Tribe and MGE Management Board. "We are tremendously lucky to have someone of Ray's caliber, experience and intellect taking on this role. His grasp of our organization and all its moving parts across nine worldwide properties is unmatched. Having someone with these abilities come from within our Tribal membership makes this day all the more meaningful." After 20 years of service to the Mohegan Tribe, including serving as president and general manager of the brand's flagship property, Mohegan Sun Connecticut, and most recently as chief operating officer of MGE, Mr. Pineault brings a wealth of legal and business knowledge with him to the CEO role. In this role, Mr. Pineault will be responsible for the overall success of MGE where, in alignment with the Tribal Council, he will create, communicate, and execute a global vision, strategy, and direction for the company, drive the company's culture, values, and behavior, build a high performing executive team, and allocate capital to the company's priorities. He will also drive the operational results of all MGE owned and affiliated properties - through overseeing the effective development, implementation and measurement of all strategic business plans including capital and operating budgets, marketing, technology, people, operations, development, and legal. "I have dedicated my career to ensuring the success of Mohegan Gaming & Entertainment, and I look forward to the immense growth, development and accomplishments we will achieve in this next chapter together," said Ray Pineault, president and chief executive officer of MGE. "I am grateful to the Mohegan Tribe for this opportunity and will work tirelessly to uphold our values and traditions, both here in the United States and in the communities around the world in which we operate." In connection with his appointment, Mr. Pineault's annual base salary has been increased from $775,000 to $1,000,000. Any additional changes to Mr. Pineault's compensation arrangements in connection with his appointment will be disclosed when made. About Mohegan Tribal The Mohegan Tribal Gaming Authority d/b/a Mohegan Gaming & Entertainment -- http://www.mohegangaming.com-- is primarily engaged in the ownership, operation and development of integrated entertainment facilities, both domestically and internationally, including: (i) Mohegan Sun in Uncasville, Connecticut, (ii) Mohegan Sun Pocono in Plains Township, Pennsylvania, (iii) Niagara Fallsview Casino Resort, Casino Niagara and the 5,000-seat Niagara Falls Entertainment Centre, all in Niagara Falls, Canada, (iv) Resorts Casino Hotel in Atlantic City, New Jersey, (v) ilani Casino Resort in Clark County, Washington, (vi) Paragon Casino Resort in Marksville, Louisiana and (vii) INSPIRE Entertainment Resort, a first-of-its-kind, multi-billion dollar integrated resort and casino under construction at Incheon International Airport in South Korea. Mohegan Tribal reported a net loss of $162.02 million for the fiscal year ended Sept. 30, 2020, compared to a net loss of $2.38 million for the fiscal year ended Sept. 30, 2019. As of March 31, 2021, the Company had $2.85 billion in total assets, $2.99 billion in total liabilities, and a total capital of ($132.11 million). Deloitte & Touche LLP, in Hartford, Connecticut, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Dec. 29, 2020, citing that certain tranches of the Company's senior secured credit facilities mature on Oct. 13, 2021, and the Company has determined that it will need to refinance these near-term maturities in order to meet the debt obligations at maturity, and the Company expects that without such a refinancing it is probable that it will not have sufficient liquidity to meet those debt obligations, and it may not be able to satisfy its financial covenants under the senior secured credit facilities. These conditions and events, when considered in the aggregate raise substantial doubt about the Company's ability to continue as a going concern. * * * As reported by the TCR on Feb. 4, 2021, Moody's Investors Service upgraded Mohegan Tribal Gaming Authority's ("MTGA") Corporate Family Rating to Caa1 from Caa2. The upgrade considers that on January 26, MTGA closed on a refinancing that had a meaningful positive impact on the company's liquidity. MUSCLEPHARM CORP: Appoints New Independent Board Member ------------------------------------------------------- MusclePharm Corporation has appointed Paul Karr as a new independent Board Member. With a history in financial reporting, issue resolution, and internal controls across numerous fields including pharmaceuticals, manufacturing, insurance and financial services at companies such as American Express and General Electric, Mr. Karr assumes the role of Audit Committee Chair. Mr. Ryan Drexler, Chairman of the Board and CEO of MusclePharm stated, "With his illustrious career at American Express, General Electric, Bristol-Myers Squibb, and Deloitte & Touche among other reputable companies, I'm very excited to welcome Paul Karr to the Board of Directors at MusclePharm. I'm confident that his appointment signals the strength of the brand and its ability to attract top-level talent." "I am delighted to join the Board of MusclePharm at this important time in its development," commented Paul Karr. "I look forward to working with my fellow Board members and management to ensure that the company has the controls and governance to support its future growth." Mr. Karr will be compensated for his service as a director in accordance with the Company's non-employee director compensation policy. The Company plans to enter into an indemnification agreement with Mr. Karr, which will provide him with indemnification in connection with his service as a member of the Board. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.musclepharm.comand http://www.musclepharmcorp.com-- is a lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. The Company offers a broad range of performance powders, capsules, tablets, gels and on-the-go ready to eat snacks that satisfy the needs of enthusiasts and professionals alike. MusclePharm reported net income of $3.18 million for the year ended Dec. 31, 2020, compared to a net loss of $18.93 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $9.95 million in total assets, $34.27 million in total liabilities, and a total stockholders' deficit of $24.32 million. Los Angeles, California-based SingerLewak LLP issued a "going concern" qualification in its report dated March 29, 2021, citing that the Company has suffered recurring losses from operations, has an accumulated deficit and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. NATURALSHRIMP INC: Buys 980,000 NAS Shares From F&T Water --------------------------------------------------------- NaturalShrimp Incorporated entered into a securities purchase agreement with F&T Water Solutions, LLC on May 19, 2021. Prior to entering into the SPA, the Company owned 51% and F&T owned 49% of the issued and outstanding shares of common stock of Natural Aquatic Systems, Inc., a Texas corporation. Upon the closing of the SPA, the Company would purchase the NAS shares owned by F&T (980,000 shares of NAS' common stock) for a purchase price of $1 million dollars in cash and shares of the Company's common stock with a value of $2 million. The Company paid the cash purchase price on May 20, 2021 and the parties agreed on May 25, 2021 that the Company would issue shares with a value of $0.505 per share for a total issuance of 3,960,396 shares of the Company's common stock to F&T in connection with the SPA. The purchase of the NAS shares closed on May 25, 2021. Patents Purchase Agreement On May 19, 2021, the Company entered into a Patents Purchase Agreement with F&T. The Company and F&T had previously jointly developed and patented a water treatment technology used or useful in growing aquatic species in re-circulating and enclosed environments with each party owning a 50% interest. Upon the closing of the Patents Agreement, the Company would purchase F&T's interest in the Patent, F&T's 100% interest in a second patent associated with the first Patent issued to F&T in March 2018, and all other intellectual property rights owned by F&T for a purchase price of $2 million dollars in cash and shares of the Company's common stock with a value of $5 million. The Company paid the cash purchase price on May 20, 2021 and the parties agreed on May 25, 2021 that the Company would issue shares with a value of $0.505 per share for a total issuance of 9,900,990 shares of the Company's common stock to F&T in connection with the Patents Agreement. The closing of the Patents Agreement took place on May 25, 2021. Leak-Out Agreements In connection with the issuance of a total of 13,861,386 shares of the Company's common stock pursuant to the SPA and the Patents Agreement, the Company and F&T, on May 19, 2021, entered into two separate leak-out agreements. Pursuant to the Leak-Out Agreements, F&T agreed that it would not sell or transfer the Shares for six months following the closing of the SPA and Patents Agreement and that, following these six months, each shareholder of F&T who was issued a portion of the Shares could sell up to one-sixth of their portion of the Shares every 30 day period occurring thereafter for the next six months. Following the one year anniversary of the closings, there will be no further restrictions regarding the sale or transfer of the Shares. About Natural Shrimp NaturalShrimp, Inc. is a publicly traded aqua-tech Company, headquartered in Dallas, with production facilities located near San Antonio, Texas. The Company has developed a commercially viable system for growing shrimp in enclosed, salt-water systems, using patented technology to produce fresh, never frozen, naturally grown shrimp, without the use of antibiotics or toxic chemicals. NaturalShrimp systems can be located anywhere in the world to produce gourmet-grade Pacific white shrimp. NaturalShrimp recorded a net loss of $4.81 million for the year ended March 31, 2020, compared to a net loss of $7.21 million for the year ended March 31, 2019. As of Dec. 31, 2020, the Company had $15.39 million in total assets, $9.60 million in total liabilities,$208,333 in series D redeemable convertible preferred stock, and $5.58 million in total stockholders' equity. Turner, Stone & Company, L.L.P., in Dallas, Texas, issued a "going concern" qualification in its report dated June 26, 2020, citing that Company has suffered significant losses from inception and has a significant working capital deficit. These conditions raise substantial doubt about its ability to continue as a going concern. NINE POINT: Asks Court to Grant $157.1 Mil. Priority Claim ---------------------------------------------------------- Law360 reports that oil and gas company Nine Point Energy's pipeline provider has asked a Delaware bankruptcy court to grant it a $157.1 million priority claim for unpaid bills at the same time Nine Point is asking permission to sell its assets to its secured creditors for a $250 million credit bid. In papers filed Monday, May 31, 2021, Nine Point reported it had not received any offers topping the stalking horse credit bid, while midstream provider Caliber Midstream filed an adversary action claiming it held liens that gave it a higher priority claim to "substantially all" of Nine Point's assets than its secured creditors. About Nine Point Energy Nine Point Energy Holdings, Inc. -- https://ninepointenergy.com/ -- is a private exploration and production company focused on value creation through the safe, efficient development of oil and gas assets within the Williston Basin. Nine Point Energy Holdings, Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10570) as the Lead Case, on March 15, 2021. The three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are: Nine Point Energy, LLC (Bankr. D. Del. Case No. 21-10571), Foxtrot Resources, LLC (Bankr. D. Del. Case No. 21-10572), and Leaf Minerals, LLC (Bankr. D. Del. Case No. 21-10573). The cases are assigned to Judge Mary F. Walrath. The Debtors estimated assets and liabilities (on a consolidated basis) in the range $100 million to $500 million. The Debtors tapped as counsel the following: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Ashley E. Jacobs, Esq., and Jacob D. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP; Richard A. Levy, Esq., Caroline A. Reckler, Esq., and Jonathan Gordon, Esq., at Latham & Watkins LLP; and George A. Davis, Esq., Nacif Taousse, Esq., Alistair K. Fatheazam, Esq., and Jonathan J. Weichselbaum, Esq., at Latham & Watkins LLP. The Debtors engaged AlixPartners LLP as their Financial Advisor, Perella Weinberg Partners L.P. as their Investment Banker, and Lyons, Benenson & Co., Inc. as their Compensation Consultant. NINE POINT: May Reject Caliber Accord, Court Says ------------------------------------------------- Bankruptcy Judge Mary F. Walrath ruled that Nine Point Energy Holdings, Inc. may: -- reject the Midstream Services Agreement and related agreements that the Debtors' predecessor, Triangle USA Petroleum Corporation, entered into with Caliber North Dakota LLC, Caliber Midstream Fresh Water Partners LLC, and Caliber Measurement Services LLC, including any covenants or equitable servitudes therein, pursuant to section 365 of the Bankruptcy Code; and -- sell their assets free and clear of any rights of Caliber pursuant to section 363 of the Bankruptcy Code. Pursuant to the MSA, Caliber provided services to the Debtors including gathering, processing, and transportation of gas, oil, and water from the Debtors' gas and oil leases in North Dakota, in exchange for which the Debtors agreed to pay minimum monthly revenues to Caliber. Caliber argued that the Debtors agreed in a 2018 stipulation and amendment to the MSA that the Interests and Dedications in the deal are not executory and, therefore, the Debtors cannot reject those provisions under 365 of the Bankruptcy Code. The Court rejected this argument, saying such an agreement violates public policy. Federal courts consistently refuse to enforce waivers of federal bankruptcy rights, Judge Walrath said, citing In re Intervention Energy Holdings, 553 B.R. 258, 265-66 (Bankr. D. Del. 2016) (concluding that waiver of right to file bankruptcy petition was void as contrary to federal public policy); In re Trans World Airlines, Inc., 261 B.R. 103, 113-17 (Bankr. D. Del. 2001) (concluding that pre-petition waiver of debtor's right to assume or reject an executory contract was unenforceable). Bankruptcy Code Section 363(f)(5) provides that "[A debtor] may sell property . . . free and clear of any interest in such property of an entity other than the estate, . . . if . . . (5) such entity could be compelled, in a legal or equitable proceeding, to accept money satisfaction of such interest." Caliber asserted that the MSA and North Dakota law provides it with an equitable remedy for breach of the MSA, in addition to any monetary remedy. Caliber argued that, under the MSA and North Dakota law, it alone has the right to elect whether to accept an equitable remedy or a money satisfaction of its claims. It contended that rejection of the MSA would not eliminate that right. Therefore, it argued it could not be compelled to accept a money satisfaction of its claims. The Court disagreed, saying the Third Circuit has held that if the holder of an equitable claim can be fully compensated with monetary damages, then the debtor can sell its assets free of its interest under section 363(f)(5). Judge Walrath pointed to In re Trans World Airlines, Inc., 322 F.3d 283, 290-91 (3d Cir. 2003) (holding that the debtor could sell its assets free and clear of airline employees' rights in travel vouchers and EEOC claims because those rights could be valued and satisfied by money); In re Continental Airlines, 125 F.3d 120, 133-36 (3d Cir. 1997) (holding that debtor could sell its assets free and clear of airline pilots' seniority integration rights because those rights could be valued and satisfied by money). Judge Walrath held that the availability of money damages under the MSA and state law demonstrated that Caliber's equitable claim is compensable with an award of money and that under Third Circuit precedent, the Debtors could sell their assets free and clear of Caliber's interests under section 363(f)(5). The case is, Nine Point Energy Holdings, Inc., and Nine Point Energy, LLC Plaintiffs, v. Caliber Measurement Services LLC, Caliber Midstream Fresh Water Partners LLC and Caliber North Dakota LLC, Defendants, Adv. No. 21-50243 (Bankr. D. Del.). A copy of the Court's June 1, 2021 Memorandum Opinion is available at https://bit.ly/3z1G71m from Leagle.com. About Nine Point Energy Nine Point Energy Holdings, Inc. -- https://ninepointenergy.com -- is a private exploration and production company focused on value creation through the safe, efficient development of oil and gas assets within the Williston Basin. Nine Point Energy Holdings, Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10570) as the Lead Case, on March 15, 2021. The three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are: Nine Point Energy, LLC (Bankr. D. Del. Case No. 21-10571), Foxtrot Resources, LLC (Bankr. D. Del. Case No. 21-10572), and Leaf Minerals, LLC (Bankr. D. Del. Case No. 21-10573). The cases are assigned to Judge Mary F. Walrath. The Debtors estimated assets and liabilities (on a consolidated basis) in the range $100 million to $500 million. The Debtors tapped Young Conaway Stargatt & Taylor, LLP; and Latham & Watkins LLP as counsel. The Debtors engaged AlixPartners LLP as their financial advisor, Perella Weinberg Partners L.P. as their investment banker, and Lyons, Benenson & Co., Inc. as their compensation consultant. NORTHERN OIL: Inks Third Amendment to Wells Fargo Credit Facility ----------------------------------------------------------------- Northern Oil and Gas, Inc. entered into a third amendment to its Second Amended and Restated Credit Agreement, dated Nov. 22, 2019, governing the Company's revolving credit facility with Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto. Pursuant to the Amendment, (i) the Company's semi-annual borrowing base redetermination was completed and the borrowing base under the credit facility was increased to $725.0 million and (ii) the lenders agreed to an aggregate elected commitment amount of $660.0 million. The aggregate elected commitment amount may be increased semi-annually upon each scheduled borrowing base redetermination on April 1 and October 1, and up to two times between each scheduled redetermination. The next redetermination of the borrowing base is scheduled for Oct. 1, 2021. The Amendment also amends certain other provisions of the Credit Agreement, including among other things to update provisions regarding payments made in error and the implementation of a LIBOR benchmark replacement. About Northern Oil Northern Oil and Gas, Inc. -- http://www.northernoil.com-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil reported a net loss of $906.04 million for the year ended Dec. 31, 2020, compared to a net loss of $76.32 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $873.24 million in total assets, $1.05 billion in total liabilities, and a total stockholders' deficit of $180.68 million. O'KIEFFE FAMILY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee for Region 13 on June 2 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of O'Kieffe Family Partners, LP. About O'Kieffe Family Partners O'Kieffe Family Partners, LP sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 21-60122) on Feb. 27, 2021. Patsy O'Kieffe, general partner, signed the petition. In its petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Cynthia A. Norton oversees the case. David Schroeder Law Office, PC serves as the Debtor's legal counsel. O.P. INVESTMENT: Unsecureds at $15K or Less to Recoup 80% In Plan ----------------------------------------------------------------- O.P. Investment Group, LLC, filed a First Amended Combined Plan of Reorganization and Disclosure Statement on May 28, 2021. The Debtor intends to continue in business by reorganizing its operations and debt structure to reduce the payments due on the obligations to Greenleaf Income Trust II (Bank). The Debtor believes that ongoing operations shall be sufficient to fund the Plan. To the extent additional monies are needed, it is contemplated that funds will come from Debtor's principals as an interest-bearing loan, which shall be evidenced by a promissory note, and may be on a secured or unsecured basis. Classes of Claims under the Plan A. Class I Class I consists of Allowed Claims of the Bank, who has asserted or may assert it is owed $4,237,247 in outstanding principal plus accrued interest, costs, and fees and that its Claim is secured by a recorded first priority mortgage and assignment of rents encumbering the Debtor's Property (a real property located in New Baltimore, Michigan). a. If the Bank votes in favor of the Plan, then: * the Class I Claim shall be Allowed for $4,237,247, which is equal to the principal outstanding debt on the Petition Date. * the value of the Property securing the Bank's Claim shall be $2,000,000. The Class IV Interest Holders shall collectively pay $130,000 to the Bank within 30 days after the Effective Date, which shall be applied to the Bank's Claim. * the Bank's Claim shall be fully paid on or before 10 years after the Effective Date at monthly payments of $16,668. The first monthly payment shall be made 60 days after the Effective Date and on the same date of each month thereafter for the next 118 months with a final balloon payment of $2,662,362. b. If the Bank votes against the Plan, then: * The Bank's Claim shall be bifurcated into a Secured Claim and Unsecured Claim. Based on the Proteus USA, LLC draft appraisal and the Bank's proof of claim, the Bank's Secured Claim is equal to $1,974,670 and its Unsecured Claim is equal to $2,687,732. In full and final satisfaction of the Bank's Secured Claim, the Debtor or Reorganized Debtor shall pay the Secured Claim to Bank in monthly payments of principal and interest of $7,874 over a 30-year term bearing interest at the rate of 2.6% per annum. The first such monthly payment shall be paid 60 days after the Effective Date. B. Class II Class II is a convenience Class consisting of all Allowed Unsecured Claims of $15,000 or less and those Class III Claims electing to reduce their Claims to $15,000. The members of this Class include DTE Energy, Frangie Law Firm, Lakeshore Outdoor Services, LLC, and SEMCO Energy Gas Company. * In full and final satisfaction of each Allowed Class II Claim, the Holder of each Allowed Class II Claim shall be paid, without interest, a total of 80% of the face amount of its Class II Claim in two equal payments. The first payment shall be paid 30 days after the Effective Date and the second payment shall be paid 60 after the Effective Date. * The Debtor estimates that Unsecured Creditors are owed approximately $17,200 in the aggregate (exclusive of any deficiency claims by any Creditor holding a Secured Claim). This amount, however, may increase or decrease in the event that executory contracts or unexpired leases are rejected, the Court overrules or sustains objections to Claims that have been or will be made, and/or the Bank asserts a deficiency Claim. * Class II is Impaired. C. Class III Class III consists of Holders of Allowed Unsecured Claims that are not Class II Claims. The only member of this Class III is the Bank's $2,687,732 Unsecured Claim. * Holders of Class III Claims shall receive a Pro Rata distribution of the Unsecured Distribution Pool, which shall be funded with the net proceeds of the Equity Auction. * Class III is Impaired. D. Class IV Class IV consists of the Holders of Allowed Interests, which shall be treated in two alternative methods: a. If Classes II and III, vote to accept the Plan, then the Holders of Class IV Interests shall retain their equity interests in the Debtor. However, Holders of Class IV Interests shall not receive any distribution on account of their Interests until such time as the obligations required by Section 3. l .1.4 shall have been fully funded by the Holders of Class IV Interests. All Avoidance Actions against Holders of Class IV Interests are waived and released. b. If a Class of Unsecured Claims rejects the Plan, and the Court determines that, as a result of such rejection, the Plan but for this Section 3 .4.1 does not comply with the absolute priority rule, the Interests of the Debtor held by Class IV Holders shall be cancelled, and New Interests shall be issued and sold at the Equity Auction. The successful purchaser at the Equity Auction shall be bound by the terms of the Plan and shall be required to use all of the proceeds of the Equity Auction, and all payments shall be subject to the terms of the Plan. * Class IV is Impaired. Classes I through IV are Impaired under the Plan, and Holders of Claims or Interests in such Classes shall be entitled to vote to accept or reject the Plan. Equity Sale In the event that a Class of Unsecured Creditors fails to accept this Plan, the Debtor shall sell all of the New Interests. A copy of the First Amended Combined Plan of Reorganization and Disclosure Statement is available for free at https://bit.ly/3vRhfXU from PacerMonitor.com. About O.P. Investment Group O.P. Investment Group, LLC owns a commercial strip mall located at 35252-35240 23 Mile Road, New Baltimore, Michigan 48047. O.P. Investment Group filed its Chapter 11 petition (Bankr. E.D. Mich. Case No. 21-40722) on January 28, 2021. The petition was signed by Bassam Kallabat, member. In its petition, the Debtor estimated its assets and liabilities at $1 million to $10 million. Judge Thomas J. Tucker oversees the case. The Debtor is represented by Daniel J. Weiner, Esq., at Schafer and Weiner, PLLC. OFS INT'L: Gets Court Clearance for $16.5 Million Bankruptcy Loan ----------------------------------------------------------------- Law360 reports that bankrupt oilfield service firm OFS International LLC received permission Wednesday from a Texas court to tap into a portion of a $16.5 million post-petition loan, telling the court that it intended to use the initial draw of funds to purchase pipe stock needed to maintain its operations. During a virtual first-day hearing, debtor attorney Joshua W. Wolfshohl of Porter Hedges LLP said the company had been struggling financially as early as 2019, even before the oil and gas industry was hit with the double whammy of the COVID-19 pandemic and a substantial drop in energy prices. About OFS International OFS International providers of oil and gas production/processing equipment and services, with their headquarters in Houston, Texas and operations in the Permian, Barnett and Marcellus regions. It provides field services, inspections, couplings, threading and accessories to the oil and gas industry. OFS International and affiliates, OFSI Holding LLC and Threading and Precision Manufacturing LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-31784) on May 31, 2021. In the petition signed by chief financial officer Alexey Ratnikov, OFS estimated assets of between $10 million and $50 million and estimated liabilities of between $50 million and $100 million. The cases are handled by Honorable Judge David R. Jones. The Debtors' attorneys are Joshua W. Wolfshohl, Aaron J. Power, and Megan Young-John of PORTER HEDGES LLP. BMC GROUP, Inc., is the Debtors' claims agent. ORIGIN AGRITECH: Posts $600K Net Loss in First Half of FY 2021 -------------------------------------------------------------- Origin Agritech Limited has filed its unaudited financial results for the first half of FY2021 ended March 31, 2021, prepared in accordance with United States generally accepted accounting principles. The Company reported net revenue of RMB11.6 million (US$1.8 million) during the first half year of FY2021, compared to RMB44.1 million for the first half year of FY2020. Total operating expenses for the first half year of FY2021 were RMB12.1 million (US$1.8 million), up 15% from RMB10.5 million for the same period a year ago. Selling and marketing expenses for the first half year of FY2020 were RMB2.3 million (US$0.4 million), compared to RMB1.7 million a year ago. General and administrative expenses increased 10% to RMB4.8 million (US$ 0.7 million), up from RMB4.3 million a year ago. Research and development expenses for the first half year of FY2021 were RMB5.0 million (US$0.8 million), up 13% from RMB4.5 million a year ago. Total operating loss for the first half year of FY2021 was RMB7.8 million (US$1.2 million), compared to total operating income of RMB2.6 million reported a year ago. There was no interest expense during the first half year of FY2021. Other income of RMB3.2 million (US$0.5 million) was mainly rental income that the Company received from renting a portion of its headquarters building in Beijing, PRC. Net loss attributable to the Company for the first half year of FY2021 was RMB4.0 million (US$0.6 million), compared to the net loss of RMB0.7 million a year ago. Loss per ordinary share for the first half of FY2021 was RMB0.72 (or US$0.11), compared to the loss per share of RMB0.14 during the same period a year ago. As of March 31, 2021, cash and cash equivalents were RMB27.2 million (US$4.1 million), an increase of RMB4.7 million from the cash and cash equivalents of RMB22.5 million as of Sept. 30, 2020. There is no current portion of long-term debt as of March 31, 2021. Advances from customers were RMB75.0 million (US$11.4 million), compared to RMB40.1 million as of Sept. 30, 2020. As of March 31, 2021, total current assets were RMB126 million (US$19.1 million) and non-current assets was RMB144.8 million (US$22.0 million). As of March 31, 2020, total current liabilities were RMB179 million (US$27.2 million). A full-text copy of the Form 6-K Report is available for free at: https://www.sec.gov/Archives/edgar/data/1321851/000110465921075070/tm2117837d1_ex99-1.htm About Origin Agritech Founded in 1997 and headquartered in Zhong-Guan-Cun (ZGC) Life Science Park in Beijing, Origin Agritech Limited (NASDAQ GS: SEED) -- http://www.originseed.com.cn-- is an agricultural biotechnology company, specializing in crop seed breeding and genetic improvement, seed production, processing, distribution, and related technical services. Origin operates production centers, processing centers and breeding stations nationwide with sales centers located in key crop-planting regions. Product lines are vertically integrated for corn, rice and canola seeds. Origin Agritech reported a net loss of RMB102.84 million for the year ended Sept. 30, 2020, a net loss of RMB65.65 million for the year ended Sept. 30, 2019, and a net loss of RMB152.79 million for the year ended Sept. 30, 2018. As of Sept. 30, 2020, the Company had RMB254.88 million in total assets, RMB340.34 million in total liabilities, and a total deficit of RMB85.46 million. Lakewood, Colorado-based B F Borgers CPA PC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated Feb. 16, 2021, citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. ORIGINAL RIVERFRONT: Seeks Cash Collateral Access ------------------------------------------------- Original Riverfront RV Park, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, for authority to use cash collateral and provide adequate protection. Riverfront seeks to use cash collateral as working capital in the operation of its business for the purposes specified in, and at least for the period defined in, the proposed budget. Riverfront's financial difficulties began in 2020 as it lost several long-term customers and operated at reduced capacity due to the global pandemic. Riverfront subsequently defaulted under its obligation to its primary secured lender, Royal Holdings Group, LLC, the assignee to Gable Holdings, LLC, and sought bankruptcy relief to reorganize. Riverfront is currently in the process of completing its schedules and disclosures but estimates its assets to be around $905,7910 and its liabilities to total $409,335. Riverfront's known lenders asserting liens on property of the estate are Royal Holdings, LLC, Goose Creek ISD, Harris County Tax Assessor, and Harris County WCID 1. However, Riverfront, believes the only known creditor with an interest in Cash Collateral is Royal Holdings. As adequate protection for the diminution in value of cash collateral, Riverfront will provide monthly adequate protection payments, maintain the value of its business as a going-concern, provide replacement liens upon now owned and after acquired cash to the extent any diminution in value of cash collateral, and provide superpriority administrative claims to the extent any diminution of value of cash collateral. Additionally, Riverfront intends to provide further adequate protection, to the extent of any diminution in value, to the Secured Lenders for the use of Cash Collateral by providing to the Secured Lenders postpetition replacement liens pursuant to 11 U.S.C. section 361(2) in account receivables, including cash generated or received by Riverfront subsequent to the Filing Date, but only to the extent the Secured Lenders had value, perfected prepetition liens and security interests in such collateral as of the Filing Date. The priority of any postpetition replacement liens granted to the Secured Lenders will be the same as existed as of the Filing Date. A copy of the motion is available for free at https://bit.ly/3wSr4VF from PacerMonitor.com. About Original Riverfront RV Park, LLC Original Riverfront RV Park, LLC is a manager-managed Texas limited liability company incorporated on September 18, 2017. Riverfront owns a 3.5 acre riverfront lot, commonly known as 1204 S Main St, Highlands, Texas 77562 on the San Jacinto river. Riverfront operates a recreational vehicle park on the Riverfront Lot and provides nightly and monthly rentals to its customers. Riverfront provides water, electricity, trash pick up, and wifi for its customers. Riverfront owns another 10,010-square foot lot with a small building located at 1906 N Main St, Highlands, Texas 77562 that it utilizes as an office and storage facility. Riverfront sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-60054) on May 31, 2021. In the petition signed by Jeffrey J. Lacombe, manager, the Debtor disclosed up to $1million in assets and up to $500,000 in liabilities. TRAN SINGH, LLP is the Debtor's counsel. PARADISE REDEVELOPMENT: Seeks to Tap Stanley A. Zlotoff as Counsel ------------------------------------------------------------------ Paradise Redevelopment Company, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Stanley A. Zlotoff, a Professional Corporation, to handle its Chapter 11 case. The firm's services include: (a) advising the Debtor regarding its powers and duties in the continued management of its property; (b) preparing legal papers; and (c) other legal services necessary to administer the case. The firm will be compensated at its standard hourly rate of $350. The retainer fee is $3,282. Stanley Zlotoff, Esq., a member, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stanley A. Zlotoff, Esq. Stanley A. Zlotoff, a Professional Corporation 300 S. First St. Suite 215 San Jose, CA 95113 Telephone: (408) 287-5087 Facsimile: (408) 287-7645 Email: zlotofflaw@gmail.com About Paradise Redevelopment Company San Jose, Calif.-based Paradise Redevelopment Company, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 21-50596) on April 27, 2021. Juan-Carlos Casas, managing member, signed the petition. At the time of the filing, the Debtor listed up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Elaine M. Hammond oversees the case. Stanley A. Zlotoff, Esq. serves as the Debtor's legal counsel. PARAGON OFFSHORE: Balks at $90 Million U.S. Trustee Payment Deal ---------------------------------------------------------------- Law360 reports that former debtor Paragon Offshore PLC told a Delaware bankruptcy judge Wednesday, June 2, 2021, that a $90 million settlement between its former parent company and a Chapter 11 litigation trust shouldn't trigger an obligation for Paragon to pay fees to the U.S. Trustee's Office. The oil rig company filed a response urging the court to deny the U.S. Trustee's Office request for the quarterly fees, which are statutory expenses charged on debtors' disbursements. Paragon said the bankruptcy watchdog isn't entitled to payments based on former parent Noble PLC's settlement because the money from that deal is going straight to the litigation trust set up. About Prospector Offshore and Paragon Offshore Paragon Offshore Plc, and several affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016. The Delaware Bankruptcy Court entered an order on June 7, 2017, confirming the 2016 Debtors' Fifth Joint Chapter 11 Plan of Reorganization. Prospector Offshore Drilling S.a r.l. and three affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 17-11572 to 17-11575) on July 20, 2017. The affiliates are Prospector Rig 1 Contracting Company S.a r.l.; Prospector Rig 5 Contracting Company S.a r.l.; and Paragon Offshore plc (in administration). The Hon. Christopher S. Sontchi presides over the cases. The Debtors are represented by Gary T. Holtzer, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, and Mark D. Collins, Esq., Amanda R. Steele, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., as counsel. The Debtors hired as their financial advisors, Lazard Freres & Co. LLC; as their restructuring advisor, AlixPartners, LLP; and as their claims, noticing and solicitation agent, Kurtzman Carson Consultants LLC. In the petitions signed by Senior Vice President and CFO Lee M. Ahlstrom, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. The Debtors' bankruptcy filing came two days after the Paragon Offshore group completed its corporate and financial reorganization on July 18, 2017. The plan of reorganization under chapter 11 of the U.S. Bankruptcy Code substantially de-levered Paragon Offshore's ongoing business, eliminating approximately $2.3 billion of secured and unsecured debt. PARKLAND CORP: Fitch Rates CAD-Denominated Unsec. Notes 'BB' ------------------------------------------------------------ Fitch Ratings has assigned a 'BB'/'RR4' rating to Parkland Corporation's proposed issuance of Canadian dollar-denominated senior unsecured notes. Proceeds will be used to reduce outstanding credit facility borrowings. Parkland's ratings and Stable Outlook reflect its unique business characteristics as a fully integrated downstream petroleum company. It features a strong retail fuel presence in Canada and the Caribbean and a growing presence in the U.S. as well as supporting distribution and logistics businesses and small relative refining operations. Fitch views the long-term cash flow stability gained through Parkland's integrated operations and diversified asset base as supportive of credit quality. The company has grown significantly in recent years through acquisitions and steady capital spending on organic initiatives. However, risks remain as the lasting impact of measures taken to control the spread of the coronavirus continue to unfold in the marketplace. KEY RATING DRIVERS Resilient Business Model: Volumes declined rapidly across Parkland's businesses during the first half of 2020 in response to stay-at-home orders to combat the coronavirus. Parkland experienced temporary large YOY product volume decreases in the first few months of the pandemic, but full-year 2020 volumes decreased only 12% in Canada and 3% in International from 2019 levels, both better than Fitch expected. Higher than anticipated margins in Canada and the U.S. led to better EBITDA and leverage than previous Fitch targets. 1Q21 results represented a continuation of these positive trends. Fitch forecasts a continued return to a sustainable operating environment, including a return to driving patterns near pre-coronavirus levels over the next 12 to 24 months. Capturing Margin Along the Value Chain: Parkland has a strong and established retail footprint in Canada and the Caribbean and a small but growing presence in the U.S. The company drives value through the system by creating and exploiting cost/supply advantages. These advantages come via downstream integration, allowing Parkland to secure attractive margins in support of consistent cash flow generation. The downstream integration advantages are meaningful versus nonintegrated fuel retailer peers. Parkland's diversified business model and vertical integration also help smooth some of the volatility common in the refining space. Parkland's own retail outlet for finished product sourced both internally and externally, and its capability to move, store and deliver that product to customers provides the company with an offset and a simple buffer to the cyclical lows inherent in the refining industry. Diverse Portfolio: Parkland has approximately 1,850 company and dealer-owned retail sites across Canada, and nearly 500 in both the Caribbean and the U.S. Parkland's retail and commercial franchises display size/scale advantages and geographic/product diversification. Parkland has regionally relevant brands in close proximity to the major population centers. The company reports that roughly 85% of Canadians live within a 15-minute drive of a Parkland service station. Parkland has a dominant position in many of the Caribbean countries where it operates, meaningful shipping capabilities, and control of essential distribution and supply assets. Its size/scale in the U.S. is small, but the company has been expanding its retail, commercial and wholesale capabilities via advantages developed just north of the border. The juxtapositions within Parkland's refining operations in Burnaby, British Columbia (BC), as they relate to size, scale and asset quality are distinct. Currently, the company operates only a single, small capacity, low complexity refinery. Fitch typically views refining companies with less than 100,000 barrels per day of capacity as well as single-asset refineries as being more consistent with a 'B' credit profile, if it were a standalone refining business. Fitch believes Parkland's single refinery possesses some geographic advantages. It is strategically connected by pipeline to the Trans Mountain Pipeline, and its tank farm in Burnaby is located on the Burrard inlet, in close proximity to Vancouver, BC. Additionally, the Burnaby refinery is fully integrated with Parkland's commercial/wholesale and retail businesses in Western Canada and is not a merchant refiner. These unique characteristics provide more cash flow and earnings stability than Parkland would have without integration, in Fitch's view. Growth Supported by M&A: Parkland has grown over the past few years, 2020 aside, largely on the back of successful acquisitions, with synergy capture after the fact and steady organic growth all along the way. With the 2017 Ultramar (CAD978 million) and Chevron Canada (CAD1.68 billion) acquisitions, Parkland generated an approximate 50% synergy capture, defined by the company as EBITDA lift post-acquisition. In early 2019, the company moved into the Caribbean with the purchase of 75% of Sol Investments for CAD1.5 billion and obtained a dominant fuel marketing position in 23 countries with extensive supply and distribution assets. The company spent nearly CAD600 million on acquisitions in the U.S. since the beginning of 2018 through the end of 2020, expanding into three regional operating centers: Northern Tier, Rockies and Southeast. Additionally, in February 2021, Parkland announced an acquisition that would add a fourth regional operating center in the Pacific Northwest. The company has successfully acquired attractive assets and captured significant synergies post-transactions, supporting Fitch's assumptions for improving leverage beyond 2020. Refining Cycle: Refining is subject to periods of boom and bust, with sharp swings in crack spreads over the cycle. Given the rest of Parkland's portfolio is highly ratable, refining remains a source of potential variability in future results. Retail, commercial and wholesale fuel and logistics operating segments tend to be less cyclical, and Fitch expects Parkland's positions in Canada and the Caribbean to benefit from its position as one of the largest competitors in those regions. DERIVATION SUMMARY Parkland is somewhat unique relative to Fitch's coverage given its diversification across the midstream and downstream value chain, especially due to the relatively small size and scale of its refining operations. From a business line perspective, though orders of magnitude smaller in size and scale, Fitch sees Marathon Petroleum Corporation (MPC; BBB/Stable) as a peer. Fitch views a one full rating category difference between Parkland and MPC as appropriate given Parkland's distinctive characteristics, significantly smaller size and scale, and weaker relative financial profile. Credit rating differences, relative to MPC, arise from Parkland's 'single refiner risk' factor and the substantially smaller size, scale and complexity of Parkland's refining operations. Fitch views similarly rated Sunoco LP (SUN; BB/Positive) as a peer for the distribution segment of Parkland's business. Differences in credit profile, relative to SUN, arise from Parkland's position as a fully integrated downstream operator. However, Fitch views SUN as having greater margin stability, supported by its multi-year take-or-pay fuel supply agreement with a 7-Eleven subsidiary, under which SUN will supply approximately 2.2 billion gallons of fuel annually, and no refining operations. Puma Energy Holdings Pte Ltd (BB-/Stable) is a global integrated midstream and downstream peer with storage, distribution, fuel-retailing and business to business activities across the globe. Relative to Parkland, Puma has a slightly larger size and scale, leverage that is similar but more exposure to developing economies and foreign currency risks globally, leading to its lower credit rating. Leverage, as measured by total adjusted debt/operating EBITDAR, is roughly one half to one full turn worse than MPC, 2020 excluded, and Fitch does not forecast improvement in this metric for Parkland until later in the forecast period. Fitch expects Parkland's leverage to be at least one turn better than Sunoco's over the forecast period, 2020 excluded, based on Fitch's expectations for SUN's total debt with equity credit/operating EBITDA to end 2021 between 4.0x-4.3x. Parkland's weaker relative financial profile is a factor considered in the credit rating difference between MPC and Parkland. KEY ASSUMPTIONS -- Full-year 2021 volumes, both retail and commercial, rebound meaningfully in Canada, leading to approximately 20% growth compared to 2020. Margins in Canada move towards historical averages; -- The USA segment experiences a similar level of YOY volume growth in 2021, relative to Canada, driven in large part by acquisitions, both announced and assumed; -- Given the strong 2020 volume performance in the International segment, compared to the Canadian segment, 2021 growth assumptions are more muted. Margins remain similar to recent history; -- Utilization at the company's Burnaby refinery of roughly 85% in 2021, after posting a turnaround impacted 68.9% utilization in 2020. Refining utilization of 90%-94% in years without a major turnaround, beyond 2021; -- An increase in near-term growth and acquisition spending, from the trough seen in 2020, including maintenance and growth capex in line with management guidance; -- Minimal debt issuances/repayments over the forecast period, beyond the currently proposed transaction; -- USD1.00/CAD1.33 throughout the quarters of the forecast period. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Expected or actual fiscal year with total adjusted debt/operating EBITDAR below 3.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total adjusted debt/operating EBITDAR, capitalizing operating lease expense at 8.0x, above 4.0x on a sustained basis. Attractive acquisitions that push this metric above the negative sensitivity temporarily will be reviewed on a case by case basis; -- A second wave of stay-at-home orders across North America related to the coronavirus, leading to further demand destruction, without an offsetting increase in fuel margins; -- A disproportionate decrease in realized fuel margins versus increased fuel volumes; -- Impairments to liquidity; -- Acquisitions that increase overall business risk and/or are not financed in a balanced manner. 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 Adequate: Parkland had total available liquidity of roughly CAD1.3 billion, including CAD622 million in unrestricted cash and equivalents on the balance sheet as of March 31, 2021. On March 25, 2021, the company amended its senior secured credit facility agreement to increase the total amount available and extend the maturity date. The two-tranche credit facility now has approximately CAD1.9 billion in total availability, up from approximately CAD1.7 billion. Both credit facilities mature in 2026. The company had just over CAD650 million drawn on its revolving credit facilities as of March 31, 2021. Along with additional cash generated from operations, Parkland's liquidity position improved significantly since the end of 1Q20. With debt refinancings completed thus far in 2021, Parkland has no senior unsecured notes due until 2026. ISSUER PROFILE Parkland Corporation is a leading convenience store operator and an independent supplier and marketer of fuel and petroleum products. The company's operations span across Canada, the United States and the Caribbean. Parkland serves customers through retail, commercial and wholesale sales channels. Additionally, the company operates the Burnaby refinery in British Columbia. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch applies an 8.0x multiple to operating leases. 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. PRECISION DRILLING: Fitch Rates New Unsecured Notes Due 2029 'B+' ----------------------------------------------------------------- Fitch Ratings has assigned a 'B+'/'RR4' rating to Precision Drilling Corporation's (NYSE: PDS/TSE: PD) proposed senior unsecured notes due 2029. The company intends to use the proceeds of approximately $400 million in addition to borrowings under the Revolving Credit Facility (revolver) to redeem the outstanding 7.75% and 5.25% notes and for general corporate purposes. Precision's 'B+' Long-Term Issuer Default Rating reflects the company's improved maturity profile, execution on debt reduction initiatives, sufficient liquidity profile and expectation of continued FCF generation with proceeds allocated toward debt repayment that should help maintain credit metrics within rating tolerances. Fitch believes activity levels likely bottomed in late 2020 and expects modest rig count improvements in 2021. However, Fitch believes pricing, especially in the U.S., could remain muted in the near term and weaken overall margins. KEY RATING DRIVERS Issuance Reduces Refinance Risk, Extends Maturities: Precision's proposed $400 million senior unsecured note issuance and expected redemption of the 7.75% and 5.25% notes reduces refinance risk and extends the maturity profile. The maturity profile will remain muted with no significant maturities until the 7.125% notes mature in 2026. Pro forma the redemptions, the company expects approximately $200 million outstanding on the revolver and Fitch believes Precision will prioritize its FCF generation toward repayment of the revolver. Continued Debt Reduction; Sufficient Liquidity: Fitch expects Precision's liquidity profile will remain sufficient throughout the rating horizon despite the elevated pro forma revolver balance and believes management's CAD100 million-CAD125 million debt reduction target in 2021 is achievable given the forecast FCF generation. Gross debt reduction totaled CAD171 million in 2020, despite historically weak rig counts and pricing pressures, and the company has repaid approximately CAD600 million under its CAD800 million gross debt reduction plan (2018-2022). Fitch expects debt repayment will be largely aimed at the revolver and Fitch's base case forecasts leverage at 5.1x in 2021, which improves thereafter through a combination of expected gross debt reduction and modest increases in pricing and activity levels. Maintenance-Focused Capital Program; Positive FCF: Management has guided toward a maintenance-focused capital program of approximately CAD54 million in 2021, (CAD38 million of maintenance and CAD16 million for upgrade and expansion spending) down from CAD62 million in 2020, with a focus on FCF generation. Fitch's base case forecasts approximately CAD100 million and CAD130 million of FCF in 2021 and 2022, respectively, assuming modest improvements in rig counts from 4Q20, albeit weaker margins. Leading Canadian Share: Precision has a leading market share in Canada, with approximately 33% of active rigs in key Canadian basins. The company's current Canadian fleet consists of 109 drilling rigs and 188 well service rigs. Fitch anticipates drilling activity will modestly improve from 2020 lows and believes Precision will continue to maintain market share given its success and growth in digital leadership through its Alpha Technology services, which are not exposed to pricing competition and help improve overall utilization rates. Volatile U.S. Operations; Competitive Pricing: U.S. operations are historically more volatile than Canadian operations, although both regions saw pandemic-linked volatility in 2020. Fitch estimates Precision has the fourth-largest market share at approximately 8%, an improvement from approximately 6% in 2015. Fitch expects improved activity levels in the U.S. for 2021, similar to Canada, but believes pricing will be more competitive in the U.S. given recent weakness in spot market rates and a more competitive labor market. DERIVATION SUMMARY Precision's primary peer is Nabors Industries (CCC+), which is also an onshore driller with exposure to the U.S. and Canadian markets. Nabors is estimated to have the third-largest market share in the U.S. at approximately 12%, versus Precision at 8%. Nabors' gross margins in the U.S. are higher than Precision's, but are helped by their offshore and Alaskan rig fleet, which operate at significantly higher margins. Precision has the highest market share in Canada at approximately 33%, while Nabors has a smaller position. However, Nabors has a significant international presence, which typically means longer-term contracts that partially negate the volatility of the U.S. market. Precision has stronger leverage metrics than Nabors, and, following the notes redemptions, will have a longer-dated maturity profile with the next note maturity in 2026. Nabors has more liquidity than Precision due to its larger revolver and higher availability, but both companies are expected to generate FCF through their respective forecast periods and utilize the cash to reduce debt. KEY ASSUMPTIONS -- WTI oil price of $55/bbl in 2021 and $50/bbl in 2022 and thereafter; -- Henry Hub natural gas price of $2.75/mcf in 2021 and $2.45/mcf thereafter; -- Revenues decline by approximately 3% in 2021 due to reduction in E&P capital spending and weaker margins with modest increases thereafter as activity resumes; -- Capex of CAD54 million in 2021 and CAD60 million in the long term to maintain equipment given the view that there are no upgrades or expansions until utilization increases; -- FCF is expected to remain positive with the expectation that proceeds will be used to reduce debt. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that Precision Drilling Corp. would be reorganized as a going-concern in bankruptcy rather than liquidated. -- Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach Precision's GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which the agency bases the enterprise valuation. -- The GC EBITDA assumption for commodity sensitive issuer at a cyclical peak reflects the industry's move from top of the cycle commodity prices to mid-cycle conditions and intensifying competitive dynamics. -- The GC EBITDA assumption is relatively in-line with 2023 forecast EBITDA, which represents the emergence from a prolonged commodity price decline. Fitch assumes a WTI oil price of USD55 in 2021m and USD50 in 2022 and for the long term. -- The GC EBITDA assumption reflects loss of customers and lower margins, as E&P companies pressure oil service firms to reduce operating costs. -- The assumption also reflects corrective measures taken in the reorganization to offset the adverse conditions that triggered default such as cost cutting and optimal deployment of assets. An EV multiple of 5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exit multiples for peer energy companies have a wide range with a median of 6.1x. The oilfield service subsector ranges from 2.2x to 42.5x due to the more volatile nature of EBITDA swings in a downturn. The median is 8.0x. -- Seventy Seven Energy Inc., a strong comparison, emerged from bankruptcy in August 2016 with a midpoint EV of USD800 million resulting in a post-emergence EBITDA multiple of 5.6x based on 2017 forecast EBITDA of USD144 million. The company was subsequently acquired by Patterson-UTI for USD1.76 billion, resulting in a 12x multiple based on 2017 forecasted EBITDA. -- Fitch uses a multiple of 5.0x to estimate a value for Precision because of its high mix of Canadian rigs, weaker competitive position in the US, and relative mix of non-Super Spec rigs. Liquidation Approach The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. -- Fitch assigns a liquidation value to each rig based on management discussions, comparable market transaction values, and upgrade and newbuild cost estimates. -- Different values were applied to top of the line Super Spec rigs, lower value Super Spec rigs, non-Super Spec rigs, and higher value International rigs. -- The GC value was estimated at approximately CAD1.0 billion, or approximately CAD4 million per rig. Fitch assumes the secured credit facility will be fully drawn upon default and is super senior in the waterfall. The value allocation in the liability waterfall results in a recovery corresponding to 'RR1' for the secured credit facility which receives a three-notch uplift from the IDR and a recovery corresponding to 'RR4' for the senior unsecured guaranteed notes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Demonstrated management commitment to lower gross debt levels; -- Ability to maintain a competitive asset base in a credit conscious manner; -- Improved liquidity and financial flexibility outlook; -- Midcycle gross debt/EBITDA below 3.5x on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Failure to manage FCF that negatively affects liquidity and debt reduction capacity; -- Deteriorating bank relationships that result in increasing covenant pressure or reduced liquidity; -- Structural deterioration in rig fundamentals that results in weaker than expected financial flexibility; -- Midcycle gross debt/EBITDA above 4.5x on a sustained basis. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Manageable Liquidity: Precision had CAD78 million of cash on hand as of March 31, 2021, and pro forma for the notes redemption, Precision is expected to have approximately USD200 million outstanding under its USD500 million revolver. Fitch understands liquidity is limited in the near term, but believes this is manageable given the positive FCF profile and expectation for continued revolver repayment in-line with management's stated 2021 target of CAD100 million-CAD125 million. Fitch anticipates the company will continue to be FCF positive over the forecast given the reduction in capital spending. ISSUER PROFILE Precision Drilling Corporation is an oilfield service company that owns and operates a fleet of 227 onshore drilling rigs in Canada, the U.S. and internationally. The company also owns and operates a series of completion and production assets, including 198 well service rigs, that address maintenance, optimization and completion needs in Western Canada and the U.S.; oilfield services rental equipment; well site accommodations; and water treatment and handling. 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. PROOFPOINT INC: Fitch Assigns FirstTime 'B' IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has assigned Proofpoint, Inc. a first-time 'B' Long-Term Issuer Default Rating (IDR). The Rating Outlook is Stable. Fitch has also assigned a 'BB-'/'RR2' to Proofpoint's $250 million secured revolving credit facility (RCF) and $2.6 billion first-lien secured term loan. The $800 million second-lien secured term loan is not rated. The proceeds along with sponsor equity from Thoma Bravo will be used for Thoma Bravo's acquisition of Proofpoint. The acquisition was announced on April 26, 2021. Fitch's ratings are supported by Proofpoint's highly recurring revenues that translate into resilient cash flow generation. As a private equity owned company, Fitch expects financial leverage to remain elevated, as equity owners optimize ROE over debt reduction. Fitch estimates gross leverage to be approximately 8.6x in 2022 and declining to below 7x in 2023, driven by EBITDA growth due to continuing revenue growth and implementation of operational optimization. Fitch forecasts gross leverage to remain above 6x through 2024. The operating profile and financial metrics are consistent with a 'B' IDR. KEY RATING DRIVERS Leader in Niche Cybersecurity Industry: In the highly fragmented enterprise cybersecurity industry, Proofpoint has been a recognized leader in enterprise email security and compliance with products that protect against threats across email, web, networks, cloud applications, data governance and data retention enforcement. Secular Tailwind Supporting Growth: Proofpoint is exposed to the growing cybersecurity industry, which forecasts show will have CAGR in the high-single-digits to low-teens in a normal economic environment. The importance of cybersecurity has been elevated in recent years with increasing complexity of IT networks and continued digitalization of information. High profile cybersecurity breaches have also heightened awareness for more comprehensive cybersecurity solutions. Fitch believes these factors will benefit subsegment leaders such as Proofpoint as part of the overall solution. Highly Recurring Revenue with High Retention: Over 95% of Proofpoint's revenue is recurring in nature, with over 90% gross retention rates. The strong revenue retention implies sticky products supported by Proofpoint's platform of cybersecurity products, which solidify its market position. The high revenue retention and recurring revenue enhances the predictability of Proofpoint's financial performance and maximizes the lifetime value of customers. Diversified Customer Base: Proofpoint serves approximately 8,000 customers across diverse industry verticals including financial services, healthcare, TMT, industrial, and manufacturing. The broad exposure effectively reduces Proofpoint's customer concentration risks and reduces revenue volatility through economic cycles. Fitch views such characteristics favourably as it reduces industry-specific risks. Execution Risk in Operational Improvements: The company has identified ongoing operational improvement initiatives to enhance its operational efficiency to levels comparable to industry peers. The successful execution of these initiatives is necessary to realize the full value of Proofpoint. While Fitch believes the plan is realistic, there are execution risks. For example, delay or failure in executing the plan would adversely affect the company's projected profitability and credit protection metrics. Constrained Near-Term FCF: Proofpoint's existing cost structure and transaction-related expenses will constrain the company's profitability and FCF in the near term. Fitch estimates Proofpoint's FCF to be near breakeven in 2021 as the company incurs costs associated with the leveraged buyout (LBO) and operational improvements. Fitch forecasts FCF to turn positive in 2022 as the company benefits from a more efficient organization and LBO-related expenses decline. Fitch expects improvements in operational performance should lead to FCF margin expansion approaching industry peers. Elevated Leverage Profile with Deleveraging Capacity: Fitch estimates Proofpoint's gross leverage will be elevated at 8.6x for 2022, as the company executes on its operational improvements. Fitch forecasts the gross leverage to decline to below 7x in 2023, the first full year benefiting from the operational efficiency gain driving EBITDA growth. Despite the further deleveraging capacity projected beyond 2022 supported by the company's FCF generation, Fitch expects limited deleveraging as Proofpoint's private equity ownership would likely prioritize ROE maximization over debt prepayment. These could include acquisitions to broaden Proofpoint's market position and dividend payments. DERIVATION SUMMARY Proofpoint operates in the sub-segment of the fragmented cybersecurity industry. The broader enterprise security market has been growing supported by greater awareness around security breaches and the increasing complexity of IT networks and applications. While the company has been growing at rates significantly higher than industry average as a public company, its profitability as measured by EBITDA and FCF margins have been below those of industry peers. As part of the plan to be acquired by Thoma Bravo, the company plans to execute on operational efficiency improvements to close the profitability gap with industry peers. Within the broader enterprise security market, peers include NortonLifeLock (BB+/Stable) and McAfee, LLC (BB-/Stable). Proofpoint has smaller scale and lower EBITDA margins than both NortonLifeLock and McAfee LLC. Proofpoint also has higher gross leverage than both peers. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Organic revenue growth in the mid-teens and decelerates to the low-teens; -- EBITDA margins expanding to near comparable industry peers by 2023; -- Deferred RSU payments spread out between 2021-2028 with the single year peak in 2022; -- Capex intensity of approximately 4% per year; -- No dividend payments and acquisitions through 2024. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that Proofpoint would be reorganized as a going-concern in bankruptcy rather than liquidated. -- Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach -- In the event of a bankruptcy reorganization, Fitch assumes that Proofpoint would continue to execute on its operational improvements as part of the reorganization plan. In this scenario, Proofpoint could face customer losses and margin compression on lower revenue scale resulting in EBITDA that is approximately 20% below the estimated 2022 pro forma adjusted EBITDA. -- The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level that should be approaching industry norm while incorporating the risks associated with necessary operational improvements, upon which base the enterprise valuation. -- An EV multiple of 7x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exit multiples for technology peer companies ranged from 2.6x-10.8x. Of these companies, only three were in the Software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x, and 5.5x, respectively; -- The highly recurring nature of Proofpoint's revenue and mission critical nature of the product support the high-end of the range. -- After applying the 10% administrative claim, adjusted EV of $2.255 billion is available for claims by creditors resulting in 'BB-'/'RR2' recovery rating for the $2.6 billion secured first lien debt; -- Fitch's recovery EV is substantially below the transaction value of $12.3 billion. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Success to fully execute on planned operational improvements; -- Fitch's expectation of Total Debt with Equity Credit/Operating EBITDA remaining below 5.5x; -- (CFO-Capex)/Total Debt with Equity Credit above 8%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Failure to fully execute on planned operational improvements; -- Fitch's expectation of Total Debt with Equity Credit/Operating EBITDA remaining above 7x; -- (CFO-Capex)/Total Debt with Equity Credit below 3%; -- Negative revenue growth reflecting erosion in market position for core products. 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: The company's liquidity is projected to be adequately supported by its $550 million cash on balance sheet at closing, $250 million undrawn revolving credit facility, and projected FCF generation after 2022 as operational improvement plans are executed. Debt Structure: Proofpoint has $2.6 billion of secured first lien debt due 2028 and $800 million of secured second lien debt due 2029. Upon successful execution of operational efficiency improvements, Fitch expects Proofpoint to generate ample FCF to make its required debt payments. 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. PURDUE PHARMA: Court Okays to Send Plan to Creditors for Vote ------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that U.S. Bankruptcy Judge Robert Drain on Wednesday, June 2, 2021, said he'd approve Purdue Pharma LP's disclosure statement, clearing the way for the OxyContin maker to send its landmark Chapter 11 plan to creditors for a vote. Purdue defeated most objections to the disclosure statement last week but spent recent days reaching agreements with various stakeholders. "Today is a monumental and momentous day in these cases," Marshall Huebner of Davis Polk & Wardwell said in the Wednesday court hearing on behalf of Purdue. 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: Genesee Suit v McKinsey Stayed Pending JPML Ruling ----------------------------------------------------------------- At the behest of McKinsey & Company, Inc., District Judge Joanna Seybert stayed proceedings in a litigation involving McKinsey, captioned as, The County of Genesee et al., Plaintiffs, v. McKinsey & Company, Inc., Defendant, No. 21-CV-1039 (E.D.N.Y.)., pending the resolution of the firm's motion to transfer for consolidated pre-trial proceedings currently before the Judicial Panel on Multidistrict Litigation. The Genesee action is one of dozens filed against McKinsey regarding consulting work the firm performed for Purdue Pharma L.P., the manufacturer of OxyContin. On February 1, 2021, the Plaintiffs initiated this action in the Supreme Court of the State of New York, Genesee County (Index No. E68903). On February 25, 2021, Defendant timely removed this action to the District Court. The Defendant has filed a motion requesting that the JPML consolidate for pre-trial purposes all related actions against the Defendant, including this one, in a new multi-district litigation in the Southern District of New York; a panel heard argument for the motion on May 27, 2021. On March 24, the Plaintiffs filed a motion to remand to state court, which the Defendant opposes. In conjunction with granting the Stay Motion, the Court also held that the Defendant's letter motion to extend its time to answer the complaint is granted. The Court declined to rule on the Plaintiffs' Remand Motion pending the JPML's resolution of the Defendant's motion to transfer. A copy of the Court's May 28, 2018 Memorandum & Order is available at https://bit.ly/2RXstM5 from Leagle.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. 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 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. QUOTIENT LIMITED: Provides Q4, Full Year Fiscal 2021 Results ------------------------------------------------------------ Quotient Limited reported its fourth quarter fiscal 2021 key achievements and summarized recent business developments. Chief Technology Officer The Company has recruited Dr. Michael Hausmann, currently senior director Global R&D, Clinical Diagnostics Division, Thermo Fisher Scientific, to join Quotient as chief technology officer in Q2 FY2022. Dr. Hausmann brings 24 years of experience in the in vitro diagnostics industry. He has extensive experience in R&D from leading multi-site technology and clinical applications and development programs at companies such as Abbott, bioMerieux and most recently, Thermo Fisher Scientific. As a new member of the executive leadership team, Dr. Hausmann will bring his expertise to advance Quotient's technology transfer, assay development and commercial launch activities. "We are delighted to welcome Michael to the Quotient team as our new CTO, a role to which he is perfectly suited. I've known Michael for a number of years, and I have seen the extent of his professional contributions and have followed his executive career progression. I'm confident that he's the right person to further accelerate our innovation development strategy and take our team to the next level," said Manuel O. Mendez, chief executive officer of Quotient. "Turning technology into clinical solutions that create medical and operational efficiency value for patients and customers, is a great passion of mine. I look forward to working with the teams in Edinburgh and Eysins and connecting with partners and customers. I am thrilled to join the Quotient organization and look forward to expanding the transfusion diagnostics offering, and accelerating market introductions of the multimodal, multiplexing MosaiQ technology, in immunohematology and beyond," said Dr. Hausmann. Michael holds a Ph.D. in Biology from the Max-Planck-Institute of Immunobiology and a MSc degree in Chemistry from Albert-Ludwigs-University in Freiburg, Germany. MosaiQ by Quotient Solution The Company continues to make significant progress toward commercialization of its transfusion diagnostics menu: * Immunohematology (IH): Optimization of the Expanded Immunohematology (IH) microarray has been completed and European field trials are set to commence in June 2021, to be followed shortly thereafter by US field trials. Qualification visits have been conducted at all sites and the MosaiQ multimodal multiplexing system has been installed at all trial locations in Europe and the US. * Serological Disease Screening (SDS): Development of the Expanded SDS microarray is ongoing and European and US Field Trials are expected to commence at the end of the current calendar year with a CE mark submission in Q1 FY2023. Initial SDS 510(k) submission is on-track to be submitted by year-end. * Molecular Disease Screening (MDS): The Company's internal testing suggests the MDS microarray will deliver a level of accuracy and sensitivity comparable to the most sensitive widely available molecular disease screening tests, using the flexible and efficient MosaiQ platform. Commercial Readiness The MosaiQ expanded IH microarray and the already CE marked Initial Serological Disease Screening (SDS) microarray are on track for European commercial launch at around year-end. Approximately twenty-five potential tenders in FY2022 and FY2023 have been identified and in anticipation of participating in those tenders the Company's commercial team has a target of conducting evaluations at a minimum of twelve sites by Q1 FY2023. The Company believes its commercial team has all the resources required to successfully execute the launch of these products. "I'm excited about the progress our team has made to launch the MosaiQ solution. This is key as we expand our partnership with our customers to address their needs and contribute to optimizing the safety of the blood supply," said Manuel O. Mendez, chief executive officer of Quotient. Applications Across Various Testing Market Segments -- To leverage the power and flexibility of the MosaiQ multimodal multiplexing system, the Company is exploring new opportunities in various market segments, notably the clinical diagnostics and plasma diagnostics segments. Alba by Quotient -- The Alba by Quotient reagent business generated strong revenue growth during fiscal 2021, with product revenues growing 9.2% for the full year and 7.4% in the fourth quarter over fiscal 2020. Financial position - The Company significantly strengthened its cash position with through a private placement of $95 million aggregate principal amount of its 4.75% Convertible Senior Notes due 2026. This transaction adds additional cash to Quotient's balance sheet and provides additional flexibility to meet the funding requirements associated with the upcoming commercial launch of MosaiQ. The lead investor in this placement, Highbridge Capital Management, holds a significant equity position in the Company. The Company's cash and cash equivalents and short term investments as at the end of May 2021 were approximately $168 million. "The strengthening of our financial position allows us to expand our pipeline and fund our commercial endeavors," said Manuel O. Mendez, chief executive officer of Quotient. As previously reported, in March 2021, two Credit Suisse Supply Chain Finance Funds in which the Company had invested cash reserves suspended redemptions and subsequently commenced liquidation. To date, 68.5% of the Company's aggregate investment has been recovered and $34.7m remains in the funds. The Company believes Credit Suisse should reimburse any loss the Company may incur on these investments, but Credit Suisse has not yet committed to do so. The Company has taken an impairment charge of $2.3 million in respect of its investment in the funds. Capital expenditures totaled $4.2 million in the year ended March 31, 2021, compared with $4.6 million in the year ended March 31, 2020. At March 31, 2021, Quotient had available cash holdings and short- term investments of $111.7 million. These holdings include $53.2 million of investments held in two short-term investment funds with Credit Suisse Asset Management (CSAM) that are currently in the process of being liquidated. The remaining short-term investments to be liquidated are subject to significant valuation uncertainty. The Company has recognized an impairment of $2.3 million related to one of the funds invested with CSAM during March 2021. During April 2021, payments from these funds of $18.5 million were received. While the timing and amount of further payments are not clear at present the Company believes that it will receive the remaining distributions over the next fiscal year. As at March 31, 2021 the Company had $162.1 million of debt and $8.7 million in an offsetting long-term cash reserve account. Outlook for the Fiscal Year Ending March 31, 2022 * Total product sales of Alba by Quotient reagents in the range of $35.5 to $36.5 million compared to product sales in fiscal 2020 of $34.5 million. No other revenues are expected. * Capital expenditures in the range of $5 to $10 million. * Average monthly cash use for operations in the range of $6 to $6.5 million * Alba by Quotient product sales in the first quarter of fiscal 2022 are expected to be within the range of $8.9 to $9.4 million, compared with $8.8 million for the first quarter of fiscal 2021. A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/1596946/000156459021030933/qtnt-ex991_55.htm About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. Quotient Limited reported a net loss of $102.77 million for the year ended March 31, 2020, compared to a net loss of $105.4 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $271.89 million in total assets, $238.18 million in total liabilities, and $33.71 million in total shareholders' equity. Ernst & Young LLP, in Belfast, United Kingdom, the Company's auditor since 2007, issued a "going concern" qualification in its report dated June 12, 2020, citing that the Company is currently involved in an arbitration dispute with a customer and an adverse outcome of this dispute in addition to the Company's expenditure plans over the next 12 months could result in net cash outflows over the next 12 months exceeding the Company's existing available cash and short-term investment balances, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. REGIONAL AMBULANCE: Seeks to Hire Fuller Frost as Accountant ------------------------------------------------------------ Regional Ambulance Service, Inc. seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Fuller Frost & Associates CPA's as its accountant. The Debtor requires an accountant to prepare its state and federal tax returns for the 2020 tax year. Fuller Frost & Associates estimates its fees will be between $3,500 and $4,000. The firm will charge its normal and customary fees. Fuller Frost & Associates is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Chris Etterlee, CPA Fuller, Frost & Associates, CPAs 3638 Walton Way Extension, Suite 300 Augusta, GA 30909 Phone: (706) 261-8575 Email: emccormack@fflwealth.com About Regional Ambulance Service Regional Ambulance Service, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 21-01021) on April 12, 2021, listing under $1 million in both assets and liabilities. Darrin Moyer, president, signed the petition. Judge Helen E. Burris oversees the case. Barton Brimm, PA and Fuller Frost & Associates CPA's serve as the Debtor's legal counsel and accountant, respectively. RT DEVELOPMENT: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 15 on June 2 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of RT Development, LLC. About RT Development RT Development, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10809) on May 3, 2021. Brett P. Miles, managing member, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Victoria S. Kaufman presides over the case. The Law Offices of Michael Jay Berger represents the Debtor as legal counsel. SC SJ HOLDINGS: Fairmont San Jose Cleared to Seek Plan Votes ------------------------------------------------------------ Leslie A. Pappas of Bloomberg Law reports that the bankrupt owner of the Fairmont San Jose got court approval to seek votes on a Chapter 11 reorganization plan that would inject $45 million into the luxury Silicon Valley hotel and hand over its management to Hilton's Signia unit. The revised disclosure statement, which names the proposed new manager as Hilton's Signia Hotel Management LLC, now provides "sufficient information" for creditors to vote on the plan, Judge John T. Dorsey said at a hearing Tuesday in the U.S. Bankruptcy Court for the District of Delaware. About SC SJ Holdings and FMT SJ San Ramon, Caliofrnia-based Eagle Canyon Management's SC SJ Holdings LLC owns The Fairmont San Jose, an 805-room luxury hotel located at 170 South Market St., San Jose, Calif. The hotel is near many of the largest Fortune 1000 corporations and is a popular location for conferences and conventions, particularly in the technology industry. On March 5, 2021, SC SJ Holdings' affiliate, FMT SJ LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ Holdings sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10549). The cases are jointly administered under Case No. 21-10549. At the time of the filing, SC SJ Holdings disclosed assets of between $100 million and $500 million and liabilities of the same range. FMT SJ disclosed that it had estimated assets of between $500,000 and $1 million and liabilities of between $100 million and $500 million. The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP, as their bankruptcy counsel, Cole Schotz P.C. as local counsel, and Verity LLC as financial advisor. Stretto is the claims agent and administrative advisor. SM ENERGY: Stockholders Approve All Proposals at Annual Meeting --------------------------------------------------------------- SM Energy Company held its Annual Meeting of Stockholders at which the stockholders: (1) elected all of the incumbent directors that stood for reelection, namely: Carla J. Bailo, Stephen R. Brand, Ramiro G. Peru, Julio M. Quintana, Rose M. Robeson, William D. Sullivan, and Herbert S. Vogel; (2) approved, by a non-binding advisory vote, the proposal regarding the compensation of the Company's named executive officers; (3) approved the proposal to ratify the appointment by the Company's Audit Committee of Ernst & Young LLP, as the Company's independent registered public accounting firm for 2021; and (4) approved the proposal regarding the Company's Employee Stock Purchase Plan. About SM Energy SM Energy Company is an independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and natural gas liquids in the state of Texas. SM Energy reported a net loss of $764.61 million for the year ended Dec. 31, 2020, compared to a net loss of $187 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $5.02 billion in total assets, $776.62 million in total current liabilities, $2.47 billion in total noncurrent liabilities, and $1.77 billion in total stockholders' equity. STA VENTURES: Seeks to Hire Hudson & Marshall as Auctioneer ----------------------------------------------------------- STA Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Macon, Ga.-based auction firm Hudson & Marshall Auction Marketing, Inc. The Debtor needs the firm's assistance to (i) conduct an auction of the 1.769-acre property in Alpharetta, Fulton County, Ga., unless any allowed claim held by creditor, Bay Point Capital Partners II LP, is not already paid prior to Dec. 31, 2021; and (ii) conduct auctions of any additional real property deemed necessary to implement the Debtor's Chapter 11 plan. Hudson & Marshall will charge a 10 percent buyer's premium fee. The 10 percent buyer's premium will be added to the high bidder's bid amount and 6 percent of the 10 percent collected will be retained by Hudson and Marshall as commission. The Debtor will retain 4 percent of the 10 percent buyer's premium to offset any advertising and any overage will be retained by the Debtor. Ben Hudson, III of Hudson & Marshall disclosed in court filings that his firm is disinterested as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ben Hudson, III Hudson & Marshall Auction Marketing, Inc. 10761 Estes Road Macon, GA 31210 Phone: 404-307-2261 About STA Ventures Roswell, Ga.-based STA Ventures, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 20-66843) on June 1, 2020. In the petition signed by Stephen T. Allen, managing member, the Debtor disclosed assets of $1 million to $10 million and liabilities of the same range. Judge Sage M. Sigler oversees the case. The Debtor tapped Chamberlain, Hrdlicka, White, Williams & Aughtry as legal counsel and Magaro & Conine, CPA as accountant. TELKONET INC: All Three Proposals Passed at Annual Meeting ---------------------------------------------------------- Telkonet, Inc. held its Annual Meeting of Stockholders at which the stockholders: (a) elected Leland D. Blatt, Arthur E. Byrnes, Peter T. Kross, Tim S. Ledwick, and Jason L. Tienor as directors to serve until the next annual meeting of the stockholders or his earlier resignation or removal; (b) ratified the appointment of Wipfli, LLP as the Company's independent registered public accounting firm for the year ended Dec. 31, 2021; and (c) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement. About Telkonet Headquartered in Waukesha, WI, Telkonet, Inc. is the creator of the EcoSmart and the Rhapsody Platforms of intelligent automation solutions designed to optimize energy efficiency, comfort and analytics in support of the emerging Internet of Things. The platforms are deployed primarily in the hospitality, educational, governmental and other commercial markets, and is specified by engineers, HVAC professionals, building owners, and building operators. The Company currently operates in a single reportable business segment. Telkonet reported a net loss attributable to common stockholders of $3.15 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $1.93 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $6.49 million in total assets, $5.17 million in total liabilities, and $1.32 million in total stockholders' equity. Minneapolis, Minnesota-based Wipfli LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has suffered operating losses, has negative operating cash flows and is dependent upon its ability to generate profitable operations in the future and obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These conditions raise substantial doubt about its ability to continue as a going concern. TRANSOCEAN LTD: All 12 Proposals Approved at Annual Meeting ----------------------------------------------------------- At the 2021 Annual General Meeting of Shareholders of Transocean Ltd., shareholders of the Company: (1) approved the 2020 Annual Report, including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2020 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2020; (2) approved a proposal regarding the discharge of the Members of the Board of Directors and the Executive Management Team from liability for activities during Fiscal Year 2020; (3) approved the proposal regarding the Appropriation of the Accumulated Loss for Fiscal Year 2020 and Release of CHF 8.0 Billion of Statutory Capital Reserves from Capital Contribution and Allocation to Free Capital Reserves from Capital Contribution; (4) approved the proposal regarding renewal of shares authorized for issuance; (5) elected Glyn A. Barker, Vanessa C.L. Chang, Frederico F. Curado, Chadwick C. Deaton, Vincent J. Intrieri, Samuel J. Merksamer, Frederik W. Mohn, Edward R. Muller, Margareth Ovrum, Diane de Saint Vincent, and Jeremy D. Thigpen as directors for a term extending until completion of the next Annual General Meeting; (6) elected Chadwick C. Deaton as the Chairman of the Board of Directors for a term extending until completion of the next Annual General Meeting; (7) elected Glyn A. Barker, Vanessa C.L. Chang, and Samuel J. Merksamer as members of the Compensation Committee, each for a term extending until completion of the next Annual General Meeting; (8) approved the reelection of the independent proxy for a term extending until completion of the next Annual General Meeting; (9) approved the appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2021 and reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a further one-year term; (10) approved the compensation of the Named Executive Officers; (11a) approved the ratification of the maximum aggregate amount of compensation of the Board of Directors for the period between the 2021 Annual General Meeting and the 2022 Annual General Meeting; (11b) approved the ratification of the maximum aggregate amount of compensation of the Executive Management Team for Fiscal Year 2022; and (12) approved the amendment and restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan. Following the reelection at the AGM of Vanessa C.L. Chang and Glyn A. Barker as independent members of the Company's Board of Directors and the election of Mr. Barker as a member of the Compensation Committee, the Company's Board of Directors appointed Ms. Chang as Chair of the Board's Audit Committee and Mr. Barker as Chair of the Board's Compensation Committee. About Transocean Transocean is an international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. The company's mobile offshore drilling fleet is considered one of the most versatile fleets in the world. Transocean Ltd. reported a net loss of $568 million for the year ended Dec. 31, 2020, compared to a net loss of $1.25 billion for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $21.80 billion in total assets, $1.38 billion in total current liabilities, $8.98 billion in total long-term liabilities, and $11.43 billion in total equity. * * * As reported by the TCR on Dec. 1, 2020, S&P Global Ratings raised its issuer credit on Switzerland-based offshore drilling contractor Transocean Ltd. to 'CCC-' from 'SD' (selective default). The upgrade follows the company's repurchase of at least $347.6 million of the principal amount on various of its secured and unsecured debt issues (with maturities ranging from 2020 to 2025) for about $213 million in cash. UNITED METHODIST HOMES: Fitch Lowers 2013/2014A Bonds to 'BB+' -------------------------------------------------------------- Fitch Ratings has downgraded the rating one notch on the following bonds issued by the New Jersey Economic Development Authority (NJEDA) on behalf of United Methodist Homes of New Jersey, now doing business as United Methodist Communities (UMC) to 'BB+' from 'BBB-': -- $29.6 million revenue bonds, series 2013; -- $19.4 million revenue bonds, series 2014A. The Outlook has been revised to Stable from Negative. In addition, Fitch has assigned its 'BB+' Issuer Default Rating (IDR) to UMC. SECURITY The bonds are secured by a pledge of gross revenues of the obligated group (OG), a debt service reserve fund and a mortgage lien on the OG property. ANALYTICAL CONCLUSION The downgrade is driven by United Methodist Homes of New Jersey's weakened operations which were exacerbated by the pandemic; UMC's recent declines in liquidity; and UMC's high combined proportion of skilled nursing facility (SNF) beds, assisted living units (ALUs) and memory care units (MCUs) that leave UMC comparatively more susceptible to future operating disruptions. While liquidity has deteriorated and profitability has softened, Fitch believes UMC's balance sheet cushion and current margins are sufficient at the lower rating level, resulting in a Stable Outlook. UMC experienced increased expenses due to coronavirus testing and necessary supplies, as well as significantly softer census levels for its SNF beds and ALUs. Federal and state stimulus helped offset revenue losses, but because UMC's unit mix is so heavily weighted toward SNF and AL, it experienced an outsized impact from lost revenues particularly in fiscal 2021 YTD (UMC has a June 30 year-end). As a result, UMC's maximum annual debt service coverage ratio (DSCR) has dipped below 1.0x (relative to the covenant level of 1.25x) in both 2020 and through nine months of 2021 (unaudited results through March 31, 2021). This does not constitute an event of default according to UMC's bond indenture, but its inability to effectively cover debt service in recent reporting periods also contributes to the downgrade. KEY RATING DRIVERS Revenue Defensibility: 'bb' Weak IL Occupancy; Midrange Market Assessment UMC does not have comparable life plan community (LPCs) in or near its primary market area (PMA). There is one recent new entrant to the market that offers AL and MC services, but management reports that its presence has not contributed to UMC's lower census. UMC's independent living (IL) occupancy at its Bristol Glen campus averaged only 85% over the last five years, aligning with a 'weak' assessment. Even though SNF, AL and MC census levels dropped during the pandemic, covid-related challenges had minimal impact on IL census in 2020 and 2021. Fitch believes lower census levels at the SNF and AL are more integral to the overall rating assessment given that total unit mix is heavily skewed towards these service lines. UMC has a history of regular rate increases across the continuum of care, and weighted average entrance fees and monthly service fees are affordable relative to prevailing home values in its PMA. Operating Risk: 'bbb' Declining Operations, but Sufficient at Lower Rating Level Fitch's 'bbb' assessment of UMC's operating risk reflects its track record of stable 'midrange' operating performance. However, profitability has deteriorated in recent years with declining margins and weaker cost management metrics, which were also negatively impacted by pandemic-related stresses. The downgrade reflects these trends, whereas the Stable Outlook is driven by Fitch's view that UMC's softer operational metrics are still adequate at the lower rating category given UMC's balance sheet cushion. Capital-related metrics and capex requirements are also 'midrange' primarily because UMC has a modest debt burden and has completed some renovation and expansion projects at two of its campuses. Financial Profile: 'bb' Moderate Debt Burden, but Weak DSCR and Declining Liquidity As of FYE 2020, UMC carried a modest debt burden, comprising mostly the series 2013 and series 2014A fixed rate bonds, with two relatively small bank loans totaling roughly $16 million. Based on expectations for 'weak' revenue defensibility and 'midrange' operating risk, Fitch expects leverage metrics to remain mixed but stable at levels approximating its adequate 70.2% cash-to-adjusted debt. Maximum annual debt service (MADS) coverage is 0.8x in fiscal 2020, which is weak, but will stabilize at roughly 1.1x throughout Fitch's stress case scenario analysis. While 1.1x is low, it is adequate enough to prevent an event of default. UMC's liquidity profile is characterized by 276 days cash on hand (DCOH) in fiscal 2020, which is neutral to the assessment of its financial profile. Unrestricted cash and investments declined by roughly 38% between fiscal years 2018-2020, although it did generally stabilize in 2021, but this was primarily due to government stimulus. Fitch will continue to monitor UMC's cash position, but the recent downward trend strains its operating cushion as it tries to rebound from the pandemic and complete ongoing capital projects. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS Fitch notes that 86% of UMC's total units are SNF beds, ALUs and MCUs, which while not rising to the level of an asymmetric risk, is notable and puts additional pressure on the credit as it leaves UMC more susceptible to ongoing changes to the SNF and AL landscape, particularly during the pandemic. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Improved, sustained IL occupancy of approximately 90%-93%; -- Increased core profitability and entrance fee cash flows, amounting to net operating margin (NOM) of approximately 13% 15% and net operating margin adjusted (NOMA) of about 15%-20%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Prolonged weak census levels for the SNF beds, ALUs or MCUs or slow recovery of census to historical levels that results in NOM of 0%-3%, operating ratio of roughly 95%-100% and continued cash decline; -- Sustained DSCR of less than 1.0x that could trigger an event of default; -- While not expected, any additional cash transfers from the OG or debt incurred by the OG to fund new projects, particularly the Enclave Project. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE UMC operates nine senior housing, comprehensive ALUs, MCUs and SNFs across the state of New Jersey. The OG consists of three owned and/or operated facilities with a total of 647 units. These facilities are: Collingswood Manor, located in Collingswood; Bristol Glen, located in Newton and Fredon; and The Shores at Wesley Manor, located in Ocean City. In fiscal 2017, UMC sold its Francis Asbury Manor facility, which was located in Ocean Grove and was previously part of the OG. UMC also has non-OG entities, which include one ALU and SNF, five HUD 202 housing facilities and one home health corporation. The rating is based on OG financials and operations. In fiscal 2020, the OG reported total revenues of $57.7 million. In fiscal 2020, OG revenues and assets comprised 71% and 89% of total system revenues and assets. REVENUE DEFENSIBILITY UMC has a small portion of ILUs among its campuses. Its 88 ILUs are all located at its Bristol Glen location, which has historically achieved average IL occupancy of roughly 85%, aligning with a 'weak' assessment. In 2020 and through nine months of 2021, IL census has modestly increased to 93% and 94%, respectively, which management attributes to some new hires for their marketing team, additional training for marketing staff, and increased spending on digital advertising. AL and SNF censuses; however, have fallen primarily because of the pandemic. Five-year averages for SNF beds and ALUs are 85% and 87%, respectively, which are already low, but weakened to 68% and 71% through nine months of fiscal 2021. Management reports that census levels for the SNF and AL are starting to recover in 2021 and could reach pre-pandemic levels by 2022, which Fitch views positively. However, due to the nature of UMC's overall unit mix, Fitch believes it is susceptible to any renewed challenges with census or a reversal in improvements. Any protracted census issues that result in lower sustained occupancy could further impair operating performance. Additionally, as of 2020, Medicare and Medicaid combined payor mix amounted to roughly 58%, which Fitch views as significant enough to negatively impact UMC if there are unfavorable changes to reimbursement by the government. Competition in UMC's market is minimal. The only comparable LPCs are at least 17 miles from UMC's PMA. There is one new AL/MC provider in the market that is close to the Bristol Glen campus, but has not materially impacted census for any aspect of the care continuum. UMC has a consistent history of rate increases for its monthly fees for all levels of care, but there have been no recent increases to entrance fees. Annual monthly fee increases have ranged from 1%-3% and are budgeted for that same range heading into 2021. UMC's weighted average entrance fee is approximately $175,000 which is affordable relative to average resident net worth of about $1.1 million. Based upon Fitch's review of public data, average home values are roughly $307,000 in Collingswood, $313,000 in Newton, $281,000 in Fredon and $700,000 in Ocean City, where each witnessed double-digit home value appreciation over the last year. OPERATING RISK UMC's Bristol Glen campus offers a wide range of entrance fee contracts, including 0% refundable, 50% refundable, 90% refundable and traditional lifecare options. Fitch considers UMC as a predominantly type B community since about 66% of current residents selected the 90% refundable option which includes a $90,000 health care benefit (equivalent to $2,500/month credit of up to 36 months in the health care unit). For the remaining residents, 21% have traditional lifecare plans, 11% have 50% refundable plans, and 2% have 0% refundable plans. Operating performance at UMC weakened between 2018 and 2020, and then softened further as of nine-month 2021 unaudited financials through March 31, 2021. Deterioration in operating metrics from 2018-2020 were primarily caused by some early challenges with the pandemic in 2020. Pandemic stresses continued into fiscal 2021, where UMC saw very low census levels in its ALUs and SNF beds as a result of an overall surge in coronavirus cases throughout New Jersey and the onset of positive cases within UMC's three campuses. Management's budgeted expectations for nine months of 2021 was a net operating loss of $600,000, but ultimately amounted to an actual loss of $2,753,000, representing a significant variance of $2.1 million in operating losses. Revenue losses were partially offset by some grant funding from UMC's Foundation, as well as combined Federal and State stimulus funds totaling about $2.4 million. Nine-month 2021 results show a 99.1% operating ratio, 4.4% NOM, and 4.2% NOMA, which are all below UMC's respective five-year averages (which include nine-month interims for 2021) of 91.6%, 10.4%, and 10.5%. Despite the sharp decline in AL and SNF occupancy in 2021, management reports that census levels have started to improve over recent months, and management expects them to continue to climb as vaccines are administered across the state. However, Fitch believes that given the decline in operating metrics exacerbated by the pandemic, there is a higher degree of operating risk, driving the downgrade. Any reversion in progress on occupancy statistics or negative developments related to the pandemic would weaken UMC's profitability due to its large amount of SNF beds and ALUs. Net entrance fee turnover has been volatile for UMC over the last few years and are generally low due to the small percentage of ILUs across its three campuses. Driven primarily by the onset of refunds that fell behind due to some turnover in the Bristol Glen business office, entrance fee cash flows turned negative in both 2020 and through nine-months of 2021, respectively falling to -$757,000 and -$64,000. The confluence of pandemic stresses in the AL and SNF, and the downturn in net entrance fees has caused UMC to breach its DSCR covenant of 1.25x. Based on Fitch's calculations that include YTD performance (and not a trailing 12-month methodology that UMC uses in its public disclosures) DSCR was 0.8x and 0.7x in 2020 and through nine months of 2021, respectively. While this is below 1.0x, it is not an event of default, as UMC's DSCR would have to dip below 1.0x for four consecutive quarters on a trailing 12-month basis (UMC has thus far only fallen below 1.0x for two consecutive quarters). Fitch considers the incurrence of refunds more of a cash flow timing issue, rather than a structural challenge for the organization. However, improving the operating performance for the SNF and AL will be integral to raising the DSCR going forward. If DSCR stays below 1.0x, that would likely apply additional negative pressure on the rating. UMC recently completed the capital project at its Collingswood campus, which entailed renovating its health care community to a "neighborhood model" and converting 24 existing ALUs to MCUs (20 of which are occupied as of May 2021). UMC is also pursuing its Shores campus project, which includes renovating and modernizing its first and second floors, enhancing its dining room space, renovating certain common areas, converting 22 ALUs to MCUs, and converting 12 ALUs to dedicated hospice care beds. The project is in its final phase (Phase III). UMC is also completing its Bristol Glen campus project, which involves converting its health care community to a neighborhood model, expanding its MCUs to 21 from 14, and some roadwork on the main street of the campus. While the pandemic delayed these projects, UMC management still expects to complete them by June 30, 2021. Continued construction delays beyond FYE 2021 that result in added expenses could apply additional pressure on the rating. As a result of some of the aforementioned capex plans, both capex-to-depreciation and average age of plant are on par with a 'midrange' assessment for capital expenditure requirements. Five-year averages (which include nine-month interims for 2021) for capex-to-depreciation and age of plant are respectively 130.1% and 12.8 years. Near-term capital plans are expected to be routine, totaling roughly $2.5 million per year. A longer-term project, called The Enclave, includes building new MCUs on an 18-acre land parcel. While this project is outside of the OG, UMC transferred $9.4 million in cash toward the purchase of the land in 2020, which depleted its liquidity. Any additional cash transfers or new borrowings to fund The Enclave would put additional negative pressure on UMC's rating, but that is not in management's future plans at this time. UMC has a modest debt burden, resulting in MADS as a percentage of total revenues of 12.6% and revenue-only MADS coverage of 0.9x, which are both 'midrange.' However, due to pandemic-related stresses to the AL and SNF, as well as negative net entrance fees, the five-year average for debt-to-net available has climbed to 8.6x, which aligns with a 'weak' assessment. FINANCIAL PROFILE The downgrade is also driven by the decline of UMC's unrestricted cash and investments that fell 38% between 2018 and 2020 due to a host of factors, including the $9.4 million cash transfer for The Enclave, elevated overall capex, unrealized investment losses (especially in 2020) and a decrease in accounts payable. As of FYE 2020, UMC had approximately $39.9 million in unrestricted cash and investments, representing 70.2% of adjusted debt and 276 DCOH. Despite operating pressures, UMC's cash position stayed relatively stable at approximately $38.9 million as of March 31, 2021 (unaudited), owing to its receipt of approximately $2.4 million of stimulus relief from the state and federal governments. In light of expectations for 'weak' revenue defensibility and 'midrange' operating risk, UMC's financial profile is expected to remain consistent with a 'bb' assessment throughout its forward-looking stress case scenario, which factors in an assumed degree of volatility in both economic conditions and its business cycle. Capex plans in recent years have been adequate, the overall debt burden is modest, and UMC has no plans for additional leverage, but Fitch believes that recent cash declines diminish its operating cushion as it deals with its recovery from the pandemic. By year four of Fitch's stress case, cash-to-adjusted debt is roughly 70% and DCOH about 225 days, which is borderline neutral to the rating assessment. DSCR will also remain at around a relatively low level of 1.1x, but Fitch does not believe this metric will be consistently below 1.0x, which might lead to an event of default. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS No additional asymmetric risk considerations are relevant to the rating. 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. UNIVERSAL HEALTH CARE: Ruling in Advanzeon Contract Row Upheld -------------------------------------------------------------- Advanzeon Solutions, Inc., f/k/a Comprehensive Behavioral Care, Inc., Appellant, v. State of Florida ex. rel. Florida Department of Financial Services, as the receiver of Universal Health Care Insurance Company, Inc. and Universal Health Care, Inc., Appellee, No. 1D18-3087, pending before the District Court of Appeal of Florida, First District, is a contract interpretation dispute in an insurance receivership case. The issue is whether the contract between a health plan and its network provider/claims processor required the health plan to keep paying the processor contractual administrative fees after the health plan terminated the contract. In a June 1, 2021 decision, available at https://bit.ly/2SRFrLt from Leagle.com, the District Court of Appeal affirmed the trial court's holding that the contract did not require the payments. About Universal Health Care Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government-sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida. Stichter Riedel Blain & Prosser, in Tampa, served as counsel to the Debtor. VALENTINA CAPITAL: Seeks to Hire Spencer Fane as Legal Counsel -------------------------------------------------------------- Valentina Capital, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Spencer Fane, LLP to serve as lead bankruptcy counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor regarding the administration of its bankruptcy case, compliance with local rules and procedures, and other matters; (b) advising the Debtor with respect to its retention of bankruptcy professionals; (c) assisting the Debtor in analyzing its assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, asset dispositions, financing arrangements and cash collateral stipulations or proceedings, to the extent applicable; (d) representing the Debtor in any manner relevant to reviewing and determining its rights and obligations under leases and other contracts; (e) investigating the acts, conduct, assets, liabilities and financial condition of the Debtor, the Debtor's operations, and any other matters relevant to the case or to the formulation of a Chapter 11 plan; (f) representing the Debtor in the sale of its assets; (g) participating in the negotiation, formulation or objection to any plan of liquidation or reorganization; (h) advising the Debtor regarding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules; (i) assisting the Debtor in the evaluation of claims and in litigation matters, including avoidance actions; and (j) other legal services necessary to administer the case. The firm will be paid at these rates: Partners $425 - $750 per hour Of Counsel $200 - $650 per hour Associates $280 - $430 per hour Paralegals $75 - $320 per hour Jason Kathman, Esq., a partner at Spencer Fane, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jason P. Kathman, Esq. Spencer Fane LLP 5700 Granite Parkway, Suite 650 Plano, TX 75024 Phone: 972-324-0300 Tel: 972-324-0301 Email: jkathman@spencerfane.com About Valentina Capital Valentina Capital, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-10319) on April 27, 2021. At the time of the filing, the Debtor had between $500,001 and $1 million in both assets and liabilities. Judge Tony M. Davis oversees the case. Jacob Sparks, Esq., at Spencer Fane LLP, represents the Debtor as legal counsel. WATERLOO AFFORDABLE: Seeks to Hire Marcus & Millichap as Broker --------------------------------------------------------------- Waterloo Affordable Housing, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to hire Marcus & Millichap Real Estate Investment Services as its real estate broker. The Debtor requires a real estate broker to list and sell a 101-unit facility in Waterloo, Iowa, and a 72-unit apartment owned by an affiliate located at 203 Harrison St., Boone, Iowa. Marcus & Millichap will be paid a 4 percent commission on the sales price. Scott Harris, senior vice president of Marcus & Millichap, disclosed in a court filing that his firm does not represent interests adverse to Debtor and its estate. The firm can be reached through: Scott D. Harris Marcus & Millichap One Mid-America Plaza, Suite 200 Oakbrook Terrace, IL 60181 Office: (630) 570-2200 About Waterloo Affordable Housing Waterloo Affordable Housing, LLC, a lessor of real estate in Omaha, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 19-81610) on Oct. 30, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Thomas L. Saladino oversees the case. Robert Vaughan Ginn, Esq., and Theodore R. Boecker, Jr., Esq., serve as the Debtor's bankruptcy attorney and special litigation attorney, respectively. WB SUPPLY: Committee Seeks to Hire Sullivan Hazeltine as Co-Counsel ------------------------------------------------------------------- The official committee of unsecured creditors of WB Supply, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Sullivan Hazeltine Allinson, LLC to serve as co-counsel with Chamberlain Hrdlicka White Williams & Aughtry, P.C. The firm's services include: a. assisting the committee in its discussions with the Debtor and other parties in interest regarding the overall administration of the Debtor's Chapter 11 case; b. representing the committee at court hearings and communicating with the committee regarding the matters heard, issues raised and decisions issued by the court; c. assisting the committee in its examination and analysis of the conduct of the Debtor's affairs; d. preparing legal papers; and e. other legal services necessary to administer the case. Sullivan will be paid at these rates: Attorneys $375 to $475 per hour Paralegals $175 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. William Hazeltine, Esq., a partner at Sullivan, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: William A. Hazeltine, Esq. Sullivan Hazeltine Allinson LLC 919 North Market Street, Suite 420 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195 E-mail: whazeltine@sha-llc.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. EHI President Edward Hostmann serves as the Debtor's chief restructuring officer. 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 Sullivan Hazeltine Allinson, LLC and Chamberlain Hrdlicka White Williams & Aughtry, P.C. as legal counsel. Carl Marks Advisory Group, LLC serves as the committee's financial advisor. WILLIAMS TRANSPORTATION: Lender Seeks to Prohibit Cash Access ------------------------------------------------------------- Bank of Montgomery asks the U.S. Bankruptcy Court for the Southern District of Mississippi to prohibit Williams Transportation Co., LLC from using cash collateral. BOM does not consent to the use of its cash collateral and objects to the use of the same without Williams Transportation's providing adequate protection payments to BOM for the use of its collateral in the form of replacement liens on the post-petition cash collateral. BOM asserts that Williams Transportation must also provide a budget of the expenditures for approval by BOM. BOM believes it is undersecured and there is no equity cushion to provide it with adequate protection. On June 1, 2017, Williams Transportation and its related entities, McCloud Logistics, LLC; Southern Trans Services, LLC; and Williams Energy Group, LLC, entered into a Business Loan Agreement with BOM pursuant to which BOM provided $3,600,000 to refinance existing debt, provide working capital, and construct a truck wash facility. Williams Transportation and its related entities executed a promissory note dated June 1, 2017, to and in favor of BOM, in the original principal amount of $3,600,000, payable with interest at the rate of 6.5% and payable in monthly installments with a final maturity date of November 30, 2034. BOM perfected its security interest in all of the Debtor's trucks and trailers by having its lien noted on the Certificate of Title for each truck and/or trailer. BOM also perfected its security interest in the other items of collateral by filing a UCC-1 Financing Statement with the Mississippi Secretary of State. As of the petition date, Williams Transportation and its Related Entities owed BOM $3,496,879. Interest continues to accrue at the rate of $516 per day. Williams Transportation does not operate the trucks and trailers; instead, it leases them to the Related Companies. It is unknown whether there are written lease agreements. Any revenue generated by the equipment, i.e., the trucks and trailers owned by Williams Transportation, are subject to BOM's security interest. A copy of the Bank's motion is available for free at https://bit.ly/2S6beIn from PacerMonitor.com. About Williams Transportation Co. Williams Transportation Co, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 21-50539) on April 30, 2021. Scott A. Williams, member and manager, signed the petition. In the petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Katharine M. Samson oversees the case. The Law Offices of Douglas M. Engell, Inc. is the Debtor's legal counsel. WILSON COLLEGE: Fitch Alters Outlook on 'BB' IDR to Stable ---------------------------------------------------------- Fitch Ratings has affirmed Chambersburg Area Municipal Authority's Long-Term Issuer Default Rating (IDR) and $34 million education facility revenue and refunding bonds series 2018, issued on behalf of Wilson College, PA at 'BB'. The Rating Outlook has been revised to Stable from Negative. SECURITY The bonds are a general obligation of the obligated group (Wilson is the sole member) payable from any legally available funds (AF). The bonds are secured by a pledge of the college's gross revenues and a mortgage on its core campus property. In addition, the bonds have a cash-funded debt service reserve fund. ANALYTICAL CONCLUSION The ratings reflect Wilson's adequate balance sheet cushion relative to limited revenue defensibility and stronger operating risk assessments. Revenue defensibility considers moderate demand indicators constrained by a history of unsustainable endowment draws, which have been declining in recent years. Operating risk incorporates stronger cash flow margins (inclusive of endowment spend) and a manageable level of capital needs. Execution risk related to Wilson's targeted enrollment growth plans and significant reliance on endowment income have historically constrained the rating, despite maintenance of available funds and comfortable balance sheet ratios relative to adjusted debt. The Outlook revision to Stable from Negative reflects Fitch's view that steady overall fall 2020 enrollment and support from federal relief funds will result in stable financial performance in fiscal 2021, and sustain the college's prospects for ongoing financial performance at the current rating level throughout Fitch's rating case scenario analysis. KEY RATING DRIVERS Revenue Defensibility: 'bb' Sensitive Demand; High Endowment Spending Aggressive enrollment growth with mixed demand indicators in a weaker market support Wilson's revenue defensibility. Net tuition and fee revenues have doubled between fiscal years 2014 and 2020 with aggressive program and enrollment growth and modest retention. First time and transfer admissions declined in fall 2020 among Wilson's traditional student base, largely offset by strong returning student and online program enrollment, which has been key to the college's recent growth following a period of general decline. Spending related to this turnaround has resulted in endowment draws well above sustainable levels that have moderated in recent years, and stable demand through fall 2020 suggests potential enrollment resiliency going forward. Operating Risk: 'a' Solid Cash Flow; Manageable Capital Needs Operating cost flexibility is solid as reflected in historically strong cash flow; however, spending is largely driven by personnel for instruction and support of key programs. Wilson's cash flow margin has remained above 15% in recent years, driven largely by a trend of elevated but decreasing endowment draws in recent years and federal relief funding in fiscal 2020. A more normalized draw rate would result in margins closer to 10%, demonstrating a still solid level of operating flexibility. Fitch considers capital spending needs moderate in the context of consistent donor support and the manageable level of capital investment needed to sustain Wilson's unique program offerings following recent capital investments. Financial Profile: 'bb' Thin Balance Sheet Resources Wilson's 'bb' financial profile assessment reflects elevated leverage relative to the college's moderately strong business profile. AF levels have remained fairly steady in recent years, averaging around $24 million, despite high levels of endowment spending for operations and investment in facilities. Wilson's balance sheet cushion is sensitive to economic and demand stress. AF of $24 million generated an adequate cushion of 71% relative to $34 million of adjusted debt in fiscal 2020. Forward-looking balance sheet and demand volatility is reflected in Fitch's rating case scenario analysis, which stresses Wilson's AF and financial operations at levels consistent with Fitch's economic market expectations over the intermediate term. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS No asymmetric additional risk considerations apply to Wilson's rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Continued growth of student-generated revenues allowing diminished reliance on endowment draws; -- Improved financial profile as demonstrated by sustained maintenance of AF to adjusted debt above 80%; -- Consistent track record of sustainable endowment draws at or below 6%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Weakening demand, as evidenced by material declines in enrollment or net tuition and fee revenue in fiscal 2022; -- An increase in the college's endowment draw rate in fiscal 2022; -- Diminished operating cost management with cash flow margins declining below 10%. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE Wilson College, situated on 275 acres in Chambersburg, PA, was founded as a women's college in 1869 by two Presbyterian ministers with funds provided by Sarah Wilson. The college became coeducational in fall 2013 and currently offers undergraduate programs spanning 35 majors and 43 minors, as well as adult and graduate programs. Wilson is accredited by the Middle States Commission on Higher Education with additional recognition from the accrediting bodies related to the college's various undergraduate and graduate offerings. Wilson College significantly reduced on-campus activity and housing in spring 2020 in response to the coronavirus pandemic, and was entirely remote throughout the summer and fall of fiscal 2021. As a result, auxiliary revenues declined sharply, partially offset by stable enrollment trends and increasing net tuition and fee growth. The college also benefited from a $2.1 million Payroll Protection Program loan from the Small Business Administration, which is forgivable if the borrower maintains headcount fairly stable. Wilson trimmed operating expenses in travel, athletics, housing, and dining, but has held payroll fairly stable, supporting the college expectations that the will be fully forgiven. Early indicators for summer and fall 2021 suggest a return to near pre-pandemic levels of student activity on campus. 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. [^] BOOK REVIEW: Mentor X ------------------------- The Life-Changing Power of Extraordinary Mentors Author: Stephanie Wickouski Publisher: Beard Books Hard cover: 156 pages ISBN: 978-1-58798-700-7 List Price: $24.75 Order this Book: https://is.gd/EIPwnq Long-time bankruptcy lawyer Stephanie Wickouski at Bryan Cave impressively tackles a soft problem of modern professionals in an era of hard data and scientific intervention in her third published book entitled Mentor X. In an age where employee productivity is measured by artificial intelligence and resumes are prescreened by computers, Stephanie Wickouski adds spirit and humanity to the professional journey. The title is disarmingly deceptive and book browsers could be excused for assuming this work is just another in a long line of homogeneous efforts on mentorship. Don't be fooled; Mentor X is practical, articulate and lively. Most refreshingly, the book acknowledges the most important element of human development: our intuition. Mrs. Wickouski starts by describing what a mentor is and distinguishes that role from a teacher, coach, role model, buddy or boss. Younger professionals may be skeptical of the need for a mentor, but Mrs. Wickouski deftly disabuses that notion by relating how a mentor may do nothing less than change the course of a protege's life. Newbies to this genre need little convincing afterwards. One of the book's worthiest contributions is a definition of mentor that will surprise most readers. Mentors are not teachers, the latter of which impart practical knowledge. Instead, according to Mrs. Wickouski, her mentors "showed me secrets that I could learn nowhere else. They showed me how doors are opened. They showed me how to be an agent of change and advance innovative and controversial ideas." What ambitious professional doesn't want more of that in their life? The practicality of the book continues as Mrs. Wickouski outlines the qualities to look for in a mentor and classifies the various types of mentors, including bold mentors, charismatic mentors, cold and distant mentors, dissolute mentors, personally bonded mentors, younger mentors, and unexpected mentors. Mentor X includes charts and workbooks which aid the reader in getting the most out of a mentor relationship. In a later chapter, Mrs. Wickouski provides an enormously helpful suggestion about adopting a mentor: keep an open mind. Often, mentors will come in packages that differ from our expectations. They may be outside of our profession, younger, less educated, etc . . . but the world works in mysterious ways and Mrs. Wickouski encourages readers to think about mentors broadly. In this modern era of heightened workplace ethics, Mrs. Wickouski articulates the dark side of mentors. She warns about "dementors" and "tormentors" -- false mentors providing dubious and sometimes self-destructive advice, and those who abuse a mentor relationship to further self-interested, malign ends, respectively. She describes other mentor dysfunctions, namely boundary-crossing, rivalry, corruption, and a few others. When a mentor manifests such behaviors, Mrs. Wickouski counsels it's time to end the relationship. Mrs. Wickouski tells readers how to discern when the mentor relationship is changing and when it is effectively over. Those changes can be precipitated by romantic boundaries crossed, emergence of rivalrous sentiment, or encouragement of unethical behavior or corruption. Mrs. Wickouski aptly notes that once insidious energies emerge, the mentorship is effectively over. At this point, certain readers may say to themselves, "Okay, I've got it. Now I can move on." Or, "My workplace has a formal mentorship program. I don't need this book anymore." Or even, "Can't modern technology handle my mentor needs, a Tinder of mentorship, so to speak?" Mrs. Wickouski refutes that notion. She analyzes how many mentoring programs miss the mark. In one of the best passages in the book, Mrs. Wickouski writes, "Assigning or brokering mentors negates the most critical components of a true mentor–protege relationship: the individual process of self-awareness which leads a person to recognize another individual who will give the advice singularly needed. That very process is undermined by having a mentor assigned or by going to a mentoring party." She does not just criticize; she offers a solution with three valuable tips for choosing the right mentor and five qualities to ascertain a true mentor in the unlimited sea of possibilities. Next, Mrs. Wickouski distinguishes between good advice and bad advice. She punctuates that discussion with many relevant and relatable examples that are easy to read and colorfully enjoyable. This section includes interviews with proteges who have had successful mentorships. The punchline: in the best mentorships, the parties harmoniously share personal beliefs and values. Also important, the protege draws inspiration and motivation from the mentor. The book winds down as usefully as it started: Mrs. Wickouski interviews proteges, asking them what they would have done differently with their mentors if they could turn back the clock. A common thread seems to be that the proteges would have gone deeper with their mentors -- they would have asked more questions, spent more time, delved into their mentors' thinking in greater depth. The book wraps up lightly by sharing useful and practical suggestions for maintenance of the mentor relationship. She answers questions such as, "Do I invite my mentor to my wedding?" and "Who pays for lunch?" Mentor X is an enjoyable read and a useful book for any professional in any industry at, frankly, any point in time. Advanced individuals will learn much from the other side, i.e., how to be more effective mentors. Mrs. Wickouski does a wonderful job of encouraging use of that all knowing aspect of human existence which never fails us: proper use of our intuition. About The Author Stephanie Wickouski is widely regarded as an innovator and strategic advisor. A nationally recognized lawyer, she has been named as one of the 12 Outstanding Restructuring Lawyers in the US by Turnarounds & Workouts and as one of US News' Best Lawyers in America. She is the author of two other books: Indenture Trustee Bankruptcy Powers & Duties, an essential guide to the legal role of the bond trustee, and Bankruptcy Crimes, an authoritative resource on bankruptcy fraud. She also writes the Corporate Restructuring blog. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***