/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210617.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 17, 2021, Vol. 25, No. 167 Headlines 1600 HICKS ROAD: Case Summary & Unsecured Creditor ACCESS CIG: S&P Alters Outlook to Stable, Affirms 'B' ICR ADMI CORP: Moody's Rates New $700MM Add-on First Lien Loan 'B2' ADMI CORP: S&P Affirms 'B' Issuer Credit Rating, Outlook Negative ALGON CORPORATION: Resolves Amerant's Loans; Files Amended Plan API GROUP: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Stable APOLLO COMMERCIAL: S&P Rates New Senior Secured Notes 'B+' AULT GLOBAL: Ault & Company to Acquire 1M Common Shares BERRY GLOBAL: Moody's Rates New Sr. Secured First Lien Notes 'Ba2' BIFM CA: Moody's Rates New $25MM First Lien Loan 'B2' BIOLASE INC: Stockholders Approve Four Proposals at Annual Meeting BK4 LLC: Unsecured Creditors to Recover 100% in Sale-Based Plan BROWNIE'S MARINE: BLU3 to Participate in Amazon Prime Day CANYONS END: Gets OK to Hire Southwest Tax Solutions as Accountant CARBONYX INC: Unsecureds to Get $1,500 Per Month for 60 Months CARLA'S PASTA: Chubb Companies Say Plan Disclosures Inadequate CARS.COM INC: S&P Upgrades ICR to 'B+', Outlook Stable CHESAPEAKE ENERGY: 3 Executives Resign After Chapter 11 Exit CMC II: Committee Taps FTI as Financial Advisor CNG HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative COMMUNITY REGIONAL: Case Summary & 4 Unsecured Creditors DAVIDZON MEDIA: Seeks to Hire Wisdom Professional as Accountant DIOCESE OF BUFFALO: Suit v. Jasinski May Proceed to Judgment ELITE PHARMACEUTICALS: Swings to $5.1M Net Income in Fiscal 2021 ENTRUST ENERGY: Seeks to Hire Alvarez & Marsal as Financial Advisor EVERYTHING BLOCKCHAIN: To Acquire Mercury Inc. for $1.4 Million FLEETSTAR LLC: Mack & Volvo Win in Guaranty Suit GAIA INTERACTIVE: Seeks Approval to Hire PAI as Accountant GAINCO INC: Seeks to Hire Ruble Leadbetter as Accountant GB SCIENCES: CFO Zach Swarts Gets Additional Role as Treasurer GIOVANNI & SONS: Amended Disclosure Statement OK'd GIRARDI & KEESE: Erika Girardi's Lawyer Wants to Drop Her as Client HENRY A. RODRIGUEZ: Case Summary & 13 Unsecured Creditors HERITAGE POWER: Moody's Lowers Sr. Secured Credit Facilities to B2 IMERYS TALC: Opposes Johnson & Johnson Call for Plan Vote Info INTERNATIONAL LAND: Appoints Frank Ingrande as President INTERSTATE COMMODITIES: Court Approves Disclosure Statement INVO BIOSCIENCE: Appoints Andrea Goren as Chief Financial Officer IRONCLAD PERFORMANCE: Court Trims SEC Claims v. Ex-SVP Felton IT'SUGAR FL I: To Emerge from Chapter 11 Bankruptcy Protection KG WINDDOWN: Court Approves Structured Case Dismissal KINGSLEY CLINIC: Affiliate Seeks Cash Collateral Access KOSSOFF PLLC: Prince Seeks Default Win on Missed June Deadline LIGHTSTONE GENERATION: Moody's Cuts Secured Credit Facilities to B2 MALLINCKRODT PLC: Says Plan Disclosures Provide Adequate Info MELLO MORTGAGE 2021-INV1: Moody's Assigns (P)B3 Rating to B5 Certs MIDTOWN DEVELOPMENT: Seeks Interim Cash Collateral Access MONAKER GROUP: Gets Regulatory OK to Acquire 57.6% Stake in IFEB MONEY.NET: Ex-Gain Capital CEO Pays $1 Million for Platform MOSS CREEK: Moody's Hikes CFR to B3 & Alters Outlook to Stable MOUTHPEACE DENTAL: Seeks to Hire Carroll & Company as Accountant NINE POINT ENERGY: Asks Court to Clear $250 Million Sale NUTRIBAND INC: Incurs $316K Net Loss in First Quarter PIASECKI REALTY: Gets OK to Hire Genova & Malin as Legal Counsel PRECIPIO INC: CEO, Director Adopt Stock Trading Plan PRO VIDEO: Seeks Approval to Hire Latham Luna as Legal Counsel PROJECT BOOST: Upsized First Lien Loan No Impact on Moody's B3 CFR PS ON TAP: Seeks to Hire Grigorian & Associates as Accountant QUALITYTECH LP: Moody's Puts Ba3 CFR Under Review for Downgrade RENNOVA HEALTH: Posts $54.3M Net Loss in First Quarter ROOSEVELT INN: Case Summary & 19 Unsecured Creditors ROOSEVELT MOTOR: Case Summary & Unsecured Creditor SAGO TECHNOLOGY: Seeks to Hire Riemer & Braunstein as Legal Counsel SAN ISABEL TELECOM: Seeks to Hire M&A Advisory as Investment Banker SEADRILL LTD: Faces Terminated Worker Class Action Lawsuit SECURE ENERGY: S&P Rates New C$150MM Senior Unsecured Notes 'B' SECURE HOME: Exits Chapter 11 Under Restructuring Plan SHARPE CONTRACTORS: Plan to Pay Income, Shane Sharpe to Unsecureds SLIM DOLLAR: Plan Crams Down, Removes Junior Liens SPARKS TOURISM: Moody's Affirms Ba2 Rating on $76.4MM Tax Bonds TCT GROUP: Hits Chapter 7 Bankruptcy, Stops Operations TGP HOLDINGS III: Moody's Hikes CFR to B2, Outlook Stable TIDEWATER REALTY: Case Summary & 4 Unsecured Creditors TIVITY HEALTH: Moody's Rates New First Lien Credit Facilities 'B2' VAMCO SHEET: Seeks to Hire Alla Kachan as Legal Counsel WASHINGTON PRIME: Chapter 11 Valuation Muddied by Covid Recovery WASHINGTON PRIME: Fitch Downgrades IDR to 'D' Due to Filing WEINSTEIN CO: Challenge to California Extradition Fails WPX ENERGY: Moody's Withdraws Ba3 CFR Following Devon Merger [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1600 HICKS ROAD: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: 1600 Hicks Road, LLC 1600 Hicks Road Rolling Meadows, IL 60008 Business Description: 1600 Hicks Road, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 15, 2021 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 21-07478 Judge: Hon. David D. Cleary Debtor's Counsel: Richard G. Fonfrias, Esq. FONTRIAS LAW GROUP LLC 125 S Wacker Dr., #300 Chicago, IL 60606 Tel: 312-969-0730 Fax: 844-448-7417 Email: richprivatemail@protonmail.com Total Assets: $620,000 Total Liabilities: $1,539,998 The petition was signed by Anam Qadri, partner. The Debtor listed EH National Bank as its sole unsecured creditor holding a claim of $919,998. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5HWKR2Y/1600_Hicks_Road_LLC__ilnbke-21-07478__0001.0.pdf?mcid=tGE4TAMA ACCESS CIG: S&P Alters Outlook to Stable, Affirms 'B' ICR --------------------------------------------------------- S&P Global Ratings revised it outlook on Woburn, Mass.-based Access CIG LLC, a records information management company, to stable from negative, and affirmed all its ratings, including the 'B' issuer credit rating. S&P also affirmed the 'B' issue-level, and '3' recovery ratings on the first-lien credit facilities, and the 'CCC+' and '6' issue-level and recovery ratings on the second-lien term loan. S&P said, "The stable outlook reflects our expectation pro forma leverage will decline to the low-7x area over the next 12 months with healthy adjusted EBITDA margins in the mid-40% area supported by low-single-digit organic growth rates, the successful integration of acquisitions, and a decline in integration expenses. "The outlook revision reflects our view that improving business conditions will support stable operating performance and steady deleveraging to the low-7x area in 2021. Access has navigated a period of challenging business conditions and we expect adjusted leverage (pro forma for acquisition contributions) will decline beneath our 7.5x downside trigger in 2021. We expect increasing vaccination rates should support economic recovery and office reopenings such that total revenues grow in the high-single digit percent area and S&P Global Ratings adjusted EBITDA margins remain over 40% resulting in about $30 million in reported free operating cash flow in 2021. Access modestly exceeded our 2020 expectations with low-single digit revenue growth and S&P Global Ratings' adjusted EBITDA margin expansion of 120 basis points (bps) through greater-than-expected stability in the higher-margin services and shred segments (36.3% of fiscal year 2020 revenues), cost-cutting initiatives, and a higher level of acquisition activity than we had previously expected. "A key assumption supporting our forecast includes our expectation that acquisition activity will modestly increase in 2021, and that total acquisition integration and transformation expenses will moderate as acquisitions made during periods of elevated spending in 2018 and 2019 become fully integrated. We forecast acquisitions will be completed at modestly deleveraging multiples using the company's cash balance on hand of $75.2 million as of March 31, 2021. The COVID-19 pandemic, however, could accelerate the secular decline in physical record storage, potentially limiting organic growth prospects over the long term. Greater adoption of remote working arrangements could ultimately limit the recovery in Access' physical record storage volumes and accelerate the shift toward digital substitution in the physical record storage industry (63.7% of FY2020 revenues). As a result, Access may increasingly rely on price increases and market share wins in the more volatile small and medium enterprise (SME) market to generate organic revenue growth. The company's focus on the SME market may result in greater earnings volatility relative to the market leader Iron Mountain Inc. as pandemic-related government stimulus measures targeting SMEs expire. However, S&P views favorably Access' SME exposure to highly regulated end-markets including legal services and health care, which feature more strict regulatory requirements for records information management. Access continues to invest in its digital record management capabilities to position itself as the industry shifts, and the fees it receives for destroying and transferring data can offset any customer losses by generating revenue equivalent to two years of storage. Highly recurring and stable revenues support near-term cash flow visibility. The high costs of data transfer or destruction and long-term customer contracts support the company's retention rates in the mid-90% area. Additionally, the company's track record of annual price increases and its minimal customer concentration support visibility into earnings and cash flow over the next year or so. S&P said, "While we expect the company's cash conversion may be challenged in 2021 by an increase in pandemic-delayed technology platform investments as well as working capital investment to fund the recovery of the business, we expect Access to generate at least $50 million in reported free operating cash flow (FOCF) annually in 2022 and beyond as investment returns to historical levels." The stable outlook reflects its expectation pro forma leverage will decline to the low-7x area over the next 12 months with healthy S&P Global Ratings-adjusted EBITDA margins in the mid-40% area supported by low-single digit organic growth rates, the successful integration of acquisitions, and a decline in integration expenses. S&P could lower its rating on Access if: -- Credit measures remain pressured and it becomes more certain that adjusted leverage will remain above 7.5x or FOCF to debt is below 3% through 2021; -- Available liquidity declines below $50 million; and -- Organic revenue growth rates remain negative even after pandemic-related headwinds subside, which would indicate stronger-than-anticipated pressure from a secular shift away from physical storage or a weakening competitive position. While unlikely, given the company's financial sponsor ownership and aggressive debt-funded growth strategy, S&P could raise the ratings if Access commits to a more conservative financial policy resulting in adjusted leverage sustained below 5.5x on a permanent basis, coupled with adjusted FOCF to debt sustained in the high-single digits and an increased scale of operations. ADMI CORP: Moody's Rates New $700MM Add-on First Lien Loan 'B2' --------------------------------------------------------------- Moody's Investors Service affirmed ADMI Corp.'s B2 Corporate Family Rating, the B2-PD Probability of Default Rating, and the B2 ratings on the first lien senior secured term loan, first lien senior secured revolving credit facility. Moody's also assigned a B2 rating to the company's proposed $700 million add-on first lien senior secured term loan. The rating outlook is changed from stable to negative. The rating actions follow the announced incremental $700 million term loan which combined with $150 million of cash from the balance sheet will be used to fund a $835 million distribution to shareholders. The affirmation of the B2 Corporate Family Rating reflects Moody's expectation that the company will see leverage improvement following the shareholder distribution given the ADMI's strong earnings outlook and the ability to achieve synergies for the acquisition of CC Dental Implants Holding, LLC ("ClearChoice") including procurement savings, SG&A and marketing cost synergies. Moody's expects the company to generate consistent positive free cash flow. Aspen Dental and ClearChoice patient volumes have returned to near pre-coronavirus levels, and the combined entity's performance to date in 2021 exceeded Moody's previous expectations. The affirmation is also supported by ADMI's good liquidity and Moody's expectation that the company will generate over $90 million in annual free cash flow and access to a $350 million revolving credit facility (which is being upsized by $100 million as part of the recapitalization). The change in outlook to negative reflects the more aggressive nature of ADMI's financial policies, a key governance issue. ADMI will be meaningfully increasing leverage to fund a very large shareholder distribution, which come only 6 months after the increased leverage to fund the $1.135 billion acquisition of ClearChoice. Leverage, pro-forma for the distribution and a full year of ClearChoice, rises to 7.4x. Combined with higher initial gross financial leverage, and the use of a significant portion of its cash balances to fund the distribution, there is a greater risk that debt/EBITDA will remain above 6.0x beyond the next 12-18 months. ADMI more weakly positioned to absorb any unexpected operating setbacks or incremental debt and the company will need to continue to execute at a high level to reduce leverage. Moody's took the following rating actions: ADMI Corp. Ratings Affirmed: Corporate Family Rating affirmed at B2 Probability of Default Rating affirmed at B2-PD $350 million Gtd Senior Secured First Lien Revolving Credit Facility affirmed at B2 (LGD3) $920 million Gtd Senior Secured First Lien Term Loan affirmed at B2 (LGD3) $1,200 million Gtd Senior Secured First Lien Term Loan add-on affirmed at B2 (LGD3) Ratings assigned: $700 million Gtd Senior Secured First Lien Term Loan add-on assigned at B2 (LGD3) Outlook action: Outlook, changed to negative from stable RATINGS RATIONALE ADMI's B2 Corporate Family Rating reflects its elevated pro forma financial leverage of approximately 7.4x following its shareholder distribution and recent acquisition of ClearChoice. The rating also incorporates the integration risk surrounding the acquisition. The rating is constrained by aggressive de novo growth strategies and a high proportion of self-pay revenues in both businesses. Moody's expects that ADMI will resume new office openings and growth capital expenditures as the risk from the coronavirus pandemic ebbs. The rating also reflects the risk that growth slows and cash flow materially weakens from recent levels as temporary demand surges normalize. The rating is supported by the combined entity's strong market presence as a differentiated dental service provider with few competitors of scale. The ClearChoice acquisition has added scale, allowing ADMI to access the fast-growing high-end full arch replacement market. ADMI benefits from favorable industry dynamics, with a growing market of edentulous patients, due to the aging population. Further, ADMI has a national footprint and good geographic diversification. ADMI has historically demonstrated positive trends in same-store sales growth, and Moody's believes that there are opportunities for referrals between ADMI and ClearChoice. Lastly, the expectation of solid free cash flow is driven by generally low maintenance capital expenditures and ClearChoice's revenue cycle which includes upfront payments by patients. Moody's anticipates that ADMI will maintain good liquidity post-closing, supported by an upsized, undrawn $350 million revolving credit facility and post-transaction cash balance of $143 million. Moody's expects ADMI to generate about $94 million of free cash flow in 2022, supported through there could be some variability depending on changes in deferred revenue from the ClearChoice business. ADMI and Aspen Dental practices face social risks such as the rising concerns around the access and affordability of healthcare services. However, Moody's does not consider the DSOs to face the same level of social risk as many other healthcare providers because they rely less on government and commercial insurers. That being said, ClearChoice faces other social risks such as reputational risks given the highly consumer driven model. Bad reviews on-line or bad publicity stemming from a small number of unhappy clients could result in material harm to the company's revenue and cash flow. From a governance perspective, Moody's expects ADMI's financial policies to remain aggressive due to its private equity ownership. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company's liquidity weakens or if Moody's expects debt/EBITDA will be sustained above 6.0 times for an extended period. A material reduction in free cash flow or additional debt funded transactions could also result in a ratings downgrade. Additionally, if the ratings could be downgraded if Aspen experiences material integration related disruption. An upgrade is possible if Aspen Dental adopts more conservative financial policies and maintains debt/EBITDA below 4.5 times. Additionally, effective management of growth that resulted in improved profitability and cash flow, and successful integration of ClearChoice could support an upgrade. ADMI provides business support services to its 895 affiliated dental offices across 43 states, while Clearchoice serves a network of 70 affiliated dental implant centers across 28 states. ClearChoice practices are the leading national provider of fixed full-arch dental implants and related treatments. The company is privately-held and majority owned by Ares Management, LP and Leonard Green & Partners, L.P., with the remaining 20% owned by American Securities, management and dentists. The company's audited financials do not consolidate the practice ownership program ("POP") practices. As of March 31, 2021, excluding POP offices, ADMI generated consolidated net patient revenues of approximately $900 million, while the combined net patient revenues including POP offices was approximately $2.3 billion for the same period. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ADMI CORP: S&P Affirms 'B' Issuer Credit Rating, Outlook Negative ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on ADMI Corp. At the same time, S&P assigned its 'B' issue-level rating and '4' recovery rating to the proposed $700 million incremental term loan. S&P revised the existing recovery rating on ADMI's other senior secured debt to '4' from '3'. The '4' recovery rating reflects its expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of payment default. The negative outlook continues to reflect the inherent integration risk from the recent and sizable ClearChoice acquisition, as well as a slower pace of deleveraging than previously projected due to the incremental term loan. Operating performance has been stronger than expected following the acquisition of ClearChoice in December 2020. Adjusted leverage was 9.8x at fiscal year-end 2020 compared with S&P's previous expectation of 10.8x, driven by continued recovery from the COVID-19 pandemic. Revenue for 2020 (excluding ClearChoice) grew 2% year over year as a result of same store growth and the continued opening of new offices. Improvements to revenue growth and EBITDA margin expansion carried forward into the first quarter of 2021 and help support its forecast for materially stronger operating results for the full year. The transaction increases adjusted leverage and slows down the expected pace of deleveraging. Despite the improvement in operating performance since S&P's last review, the incremental debt increases adjusted leverage to a projected 8.0x at year-end 2021, up from its previous expectation of 7.6x. S&P expects that the projected leverage reduction below 8x will be slowed by about one year, but continued, strong EBITDA growth--driven by rapid de novo expansion--should enable leverage to fall below 8x by the end of 2022. Furthermore, S&P expects operating cash flow generation to remain comparatively strong compared with other dental support organizations (DSO), despite the increased interest burden, enabling ADMI to fund a substantial amount of de novo capital expenditures. The recent active pace of debt-funded transactions may indicate a financial policy shift. The transaction is ADMI's third, and the largest, debt-funded dividend since 2017 and comes just six months after the largest acquisition in the company's history. While S&P expects the rapid pace of de novo expansion to support EBITDA growth and deleveraging below 8x over time, it could consider a downgrade if operational challenges or further debt-funded dividends led to adjusted leverage sustained above 8.0x through 2022. The negative outlook reflects the inherent integration risk from the recent and sizable ClearChoice acquisition, the risk of slower deleveraging than previously expected due to the proposed incremental term loan, and S&P's view that the recent pace of debt-funded transactions may indicate a more aggressive financial policy. S&P would consider a downgrade if ADMI's leverage remained above 8x by the end of 2022 and its adjusted free operating cash flow (FOCF) to debt ratio were below 3%. S&P could revise its outlook on ADMI to stable if it came to believe that it could sustain adjusted leverage below 8x and adjusted FOCF to debt ratio were above 3%. ALGON CORPORATION: Resolves Amerant's Loans; Files Amended Plan --------------------------------------------------------------- Algon Corporation submitted the First Amended combined Chapter 11 Plan of Reorganization and Disclosure Statement for the resolution of Claims against, and interests in, the Debtor and the continued operation of the Debtor and its subsidiary. The Debtor's pre-petition general Unsecured Claims are comprised of: (1) general Unsecured Claims of Trade Creditors totaling approximately $1,800,000.00; (2) an Unsecured Claim of Amerant Bank; and (3) the BBVA and EXIM Deficiency Claims. Because the Plan proposes payments on the Secured Claims of BBVA and EXIM based upon the value of their collateral, which will be substantially less than the total amount of those Secured Claims, the Deficiency Claims of BBVA and EXIM will be treated as additional Unsecured Claims under this Plan. The estimated amounts of the BBVA and EXIM Deficiency Claims are separate from, and in addition to, the estimated $1,800.000 in Unsecured Claims of Trade Creditors. The Debtor and non-debtor Algon Properties have resolved its two loans with Amerant Bank. Both loans are secured by non-debtor Algon Properties, and both will be paid by Algon Properties as follows: (a) the Line of Credit, now $27,805.35, will be paid with interest at $1,000.00 per month over a period of 31 months with the final payment in the amount of $151.71; and (b) the mortgage debt to non-debtor Algon Properties will continue to be paid in the normal course. Accordingly, Amerant will receive no additional payments under the Plan. Class 2 consists of the Allowed Secured Claims of BBVA and EXIM Bank. Class 2 is secured by pre-petition first liens on the inventory and accounts receivable of the Debtor and Debtor's subsidiary, Algon MX (collectively the "Collateral"). For purposes of this Plan, the Collateral securing Class 2 has been valued at $1,000,000.00. On the Effective Date, Class 2 shall receive 50% of its Allowed Secured Claim, or $500,000.00, and the remaining 50% of its Allowed Secured Claim, the second $500,000.00, shall be paid 12 months from the Effective Date. In addition, Class 2 will have a Class 5 Allowed Unsecured Deficiency Claim in the amount of $7,858,290.52. Class 5 is comprised of the Allowed Unsecured Claims of Trade Creditors (totaling approx. $1,798,700) and the Allowed Unsecured Deficiency Claims of Class 2 (totaling $7,858,290). Members of Class 5 shall be paid 2.5% of the amount of their Allowed Claims on the Effective Date, and an additional 2.5% of the amount of their Allowed Claims 12 months after the Effective Date. It is anticipated that the current Equity Owner (Maria Elvira Suarez) will retain 40% of her equity in the Reorganized Debtor but will transfer 60% of her ownership interests to the Investor, who will be contributing new capital and enabling or making loans to the Reorganized Debtor in the amount of approximately $1,600,000. The Equity Owner's transfer to the Investor of 60% of her equity in the Reorganized Debtor is part of the consideration being given to the Investor for its capital infusion and for its credit enhancement. As set forth in the Investor Agreement and Projections, the Plan will be funded from the Institutional Loan, the Investor Loan, the Investor Capital Infusion, the Working Capital Loan, and revenues from continued post confirmation operations of the Reorganized Debtor. The Investor Agreement between the Debtor, Algon MX, Alfredo and Maria Elvira Suarez ("the Suarezes") and the Investor establishes the funding for the Plan. All funding will be completed within five business days of the date that the Confirmation Order becomes a Final Order, and the Effective Date shall be the date that Effective Date Distributions are made under the Plan, not later than five business days after the funding has been completed. The secured lenders have guarantees of the Suarezes and have demanded separate consideration for satisfaction of the guarantees. Maria Elvira has arranged to satisfy the guarantees by agreeing to pay the secured creditors all of the Alfredo Suarez estate, including life insurance proceeds, less $50,000.00. A full-text copy of the First Amended combined Chapter 11 Plan of Reorganization and Disclosure Statement dated June 15, 2021, is available at https://bit.ly/2SGfFK6 from PacerMonitor.com at no charge. Attorneys for Debtor: Aaronson Schantz Beiley P.A. Geoffrey S. Aaronson, Esq. gaaronson@aspalaw.com Tamara D. McKeown, Esq. tmckeown@aspalaw.com One Biscayne Tower 2 S. Biscayne Blvd, 34th Floor Miami, Florida 33131 Tel: 786.594.3000 Fax: 305.424.9336 About Algon Corporation Miami, Fla.-based Algon Corporation -- https://www.algon.com/ -- is a worldwide distributor of raw materials and industrial parts for the pharmaceutical, cosmetic, and food industries. Algon Corp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-18864) on July 1, 2019. In the petition signed by its president, Alfredo Suarez, the Debtor was estimated to have assets and liabilities of less than $10 million. The case is assigned to Judge Robert A. Mark. The Debtor is represented by Geoffrey S. Aaronson, Esq., at Aaronson Schantz Beiley P.A. API GROUP: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on APi Group Corp. S&P said, "At the same time, we assigned our 'B' issue-level rating to the company's proposed senior unsecured notes, with a '6' recovery rating indicating our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. We also affirmed our 'BB-' issue-level rating on the company's senior secured term loan due 2026, with a '3' recovery rating indicating our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery. "The stable outlook reflects our view that APi will have solid operating performance in 2021 and our expectation for its adjusted debt to EBITDA about 3x. "We expect APi's operating performance will build on its solid start to 2021. We expect APi's safety and specialty services segments will experience organic growth benefiting from solid end-market demand and recurring revenues, slightly offset by a decline in its industrial services segment due to the company's strategic shift to focus on its other businesses. We anticipate adjusted EBITDA margins in the high-single digit percent area, with potential upside as the company focuses on increasing higher margin service revenue, implements disciplined project selection, and achieves better operating efficiency over time. Pro forma for the transaction, we anticipate APi's adjusted debt to EBITDA to remain in the 3x area over the next 12 months, with free operating cash flow (FOCF) to debt in the mid-teen digit percent area. We assume the company will continue to have a modest level of acquisitions, which could limit sustained deleveraging over time. "Our rating continues to reflect the company's position as the leading fire protection contractor in the U.S. In our view, APi benefits from a good market position in its core fire protection business, diversified customer base with substantial service-based revenues that are repeatable in nature, and relatively flexible cost structure. The acquisition of Netherlands-based SK FireSafety Group in October 2020 moderately expanded its geographic diversification. As of March 2021, about 10% of the revenue was generated from Europe. In our view, the company's modest revenue diversity could provide some protection against sector-specific weaknesses. Its safety services, which includes the company's fire protection business, is relatively less cyclical due to regulatory requirements for the inspection and maintenance of fire systems. Still, we believe the overall engineering and construction (E&C) industry has inherent cash flow and earnings volatility risk, due to its project-based nature. "The stable outlook on APi reflects our assumption that APi will continue to have solid operating performance in 2021. We forecast company's adjusted debt to EBITDA will remain about 3x. "We could lower the rating over the next 12 months if we expect debt to EBITDA increase above 4x or FOCF to debt decline below 10% on a sustained basis. This could occur, for example, if the company experiences unexpected project execution issues that causes adjusted EBITDA margins to decline below 8% or has trouble integrating future acquisitions. We could also lower our rating due to a weaker-than-anticipated economic environment that causes a similar drop in margins. "Although unlikely, we could raise our rating over the next year if the company's debt to EBITDA declines below 3x and FOCF to debt improves above 15% on a sustained basis. This could occur if APi's operating performance exceeds our expectations or if it pursues a lower-than-anticipated level of acquisitions. We would also need to be more certain the company would sustain an improvement in credit metrics." APOLLO COMMERCIAL: S&P Rates New Senior Secured Notes 'B+' ---------------------------------------------------------- S&P Global Ratings assigned its 'B+' senior secured debt rating to Apollo Commercial Real Estate Finance, Inc's (ARI: B+/Stable/--) expected $400 million of senior secured notes due 2029. The company expects initially to use the loan proceeds to paydown other secured financing, therefore, S&P expects no change in the company's leverage, which was about 2.1x as of March 31, 2021. S&P said, "Our ratings on ARI reflect its exposure to transitional commercial real estate loans, reliance on secured repurchase facilities with the potential for margin calls, and relatively short operating history. The company's low leverage and limited short-term maturities are positive ratings factors. "The stable outlook reflects our expectation that, over the next year, ARI—helped by the rebounding economy—will report mostly stable asset quality trends while maintaining adequate liquidity and leverage of around 2.0x-2.5x, as measured by debt to adjusted total equity (ATE). Pandemic-related changes and pressures in commercial real estate, such as in the office market, may still create challenges for the company and other lenders in the next few years, but we expect ARI to be able to work through those over time while maintaining leverage, funding, and liquidity at current levels. "We could lower the rating in the next year if asset quality deteriorates meaningfully, particularly if that leads to margin calls on ARI's funding facilities and liquidity pressures, or leverage rises above 2.75x. "An upgrade is unlikely over the next 6-12 months. Over time, we could raise the rating if the company further reduces the risk in its portfolio, continues to reduce exposure to secured financing and margin call risk, and maintains sufficient liquidity." AULT GLOBAL: Ault & Company to Acquire 1M Common Shares ------------------------------------------------------- Ault & Company, Inc., a Delaware corporation and a stockholder of Ault Global Holdings, Inc., has agreed to acquire 1,000,000 shares of the Company's common stock at a price of $2.99 per share, or $0.05 higher than the closing price from Thursday, June 10, 2021. The transaction is subject to approval by the NYSE American. Milton "Todd" Ault, III, the Company's executive chairman, stated, "This purchase of common stock by Ault & Company demonstrates belief in the progress being achieved by the Company and its subsidiaries, the strength and value of the assets of Ault Global Holdings today, and the confidence in our ability to increase shareholder value." Ault & Company, Inc. is a private holding company controlled by Mr. Ault. About Ault Global Holdings, Inc. Ault Global Holdings, Inc. (fka DPW Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Global reported a net loss of $32.73 million for the year ended Dec. 31, 2020, compared to a net loss of $32.94 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $234.03 million in total assets, $57.56 million in total liabilities, and $176.47 million in total stockholders' equity. BERRY GLOBAL: Moody's Rates New Sr. Secured First Lien Notes 'Ba2' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to Berry Global Inc.'s (a wholly owned subsidiary of Berry Global Group Inc. ("Berry")) proposed senior secured first lien notes due 2027. Berry's existing ratings, including the Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating are unchanged. The outlook remains stable. Berry's SGL-2 Speculative Grade Liquidity Rating is also unchanged. The terms and conditions of the new notes are expected to be the same as the existing senior secured first lien notes. The proceeds from the new notes will be used to repay a portion of the existing senior secured first lien term loan due 2026 and pay fees and expenses. Moody's considers the transaction credit neutral. The Ba2 ratings on the first lien senior secured term loans and notes, one notch above the Ba3 CFR, reflect the instruments' subordination to the asset based revolver for the most liquid assets (accounts receivable and inventory) and the benefit of the loss absorption provided by a considerable amount of second lien debt. The Ba3 CFR reflects an expectation of continued high leverage through 2021 resulting from the debt financed acquisition of RPC Group PLC (RPC) in July 2019. Assignments: Issuer: Berry Global Group Inc. Senior Secured Regular Bond/Debenture, Assigned Ba2 (LGD3) The rating is subject to the receipt and review of the final documentation. RATINGS RATIONALE Moody's expects Berry to reduce leverage to 4.7 times by year-end 2021 driven primarily by debt reduction as the company continues to use free cash flow to pay down debt. Strengths in Berry's credit profile include its considerable scale (revenue), a concentration of sales in relatively stable end markets (food and healthcare), and strong free cash generation. Berry is the largest rated packaging manufacturer by revenue and has 75% of its customer business under long-term contracts with cost pass-through provisions (raises customer switching costs and protects against increases in volatile raw material costs). Governance risks are low given that Berry is a public company and nine of its ten board members are independent. Weaknesses in Berry's credit profile include high leverage, some exposure to more cyclical end markets and lengthy lags in contractual cost pass-through mechanisms with customers (leaving the company exposed to changes in volumes before increases in raw material prices can be passed through). Berry operates in the fragmented and competitive packaging industry which has many private, unrated competitors and strong price competition. The stable outlook reflects management's pledge to direct all free cash flow to debt reduction until metrics improve to pre-acquisition levels. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be upgraded if the company sustainably improves credit metrics within the context of a stable competitive environment while maintaining good liquidity. Specifically, the ratings could be upgraded if funds from operations to debt is above 15.5%, debt to EBITDA is below 4.25 times, and EBITDA to interest expense is above 5.25 times. The rating could be downgraded if Berry fails to improve credit metrics or there is any deterioration in liquidity or the competitive environment. Additional debt financed acquisitions or excessive acquisitions (regardless of financing) could also prompt a downgrade. Specifically, the ratings could be downgraded if funds from operations to debt is below 13%, debt to EBITDA is above 4.8 times, or EBITDA to interest expense is below 4.25 times. Based in Evansville, Indiana, Berry Global Group Inc. is a manufacturer of both rigid and flexible plastic packaging for food, beverage, health care, personal care, and industrial end markets. Berry generates approximately 51% of sales in North American, 40% in EMEA, 5% in Asia Pacific, and 4% in the rest of the world. Net sales for the twelve months ended April 3, 2021 totaled approximately $12.4 billion. The principal methodology used in this rating was Packaging Manufacturers: Metal, Glass and Plastic Containers Methodology published in September 2020. BIFM CA: Moody's Rates New $25MM First Lien Loan 'B2' ----------------------------------------------------- Moody's Investors Service assigned a B2 rating to BIFM CA Buyer Inc.'s ("BGIS") proposed $25 million 1st lien delayed draw term loan, downgraded the company's senior secured 1st lien credit facilities to B2 from B1 and affirmed the company's B3 corporate family rating and B3-PD probability of default rating. The outlook remains stable. The downgrade of BGIS's senior secured 1st lien debt rating to B2 reflects the reduced loss absorption capacity provided by the company's 2nd lien term loan (unrated) after the company upsized its 1st lien term loan by $220 million (to $720 million from $500 million), upsized its 1st lien revolving credit facility by $10 million (to $85 million from $75 million) and issued a $25 million 1st lien delayed draw term loan. BGIS intends to use most of the proceeds of the proposed $220 million 1st lien term loan upsize (about C$266 million) to fund a C$250 million dividend to the company's private equity sponsor, with the remaining amount funding an acquisition and paying transaction fees. Affirmations: Issuer: BIFM CA Buyer Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Downgrades: Issuer: BIFM CA Buyer Inc. Senior Secured 1st Lien Bank Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Assignments: Issuer: BIFM CA Buyer Inc. Gtd. Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: BIFM CA Buyer Inc. Outlook, Remains Stable RATINGS RATIONALE BGIS's B3 CFR is supported by: (1) good market position in the integrated facilities management business in Canada and Australia where the company generates most of its profit; 2) growing EBITDA, supported organically by the trend towards outsourcing facility management, leading to growth in several regions as well as inorganic growth as the company remains acquisitive; and 3) a good track record with its customers, which include a high number of blue chip and government customers on multiyear contracts, which also provides some revenue stability. The company's credit profile is challenged by: 1) small scale compared to its large international competitors; 2) geographic concentration risks, as customers in Canada and Australia generated around 90% of the company's EBITDA in 2020; 3) negative free cash flow in 2021 that will limit the company's ability to reduce financial leverage over the next 12-18 months; and 4) aggressive financial policies including debt-funded dividends and other shareholder-friendly policies. BGIS has good liquidity, with sources of around C$250 million to cover about C$20 million of negative free cash flow (excluding the debt funded dividend payment) and around C$9 million of mandatory term loan repayments over the next four quarters. Sources consist of cash of around C$175 million as of March 31, 2021 and around C$74 million available under the company's $85 million (equivalent to around C$107 million less around C$29 million in letters of credit) revolving credit facility due in 2024. BGIS's uses of cash include Moody's estimate of about C$20 million of cash burn in 2021 (primarily driven by net working capital outflows in the first half of 2021), and C$9 million in mandatory debt amortization payments. The revolving credit facility is subject to a springing net leverage covenant if revolver drawings exceed a certain threshold, which is not expected to be triggered over the near term (and Moody's expect that if triggered that the company would be in compliance with this covenant). The company has limited ability to generate liquidity from asset sales. BGIS has two classes of debt — 1st lien credit facilities consisting of a $85 million revolver due in 2024, a $25 million delayed draw term loan due in 2026 and $720 million in term loan due in 2026, all rated B2 — and an unrated C$195 million 2nd lien term loan due in 2027. The rating on the revolver and 1st lien term loans is one notch above the B3 CFR because of priority access to BGIS's Canadian and US assets, as well as the loss absorption cushion provided by the 2nd lien term loan. The rated debt at BGIS is supported by secured upstream guarantees from BGIS's Canadian and US operating subsidiaries (restricted subsidiaries) but no other BGIS operations (restricted non-guarantee subsidiaries, including BGIS Australia). Despite this, BGIS's parent owns those businesses and provides a guarantee of the rated debt that is secured by the stock of subsidiaries. As a private company, BGIS has less market transparency than its public peers, and is more likely to engage in shareholder-friendly activities, highlighted by the company's planned payment of a debt funded dividend to its private equity sponsors. The stable outlook reflects Moody's expectation that the company will record mid-single digit revenue growth and EBITDA expansion, which will enable leverage to decline modestly through the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A rating upgrade could be considered if the company sustains adjusted Debt/EBITDA below 6x (around 7x expected for 2021) and EBITA/Interest above 2x (around 3x expected in 2021). A rating downgrade could be considered if liquidity worsens, possibly due to negative free cash flow generation on a consistent basis, or if adjusted Debt/EBITDA is sustained above 8x (around 7x expected for 2021) and EBITA/Interest below 1x (around 3x expected in 2021). Debt funded dividend payments to its private owner could also lead to a downgrade. BIFM CA Buyer Inc. owns BGIS, a global provider of integrated facilities management (IFM) services headquartered in Markham, Ontario. BGIS provides facility management, project delivery, energy & sustainability services, asset management, workplace advisory and real estate services to public and private enterprises in North America, the UK and the Asia-Pacific region. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. BIOLASE INC: Stockholders Approve Four Proposals at Annual Meeting ------------------------------------------------------------------ Biolase, Inc. held its Annual Meeting of Stockholders at which the stockholders: (1) elected Richard B. Lanman, M.D., Jonathan T. Lord, M.D., Garret Sato, Elaine C. Wagner, M.D., John R. Beaver, Jess Roper, and Michael C. DiTolla D.D.S. as directors (2) approved, on an advisory basis, the compensation of the Company's named executive officers; (3) approved an amendment to the BIOLASE, Inc. 2018 Long-Term Incentive Plan, to increase the number of shares available under the 2018 Plan by an additional 24,700,000 shares; (4) did not approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of Company common stock; (5) did not approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 180 million shares to 235 million shares; and (6) ratified the appointment of BDO USA, LLC as the Company's independent registered public accounting firm for the year ending Dec. 31, 2021. About BIOLASE BIOLASE -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry, and medicine industries. BIOLASE's proprietary laser products incorporate approximately 271 patented and 40 patent-pending technologies designed to provide biologically and clinically superior performance with less pain and faster recovery times. Biolase reported a net loss of $16.83 million for the year ended Dec. 31, 2020, compared to a net loss of $17.85 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $63.48 million in total assets, $29.97 million in total liabilities, and $33.52 million in total stockholders' equity. BK4 LLC: Unsecured Creditors to Recover 100% in Sale-Based Plan --------------------------------------------------------------- BK4 LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement accompanying Chapter 11 Plan of Reorganization dated June 15, 2021. The Debtor is a real estate developer and the owner of certain residential real properties located at 2, 4 and 6 McGuinness Boulevard, Brooklyn, NY, respectively (collectively, the "Properties"). At the time of the Chapter 11 filing, the Debtor had already entered into three separate new contracts (collectively, the "Sale Contracts") to sell each of the Properties to third party buyers. The Properties are subject to a mortgage currently held by a note buyer known as 246 McGuiness Capital LLC (the "Current Lender"). The Current Lender is the assignee of Emerald Creek Capital 3, LLC (the "Initial Lender"), which issued a mortgage in 2019 in the principal amount of $4.5 million with a stated maturity in July 2020. The Debtor has filed the Plan to implement the sales through a confirmation process. The Plan fundamentally serves as the vehicle for distribution of the net sale proceeds to creditors. Although the Debtor acknowledges the principal debt owed to the Current Lender, it disputes various charges asserted by the Current Lender, including default interest and late fees. Fundamentally, under the Plan, the Debtor intends to complete the sales and turn the Properties into cash, pay the undisputed portion of the mortgage debt and other administrative expenses, priority and general unsecured claims, and then litigate with the Current Lender over the disputed default interest and late fees on a post confirmation and post-closing basis. Class 1 consists of the allowed secured claim of the Lender. The undisputed portion of the Lender's secured claim, consisting of principal and non-default rate interest shall be paid on a rolling basis at the respective Closings until such time as all undisputed amounts are paid in full but no later than the Full Consummation Date. At each of the Closings, the Lender shall execute and deliver a partial release or satisfaction of the Lender's mortgage, assignment of rents or any other collateral documents or instruments with respect to each of the Properties, even if the Lender's Claim is not paid in full. Class 2 is comprised of Allowed General Unsecured Claims against the Debtor arising prior to the Petition Date. Each holder of a Class 2 Allowed General Unsecured Claim shall be paid in an amount up to 100% of the holder's allowed General Unsecured Claim, and potentially with interest at the federal judgment rate promptly after the Full Consummation Date except for Disputed Claims. The Debtor currently projects that the Class 2 claims will total approximately $821,500, subject to the June 21, 2021 Bar Date and final reconciliation of claims. The amount of the final distribution will depend on final allowance of the Lender's claim. Class 3 is comprised of the Equity Interest in the Debtor. Tal August, as the Debtor's sole (100%) equity holder of the Debtor, shall retain his 100% membership interest in the Debtor and Reorganized Debtor. Mr. August shall also be entitled to receive any surplus proceeds remaining on deposit in the Confirmation Fund, after all allowed Claims and Administrative Expenses are paid in full. The Plan shall be implemented through the Closings under the respective Sale Contracts following entry of the Confirmation Order. The Debtor's counsel shall serve as Disbursing Agent, duly authorized to collect the respective sale proceeds and make distributions from the Confirmation Fund to the holders of allowed Claims and Administrative Expenses. A full-text copy of the Disclosure Statement dated June 15, 2021, is available at https://bit.ly/3gDhH5H from PacerMonitor.com at no charge. Attorneys for the Debtor: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein, LLP 1501 Broadway 22nd Floor New York, NY 10036 Tel: (212) 221-5700 E-mail: knash@gwfglaw.com About BK4 LLC Albertson, N.Y.-based BK4 LLC is the fee simple owner of three properties in Brooklyn with a total current value of $6.29 million. BK4 filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-70681) on April 12, 2021. Tal August, manager, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Alan S. Trust oversees the case. Goldberg Weprin Finkel Goldstein, LLP represents the Debtor as legal counsel. BROWNIE'S MARINE: BLU3 to Participate in Amazon Prime Day --------------------------------------------------------- Brownie's Marine Group, Inc.'s subsidiary, BLU3, Inc.'s products will be participating in Amazon Prime Day with a 20% discount on Nemo products. BLU3, Inc. has been shipping increased quantities of its Nemo product line to the Amazon warehouses to prepare for a potential spike in orders of Nemo on Amazon Prime Day, June 21-22, 2021. "Amazon revenues have shown consistent increases from our launch on the platform in November, 2020. We have expanded with Amazon into Europe and the UK, and will continue to look at the platform as a way to put more divers in the water with Nemo," stated Blake Carmichael, CEO, BLU3, Inc. "This will be our first Amazon Prime Day, and we are looking forward to the results. Amazon's marketing material indicates that stores on Amazon receive an average of 84% more visitors and brands that highlighted deals in their stores saw 646% higher store attributed sales than brands who did not advertise a special. We have our 20% off special ready to go, loaded the warehouses and are primed for the results." BLU3, Inc. has also provided its worldwide dealers with an opportunity to offer their customers with the same discount on June 21-22, 2021. Blake stated "our worldwide dealer base continues to grow, and we want to give them every opportunity for success with Nemo, and have them looking forward to the launch of Nomad in late August/early September." About Brownie's Marine Headquartered in Pompano Beach, Florida, Brownie's Marine Group, Inc., is the parent company to a family of innovative brands with a unique concentration in the industrial, and recreational diving industry. The Company, together with its subsidiaries, designs, tests, manufactures, and distributes recreational hookah diving, yacht-based scuba air compressors and nitrox generation systems, and scuba and water safety products in the United States and internationally. The Company has three subsidiaries: Trebor Industries, Inc., founded in 1981, dba as "Brownie's Third Lung"; BLU3, Inc.; and Brownie's High-Pressure Services, Inc., dba LW Americas. The Company is headquartered in Pompano Beach, Florida. Brownie's Marine reported a net loss of $1.35 million for the year ended Dec. 31, 2020, compared to a net loss of $1.42 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $2.28 million in total assets, $1.50 million in total liabilities, and $776,105 in total stockholders' equity. Boynton Beach, Florida-based Liggett & Webb, P.A., the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has experienced net losses and has an accumulated deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. CANYONS END: Gets OK to Hire Southwest Tax Solutions as Accountant ------------------------------------------------------------------ Canyons End, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Southwest Tax Solutions, LLC as its accountant. The Debtor needs the firm's assistance to prepare tax returns and provide other accounting services. The hourly rates charged by the firm range from $75 to $285. As disclosed in court filings, Southwest Tax Solutions does not represent interests adverse to the Debtor and its bankruptcy estate. Southwest Tax Solutions can be reached through: Steven G. Havertine Southwest Tax Solutions, LLC 3420 E Shea Blvd., Suite 200 Phoenix, AZ 85028 Phone: (602) 795-9168 Fax: (602) 795-3593 About Canyons End LLC Canyons End, LLC operates as the closest motel to the Grand Canyon Skywalk, Canyons End Motel. Canyons End sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 21-01469) on March 2, 2021. In the petition signed by Robert McDowell, sole member and manager, the Debtor disclosed up to $ 1 million in assets and up to $500,000 in liabilities. Guidant Law, PLC and Southwest Tax Solutions, LLC serve as the Debtor's legal counsel and accountant, respectively. CARBONYX INC: Unsecureds to Get $1,500 Per Month for 60 Months -------------------------------------------------------------- Evan L. Shaw and Sunshine Recycling, Inc., filed a Second Amended Disclosure Statement, explaining their Chapter 11 Plan for debtor Carbonyx, Inc. This Plan proposed that Sunshine Recycling, Inc., will become the new equity owner of the Debtor. The Reorganized Debtor will own and operate a new scrap metal recycling plant adjacent to the former premises of the Debtor in Oklahoma using some or all of the Debtor's machinery and equipment. This new scrap metal business will generate the revenue to fund the Plan. According to the Debtor, it owns Assets comprised primarily of machinery and equipment with an appraised value of $590,000.00. There is an argument that the landlord of the Debtor's prior leased premises seized the equipment as part of its taking of the leased premises, therefore there is a question regarding the value of this equipment. Further it would cost well ove5 $100K to remove the equipment and restore the leased premises. So assigning significant value to these assets is problematic for the reasons stated. The Plan proposes to treat claims and interests as follows: * Class 5 - Allowed Claims of Evan L. Shaw. Class 5 Claims shall be satisfied by the payment of $5,000.00 per month for 60 months (for a total of $300,000.00). Payments will commence on the first day of the first month following the Effective Date and continue on the first day of each month thereafter for 60 months. Class 5 is impaired. * Class 6 - Allowed Insider Claims of Frank Rango, C6 Ardmore Ventures, LLC, Bhavna Patel, River Partners 2021-CBX LLC, and Harmir Realty Co. L.P. Class 6 Claims shall be satisfied by the payment of $5,000.00 per month for 60 months (for a total of $300,000.00). Payments will commence on the first day of the first month following the Effective Date and continue on the first day of each month thereafter for 60 months. Class 6 is impaired. * Class 7 - Allowed General Unsecured Claims. Each of the Class 7 Claimants shall be paid pro-rata out of $1,500.00 per month for a period of 60 months. Payments shall commence on the first day of the first month following the Effective Date and continue on the first day of each month thereafter for 60 months. Class 7 is impaired. The Proponents believe the Plan is feasible because Sunshine is an experienced and successful operator of scrap metal plants and will lead its expertise to Carbornyx II and ensure Carbonyx II will receive at least $25,000.00 per month in revenue, which is more than adequate to fund the Plan payments. Attorneys for Evan L. Shaw and Sunshine Recycling, Inc: Joyce W. Lindauer Kerry S. Alleyne Guy H. Holman Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone:(972) 503-4033 Facsimile: (972) 503-4034 A copy of the Disclosure Statement is available at https://bit.ly/3wiAev0 from PacerMonitor.com. About Carbonyx Inc. Plano, Texas-based Carbonyx, Inc., filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 20-40494) on Feb. 18, 2020. In the petition signed by Hasmukh Patel, authorized agent, the Debtor was estimated to have up to $50,000 in assets and $10 million to $50 million in liabilities. Judge Brenda T. Rhoades oversees the case. Eric A. Liepins, P.C., serves as the Debtor's bankruptcy counsel. On Nov. 10, 2020, Linda Payne was appointed as Chapter 11 trustee in the Debtor's case. The Trustee is represented by the Law Offices of Bill F. Payne, PC. CARLA'S PASTA: Chubb Companies Say Plan Disclosures Inadequate -------------------------------------------------------------- ACE American Insurance Company, Westchester Surplus Lines Insurance Company, Federal Insurance Company, Pacific Indemnity Company, Vigilant Insurance Company, Great Northern Insurance Company, and each of their U.S.-based affiliates and successors (collectively, the "Chubb Companies"), submit this objection to the Disclosure Statement for the Carla's Pasta, Inc., and Suri Realty, LLC' Joint Chapter 11 Plan of Liquidation accompanying the Debtors' Joint Chapter 11 Plan of Liquidation, and in support of the Objection respectfully state as follows: The Chubb Companies object to the Disclosure Statement because it lacks adequate information that would enable creditors, including, but not limited to, the Chubb Companies and claimants under the Insurance Programs, to ascertain how their respective claims will be classified and treated or to make an informed decision about the Plan. It appears from the Disclosure Statement and Plan that the Debtors seek to obtain the benefits of the Insurance Programs. However, the Disclosure Statement and Plan do not adequately address the fact that in order to retain the benefits of the Insurance Programs, the Debtors or their successors, including the Liquidating Custodian as their post-Effective Date representative, must remain liable for the Debtors' Obligations under the Insurance Programs, regardless of whether such Obligations were incurred before or after the Petition Date. Counsel for the Chubb Companies: Elizabeth M. Lacombe, Bar No. ct28352 DUANE MORRIS LLP 100 Pearl Street, 13th Floor Hartford, CT 06103 Telephone: (215) 979-1577 Facsimile: (207) 470-1099 E-mail: emlacombe@duanemorris.com - and - Wendy M. Simkulak, Esquire Catherine B. Heitzenrater, Esquire George W. Fitting, Esquire 30 South 17th Street Philadelphia, PA 19103-4196 Telephone: (215) 979-1000 E-mail: wmsimkulak@duanemorris.com cheitzenrater@duanemorris.com gwfitting@duanemorris.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 Nut, meg Road, South Windsor, Conn. Carla's Pasta operates its business from an approximately the 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, 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. CARS.COM INC: S&P Upgrades ICR to 'B+', Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Chicago-based Cars.com Inc. to 'B+' from 'B'. At the same time, S&P raised its issue-level rating on the company's senior unsecured notes to 'B+' from 'B'. S&P said, "The stable outlook reflects our expectation that the company will exhibit steady revenue and EBITDA growth driven by the continued shift to digital solutions by dealerships. Our outlook also reflects our expectation that the company will prioritize organic and inorganic growth investments and maintain leverage in the high-3x to 5x area over the next 12 months." The upgrade reflects improvement in the company's S&P Global Ratings' adjusted gross leverage to 3.9x as of the 12 months ended March 2021, from 5.5x as of September 2020, driven by a combination of a $50 million voluntary debt paydown in the first quarter of 2021, and improving cost base following the completion of its transition to having a direct relationship with its dealer customers and avoiding significant costs relating to affiliate agreements with its prior owners. S&P said, "We expect steady operating performance underpinned by secular trend toward online solutions, offset somewhat by inventory constraints. We expect the company will continue to exhibit steady operating performance over the next 12 months benefiting from secular trends toward use of digital solutions by dealers as car shoppers increasingly spend more time researching, and in some cases, initiating their purchases online." Although the secular trend is somewhat offset by limited new- and used-car inventories. The ongoing chip shortage is constraining new car production reducing inventories and the need for original equipment manufacturers (OEMs) to spend on marketing and promotions. In addition, high demand for used cars with limited used-car inventory somewhat reduces the incentive for dealers to spend on marketing to identify new customers. Organic and inorganic growth will likely be key priority over the next 12 months.The company lost over 2,000 dealer customers during its two-year transition from affiliate to direct relationships with its dealer customers, which was completed in the fourth quarter of 2019. However, S&P considers growth in dealer customers and ARPD key to long-term growth and sustainability for Cars.com. The company has forged relationships with OEMs as preferred providers of services such as websites and digital advertising services, which should help increase its share of dealer customers over the next 12 to 24 months. In addition, its products such as Dealer Inspire and Fuel help the dealerships use digital marketing to reach customers with intent to shop, leveraging the trend toward online and digital shopping that has been accelerated following the COVID pandemic. S&P believes the company will look to leverage the secular trends and grow organically and inorganically via tuck-in acquisition of products and capabilities that help expand its dealer customer base and average revenue per dealer. S&P said, "We expect the company to maintain healthy leverage and cash flows for the rating and pursue opportunistic acquisitions.Cars.com's adjusted gross leverage was 3.9x as of the 12 months ended March 2021 and we expect leverage to decline modestly but remain in the mid- to high-3x area over the next two years. In addition, we expect the company to generate healthy free operating cash flow (FOCF) in the $100 million to $115 million range with FOCF/debt exceeding 15% over the next two years. We expect the company will opportunistically pursue tuck-in acquisitions funded by a combination of cash on its balance sheet and debt, which could increase leverage modestly but likely remain within our 3.75x to 5x expectations for the rating." Cars.com participates in a fragmented and competitive industry, exposed to the cyclical auto sales cycle.Cars.com faces significant competition in a fragmented industry with larger and better-capitalized players. The company generates more than 85% of its revenue from its Dealer segment which includes its marketplace and website platforms, which depend on subscription relationships with dealerships. About 15% of revenues come from its OEM and National segment which is exposed to economic cycles and include revenues from auto-adjacent companies. The company's annual subscription products generate a majority of its revenues and moderate some of the risk from cyclicality, although advertising spending by OEMs and dealerships is exposed to economic cycles and can cause revenues and EBITDA to be somewhat volatile through the economic cycle. S&P said, "The stable outlook reflects our expectation that the company will exhibit steady revenue and EBITDA growth driven by the continued shift to digital solutions by dealerships. Our outlook also reflects the expectation that the company will prioritize organic and inorganic growth investments and maintain leverage in the high-3x to 5x area over the next 12 months." S&P could raise the rating on Cars.com over the next 12 months if: -- The company continues to achieve healthy organic revenue and EBITDA growth; and, -- Leverage declines and remains below 3.75x on a sustained basis, including any impact to credit metrics from investments and acquisitions. S&P could lower the rating over the next 12 months if leverage rises above 5x likely due to: -- Dealer subscription losses and reduced website traffic stemming from a weakening economic environment or increased competition; or -- Lower-than-expected uptake of newer subscription products such as Dealer Inspire and Fuel; or -- Large debt-financed acquisitions, share repurchases, or dividends. CHESAPEAKE ENERGY: 3 Executives Resign After Chapter 11 Exit ------------------------------------------------------------ Simon Casey of Bloomberg News reports that Chesapeake Energy Corp. said three executives are leaving, marking the latest shakeup of the senior ranks at the Oklahoma oil and gas producer since it emerged from bankruptcy four months ago, February 2021. Executive Vice President of Exploration and Production Frank J. Patterson; Executive Vice President, General Counsel and Corporate Secretary James R. Webb; and Senior Vice President and Chief Accounting Officer William M. Buergler are departing the company Friday, Chesapeake said in a filing. Chesapeake was at the forefront of the shale-gas boom earlier this century, but racked up huge debts that ultimately led to its bankruptcy. About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NASDAQ: CHK) operations are focused on discovering and responsibly developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. CMC II: Committee Taps FTI as Financial Advisor ----------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of CMC II, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to hire FTI Consulting, Inc. as its financial advisor. The firm's services include: * Assistance in the review of financial-related disclosures required by the court; * Assistance in the preparation of analyses required to assess any proposed debtor-in-possession financing or use of cash collateral; * Assistance in the assessment and monitoring of the Debtors' short-term cash flow, liquidity, and operating results; * Assistance in the review of the Debtors' proposed key employee retention and other employee benefit programs; * Assistance in the review of the Debtors' analysis of core business assets and the potential disposition or liquidation of non-core assets; * Assistance in the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; * Assistance in the review of the Debtors' identification of potential cost savings; * Assistance in the review and monitoring of the asset sale process; * Assistance in review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; * Assistance in the review of the claims reconciliation and estimation process; * Assistance in the review of other financial information prepared by the Debtors, including but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which court approval is sought; * Attendance at meetings and assistance in discussions with the Debtors, potential investors, lenders, the U.S. trustee and other parties in interest; * Assistance in the review or preparation of information and analysis necessary for the confirmation of a Chapter 11 plan and related disclosure statement; * Assistance in the evaluation and analysis of avoidance actions; * Assistance in the prosecution of committee responses or objections to the Debtors' motions, attendance at depositions and provision of expert reports or testimony on case issues required by the committee; and * other general business consulting services. The firm's hourly rates are as follows: Senior Managing Directors $950 - $1,295 Directors/Senior Directors/Managing Directors $715 - $935 Consultants/Senior Consultants $385 - $680 Administrative/Paraprofessionals $155 - $290 Clifford Zucker, senior managing director at FTI, disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtors' estate. FTI can be reached through: Clifford Zucker FTI Consulting, Inc. Three Times Square, 9th Floor New York, NY 10036 Tel: +1 212 841 9355 Mobile: +1 908 295 4632 Email: cliff.zucker@fticonsulting.com About CMC II LLC CMC II, LLC, 207 Marshall Drive Operations, LLC and 803 Oak Street Operations LLC are part of a group of Consulate Health care corporate affiliates that manage and operate 140 skilled nursing facilities. CMC II provides management and support services to approximately 140 SNFs, each of which is operated by an affiliate under the common ownership of non-debtor LaVie Care Centers, LLC, doing business as Consulate Health Care. 207 Marshall operates Marshall Health and Rehabilitation Center, a 120-bed SNF located in Perry, Fla., while 803 Oak Street operates Governor's Creek Health and Rehabilitation, a 120-bed SNF located in Green Cove Springs, Fla. On March 1, 2021, CMC II, 207 Marshall, 803 Oak Street and three inactive affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10461). As of the bankruptcy filing, CMC II had between $100 million and $500 million in both assets and liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Chipman Brown Cicero & Cole, LLP as legal counsel and Alvarez & Marsal North America, LLC as restructuring advisor. Configure Partners and McDonald Hopkins, LLC jointly act as the Debtors' investment banker and litigation financing advisor, respectively. Stretto is the claims agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Porzio, Bromberg & Newman, P.C. and FTI Consulting, Inc. serve as the committee's legal counsel and financial advisor, respectively. CNG HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative ---------------------------------------------------------- Moody's Investors Service has affirmed CNG Holdings, Inc.'s B3 corporate family and senior secured ratings. In the same rating action, Moody's has revised the outlook to negative from stable. While the ratings affirmation reflects Moody's overall unchanged view of the company's standalone credit profile, the change in outlook to negative from stable reflects Moody's expectations for weaker profitability and leverage stemming from a decline in the company's loan portfolio due to lower levels of originations during the coronavirus pandemic outbreak. Affirmations: Issuer: CNG Holdings, Inc. Corporate Family Rating,Afirmed B3 Senior Secured Regular Bond/Debenture, Affirmed B3 Outlook Actions: Issuer: CNG Holdings, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE The affirmation of CNG's B3 corporate family rating reflects the historically strong profitability of CNG's core financial services business, modest capitalization and high regulatory risk in the underbanked US consumer lending sector. Additionally, the company's standalone credit profile benefits from the partial repayment of its senior secured notes, which reduces refinancing risk for the notes which mature in June 2024. The company has experienced a significant decrease in earning assets in the last year, driven by a decline in customer loan demand during the coronavirus pandemic , also as a result of generous government stimulus payments, as well as the wind down of the California, Ohio, Virginia, and Nebraska loan portfolios due to state regulatory restrictions. As of March 27, 2021, gross earning assets for the company declined to $263.9 million from $312.7 million as of year-end 2020, and $448.2 million a year earlier. CNG's originations in the first quarter of 2021 decreased to $111.4 million from $178.4 million in the fourth quarter of 2020, and from $234.6 million in the first quarter of 2020. The company's capitalization as measured by tangible common equity to tangible managed assets (TCE/TMA) improved modestly to 6.5% in the first quarter from 5.7% as of year-end 2020. However, Moody's expects capitalization to remain under pressure over the next 12-18 months driven by weaker profitability prospects. A decline in capital would weaken CNG's ability to absorb unexpected losses. Moody's has revised the outlook to negative from stable, reflecting its expectation that CNG's profitability will remain under pressure and leverage will increase over the next 12-18 months due to lower levels of originations and earning assets. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, a rating upgrade is unlikely over the next 12-18 months. The outlook could return to stable if CNG is able to significantly increase its level of originations and earning assets, such that Moody's believes the company is on a trajectory to improve its capital levels, as well as maintain at least a modest level of profitability, with annualized EBITDA above $75 million viewed positively. CNG's ratings could be downgraded if the company's profitability and leverage meaningfully deteriorate, such that tangible common equity over tangible management assets falls to and remains below -5.0%, if the company reports net losses, and Moody's assesses CNG will be unlikely to return to profitability in 2022, or if EBITDA remains very depressed. The ratings could also be downgraded in the event of adverse regulatory or legislative developments, which would have a significant adverse impact on the company's operations and ultimately profitability and capitalization. The principal methodology used in these ratings was Finance Companies Methodology pulished in November 2019. COMMUNITY REGIONAL: Case Summary & 4 Unsecured Creditors -------------------------------------------------------- Debtor: Community Regional Anesthesia Medical Group, Inc. 7370 N. Palm Ave., Suite 101 Fresno, CA 93711 Business Description: Community Regional Anesthesia Medical Group, Inc. provides anesthesia services for Community Medical Centers (CMC) at its three major hospitals, Community Regional Medical Center, Clovis Community Medical Center, and Fresno Heart and Surgical Hospital. Chapter 11 Petition Date: June 15, 2021 Court: United States Bankruptcy Court Eastern District of California Case No.: 21-11542 Judge: Hon. Rene Lastreto II Debtor's Counsel: Riley C. Walter, Esq. WANGER JONES HELSLEY 265 E. River Park Circle, Ste. 310 Fresno, CA 93720-1563 Tel: (559) 233-4800 Fax: (559) 435-9868 E-mail: rwalter@wjhattorneys.com Total Assets: $7,412,863 Total Liabilities: $8,891,012 The petition was signed by Carolyn Larsen, executive director. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SRS6EQQ/Community_Regional_Anesthesia__caebke-21-11542__0001.0.pdf?mcid=tGE4TAMA DAVIDZON MEDIA: Seeks to Hire Wisdom Professional as Accountant --------------------------------------------------------------- Davidzon Media, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Wisdom Professional Services Inc. to prepare their monthly operating reports. The firm will charge $400 per report for Davidzon Media and its affiliate, Bravo Price Corp., and $300 per report for Advanced Business Integration Network Corp. and Advance Business International Network, Corp. Michael Shtarkman, a certified public accountant at Wisdom Professional, 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: Michael Shtarkman, CPA Wisdom Professional Services Inc. 626 Sheepshead Bay Rd., Ste. 640 Brooklyn, NY 11224 Telephone: (718) 554-6672 Email: michael@shtarkmancpa.com About Davidzon Media Davidzon Media, Inc. and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 21-40308) on Feb. 8, 2021. Grigory Davidzon, president, signed the petitions. At the time of the filing, Davidzon Media disclosed total assets of up to $50,000 and total liabilities of up to $10 million. Judge Elizabeth S. Stong oversees the cases. The Law Offices of Alla Kachan, PC and Wisdom Professional Services Inc. serve as the Debtor's legal counsel and acocuntant, respectively. DIOCESE OF BUFFALO: Suit v. Jasinski May Proceed to Judgment ------------------------------------------------------------ The Appellate Division of the Supreme Court of New York, Fourth Department, vacated an order of the Supreme Court, Erie County (Deborah A. Chimes, J.), entered January 24, 2020, that stayed entry of judgment against Gerald Jasinski pending disposition of the action with respect to the remaining defendants. Jasinski is being sued pursuant to the Child Victims Act for sexual abuse he allegedly perpetrated in the late 1970s while serving as a priest at Blessed Mother Teresa of Calcutta Parish, formerly known as St. James Roman Catholic Church (Church), operated by Diocese of Buffalo, N.Y. The plaintiff asserted a cause of action against defendant for his alleged intentional conduct that constituted sexual offenses under Penal Law article 130. Plaintiff also asserted causes of action against the Church and the Diocese alleging that they knew or should have known of defendant's propensity to commit sexual abuse and that they were negligent and reckless in appointing, training, retaining, and supervising defendant. The Church defendants answered, but defendant, despite being personally served, failed to answer. Plaintiff thereafter moved pursuant to CPLR 3215 for a judgment determining that defendant was in default and directing a determination of damages against defendant. There was no opposition to plaintiff's motion. The state court determined that plaintiff had established his entitlement to a default judgment against defendant. The court further determined, however, that plaintiff's claims against defendant implicated the potential liability and damages against the Church defendants, which were still litigating those issues, and that an award of damages against defendant prior to resolution of those issues would be prejudicial to the Church defendants. The court thus granted plaintiff's motion insofar as it sought a determination that defendant was in default. The court, however, effectively denied that part of the motion seeking a determination of damages by staying entry of a default judgment, pursuant to CPLR 3215(d), until the conclusion of a trial or disposition of the matter with respect to the non-defaulting Church defendants, at which time damages would be determined. Plaintiff appealed from the ensuing order to that extent. The appellate division agrees with plaintiff that the lower court's decision to stay entry of judgment and defer the determination of damages against defendant until resolution of the matter with respect to the Church defendants constitutes an improvident exercise of its discretion. The appellate division says any prejudice to the Church defendants is relatively insignificant. "While plaintiff's damages arising from the intentional sexual abuse by defendant are certainly closely related to the claims of negligence and recklessness against the Church defendants, a determination of damages against defendant will not be given preclusive effect against the Church defendants inasmuch as they will not have had a full and fair opportunity to litigate that issue in the separate damages proceeding involving only defendant. . . . Instead, the Church defendants will be afforded a full and fair opportunity to contest both liability and damages for their own alleged negligence and recklessness, which, although related, is distinct from the intentional conduct for which defendant is liable in default," the appellate division says. The appellate case is, LG 2 Doe, Plaintiff-Appellant, v. Gerald Jasinski, Defendant-Respondent, The Diocese of Buffalo, N.Y., and Blessed Mother Teresa of Calcutta Parish, formerly known as St. James Roman Catholic Church, Defendants, 197 CA 20-00322 (N.Y. Sup.). A copy of the 2021 NY Slip Op 03689 dated June 11, 2021, is available at: https://www.leagle.com/decision/innyco20210614233 About The Diocese of Buffalo N.Y. The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics in eight counties in Western New York. The territory of the diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus, and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools, and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Honorable Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the diocese's counsel; Connors LLP and Lippes Mathias Wexler Friedman LLP are its special litigation counsel; and Phoenix Management Services, LLC is its financial advisor. Stretto is the claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 12, 2020. The committee is represented by Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese & Weishaar, PC. ELITE PHARMACEUTICALS: Swings to $5.1M Net Income in Fiscal 2021 ---------------------------------------------------------------- Elite Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net income attributable to common shareholders of $5.09 million on $25.38 million of total revenue for the year ended March 31, 2021, compared to a net loss attributable to common shareholders of $2.24 million on $17.99 million of total revenue for the year ended March 31, 2020. The increase in revenues was primarily attributed to revenues from generic immediate-release Adderall, generic extended-release Adderall, generic Dantrolene Capsules, and strong revenues relating to Isradipine sales capsules. Operating profits were $2.1 million, an increase of $4.3 million from the comparable period of the prior year, and net income was $5.1 million. As of March 31, 2021, the Company had $26.19 million in total assets, $10.04 million in total liabilities, and $16.15 million in total shareholders' equity. As of March 31, 2021, the Company had cash on hand of $3.2 million and accounts receivable to be collected within expected operating cycles of $3.5 million. The Company believes that such resources, combined with the working capital surplus of $6.4 million and the continuation of ongoing operations are sufficient to fund operations through the current operating cycle. For the year ended March 31, 2021, the Company had income from operations totaling $2.1 million, net other income totaling $2.0 million and a net income of $5.1 million. The Company's other income and net income (loss) available to common shareholders are significantly influenced by the fluctuations in the fair value of warrant derivatives with such fair value bearing a strong inverse correlation to the market share price of the Company's Common Stock. The Company's working capital (total current assets less total current liabilities) increased by $4.8 million from $1.6 million as of March 31, 2020 to $6.4 million as of March 31, 2021, with such increase being primarily related to the net income of $5.1 million and a net positive cash flow of $2.1 million achieved during the year ended March 31, 2021. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1053369/000121390021032329/f10k2021_elitepharma.htm About Elite Pharmaceuticals Elite Pharmaceuticals, Inc. -- http://www.elitepharma.com-- is a specialty pharmaceutical company which is developing a pipeline of niche generic products. Elite specializes in oral sustained and controlled release drug products which have high barriers to entry. Elite owns multiple generic products which have been licensed to Lannett Company, Glenmark Pharmaceuticals, Inc. and TAGI Pharma. Elite operates a cGMP and DEA registered facility for research, development, and manufacturing located in Northvale, NJ. * * * This concludes the Troubled Company Reporter's coverage of Elite Pharmaceuticals until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. ENTRUST ENERGY: Seeks to Hire Alvarez & Marsal as Financial Advisor ------------------------------------------------------------------- Entrust Energy, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Alvarez & Marsal North America, LLC as their financial advisor. The firm will render these services: (a) assist the Debtor in evaluating their current business plan and in the preparation of a revised operating plan and cash flow forecast, including presentation of such plan and forecast to the Debtor's responsible officers and its creditors; (b) assist the Debtor in identifying cost reduction and operations improvement opportunities; (c) assist the Debtor in the development and management of a 13-week cash flow forecast or such different time frame as the Debtor's legal counsel and responsible officers may direct; (d) assist the Debtor with financing issues, including the preparation of reports and liaison with creditors; (e) assist the Debtor in the preparation of filings necessary in connection with its bankruptcy case, including a plan of liquidation; (f) assist and support the Debtor's legal counsel with respect to the disposition of certain assets of the Debtor, including, without limitation, assistance with the evaluation and resolution of any potential claims the Debtor may have against Shell Energy North America, Inc. or other parties; (g) report to the responsible officers; and (h) such other activities approved by the Debtor's counsel and responsible officers. The firm's hourly rates are as follows: Managing Directors $925 - $1,200 per hour Directors $725 - $900 per hour Analysts/Associates $425 - $700 per hour As disclosed in court filings, Alvarez & Marsal is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ray Dombrowski Alvarez & Marsal North America, LLC 600 Madison Avenue, 8th Floor New York, NY 10022 Telephone: (212) 759-4433 Facsimile: (212) 759-5532 About Entrust Energy Houston, Texas-based Entrust Energy, Inc. generates, transmits and distributes electrical energy to homes and businesses. Entrust Energy and 14 of its affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Lead Case No. 21-31070) on March 30, 2021. At the time of the filing, Entrust Energy disclosed total assets of between $100 million and $500 million and total liabilities of between $50 million and $100 million. Judge Marvin Isgur oversees the cases. The Debtors tapped Baker & Hostetler, LLP and Alvarez & Marsal North America, LLC as their legal counsel and financial advisor, respectively. BMC Group, Inc. is the claims noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on April 28, 2021. McDermott Will & Emery, LLP and FTI Consulting, Inc. serve as the committee's legal counsel and financial advisor, respectively. EVERYTHING BLOCKCHAIN: To Acquire Mercury Inc. for $1.4 Million --------------------------------------------------------------- Everything Blockchain committed to the acquisition of Mercury, Inc. and a three-year employment agreement with Chris Carter, founder and chief executive officer of Mercury. Upon the completion of the Small Business Administration decision concerning the forgiveness of the Payroll Protection Plan filed by Mercury, Inc., in May 2021, Everything Blockchain will acquire 100% of the outstanding stock of Mercury, Inc., an Idaho company, for $1,415,000, which consisted of $65,000 in cash and 450,000 shares of common stock. As a condition to the acquisition, Everything Blockchain entered into an agreement with Mr. Carter. Under the terms of the employment agreement, Mr. Carter is to receive $60,000 per year base salary with bonus incentives that consist of cash bonuses based upon profitability of the business and stock incentives for each year of employment. About Everything Blockchain Headquartered in Fleming Island, Florida, Everything Blockchain, Inc. (fka OBITX, Inc.) is a developer, engineer, and consultant in the industry of blockchain technologies. OBITX reported net loss of $49.30 million for the year ended Jan. 31, 2021, compared to a net loss of $188,192 for the ear ended Jan. 31, 2020. As of Jan. 31, 2021, the Company had $1.71 million in total assets, $172,819 in total liabilities, and $1.54 million in total stockholders' equity. Tel Aviv, Israel-based Weinstein International CPA, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 13, 2021, citing that as of Jan. 31, 2021, the Company suffered losses from operations in all years since inception and has a nominal working capital deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. FLEETSTAR LLC: Mack & Volvo Win in Guaranty Suit ------------------------------------------------ Senior District Judge Ivan Lemelle in the Eastern District of Louisiana granted plaintiffs' Motion for Summary Judgment in the case, Mack Financial Services, et al., v. George L. Ackel III, et al., Section "B"(5), Civil Action No. 20-2814, C/W No. 21-669 (E.D. La.). The suit arises from a breach of guaranty claim wherein the defendants Fleetstar, LLC, George J. Ackel III, and Ackel Construction Company allegedly failed to make payments owed to Mack Financial Services and Volvo Financial Services, both divisions of VFS US LLC. According to Judge Lemelle, the undisputed facts clearly establish that the parties executed a valid guaranty agreement. By defaulting on the payments owed to Mack Financial, Fleetstar breached under the terms of the Master Agreement and triggered Ackel and Ackel Construction's liability for the unpaid aggregate amount of $845,915. Further, Ackel and Ackel Construction's failure to pay Mack Financial placed them in breach of Continuing Guaranty 001. "Thus, we find that no genuine issue of material fact exists as to the breach of guaranty claim related to the Mack Financial Contracts," Judge Lemelle said. As it pertains to the Volvo Financial Contract, the undisputed facts establish that the parties executed a valid guaranty agreement, Judge Lemelle continued. By defaulting on the payments owed to Volvo Financial, Fleetstar breached under the terms of the Volvo Financial Contract and triggered Ackel and Ackel Construction's liability for the unpaid aggregate amount of $349,013. Ackel and Ackel Construction's failure to pay Volvo Financial placed them in breach of Continuing Guaranty 002. "Therefore, no genuine issue of material fact exists as to the breach of guaranty claim related to the Volvo Financial Contract," the judge added. "Plaintiffs are entitled to the amounts owed for the default of Fleetstar as well as attorney's fees and costs," he said. A copy of the Court's June 9, 2021 Order and Reasons is available at: https://www.leagle.com/decision/infdco20210614756 About Fleetstar LLC Fleetstar LLC was a trucking company in Elmwood, La. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 19-10873) on April 2, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The case was assigned to Judge Elizabeth W. Magner. The Debtor hired Congeni Law Firm, LLC, as legal counsel, and Degan Blanchard & Nash, APLC, as special counsel. The case was converted to a Chapter 7 liquidation on March 16, 2020. GAIA INTERACTIVE: Seeks Approval to Hire PAI as Accountant ---------------------------------------------------------- Gaia Interactive, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire PAI Accountancy, LLP to prepare its 2020 federal and state income tax returns. The firm will receive a flat rate of $4,800 for its services. The amount does not include the $800 advanced to the Franchise Tax Board on the Debtor's behalf. Nai-Yu Pai, managing member of PAI, 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: Nai-Yu Pai, CPA Pai Accountancy LLP 1413 Grant Rd Mountain View, CA 94040 Phone: +1 650-965-8188 Fax: +1 650 965-8666 Email: info@paiaccountancy.com About Gaia Interactive Gaia Interactive, Inc. owns and operates online communities platform in Santa Clara, Calif. It conducts business under the names Gaia Online, Gaia Online LLC, Ravel Labs LLC and Unrave. Gaia Interactive filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 21-50660) on May 12, 2021. James Cao, chief executive officer, signed the petition. In the petition, the Debtor had $567,616 in total assets and $8,193,464 in total liabilities. Judge Stephen L. Johnson oversees the case. The Debtor tapped Binder & Malter, LLP as legal counsel, BPM, LLP as financial advisor and PAI Accountancy, LLP as accountant. GAINCO INC: Seeks to Hire Ruble Leadbetter as Accountant -------------------------------------------------------- Gainco, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Ruble, Leadbetter & Associates P.C. as its accountant. The firm's services include assistance in the preparation of state and federal tax returns and other accounting services. Ruble, Leadbetter & Associates will charge $175 per hour for its services. As disclosed in court filings, Ruble, Leadbetter & Associates is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Elizabeth Ruble Ruble, Leadbetter & Associates P.C. 4455 S. Padre Island Drive, Suite 15 Corpus Christi, TX 78411 Phone: 361-225-0220 Fax: 361-225-0267 Email: elizabeth@ruble-leadbetter.com About Gainco Inc. Portland, Texas-based Gainco, Inc. -- http://www.gaincoinc.com-- is a full service, environmental company founded in 2003. It provides expertise in spill response or clean up, industrial cleaning, drilling, and waste management services. Headquartered in Portland, Texas, Gainco also has offices in Harlingen and San Antonio, TX. Gainco sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 21-21122 on April 30, 2021. In the petition signed by Theresa Nix, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge David R. Jones oversees the case. The Law Offices of William B. Kingman, P.C. and Ruble, Leadbetter & Associates P.C. serve as the Debtor's legal counsel and accountant, respectively. GB SCIENCES: CFO Zach Swarts Gets Additional Role as Treasurer -------------------------------------------------------------- The board of directors of GB Sciences, Inc. elected Zach Swarts, current chief financial officer of the Company, to serve as treasurer effective June 8, 2021. Also effective June 8, 2021, the Board confirmed the appointment of Gary R. Henrie as the secretary of the Company. Mr. Henrie is an attorney licensed to practice law in the State of Utah since 1987 and in the State of Nevada since 2003. He was appointed an officer of the United State Supreme Court by the United States Supreme Court in June, 2014. Mr. Henrie has served as legal counsel to public companies for the past 32 years and has been securities counsel for the Company since 2014. About GB Sciences GB Sciences, Inc. seeks to be a biopharmaceutical research and cannabinoid-based drug development company whose goal is to create patented formulations for safe, standardized, cannabinoid therapies that target a variety of medical conditions in both the pharmaceutical and wellness markets. The Company is engaged in the research and development of cannabinoid medicines and plans to produce cannabinoid therapies for the wellness markets based on its portfolio of intellectual property. GB Sciences reported a net loss of $13.11 million for the year ended March 31, 2020, compared to a net loss of $24.68 million for the year ended ended March 31, 2019. As of Dec. 31, 2020, the Company had $10.25 million in total assets, $12.74 million in total liabilities, and a total stockholders' deficit of $2.50 million. Assurance Dimensions, in Margate, Florida, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Aug. 27, 2020, citing that the Company has suffered recurring losses. For the year ended March 31, 2020 the Company had a net loss, had net cash used in operating activities of $4,479,713, and had negative working capital of $3,884,877. These factors raise substantial doubt about its ability to continue as a going concern. GIOVANNI & SONS: Amended Disclosure Statement OK'd -------------------------------------------------- Judge Robert A. Mark approved the Amended Disclosure Statement of Giovanni & Sons High-Tech, Inc. on June 11, 2021. Judge Mark ruled that: * June 16, 2021 is fixed as the deadline to file objections to claims; * July 8, 2021 is fixed as the last day for filing (i) objections to the Plan, and (ii) ballots accepting or rejecting the Plan; * July 19, 2021 is fixed as the last day for filing proponent's report and confirmation affidavit. The hearing to consider confirmation of the Plan is scheduled for July 22, 2021 at 1:30 p.m. via Zoom video conference. A copy of the order is available for free at https://bit.ly/3wtXlCL from PacerMonitor.com. About Giovanni & Sons High-Tech Giovanni & Sons High-Tech, Inc., a Medley, Fla.-based contractor, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20484) on Sept. 28, 2020. At the time of the filing, the Debtor had total assets of $267,346 and total liabilities of $1,892,134. Judge Robert A. Mark oversees the case. The Law Offices of Richard R. Robles, P.A., is the Debtor's legal counsel. GIRARDI & KEESE: Erika Girardi's Lawyer Wants to Drop Her as Client ------------------------------------------------------------------- Law360 reports that "Real Housewives of Beverly Hills" star Erika Girardi's attorney wants to drop her as a client after a "fundamental and material breakdown in the relationship" between her and the firm, according to documents filed Tuesday, June 15, 2021, in her husband's bankruptcy cases. Peter Mastan of Dinsmore & Shohl LLP did not offer specifics about the breakdown, but he said in a written declaration that it caused "irreparable" damage and that the "relationship of trust and confidence necessary to the proper functioning of an attorney-client relationship has ceased to exist. The request threatens to shake up Erika Girardi's legal representation at a critical time. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com HENRY A. RODRIGUEZ: Case Summary & 13 Unsecured Creditors --------------------------------------------------------- Debtor: Henry A. Rodriguez-Martin DMD PA DBA The Dental Group 2609 W Oakland Park Blvd Fort Lauderdale, FL 33311-1355 Business Description: Henry A. Rodriguez-Martin DMD PA offers a comprehensive list of general, restorative and cosmetic dental services. Chapter 11 Petition Date: June 16, 2021 Court: United States Bankruptcy Court Southern District of Florida Case No.: 21-15849 Judge: Hon. Peter D. Russin Debtor's Counsel: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 330 N Andrews Ave Ste 450 Fort Lauderdale, FL 33301-1012 Tel: (954) 765-3166 Email: chad@cvhlawgroup.com Total Assets: $295,508 Total Liabilities: $1,463,528 The petition was signed by Henry Rodriguez-Martin, DMD, president. A copy of the Debtor's list of 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/T4OY2VI/Henry_A_Rodriguez-Martin_DMD_PA__flsbke-21-15849__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LAXKRCQ/Henry_A_Rodriguez-Martin_DMD_PA__flsbke-21-15849__0001.0.pdf?mcid=tGE4TAMA HERITAGE POWER: Moody's Lowers Sr. Secured Credit Facilities to B2 ------------------------------------------------------------------ Moody's Investors Service has downgraded the rating on Heritage Power, LLC's (Heritage or Project or Borrower) senior secured credit facilities to B2 from B1. The credit facilities are comprised of a $510.9 million term loan B due in 2026 (originally $520 million), a $45 million revolving credit facility due in 2024 and a $54 million letter of credit facility due in 2022. At the same time, the rating outlook is revised to negative from stable. RATINGS RATIONALE The rating action reflects somewhat weaker financial performance and credit metrics than originally expected, and Moody's belief that weaker than expected financial performance will continue on a prospective basis, particularly in light of the recent PJM capacity auction results. Heritage earns the majority of its revenues and cash flow from PJM capacity auctions, so the Borrower has concentrated exposure to the auction results. The rating action also factors in the Issuer's need to fully utilize the $20 million liquidity reserve by the first quarter of 2021 caused by higher major maintenance expenditures from an unexpected plant outage that occurred in 2020 and continued during first quarter 2021, as well as not realizing the expected energy margin from non-HRCO units, and from unhedged basis risk effecting the HRCOs that was heightened during the low natural gas and power price environment owing to COVID. The $20 million liquidity reserve, established at financial close to help top up cash flows and coverages during a period of lower known PJM capacity prices during 2020 and 2021, was anticipated to last until Q1 2022, but was fully utilized one year sooner, reducing the Project's liquidity and future financial cushion. The rating action also recognizes the recent outcome of the long-delayed PJM capacity auction. Heritage, which owns a 2,391 MW portfolio of 16 peaking and mid-merit generation facilities located across PJM, cleared all of its units during the recent auction covering the June 2022-May 2023 period. The Project has 74% of its plant capacity located in the MAAC (46% of capacity) and EMAAC (28%) pricing regions -- which had much higher prices than the rest of PJM (RTO) or ATSI, which makes up the remaining 26% of Heritage's plant capacity. However, these capacity auction results ($95.79/MW-day for MAAC and $97.86/MW-day for EMAAC vs. $50/MW-day for RTO and ATSI), were still well below the last auction prices for the 2021/22 capacity year and below Moody's original assumptions in Moody's base case. Of additional concern is the uncertainty around the outcome of the next auctions, which will be held at 6-month intervals until the 3-year forward cadence is re-established, as Moody's do not anticipate material market changes to occur over the next twelve months when two additional auctions are completed for the 2023-2024 and for the 2024-2025 periods. While Heritage's financial results for the rest of 2021 and the first five months of 2022 will be stronger than 2020's performance, and the impact of the most recent capacity auction will not impact Heritage's financial results until the second half of 2022 and the first part of 2023, the recent capacity auction results highlight the uncertainty and volatility associated with the PJM capacity auction, particularly given Heritage's high reliance on this revenue stream. Heritage's financial performance during 2020, which Moody's understood would be weak, ended up being largely in line with Moody's base case expectations. EBITDA after major maintenance for the full year ended 12/31/20 measured at approximately $50.8 million vs. Moody's expectations of $52.8 million under Moody's base case, with the difference between attributed to higher major maintenance from the aforementioned unscheduled outage and associated repairs at the Sayreville plant. As such, the financial metrics as calculated by Moody's (after major maintenance and changes in working capital and using cash interest) were moderately weaker than expected. For example, the debt service coverage ratio (DSCR) for 2020 was 1.08x (after factoring in usage of the liquidity reserve) compared to the Moody's base case of 1.10x for 2020 (also calculated after the liquidity reserve). For the LTM Q1 2021, the DSCR modestly improved to 1.12x, and Moody's believe, based upon Moody's review of the 2021 budget, the Project should show improving metrics for the rest of 2021, owing to higher known capacity prices for the 2021/22 capacity year. Moody's further notes that the Borrower's DSCR as calculated in the compliance certificate for LTM Q1 2021 was 1.11x, which came very close to tripping the financial covenant of 1.10x. Moody's also expect compliance coverage to improve during the course of the current year as the higher capacity prices for the 2021/22 capacity year kick in. Anticipated debt reduction has been slower than expected. For example, outstanding debt at year end 2020 was $512.2 million vs. $504.4 million in Moody's base case. Moody's understand that Heritage will sell excess property at the end of June 2021 for expected proceeds of $5.5 million, which must be used for debt reduction in the cash flow waterfall, but such sale does not fundamentally change Moody's view that overall debt reduction will fall short of Moody's expectations in future years owing to the lower capacity revenues. On a positive note, Heritage's currently benefits from revenue sources from two heat rate call options (HRCOs) hedging arrangements with Morgan Stanley Capital Group that provide for incremental fixed payments of about $67 million over a 28-month period starting in December 2019 and running through March 2022. Under the terms of the HRCOs, Morgan Stanley makes a mandatory payment to Heritage based on a $/kW-month option premium. In exchange, Morgan Stanley owns a Day Ahead HRCO that financially settles on exercised energy. The settlement payment is based on a formula that includes certain parameters, including heat rate, a specified gas reference, a gas adder, a VOM adder and other components that are meant to closely track the operating parameters of the plants. Together, the capacity and HRCO payments provide some predictability and stability to the Project's cash flows through March 2022. Furthermore, settlement payments under the HRCOs have helped to offset lower energy margins resulting from the lower power price environment. While the HRCOs have generally been additive to cash flow, there has been some leakage around the HRCOs due to basis risk that was heightened during the very low natural gas and power price environment owing to COVID. While this leakage is expected to continue in 2021, Heritage has entered into some basis swaps that should reduce the leakage. Moody's further understand that management is currently in negotiations with several counterparties about extending the HRCOs to 2024 and perhaps longer. While management is confident in their ability to execute an extension, the outcome, including the final terms, remain uncertain at this stage. If successfully extended, however, the HRCOs provide incremental contracted cash flows, which help to offset the capacity revenue declines in future years. From a liquidity perspective, Heritage has other forms of liquidity despite having fully drawn down the $20 million liquidity reserve. The Project has access to a $45 million revolving credit facility, available for working capital needs as well as the issuance of letters of credit, that matures in July 2024. Currently, there is about $10.8 million available under this facility. There is also a cash-funded, six-month debt service reserve of $26.5 million as well as about $9.7 million in unrestricted cash. Together, these available liquidity sources total about $47.0 million. Heritage is also required to fund a major maintenance reserve with $10 million starting in 2024 to meet major maintenance needs in the later years of the financing, but Heritage has the ability to fund this reserve sooner if necessary, with available cash. Heritage also has a $54 million letter of credit facility available for the issuance of Project-related L/Cs to meet certain PJM obligations. Currently, there are about $52.2 million in outstanding Project L/Cs, leaving about $1.8 million available. Moody's notes that the facility has a July 2022 expiry date, which is expected to be extended. Progress on this extension is of particular concern given the facility's importance in providing necessary letters of credit to support certain Project obligations. From an operating perspective, aside from the Sayreville outage, the plants have been running well, despite their age (some are more than 50 years old). Moody's notes that the plants have been well maintained, and many of the components have been replaced or refurbished over the years, including the coal to gas conversions on two of the most important plants -- Shawville and New Castle. The plants' average overall availability factor was 87.3% in 2020 and 85.5% in Q1 2021. Nevertheless, the age of the plants introduces the potential for operating risk down the road, especially if the Project fails to incur the level of major maintenance and capital expenditures needed to maintain performance for an older fleet. Factors that Moody's will be examining over the coming months will be whether Heritage can successfully execute on new HRCOs, the results of future capacity auctions in PJM, and the progress the Project makes in extending its $54 million letter of credit facility that expires in July 2022. Rating Outlook The negative outlook reflects the uncertainty relating to the outcome of future PJM capacity auctions, two of which will occur in the next twelve months, the power price volatility coming from the PJM wholesale market, and the narrower liquidity profile at Heritage. The outlook also recognizes the potential for increased refinancing risk given the age of the assets and issuer's reliance of capacity results for debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade In light of the downgrade and negative outlook, limited prospects exist for the rating to be upgraded. The outlook could stabilize if future PJM capacity prices improve and/or Heritage extends the HRCOs and/or Heritage is able to extend the expiry of the Project Letter of Credit Facility, and there is a recovery in power market fundamentals such that the credit metrics are solidly in the mid-B or higher range in the published Power Generation Projects Methodology, including a DSCR of 2.0x or above, the ratio of Debt to EBITDA of 6.0x or below, and the ratio of Project CFO to Debt at around 7.0%, all on a prospective and sustained basis. Factors that could lead to a downgrade The rating could be downgraded if Moody's do not see improvement in capacity prices in subsequent auctions or a recovery in power market fundamentals, and the Project is unable to take mitigating steps, such as an extension in the HRCOs or cost reductions such that Heritage appears unlikely to achieve key financial metrics, including a DSCR of at least 2.0x, Debt/EBITDA of 6.0x or less, and a ratio of Project CFO to Debt of at least 7.0%, all on a prospective and sustained basis. Moody's could also take further negative rating action if there is lower debt reduction through the excess cash flow sweep, operating issues that severely impact cash flows and metrics, or further tightening in liquidity. PROFILE Heritage is a wholesale power generation and marketing company owned by GenOn Holdings, LLC, which in turn is owned by Strategic Value Partner, LLC (SVP) and a group of other investors. SVP is a private equity firm with over $3.0 billion invested in the power sector. Heritage owns a 2,391 MW portfolio of 16 peaking and mid-merit generation facilities located in the PJM power market. The principal methodology used in these ratings was Power Generation Projects Methodology published in June 2021. IMERYS TALC: Opposes Johnson & Johnson Call for Plan Vote Info -------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that bankrupt Talc Miner Imerys balks at Johnson & Johnson's call for Chapter 11 plan vote information. Bankrupt talc miner Imerys Talc America Inc. pushed back against a call from its largest customer, Johnson & Johnson, for extra information about the voting process for Imerys' Chapter 11 plan. Imerys' letter to the court, filed Monday, comes in response to J&J's June 9, 2021 request for post-deadline discovery, which said the plan voting process was "fraught with errors, inconsistencies, and unexplained results." J&J faces potential asbestos injury liability related to talc used in its baby powder and other products. About Imerys Talc America Imerys Talc and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. INTERNATIONAL LAND: Appoints Frank Ingrande as President -------------------------------------------------------- The Board of Directors of International Land Alliance, Inc. has appointed Mr. Frank A. Ingrande as president of the Company. Mr. Ingrande is a native San Diego resident with over 30 years of experience in the second-home industry and more than 20 years in the second-home market in Mexico. He has direct experience in acquiring, developing, and marketing real estate in Mexico. Mr. Ingrande currently serves as president of Rancho Costa Verde Development, LLC, which he co-founded in 2008. He holds a BBA in Finance and an MBA with an emphasis in new venture management and international business from the University of San Diego. He also holds a California Real Estate Salesperson License. About Land International International Land Alliance, Inc. -- https://ila.company -- is an international land investment and development firm based in San Diego, California. The Company is focused on acquiring attractive raw land primarily in Northern Baja California, often within driving distance from Southern California. The Company's principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building lots, securing financing for the purchase of the lots, improving the properties' infrastructure and amenities, and selling the lots to homebuyers, retirees, investors and commercial developers. International Land reported a net loss of $2.67 million for the year ended Dec. 31, 2020, compared to a net loss of $1.59 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $2.64 million in total assets, $4.02 million in total liabilities, $293,500 in preferred stock series B, and a total stockholders' deficit of $1.66 million. Irvine, California-based Haskell & White LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 2, 2021, citing that the Company has experienced recurring losses from operations, has limited financial resources to repay its debt obligations, will require substantial new capital to execute its business plans, and the real estate industry in which it operates faces significant uncertainty due to the COVID-19 pandemic, which raise substantial doubt about its ability to continue as a going concern. INTERSTATE COMMODITIES: Court Approves Disclosure Statement ----------------------------------------------------------- Judge Robert E. Littlefield, Jr. approved the Disclosure Statement of Interstate Commodities Inc. Judge Littlefield ruled and directed that: * the Debtor must serve the Disclosure Statement order, the Disclosure Statement, the Plan, to holders of Claims in Class 3 (as well as a Ballot) no later than June 21, 2021; * Ballots, to be counted, must be actually received no later than 4 p.m. (Eastern Standard Time) on July 23, 2021; * Objections to confirmation of the Plan must be received by 4 p.m. (Eastern Standard Time) on July 28, 2021; * Replies to timely filed objections must be filed and served by 4 p.m. on August 2, 2021. The confirmation hearing is scheduled for August 4, 2021 at 10:30 a.m. A copy of the order is available for free at https://bit.ly/2TXK7je from PacerMonitor.com. About Interstate Commodities Interstate Commodities Inc., a Troy, N.Y.-based company engaged in the merchandise of commodities, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 20-11139 on Aug. 26, 2020. Michael G. Piazza, chief operating officer, signed the petition. At the time of the filing, the Debtor disclosed $12,558,336 in assets and $25,513,305 in liabilities. Judge Robert E. Littlefield Jr. oversees the case. Forchelli Deegan Terrana, LLP, and Tabner, Ryan & Keniry, LLP, serve as the Debtor's bankruptcy counsel and special counsel, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtor's case on Sept. 25, 2020. The committee is represented by Lemery Greisler, LLC. INVO BIOSCIENCE: Appoints Andrea Goren as Chief Financial Officer ----------------------------------------------------------------- INVO Bioscience, Inc. has appointed Andrea Goren as the Company's chief financial officer. Effective June 14, 2021, Debra Hoopes resigned as the Company's acting chief financial officer. Ms. Hoopes' resignation is not because of any disagreements with INVO Bioscience, Inc. on matters relating to its operations, policies and practices. In a career approaching 27 years, Mr. Goren has extensive experience in numerous financial functions, including service as a public company CFO, company director, capital raising activities as well as mergers and acquisition experience. Mr. Goren has served as managing director and CFO of Phoenix Group, a New York City-based private equity firm specializing in micro-cap and nano-cap public companies. He served as vice president of Shamrock Group, the Roy Disney family private investment firm in London; and was a director at New York City-based Madison Capital Group, a corporate advisory firm focused on U.S. / European Union cross border transactions. Mr. Goren holds a Bachelor of Arts degree from Connecticut College in New London, Connecticut, and an MBA from the Columbia Business School in New York City. Steve Shum, CEO of INVO Bioscience, said, "We are pleased to appoint a financial executive the caliber of Andrea Goren as chief financial officer of INVO Bioscience. Andrea has been serving INVO over the past year in a consulting capacity and thus is familiar with the operations of the company, including many within the finance function. As he takes over as our permanent CFO, he will continue to interface with our current outside CFO consulting firm to assure a seamless transition. His well-rounded skill set will benefit INVO as we continue to successfully execute on our strategic business plan, including the operational launch of our various company-owned INVO clinics set for the second half of this year." Andrea Goren commented, "I am pleased to be joining INVO Bioscience in a full-time capacity as the chief financial officer. Having consulted with the company over the past year, I am well aware of the opportunity ahead for us to disrupt the fertility market through our revolutionary INVOcell device. I look forward to working with Steve and the team to further advance our INVO clinic strategy, and further adoption of the solution across globe." The Company has agreed to pay Mr. Goren an annual salary of $215,000. In addition, Mr. Goren will also be eligible to earn bonus compensation of up to 50% of the base salary as determined by the board and based on performance milestones. In addition to his base salary and performance bonus, the Company granted Mr. Goren: (i) 5,000 shares of its common stock and (ii) a three-year option to purchase 72,500 shares of its common stock at an exercise price of $5.205 per share. These options and restricted stock will not commence vesting or be exercisable until the Company has sufficient shares available under its 2019 Stock Incentive Plan on Jan. 1, 2022 in accordance with the annual increase provisions contained in Section 4.2 thereunder, at which time 12,083 shares will vest and the remainder will vest monthly over a 3-year period. About INVO Bioscience Sarasota, Florida-based INVO Bioscience, Inc. -- http://invobioscience.com-- is a medical device company focused on creating simplified, lower-cost treatments for patients diagnosed with infertility. The Company's solution, the INVO Procedure, is a revolutionary in vivo method of vaginal incubation that offers patients a more natural and intimate experience. Its lead product, the INVOcell, is a patented medical device used in infertility treatment and is considered an Assisted Reproductive Technology (ART). Invo Bioscience reported a net loss of $8.35 million in 2020, a net loss of $2.16 million on $1.48 million in 2019, a net loss of $3.07 million in 2018, and a net loss of $702,163 in 2017. As of March 31, 2021, the Company had $10.19 million in total assets, $4.59 million in total liabilities, and $5.60 million in total stockholders' equity. IRONCLAD PERFORMANCE: Court Trims SEC Claims v. Ex-SVP Felton ------------------------------------------------------------- Senior District Judge A. Joe Fish in Dallas granted, in part, and denied, in part, Thomas J. Felton's motion to dismiss the First Amended Complaint in the lawsuit, Securities and Exchange Commission, Plaintiff, v. Thomas J. Felton, Defendant, Civil Action No. 3:20-CV-0822-G (N.D. Tex.). The suit arises out of Felton's alleged participation in a fraudulent scheme to artificially inflate Ironclad Performance Wear Corporation's revenues by more than $3.3 million. Ironclad was a Nevada corporation headquartered in Farmers Branch, Texas, that developed and manufactured high-performance, task-specific gloves and apparel for use in the construction, manufacturing, oil and gas, and automotive industries. The SEC alleges Felton carried out this scheme along with former defendants Jeffrey D. Cordes and William M. Aisenberg, who, including Felton, comprised Ironclad's senior management team. Cordes served as Ironclad's Chief Executive Officer; Aisenberg as Chief Financial Officer; and Felton as Senior Vice President of Supply Chain. In his role as Senior Vice President, Felton was responsible for Ironclad's daily operations, including tracking and maintaining information regarding Ironclad's inventory, managing Ironclad's inventory, managing the shipment of orders, customer service, and ensuring that sales transactions were completed. Cordes and Aisenberg consented to judgment against them, leaving Felton as the sole defendant in the case. The SEC brings eight claims against Felton, alleging violations of Section 10(b) of the Exchange Act (count I); aiding and abetting violations of Section 10(b) of the Exchange Act (count II); violations of sections 17(a)(1) and 17(a)(3) of the Securities Act (count III); aiding and abetting violations of sections 17(a)(1) and 17(a)(3) of the Securities Act (count IV); violations and aiding and abetting violations of section 13(a) of the Exchange Act (count V); violations of the books and records provisions of the Exchange Act and aiding and abetting violations of section 13(b)(2)(A) of the Exchange Act (count VI); misrepresentations and misconduct regarding the preparation of required reports under the Exchange Act (count VII); and circumventing or failing to implement internal controls under section 13(b)(5) of the Exchange Act (count VIII). According to Judge Fish, Felton's motion to dismiss is granted with respect to count VIII and denied as to all other counts. A copy of the Court's June 10, 2021 Memorandum Opinion and Order is available at: https://www.leagle.com/decision/infdco20210614840 About ICPW Liquidation Corporation Ironclad Performance Wear Corporation designed and manufactured branded performance work wear for a variety of construction, do-it-yourself, industrial, sporting goods and general services markets. Ironclad Performance Wear Corp, a California corporation, and Ironclad Performance Wear Corp, a Nevada corporation, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 17-12408 and 17-12409) on Sept. 8, 2017. The cases were jointly administered and assigned to Judge Martin R. Barash. In the petitions signed by CEO Geoffrey L. Greulich, Ironclad California estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. In its schedules, Ironclad Nevada disclosed $16.6 million in assets and $8.05 million in debt. Levene, Neale, Bender, Yoo & Brill L.L.P served as counsel to the Debtors. Skadden Arps Slate Meagher & Flom LLP, acted as special counsel. Craig-Hallum Capital Group LLC served as the Debtor's financial advisor. On Sept. 22, 2017, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. The Committee retained Brown Rudnick LLP as its legal counsel; and Province Inc. as financial advisor. An Official Committee of Equity Security Holders was also established in the case. The equity panel retained Dentons US LLP as counsel. On Nov. 14, 2017, the Debtors entered into an Asset Purchase Agreement with Brighton-Best International, Inc. (BBI) pursuant to which BBI purchased from the Debtors substantially all of their assets for (1) an aggregate amount of $25,250,000 and (2) the assumption of certain of the Debtors' liabilities. Following the sale, Ironclad Performance changed its name to ICPW Liquidation Corporation. IT'SUGAR FL I: To Emerge from Chapter 11 Bankruptcy Protection -------------------------------------------------------------- Matthew Arrojas of South Florida Business Journal reports that Candy retailer It'Sugar is slated to emerge from bankruptcy after nearly nine months of court proceedings. The Deerfield Beach-based chain is expected to finalize its Chapter 11 reorganization process by the end of July 2021, according to a statement from the company. When it does so, Fort Lauderdale-based BBX Capital will reacquire control of It'Sugar. The retailer had become its own entity when BBX restructured last 2020. It'Sugar filed for Chapter 11 bankruptcy protection in September 2020. At the time, BBX Capital said the Covid-19 pandemic was to blame for It'Sugar's financial struggles. BBX Capital President Jarett Levan said tourism historically accounted for 60% of It'Sugar's annual sales and, at that point in the pandemic, travel was still at historic lows nationwide. On June 11, 2021, the U.S. Bankruptcy Court for the Southern District of Florida announced its intention to confirm It'Sugar's reorganization plan, according to the company. The confirmation order is expected to become final within a week, which will allow It'Sugar to officially emerge from bankruptcy proceedings after 30 days. As part of the reorganization plan, It'Sugar agreed to the following: Creditors with "allowed construction" or "mechanic's lien" claims, which are tied to construction or services conducted for the company, will be repaid in full in cash. Those with an allowed general unsecured claim, meaning they have no priority and are not backed by a security interest, will receive a one-time payment equal to 15% of what they're owed by It'Sugar. Other unsecured claims won't be paid. According to court documents, the majority of It'Sugar's creditors at the time of the bankruptcy filing were landlords across the U.S. Near the start of the pandemic, the company stated it would not be making rent payments to landlords and closed all locations. By the time It'Sugar filed for Chapter 11, the company had received notices of default from landlords for 49 locations. It had just over 100 stores before the pandemic. A spokesperson for the company could not immediately specify how many locations are still open. The reorganization plan will be funded through It'Sugar's cash on hand, as well as a secured exit credit facility of up to $13 million. About 99% of ballots cast by creditors were in favor of the reorganization plan, according to a statement from BBX Capital. Miami-based Meland Budwick, P.A. served as legal counsel to It'Sugar during the bankruptcy proceedings. Miami-based Stearns Weaver Miller Weissler Alhadeff & Sitterson served as legal counsel to BBX Capital. Atlanta-based Algon Group, led by President Troy Taylor, provided restructuring advisory services to It'Sugar. About It'Sugar FL I It'Sugar FL I LLC -- https://itsugar.com -- is a specialty candy retailer with 100 locations across the United States and abroad, whose products include bulk candy, candy in giant packaging, and licensed and novelty items. It'Sugar sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20259) on Sept. 22, 2020. The Debtor has up to $50,000 in assets and liabilities. Judge Robert A. Mark oversees the case. Michael S. Budwick, Esq., at Meland Budwick, P.A., serves as the Debtor's legal counsel and Daszkal Bolton, LLP as the Debtor's accountant. On Oct. 20, 2020, the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee has tapped Pachulski Stang Ziehl & Jones, LLP, and Fox Rothschild, LLP as its legal counsel. The Law Firm of Kopelowitz Ostrow, P.A., is serving as special counsel. KG WINDDOWN: Court Approves Structured Case Dismissal ----------------------------------------------------- Andrew Kelly of Reuters reports that in the cases of KG Winddown, LLC, et al., the US Bankruptcy Court for the Southern District of New York approved the debtors' structured dismissals of joint Chapter 11 cases. The court overruled the US Trustee and found that the debtors' proposal did not violate the absolute priority rule and otherwise complied with the applicable provisions of the Bankruptcy Code. On June 9, 2021, the US Bankruptcy Court for the Southern District of New York ruled that the debtors' proposed structured dismissals were the best choice under section 1112(b)(4) after a section 363 sale and where the debtors were administratively insolvent (In re KG Winddown, LLC, 2021 WL 2350839 (Bankr. S.D.N.Y. June 9, 2021)). Debtor K.G. IM, LLC and 14 affiliates filed Chapter 11 petitions in July 2020. The debtors owned seven Il Mulino restaurants in various locations. After a sale of substantially all assets to several entities, collectively known as BSP, in December 2020, debtors filed a motion to dismiss the Chapter 11 cases, requesting approval of structured dismissals. The purchase price consisted of: * A credit bid in an amount equal to the sum of: -- $2,000,000 consisting of a portion of the outstanding liabilities under the DIP facility as of the closing date; and -- $16,000,000 consisting of a portion of the liabilities arising under the IL Mulino prepetition credit documents. * A $100,000 cash payment reserved for distribution to holders of allowed general unsecured claims. About K.G. IM, LLC K.G. IM, LLC, based in New York, NY, and its affiliates, including IL Mulino USA, LLC, operate a chain of restaurants that focuses on Italian cuisine. K.G. IM, LLC and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-11723) on July 29, 2020. The petitions were signed by Gerald Katzoff, manager. At the time of the filing, K.G. IM, LLC was estimated to have $50 million to $100 in assets and $10 million to $50 million in liabilities. The Hon. Martin Glenn presides over the cases. The Debtors tapped Alston & Bird LLP as bankruptcy counsel; Davis & Gilbert LLP as special counsel; Traxi, LLC as financial advisors; and Configure Partners, LLC as investment banker. The Court on December 22, 2020, approved the sale of substantially all of the Debtors' assets to BSP Agency, LLC, Providence Debt Fund III L.P., Benefit Street Partners SMA-C L.P., Benefit Street Partners SMA LM L.P., Providence Debt Fund III Master (Non-US) Fund L.P., and Benefit Street Partners SMA-C SPV L.P. BSP is the Debtors' prepetition secured lender and DIP lender. The purchase price consisted of: (a) a credit bid in an amount equal to the sum of (i) $2,000,000 consisting of a portion of the outstanding liabilities under the DIP Facility as of the Closing Date; and (ii) $16,000,000 consisting of a portion of the Liabilities arising under the IL Mulino Prepetition Credit Documents; (b) a $100,000 cash payment reserved for distribution to holders of allowed general unsecured claims; (c) a payment or other satisfaction of all Cure Amounts in cash; and (d) the assumption of Assumed Liabilities under the Stalking Horse APA by the Stalking Horse Purchaser. The Buyers are represented in the case by Goodwin Procter's Michael H. Goldstein, Esq., and Howard S. Steel, Esq. KINGSLEY CLINIC: Affiliate Seeks Cash Collateral Access ------------------------------------------------------- The Kingsley Clinic, PLLC and The Lilly Project, Inc. ask the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, for entry of an order approving, among other things, Lilly's use of Cash Collateral and to provide adequate protection. Lilly seeks to use the alleged Cash Collateral of the Small Business Administration and the Bank of Luxemburg for working capital to fund the operation of its business. The Debtors are both owned and operated by James Kingsley, M.D. Prior to the Petition Date, Pinnacle Bank, as lender, and Lilly, as borrower, entered into, among other documents and agreements, that Promissory Note/Security Agreement/Personal Guaranty dated January 29, 2020. The Promissory Note is allegedly secured by all of Lilly's accounts receivables, inventory, instruments, equipment, intangibles, accounts, chattel paper, good will, specific property and all property of Lilly. Luxemburg purchased the debt from Pinnacle sometime after the Promissory Note was signed. As of the Petition Date, Lilly allegedly owes Luxemburg $36,018 on behalf of the Promissory Note. Luxemburg filed a UCC-1 Financing Statement against Lilly regarding Luxemburg's Pre-Petition Collateral. As a result, Lilly alleges that pursuant to the Promissory Note, it has a first priority lien on all of assets of Lilly, including Lilly's cash. The SBA, as lender, and Lilly, as borrower, entered into a Note (Secured Disaster Loans) dated May 27, 2020. In connection with the Note, the parties executed the Security Agreement. Pursuant to the Security Agreement, the SBA is allegedly secured by all of Lilly's tangible and intangible personal property. As of the Petition Date, Lilly owes the SBA $127,500. The SBA filed a UCC1 Financing Statement against Lilly in connection with the SBA's Pre-Petition Collateral. As a result, the SBA alleges that pursuant to the Note and Security Agreement, it has a lien on all of Lilly's assets including Lilly's cash. As adequate protection for any diminution in value incurred by the SBA and Luxemburg through Lilly's use of Cash Collateral, Lilly will (i) maintain the value of its business as a going concern, (ii) provide to the SBA and Luxemburg replacement liens on now owned and after acquired cash derived from the SBA's and Luxemburg's Collateral, and (iii) provide superpriority administrative claims to the SBA and Luxemburg equal to any diminution in value of the SBA's and Luxemburg's Collateral. A copy of the motion is available for free at https://bit.ly/2RZJm8R from PacerMonitor.com. About The Kingsley Clinic, PLLC The Kingsley Clinic, PLLC is a virtual, urgent care clinic with three doctors that welcomes pediatric, adult and geriatric patients. Their board-certified doctors see and treat patients with both new symptoms and chronic medical conditions. They also refill medication prescriptions. The Lilly Project, Inc. is a software platform for urgent care centers that acts as a clinical assistant. On June 12, 2021, the Debtors each commenced a case by filing a petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-31100). In the petition signed by James Kingsley, M.D., founder and chief executive officer, the Debtors disclosed up to $50,000 in assets and up to $500,000 in liabilities. Brandon J. Tittle and Matthew E. Furse at Glast Phillips & Murray, P.C. represent the Debtors as counsel. KOSSOFF PLLC: Prince Seeks Default Win on Missed June Deadline -------------------------------------------------------------- Law360 reports that a Manhattan real estate company is seeking a quick win to recover $525,000 in missing escrow funds from attorney Mitchell Kossoff, after the beleaguered lawyer missed a June 2021 filing deadline in state court. Prince Street Holdings LLC filed a motion for default judgment Monday, June 14, 2021, in a case brought by several former Kossoff PLLC clients who claim to be missing about $5 million. They say their funds were in trust with Kossoff PLLC when the real estate law firm suddenly collapsed in April 2021, a timeline that corresponds with Kossoff's apparent disappearance. About Kossoff PLLC Kossoff PLLC is a real estate law firm based in New York City. It operated as a law firm with offices located at 217 Broadway in New York City. The firm held itself out as a law firm that provided full-service real estate legal services specializing in litigation and transactional matters, including leasing, sale and acquisition of real property, commercial landlord tenant matters, real estate litigation, and city, state and federal agency regulatory matters Mitchell H. Kossoff, the firm's founder and only known managing member, is alleged to have failed to and/or refused to return millions of dollars of client funds when requested by clients. Since on or about April 1, 2021, Kossoff's whereabouts have been unknown, and Kossoffhas ceased all communications with the Debtor's clients and with the attorneys and staff who were employed by the Debtor. Kossoff PLLC is subject to an involuntary petition for Chapter 7 bankruptcy (Bankr. S.D.N.Y. Case No. 21-10699) by creditors on April 13, 2021. The case is handled by Honorable Judge David S Jones. Gran Sabana Corp NV, Louis & Jeanmarie Giordano, and other former clients of the Debtor signed the involuntary petition. Carter Ledyard & Milburn LLP, led by Aaron R. Cahn, represents the petitioners. Veteran restructuring lawyer Albert Togut of Togut, Segal & Segal LLP, was named as Chapter 7 Trustee. He tapped his own firm as counsel in the case. LIGHTSTONE GENERATION: Moody's Cuts Secured Credit Facilities to B2 ------------------------------------------------------------------- Moody's Investors Service has downgraded the rating on Lightstone Generation LLC's ("Lightstone" or "Project") senior secured credit facilities to B2 from B1. The credit facilities are comprised of a term loan B due in January 2024 (approx. $1,736 million outstanding as of 3/31/21), a term loan C for cash collateralized letters of credit also due in January 2024 (approx. $97.9 million outstanding as of 3/31/21), and a revolving credit facility due in January 2022, which was sized to $5.625 million effective May 28, 2021, as part of an amendment and extension of Lightstone's revolver, and remains in place until the current expiry date in January 2022. Concurrent with this rating action, Moody's assigned a B2 senior secured rating to a $69.375 million revolving credit facility due in July 2023, established as part of Lightstone's amendment and extension of its revolving credit facility. The rating outlook remains negative. RATINGS RATIONALE The rating action reflects the Project's continued weaker than expected financial performance through the full year of 2020 and the expectation that Lightstone will continue to underperform original expectations, particularly in light of the recent PJM capacity auction results. Although Moody's have recently seen some improvement in power market fundamentals due to a pick-up in demand and higher generation post-COVID, which will aid Lightstone's energy margins, the Project's financial results continue to be below expectations for the rating, resulting in much lower debt repayment than originally anticipated. The rating action also reflects the recent outcome of the long-delayed PJM capacity auction, which saw a sharp decline in capacity prices, adding to Lightstone's challenges and contributing to Moody's expectations of continued financial underperformance in future years. All of the Lightstone plants are located in the RTO pricing region of the PJM Interconnection, which priced at $50/MW-day for the 2022/23 capacity year, well below the last capacity price of $140/MW-day for the 2021/22 capacity year and below Moody's expectations. Lightstone will not feel the financial impact of these auction results until the June 2022-May 2023 timeframe and will benefit this year and the first five months of 2022 from the much higher realized capacity price of $140/MW-day. The recent capacity auction results will lower revenues and cash flows during the June 2022-May 2023 timeframe impacting the potential for debt reduction during that period. Lightstone's EBITDA for the full year ended 12/31/2020 measured approximately $226.0 million, which was well below fiscal year 2019 results of $361.9 million owing to a decline in PJM RTO capacity revenue earned on a year-over-year basis as well as lower energy margins caused by weakened demand and low natural gas prices from COVID-19, which together substantially lowered the capacity factor at Lightstone's coal-fired Gavin plant for most of the year, impacting energy revenues. Moody's note that Lightstone hedges some of its energy margins by selling spark spreads (i.e., selling power forward and buying corresponding forward gas), which helps to lower energy margin volatility; however, Lightstone's financial performance is greatly dependent upon energy sales from the Gavin coal plant, and so a lower capacity factor for most of the year has contributed to the Project's underperformance. As such, all of Lightstone's key cash flow metrics, which Moody's calculates after maintenance and capital expenditures and changes in working capital, were understandably lower than expected. For example, by Moody's calculations, the debt service coverage ratio (DSCR) for fiscal year 2020 measured 1.66x vs. Moody's 2020 forecast of 2.28x; the ratio of Project Cash Flow from Operations (CFO) to Debt for the year was 4.2% vs. 11.5% in the Moody's case; and the ratio of Debt to EBITDA was 7.85x vs. 4.59x in the Moody's case. All these metrics score in the low to mid-B range in Moody's published Power Generation Projects Methodology. Lightstone experienced some improvement in these metrics for the twelve months ended Q1 2021, and Lightstone's budget for the full year 2021 indicates higher EBITDA and further improvements in these credit metrics, owing to increased cleared capacity prices in the second half of 2021, to energy margins strengthening on higher demand and to the Gavin plant lately achieving a higher capacity factor. Additionally, a significant amount of 2021 energy margin has been hedged, thus de-risking Lightstone's 2021 EBITDA. For example, Moody's calculate DSCR for LTM 3/31/21 of 1.90x and CFO to Debt of 5.7%. Moody's notes that some of the improvement is also due to a positive change in working capital as coal fuel inventory that was acquired in 2019 and 2020 at low prices has reduced over time (the coal-fired Gavin plant has lately been running more), changing from a use of cash to a source of cash as the coal inventory has declined. This trend should continue during 2021. The Project's financial underperformance also raises refinancing risk at Lightstone as the term loan balance of about $1.736 billion at 3/31/21 is about $100 million higher than Moody's original base case, owing to less excess cash flow generation. This risk, in Moody's view, has increased owing in part to the impact that the most recent auction will have on future debt reduction and Moody's sobering view that the December 2021 auction, while likely to be stronger than the May 2021 result, is not likely to bounce back to levels experienced in the auction for the 2021 - 2022 period, resulting in a 24-month period where RTO capacity results have underperformed. These considerations factor into the rating action and continued negative outlook. On a positive note, Lightstone management was able to successfully negotiate with its lenders an extension in the revolving credit facility to July 31, 2023, maintaining access to an important source of liquidity for the Project. Moody's notes that the revolving credit facility is not currently being utilized. On May 28, 2021, Lightstone entered into an amendment to the Lightstone Credit Agreement, which extended the maturity of the revolving credit facility in exchange for a reduction in the commitment amount. The new commitment amount was split into two tranches. A new $69.375 million Revolving Extended Tranche Credit Commitment was extended to July 31, 2023 (from the original maturity date of January 30, 2022), while a second tranche, a $5.625 million Revolving Non-Extended Tranche Credit Commitment, expires on January 30, 2022 (unchanged from the original maturity date). Overall, the amendment has the effect of reducing commitments under the revolver from $100 million to $75 million ($69.375 million plus $5.625 million) effective May 28, 2021, with a further reduction to $69.375 million on January 30, 2022, but which has a new maturity date of July 23, 2023. According to management, the reduced bank commitment provides sufficient liquidity on a going forward basis based upon historical levels of usage under the revolving credit facility. Overall, Lightstone still benefits from a relatively strong liquidity profile, which currently stands at about $152.1 million, composed of $75 million under the revolver (all of which is currently available), plus $52.1 million in the required 6-month debt service reserve (DSR), which is covered by the $100 million term loan C facility, plus $25 million in unrestricted cash. This liquidity will help Lightstone manage their business during a period of lower capacity prices over the next couple of years. Lightstone also enjoys the benefits of a diversified portfolio that includes the large Gavin coal-fired plant combined with three natural-gas fired plants and the natural hedge that follows, as well as the portfolio's strong operating performance and continuing maintenance program. Rating Outlook The continued negative outlook considers the expectation of weaker than expected financial performance, despite the boost from higher capacity revenue during 2021 and the first half of 2022. The negative outlook also reflects the uncertainty relating to the outcome of future PJM capacity auctions as well as challenges that Lightstone faces from the PJM wholesale market. To the extent Lightstone continues to underperform or falls further behind on debt reduction, further rating action could follow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade In light of the downgrade and continuing negative outlook, limited prospects exist for the rating to be upgraded. The outlook could stabilize if there is a recovery in power market fundamentals and if future PJM capacity prices greatly improve resulting in metrics solidly in the mid-B or higher range in the Methodology scorecard, including the ratio of Project CFO to Debt of around 7.0%, the ratio of Debt to EBITDA of 6.0x or below, and a DSCR of at least 2.0x, all on a prospective and sustained basis. Factors that could lead to a downgrade The rating could be downgraded if Moody's do not see an improvement in power market fundamentals to include Gavin running at a consistently higher capacity factor or if capacity prices in subsequent auctions do not bounce back to levels that approximate the 2021-2022 auction results, causing the Project to continue to underperform such that Lightstone appears unlikely to achieve key financial metrics, including Project CFO to Debt of at least 7.0%, Debt/EBITDA of 6.0x or below, and a DSCR of at least 2.0x. Moody's could also take further negative rating action if there continues to be lower debt reduction through the excess cash flow sweep or if there are operating issues that severely impact cash flows and metrics. PROFILE Lightstone is a joint venture owned by affiliates of Blackstone Group LP (50%) (Blackstone) and ArcLight Capital Partners LLC (50%) (ArcLight) (together the "Sponsors") and consists of a 5.3 GW portfolio of four generation facilities located in the PJM Interconnection market. The largest of the four plants is Gavin, a 2,721 MW supercritical, pulverized coal-fired generating station located in Ohio. The other three plants are natural gas-fired: the 1,211 MW Lawrenceburg combined-cycle facility in Indiana; the 894 MW Waterford combined-cycle facility in Ohio; and the 484 MW Darby peaking plant also in Ohio. All four facilities are located in the AEP-Dayton zone and bid as a Capacity Performance product into the forward PJM capacity auction. The principal methodology used in these ratings was Power Generation Projects Methodology published in June 2021. MALLINCKRODT PLC: Says Plan Disclosures Provide Adequate Info ------------------------------------------------------------- Law360 reports that drugmaker Mallinckrodt PLC Monday, June 14, 2021, defended the disclosure statement for its proposed Chapter 11 plan, telling a Delaware bankruptcy judge that it has provided creditors with all the information they need to vote on the plan. In an omnibus reply to the objections to its plan disclosure statement Mallinckrodt said it has addressed all of the valid arguments by the "parochial interests" that had objected to the statement and that the time had come to put the plan out for a vote. "Confirmation and emergence cannot come soon enough for those suffering from the opioid abuse epidemic," it said. About Mallinckdrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MELLO MORTGAGE 2021-INV1: Moody's Assigns (P)B3 Rating to B5 Certs ------------------------------------------------------------------ Moody's Investors Service has assigned provisional ratings to forty-seven classes of residential mortgage-backed securities issued by Mello Mortgage Capital Acceptance 2021-INV1 (MMCA 2021-INV1). The ratings range from (P)Aaa (sf) to (P)B3 (sf). MMCA 2021-INV1 is a securitization of GSE eligible first-lien investment property loans. 100.0% of the pool by loan balance is originated by loanDepot.com, LLC ("loanDepot"). All the loans are underwritten in accordance with Freddie Mac or Fannie Mae guidelines, which take into consideration, among other factors, the income, assets, employment and credit score of the borrower as well as loan-to-value (LTV). These loans are run through one of the government-sponsored enterprises' (GSE) automated underwriting systems (AUS) and have received an "Approve" or "Accept" recommendation. In this transaction, the Class A-11, Class A-11-A, and Class A-11-B notes' coupon is indexed to SOFR. In addition, the coupon on Class A-11-X, Class A-11-AI, and Class A-11-BI is also impacted by changes in SOFR. However, based on the transaction's structure, the particular choice of benchmark has no credit impact. First, interest payments to the notes, including the floating rate notes, are subject to the net WAC cap, which prevents the floating rate notes from incurring interest shortfalls as a result of increases in the benchmark index above the fixed rates at which the assets bear interest. Second, the shifting-interest structure pays all interest generated on the assets to the bonds and does not provide for any excess spread. Servicing compensation is subject to a step-up incentive fee structure. Servicing fee includes base fee plus delinquency and incentive fees. Delinquency and incentive fees will be deducted reverse sequentially starting from the Class B-6 interest payment amount first and could result in interest shortfall to the certificates depending on the magnitude of the delinquency and incentive fees. The complete rating actions are as follows: Issuer: Mello Mortgage Capital Acceptance 2021-INV1 Cl. A-1, Assigned (P)Aaa (sf) Cl. A-2, Assigned (P)Aaa (sf) Cl. A-3, Assigned (P)Aaa (sf) Cl. A-3-A, Assigned (P)Aaa (sf) Cl. A-3-X*, Assigned (P)Aaa (sf) Cl. A-4, Assigned (P)Aaa (sf) Cl. A-4-A, Assigned (P)Aaa (sf) Cl. A-4-X*, Assigned (P)Aaa (sf) Cl. A-5, Assigned (P)Aaa (sf) Cl. A-5-A, Assigned (P)Aaa (sf) Cl. A-5-X*, Assigned (P)Aaa (sf) Cl. A-6, Assigned (P)Aaa (sf) Cl. A-6-A, Assigned (P)Aaa (sf) Cl. A-6-X*, Assigned (P)Aaa (sf) Cl. A-7, Assigned (P)Aaa (sf) Cl. A-7-A, Assigned (P)Aaa (sf) Cl. A-7-X*, Assigned (P)Aaa (sf) Cl. A-8, Assigned (P)Aaa (sf) Cl. A-8-A, Assigned (P)Aaa (sf) Cl. A-8-X*, Assigned (P)Aaa (sf) Cl. A-9, Assigned (P)Aaa (sf) Cl. A-9-A, Assigned (P)Aaa (sf) Cl. A-9-X*, Assigned (P)Aaa (sf) Cl. A-10, Assigned (P)Aaa (sf) Cl. A-10-A, Assigned (P)Aaa (sf) Cl. A-10-X*, Assigned (P)Aaa (sf) Cl. A-11, Assigned (P)Aaa (sf) Cl. A-11-X*, Assigned (P)Aaa (sf) Cl. A-11-A, Assigned (P)Aaa (sf) Cl. A-11-AI*, Assigned (P)Aaa (sf) Cl. A-11-B, Assigned (P)Aaa (sf) Cl. A-11-BI*, Assigned (P)Aaa (sf) Cl. A-12, Assigned (P)Aaa (sf) Cl. A-13, Assigned (P)Aaa (sf) Cl. A-14, Assigned (P)Aa1 (sf) Cl. A-15, Assigned (P)Aa1 (sf) Cl. A-16, Assigned (P)Aaa (sf) Cl. A-17, Assigned (P)Aaa (sf) Cl. A-X-1*, Assigned (P)Aa1 (sf) Cl. A-X-2*, Assigned (P)Aa1 (sf) Cl. A-X-3*, Assigned (P)Aaa (sf) Cl. A-X-4*, Assigned (P)Aa1 (sf) Cl. B-1, Assigned (P)Aa3 (sf) Cl. B-2, Assigned (P)A3 (sf) Cl. B-3, Assigned (P)Baa3 (sf) Cl. B-4, Assigned (P)Ba3 (sf) Cl. B-5, Assigned (P)B3 (sf) *Reflects Interest-Only Classes RATINGS RATIONALE Summary Credit Analysis and Rating Rationale Moody's expected loss for this pool in a baseline scenario is 0.44% at the mean, 0.23% at the median, and reaches 5.24% at a stress level consistent with Moody's Aaa ratings. The coronavirus pandemic has had a significant impact on economic activity. Although global economies have shown a remarkable degree of resilience to date and are returning to growth, the uneven effects on individual businesses, sectors and regions will continue throughout 2021 and will endure as a challenge to the world's economies well beyond the end of the year. While persistent virus fears remain the main risk for a recovery in demand, the economy will recover faster if vaccines and further fiscal and monetary policy responses bring forward a normalization of activity. As a result, there is a heightened degree of uncertainty around Moody's forecasts. Moody's analysis has considered the effect on the performance of consumer assets from a gradual and unbalanced recovery in U.S. economic activity. Moody's regard the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Moody's increased its model-derived median expected losses by 10.0% (6.71% for the mean) and Moody's Aaa losses by 2.5% to reflect the likely performance deterioration resulting from a slowdown in US economic activity in 2020 due to the coronavirus outbreak. These adjustments are lower than the 15% median expected loss and 5% Aaa loss adjustments we made on pools from deals issued after the onset of the pandemic until February 2021. Moody's reduced adjustments reflect the fact that the loan pool in this deal does not contain any loans to borrowers who are not currently making payments. For newly originated loans, post-COVID underwriting takes into account the impact of the pandemic on a borrower's ability to repay the mortgage. For seasoned loans, as time passes, the likelihood that borrowers who have continued to make payments throughout the pandemic will now become non-cash flowing due to COVID-19 continues to decline. Moody's base its ratings on the certificates on the credit quality of the mortgage loans, the structural features of the transaction, Moody's assessments of the origination quality and servicing arrangement, the strength of the third-party due diligence and the R&W framework of the transaction. Collateral description As of the cut-off date of June 1, 2021, the $324,160,034 pool consisted of 769 mortgage loans secured by first liens on residential investment properties. The average stated principal balance is $421,535 and the weighted average (WA) current mortgage rate is 3.14%. The majority of the loans have a 30 year term, with 5 loans with terms ranging from 25 to 27 years. All of the loans have a fixed rate. The WA original credit score is 772 for the primary borrower only and the WA combined original LTV (CLTV) is 59.2%. The WA original debt-to-income (DTI) ratio is 37.3%. Approximately, 12.8% by loan balance of the borrowers have more than one mortgage loan in the mortgage pool. Over half of the mortgage loans by loan balance (58.4%) are backed by properties located in California. The next largest geographic concentration of properties are Washington, which represents 10.6% by loan balance, New Jersey, which represents 3.7% by loan balance, Massachusetts, which represents about 3.2% by loan balance, New York, which represents 3.2% by loan balance and Arizona, which represents 3.2% by loan balance. All other states each represents less than 3% by loan balance. Loans backed by single family residential properties represent 39.5% (by loan balance) of the pool. Approximately 22.8% of the mortgage loans by count are "Appraisal Waiver" (AW) loans, whereby the sponsor obtained an AW for each such mortgage loan from Fannie Mae or Freddie Mac through their respective programs. In each case, neither Fannie Mae nor Freddie Mac required an appraisal of the related mortgaged property as a condition of approving the related mortgage loan for purchase by Fannie Mae or Freddie Mac, as applicable. Origination quality loanDepot originated 100% of the loans in the pool. These loans were underwritten in conformity with GSE guidelines with predominantly non-material overlays. Moody's consider loanDepot's origination quality to be in line with its peers due to: (1) adequate underwriting policies and procedures, (2) acceptable performance with low delinquency and repurchase and (3) adequate quality control. Therefore, Moody's have not applied an additional adjustment for origination quality. Servicing arrangements Moody's consider the overall servicing arrangement for this pool to be adequate. Cenlar FSB (Cenlar) will service all the mortgage loans in the transaction. Wells Fargo Bank, N.A. (Long term debt Aa2) will serve as the master servicer. The servicing administrator, loanDepot, will be primarily responsible for funding certain servicing advances of delinquent scheduled interest and principal payments for the mortgage loans, unless the servicer determines that such amounts would not be recoverable. The master servicer will be obligated to fund any required monthly advance if the servicing administrator fails in its obligation to do so. Moody's did not make any adjustments to Moody's base case and Aaa stress loss assumptions based on this servicing arrangement. Servicing compensation in this transaction is based on a fee-for-service incentive structure. The servicer receives higher fees for labor-intensive activities that are associated with servicing delinquent loans, including loss mitigation, than they receive for servicing a performing loan, which is less labor intensive. The fee-for-service compensation is reasonable and adequate for this transaction because it better aligns the servicer's costs with the deal's performance. Furthermore, higher fees for the more labor-intensive tasks make the transfer of these loans to another servicer easier, should that become necessary. Third-party review Two independent third-party review firms, Recovco Mortgage Management, LLC. (Recovco) and Consolidated Analytics, Inc. (collectively TPR firms) were engaged to conduct due diligence for credit, regulatory compliance, property valuation, and data accuracy on a total of 33.6% (by loan count) of the loan pool. Of the pool of 769 loans, the TPR firms conducted due-diligence on a sample of 258 loans (originally 260 loans) loans. Moody's calculated the credit-neutral sample size using a confidence interval, error rate and a precision level of 95%/5%/2%. The number of loans that went through a full due diligence review (258) is below Moody's calculated threshold. Moody's therefore, applied an adjustment to its losses. Representations and Warranties Framework The R&W provider and the guarantor are both loanDepot entities, which may not have the financial wherewithal to purchase defective loans. The Guarantor (LD Holdings Group LLC) will guarantee certain performance obligations of the R&W provider (loanDepot.com, LLC). Moreover, unlike other transactions that Moody's have rated, the R&W framework for this transaction does not include a mechanism whereby loans that experience an early payment default (EPD) are repurchased. Moody's have adjusted its Aaa CE and expected losses to account for these weaknesses in the R&W framework. Transaction structure The securitization has a shifting interest structure that benefits from a senior subordination floor and a subordinate floor. Funds collected, including principal, are first used to make interest payments and then principal payments to the senior bonds, and then interest and principal payments to each subordinate bond. As in all transactions with shifting interest structures, the senior bonds benefit from a cash flow waterfall that allocates all prepayments to the senior bond for a specified period of time, and increasing amounts of prepayments to the subordinate bonds thereafter, but only if loan performance satisfies delinquency and loss tests. Realized losses are allocated in a reverse sequential order, first to the lowest subordinate bond. After the balances of the subordinate bonds are written off, losses from the pool begin to write off the principal balances of the senior support bonds until their principal balances are reduced to zero. Next, realized losses are allocated to super senior bonds until their principal balance is written off. Tail risk & subordination floor The transaction cash flows follow a shifting interest structure that allows subordinated bonds to receive principal payments under certain defined scenarios. Because a shifting interest structure allows subordinated bonds to pay down over time as the loan pool shrinks, senior bonds are exposed to eroding credit enhancement over time and increased performance volatility, known as tail risk. To mitigate this risk, the transaction provides for a senior subordination floor of 1.05% which mitigates tail risk by protecting the senior bonds from eroding credit enhancement over time. Additionally, there is a subordination lock-out amount which is 0.95% of the closing pool balance. Moody's calculate the credit neutral floors for a given target rating as shown in Moody's principal methodology. The senior subordination floor and the subordinate floor of 1.05% and 0.95%, respectively, are consistent with the credit neutral floors for the assigned ratings. Factors that would lead to an upgrade or downgrade of the ratings: Down Levels of credit protection that are insufficient to protect investors against current expectations of loss could drive the ratings down. Losses could rise above Moody's original expectations as a result of a higher number of obligor defaults or deterioration in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Other reasons for worse-than-expected performance include poor servicing, error on the part of transaction parties, inadequate transaction governance and fraud. Up Levels of credit protection that are higher than necessary to protect investors against current expectations of loss could drive the ratings up. Losses could decline from Moody's original expectations as a result of a lower number of obligor defaults or appreciation in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Methodology The principal methodology used in rating all classes except interest-only classes was "Moody's Approach to Rating US RMBS Using the MILAN Framework" published in April 2020. MIDTOWN DEVELOPMENT: Seeks Interim Cash Collateral Access --------------------------------------------------------- Midtown Development, LLC asks the U.S. Bankruptcy Court for the Northern District of Iowa for permission to use cash collateral on an interim basis. The Debtor experienced a financial set back in 2011 when a large restaurant occupying a large section of the ground floor of the Black's Building closed. The Debtor had made significant "to order" build out for the restaurant at a significant cost. The Debtor entered into a favorable five-year lease with the restaurant operator; however, the restaurant was ultimately unsuccessful. The restauranteur closed the business after two years. The Debtor engaged in acrimonious litigation with the tenant that did not ultimately benefit either party. Over subsequent years, the Debtor's tenant occupancy varied; however, the Debtor has been unable to least the space formerly occupied by the restaurant. The Debtor's event business has been lucrative; however, the COVID-19 pandemic has prevented operations for an extended period of time. With the lifting of the gathering restrictions, the Debtor intends to proceed with the events business. The Debtor had begun converting commercial space to residential apartments; however, the pandemic curtailed demand for a period of time. The Debtor believes the demand for downtown apartments is rebounding, and it will be able to lease more apartments. The Debtor's primary secured creditor, MidWestOne Bank, filed a petition for foreclosure against the Debtor and, after working with the Debtor for a period of time, decided to move forward with execution of the foreclosure judgment and set the Black's Building for sheriff's sale. MidWestOne Bank is a secured creditor by virtue of two Commercial Security Agreements and Promissory Notes Nos. 7600018915 and 7600039378, two Mortgages, one recorded on August 6, 2013, and another on November 28, 2018, both with the Black Hawk County Recorder. MidWestOne's interest in cash collateral is perfected by a UCC-1 Financing Statement E14012193 filed February 7, 2014 with a continuation thereof filed September 13, 2018. The principal of indebtedness owed to MidWestOne for Note 915 as of the Debtor's bankruptcy filing date was $4,077,244. The principal of indebtedness owed to MidWestOne for Note 378 as of the date of filing was $111,947. The US Small Business Administration is a secured creditor by virtue of two mortgages filed with the Black Hawk County Recorder August 14, 2009 and February 16, 2010. The mortgages provide security for a promissory note dated April 21, 2009, in the initial amount of $450,200, which was modified on February 4, 2010, to $499,000 and or a note dated April 20, 2009 in the initial amount of $437,500, which was modified on February 9, 2010 to $748,700. The Borrower on the first note is River Plaza Athletic Club, Nelson Insurance Agency, Inc., and Nelson of Waterloo, Inc., and the Borrower on the second Note was Midtown Development, LLC. On the date of filing the amount owed on the first note was $378,605, and the second note was $572,322. The Debtor does not find a UCC-1 Financing Statement filed by the SBA with the Iowa Secretary of State; and therefore, does not believe that the SBA has a valid, perfected security interest in the Debtor's cash collateral. The Debtor proposes to use cash proceeds in the ordinary course of business to pay cash going forward for postpetition operating expenses as payments for each expense as it comes due. The Debtor also proposes to use cash collateral to pay trustee fees and court costs as they arise in the operation of its business. The Debtor has received the funds from the court-appointed receiver and has approximately $250,000 of cash collateral on hand to meet its needs going forward. A copy of the motion and the Debtor's budget from June to November is available for free at https://bit.ly/3pUG972 from PacerMonitor.com. The Debtor projects $101,847.01 in total rental receipts and $147,149.69 in total operating disbursements. About Midtown Development, LLC Midtown Development, LLC is a real estate developer in Iowa. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Iowa Case No. 21-00478) on May 25, 2021. In the petition signed by Donna L. Nelson, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Ronald C. Martin, Esq., at Day Rettig Martin, PC is the Debtor's counsel. MONAKER GROUP: Gets Regulatory OK to Acquire 57.6% Stake in IFEB ---------------------------------------------------------------- Monaker Group has received the required formal regulatory approval from the Office of the Commissioner of Financial Institutions of Puerto Rico (OCIF) to proceed with its previously announced acquisition of 57.6 percent of International Financial Enterprise Bank (IFEB), a global financial institution headquartered in San Juan, Puerto Rico. The approval will allow Monaker to take control of IFEB, including the ability for Monaker to acquire 100% ownership of the bank without additional OCIF review in the future, if terms can be reached with the minority owners. Additionally, Monaker has been granted approval to change the name of the Bank to Next Bank International. The closing of the acquisition remains subject to customary closing conditions and the formal transfer of the shares of IFEB to Monaker; however, the full purchase price for such shares, $6.5 million, has previously been paid. IFEB will bring to Monaker a full range of fintech solutions, including concierge banking, online and mobile banking, credit cards, deposit and loans and escrow services. The bank's charter and fintech technology allows it to conduct business and serve customers anywhere in the world. Its mobile app is available to download for free from the Apple App Store or Google Play. The acquisition of IFEB will complement Monaker's recently acquired stake in the Longroot initial coin offering (ICO) portal. "IFEB expands Longroot's capabilities from a one-dimensional ICO portal to potentially include access to cryptocurrency exchanges, online payments, digital wallet and mobile banking capabilities supporting Longroot's ICO portal with IFEB fintech banking solutions," commented Monaker CEO, Bill Kerby, who continued, "Additionally, we believe this acquisition should strengthen our other business segments by providing unencumbered and dynamic access to merchant services for gaming, in-game advertising and travel." By integrating IFEB and Longroot into its digital ecosystem, Monaker expects to benefit from the rapidly expanding global cryptocurrency and digital asset market that according to a May 2020 report from Reportlinker is projected to grow at a 67.3% CAGR from $3 billion in 2020 to $39.7 billion by 2025. Closing of the 57.6% IFEB purchase is expected to be completed this month. About Monaker Group Headquartered in Sunrise, Florida, Monaker Group, Inc. -- www.Monakergroup.com -- is an innovative technology company that is building next generation solutions to power the travel, gaming, and cryptocurrency industries. Monaker Group reported a net loss of $16.51 million for the year ended Feb. 28, 2021, compared to a net loss of $9.45 million for the year ended Feb. 29, 2020. As of Feb. 28, 2021, the Company had $25.99 million in total assets, $6.83 million in total liabilities, and $19.16 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 7, 2021, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. MONEY.NET: Ex-Gain Capital CEO Pays $1 Million for Platform ----------------------------------------------------------- Max Bowie of Data Management reports that Glenn Stevens, the former CEO of Bedminster, NJ-based broker Gain Capital, has acquired the assets of Money.Net, the budget data workstation provider that recently filed for Chapter 7 bankruptcy protection, for just over $1 million. The deal, which closed at the end of May, includes Money.Net’s software platform and intellectual property, as well as contracts with suppliers and existing clients. Under the arrangement, Stevens assumes the obligation to pay outstanding amounts owed to companies. About Money.Net Money.Net is a market data workstation once touted as a startup to rival Bloomberg. Money.Net sought Chapter 7 protection (Bankr. D. Del. Case No. 21-10709) on April 15, 2021. The case is handled by Honorable Judge Brendan Linehan Shannon. Matthew P. Ward of Womble Bond Dickinson (US) LLP is the Debtor's counsel. MOSS CREEK: Moody's Hikes CFR to B3 & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service upgraded Moss Creek Resources Holdings, Inc.'s Corporate Family Rating to B3 from Caa1, its Probability of Default Rating to B3-PD from Caa1-PD and its senior unsecured notes rating to Caa1 from Caa2. Concurrently, Moody's changed the rating outlook to stable from negative. "Moss Creek's ratings upgrade reflects the company's improved inventory position through the Grenadier acquisition, its capital discipline while maintaining meaningful production size and a more supportive commodity price environment underpinned by significant hedging," commented Sreedhar Kona, Moody's senior analyst. "While the company has increased its debt burden with the acquisition, it has visibility to reduce debt through free cash flow generation, further contributing to the upgrade and stable outlook" Upgrades: Issuer: Moss Creek Resources Holdings, Inc. Corporate Family Rating, Upgraded to B3 from Caa1 Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1 (LGD5) from Caa2 (LGD5) Outlook Actions: Issuer: Moss Creek Resources Holdings, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE Moss Creek's CFR upgrade to B3 is driven by the company's enhanced size and scale through the Grenadier acquisition, a more constructive oil price environment and the company's ability to resume modest production growth while also reducing debt through free cash flow. Moss Creek's B3 CFR reflects its relatively smaller size and scale, as compared to its Permian Basin peers, its high debt burden pressuring its credit metrics, offset by the company's capital spending discipline and the potential for debt reduction through free cash flow. The company substantially reduced its capital spending in 2020 in response to the weak commodity price environment and conserved its cash, but the company's average daily production for 2020 declined relatively modestly as compared to 2019. Moss Creek benefits from the company's favorable acreage location in the Midland Basin with its high oil content, significant percentage of proved developed reserves, competitive cost structure driving high cash margins and good capital efficiency. Moss Creek's stable outlook reflects Moody's expectation that the company will focus on reducing its debt burden through free cash flow generation while maintaining its scale in 2021 and targeting modest growth through 2022. Moss Creek's $700 million senior unsecured notes due 2026 and $500 million senior unsecured notes due 2027 are rated Caa1, one notch below the B3 CFR, reflecting the size of the company's $850 million borrowing base senior secured revolving credit facility, and the revolver's priority claim to the company's assets. Moss Creek will have adequate liquidity to meet its capital spending plan through 2022. As of March 31, 2021, Moss Creek had $57 million of cash and $490 million of availability under its $850 million borrowing base revolving credit facility due in April 2023. Moody's expects the company to maintain about the same level of capital spending in 2021 as it did in 2020. Moss Creek will meet its 2021 capital spending and debt service needs through operation cash flow and generate free cash flow to pay down its revolver. The financial maintenance covenants under Moss Creek's credit agreement include a 4x leverage (debt/EBITDA) covenant and a 1x current ratio covenant. Moody's expects Moss Creek to remain in compliance with the covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moss Creek's ratings could be upgraded if the company successfully executes on its drilling program, delivering production and proved developed reserves growth at competitive returns on investment, sustains its production above 50,000 boe per day, its retained cash flow (RCF) to debt above 30%, and the leverage full cycle ratio above 1.5x. Moss Creek's ratings could be downgraded if the company's capital productivity is worse than expected leading to weaker production growth and investment returns than forecasted, if the company does not reduce debt or RCF/debt falls below 20%. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Moss Creek Resources Holdings, Inc is an independent privately-held exploration and production company headquartered in Houston, Texas; engaged in the development, production, operation, exploration, and acquisition of oil and natural gas properties in the Permian Basin of west Texas. MOUTHPEACE DENTAL: Seeks to Hire Carroll & Company as Accountant ---------------------------------------------------------------- Mouthpeace Dental, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Carroll & Company, CPAs, P.C. as its accountant. The firm's services include: a. assisting the Debtor in tracking cash flow compared to the approved budget; b. analyzing financial data and preparing financial reports as necessary to comply with orders of the court and requests from the U.S. trustee and other parties-in-interest; c. auditing all monthly operating reports filed by the Debtor to date in its Chapter 11 case and assisting the Debtor in the amendment of the reports, if any, to ensure accuracy of its financial condition; and d. other essential accounting duties necessary to ensure the accuracy of information. John Carroll, a certified public accountant and a partner at Carroll & Company, will charge $170 per hour for his services while his staff will charge $106 per hour. As disclosed in court filings, Carroll & Company does not hold any interest adverse to the estate in the matters upon which it is to be engaged. The firm can be reached through: John Carroll, CPA, CGMA Carroll & Company, CPAs, P.C. 416 Pirkle Ferry Rd Cumming, GA 30040 Phone: +1 770-889-2468 About Mouthpeace Dental Mouthpeace Dental, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-72289) on Dec. 3, 2020. Syretta Wells, sole shareholder, signed the petition. In the petition, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $1 million. Judge Barbara Ellis-Monro oversees the case. Rountree Leitman & Klein, LLC and Carroll & Company, CPAs, P.C. serve as the Debtor's legal counsel and accountant, respectively. NINE POINT ENERGY: Asks Court to Clear $250 Million Sale -------------------------------------------------------- Law360 reports that oil and gas company Nine Point Energy is asking a Delaware bankruptcy judge to reject a midstream provider's claim it holds $157. 7 million in liens on its wells while reporting that it hasn't gotten a better offer than the $250 million stalking horse bid for its assets. In filings Monday, June 14, 2021, Nine Point both announced it was canceling its asset auction for lack of other qualified bids and asked the court to approve the sale free and clear of the liens asserted by Caliber Midstream, saying the liens were invalid and Caliber's proposal for enforcing them would scuttle the sale. 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. NUTRIBAND INC: Incurs $316K Net Loss in First Quarter ----------------------------------------------------- Nutriband Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $315,957 on $433,488 of revenue for the three months ended April 30, 2021, compared to a net loss of $412,194 on $119,364 of revenue for the three months ended April 30, 2020. As of April 30, 2021, the Company had $10.56 million in total assets, $2.72 million in total liabilities, and $7.84 million in total stockholders' equity. As of April 30, 2021, the Company had $410,754 in cash and cash equivalents and a working capital deficiency of $1,587,766, as compared with cash and cash equivalents of $151,993 and working capital deficiency of $2,254,418 as of Jan. 31, 2021. The Company received proceeds of $583,000 from the sale of common stock during the three months ended April 30, 2021. For the three months ended April 30, 2021, the Company used cash of $279,415 in its operations. The principal adjustments to its net loss of $315,957 were amortization of debt discount of $36,554, depreciation and amortization of $76,262, and stock-based compensation of $127,500, offset by a gain on extinguishment of debt $39,875. For the three months ended April 30, 2021, the Company had cash flows of $576,955 from financing activities, primarily $583,000 from gross proceeds from the sale of common stock. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1676047/000121390021032333/f10q0421_nutribandinc.htm About Nutriband Nutriband Inc.'s primary business is the development of a portfolio of transdermal pharmaceutical products. The Company's lead product is its abuse deterrent fentanyl transdermal system which the Company is developing to provide clinicians and patients with an extended-release transdermal fentanyl product for use in managing chronic pain requiring around the clock opioid therapy combined with properties designed to help combat the opioid crisis by deterring the abuse and misuse of fentanyl patches. The Company's corporate headquarters are located at 121 S. Orange Ave. Suite 1500, Orlando, Florida 32765, telephone (407) 377-6695. Its website is www.nutriband.com. Nutriband reported a net loss of $2.93 million for the year ended Jan. 31, 2021, compared to a net loss of $2.72 million for the year ended Jan. 31, 2020. PIASECKI REALTY: Gets OK to Hire Genova & Malin as Legal Counsel ---------------------------------------------------------------- Piasecki Realty, LLC, received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Genova & Malin, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor regarding its powers and duties in the management of its property; b. taking the necessary actions to void liens against the Debtor's property; c. preparing bankruptcy schedules and legal papers; and d. other legal services necessary to administer the case. Michelle Trier, Esq., at Genova & Malin, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Genova & Malin can be reached through: Michelle L. Trier, Esq. Genova & Malin, LLP 1136 Route 9 Wappingers Falls, NY 12590 Phone: 845-298-1600 Fax: 845-298-1265 About Piasecki Realty New Windsor, N.Y.-based Piasecki Realty, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a four-acre property and 7,200-square-foot warehouse located at 857 Union Ave., New Windsor, N.Y., valued at $999,000. Piasecki Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 21-35317) on April 22, 2021. 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 Cecelia G. Morris oversees the case. Genova & Malin, LLP is the Debtor's legal counsel. PRECIPIO INC: CEO, Director Adopt Stock Trading Plan ---------------------------------------------------- Each of Ilan Danieli, chief executive officer of Precipio, Inc., and Mr. David Cohen, a director of the Company, adopted a Rule 10b5-1 stock trading plan. The Plans were adopted in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company's insider trading policy. In accordance with Rule 10b5-1 of the Exchange Act, the Company's Insider Trading and Anti-Tipping Policy permits issuers, officers, directors and employees who are not then in possession of material non-public information to enter into a pre-arranged plan for buying or selling Company stock under specified conditions and at specified times. In accordance with Rule 10b5-1, neither Mr. Danieli nor Mr. Cohen has discretion over purchases under their respective Plan. Mr. Danieli's Plan provides that a broker will purchase $5,000 of shares of the Company's common stock at prevailing market prices on the first business day of every third calendar month, with the first purchase taking place on Sept. 1, 2021. Mr. Danieli's purchase amount was doubled from his previous Rule 10b5-1 plan adopted in year 2020. Under Mr. Cohen's Plan, up to 200,000 of Mr. Cohen's Company common stock holdings are expected to be sold into the marketplace by a broker, subject to satisfaction of certain conditions (including minimum sale price threshold set at $5.00 per share, which price is above the market price of $3.96 at the time of adoption) as set forth in the Plan. It is expected that sales under the Plan will commence on or after July 1, 2021, and will be completed within one year. Transactions under the Plans will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. Precipio reported a net loss of $10.6 million for the year ended Dec. 31, 2020, compared to a net loss of $13.24 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $20.42 million in total assets, $5.86 million in total liabilities, and $14.56 million in total stockholders' equity. Hartford, CT-based Marcum LLP issued a "going concern" qualification in its report dated March 29, 2021, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PRO VIDEO: Seeks Approval to Hire Latham Luna as Legal Counsel -------------------------------------------------------------- Pro Video Instruments, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Latham, Luna, Eden & Beaudine, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor as to its rights and duties in its bankruptcy case; (b) preparing pleadings, including a plan of reorganization; and (c) other necessary actions incident to the proper preservation and administration of the Debtor's estate. The firm's hourly rates are as follows: Daniel Velasquez $350 per hour Justin Luna $450 per hour Experienced attorneys $575 per hour Junior paraprofessionals $105 per hour As disclosed in court filings, Latham does not represent interests adverse to the Debtor or to the estate in the matters upon which it is to be engaged. The firm can be reached through: Justin M. Luna, Esq. Latham, Luna, Eden & Beaudine, LLP 111 N. Magnolia Avenue, Suite 1400 P.O. Box 3353 (32802-3353) Orlando, FL 32801 Telephone: (407) 481-5800 Facsimile: (407) 481-5801 Email: jluna@lathlamluna.com About Pro Video Instruments Pro Video Instruments, LLC is a hi-tech manufacturer of digital video distribution products, providing solutions for the homes, hospitality, entertainment, advertising, sport, broadcast, Internet, security, surveillance, industrial, educational, scientific, and consumer markets. Pro Video Instruments filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-02491) on May 28, 2021. Silvia Fioravanti, manager, signed the petition. At the time of the filing, the Debtor had between $100,000 and $500,000 in assets and between $1 million and $10 million in liabilities. Justin M. Luna, Esq., at Latham, Luna, Eden & Beaudine, LLP, represents the Debtor as legal counsel. PROJECT BOOST: Upsized First Lien Loan No Impact on Moody's B3 CFR ------------------------------------------------------------------ Moody's Investors Service states that Project Boost Purchaser, LLC ("Project Boost", B3 CFR) announced that it would be upsizing a tranche of its B2-rated first lien term loan from $100 million to $410 million, which in conjunction with $40 million in incremental second lien term loan (unrated), cash from balance sheet and rolled equity, will be used to finance an unnamed acquisition that is expected to close in Q2 2021. The proposed increase in debt has no impact on Project Boost's ratings. The approximately $350 million in incremental debt will lead to Project Boost's debt/EBITDA including Moody's standard adjustments increasing by around half a turn to 10.4x on a pro forma LTM Q1 2021 basis, and expected to remain high at around 9.9x for year-end 2021 prior to declining towards 9x in 2023. While this level is in excess of the company's leverage downgrade trigger (debt/EBITDA sustained above 8x), Project Boost will continue to post strong interest coverage (EBITA/Interest) of around 2x over that period and generate positive free cash flow which supports its very good liquidity. Project Boost's undrawn $80 million revolving credit facility does not mature until May 2024, and its first lien term loan does not mature until May 2026, giving the company ample time to reduce leverage before its next maturity. Project Boost Purchaser, LLC is the debt issuer and holding company of several companies including JD Power, Inc. and Autodata, Inc. The company's focus is on providing data analytics and technology solutions to automotive OEMs and dealerships, insurance companies and financial institutions. The company is majority-owned by Thoma Bravo, a private equity firm. PS ON TAP: Seeks to Hire Grigorian & Associates as Accountant ------------------------------------------------------------- PS On Tap, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to hire Grigorian & Associates, Inc. as their accountant. The Debtors require an accountant to prepare their federal and state tax returns and assist in resolving their employment tax liabilities. The firm's hourly rates are as follows: Edmond Grigorian $300 per hour Partner $300 per hour Senior Manager $250 per hour Senior Staff $185 per hour Staff $165 per hour Edmond Grigorian, managing director at Grigorian, disclosed in a court filing that his firm does not have an interest materially adverse to the interest of the Debtors' estates, creditors or equity security holders. The firm can be reached through: Edmond Grigorian Grigorian & Associates, Inc. 15910 Ventura Blvd #1000 Encino, CA 91436 Phone: +1 310-820-1055 About PS On Tap LLC PS On Tap, LLC and its affiliates have owned and operated a chain of restaurants featuring upscale casual and fine dining experiences under three unique concepts: a luxury steakhouse reminiscent of the American grills in the 1930's and 1940's operating under the name The Grill on the Alley; a family-friendly grill operating under the name Daily Grill Restaurant & Bar; and a school-themed Gastropub operating under the name Public School on Tap. The Debtors' restaurants are located primarily in Southern California with additional restaurants located throughout other major cities in the United States. PS On Tap and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 21-10757) on April 28, 2021. At the time of the filing, the Debtors had between $10 million and $50 million in both assets and liabilities. Judge Martin R. Barash presides over the cases. Freeman, Freeman & Smiley LLP, Lewis Brisbois Bisgaard & Smith LLP and Grigorian & Associates Inc. serve as the Debtors' bankruptcy counsel, labor counsel and accountant, respectively. QUALITYTECH LP: Moody's Puts Ba3 CFR Under Review for Downgrade --------------------------------------------------------------- Moody's Investors Service has placed QualityTech, L.P. ("QTS")'s ratings on review for downgrade, including its Ba3 senior unsecured debt and corporate family rating. The Speculative Grade Liquidity Rating is SGL-2. The outlook has been changed to ratings under review from stable. The rating action follows the announcement on June 7th that Blackstone will acquire QTS in an all-cash transaction valued at approximately $10 billion, including the assumption of debt. The purchase price represents a premium of 21% to QTS's closing share price as of June 4, 2021 and a 24% premium to the volume weighted average share price over the last 90 days. The acquisition is expected to close in the second half of 2021 and is contingent upon the approval of the Company's stockholders. The transaction has been approved by the Company's Board of Directors. Moody's review for downgrade will focus on the risks to QTS's existing creditors resulting from the proposed sale of the REIT, specifically the impacts it has on QTS's risk profile including funding strategy, leverage profile and any changes to its growth appetite including the size of its speculative developments and/or acquisition targets in non-contiguous markets. On Review for Downgrade: Issuer: QualityTech, L.P. Senior unsecured debt on Review for Downgrade, currently Ba3 Corporate family rating on Review for Downgrade, currently Ba3 Outlook Action: Issuer: QualityTech, L.P. Outlook changed to Rating Under Review from Negative RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS QTS's Ba3 corporate family rating reflects an unsecured funding strategy with a largely unencumbered asset base, a diversified tenant roster with more than 1,200 customers, and a manageable debt maturity schedule with capital needs that are generally pre-funded three to four quarters or more in advance through forward equity issuances. The REIT was successful in shifting away from its lower margin cloud and managed services business, which has allowed QTS to participate in select strategic growth opportunities with hyperscale and Federal customers while continuing to generate good performance within its diversified hybrid colocation platform. Since the onset of the Covid-19 pandemic, QTS has experience elevated demand for additional connectivity and ancillary services, including remote hands and eyes, driven by the growing necessity for increased remote connectivity amidst the uncertainty. These strengths are counterbalanced by the REIT's smaller asset base and meaningful asset concentration, which was somewhat attenuated with the REIT's portfolio growth. The rating is also constrained by QTS's elevated operating leverage, in part due to QTS's two tranches of preferred stock issued in 2018 during the REIT's strategic transition. Also lease expirations remain somewhat burdensome, with the majority in hybrid colocation, highlighting the challenge of shorter lead times for renewals (3 to 6 months) and shorter lease durations (approximately 3 year average) versus hyperscale. QTS's SGL-2 rating is supported by its positive cash flow generation, revolver availability, a minimal near-term maturity schedule, and ample undrawn forward equity proceeds, which should lend flexibility to support growth. At March 31, 2021, QTS's revolving credit facility had $638.1 million available on its $1.0 billion capacity. The revolver expires in December 2023 and contains a one-year extension option to 2024. The REIT has an additional $14.7 million in cash and $493 million in undrawn forward equity proceeds. Given the direction of the ratings review, positive rating movement is unlikely. QTS's ratings could be confirmed upon the conclusion of the review if Moody's were to assess that the benefits from the proposed sale of the REIT would allow for better capital access without an increase in the risk profile of QTS. The ratings could be downgraded if Moody views that the transaction increases the risks to QTS's existing creditors such that the REIT's funding profile will weaken and its leverage will increase. The ratings could also be downgraded as a result of a more aggressive growth strategy with a meaningfully larger speculative development pipeline and large and noncontiguous data center acquisitions targets. Moody's review is unlikely to conclude until after the deal has received shareholders' approvals and the transaction closes. The REIT's management team anticipates this will occur in the second half of 2021. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2018. QTS Realty Trust, Inc., (NYSE: QTS) headquartered in Overland Park, Kansas, USA is the REIT parent of QualityTech, LP. QTS is a provider of data center solutions across a diverse footprint spanning more than 6 million square feet of owned mega scale data center space. At March 31, 2021, QTS owns, operates or manages 28 data centers and supports more than 1,200 customers primarily in North America and Europe. RENNOVA HEALTH: Posts $54.3M Net Loss in First Quarter ------------------------------------------------------ Rennova Health, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss to common stockholders of $54.25 million on ($650,692) of net revenues for the three months ended March 31, 2021, compared to a net loss to common stockholders of $5.79 million on $1.84 million of net revenues for the three months ended March 31, 2020. As of March 31, 2021, the Company had $11.21 million in total assets, $64.12 million in total liabilities, and a total stockholders' deficit of $52.91 million. The Company had a working capital deficit and an accumulated deficit of $60.6 million and $922.8 million, respectively, at March 31, 2021. In addition, the Company had a loss from continuing operations of approximately $3.7 million and $5.8 million for the three months ended March 31, 2021 and 2020, respectively, and cash used in operating activities was $1.0 million and $2.5 million for the three months ended March 31, 2021 and 2020, respectively. As of June 14, 2021, the Company's cash is deficient and payments for its operations in the ordinary course are not being made. The Company said the continued losses and other related factors, including the payment defaults under the terms of outstanding notes payable and debentures raise substantial doubt about the Company's ability to continue as a going concern for 12 months from the filing date of this report. The Company's fixed operating expenses include payroll, rent, finance lease payments and other fixed expenses, as well as the costs required to operate its Hospital Operations. The Company's fixed expenses, including interest are estimated at approximately $1.2 million per month. The Company expects a reduction in these costs in the second quarter as a result of Jellico closing. Rennova said, "We need to raise additional funds immediately and continue to do so until we begin to realize positive cash flow from operations. There can be no assurance that we will be able to achieve our business plan, which is to acquire and operate clusters of rural hospitals, raise any additional capital or secure the additional financing necessary to implement our current operating plan. Our ability to continue as a going concern is dependent upon our ability to significantly reduce our operating costs, increase our revenues and eventually achieve profitable operations. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/931059/000149315221014215/form10-q.htm About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com-- operates three rural hospitals and a physician's office in Tennessee and a physician's office in Kentucky and provides diagnostics and supportive software solutions to healthcare providers. Rennova Health reported a net loss of $18.34 million for the year ended Dec. 31, 2020, compared to a net loss of $48.03 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $12.26 million in total assets, $61.28 million in total liabilities, and a total stockholders' deficit of $49.02 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has recognized recurring losses and negative cash flows from operations, and currently has minimal revenue producing activities. This raises substantial doubt about the Company's ability to continue as a going concern. ROOSEVELT INN: Case Summary & 19 Unsecured Creditors ---------------------------------------------------- Debtor: Roosevelt Inn, LLC DBA Roosevelt Inn 7600 Roosevelt Boulevard Philadelphia, PA 19152 Business Description: Roosevelt Inn, LLC operates in the traveler accommodation industry. Chapter 11 Petition Date: June 16, 2021 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 21-11697 Judge: Hon. Ashely M. Chan Debtor's Counsel: Aris J. Karalis, Esq. KARALIS PC 1900 Spruce Street PHILADELPHIA, pa 19103 Tel: 215-546-4500 Email: akaralis@karalislaw.com Debtor's Financial Advisor: ASTERION, INC. Debtor's Bookkeeper: A. UZZO & COMPANY, CPA's PC Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Anthony Uzzo, manager. A copy of the Debtor's list of 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/S6KKTMA/Roosevelt_Inn_LLC__paebke-21-11697__0006.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DL47SAI/Roosevelt_Inn_LLC__paebke-21-11697__0001.0.pdf?mcid=tGE4TAMA ROOSEVELT MOTOR: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: Roosevelt Motor Inn, Inc. DBA Roosevelt Inn 7600 Roosevelt Boulevard Philadelphia, PA 19152 Business Description: Roosevelt Motor Inn, Inc. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 16, 2021 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 21-11698 Judge: Hon. Magdeline D. Coleman Debtor's Counsel: Aris J. Karalis, Esq. KARALIS PC 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 Email: akaralis@karalislaw.com Debtor's Financial Advisor: ASTERION, INC. Debtor's Bookkeeper: A. UZZO & COMPANY, CPA's PC Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Anthony Uzzo, vice president. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3LLVI3Q/Roosevelt_Motor_Inn_Inc__paebke-21-11698__0001.0.pdf?mcid=tGE4TAMA SAGO TECHNOLOGY: Seeks to Hire Riemer & Braunstein as Legal Counsel ------------------------------------------------------------------- Sago Technology, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Riemer & Braunstein, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor with respect to its powers and duties, the continued management of its business and assets, and the winddown of its operations; (b) attending meetings, negotiating with representatives of creditors and other parties-in-interest, and responding to creditor inquiries; (c) advising and assisting the Debtor in connection with any potential asset disposition and sale, if warranted; (d) assisting the Debtor in reviewing, estimating and resolving claims asserted against its estate; (e) negotiating and preparing a feasible plan of reorganization and all related documents; (f) preparing legal papers; and (g) other bankruptcy-related legal services. Riemer & Braunstein received a retainer in the amount of $30,000, of which $18,655.51 was used to pay the firm's pre-bankruptcy services while $1,717 was used to pay the filing fee. Alan Braunstein, Esq., a partner at Riemer & Braunstein, 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 and does not represent any interest adverse to the Debtor and its estate. Riemer & Braunstein can be reached at: Alan L. Braunstein, Esq. Riemer & Braunstein LLP 100 Cambridge Street Boston, MA 02114 Tel: (617) 523-9000 Fax: (617) 880-3456 Email: abraunstein@riemerlaw.com About Sago Technology Sago Technology, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-07313) on June 10, 2021. At the time of filing, the Debtor estimated $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge A Benjamin Goldgar presides over the case. Phillip J Block, Esq., at Riemer & Braunstein LLP, represents the Debtor as legal counsel. SAN ISABEL TELECOM: Seeks to Hire M&A Advisory as Investment Banker ------------------------------------------------------------------- San Isabel Telecom seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ M&A Advisory Group, LLC as its investment banker. The Debtor needs the firm's services to sell or assign its Federal Communications Commission license for the use over-the-air radio spectrum with a call sign of WPOI2411. The Debtor will pay the firm the greater of $15,000 or 7.5 percent of the aggregate gross economic value it will receive from the sale. As disclosed in court filings, M&A Advisory Group has no connection with the Debtor, creditors or any party in interest. The firm can be reached through: Patrick J. O'Keefe M&A Advisory Group, LLC Denver, CO Phone: 303-903-3875 Email: patrick@maadvisorygroup.com About San Isabel Telecom Denver-based San Isabel Telecom sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-12534) on May 12, 2021. San Isabel Telecom President Jawaid Bazyar signed the petition. In the petition, the Debtor disclosed total assets of $2,263,776 and total of liabilities of $1,598,956. Judge Kimberley H. Tyson oversees the case. Hoff Law Offices, P.C. and M&A Advisory Group, LLC serve as the Debtor's legal counsel and investment banker, respectively. SEADRILL LTD: Faces Terminated Worker Class Action Lawsuit ---------------------------------------------------------- Alex Wolf of Bloomberg Law reports that bankrupt Seadrill Ltd. has been hit with a terminated worker class action. Seadrill broke federal law by failing to provide sufficient notice to employees before conducting mass layoffs in early March 2021, according to a proposed class action complaint filed in the offshore oil driller's bankruptcy proceedings. The Houston-based company is required, under the federal WARN Act, to give at least 60 days notice to several employees it terminated just weeks after its Chapter 11 filing in February 2021, plaintiff Corey Kimble said in a complaint filed Monday with the U.S. Bankruptcy Court for the Southern District of Texas. About Seadrill Ltd. Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) -- http://www.seapdrill.com/-- is a deepwater drilling contractor providing drilling services to the oil and gas industry. As of March 31, 2018, it had a fleet of over 35 offshore drilling units that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up rigs. On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection after reaching terms of a reorganization plan that would restructure $8 billion of funded debt. It emerged from bankruptcy in July 2018. Demand for exploration and drilling has fallen further during the COVID-19 pandemic as oil firms seek to preserve cash, idling more rigs and leading to additional overcapacity among companies serving the industry. In June 2020, Seadrill wrote down the value of its rigs by $1.2 billion and said it planned to scrap 10 rigs. Seadrill said it is in talks with lenders on a restructuring of its $5.7 billion bank debt. Seadrill Partners LLC, a limited liability company formed by deep-water drilling contractor Seadrill Ltd. to own, operate and acquire offshore drilling rigs, along with its affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020, after its parent company swept one of its bank accounts to pay disputed management fees. Mohsin Y. Meghji, authorized signatory, signed the petitions. On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited, and Asia Offshore Rig 3 Limited sought Chapter 11 protection. Seadrill GCC estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the Court. The lead case is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427). Seadrill Limited disclosed $7.291 billion in assets against $7.193 billion in liabilities as of the bankruptcy filing. In the new Chapter 11 cases, Kirkland & Ellis LLP is counsel for the Debtors. Houlihan Lokey, Inc., is the financial advisor. Alvarez & Marsal North America, LLC, is the restructuring advisor. The law firm of Jackson Walker L.L.P. is co-bankruptcy counsel. The law firm of Slaughter and May is co-corporate counsel. Advokatfirmaet Thommessen AS is serving as Norwegian counsel. Conyers Dill & Pearman is serving as Bermuda counsel. Prime Clerk LLC is the claims agent. SECURE ENERGY: S&P Rates New C$150MM Senior Unsecured Notes 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Secure Energy Services Inc.'s C$150 million of proposed senior unsecured notes due 2026. The '3' recovery rating reflects its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in a default scenario. The company plans to use the note proceeds to refinance a portion of the second-lien notes at Tervita Corp., following the completion of the merger between the two companies, which is expected to occur in the third quarter of 2021. The proceeds will initially be deposited in an escrow account and would be mandatorily redeemable if the merger of Secure and Tervita does not close. S&P said, "Because the proposed issuance is leverage neutral, our ratings on Secure are unchanged. On April 12, 2021, we assigned the company a 'B' issuer credit rating with a positive outlook following the company's announcement to merge with Tervita. In our view, the consolidation will enhance Secure's scale of operations and strengthen its market share in Western Canada." In addition, Secure and Tervita have complementary assets, which should provide for increased consolidated utilization and potential for operational cost savings. The positive outlook reflects the potential for an upgrade in the 12 months following completion of the merger, if the company successfully integrates with Tervita, and is able to increase and sustain its weighted-average funds from operations (FFO)-to-debt ratio above 20%. S&P said, "Based on our forecasts, we project adjusted FFO-to-debt of close to 20% in 2022, with the potential for further improvement in 2023. Our estimates assume management will adhere to moderate financial policies and use free cash flows toward debt repayment." ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- S&P assigned a 'B' issue-level rating and '3' recovery rating to Secure's C$150 million proposed senior unsecured notes. The '3' recovery rating reflects its expectations for meaningful (50%-70%; rounded estimate: 55%) recovery in a default scenario. -- S&P's recovery analysis incorporates a pro forma capital structure, assuming the merger transaction with Tervita is completed. -- S&P's assume the C$800 million credit facility and remaining outstanding amount under the second-lien Tervita notes (US$400 million) will be secured by all assets of the combined entity. -- S&P has valued Secure (pro forma its combination with Tervita) on a going-concern basis, using a 5x multiple of its projected emergence EBITDA, which is lower than that of peers but reflects the relatively high amount of asset retirement obligations in the combined company's capital structure. -- S&P's default scenario takes place in 2024, following a sustained period of weak crude oil and natural gas prices globally that leads to significantly reduced industry activity and an associated decline in demand for the company's products and services. -- S&P's recovery analysis assumes that secured revolver lenders (85% drawn assumed on the credit facility) are fully covered. -- S&P assumes the C$30 million of unsecured Export Development Canada bilateral facility ranks pari passu with the proposed unsecured notes. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: About C$270 million -- EBITDA multiple: 5.0x Simplified waterfall -- Net enterprise value (after 5% administrative costs): C$1.3 billion -- Priority claims (first and second-lien debt): C$1.15 billion -- Collateral available to unsecured noteholders: C$110 million -- Unsecured debt claims (unsecured notes/unsecured letters of credit facility): C$185 million --Recovery expectations: 50%-70% (rounded estimate: 55%) All debt amounts include six months of prepetition interest. SECURE HOME: Exits Chapter 11 Under Restructuring Plan ------------------------------------------------------ Rodeny Bosch of Security Sales and Integration reports that Secure Home Holdings -- which operates five affiliates including nationwide security provider My Alarm Center -- has successfully completed a deleveraging and recapitalization transaction. Secure Home Holdings filed for Chapter 11 protection in Delaware in April 2021. Completion of the restructuring plan makes available the capital to considerably scale the company's organic sales engine, restart its acquisition programs and execute on other long-term plans for strategic growth, according to an announcement. The company previously stated that all of its senior lenders and other key stakeholders agreed to support a prepackaged plan of reorganization to eliminate approximately $235 million of legacy debt obligations. The company received commitments from its senior lenders for $15 million of fresh capital to continue providing uninterrupted service to its customers during the restructuring, while also meeting its financial obligations to vendors and employees. The company’s largest unsecured creditors included various interests of investment management company Invesco Ltd., which was owed more than $39 million, and Goldman Sachs Specialty Lending Group, which was owed nearly $34 million. My Alarm Center's other security brands are Alarm Monitoring Service of Atlanta; Fort Worth, Texas-based Hawk Security Services; Los Angeles-based ACS Security; and DIY wireless system provider LivSecure. Together the brands staff around 475 employees, including call center personnel, security guards, monitoring and central station dispatch staff, service technicians, sales representatives and administrative staff. "The company is backed by strong new ownership including funds managed by Invesco as controlling shareholder. Our new owners share the management team's strategic vision of continuing our core mission to provide an outstanding experience for all of our partners, customers, and employees as well as growing the business through the creation of high-quality profitable accounts," states CEO Amy Kothari. My Alarm Center has been a leader in acquisitions of accounts and businesses in the residential home security industry for more than 20 years. The company's acquisition vehicle, Alarm Capital Alliance, focuses on small and midsized security companies. The announcement states the company expects to soon execute on several acquisitions focusing on regions where it has a strong geographic footprint, including the Philadelphia Tri-State area, Atlanta, Dallas, Fort Worth, Houston, San Antonio, Los Angeles and Seattle. About Secure Home Holdings Newtown Square, Pa.-based Secure Home Holdings, LLC, and its affiliates are a national provider of technologically advanced security solutions, including residential and commercial security systems, home automation systems, smoke and carbon monoxide detectors, and other security solutions in communities throughout the United States. On April 25, 2021, Secure Home Holdings LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10745). At the time of the filing, Secure Home had between $100 million and $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Chipman Brown Cicero & Cole, LLP as bankruptcy counsel; Skadden, Arps, Slate, Meagher & Flom, LLP as special bankruptcy counsel; M3 Advisory Partners, LP as financial advisor; and Raymond James & Associates, Inc., as their investment banker. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. SHARPE CONTRACTORS: Plan to Pay Income, Shane Sharpe to Unsecureds ------------------------------------------------------------------ Sharpe Contractors, LLC, submitted a Third Amended Disclosure Statement with regard to its Chapter 11 Plan dated June 15, 2021. The Second Amended Disclosure Statement was amended to provide for an additional judgment lien creditor, to modify the treatment of the Class 2 Secured Creditor, to provide for assumption of two executory contracts; and to add a default provision for Released Party Shane Sharpe. This Disclosure Statement is being amended to include a more detailed explanation of Shane Sharpe's company JMK Construction, LLC and to more accurately describe the source funds to fund the Plan. Shane Sharpe operates another construction company formed under the entity JMK Construction Group, LLC. JMK is a Georgia based limited liability company formed for the purpose of bidding and securing work in the petroleum and retail construction sectors. Shane Sharpe is the sole owner of JMK Construction, LLC. JMK was originally formed on September 24, 2020. Since the filing of this Chapter 11 case, Sharpe Contractors, LLC has maintained two contracts with AVR Atlanta Hotel, SLLC and AVR Atlanta Hotel NW Tenant, LLC. Those projects have an estimated completion time of 4 months from the date of filing of this Disclosure Statement. Sharpe Contractor's status as a debtor-in possession in an active Chapter 11 case has made it difficult for Mr. Sharpe to procure new projects through Sharpe Contractors, LLC, as vendors will not extend any credit to a debtor inpossession. As a result, Mr. Sharpe has used JMK to procure new contracts in the retail and petroleum construction sectors given the slow-down in the hospitality sector as a result of COVID-19. Mr. Sharpe estimates that he will make approximately $390,000.00 annually between projects procured through JMK and, once Sharpe has successfully reorganized, through Sharpe Contractors. It is important to remember than the entire unsecured creditor pool will be funded completely from Mr. Sharpe's personal income, and JMK is expected to have similar profit margins to Debtor. The only remaining amount to be paid under the Plan is a $2,793.83 monthly payment to the Class 1 Secured Claimant over 6 years. To the extent Debtor cannot make this payment, Mr Sharpe or JMK will make the secured payment to the Class 1 Secured Claimant. Pursuant to Section 8.4.1 of the Plan, Debtor and JMK shall be jointly and severally liable to each creditor for the amounts owed under the Plan once the confirmation order becomes a final order. Shane Sharpe shall remain the Managing Member of the Debtor and be compensated in the amount of approximately $240,000 per year to the extent the Debtor can afford to pay Mr. Sharpe. Mr. Sharpe is confident he can generate sufficient income from both a combination of contracts procured through JMK and, subsequent to plan confirmation, through the Debtor, to support the plan payments. Mr. Sharpe owns his personal residence with his wife; therefore, any equity in his personal residence is split between he and his wife. Any cash available as of the day of this Disclosure Statement is jointly owned by he and his wife. Mr. Sharpe has no plans or intentions to form a new construction company at this time. After plan confirmation and to the extent necessary to fund the Plan, Mr. Sharpe plans to sell his existing residence and downsize to a residence where the mortgage payment will be between $4000.00 and $5,000.00 per month. Mr Sharpe and his wife own their home as joint tenants in common and have approximately $600,000 of equity in their home. Mr. Sharpe plans to use his half of the sales proceeds to fund the Plan and the other half to put a down payment on a home that will carry a lower debt service. Like in the prior iteration of the Plan, Holders of Class 9 non insider general unsecured creditors shall be paid a pro rata share of $800,000.00. Mr. Shane Sharpe shall contribute the entire amount of the disbursements to Class 9 in 14 semi-annual payments of $40,000.00. Each equity security holder will retain its/his Interest in the Reorganized Debtor as such Interest existed as of the Petition Date. This class is not impaired and is not eligible to vote on the Plan. Funds necessary to fund the plan will be derive from two sources. The payments to the Class 1 creditors will be made by the Debtor form its operating income. The payments to unsecured creditors will be made by Shane Sharpe, the Debtor's sole member. Mr. Sharpe shall contribute a total of $800,000.00 to the General Unsecured Creditors over a 7 year time frame. A full-text copy of the Third Amended Disclosure Statement dated June 15, 2021, is available at https://bit.ly/3iXEw7h from PacerMonitor.com at no charge. Attorney for Debtor: Will B. Geer Georgia Bar No. 940493 50 Hurt Plaza, SE, Suite 1150 Atlanta, Georgia 30303 Tel: (404) 233-9800 Fax: (404) 287-2767 About Sharpe Contractors Sharpe Contractors, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. Case 20-72638) on Dec. 14, 2020. At the time of filing, the Debtor estimated 100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. The Debtor hired Wiggam & Greer, LLC, as counsel, and Simmons & Jamieson, CPA as accountant. SLIM DOLLAR: Plan Crams Down, Removes Junior Liens -------------------------------------------------- Slim Dollar Realty Associates, LLC, filed with the Bankruptcy Court a Second Amended Plan of Reorganization dated June 11, 2021 and a corresponding Disclosure Statement. The Debtor's bankruptcy filing was prompted to stop the foreclosure proceeding of the Debtor's real property located at 19 Woodhill Hooksett Road, Bow, New Hampshire, initiated by the first lien holder. The bankruptcy aims to allow the Debtor to work out a repayment plan with the first lien creditor. The Debtor's Plan will be funded through the rent income from the Property at $5,600 monthly. Upon confirmation, the tenant will enter into a five-year lease with the Debtor. * Classes of Claims and their treatment under the Plan a. Class 1 Administrative Claims. Class 1 Claims consist of outstanding amounts, net of retainers, owed to professionals retained by the Debtor. b. Class 2 Tax Claims. Class 2 Tax Claims consist of $450 of taxes owed to the Internal Revenue Service. c. Class 3 Tax Claims Class 3 consists of claims due to the Town of Bow for prepetition real estate taxes aggregating $36,246. The Debtor intends to pay Class 3 Claims $6,400 as of the first payment, and then each month thereafter at $800 monthly. The final payment to the Town of Bow will be a balloon payment for the remaining outstanding prepetition taxes. The Debtor will pay postpetition real estate taxes directly to the Town of Bow at $1,366 monthly for current real estate taxes, which amount may increase depending on the tax bill. d. Class 4 Secured Claim Class 4 consists of the allowed secured claim of Peter W. Horne Revocable Trust (first mortgage holder) for the mortgage on the Debtor's property aggregating $616,478. The Debtor proposes to pay $2,551 monthly towards the mortgage, pursuant to the Plan. The Debtor also plans on rewriting the terms of the mortgage and note whereby the first mortgage holder will have a mortgage for $690,100 at 2% interest, with monthly payments of principal and interest for 60 months amortized over 30 years. In the event the Debtor fails to refinance the remaining amount of the mortgage at the end of the 60 months, or if the Debtor fails to make any monthly payment due to Peter Horne, Trustee, in full and on time, or if the Debtor fails to pay current and past due real estate taxes as outlined under the Plan, the Debtor shall assent to the mortgage holder seeking relief from the automatic stay and commence foreclosure proceedings against the real estate without objection by the Debtor. e. Class 5 Unsecured Claims. The Class 5 consists of the general unsecured creditors with unimpaired claims for approximately $1,200. The Debtor anticipates paying these unsecured creditors in full upon confirmation as they are utility payments to creditors. f. Class 6A Unsecured Claim - Deficiency Resulting from Mortgage Cram Down Class 6A is an unsecured claim resulting from the cram down of the mortgage of Saphire Financial, LLC. Saphire Financial, LLC holds a second mortgage on the Debtor's property for $200,000, which will be reduced to $50,000. After the first mortgage amount and outstanding real estate taxes, there is no equity in the Debtor's real estate to secure the second mortgage rendering it unsecured. Class 6A unsecured lien holder will receive a 5% dividend payable over 60 monthly installments (or monthly payments of $125) and a reduced mortgage against Debtor's property for $50,000, pursuant to an agreement between the Debtor and Saphire. Saphire, pursuant to the agreement with the Debtor, will not receive any payments under the mortgage. At the time that the Debtor refinances its first mortgage with Peter Horne Trust, Saphire will subordinate its mortgage to the Peter Horne Trust only. g. Class 6B Unsecured Claim – Deficiency Resulting From Removal of Attachment Class 6B consists of the unsecured claim resulting from the removal of the lien of Influx Capital, LLC, who holds a third position lien against the Debtor's property. The property had an attachment of $825,000, which was released by agreement of the parties following the resolution of an adversary proceeding. The entire amount of Class 6B Claim will be treated as an unsecured claim. Class 6B unsecured lien holder will receive a dividend distribution of the total claim equal to a 5% dividend payable over 60 monthly installments. The amount of unsecured claims approximates $1,025,000. Under a Chapter 7 liquidation, the Debtor said that dividends to unsecured claims may be less than the 5% recovery proposed to unsecured creditors under the Plan. The Plan contemplates the distribution of $18,429 within 30 days upon Plan confirmation, as follows: Class 1 Administrative Claims $5,000 US Trustee $650 Class 2 Tax Claims (IRS) $450 Class 3 Tax Claims (Town of Bow) $6,400 Class 3 Tax Claims (Town of Bow) $1,366 Class 4 Secured Claim $2,551 Class 5 Secured Claim $1,200 Class 6A Unsecured Claim Deficiency on Cram Down $125 Class 6B Unsecured Claim Deficiency on Cram Down $688 The Debtor urged holders of claims in Class 6A and Class 6B to vote in favor of the Plan. Voting deadline is June 25, 2021. The Court will consider confirmation of the Plan at 9 a.m. on July 2, 2021. A copy of the Disclosure Statement is available for free at https://bit.ly/35jbzdV from PacerMonitor.com. About Slim Dollar Realty Associates Slim Dollar Realty Associates, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 19 Woodhill Hooksett Road Bow, N.H. Slim Dollar Realty Associates filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 20-10761) on Aug. 24, 2020. Charles R. Sargent, Jr., manager, signed the petition. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Bruce A. Harwood oversees the case. Victor W. Dahar, P.A., serves as Debtor's legal counsel. SPARKS TOURISM: Moody's Affirms Ba2 Rating on $76.4MM Tax Bonds --------------------------------------------------------------- Moody's Investors Service has affirmed the Ba2 rating on the City of Sparks Tourism Improvement District No. 1, NV's special tax bonds totaling $76.4 million. The outlook is stable. RATINGS RATIONALE The Ba2 rating reflects the narrow pledge of revenues from a concentrated tax base that has seen healthy recent revenue growth despite the pandemic related shutdown in the state and is producing sufficient yearly debt service coverage. The escalating debt service structure and large bullet maturity that requires the use of the cash-funded reserve fund to fully cover debt service add considerable risk, especially should revenues begin to decline. Projected development within the project will help solidify revenue receipts, however uncertainty regarding the stability of current tenants remains. RATING OUTLOOK The stable outlook reflects Moody's expectation that the current level of pledged receipts will fully cover annual debt service with the beneficial impact of continued in-fill growth in the project's tenant mix. The outlook also incorporates Moody's expectation of continued growth in pledged sales taxes and no debt service reserve draws in the near-term. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING Sustained trend of revenue increases leading to improved debt service coverage Significant and sustained commercial expansion within project area FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING Diminished tax receipts resulting in an inability to cover annual debt service Loss of project area tenants that materially impacts the district's sales tax receipts LEGAL SECURITY The bonds are secured by a senior lien pledge of 75% of sales tax revenues generated within the district through fiscal 2028, net of an administration fee of 1.75%. The distribution of pledged sales taxes will cease no later than June 30, 2028. The bonds were authorized under Nevada's Tourism Improvement District Law of 2005 that enabled creation of the district by the City of Sparks (A2) in 2007. Under statute, the preponderance of sales tax collections within the district must be attributable to tourism activity, subject only to a prior one-time certification. PROFILE The Sparks Tourism Improvement District No. 1 is located in the City of Sparks which is part of Washoe County (Aa2 stable) in the western part of Nevada and shares a border with the City of Reno (A1 stable). The city covers 36.55 square miles and serves 103,230 people while the district consists of a retail, dining and entertainment development called The Outlets at Legends. METHODOLOGY The principal methodology used in this rating was US Public Finance Special Tax Methodology published in January 2021. TCT GROUP: Hits Chapter 7 Bankruptcy, Stops Operations ------------------------------------------------------ Clarissa Hawes of Freight Waves reports that THT Group Inc., a medical clinic chain that provided vital health care services for truck drivers, shuttered its doors and filed for Chapter 7 bankruptcy on Thursday, June 10, 2021. The THT Group Inc., doing business as Truckers Health Team, has closed all 14 of its clinics at various Pilot Flying J Travel Centers across the country. The medical clinics provided Department of Transportation (DOT) physicals and health assessments and offered programs to help truckers manage chronic conditions such as diabetes, hypertension and obesity. The clinics were convenient for drivers because of their access to truck parking at the Pilot locations. News of the clinics' closures came just months after the company issued a statement announcing it was rebranding and adding new executives and board members in November 2020. The clinics were previously known as Urgent Care Travel. Although headquartered in Westlake Village, California, THT Group filed its Chapter 7 bankruptcy petition in the U.S. Bankruptcy Court for the Northern District of Texas. In its filing, THT Group lists its assets as between $100,000 and $500,000 and its liabilities as between $1 million and $10 million. It states it has between 200 and 999 creditors. The company maintains that no funds will be available for unsecured creditors once it pays administrative fees. Charles "Rick" Weber, CEO of THT Group, did not return FreightWaves' telephone call or email seeking a comment about the health care chain's abrupt closure. The company's attorney, Ryan Manns, also did not respond to FreightWaves' request for comment. Among the clinics' top 20 secured creditors are: Chrysler Capital of Fort Worth, Texas, owed over $25,000; Kingsbridge Holdings LLC of Oklahoma, owed nearly $33,000 for trailer leases; and Vanguard Modular Building Systems of Philadelphia, owed nearly $17,000. Listed among the company's top 20 unsecured creditors — which are last in line for payment in Chapter 7 cases — are Shumaker Mallory LLP in Los Angeles, owed nearly $56,000; Phillippe Ludwig, owed more than $57,000; and Pilot Travel Centers, headquartered in Knoxville, Tennessee, owed nearly $42,000. According to the trucking company's financials, its gross revenues were over $2.3 million in 2019, but dropped to around $1.9 million in 2020. THT Group posted revenue of more than $557,000 for the first six months of 2021. A creditors’ meeting is scheduled for July 16, 2021. About THT Group Inc. The THT Group Inc., which does business as Truckers Health Team, headquartered in Westlake Village, California, provides vital health care services for truck drivers. It sought Chapter 7 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 21-31087) on June 10, 2021. In the petition signed, it listed assets between $100,000 and $500,000 and its liabilities between $1 million and $10 million. The case is handled by Honorable Judge Stacey G. Jernigan. Ryan E. Manns of Norton Rose Fulbright US LLP is the Debtor's counsel. TGP HOLDINGS III: Moody's Hikes CFR to B2, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded TGP Holdings III LLC's (Traeger) Corporate Family Rating to B2 from B3 and Probability of Default Rating to B2-PD from B3-PD. Moody's also assigned B2 (LGD4) ratings to the company's proposed new credit facilities which include a $125 million 5-year senior secured revolving credit facility, a $510 million 7-year senior secured term loan and a $50 million 7-year senior secured delayed draw term loan. The outlook is stable. Proceeds from the new facilities will be used to refinance existing debt and for general operating needs including potential future acquisitions. Upon closing of the new facilities and repayment of the existing facilities, Moody's plans to withdraw the B2 ratings on the existing revolving credit facility and first lien term loans and also withdraw the Caa2 on the existing second lien term loans. The upgrade of the CFR to B2 follows Traeger's stronger operating performance and credit metrics as well as continued momentum that Moody's expects will be sustained throughout 2021 and 2022. Traeger generated strong sales during the pandemic and Moody's expects that the company will continue to exhibit good operating performance over the next 12 to 18 months as it focuses on its direct to consumer business and expands its relationships with large national retailers and e-commerce companies. Demand for the company's grills and pellets increased during the pandemic as consumers cooked more at home and spent less of their disposable income on dinning out and travel. Moody's expects most of this demand will remain despite food services reopening as the company expands its distribution channels and consumers cook more at home than prior to the pandemic. Additionally, the strong US housing market will continue to support demand for grills in suburban areas where grilling is more prevalent. Moody's expects that Traeger is on pace to improve sales by approximately 30% in 2021 and low single digits in 2022, however macro headwinds -which include inbound transportation and commodities- and higher labor and marketing costs will dampen EBITDA margins such that they are lower by around 200 basis points compared to 2020. Moody's further expects that Debt-to-EBITDA will decline to around 4.25x over the next 12 to 18 months. The stable outlook reflects Moody's expectation that the company will maintain stable operating performance and that credit metrics will remain within the rating category over the next 12-18 months. Moody's expect the company's leverage will be maintained at around 4.25x debt to EBITDA over the next 12 to 18 months barring any dividend payments or acquisitions. However, given the uncertainty that persists with the pandemic and any pullback that may follow, the company will need to demonstrate a disciplined financial policy in line with operating performance. The following ratings/assessments are affected by the action: Ratings Upgraded: Issuer: TGP Holdings III LLC Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD New Assignments: Issuer: TGP Holdings III LLC Senior Secured 1st Lien Term Loan, Assigned B2 (LGD4) Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B2 (LGD4) Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD4) Outlook Actions: Issuer: TGP Holdings III LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE TGP Holdings III LLC's corporate family rating of B2 reflects the company's moderate leverage, modest scale, narrow product focus, limited product and geographic diversification, and risks associated with private equity ownership. The discretionary nature of the company's relatively expensive grills and accessory products is also a constraint. Traeger's credit profile benefits from its leading market share within the niche wood pellet grill industry and solid brand strength driven by high product quality and very good liquidity. Traeger also has a sizable consumables business of pellets, rubs and sauces that is more resilient to cyclical downturns. Operating performance was strong in 2020 because more consumers stayed at home and spent more on home-based entertainment and food. There are risks to the sustainability of this performance as easing of the pandemic will lead to consumers returning to a more normalized level of away-from-home activities. The coronavirus outbreak and the government measures put in place to contain it continue to disrupt economies and credit markets across sectors and regions. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, there is uncertainty around Moody's forecasts. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The consumer durables industry is one of the sectors most meaningfully affected by the coronavirus because of exposure to discretionary spending. As proposed, the new $125 million senior secured revolving credit facility, the $510 million senior secured term loan facility, and the $50 million senior secured delayed draw facility are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the sum of the greater of $127 million and 100% of LTM EBITDA , plus unused capacity reallocated from the general debt basket (the greater of $63.5 million and 50% of LTM EBITDA), plus unlimited amounts subject to a Maximum Total Net First Lien Leverage Ratio of 4.25x (if pari passu secured). Amounts up to the greater of $63.5 million and 50% of LTM EBITDA may be incurred with an earlier maturity date than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company improves and sustains a higher level of operating profits and expands on product and geographic diversification. An upgrade would also be warranted if the company can generate higher free cash flow with good levels of reinvestment, and sustain debt to EBITDA below 4.0x. Ratings could be downgraded if the company's operating performance or liquidity deteriorates for any reason, or if debt to EBITDA increases above 5.0x for a prolonged period of time. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. TGP Holdings III LLC (TGP) owns Traeger Pellet Grills, LLC (Traeger). Headquartered in Salt Lake City, Utah, Traeger Pellet Grills, LLC is a designer and marketer of wood pellet grills and grilling accessories primarily to consumers in the U.S. market. The company is principally owned and controlled by private equity firm AEA Investors following a 2017 leveraged buyout. Revenue for the last twelve-month period ended September 2020 was about $487 million. TIDEWATER REALTY: Case Summary & 4 Unsecured Creditors ------------------------------------------------------ Debtor: Tidewater Realty Investors, LLC 14266 Burntwoods Road Glenwood, MD 21738 Business Description: Tidewater Realty Investors, LLC Chapter 11 Petition Date: June 16, 2021 Court: United States Bankruptcy Court District of Maryland Case No.: 21-13991 Judge: Hon. Nancy V. Alquist Debtor's Counsel: Joseph M. Selba, Esq. TYDINGS & ROSENBERG LLP 1 E. Pratt Street Baltimore, MD 21202 Tel: 410-752-9700 E-mail: jselba@tydingslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brett Arnold, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WX2WXNQ/Tidewater_Realty_Investors_LLC__mdbke-21-13991__0001.0.pdf?mcid=tGE4TAMA TIVITY HEALTH: Moody's Rates New First Lien Credit Facilities 'B2' ------------------------------------------------------------------ Moody's Investors Service assigned B2 ratings to Tivity Health, Inc.'s proposed new senior secured first lien credit facilities, which consist of a new $100 million revolver due 2026 and a new $400 million term loan due 2028. Proceeds from the new term loan along with cash on balance sheet will be used to repay the existing first lien term loan ($430 million outstanding) and related expenses. Moody's will withdraw the B2 rating on its existing first lien credit facilities upon the close of the transaction. The proposed refinancing transaction has no impact to Tivity's B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR) and stable outlook. Moody's projects leverage will be within the range expected for the rating by the end of fiscal year 2022 and the company will need to navigate several operating challenges to be considered for an upgrade. This transaction also has no impact to the company's Speculative Grade Liquidity SGL-1 rating. Moody's considers this refinancing transaction as overall credit positive as the transaction is expected to lower debt and leverage, extend the maturity profile and reduce mandatory annual amortization to 1% of principal. Moody's took the following rating actions: Assignment: Issuer: Tivity Health, Inc. Proposed new senior secured first lien credit facility ($100 million revolver and $400 million term loan), Assigned B2 (LGD3) LGD Adjustments: Issuer: Tivity Health, Inc. existing Senior Secured Bank Credit Facility LGD adjusted to (LGD3) from (LGD4) RATINGS RATIONALE The B2 CFR reflects Tivity's modest debt-to-EBITDA leverage. Pro forma for the refinancing, Moody's lease adjusted debt-to-EBITDA will improve from about 3.0x for the trailing twelve months ended March 31, 2021 to about 2.7x due to the $30 million reduction in debt. However, Moody's expects debt-to-EBITDA will rise to the low 3.0x by fiscal year end 2022 as the EBITDA margin returns to the pre-pandemic level in FY22 along with a revenue recovery. During the last year, given the nature of a portion of its contracts for the SilverSneakers program (paid as per member per month regardless of number of gym visits), the company was able to show significant margin expansion which resulted in an increase in earnings for the LTM period (management adjusted EBITDA margin of 43%) vs FY2019 (management adjusted EBITDA margin of 23%). This is despite a significant drop in revenue (LTM revenue of $386 million is about a 40% drop vs FY2019 revenue of $633 million). Moody's does not expect this outsized margin profile to be sustainable and expects the margin will return to pre-pandemic level in FY22 once revenue starts to recover. The rating also reflects the company's modest scale, business concentration in the Healthcare segment, as well as revenue concentration that the company's SilverSneakers program has to large health insurance companies which reimburse it for its services. The loss of one or more of these payors or reduction in rates would be a material headwind that would weaken revenue and earnings. However, the rating is supported by Tivity's established market position in fitness and health improvement programs for seniors through its SilverSneakers brand. SilverSneakers is a leading fitness program specifically designed for older adults, offered through Medicare Advantage and Medicare Supplement plans. Hence, for the SilverSneakers program, Tivity is paid by health insurance companies that offer Medicare Advantage programs. Favorable demographic trends in the US reflect an increasing number of seniors turning 65 and signing up and tapping into Medicare Advantage programs. This will expand the company's addressable market as the pool of individuals eligible to participate in the SilverSneakers programs increases. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Moody's expects the coronavirus concern to continue to subside over the course of 2021 as a growing share of the public has been vaccinated. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that leverage will be in the low 3.0x by the end of FY22 as the EBITDA margin returns to a pre-pandemic level along with a revenue recovery. The stable outlook also reflects Moody's view that the company will be able to maintain at least good liquidity. The company will need to successfully address serveral operating challenges to be considered for an upgrade including retention of the membership base, restoring utilization levels at or close to pre-pandemic levels, and contract renewals with healthcare providers at rates that do not meaningfully reduce EBITDA. The company will also need to sustain Moody's adjusted debt-to-EBITDA below 3.0x along with very good liquidity to be considered for an upgrade. The ratings could be downgraded if operating performance weakens from reductions in the membership base, low service utilization, a loss of a large customer, or rate pressure from payers. Debt-to-EBITDA leverage sustained above 4.0x or weakening liquidity could also prompt a downgrade. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include: 1) Incremental debt capacity in an aggregate amount up to the sum of the greater of $167.5 million and 100% of trailing four quarters consolidated EBITDA, plus additional amounts subject to a 4.0x first lien net leverage requirement (if pari passu secured). No portion of the incremental may be incurred with an earlier maturity than the initial term loans; 2) Only wholly owned subsidiaries must provide guarantees; partial dividends or transfers of ownership interest resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases; 3) There are no expressed "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to covenant carve-out capacity and other conditions; and 4) The credit agreement is expected to provide some limitations on up-tiering transactions, including the requirement that 100% of directly affected lenders consent to amendments: (i) subordinating, or having the effect of subordinating the obligations or the liens securing such obligations to any other indebtedness; and (ii) to the waterfall and/or pro rata sharing provisions. The proposed terms and the final terms of the credit agreement can be materially different. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Based in Franklin, TN, Tivity Health, Inc. is a provider of fitness and health improvement programs for mostly older adults in the US. Key brand is its SilverSneakers brand that provides fitness programs to older adults. Pro forma for the divestiture of its nutrition business in December 2020, the publicly-traded company generated approximately $386 million of revenue for the LTM period ended March 31, 2021. VAMCO SHEET: Seeks to Hire Alla Kachan as Legal Counsel ------------------------------------------------------- Vamco Sheet Metals, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Alla Kachan, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: a) assisting the Debtor in administering its bankruptcy case; b) filing such motions or taking such action as may be appropriate or necessary under the Bankruptcy Code; c) representing the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as the Debtor deems appropriate; d) taking the necessary steps to marshal and protect the estate's assets; e) negotiating with creditors in formulating a plan of reorganization for the Debtor; f) preparing and implementing the Debtor's plan of reorganization; and g) additional legal services as the Debtor may require in its case. The firm's fees range from $250 per hour for clerks' and paraprofessionals' time, and $475 per hour for attorney time. The Law Offices of Alla Kachan received an initial retainer of $20,000. As disclosed in court filings, the Law Offices of Alla Kachan is a disinterested person under Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alla Kachan, Esq. The Law Offices of Alla Kachan, PC 415 Brighton Beach Ave Brooklyn, NY 11235 Phone: (718) 513-3145 Fax: 347-342-3156 Email: alla@kachanlaw.com About Vamco Sheet Metals Jamaica, N.Y.-based Vamco Sheet Metals, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-40385) on Feb. 18, 2021. Joyce Vettorino, president, signed the petition. At the time of the filing, the Debtor disclosed $1,099,467 in total assets and $3,103,368 in total liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor tapped the Law Offices of Alla Kachan, PC as legal counsel and Terrence O'Connor, PC and Edmond R. Shinn, Esq. LTD. as special counsel. WASHINGTON PRIME: Chapter 11 Valuation Muddied by Covid Recovery ---------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that mall owner Washington Prime Group may have to contend with a valuation fight during its trip through Chapter 11 bankruptcy. Vaccine roll-outs, declining government restrictions and improving consumer confidence made it "difficult to identify an appropriate valuation" for Washington Prime and "in turn, the appropriate recovery to junior stakeholders in a restructuring," according to a presentation from the company’s lawyers in its first-day bankruptcy hearing on Monday, June 14, 2021. As a result, Washington Prime has suggested a baseline recovery for shareholders with the ability to "toggle" to a better plan if one arises, per the presentation. About Washington Prime Group Washington Prime Group Inc. (NYSE: WPG) -- http://www.washingtonprime.com/-- is a retail REIT and a recognized leader in the ownership, management, acquisition and development of retail properties. The Company combines a national real estate portfolio with its expertise across the entire shopping center sector to increase cash flow through rigorous management of assets and provide new opportunities to retailers looking for growth throughout the U.S. Washington Prime Group Inc. and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-31948) on June 13, 2021. At the time of filing, WPG's property portfolio consists of material interests in 102 shopping centers in the United States totaling approximately 52 million square feet of gross leasable area. The Company operates 97 of the 102 properties. Washington Prime disclosed total assets of $4.029 billion against total liabilities of $3.471 billion as of March 31, 2021. Kirkland & Ellis LLP is serving as legal counsel to the Company, and Alvarez & Marsal North America, LLC is serving as restructuring advisor. Guggenheim Securities, LLC is serving as the Company's investment banker. Jackson Walker LLP is the local bankruptcy counsel. Prime Clerk LLC is the claims agent, maintaining the page http://cases.primeclerk.com/washingtonprime Davis Polk & Wardwell LLP is serving as legal counsel and Evercore Group L.L.C. is serving as investment banker and financial advisor to SVPGlobal. WASHINGTON PRIME: Fitch Downgrades IDR to 'D' Due to Filing ----------------------------------------------------------- Fitch Ratings reports that it has downgraded Washington Prime Group's Long-Term Issuer Default Ratings (IDRs) and Washington Prime Group, LP (collectively WPG) to 'D' from 'RD', due to the company's Chapter 11 filing. Fitch has upgraded WPG's senior unsecured notes to 'CC'/'RR3' from 'C'/'RR4'. The upgrade reflects a lower cap rate Fitch applied to the assets, due to incremental data from recent restructurings and moving closer towards current market values given that the restructuring is more imminent. On June 11, 2021, WPG entered into a restructuring support agreement (RSA) with certain creditors, representing 70% of secured and unsecured debt. On June 13, 2021, the company filed for Chapter 11 under the U.S. Bankruptcy Code. The RSA, which may be subject to change, provides for a deleveraging of the company's balance sheet by nearly $950 million through the equitization of unsecured notes and a $190 million paydown of the revolving credit and term loan facilities. Washington Prime has secured $100 million in debtor-in-possession (DIP) financing to support day-to-day operations during the Chapter 11 process. Fitch may withdraw the ratings within 30 days. WEINSTEIN CO: Challenge to California Extradition Fails ------------------------------------------------------- Law360 reports that a New York state judge on Tuesday, June 15, 2021, denied a challenge from Harvey Weinstein regarding his expected extradition to California to face charges of rape and sexual assault, after the imprisoned film mogul initially won a delay of the proceedings due to faulty paperwork. During an afternoon hearing, Judge Kenneth Case in Buffalo, New York, denied Weinstein's habeas corpus petition that challenged the California extradition, and is expected to issue another order soon allowing for his transport to the Golden State. Weinstein was convicted at trial in Manhattan last year of criminal sexual act and third-degree rape for sexual assault. About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018, after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The official committee of unsecured creditors retained Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley Research Group, LLC, as its financial advisor. WPX ENERGY: Moody's Withdraws Ba3 CFR Following Devon Merger ------------------------------------------------------------ Moody's Investors Service has withdrawn all of WPX Energy, Inc.'s ratings, including its B1 senior unsecured notes rating. This concludes WPX's ratings review that was initiated on September 28, 2020. Withdrawals: Issuer: WPX Energy, Inc. Corporate Family Rating, Withdrawn, previously rated Ba3 Probability of Default Rating, Withdrawn, previously rated Ba3-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Senior Unsecured Regular Bond/Debenture, Withdrawn, previously rated B1 (LGD4) Outlook Actions: Issuer: WPX Energy, Inc. Outlook, Changed To Rating Withdrawn From Rating Under Review RATINGS RATIONALE Devon Energy Corporation (Ba1 positive) and WPX completed their merger on January 7, 2021. On June 9, Devon completed its previously announced exchange offers and related consent solicitations that were initiated on May 10, with approximately $1.96 billion principal amount of WPX notes representing over 97% of the outstanding WPX notes exchanged for Devon notes. Moody's has decided to withdraw WPX's ratings, including the ratings on the WPX notes that remain outstanding, because it believes it has insufficient or otherwise inadequate information to support the maintenance of ratings on WPX. Devon has not guaranteed WPX's remaining notes and WPX will not produce standalone audited financial statements going forward. WPX Energy, Inc. is a wholly-owned subsidiary of Devon Energy Corporation. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Showers of Blessing Inc Bankr. S.D. Ala. Case No. 21-11074 Chapter 11 Petition filed June 8, 2021 See https://www.pacermonitor.com/view/6GKGVWI/Showers_of_Blessing_Inc__alsbke-21-11074__0001.0.pdf?mcid=tGE4TAMA represented by: Barry A Friedman, Esq. BARRY A FRIEDMAN & ASSOCIATES, PC E-mail: bky@bafmobile.com In re Classic Catering Inc. Bankr. N.D. Ala. Case No. 21-40569 Chapter 11 Petition filed June 9, 2021 See https://www.pacermonitor.com/view/TAPYINI/Classic_Catering_Inc__alnbke-21-40569__0001.0.pdf?mcid=tGE4TAMA represented by: Harry P. Long, Esq. THE LAW OFFICES OF HARRY P. LONG, LLC E-mail: hlonglegal8@gmail.com In re Juan Carlos Cuellar and Cynthia I. Olmedo Bankr. N.D. Cal. Case No. 21-30429 Chapter 11 Petition filed June 9, 2021 represented by: Ruth Auerbach, Esq. In re Andre Brave LaRoche and Sharon Anne LaRoche Bankr. E.D. Mich. Case No. 21-44972 Chapter 11 Petition filed June 9, 2021 represented by: Robert Bassel, Esq. In re Mayberry's LLC Bankr. D. Nev. Case No. 21-12946 Chapter 11 Petition filed June 9, 2021 See https://www.pacermonitor.com/view/XAYLZMI/MAYBERRYS_LLC__nvbke-21-12946__0001.0.pdf?mcid=tGE4TAMA represented by: Seth D. Ballstaedt, Esq. BALLSTAEDT LAW FIRM DBA BALL BANKRUPTCY E-mail: help@bkvegas.com In re Adam Robert Lisk Bankr. E.D.N.C. Case No. 21-01320 Chapter 11 Petition filed June 9, 2021 See https://www.pacermonitor.com/view/EGYDKPY/Adam_Robert_Lisk__ncebke-21-01320__0001.0.pdf?mcid=tGE4TAMA represented by: George Mason Oliver, Esq. THE LAW OFFICES OF OLIVER & CHEEK, PLLC E-mail: george@olivercheek.com In re Gin Ivy Gulles Sevilla Bankr. N.D. Cal. Case No. 21-40801 Chapter 11 Petition filed June 10, 2021 In re Sago Technology, Inc. Bankr. N.D. Ill. Case No. 21-07313 Chapter 11 Petition filed June 10, 2021 See https://www.pacermonitor.com/view/USATXUI/Sago_Technology_Inc__ilnbke-21-07313__0001.0.pdf?mcid=tGE4TAMA represented by: Philip J. Block, Esq. RIEMER & BRAUNSTEIN LLP E-mail: pblock@riemerlaw.com In re The Phoenix of Albany, LLC Bankr. N.D.N.Y. Case No. 21-10584 Chapter 11 Petition filed June 10, 2021 See https://www.pacermonitor.com/view/7AHNGPY/The_Phoenix_of_Albany_LLC__nynbke-21-10584__0001.0.pdf?mcid=tGE4TAMA represented by: Justin A. Heller, Esq. NOLAN HELLER KAUFFMAN LLP E-mail: jheller@nhkllp.com In re James Cao Bankr. N.D. Cal. Case No. 21-50806 Chapter 11 Petition filed June 11, 2021 represented by: Chris Kuhner, Esq. In re Derek Liu Bankr. N.D. Cal. Case No. 21-50812 Chapter 11 Petition filed June 11, 2021 represented by: Stephen Finestone, Esq. In re The Lilly Project, Inc. Bankr. N.D. Tex. Case No. 21-31101 Chapter 11 Petition filed June 12, 2021 See https://www.pacermonitor.com/view/AEKVHRQ/The_Lilly_Project_Inc__txnbke-21-31101__0001.0.pdf?mcid=tGE4TAMA represented by: Brandon Tittle, Esq. GLAST PHILLIPS & MURRAY, P.C. E-mail: btittle@gpm-law.com In re The Kingsley Clinic, PLLC Bankr. N.D. Tex. Case No. 21-31100 Chapter 11 Petition filed June 12, 2021 See https://www.pacermonitor.com/view/D2OXPJA/The_Kingsley_Clinic_PLLC__txnbke-21-31100__0001.0.pdf?mcid=tGE4TAMA represented by: Brandon Tittle, Esq. GLAST PHILLIPS & MURRAY, P.C. E-mail: btittle@gpm-law.com In re Ovidio Sandoval Bankr. W.D. Tex. Case No. 21-50744 Chapter 11 Petition filed June 12, 2021 represented by: Morris White, Esq. In re 1915 Brickell Ave 510 C LLC Bankr. S.D. Fla. Case No. 21-15763 Chapter 11 Petition filed June 13, 2021 See https://www.pacermonitor.com/view/NSZOMQI/1915_Brickell_Ave_510_C_LLC__flsbke-21-15763__0001.0.pdf?mcid=tGE4TAMA represented by: David R. Softness, Esq. DAVID R. SOFTNESS, P.A. E-mail: david@softnesslaw.com In re Anne Beverly Ricker Cunningham and William J Cunningham Bankr. D. Colo. Case No. 21-13161 Chapter 11 Petition filed June 14, 2021 represented by: Stuart Carr, Esq. In re Dragonfly Graphics, Inc. Bankr. N.D. Fla. Case No. 21-10110 Chapter 11 Petition filed June 14, 2021 See https://www.pacermonitor.com/view/WNGUOOA/Dragonfly_Graphics_Inc__flnbke-21-10110__0001.0.pdf?mcid=tGE4TAMA represented by: Lisa C. Cohen, Esq. RUFF & COHEN, P.A. E-mail: lisacohen@bellsouth.net In re Joy Lee Revels Bankr. N.D. Fla. Case No. 21-10111 Chapter 11 Petition filed June 14, 2021 represented by: Lisa Cohen, Esq. In re John J. Murphy Bankr. S.D. Fla. Case No. 21-15806 Chapter 11 Petition filed June 14, 2021 represented by: Daniel Etlinger, Esq. In re Tour Bus Leasing, LLC Bankr. M.D. Tenn. Case No. 21-01822 Chapter 11 Petition filed June 14, 2021 See https://www.pacermonitor.com/view/3DTNHFI/Tour_Bus_Leasing_LLC__tnmbke-21-01822__0001.0.pdf?mcid=tGE4TAMA represented by: Steven L. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ E-mail: slefkovitz@lefkovitz.com In re Vern Edward Van Hoy Bankr. M.D. Fla. Case No. 21-00778 Chapter 11 Petition filed June 15, 2021 represented by: Michael Dal Lago, Esq. In re Legacy Hall LLC Bankr. D.C. Case No. 21-00164 Chapter 11 Petition filed June 15, 2021 See https://www.pacermonitor.com/view/SANWVMI/Legacy_Hall_LLC__dcbke-21-00164__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel A. Staeven, Esq. FROST & ASSOCIATES, LLC E-mail: daniel.staeven@frosttaxlaw.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. 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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 ***