/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210625.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, June 25, 2021, Vol. 25, No. 175 Headlines 1121 PIER VILLAGE: Seeks to Hire Asterion Inc. as Financial Advisor 27 PUTNAM AVE: Seeks to Hire Rosenberg & Estis as Special Counsel 96 WYTHE: Wins Cash Collateral Access Thru Sept. 10 ACASTI PHARMA: Incurs $19.7 Million Net Loss in FY Ended March 31 ACASTI PHARMA: Provides Update on Grace Therapeutics Acquisition AIR CANADA: Egan-Jones Keeps CCC Senior Unsecured Ratings ALASKA AIR: S&P Alters Outlook to Positive, Affirms 'BB-' ICR ALEX AND ANI: U.S. Trustee Appoints Creditors' Committee AMSTERDAM HOUSE: May Use Bond Trustee's Cash Collateral ASHFORD HOSPITALITY: Egan-Jones Keeps CCC- Sr. Unsecured Ratings AUGUSTUS INTELLIGENCE: Richards Represents Material Stockholders AVEANNA HEALTHCARE: S&P Assigns 'B-' Rating on Term Loans B&G FOODS: Egan-Jones Keeps B+ Senior Unsecured Ratings BGT INTERIOR: Case Summary & 20 Largest Unsecured Creditors BGT INTERIOR: Files Emergency Bid to Use Cash Collateral BLESSINGS INC: Continues to Have Cash Access Thru August 18 BLUCORA INC: Egan-Jones Keeps B Senior Unsecured Ratings BOUCHARD TRANSPORTATION: Okayed to Creditor Votes for Plan BOY SCOUTS OF AMERICA: Global Plan Likely to be Vetoed, Debtors Say BROOKFIELD PROPERTY: Moody's Alters Outlook on Ba3 CFR to Stable BUCKEYE TECHNOLOGIES: Egan-Jones Keeps BB Senior Unsecured Ratings C & C ENTITY: Wins Cash Collateral Access Thru July 9 CADIZ INC: Stockholders Elect Eight Directors CARBONLITE HOLDINGS: Fee Examiner Taps Frejka PLLC as Legal Counsel CARLA'S PASTA: Unsecureds of CPI to Recover 2% to 4% from Fund CARROLS RESTAURANT: S&P Rates New $300MM Sr. Unsecured Notes 'CCC' CEASARS ENTERTAINMENT: Egan-Jones Keeps CCC Sr. Unsecured Ratings CERTA DOSE: Wins Cash Collateral Access Thru July 8 CHENIERE ENERGY: Egan-Jones Keeps B- Senior Unsecured Ratings CINEMARK HOLDINGS: Egan-Jones Keeps CCC Senior Unsecured Ratings CLEVELAND-CLIFFS INC: S&P Upgrades ICR to 'B', Outlook Positive CM WIND DOWN: Egan-Jones Keeps CCC+ Senior Unsecured Ratings CORPORATE COLOCATION: May Use Cash Collateral Thru August 10 CRED INC: Court Held CFO Alexander in Contempt, Doc Handover Order DENNY'S CORPORATION: Egan-Jones Keeps B Senior Unsecured Ratings DEWIT DAIRY: Seeks Approval to Hire Magic Valley as Auctioneer DIEBOLD NIXDORF: Egan-Jones Keeps CCC Senior Unsecured Ratings EDGEWELL PERSONAL: Egan-Jones Keeps B Senior Unsecured Ratings EUROPCAR MOBILITY: Declines $2.6 Bil. Takeover Bid From Volkswagen FERRO CORPORATION: Egan-Jones Keeps B Senior Unsecured Ratings FIELDWOOD ENERGY: Reaches Chapter 11 Cleanup Bond Deal FLUOR CORPORATION: Egan-Jones Keeps BB- Senior Unsecured Ratings GAMESTOP CORP: CEO Matthew Furlong Joins Board of Directors GATEWAY FOUR: Wins Cash Collateral Access GENESIS INVESTMENT: Files Amendment to Disclosure Statement GIRARDI & KEESE: Additional Claims Filed Ahead of Deadline GLOBAL FOODS: Unsecureds to Recover 21.72% of Claims in Plan GOLDEN HOTEL: Wins Cash Collateral Access Thru Sept. 5 HANESBRANDS INC: Egan-Jones Keeps B+ Senior Unsecured Ratings HARSCO CORPORATION: Egan-Jones Keeps B+ Senior Unsecured Ratings HEALTH ASSET: Claims to be Paid From Sale Proceeds HERMELL PRODUCTS: Gets Final Court Nod on Cash Collateral Access HIGHLAND CAPITAL: Ex-CEO Gets Temporary Sanctions Reprieve HILLTOP AT DIA: Case Summary & 17 Unsecured Creditors HOSPITALITY INVESTORS: Brookfield Takes Over After Plan Okayed HOST HOTELS: Egan-Jones Keeps BB Senior Unsecured Ratings HUSCH & HUSCH: $200K Sale of Rental Homes Approved; Amends Plan INTERDIGITAL INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings INTERNATIONAL AUTO: Case Summary & Unsecured Creditor IONIS PHARMACEUTICALS: Egan-Jones Keeps BB- Sr. Unsecured Ratings ISIS MEDICAL: Unsecureds to Get Net Excess Funds ISTAR INCORPORATED: Egan-Jones Keeps B+ Senior Unsecured Ratings J2 GLOBAL: Egan-Jones Keeps BB Senior Unsecured Ratings JFG HOLDINGS: Confirmation Hearing Slated from July 27 KATERRA INC: U.S. Trustee Appoints Creditors' Committee KINDRED HEALTHCARE: S&P Places 'B+' ICR on CreditWatch Negative KNOW LABS: Receives Additional Patent for Bio-RFIDTM Technology L BRANDS: Egan-Jones Hikes Senior Unsecured Ratings to B- L&L WINGS: Wins Cash Collateral Access Thru Aug. 6 LAMAR ADVERTISING: Egan-Jones Keeps BB- Senior Unsecured Ratings LAWRENCE TECHNOLOGICAL: S&P Affirms 'BB+' 2017 Bonds Rating LBM ACQUISITION: S&P Cuts ICR to B- on Debt-Financed Acquisitions LEGACY HALL: Seeks to Hire Frost & Associates as Legal Counsel LIMETREE BAY: S&P Lowers Debt Rating to 'CCC-', On Watch Negative LIMETREE BAY: Starts Talks With Lenders to Resolve Debt LTS ENTERPRISES: Taps Hector Figueroa-Vincenty as Legal Counsel MACERICH COMPANY: Egan-Jones Keeps BB+ Senior Unsecured Ratings MAD ENGINE: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable MAD RIVER: Seeks Approval to Hire Key Real Estate Group as Broker MANHATTAN HOSPITALITY: 50% of Unsecured Claims Get Paid under Plan MAYBERRY'S LLC: Seeks to Hire Ballstaedt Law Firm as Counsel MEZZ57TH LLC: Wins Interim OK to Use Cash Collateral MIKEN OIL: Seeks Approval to Hire Patrick Kelley as Special Counsel MORRIS MAILING: Wins Cash Collateral Access Thru Nov. 30 MTE HOLDINGS: Luxe Creditors, Adv. Pro. Deals Forged in Plan NEELKANTH HOTELS: Plan to Pay Unsecureds 100% Over Time NORTONLIFELOCK INC: Egan-Jones Keeps B+ Senior Unsecured Ratings NUANCE COMMUNICATIONS: Egan-Jones Hikes Sr. Unsec. Ratings to B+ OCULAR THERAPEUTIX: All 5 Proposals Approved at Annual Meeting OFFICE DEPOT: Egan-Jones Keeps CCC+ Senior Unsecured Ratings ORIGINCLEAR INC: Board Appoints Prasad Tare as CFO PAPER SOURCE: Asks to Dismiss Its Bankruptcy After Sale to Elliott PB 6 LLC: Unsecured Creditors to Recover 100% in Plan PHASE III BUILDING: Unsecureds to Get $300 Quarterly Under Plan PILOCH DISTRIBUTION: U.S. Trustee Objects to Disclosure Statement POWER CORPORATION: Egan-Jones Keeps BB+ Senior Unsecured Ratings PROPULSION ACQUISITION: S&P Raises ICR to 'B-', Outlook Positive RABUN MANOR: May Use Cash Collateral Thru Final Hearing Date RADIAN GROUP: Egan-Jones Keeps BB+ Senior Unsecured Ratings REDDLINE ENERGY: Seeks to Hire EnergyNet.com as Auctioneer REVLON INC: Egan-Jones Keeps C Senior Unsecured Ratings RIVERSTREET VENTURES: Case Summary & 20 Top Unsecured Creditors RND PROPERTIES: Seeks to Hire Adam I. Skolnik as Legal Counsel SCIENTIFIC GAMES: Egan-Jones Keeps CCC Senior Unsecured Ratings STAR GROUP: Egan-Jones Hikes Senior Unsecured Ratings to BB+ STONEX GROUP: Egan-Jones Keeps B+ Senior Unsecured Ratings SUNERGY CALIFORNIA: 3 More Creditors Appointed to Committee SUNLIGHT RIVER: Taps Allen Barnes & Jones as Legal Counsel SUNPOWER CORPORATION: Egan-Jones Cuts Sr. Unsecured Ratings to BB- SYNCHRONOSS TECH: Egan-Jones Withdraws CCC- Sr. Unsecured Ratings TALI CORP: Unsecureds to Receive Nothing Under Plan TCMA TRUCKING: Unsecureds to Be Paid 25% in 60 Months TECHNIMARK HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable THREEESQUARE LLC: Unsecureds to Recoup 5% to 6% of Claims TRI-STATE SPORTS: Unsecureds to Get $100 Monthly Until Paid in Full TUFAIL & ASSOCIATES: Case Summary & 6 Unsecured Creditors UA INVESTMENTS: Taps Eric Thorstenberg as Bankruptcy Attorney US REAL ESTATE: Gets Cash Collateral Access US STEEL: Egan-Jones Hikes Senior Unsecured Ratings to CCC+ VECTOR GROUP: Egan-Jones Keeps CCC Senior Unsecured Ratings WILLCO X DEVELOPMENT: Wins Cash Collateral Access WINDSOR MILL: Unsecureds Will be Paid in Full in 2 Installments WINDSTREAM: Court Dismisses Bankruptcy Settlement Appeal With Uniti WOODBRIDGE HOSPITALITY: Wins Cash Collateral Access WYNN RESORTS: Egan-Jones Keeps CCC+ Senior Unsecured Ratings YOUFIT HEALTH: Lacks Cash for Plan Approval, Case Dismissed ZOHAR FUNDS: Patriarch Accused of Keeping Cash From Investors [^] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace ********* 1121 PIER VILLAGE: Seeks to Hire Asterion Inc. as Financial Advisor ------------------------------------------------------------------- 1121 Pier Village LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Asterion, Inc. as its accountant and financial advisor. The firm's services include: a) providing accounting and reporting services to the Debtors to value their assets; b) creating the Debtors' projections connected to their plan of reorganization; c) analyzing the Debtors' ongoing operations; d) determining if additional assets from which creditors can be paid exist; and e) providing expert testimony if necessary. Asterion will be paid at hourly rates ranging from $125 to $550 depending upon the level of seniority of the individual performing the service. As disclosed in court filings, Asterion is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen Scherf Howard Cohen Asterion, Inc. 215 South Broad Street Philadelphia, PA 19107 Phone: 215-893-9901 About 1121 Pier Village Philadelphia, Pa.-based 1121 Pier Village, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 21-11466) on May 23, 2021. Alex Halim, operating manager, signed the petition. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Eric L. Frank oversees the case. The Debtor tapped Obermayer Rebmann Maxwell & Hippell, LLP as legal counsel and Asterion, Inc. as accountant and financial advisor. 27 PUTNAM AVE: Seeks to Hire Rosenberg & Estis as Special Counsel ----------------------------------------------------------------- 27 Putnam Ave LP, and its affiliates filed anew an application seeking approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Rosenberg & Estis, P.C. as their special real estate counsel. The firm's services include litigation and counseling in connection with rent regulatory status of certain apartment buildings owned by the Debtors in Brooklyn, N.Y. The firm's hourly rates are as follows: Members/Counsel $345 - $990 per hour Associates $225 - $450 per hour Paralegals/Law Clerks/Staff $170 - $265 per hour Rosenberg & Estis will receive reimbursement for out-of-pocket expenses incurred. Luise Barrack, Esq., a partner at Rosenberg & Estis, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Rosenberg & Estis can be reached at: Luise A. Barrack, Esq. Rosenberg & Estis, P.C. 733 Third Avenue New York, NY 10017 Tel: (212) 867-6000/(212) 551-8430 Fax: 212-551-8484 About 27 Putnam Ave LP New York-based 27 Putnam Ave LP and three affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-13412) on Oct. 25, 2019. At the time of the filing, each Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Lisa G. Beckerman oversees the cases. Backenroth Frankel & Krinsky, LLP and Rosenberg & Estis, PC serve as the Debtors' bankruptcy counsel and special counsel, respectively. 96 WYTHE: Wins Cash Collateral Access Thru Sept. 10 --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has authorized 96 Wythe Acquisition LLC to use cash collateral on an interim basis, in accordance with the approved budget, through September 10, 2021, with a 10% variance. The Debtor is authorized to use cash collateral to pay the ordinary, necessary and reasonable expenses of operating the Williamsburg Hotel as they come due in the ordinary course of business during the Interim Period, and without any prepayment or acceleration of expenses. As adequate protection, Benefit Street Partners Realty Operating Partnership, L.P. is granted additional and replacement valid, binding, enforceable, nonavoidable, and automatically perfected postpetition security interests in and liens on, without the necessity of the execution by the Debtor (or recordation or other filing) of security agreements, control agreements, pledge agreements, financing statements, mortgages, or other similar documents, on all property. The Adequate Protection Liens will be junior only to: (A) the Lender's prepetition liens, and (B) other unavoidable liens, if any, existing as of the Petition Date that are senior in priority to the Lender's prepetition liens. The Adequate Protection Liens will be subject to a $10,000 carve-out for Chapter 7 administration expenses to the extent necessary for the Debtor's payment of fees incurred under 28 U.S.C. section 1930 and statutory fees required to be paid to the Clerk of the Court. The Lender is also granted an allowed administrative expense claim in the Case ahead of and senior to any and all other administrative expense claims in the Case, with the exception of the Carve-Out, to the extent of any diminution. The Debtor is required to maintain all necessary insurance as required under the Prepetition Loan Documents, naming the Lender as a notice party and additional insured, and will promptly provide the Lender with proofs of insurance for the Hotel and copies of all documents related to any insurance premium financing arrangement the Debtor may have. The Debtor will deposit all cash it collects from the Petition Date in excess of its expenditures into a segregated debtor-in-possession bank account and will maintain such cash in the DIP Bank Account until further order of the Court. For the avoidance of doubt, the Lender's security interests in and liens on the Cash Collateral will extend to the cash in the DIP Bank Account. These events constitute Events of Default: (i) The Debtor's failure to comply with any of the terms of the Interim Order (including compliance with the Budget); (ii) The obtaining of credit or incurring of indebtedness outside of the ordinary course of business that is either secured by a security interest or lien that is equal or senior to any security interest or lien of the Lender or entitled to priority administrative status that is equal or senior to that granted to the Lender; and (iii) Entry of an order by the Court granting relief from or modifying the automatic stay under section 362 of the Bankruptcy Code to allow a creditor to execute upon or enforce a lien or security interest in any collateral that would have a material adverse effect on the business, operations, property or assets of the Debtor. A final hearing to consider further approval of the use of Cash Collateral on an interim basis is scheduled for September 10 at 10 a.m. A copy of the Order is available at https://bit.ly/35MhXdW from PacerMonitor.com. About 96 Wythe Acquisition LLC 96 Wythe Acquisition LLC is a privately held company whose principal property is located at 96 Wythe Ave, Brooklyn, NY 11249. 96 Wythe Acquisition sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 1-22108) on February 23, 2021. In the petition signed by David Goldwasser, chief restructuring officer, the Debtor disclosed $0 in assets and $79,990,206 in liabilities. Judge Robert D. Drain oversees the case. Backenroth Frankel & Krinsky, LLP, led by Mark Frankel, is the Debtor's counsel. ACASTI PHARMA: Incurs $19.7 Million Net Loss in FY Ended March 31 ----------------------------------------------------------------- Acasti Pharma Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net loss and comprehensive loss of $19.68 million on $196,000 of revenues from product sales for the year ended March 31, 2021, compared to a net loss and comprehensive loss of $25.51 million on zero revenue for the year ended March 31, 2020. As of March 31, 2021, the Company had $62.46 million in total assets, $6.80 million in total liabilities, and $55.66 million in total shareholders' equity. The Corporation has incurred operating losses and negative cash flows from operations since its inception. In prior years there was substantial doubt regarding the Corporation's ability to realize its assets and discharge its liabilities and commitments in the ordinary course of business. During year ended March 31, 2021, the Corporation has raised net proceeds of $59.3 million under the ATM program. The Corporation's assets as at March 31, 2021 include cash and cash equivalents and short-term investments totaling $60.7 million. The Corporation's current liabilities total $1.6 million as at March 31, 2021 and are comprised primarily of amounts due to or accrued for creditors. R&D expenses before depreciation, amortization and stock-based compensation expenses for the year ended March 31, 2021, totaled $2.9 million compared to $13.2 million for the year ended March 31, 2020. The net decrease was mainly attributable to a reduction in research contracts with the completion of the CaPre R&D activities as well as a reduction in headcount within the department. General and administration expenses before stock-based compensation expenses for the year ended March 31, 2021, were $4.7 million compared to $4.6 million for the year ended March 31, 2020. This increase was mainly attributable to an increase associated with the Company's insurance policies, as well as an increase in legal fees, which was offset by a decrease in salaries. Sales and marketing expenses before stock-based compensation expenses were $1.1 million for the year ended March 31, 2021, compared to $2.4 million for the year ended March 31, 2020. The decrease was mostly a result of a reduction in headcount, as well as a reduction in professional fees and other marketing activities resulting from the termination of the planned pre-launch marketing activities for CaPre. Cash flows Cash and cash equivalents totaled $50.9 million as of March 31, 2021, compared to $14.2 million at March 31, 2020. Financing Activities As previously disclosed, Acasti entered into an amended and restated ATM sales agreement on June 29, 2020 with B. Riley FBR Inc., Oppenheimer & Co. Inc. and H.C. Wainwright & Co., LLC, to implement an "at-the market" equity offering program under which Acasti may issue and sell from time to time its common shares having an aggregate offering price of up to $75 million through the Agents. Pursuant to the ATM Program, as required pursuant to the policies of the TSX Venture Exchange, since the last distributions reported on March 8, 2021, Acasti issued an aggregate of 8,255,890 common shares over the NASDAQ Stock Market for aggregate gross proceeds to the Company of US $5,849,567. The ATM Shares were sold at prevailing market prices averaging US $0.71 per share. No securities were sold through the facilities of the TSXV or, to the knowledge of the Company, in Canada. The ATM Shares were sold pursuant to a U.S. registration statement on Form S-3 (No. 333-239538) as made effective on July 7, 2020, as well as the Sales Agreement. Pursuant to the Sales Agreement, a cash commission of 3.0% on the aggregate gross proceeds raised was paid to the Agents in connection with their services. As a result of the recent ATM sales, Acasti has a total of 208,375,549 common shares issued and outstanding as of June 22, 2021. During the three-month period ended March 31, 2021, Acasti sold an aggregate of 51,837,057 shares under the ATM Program at an average price per share of $0.6873 for total net proceeds of $34,495,532, and for the year ended March 31, 2021, Acasti sold an aggregate of 117,724,769 shares under the ATM Program at an average price per share of $0.5213 for total net proceeds of $59,332,476. No additional shares have been sold by Acasti under the ATM Program since March 2021. About Acasti A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1444192/000117184321004462/f10k_062221p.htm About Acasti Pharma Acasti -- http://www.acastipharma.com-- is a biopharmaceutical innovator that has historically focused on the research, development and commercialization of prescription drugs using OM3 fatty acids delivered both as free fatty acids and bound-to-phospholipid esters, derived from krill oil. OM3 fatty acids have extensive clinical evidence of safety and efficacy in lowering triglycerides in patients with hypertriglyceridemia, or HTG. CaPre, an OM3 phospholipid therapeutic, was being developed for patients with severe HTG. ACASTI PHARMA: Provides Update on Grace Therapeutics Acquisition ---------------------------------------------------------------- Acasti Pharma Inc. provided an update on its plans to acquire Grace Therapeutics and the ongoing strategic process for CaPre. As part of Acasti's formal process to explore and evaluate a range of strategic alternatives to enhance shareholder value, management and the board evaluated dozens of companies and conducted an extensive and thorough due diligence process on several finalist candidates. Acasti's management and board believed that Grace Therapeutics (Grace), a privately held emerging biopharmaceutical company focused on developing innovative drug delivery technologies for the treatment of rare and orphan diseases, stood out from the field of acquisition targets because of several important factors, including their diversified drug pipeline with multiple, high quality clinical assets; significant addressable market opportunities; three later stage assets with a potentially shorter timeline to key milestones; efficient and low-cost clinical and regulatory pathway; and a strong and growing intellectual property portfolio. Grace's novel drug delivery technologies are designed to enable the rapid development of new therapies that could improve upon currently marketed compounds with known safety profiles. Grace's most advanced drug candidates may also have a fast path to regulatory approval and commercialization via the 505(b)(2) pathway. On May 7, 2021, Acasti announced that it had entered into a definitive agreement to acquire Grace and their pipeline of drug candidates addressing critical unmet medical needs. The Proposed Transaction has been approved by the boards of directors of both companies and is supported by Grace's shareholders through voting and lock-up agreements with Acasti. The transaction remains subject to approval of Acasti stockholders, as well as applicable stock exchanges. Jan D'Alvise, Acasti's chief executive officer stated, "We are very excited about the planned acquisition of Grace, as we believe their product portfolio has the potential for delivering better patient solutions with enhanced efficacy, faster onset of action, reduced side effects, and more convenient delivery with the potential to increase patient compliance. The planned merger with Grace will result in the creation of a rare and orphan disease company that we believe will allow us to not only rapidly advance their existing assets through the clinic, but also continue to develop new innovative therapies that leverage Grace's novel drug delivery technologies. Following the merger, we expect to have more than $60 million in cash, which should provide at least two years of operating runway and enable us to complete clinical development and file an NDA for GTX-104, and significantly advance other key drug candidates in the Grace pipeline. In connection with the Proposed Transaction, Acasti will acquire Grace's entire therapeutic pipeline consisting of three unique clinical stage and multiple pre-clinical stage assets supported by an intellectual property portfolio consisting of more than 40 granted and pending patents in various jurisdictions worldwide. Grace's product candidates aim to improve clinical outcomes by applying proprietary formulation and drug delivery technologies to existing pharmaceutical compounds to achieve improvements over the current standard of care, or they could provide treatment for diseases with no currently approved therapy. Grace's three lead programs have all received Orphan Drug Designation from the U.S. Food & Drug Administration (FDA), which could provide up to seven years of marketing exclusivity in the United States upon FDA approval of the New Drug Application (NDA), provided that certain conditions are met. D'Alvise continued, "In parallel with progressing the acquisition of Grace, we have received interest and are evaluating a variety of strategic options for CaPre. We remain highly encouraged by the outlook for our overall business prospects and look forward to providing further updates to shareholders on our strategic processes as it relates to both the Grace acquisition as well as our plans for CaPre." Conference call and Shareholder Meeting As previously disclosed, Acasti plans to file a Form S-4 proxy statement with the U.S. Securities & Exchange Commission (SEC), which will include detailed disclosure regarding the Proposed Transaction in the next few weeks. Following the SEC granting the Form S-4 to be effective, Acasti and Grace management plan to host an investor conference call to further discuss the anticipated benefits of the acquisition and answer investor questions. Acasti will call a shareholder meeting, which will be combined with its FY'21 AGM, to approve the transaction following the public filing of the Form S-4 proxy statement. More information will be provided on the timing and logistics for both events as soon as it is available. Nasdaq Communication On May 11, 2021, the Company received notice from the Nasdaq Listing Qualifications Department indicating that, based upon the Company's non-compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a) as of May 10, 2021, the Company's shares were subject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel. The Company requested and was granted a hearing before the Nasdaq Hearing Panel on June 17, 2021, which has stayed any further action by Nasdaq pending the conclusion of the hearing process. At the hearing, the Company presented a detailed plan of compliance for the Panel's consideration, including the Company's commitment to implement a share consolidation concurrently with the completion of its proposed acquisition of Grace. Acasti expects to receive the Panel's decision within 30 days of the hearing and is prepared to take definitive action to regain compliance with Nasdaq's minimum bid price rule to ensure the Company's continued listing on Nasdaq. About Acasti Pharma Acasti -- http://www.acastipharma.com-- is a biopharmaceutical innovator that has historically focused on the research, development and commercialization of prescription drugs using OM3 fatty acids delivered both as free fatty acids and bound-to-phospholipid esters, derived from krill oil. OM3 fatty acids have extensive clinical evidence of safety and efficacy in lowering triglycerides in patients with hypertriglyceridemia, or HTG. CaPre, an OM3 phospholipid therapeutic, was being developed for patients with severe HTG. Acasti reported net loss and comprehensive loss of $19.68 million for the year ended March 31, 2021, compared to a net loss and comprehensive loss of $25.51 million for the year ended March 31, 2020. As of March 31, 2021, the Company had $62.46 million in total assets, $6.80 million in total liabilities, and $55.66 million in total shareholders' equity. AIR CANADA: Egan-Jones Keeps CCC Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on June 10, 2021, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Air Canada. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Montreal, Canada, Air Canada provides domestic and international carrier service. ALASKA AIR: S&P Alters Outlook to Positive, Affirms 'BB-' ICR ------------------------------------------------------------- S&P Global Ratings revised its ratings outlook to positive from negative and affirmed its 'BB-' issuer credit rating on Alaska Air Group Inc. S&P said, "We also lowered the issue-level rating on Alaska's 2020-1 class B enhanced equipment trust certificates to 'BBB-' from 'BBB' following a review prompted by our May 26, 2021 publication of new criteria for rating such issues. We also withdrew our ratings on Alaska Airlines Inc. at issuer request. "The positive outlook reflects that we could raise our ratings on Alaska if we see continued improvements in demand resulting in funds from operations (FFO) sustained in the mid-30% area. "We expect Alaska to benefit from the recent increase in demand for domestic travel, given its predominantly domestic route network.Domestic leisure travel in the U.S. has rebounded as a result of the increasing level of vaccinations and easing of travel restrictions brought on by the COVID-19 pandemic. Domestic operations accounted for over 90% of Alaska's total capacity in 2019. However, the recovery in business and international travel (we estimate business travel accounted for about one-third of Alaska's revenues in 2019) will be slower given our expectation that related restrictions will remain in place for a longer period. We expect some long-term loss of business travel, mostly relating to intracompany events, due to widespread acceptance of videoconferencing. But most business travel that relates to sales and client outreach should be less affected. "Therefore, after giving effect to inflows from the second and third round of federal payroll support program (PSP) payments, we expect the company to report a modest profit in 2021, albeit still well below 2019 levels. This compares to a $1.3 billion loss in 2020 (which was also negatively affected by impairment charges of about $627 million)." Alaska's adjusted debt burden did not increase substantially over the last year, which has aided its credit metrics. Aided by inflows from the federal PSP grants under the Coronavirus Aid, Relief, and Economic Security (CARES) Act and various cost-reduction initiatives, Alaska restricted operating cash burn in 2020 to about $230 million. The company also lowered its capital spending to about $200 million in 2020 (from about $700 million in 2019) through delivery deferrals. Therefore, despite a severe decline in revenues, Alaska's debt (on an S&P Global Ratings-adjusted basis) increased by only around $100 million in 2020. S&P expects the company's debt burden to support an improvement in its credit metrics through 2022 as its operating performance strengthens over that period. Capital spending is forecasted at around $175 million to $225 million in 2021, increasing to about $1.5 billion to $1.6 billion in 2022, primarily related to Alaska's upcoming Boeing-737 MAX deliveries. S&P said, "As a result, we expect debt levels to increase somewhat into 2022 and beyond, as the company finances its upcoming deliveries. We forecast FFO to debt to remain in the mid-30% area through 2022 (compared with negative in 2020)." Free operating cash flow (FOCF) to debt is expected to increase to the mid-20% area in 2021 (also negative in 2020) and to turn negative in 2022 due to Alaska's large capital spending program. S&P said, "We now assess Alaska's liquidity as strong. We revised our liquidity assessment on Alaska to strong from adequate, reflecting the company's prudent liquidity management over the last year. We expect the company's sources of liquidity to be 2x its uses over the next 12 months, and about 1.5x its uses in the following 12 months. The company had about $3.1 billion in unrestricted cash and short-term investments as of March 31, 2021 (excluding $500 million of minimum liquidity it is required to maintain under covenants in its credit facilities). Additionally, in June 2021, Alaska repaid in full its $135 million U.S. Treasury loan drawn in relation to the CARES Act. After this repayment, the company's loyalty program is available (together with unencumbered aircraft) as a potential source of financing if required. As a result, despite significant upcoming capital spending requirements and some debt maturities, we view the company's liquidity as strong. "We believe the company will reduce its liquidity cushion somewhat as the recovery gains traction, but that it will maintain significantly more cash than pre-pandemic levels, at least through the end of 2021. "The positive outlook reflects our expectation that Alaska's operating and financial performance will improve in the second half of 2021 and into 2022, supported by an ongoing recovery in demand for domestic air travel. We expect FFO to debt to remain in the mid-30% area through 2022. We forecast FOCF to debt in the mid-20% area in 2021 before it turns negative in 2022 due to high capital spending requirements. "We could raise our rating on Alaska over the next year if we see continued improvement in demand resulting in FFO to debt remaining at least in the mid-30% area on a sustained basis. "We could revise our outlook on Alaska to stable over the next year if we come to believe the demand recovery will be materially more prolonged or weaker than expected, such that we expect FFO to debt to decline below 30%." ALEX AND ANI: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Alex and Ani, LLC. The committee members are: 1. Brookfield Properties Retail, Inc. Attn: Julie Minnick Bowden 350 N. Orleans St., Suite 300 Chicago, IL 60654 Phone: 312-960-2707 Fax: 312-442-6374 E-mail: Julie.Bowden@brookfieldpropertiesretail.com 2. Simon Property Group Attn: Ronald Tucker 225 W. Washington Street Indianapolis, IN 46204 Phone: 317-263-2346 E-mail: rtucker@simon.com 3. Ira Green, Inc. Attn: Michael McAllister 177 Georgia Avenue Providence, RI 02905 Phone: 401-680-7904 Fax: 401-467-5557 E-mail: mmcallister@iragreen.com 4. Logic Information Systems, Inc. Attn: Todd Ellingson 3800 American Blvd., W. Ste 1200 Bloomington, MN 55431 Phone: 651-470-9249 Fax: 651-800-4825 E-mail: tellingson@logicinfo.com 5. Quality Spraying Technologies, Inc. Attn: Christopher D'Angelo 175 Dupont Drive Providence, RI 02907 Phone: 401-692-1221 Fax: 401-490-9286 E-mail: chris@mcmtech.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Alex and Ani Founded in 2004 by Carolyn Rafaelian, Alex and Ani, LLC -- http://www.alexandani.com/-- has become a premier jewelry brand, quickly gaining popularity because of the novel and customizable nature of its signature expandable wire bracelet. Alex and Ani has been headquartered in East Greenwich, R.I. since 2014. Since opening its first retail store in Newport, R.I. in 2009, Alex and Ani has expanded to over 100 retail store locations across the United States, Canada and Puerto Rico. Alex and Ani and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10918) on June 9, 2021. At the time of the filing, the Debtor had between $100 million and $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the case. The Debtor tapped Kirkland & Ellis LLP as bankruptcy counsel, Klehr Harrison Harvey Branzburg LLP as local counsel, and Portage Point Partners, LLC as financial advisor and investment banker. Kurtzman Carson Consultants LLC is the notice and claims agent. AMSTERDAM HOUSE: May Use Bond Trustee's Cash Collateral ------------------------------------------------------- Judge Alan S. Trust authorized Amsterdam House Continuing Care Retirement Community, Inc. to use the cash collateral of UMB Bank, N.A., as 2014 Bond Trustee. The Bond Indenture, issued by Nassau County Industrial Development Agency pursuant to the Indenture of Trust dated as of November 1, 2014, as amended on January 22, 2020, consists of: * Continuing Care Retirement Community Fixed Rate Revenue Bonds Series 2014A; * Continuing Care Retirement Community Fixed Rate Revenue Bonds Series 2014B; and * Continuing Care Retirement Community Excess Cash Flow Revenue Bonds Series 2014C. The Debtor granted the 2014 Bond Trustee a security interest against the Mortgaged Property and against substantially all of the Debtor's assets as security for the Debtor's obligations under an Installment Sale Agreement dated as of November 1, 2014, as amended as of January 22, 2020 entered into with the 2014 Issuer, pursuant to which the parties aimed to further the restructuring transactions effectuated in connection with the Debtor's Amended Chapter 11 Plan of Reorganization in its prior Chapter 11 case. The Debtor is authorized to use cash collateral, any revenues derived in the ordinary course of business, all of the Debtor's accounts receivable, and all amounts currently held in the Debtor's operating accounts until the earlier of (i) the occurrence of a termination event, thus terminating the Debtor's ability to use the cash collateral, or (ii) the last day included in the Cash Collateral Budget. The Debtor shall not use any revenues or other cash proceeds not derived in the ordinary course of its operations. A termination event occurs in any of the following: * The Chapter 11 Case is dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; * The earlier of (x) the date of the entry of a Court order appointing a Chapter 11 trustee or an examiner with enlarged powers for the Debtor; or (y) the date the Debtor files a motion, application, or other pleading consenting to or acquiescing in any such appointment; * The Bankruptcy Court suspends the Chapter 11 Case under Section 305 of the Bankruptcy Code; * The current Interim Order becomes stayed, reversed, vacated, or amended without the prior written consent of the 2014 Bond Trustee; * An order is entered in the Chapter 11 Case over the objection of the 2014 Bond Trustee approving financing that would grant an additional security interest or a lien on any Collateral or granting a superpriority administrative claim that is equal or superior to the superpriority administrative claim granted to the 2014 Bond Trustee under the current interim order; or * An adversary proceeding or contested matter is commenced by the Debtor challenging the amount, validity, enforceability, priority, or extent of the 2014 Bond Trustee's liens, security interests, or claims, or the Bankruptcy Court grants standing to the Committee or another third party to pursue such adversary proceeding or contested matter. The approved budget provided for weekly total cash disbursements, as follows: $1,046,439 for the week ending June 26, 2021; $442,613 for the week ending July 3, 2021; $1,007,998 for the week ending July 10, 2021; $408,250 for the week ending July 17, 2021; $620,900 for the week ending July 24, 2021; $537,596 for the week ending July 31, 2021; $955,637 for the week ending August 7, 2021; $370,753 for the week ending August 14, 2021; $724,050 for the week ending August 21, 2021; $527,650 for the week ending August 28, 2021; $957,831 for the week ending September 4, 2021; and $2,184,692 for the week ending September 11, 2021. As of the Petition Date, the Debtor owed the 2014 Bond Trustee for the benefit of the beneficial holders of the tax-exempt Series 2014 Bonds: -- $207,793,773 in unpaid principal on the Series 2014 Bonds; -- $6,517,450 in accrued but unpaid interest on the Series 2014 Bonds as of June 14, 2021; and -- unliquidated, accrued and unpaid fees and expenses of the 2014 Bond Trustee and its professionals incurred through the Petition Date, which amounts, when liquidated, shall be added to the aggregate amount of theBond Claim. As adequate protection for any diminution in the value of its Cash Collateral and other Prepetition Bond Collateral, the 2014 Bond Trustee shall have a valid, perfected, and enforceable replacement lien and security interest in (i) all of the Debtor's postpetition assets of the same type as the prepetition bond collateral, together with the proceeds, rents, products, to the extent of any Diminution. The 2014 Bond Trustee shall have a superpriority administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code, payable from any assets of the Debtor's estate, subject only to Prior Liens and the Carve Out, as additional adequate protection for any Diminution, and solely to the extent of any Diminution. The Debtor acknowledges that $5,304,000 in funds are held as of the Petition Date in trust for the holders of the Series 2014 Bonds, and that the 2014 Bond Trustee holds a validly perfected possessory security interest in the Trustee-Held Funds, and is entitled to apply the Trustee-Held Funds in accordance with the terms of the Bond Documents. A copy of the interim order is available for free at https://bit.ly/35VekT3 from Kurtzman Carson Consultants, claims agent. Counsel for UMB Bank, N.A., as 2014 Bond Trustee: Daniel S. Bleck, Esq. MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. One Financial Center Boston, MA 02111 Telephone: (617) 348-4498 Email: DSBleck@mintz.com About Amsterdam House Amsterdam House Continuing Care Retirement Community Inc., d/b/a The Amsterdam at Harborside, operates Nassau County's first and only continuing care retirement community licensed under Article 46 of the New York Public Health Law, which provides residents with independent living units, enriched housing and memory support services, comprehensive licensed skilled nursing care, and related health, social, and quality of life programs and services. The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 21-71095) on June 14, 2021. At the time of filing, the Debtor estimated $100 million to $500 million in assets and liabilities. The Hon. Louis A. Scarcella oversees the case. Sidley Austin LLP is the Debtor's counsel. Kurtzman Carson Consultants LLC is the Debtor's claims and noticing agent. ASHFORD HOSPITALITY: Egan-Jones Keeps CCC- Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 9, 2021, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Ashford Hospitality Trust, Inc. EJR also maintained its 'D' rating on commercial paper issued by the Company. Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc. operates as a self-advised real estate investment trust focusing on the lodging industry. AUGUSTUS INTELLIGENCE: Richards Represents Material Stockholders ---------------------------------------------------------------- In the Chapter 11 cases of Augustus Intelligence Inc., the law firm of Richards, Layton & Finger, P.A. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Material Stockholders. As of June 21, 2021, each Material Stockholders and their disclosable economic interests are: Jaws Equity Owner 113, LLC 1601 Washington Ave, Ste. 800 Miami Beach, FL 33139 * Number of Shares: 45,065 of Series Seed Preferred Stock Larisse SA Baarerstrasse 22 6300 Zug Switzerland * Number of Shares: 127,811 of Series Seed Preferred Stock Manfred Swarovski Blattenwaldweg 8 6112 Wattens Austria * Number of Shares: 19,601 Series Seed Preferred Stock Shares Elisabeth Swarovski Blattenwaldweg 8 6112 Wattens Austria * Number of Shares: 12,707 Series Seed Preferred Stock Shares Karl-Theodor zu Guttenberg c/o Guttenberg'sche Hauptverwaltung Zweigstrasse 10 80336 München Germany * Number of Shares: 16,900 of Series Seed Preferred Stock KRC Beteiligungs GmbH Lauenhagen 24a 17335 Strasburg Germany * Number of Shares: 18,945 of Series Seed Preferred Stock Lohengrin Beteiligungsgesellschaft mbH c/o BauConcept Gesellschaft. für Immobilien-Investitionen mbH Katharinenstr. 12 10711 Berlin Germany * Number of Shares: 25,271 of Series Seed Preferred Stock Counsel to the Material Stockholders can be reached at: RICHARDS, LAYTON & FINGER, P.A. Russell C. Silberglied, Esq. Brendan J. Schlauch, Esq. Sarah E. Silveira, Esq. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: silberglied@rlf.com schlauch@rlf.com silveira@rlf.com A copy of the Rule 2019 filing is available at https://bit.ly/35QuYmK at no extra charge. About Augustus Intelligence Augustus Intelligence Inc. develops artificial intelligence software technology. Augustus offers its customers and prospective customers an integrated, all-in-one artificial intelligence solution to be used in conjunction with the customers' existing technology in order to maximize efficiencies and improve profitability. Augustus Intelligence Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10744) on April 24, 2021. As of March 31, 2021, the Debtor disclosed total assets of $10,110,349 and total liabilities of $2,763,109. The Hon. John T. Dorsey is the case judge. ARCHER & GREINER, P.C., led by Bryan J. Hall, is the Debtor's counsel. HAHN & HESSEN LLP is the co-counsel. RYNIKER CONSULTANTS, LLC, is the financial advisor. STRETTO is the claims agent, maintaining the page https://cases.stretto.com/augustus/court-docket The Office of the United States Trustee for Region 3 appointed Natasha M. Songonuga, Esq., as the Subchapter V Trustee in the Debtor's case. AVEANNA HEALTHCARE: S&P Assigns 'B-' Rating on Term Loans --------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to Aveanna Healthcare LLC's proposed $860 million term loan B and $200 million delayed-draw term loan (DDTL) due 2028. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. S&P expects the company to use the proceeds from the term loan offering along with cash on hand to refinance its existing first-lien term loans due 2024. S&P expects the company to use the DDTL to fund potential acquisitions in its core private-duty nursing segment and its new home health and hospice platform. S&P said, "Our 'B-' issuer credit rating on Aveanna is unchanged. The positive outlook reflects our view that demand for Aveanna's private-duty services segment will grow steadily over the next 12 months as the coronavirus pandemic subsides, while organic growth is supplemented by acquisitions, including the company's home health and hospice platform. We believe the company could potentially sustain positive free operating cash flow at levels in line with comparable higher-rated peers." B&G FOODS: Egan-Jones Keeps B+ Senior Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company, on June 11, 2021, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by B&G Foods Inc. Headquartered in Parsippany-Troy Hills, New Jersey, B&G Foods Inc. manufactures, sells, and distributes shelf-stable foods across North America. BGT INTERIOR: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: BGT Interior Solutions, Inc. f/k/a Builders Granite & Tile, Inc. 5169 Ashley Court Houston, TX 77041 Chapter 11 Petition Date: June 23, 2021 Court: United States Bankruptcy Court Southern District of Texas Case No.: 21-32124 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Kimberly A. Bartley, esq. WALDRON & SCHNEIDER, LLP 15150 Middlebrook Drive Houston, TX 77058 Tel: (281) 488-4438 E-mail: kbartley@ws-law.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Robert Wagner, vice president, director. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/O5MGPOQ/BGT_Interior_Solutions_Inc__txsbke-21-32124__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. The Wetz Supply Chain, LLC Judgment $1,601,705 c/o Jonathan Charnitski Andy Brown & Assoc PLLC 1023 Springdale Rd, Ste 2. Texas Comptroller of Sales & Use Taxes $1,314,577 Public Accounts P.O Box 13528, Capitol Station Austin, Texas 78711-3528 3. US Customs and Border Patrol Duty Fees- $785,353 c/o Givens & Johnston Import Tarrifs 950 Echo Lane, Ste 360 Houston, TX 77024 4. International Builders Supply Goods & Services $383,446 2933 Eisenhower, Ste 110 Carrollton, TX 75007 5. Texas State Comptroller Sales Tax- $321,865 PO Box 149348 Penalties & Int Austin, TX 78714-9348 6. Readers Wholesale Goods & Services $189,915 PO Box 550607 Houston, TX 77255-0607 7. Emser Tile Goods & Services $180,637 PO Box 69339 Los Angeles, CA 90069-0339 8. Shaw Industries Goods & Services $176,300 PO Box 840016 Dallas, TX 75284-0016 9. Daltile Goods & Services $129,419 11711 Fuqua St Houston, TX 77034 10. Interceramic Goods & Services $114,843 2333 S Jupiter Rd Garland, TX 75041 11. Mohawk (Celine Locke) Goods & Services $92,531 160 South Industrial Blvd Calhoun, GA 30701 12. H&E Equipment Services Goods & Services $61,459 7500 Pecue Lane Baton Rouge, LA 70806 13. MS International, Inc. Goods & Services $45,729 14777 Chrisman Rd Houston, TX 77039 14. Swift Train Co Goods & Services $40,459 PO Box 677212 Dallas, TX 75267-7212 15. Floorfolio Industries Goods & Services $32,828 110 Mayfield Ave Edison, NJ 08837 16. Cosentino Goods & Services $32,146 1315 W Sam Houston Pkwy N Unit 1150 Houston, TX 77043 17. T&L Distributin Goods & Services $29,685 PO Box 40449 Houston, TX 77240 18. Insur-United Health Care Goods & Services $26,676 UHS Premium Billing PO Box 94107 Palastine, IL 60094-4017 19. Atlas Carpet Mills Goods & Services $26,548 PO Box 912673 Denver, CO 80291-2673 20. Arizona Tile Goods & Services $22,340 9010 West Little York Houston, TX 77040 BGT INTERIOR: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- BGT Interior Solutions, Inc. asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral. The Debtor also asks the Court for an emergency hearing on its request, asserting that the immediate use of cash collateral is necessary and will stabilize the Debtor's operations and revenue by paying ordinary, post-petition operating expenses, as well as any court approved pre-petition expenses that may be at issue. On March 13, 2017, the Debtor entered into a promissory note with Green Bank, N.A. in the principal amount of $3,300,000. The Stock Note was secured by the Debtor's deposit accounts, all money, instruments, securities, documents, chattel paper, credits, claims, demands, and all other property rights or interests of the Debtor as evidenced by a UCC-1 Financing Statement filed on March 15, 2017. The Stock Note was assigned to Veritex Bank, N.A. effective May 16, 2019. Veritex is now the holder of the Stock Note. On March 13, 2017, the Debtor also entered into a Line of Credit Agreement with Green Bank in the principal balance to $4,000,000. On November 20, 2020, the LOC was modified the increase the principal balance of $5,000,000. The LOC is secured by the Debtor's tangible and intangible assets including accounts, inventory, furniture, fixtures, and equipment, as evidenced by the UCC-1 Financing Statement filed effective January 18, 2018. The LOC was assigned to Veritex effective May 16, 2019. Veritex is now the holder of the LOC. On July 24, 2017, the Debtor also entered into an equipment purchase financing agreement with Green Bank in the principal amount of $600,000. which is secured by the inventory, raw materials, or works in progress of the Debtor. The Equipment Loan was assigned to Veritex effective May 16, 2019. Veritex is now the holder of the Equipment Loan. On July 14, 2020, the Debtor obtained an Economic Injury Disaster Loan through the US Small Business Administration in the principal amount of $150,000. The SBA Loan is secured against all tangible and intangible assets of the Debtor as evidenced by the UCC-1 Financing Statement filed effective July 14, 2020. As of the commencement of the case, the Debtor is indebted to Veritex Bank on the Stock Note in the approximate amount of $1,456,850, on the LOC in the approximate amount of $3,334,974, and on the Equipment Loan in the approximate amount of $150,000. The Debtor is also indebted to the SBA in the amount of $150,000. The case was filed as a result of the Debtor's reduction in available cash arising from the enforcement efforts of The Weitz Supply Chain, LLC on a judgment in excess of $2,000,000. As adequate protection for the diminution in value of the Pre-Petition Collateral or Replacement Collateral caused by the Debtor's use of the Cash Collateral, the Debtor will (i) maintain the value of its business as a going concern, and (ii) provide Veritex replacement liens upon the Debtor's assets and proceeds thereof including but not limited to post-petition accounts, accounts receivable and cash. The Debtor believes that Veritex is adequately protected for the use of the Cash Collateral in that the orderly operation of the Debtor's business generates sufficient revenues to protect any diminution in value of the Collateral. Indeed, the continuation of the Debtor's operations presents the best opportunity for Veritex to receive the greatest recovery on account of their claims. Accordingly, the Debtor submits that use of the Cash Collateral will allow the Debtor to continue its operations and thereby protect the Lender's interests. A copy of the motion is available for free at https://bit.ly/3qjAE1W from PacerMonitor.com. About BGT Interior Solutions, Inc. BGT Interior Solutions, Inc. owns and operates a business known as BGT Interior Services, Inc., which is a leading provider of multi-family luxury interior finish packages to the construction industry in Texas and nationwide. The company specializes in custom turn-key flooring and countertop packages to fit a variety of multi-family, hospitality, or commercial settings. The company offers custom design services and interior finish packages, providing its customers a single point of contact from fabrication to installation. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-32124) on June 23, 2021. In the petition signed by Robert Wagner, vice president and director, the Debtor disclosed up to %50,000 in both assets and liabilities. Kimberly A. Bartley, Esq. at Waldron & Schneider, L.L.P. is the Debtor's counsel. BLESSINGS INC: Continues to Have Cash Access Thru August 18 ----------------------------------------------------------- Judge Scott H. Gan authorized Blessings, Inc. to continue using cash collateral through August 18, 2021, pursuant to the revised budget. The budget provided for monthly costs of goods sold and general expenses, as follows: Cost of General Month Goods Sold Expenses ----- ---------- -------- June $28,542 $15,230 July $45,042 $23,002 SMS Financial Strategic Investments, LLC, as secured creditor, has conferred to the Debtor's continued use of the cash collateral. The Debtor will pay SMS Financial, as adequate protection payment towards the Debtor's loan from SMS Financial, $9,124 for interest and $7,000 for tax impound, monthly, for the term of the interim order or up to further Court order. The parties have also agreed that the Debtor shall not engage in any borrowings other than as agreed to in writing by SMS Financial, or approved by the Court. A copy of the order is available for free at https://bit.ly/3qdXp7r from PacerMonitor.com. Counsel for Secured Creditor, SMS Financial Strategic Investments, LLC: Robert L. Stewart, Jr., Esq. Robert Stewart Law, P.C. 6829 N. 12th Street Phoenix, AZ 85014 Telephone: (602) 266-7766 Email: Robert@RSALawAZ.com About Blessings Inc. Blessings, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-10797) on Sept. 24, 2020. The petition was signed by David Mayorquin, president and chief executive officer. At the time of filing, the Debtor disclosed $3,889,514 in assets and $6,770,256 in liabilities. Judge Scott H. Gan oversees the case. When it filed for bankruptcy, the Debtor tapped Smith & Smith PLLC and Burch & Cracchiolo, P.A. as its bankruptcy counsel. Lang & Klain, P.C. serves as special counsel. SMS Financial Strategic Investments, LLC, as creditor, is represented by Robert L. Stewart, Jr., Esq., at Robert Stewart Law, P.C. BLUCORA INC: Egan-Jones Keeps B Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company, on June 9, 2021, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Blucora, Inc. Headquartered in Irving, Texas, Blucora, Inc. is a provider of a wide range of technology-enabled financial services to consumers, small businesses and tax professionals through its subsidiaries. BOUCHARD TRANSPORTATION: Okayed to Creditor Votes for Plan ---------------------------------------------------------- Maria Chutchian of Reuters reports that the petroleum barge company Bouchard Transportation Co Inc. has secured approval to solicit creditor votes for its proposed reorganization plan as it continues its efforts to sell its assets in bankruptcy. Chief U.S. Bankruptcy Judge David Jones in Houston signed off on the company's disclosure materials for the plan during a virtual hearing on Wednesday, June 23, 2021. Bouchard, represented by Kirkland & Ellis, filed for Chapter 11 protection in September 2020 with $230 million in debt as the COVID-19 pandemic exacerbated existing problems at the company that occurred after a barge explosion in 2017. Bouchard is now pursuing a dual-track path out of bankruptcy, considering both sale and restructuring options. The company has until July 7, 2021 to select a lead bid for its assets. Other interested buyers will then have until July 16, 2021 to submit competing bids. If additional bids are made, an auction will be held on July 19 and a sale hearing will occur on July 23, 2021. Christine Okike of Kirkland told Jones during Wednesday's hearing that the company has received "robust interest" in its assets from "a number of parties." Jones also agreed to extend Bouchard’s exclusive period to file a bankruptcy plan through the sale hearing date. At that time, the official committee of unsecured creditors, represented by Ropes & Gray, may seek to terminate the exclusivity period to pursue a competing proposal. The committee said in court papers that it is not yet on board with the current plan. Bouchard began losing customers in the years following the barge explosion, which occurred off the coast of Port Aransas, Texas and killed two crew members. The pandemic worsened the situation by lowering demand for services. Bouchard filed for bankruptcy to block multiple foreclosure sales of its vessels in Louisiana, Florida, Texas and New York. About Bouchard Transportation Founded in 1918, Bouchard Transportation Co., Inc.'s first cargo was a shipment of coal. By 1931, Bouchard acquired its first oil barge. Over the past 100 years and five generations later, Bouchard has expanded its fleet, which now consists of 25 barges and 26 tugs of various sizes, capacities and capabilities, with services operating in the United States, Canada and the Caribbean. Bouchard and certain of its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34682) on Sept. 28, 2020. At the time of the filing, the Debtors estimated assets of between $500 million and $1 billion and liabilities of between $100 million and $500 million. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis LLP, Kirkland & Ellis International LLP and Jackson Walker LLP as their legal counsel; Portage Point Partners, LLC as restructuring advisor; Jefferies LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. Stretto is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases. The committee tapped Ropes & Gray LLP as bankruptcy counsel, Clyde & Co US LLP as maritime counsel, and Berkeley Research Group LLC as financial advisor. BOY SCOUTS OF AMERICA: Global Plan Likely to be Vetoed, Debtors Say ------------------------------------------------------------------- The Third Amended Chapter 11 Plan of Reorganization of the Boy Scouts of America and Delaware BSA, LLC dated June 18, 2021 contained provisions of a Global Resolution Plan. The Plan provides for, among others, a BSA Global Resolution Note, which is an unsecured promissory note for $80,000,000 to be issued to the Settlement Trust by Reorganized BSA on the Effective Date, only if the Plan is confirmed as a Global Resolution Plan. Other provisions of the Global Resolution Plan are: A. BSA Settlement Trust Contribution The BSA Settlement Trust Contribution shall consist of: a. all of the Net Unrestricted Cash and Investments, which are forecasted to total approximately $90,000,000, subject to potential variance depending upon the timing of the Effective Date; b. if the Plan is Confirmed as a Global Resolution Plan, the BSA Global Resolution Note, in the principal amount of $80,000,000; c. the BSA's right, title and interest in and to (i) Scouting University, (ii) the Artwork, and (iii) the Oil and Gas Interests which are deemed to be valued at approximately $59,000,000; d. all of the BSA's right, title and interest in and to the Warehouse and Distribution Center, subject to the Leaseback Requirement, or the proceeds of a third-party sale-leaseback of the Warehouse and Distribution Center for fair market value, which is valued at approximately $11,600,000; e. the BSA's right, title and interest in and to the Oil and Gas Interests, which are valued at approximately $7,600,000; and f. the net proceeds of the sale of Scouting University, which equal approximately $1,962,000. Scouting University is a parcel of real property owned by the BSA located in Westlake, Texas, the sale of which was approved pursuant to the Order entered June 14, 2021. B. BSA Global Resolution Note The BSA Global Resolution Note will be due 91 days after the Restated Maturity Date and shall bear interest at 5.5% per annum, payable semi-annually, subject to a payment-in-kind election for the 18 months immediately following the Effective Date. Principal under the BSA Global Resolution Note shall be payable in annual installments due on February 15 of each year during the term of the BSA Global Resolution Note, commencing on February 15 of the second year following the Effective Date. The annual principal payments shall be equal to the sum of: (a) $4,500,000; plus (b) $3.50 multiplied by the aggregate number of Youth Members as of December 31 of the preceding year up to the forecasted number of Youth Members for such year as set forth in the Debtors' five-year business plan; plus (c) $50 multiplied by the aggregate number of High Adventure Base Participants during the preceding calendar year; plus (d) $50 multiplied by the aggregate number of Youth Members in excess of the forecasted number of Youth Members for such year, excluding the portion of the excess that is comprised of members under the ScoutReach program, as set forth in the Debtors' five-year business plan; plus (e) $150 multiplied by the aggregate number of High Adventure Base Participants, excluding those attending events with a registration fee of less than $300, in excess of the forecasted number of High Adventure Base Participants for such year as set forth in the Debtors' five-year business plan. The forecast for years after 2025 shall be deemed to be the forecast for calendar year 2025. C. Minimum Unrestricted Cash and Investments Irrespective of whether the Plan is Confirmed as a Global Resolution Plan or a BSA Toggle Plan, the minimum amount of Unrestricted Cash and Investments to be retained by Reorganized BSA on the Effective Date shall be: 1. $25,000,000 if the Effective Date occurs on or before September 30, 2021; 2. $37,000,000 if the Effective Date occurs on or after October 1, 2021 but before November 1, 2021; 3. $36,000,000 if the Effective Date occurs on or after November 1, 2021 but before December 1, 2021; 4. $40,000,000 if the Effective Date occurs on or after December 1, 2021 but before January 1, 2022; 5. $57,000,000 if the Effective Date occurs on or after January 1, 2022 but before February 1, 2022; 6. $41,000,000 if the Effective Date occurs on or after February 1, 2022 but before March 1, 2022; 7. $55,000,000 if the Effective Date occurs on or after March 1, 2022 but before April 1, 2022; and 8. $54,000,000 if the Effective Date occurs on or after April 1, 2022. The BSA Toggle Plan means (a) the Plan has not been accepted by a sufficient number of holders of Direct Abuse Claims that have voted to accept or reject the Plan, or (b) the provisions of the Plan applicable to the Abuse Claims Settlement do not satisfy applicable requirements for approval under the Bankruptcy Code or Bankruptcy Rules. D. Restricted Core Assets As a proposed compromise and settlement of all disputes among the Tort Claimants' Committee, the Future Claimants' Representative, the Creditors' Committee, and the Debtors concerning the Debtors' restricted and/or core assets, including the claims asserted in the complaint filed by the Tort Claimants' Committee in the adversary proceeding, the Debtors have proposed to: (a) reduce the minimum amount of Unrestricted Cash and Investments to be retained by Reorganized BSA on the Effective Date from $75,000,000 to $25,000,000; and (b) issue the BSA Global Resolution Note to the Settlement Trust as of the Effective Date. As further consideration in connection with the Settlement of Restricted and Core Asset Disputes, the Debtors have agreed under the Plan to (i) fund the Core Value Cash Pool for $25,000,000; and (ii) make the BSA Settlement Trust Contribution, including all of the Net Unrestricted Cash and Investments. The proceeds of the Foundation Loan for $42,800,000 (which Reorganized BSA will use exclusively for working capital and general corporate purposes), will permit the Debtors to contribute to the Settlement Trust a substantial amount of core value consideration in Cash on the Effective Date. E. Payment of Coalition Restructuring Expenses If the Plan is Confirmed as a Global Resolution Plan, Reorganized BSA shall pay the unreimbursed Coalition Restructuring Expenses in Cash. Coalition Restructuring Expenses consist of the unreimbursed reasonable and documented professional or advisory fees and expenses incurred by the Coalition of Abused Scouts for Justice from July 24, 2020 up to the Effective Date up to an amount equal to $10,500,000, plus (if the Bankruptcy Court authorizes the Debtors to pay ongoing reasonable and documented fees and expenses of the Coalition during the course of the Chapter 11 Cases) an additional amount of up to $950,000 per month commencing on the date the Bankruptcy Court authorizes such payment up to and including the Effective Date of the Plan. Coalition of Abused Scouts for Justice is an ad hoc committee composed of thousands of holders of Direct Abuse Claims that filed a notice of appearance in the Debtors' Chapter 11 Cases on July 24, 2020. The Debtors proposed that Reorganized BSA shall retain a professional consultant to evaluate its youth protection programs within 90 days after the Effective Date. F. Risk to Confirmation of the Global Resolution Plan The Debtors disclosed that the Tort Claimants' Committee, the Coalition, and the Future Claimants' Representative expressed vehement opposition to the settlement proposed in the Hartford Insurance Settlement, which is contained in the Global Resolution Plan. Nevertheless, confirmation of the Global Resolution Plan requires that the Plan has been accepted by a sufficient number of holders of Direct Abuse Claims. Parties to the mediation on the Hartford Insurance Settlement remain at an impasse even after four weeks of additional mediation, the Debtors said. The Tort Claimants' Committee, the Coalition, and the Future Claimants' Representative told the Debtors that the holders of Direct Abuse Claims who they represent will not, under any circumstances, support any plan of reorganization that includes the terms and provisions of the Hartford Insurance Settlement Agreement. In light of the opposition of all of the parties representing holders of Direct Abuse Claims to the Hartford Insurance Settlement Agreement, it appears the Global Resolution Plan cannot be confirmed to the extent it includes the Hartford Insurance Settlement Agreement unless modifications are made to the Hartford Insurance Settlement Agreement that are agreeable to the holders of Direct Abuse Claims. If the parties continue to remain at an impasse, the Debtors will seek a determination from the Bankruptcy Court at the hearing on the Disclosure Statement on the Debtors' obligations with respect to further pursuit of the Hartford Insurance Settlement Agreement. In light of the opposition of the Tort Claimants' Committee, the Coalition, and the Future Claimants' Representative, the Bankruptcy Court may conclude the Debtors are not obligated to pursue the Hartford Insurance Settlement Agreement and, in that event, the Debtors shall amend the Plan to remove all provisions pertaining to the approval of the Hartford Insurance Settlement Agreement. A redlined copy of the Third Amended Plan is available at no charge at https://bit.ly/3wRb4Ur from Omni Agent Solutions, claims agent. The hearing on the Disclosure Statement has been continued to July 20, 2021 at 10 a.m. (Eastern Time) via videoconference. Objections must be filed by 4 p.m. (Eastern Time) on July 8. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BROOKFIELD PROPERTY: Moody's Alters Outlook on Ba3 CFR to Stable ---------------------------------------------------------------- Moody's Investors Service has affirmed the ratings of Brookfield Property REIT Inc. ("BPYU"), including its Ba3 Corporate Family Rating and its B1 senior secured bank credit facility and senior secured notes. The REIT's Speculative Grade Liquidity rating remains unchanged at SGL-4. The rating outlook was changed to stable from negative. The stable outlook reflects BPYU's ability to manage its liquidity and operations to return the credit metrics to levels commensurate with its Ba3 rating. Moody's expects BPYU's leverage will improve from debt reduction while fixed charge coverage will trend higher from lower debt balance and improving operating cashflows from its high quality portfolio of assets. Affirmations: Issuer: Brookfield Property REIT Inc. Corporate Family Rating, Affirmed at Ba3 Senior Secured Bank Credit Facility, Affirmed at B1 Senior Secured Notes, Affirmed at B1 Outlook Action: Issuer: Brookfield Property REIT Inc. Outlook, Changed to Stable from Negative RATINGS RATIONALE Brookfield Property REIT Inc.'s Ba3 corporate family rating reflects the REIT's meaningful scale and high proportion of good quality retail assets in a portfolio that is well diversified by tenant, asset and geography. BPYU's credit profile benefits from its focus on the ownership of Class A malls with high sales per square foot. The REIT's credit profile also benefits from its strong track record of improving portfolio asset quality through redevelopment, and its implicit support from its parent company Brookfield Property Partners L.P. (BPY, unrated) and Brookfield Asset Management Inc. (BAM, Baa1 stable). As a result of its more aggressive financial policy, as reflected in its secured funding strategy, BPYU's unencumbered pool is negligible, limiting its financial flexibility. Its ratings are also constrained by its high leverage, specifically its net debt/EBITDA that exceeded 14.0x on a consolidated basis with pro-rata joint ventures (JVs) for the LTM Q1 2021. However, leverage is expected to improve, approaching 12.0x by the end of 2022, most likely from debt reduction with proceeds from asset sales and cancellations of mortgage debt as a result of properties securing these loans being transferred to the lenders. Moody's expects BPYU will reduce its portfolio size but its portfolio's quality will improve as the debt reduction is associated with the mortgages on the REIT's lower quality properties where the debt is in excess of the collaterals' values. BPYU has exposure to class B and lower quality assets, characterized by soft foot traffic and tenant sales below $400 per square foot, which are most vulnerable to potential store closings by a given stressed retailer. As a result, the REIT's same property growth has been trending negatively in the past few years. BPYU's speculative grade liquidity rating of SGL-4 reflects the REIT's modest liquidity position relative to its mortgage maturities and high reliance on the revolver to bridge various cash needs. The REIT has approximately $704.2 million of liquidity, comprising of $189.2 million of unrestricted cash and $515 million of available capacity under its $1.5 billion revolving credit facility as of March 31, 2021, which is scheduled to mature in August 2022. The SGL-4 also considers BPYU's high reliance on the revolver to bridge various cash needs, along with its modest headroom on the fixed charge maintenance covenant ratio. Nonetheless, Moody's expects BPYU to remain in compliance with its covenant requirements. The stable outlook reflects BPYU's improving operating performance and that the REIT's leverage and coverage ratios would be consistent with expectations for the rating level. The stable outlook also reflects BPYU's ability to manage its liquidity with adequate covenant compliance cushion in the next four to six quarters. BPR's secured credit facility is rated B1, one notch lower that the REIT's Ba3 CFR reflecting its junior position to the mortgages at the asset-level, which encumber nearly all of BPYU's portfolio of assets. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if Moody's is concerned about BPYU's covenant compliance cushion, net debt/EBITDA is sustained above 14x on a pro-rata JV basis or the REIT's liquidity profile erodes. Furthermore, BPYU's inability to refinance its mortgage debt maturity over the next four to six quarters could also lead to a downgrade. Ratings could be upgraded if BPYU is able to sustain net debt/EBITDA under 11x and improve fixed charge coverage to over 2.5x. A rating upgrade will also require a meaningful increase in the covenant compliance cushion above the required levels while maintaining ample liquidity to meet near and intermediate-term fixed obligations. In addition, a rating upgrade will also require profitable growth, as measured by solid occupancy and positive core NOI growth, as well as successful redevelopment and enhancement of the productivity of existing centers (as measured by improving sales per square foot trends). The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2018. Headquartered in Chicago, Illinois, Brookfield Property REIT Inc. (NASDAQ: BPYU) is an independent real estate investment trust (REIT) with a portfolio comprised mainly of Class A retail properties throughout the United States. BPR had gross assets of approximately $41.1 billion as of March 31, 2021. BPYU owned either entirely or with joint venture partners 119 retail properties located throughout the United States as of March 31, 2021. BUCKEYE TECHNOLOGIES: Egan-Jones Keeps BB Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on June 9, 2021, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Buckeye Technologies Inc. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Memphis, Tennessee, Buckeye Technologies Inc. manufactures and markets specialty cellulose and absorbent products. C & C ENTITY: Wins Cash Collateral Access Thru July 9 ----------------------------------------------------- Judge Ashley M. Chan authorized C&C Entity, L.P., and affiliated debtors Cardile Mushrooms C&M, LLC, and Cardile Mushrooms, Inc., to use cash collateral in accordance with the budgets for both Cardile Mushrooms, Inc. and Cardile Mushrooms C&M, LLC for the period from June 6, 2021 through July 9, 2021. The five-week budget of Cardile Mushrooms, Inc. provided for $1,185,000 in total revenues and $1,183,663 in total expenses. C&M's budget for the five-week period projected $1,000,000 in total revenues and $998,625 in total expenses. The Debtors' authority to use the cash collateral shall terminate on the occurrence of any of these events of default: * The Debtors' material breach of the Seventh Interim Order, including payments for Adequate Protection, and the failure to cure such breach within seven days of receipt of notice of breach; * The Court entering an order granting relief from the automatic stay with respect to any of the Debtors' assets of a value greater than $50,000; * Entry of a Court order dismissing the Debtors' chapter 11 cases or converting the Debtors' Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code; or * The appointment of a Chapter 11 trustee or the appointment of an examiner. The Debtors' continued access to cash collateral is also conditioned on their ability to achieve specific milestones, including the entry into a Contract for Sale of Property by Auction with Schrader Real Estate and Auction Company, Inc. on terms acceptable to Community Federal Savings Bank (CFSB). The Debtors and Schrader shall create a marketing plan by June 25, 2021, and the Debtor shall file a bid procedures motion by that same date. As adequate protection for the Debtors' use of the Cash Collateral: a. Each of the Prepetition Secured Lenders is granted an amount equal to the aggregate diminution in the value of its interests in the Prepetition Collateral, as adequate protection of its interests in the Prepetition Collateral; b. Each Prepetition Secured Lender continues to be granted a replacement and rollover security interest in and valid, binding, enforceable and perfected liens on all of the Debtors' Postpetition Collateral to the same extent and in accordance the relative priority of their respective prepetition liens; c. The Prepetition Secured Lenders' claims shall be entitled to administrative priority according to the relative priority of their respective prepetition liens, to the extent that the Rollover Liens granted are inadequate to protect the Prepetition Secured Lenders against any diminution in value of the Prepetition Collateral; d. The Debtors shall continue monthly adequate protection payments on the first day of each month to (i) CFSB for $5,000 and (ii) CFS-4 IV, LLC for $1,000; e. The Debtors shall maintain all insurance policies naming CFSB as loss payee; f. The Debtors shall deliver to CFSB written reports, including written summaries of weekly mushroom production, weekly income collection and disbursement; monthly income statement; and quarterly financial statement. A copy of the seventh interim order is available for free at https://bit.ly/3gUqMqY from PacerMonitor.com. A subsequent or final hearing on the motion will be held on July 7, 2021 at 12:30 p.m. by telephonic appearance. Objections or responses must be filed no later than 5 p.m. on June 30. About C & C Entity L.P. C & C Entity, L.P. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on Sept. 18, 2020. Affiliates, Cardile Mushrooms Inc. and Cardile Mushrooms C&M, LLC also sought Chapter 11 protection on the same date. Cardile Mushrooms C&M LLC packs and distributes fresh mushrooms like Whites/Buttons, Portabella, Criminis, Oysters and Shiitakes. The cases are jointly administered under C&C Entity, L.P.'s case (Bankr. E.D. Pa. Case No. 20-13775). At the time of the filing, C & C Entity had estimated assets of less than $50,000 and liabilities of less than $50,000. Cardile Mushrooms, Inc. and Cardile Mushrooms C&M, LLC each disclosed assets of up to $50,000 and liabilities between $1,000,000 and $10,000,000. C & C President Charles Cardile, Jr. signed the petitions. Judge Ashely M. Chan oversees the case. The Debtor tapped Offit Kurman, P.C. as its legal counsel and Umbreit Wileczek & Associates, P.C. as its accountant. CADIZ INC: Stockholders Elect Eight Directors --------------------------------------------- Cadiz Inc. held its 2021 annual meeting of stockholders at which the stockholders elected Keith Brackpool, Stephen E. Courter, Maria Echaveste, Geoffrey Grant, Winston Hickox, Susan Kennedy, Scott S. Slater, and Carolyn Webb de Macias as directors. PricewaterhouseCoopers LLP was approved as the company's independent auditors for the fiscal year 2021. About Cadiz Founded in 1983 and headquartered in Los Angeles, California, Cadiz Inc. -- http://www.cadizinc.com-- is a natural resources development company dedicated to creating sustainable water and agricultural opportunities in California. The Company owns 70 square miles of property with significant water resources in Southern California and are the largest agricultural operation in San Bernardino, California, where we have sustainably farmed since the 1980s. The Company is also partnering with public water agencies to implement the Cadiz Water Project, which was named a Top 10 Infrastructure Project that over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Cadiz Inc. reported a net loss and comprehensive loss applicable to common stock of $37.82 million for the year ended Dec. 31, 2020, compared to a net loss and comprehensive loss applicable to common stock of $29.53 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $89.55 million in total assets, $102.60 million in total liabilities, and a total stockholders' deficit of $13.05 million. CARBONLITE HOLDINGS: Fee Examiner Taps Frejka PLLC as Legal Counsel ------------------------------------------------------------------- Elise Frejka, the fee examiner appointed in the Chapter 11 cases of CarbonLite Holdings LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to tap her own firm, Frejka PLLC, as her legal counsel in the bankruptcy cases. The firm's services include: a. reviewing fee applications and related invoices; b. assisting the fee examiner in court hearings or other proceedings; c. advising the fee examiner on legal issues raised by inquiries to and from bankruptcy professionals retained by the fee examiner; d. attending meetings; e. assisting the fee examiner in the preparation of preliminary and final reports regarding professional fees and expenses; f. assisting the fee examiner in developing protocols and making reports and recommendations; and g. other legal services. The firm charges $525 per hour for members, $400 per hour for associates and $225 per hour for paraprofessionals. As disclosed in court filings, Frejka PLLC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Frejka PLLC disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy cases; -- the firm has not represented the fee examiner in the 12 months prior to the Debtors' Chapter 11 filing; and -- the firm is working on a budget with the fee examiner for this case. Frejka PLLC can be reached through: Elise S. Frejka, Esq. Frejka PLLC 415 East 52nd Street, Suite 3 New York, NY 10022 Tel: (212) 641-0848 Email: efrejka@frejka.com About CarbonLite Holdings Los Angeles-based CarbonLite Holdings, LLC processes post-consumer recycled polyethylene terephthalate (rPET) plastic products and produces rPET and polyethylene terephthalate (PET) beverage and food packaging products through its two business segments, the Recycling Business and PinnPack. CarbonLite Holdings and 10 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10527) on March 8, 2021. CarbonLite P, LLC, an affiliate, disclosed assets of $100 million to $500 million and debt of $50 million to $100 million. Judge John T. Dorsey oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, Reed Smith LLP as corporate counsel, and Jefferies LLC as investment banker. Stretto is the claims agent. On March 23, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Hogan Lovells US, LLP and Blank Rome, LLP serve as the committee's legal counsel. Province, LLC is the financial advisor. Elise S. Frejka is the fee examiner appointed in the Debtors' cases. She is represented by Frejka, PLLC. CARLA'S PASTA: Unsecureds of CPI to Recover 2% to 4% from Fund -------------------------------------------------------------- Carla's Pasta, Inc. and Suri Realty, LLC, along with the Lenders and the Committee filed a First Amended Plan and Disclosure Statement. The Plan contemplates an orderly liquidation of assets via a Liquidating Custodian with powers set forth in the Plan, and a distribution to unsecured creditors of Carla Pasta, Inc. from, at least, the Unsecured Creditors' Fund. The Plan constitutes a separate Chapter 11 Plan of liquidation for each Debtor. * Summary of the Claims under the Plan A. Carla's Pasta Creditors: 1. Lenders' Secured Claim (Class 1) Estimated Allowed Claims: $10,191,972 Treatment: Impaired Estimated Recovery: 100% 2. Other Secured Claims (Class 2) Estimated Allowed Claims: $220,000 Treatment: Unimpaired Estimated Recovery: 100% 3. General Unsecured Claims (Class 3) Estimated Allowed Claims: $28,720,966 - $36,390,966 Treatment: Impaired Estimated Recovery: 2-4% The amount of claims under Class 3 may increase by up to an additional $15,418,497 if the Dennis Group is determined to have an Allowed Claim. B. Suri Realty Creditors: 1. Lenders' Secured Claim (Class 1A) Estimated Allowed Claims: $10,828,990 Treatment: Impaired Estimated Recovery: 100% 2. Dennis Group Claim (Class 3A) Estimated Allowed Claims: $15,418,497 Treatment: Impaired Estimated Recovery: 0% - unknown 3. General Unsecured Claims (Class 4A) Estimated Allowed Claims: $16,853,978 Treatment: Impaired Estimated Recovery: 0% * The Purchaser's allocated value of the assets to each of the Debtors As set forth on the asset purchase agreement with the Purchasers, the gross Sale proceeds were $24,891,123. The Purchasers allocated $13,000,000 to the assets owned by Suri, and the remainder of $11,891,123 was allocated to the assets owned by Carla's Pasta. Thus, 52% of the net Sale proceeds were distributed to the Suri Estate and 48% distributed to the Carla's Pasta Estate. Shortly after the closing of the sale of substantially all of the Debtors' assets, the Lenders' filed a motion for relief from stay to exercise their right of setoff of over $20 million in Sale proceeds. The Debtors stated their consent to an interim distribution of Sale proceeds to the Lenders for $15,000,000, pursuant to an order addressing the objections and addressing any competing interests to the Sale proceeds. The Court denied the motion for relief, but agreed to consider the motion as a request to disburse sale proceeds. The motion for disbursement of Sale proceeds was allowed by the Court on June 15, 2021, authorizing the Debtors to make the Interim Distribution payment to the Lenders subject to the Lenders posting a surety bond as substitute for the Dennis Group's asserted mechanic's Lien. During the Chapter 11 Cases, the Debtors prosecuted litigation against the Dennis Engineering Group, LLC, seeking to challenge the extent, validity and priority of its mechanic's lien against the Properties in South Windsor, Connecticut. The Dennis Group asserts an approximate $15.4 million proof of claim against Carla's Pasta. The Debtors entered into a settlement agreement with the Dennis Group but later withdrew after the Lenders and the Committee objected to the approval of said settlement. The Debtors also challenged the value of Elm Electrical, LLC's secured mechanic's lien claim, which was determined by agreement of Elm Electrical to accept a general unsecured Claim against Suri's Estate for $133,000. Moreover, Debtor Suri challenged the secured real estate tax claim of the Town of South Windsor, asserting that the Town miscalculated its 2020 real property tax because it failed to give full credit to the exemption negotiated in a prepetition tax abatement agreement with the Town. The Court determined that the Debtors' real estate tax payable to the Town of South Windsor was properly calculated. The Committee negotiated and obtained an agreement from the Lenders to accept a Carve-out of $450,000 from the cash of Debtor Carla's Pasta for the Unsecured Creditors' Fund. The amount will not be reduced by wind-down expenses or payment of other allowed Claims to creditors other than holders of Class 3 Allowed Claims. Since the Sale closed, the Debtors have worked diligently to winddown their operations, including: (i) engaging Craig Jalbert and Verdolino & Lowey to complete the Debtors' tax returns; (ii) facilitating the termination of the Carla's Pasta's 401(k) benefits plan and cooperating with information requests from the Department of Labor; (iii) seeking the sale and abandonment of de minimis assets; (iv) cooperating with investigations relating to the Industrial Accident (defined herein); (v) assisting with the Connecticut Department of Revenue Services use tax audit; and (vi) objecting to certain claims in aid of expediting a smooth confirmation process. A copy of the First Amended Disclosure Statement is available for free at https://bit.ly/3vMrwUA from Stretto, claims agent. 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. CARROLS RESTAURANT: S&P Rates New $300MM Sr. Unsecured Notes 'CCC' ------------------------------------------------------------------ S&P Global Ratings assigned its 'CCC' issue-level rating and '6' recovery rating to Syracuse, N.Y.-based Carrols Restaurant Group Inc.'s proposed $300 million senior unsecured notes due 2029. The '6' recovery rating indicates its expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a default. S&P said, "At the same time, we raised our issue-level rating on the company's existing term loan due 2026 to 'B+' from 'B-' and revised our recovery rating to '1' from '3'. The '1' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default or bankruptcy. We revised our recovery rating because the reduced size of Carrols' senior secured obligations improves the recovery prospects for its term loan." The company will use the proceeds from the proposed senior unsecured notes, along with about $45 million of revolver borrowings, to repay its higher interest incremental term loan (added in 2020), a portion of the original term loan, as well as to fund its recent acquisitions of 19 restaurants. Pro forma for the proposed refinancing, Carrols will have about $175 million outstanding on its term loan, which is about a third of its existing term loan balance. S&P said, "In our view, the leverage-neutral transaction will not have a material effect on the company's overall credit profile. Our 'B-' issuer credit rating and positive outlook continue to incorporate our expectation for good operating performance through 2021 with S&P Global Ratings-adjusted leverage sustained in the mid-6x area." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'CCC' issue-level rating and '6' recovery rating to the company's proposed $300 million senior unsecured notes due 2029. The '6' recovery rating indicates its expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a default. -- S&P raised its issue-level rating on Carrols' senior secured obligations, including its term loan and revolving credit facility due 2026, to 'B+' from 'B-' and revised our recovery rating to '1' from '3'. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. -- S&P's simulated default scenario contemplates a default occurring in 2023 because of a steep decline in the company's performance stemming from operational missteps and a slowdown in consumer spending. -- S&P said, "We assume Carrols would reorganize as a going concern to maximize its lenders' recovery prospects. Therefore, we valued the company by applying a 5x multiple to our projected emergence-level EBITDA. This multiple is in line with the multiples we use for other restaurant operators we rate." -- S&P's recovery analysis assumes about $140 million of borrowings will be outstanding under its $175 million revolver, which reflects 85% utilization of the commitment less current outstanding letters of credit. S&P anticipates about $170 million will be outstanding on the term loan. Simulated default assumptions -- Simulated year of default: 2023 -- EBITDA at emergence: $74 million -- Implied enterprise value (EV) multiple: 5x -- Estimated gross EV at emergence: About $371 million Simplified waterfall -- Net EV after 5% administrative costs: $353 million -- Valuation split (obligors/nonobligors/unpledged): 100%/0%/0% -- Senior secured credit facility claims: $322 million* --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Senior unsecured claims: $362 million* --Recovery expectations: 0%-5% (rounded estimate: 5%) *Debt amounts include six months of prepetition interest. Ratings List NEW RATING CARROLS RESTAURANT GROUP, INC. Senior Unsecured US$300 mil sr nts due 2029 CCC Recovery Rating 6(5%) ISSUE-LEVEL RATINGS RAISED; RECOVERY RATINGS REVISED TO FROM CARROLS RESTAURANT GROUP, INC. Senior Secured B+ B- Recovery Rating 1(95%) 3(55%) CEASARS ENTERTAINMENT: Egan-Jones Keeps CCC Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on June 8, 2021, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Caesars Entertainment Corporation. Headquartered in Las Vegas, Nevada, Caesars Entertainment Corporation provides entertainment, gaming, and lodging services. CERTA DOSE: Wins Cash Collateral Access Thru July 8 --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has authorized Certa Dose, Inc. to use cash collateral and all other accounts of the Debtor through July 8, 2021, for working capital and general operations purposes costs and expenses related to the Chapter 11 Case, which will be limited to ordinary and necessary expenditures, in accordance with the budget. As of the Petition Date, the Debtor was indebted to Dr. Caleb Hernandez, pursuant to a Settlement Agreement dated November 1, 2020, between the Inventor and the Debtor regarding the Debtor's key intellectual property assets. Hernandez, Certa's founder and CEO, is the creator of the CertaDose syringe and the company's Chief Medical Officer, according to a LinkedIn profile. He is an attending physician in the Emergency department for University of Colorado Health, he is Board Certified in Emergency Medicine by the American Board of Emergency Medicine and is a Fellow for the American College of Emergency Physicians. The Debtor acknowledges and admits that as set forth in the Inventor Settlement Agreement the amount of the liens secured by the Inventor Settlement Agreement is $77,000,000 and that the extent of the liens under the Inventor Settlement Agreement encumbers all of the Debtor's now existing and hereafter acquired property and is made subject only to the prior-in-time lien of the Small Business Administration. The Debtor admits and has adequately demonstrated to the Court that it is currently indebted to the Small Business Administration for an Economic Injury Disaster Loan it obtained in June 2020 in the amount of $150,000. The amounts outstanding under the Loan are secured by, among other things, all of the Debtor's tangible and intangible property, including, but not limited to, accounts and deposit accounts, and any replacements for the Collateral. The Debtor granted the SBA a first lien on the Collateral. The funds held by the Debtor in its deposit accounts on the Petition Date constitute the SBA's cash collateral. During the period after the entry of the Order and through and including July 8, the estimated amount of expenses to be incurred by the Debtor is $42,644. To provide adequate protection for any diminution of value of the interests in the Collateral on account of the Debtor's use of the property subject to the SBA Lien and the Inventor's Lien and the imposition of the automatic stay, the SBA and the Inventor are granted valid, binding, enforceable and automatically perfected liens and/or security interests in all of the assets the Debtor. As further adequate protection for any diminution in value of its interests the property encumbered by the SBA Lien and the Inventors Lien on and the imposition of the automatic stay, the SBA and the Inventor are granted, pursuant to and as limited by sections 361, 363 and 507(b) of the Bankruptcy Code, super-priority administrative expense claims to the extent that the Adequate Protections Liens prove inadequate and with priority over all administrative expense claims and unsecured claims against the Debtor or its estate. In addition to the Adequate Protection Lien and the Super-priority Claim in favor of the SBA, the Debtor will make the monthly installment payments of $731 on the Loan as they come due and in accordance with the terms of the Loan. Any replacement liens, adequate protection liens, and super-priority claims granted are subject to fees, expenses, and recoveries: any and all quarterly fees due to the Office of the U.S. Trustee pursuant to 28 U.S.C. section 1930(a)(6) and interest due pursuant to 31 U.S.C. section 3717, any fees due to the Clerk of the Bankruptcy Court pursuant to 28 U.S.C. section 156(c), the fees and expenses of a hypothetical Chapter 7 trustee to the extent of $10,000, and the recovery of funds or proceeds from the successful prosecution of avoidance actions. These events constitute an "Event of Default:" a) The Debtor's Chapter 11 Case is dismissed or converted to a case under chapter 7 of the Bankruptcy Code; b) A chapter 11 trustee or examiner with expanded powers is appointed in the Debtor's Chapter 11 Case; c) The Debtor ceases operations of its present business or takes any material action for the purpose of effecting the foregoing without the prior written consent of the SBA, except to the extent contemplated by the Budget or otherwise approved by the Court; d) The Debtor expends any material amounts of funds or monies for any purpose other than those set forth in the Budget or as otherwise approved by the Court; and e) The Debtor fails to comply with any of the terms of the Interim Order. The final hearing on the matter is scheduled for July 7 at 10 am. A copy of the order is available for free at https://bit.ly/3wWG0Td from PacerMonitor.com. About Certa Dose, Inc. Certa Dose Inc. develops, sells and licenses pharmaceutical products and technology. Its principal business is developing, selling and licensing its pharmaceutical products and technology. The Company was designated as an innovation company by Johnson & Johnson and has received a grant and mentor ship from J & J. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 21-11045) on May 30, 2021. In the petition signed by Caleb S. Hernandez, president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Norma Ortiz, Esq., at Ortis & Ortiz, LLP is the Debtor's counsel. CHENIERE ENERGY: Egan-Jones Keeps B- Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on June 7, 2021, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Cheniere Energy, Inc. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Houston, Texas, Cheniere Energy, Inc. is an energy company focused on LNG-related businesses. CINEMARK HOLDINGS: Egan-Jones Keeps CCC Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 7, 2021, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Cinemark Holdings, Inc. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Plano, Texas, Cinemark Holdings, Inc. operates movie theaters. CLEVELAND-CLIFFS INC: S&P Upgrades ICR to 'B', Outlook Positive --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based steel maker Cleveland-Cliffs Inc. to 'B' from 'B-'. The outlook is positive. S&P said, "We raised the issue-level rating on Cliffs' senior secured debt to 'BB-' from 'B' and revised the recovery rating to '1' from '2'. We also raised the issue-level rating on Cliffs' guaranteed unsecured and nonguaranteed subordinated debt to 'CCC+' from 'CCC'. The '6' recovery rating is unchanged. "The positive outlook reflects the potential of an upgrade of Cliffs within 12 months assuming the company continues reducing debt. We expect that $2 billion lower debt and a spike in earnings will improve adjusted debt to EBITDA to about 2x in 2021, with a further ($1-$2 billion) of debt reduction in 2022 even if HRC prices average $1,000 in the next 12-18 months. "Strong steel demand conditions synchronized with company's commitment to repay debt. We expect Cliffs' adjusted leverage will decline to just under 2x by year-end 2021. We also anticipate Cliffs will benefit from strong steel demand in the U.S., supported by measured domestic production growth and import protection policies that are in place for the remainder of 2021. We project the company will generate adjusted EBITDA of in the upper end of the $4 billion-about $5 billion range for fiscal year 2021, considering our assumptions of softer HRC prices for the rest of 2021, after North America HRC prices reached an all-time high in June. Based on these assumptions, we expect Cliffs will repay about $2 billion of debt by year-end 2021 (including the balance under its asset-based lending [ABL] facility as of March 31, 2021, and the 5.75% unsecured notes outstanding). Our projected adjusted debt balance for 2021 includes approximately $4 billion in post-retirement and pension obligations and about $1.6 billion in other long-term obligations (including finance and operating leases, asset retirement obligations and series B participating redeemable preferred security, which we treat as debt). "Cliffs' vertically integrated operating model could boost profitability, but the steelmaking segment is still susceptible to overcapacity and increased imports. We expect Cliffs will generate an EBITDA margin of 22%-24% in 2021 based on higher steel price realizations ($1,100-$1,150 per ton) compared to 2020 ($941/per ton). We also assume Cliffs will sell 3 million-3.5 million tons of excess production of iron ore pellets at favorable prices this year, which should contribute to the strong margins. Cliffs' hot briquetted iron (HBI) production (supplied to its steelmaking operations) could further reduce the volatility of future earnings as the product replaces tightly supplied market for prime scrap metal. "However, we view Cliffs' blast furnace operations as having inherently higher fixed costs and as less flexible than electric arc furnace (EAF) operations. Given the global overcapacity of steel and the prevailing EAF production domestically, an increase in domestic production or potentially higher future imports could hurt Cliffs' profitability and earnings. These risks, as well as the limited track record of operating as an integrated entity, lead us to an issuer credit rating that is one notch lower than our business risk and financial risk assessments would otherwise imply. "The positive outlook reflects the potential of an upgrade of Cliffs in the next 12 months if the company continues reducing debt. We expect the company will use windfall profits to buffer its downside protection, potentially reducing reported debt by $2-$3 billion by 2023 if prices hold at about $1,000 and if the company demonstrates the improved profitability of integrated iron and steel production." S&P could upgrade Cliffs in the next 12 months if favorable market conditions persist and lead to a lower debt balance and reduced leverage. This scenario would be supported by: -- S&P's expectation that Cliffs can reduce and sustain adjusted leverage below 3x (from 6.4x on an annualized basis as of the end of first-quarter 2021) even under lower HRC and iron ore price environments; and -- Positive discretionary cash flow (free operating cash flow minus capital spending) applied toward debt reduction ($2 billion by year-end 2021 and about $1 billion in 2022). S&P could revise the outlook to stable in the next 12 months if its earnings and cash flow expectations deteriorate because of weaker markets or if Cliffs encounters operational issues in its integrated steelmaking business. Indicators of this scenario include: -- Free operating cash flow remains positive but declines materially, eliminating the flexibility to repay debt; and -- Adjusted leverage of 4x-5x on sustained basis; or -- Raw material costs increase substantially because Cliffs encounters operational disruption at its mining, pelletizing, or HBI production facilities. CM WIND DOWN: Egan-Jones Keeps CCC+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on June 11, 2021, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by CM Wind Down Topco Inc. EJR also upgraded the rating on commercial paper issued by the Company to B from C. Headquartered in Atlanta, Georgia, CM Wind Down Topco Inc. operates as a radio broadcasting company. CORPORATE COLOCATION: May Use Cash Collateral Thru August 10 ------------------------------------------------------------ Judge Ernest M. Robles authorized Corporate Colocation Inc. to use cash collateral through and including August 10, 2021, according to the budget, based on the terms of a tentative ruling entered June 9, 2021. The budget provided for $190,186 in total operating expenses. Based on the tentative ruling, the Court found that the alleged secured creditors' interests are adequately protected, citing the Debtor's information on secured claims of approximately $100,000 and the amount of accounts receivable for $250,000 securing those claims. The Court, however, did not make a finding on the administrative rent payments due to the Debtor's landlord, 530 6th Street, LLC. Judge Robles said the question of administrative rent payments is not germane to a cash collateral motion so that the Landlord may file a separate motion to assert that it is not receiving adequate rent payments. The Landlord has asserted that the Debtor is behind on monthly payments by approximately $2,730. The Debtor, for its part, said the Landlord has a different computation of the rent than that used by the Debtor due to a disagreement over a suite the Debtor previously occupied. A copy of the Court's order, with the tentative ruling, is available for free at https://bit.ly/3gWX70C from PacerMonitor.com. About Corporate Colocation Corporate Colocation Inc. operates a large server farm that provides website services to about 25 subtenants that is located at 530 West Sixth St., Los Angeles, California. Corporate Colocation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12812) on April 7, 2021. In the petition signed by Jonathan Goodman, president, the Debtor disclosed $2,284,042 in assets and $5,041,445 in liabilities. Robert M. Yaspan, Esq., at the Law Offices of Robert M. Yaspan, is the Debtor's legal counsel. Judge Ernest M. Robles is assigned to the case. CRED INC: Court Held CFO Alexander in Contempt, Doc Handover Order ------------------------------------------------------------------ Law360 reports that a federal judge in Delaware has held in contempt a former chief financial officer of bankrupt cryptocurrency venture Cred Inc. and barred him from "ever challenging" claims that disputed transactions tied to him were for an improper purpose. Judge Maryellen Noreika's two-page order followed virtual arguments June 2, 2021 on a call by Cred's Chapter 11 official committee of unsecured creditors for former CFO James Alexander's arrest and detention until he complied with emergency document demands from the U.S. Bankruptcy Court for the District of Delaware dating to February 2021. About Cred Inc. Cred Inc. is a cryptocurrency platform that accepts loans of cryptocurrency from non-U.S. persons and pays interest on those loans. Cred -- https://mycred.io -- is a global financial services platform serving customers in over 100 countries. Cred is a licensed lender and allows some borrowers to earn a yield on cryptocurrency pledged as collateral. Cred Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12836) on November 7, 2020. Cred was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. Judge John T. Dorsey oversees the cases. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel, Cousins Law LLC as local counsel, and MACCO Restructuring Group, LLC as financial advisor. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Dec. 3, 2020. The committee tapped McDermott Will & Emery LLLP as counsel, and Dundon Advisers LLC as financial advisor. Robert Stark is the examiner appointed in the Debtors' cases. Ashby & Geddes, P.A., and Ankura Consulting Group, LLC serve as the examiner's legal counsel and financial advisor, respectively. DENNY'S CORPORATION: Egan-Jones Keeps B Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 9, 2021, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Denny's Corporation. Headquartered in Spartanburg, South Carolina, Denny's Corporation operates as a full-service family restaurant chain directly and through franchises. DEWIT DAIRY: Seeks Approval to Hire Magic Valley as Auctioneer -------------------------------------------------------------- Dewit Dairy seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Magic Valley Auction, LLC to advertise and sell its equipment. The firm's commission will be based on this structure: Commission Schedule per Item: $1-$50 30% $51-$500 20% $501-$1,500 15% $1,501 & up 10% Evelyn Floyd, manager of Magic Valley, disclosed in a court filing that her firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Evelyn Floyd Magic Valley Auction PO Box 333 Wendell, ID 83355 Phone: (208)536-5000 Email: infofSjmvaidaho.com About Dewit Dairy Dewit Dairy, a company that operates a dairy farm in Wendell, Idaho, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 20-40734) on Sept. 18, 2020. At the time of the filing, the Debtor disclosed total assets of up to $50 million and total liabilities of up to $10 million. Judge Joseph M. Meier oversees the case. Matthew Todd Christensen, Esq., at Angstman Johnson, PLLC, serves as the Debtor's legal counsel. The U.S. Trustee for Region 18 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on Oct. 15, 2020. The committee is represented by Amber N. Dina, Esq. DIEBOLD NIXDORF: Egan-Jones Keeps CCC Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on June 10, 2021, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Diebold Nixdorf Incorporated. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in North Canton, Ohio, Diebold Nixdorf, Incorporated provides automatic teller machines, financial, and point of sale (POS) services. EDGEWELL PERSONAL: Egan-Jones Keeps B Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on June 9, 2021, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Edgewell Personal Care Company. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Shelton, Connecticut, Edgewell Personal Care Company operates as a personal care company. EUROPCAR MOBILITY: Declines $2.6 Bil. Takeover Bid From Volkswagen ------------------------------------------------------------------ Ed Hammond, Kiel Porter and Aaron Kirchfeld of Bloomberg News report that Europcar Mobility Group has rejected a bid from Volkswagen AG valuing the auto-rental firm at about 2.2 billion euros ($2.6 billion), people with knowledge of the matter said. A consortium led by the German carmaker offered about 44 euro cents per share for Europcar earlier this June 2021, the people said, asking not to be identified because the information is private. Europcar, which is controlled by a group of hedge funds, views the proposal as too low, the people said. Investment firm Attestor Ltd. and Dutch transport conglomerate Pon Holdings BV are among the bidding group, the people said. About Europcar Mobility Group Headquartered in Paris, France, Europcar Mobility Group S.A. is the European leader in car rental services, providing short- to medium-term rentals of passenger vehicles and light trucks to corporate, leisure and replacement. It generated revenue of around EUR1.8 billion in 2020. Europcar agreed the debt restructuring in principle with creditors on Nov. 26, 2020. The deal includes EUR475 million of new money and a debt reduction of EUR1.1 billion by fully converting the borrower's existing unsecured EUR600 million of 4.125% notes due 2024, the EUR450 million of 4% notes due 2026 and the EUR50 million Credit Suisse facility into equity. France-based car rental firm Europcar requested the opening of restructuring proceedings at the Paris Commercial Court on Dec. 14, 2020, to enable the firm to implement the debt restructuring it agreed with creditors. The proceedings took place via an accelerated timetable under the "procédure de sauvegarde financière acceleree" according to the French insolvency code. Europcar Mobility sought Chapter 15 protection (Bankr. S.D.N.Y. Case No. 20-12878) on Dec. 17, 2020. The case is handled by Honorable Michael E. Wiles. The Debtor's counsel is David R. Seligman, P.C. of KIRKLAND & ELLIS LLP. Europcar obtained approval from the Paris Commercial Court, while a U.S. court on Feb. 4, 2021, recognized the French process as "foreign main proceedings" under Chapter 15 of the U.S. Bankruptcy Code, and gave full effect to the safeguard restructuring plan. FERRO CORPORATION: Egan-Jones Keeps B Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on June 10, 2021, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Ferro Corporation. Headquartered in Mayfield Heights, Ohio, Ferro Corporation produces performance materials for industry by utilizing organic and inorganic chemistry. FIELDWOOD ENERGY: Reaches Chapter 11 Cleanup Bond Deal ------------------------------------------------------ Law360 reports that the Gulf of Mexico oil and gas driller Fieldwood Energy told a Texas bankruptcy judge Wednesday, June 23, 2021, it has reached a deal to end objections to its Chapter 11 plan by some of its surety bond issuers as the confirmation hearing for the plan headed into its fourth day. At the virtual hearing, representatives of Fieldwood told U.S. Bankruptcy Judge Marvin Isgur that they had reached a deal with some bond issuers and that by Thursday afternoon they may be able to resolve objections raised by some former owners of its wells as to how the plan will deal with future well shutdown. About Fieldwood Energy Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a portfolio company of Riverstone Holdings focused on acquiring and developing conventional assets, primarily in the Gulf of Mexico region. It is the largest operator in the Gulf of Mexico owning an interest in approximately 500 leases covering over two million gross acres with 1,000 wells and 750 employees. Fieldwood Energy and its 13 affiliates previously sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 18-30648) on February 5, 2018, with a prepackaged plan that would deleverage $3.286 billion of funded debt by $1.626 billion. On August 3, 2020, Fieldwood Energy and its 13 affiliates again filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20-33948). Mike Dane, senior vice president, and chief financial officer signed the petitions. At the time of the filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as their legal counsel, Houlihan Lokey Capital, Inc. as an investment banker, and AlixPartners, LLP, as financial advisor. Prime Clerk LLC is the claims, noticing, and solicitation agent. The first-lien group employed O'Melveny & Myers LLP as its legal counsel and Houlihan Lokey Capital, Inc. as its financial advisor. The RBL lenders employed Willkie Farr & Gallagher LLP as their legal counsel and RPA Advisors, LLC as their financial advisor. Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP and PJT Partners LP as its legal counsel and financial advisor, respectively. On August 18, 2020, the Office of the U.S. Trustee appointed a committee of unsecured creditors. Stroock & Stroock & Lavan, LLPand Conway MacKenzie, LLC serve as the committee's legal counsel and financial advisor, respectively. FLUOR CORPORATION: Egan-Jones Keeps BB- Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 8, 2021, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Fluor Corporation. Headquartered in Irving, Texas, Fluor Corporation provides oil and gas infrastructure construction services. GAMESTOP CORP: CEO Matthew Furlong Joins Board of Directors ----------------------------------------------------------- GameStop Corp. President and CEO Matthew Furlong has been appointed to the company's Board of Directors, effective June 21, 2021, with a term expiring at the company's 2022 annual meeting of stockholders. Mr. Furlong will not receive additional compensation for his service as a member of the Board. Mr. Furlong was not elected to the Board pursuant to any arrangement or understanding between him and any other persons, and there are no transactions between the company and the CEO or any of his immediate family members that require disclosure pursuant to Item 404(a) of Regulation S-K. On June 21, 2021, George E. Sherman notified the company of his resignation from the Board effective immediately. GameStop said Mr. Sherman's resignation is not because of a disagreement with the company on any matter relating to its operations, policies or practices. About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce properties and thousands of stores. GameStop reported a net loss of $215.3 million for fiscal year 2020, a net loss of $470.9 million for fiscal year 2019, and a net loss of $673 million for fiscal year 2018. As of May 1, 2021, the Company had $2.56 billion in total assets, $1.68 billion in total liabilities, and $879.5 million in total stockholders' equity. GATEWAY FOUR: Wins Cash Collateral Access ----------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, authorized David K. Gottlieb, as Chapter 11 Trustee of the Gateway Four, LP bankruptcy estate, to continue using cash collateral on an interim basis. The Trustee is authorized, on an interim basis, to use $40,900 of the funds in the Gateway Four estate to pay for the costs of security services for the period of June 1 to 18, budgeted in the amount of $39,400, and licensing and inspection fees for the period of June 1 to 18, 2021, budgeted in the amount of $1,500. The Court previously authorized the Trustee to use cash collateral to pay for expenses incurred during the period of April 1 to May 31, 2021, and listed in the June 2021 budget. The Trustee's authority to use the funds in the Gateway Four estate to pay for all of the Previously Approved Expenses and the Immediate Approved Expenses will be in accordance with and subject in all respects to the terms of the First Interim DIP Financing/Cash Collateral Order, the First Final DIP Financing/Cash Collateral Order and the April 2021 DIP Financing/Cash Collateral Order. All of the rights and protections afforded to Romspen Mortgage Limited Partnership, KPRS Construction Services, Inc., Largo and all other parties who assert an interest in the assets of the Gateway Four estate as set forth in the prior court orders will continue in effect on the terms set forth therein. A final hearing on the matter is scheduled for July 1, at 11:00 a.m. About Gateway Four LLP Gateway Four LP and its affiliates Gateway Two LP and Gateway Five LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-11581) on Aug. 31, 2020. In the petition signed by its president, James Acevedo, Gateway Four disclosed up to $100 million in assets and up to $50 million in liabilities. Judge Martin R. Barash oversees the case. Daniel M. Shapiro, Esq., Attorney at Law serves as the Debtors' counsel, and the Law Office of Sevan Gorginian as co-counsel. David K. Gottlieb of D. Gottlieb & Associates, LLC, has been appointed as Chapter 11 Trustee. He is represented by Ron Bender, Esq. and Krikor J. Meshefejian, Esq. at Levene, Neale, Bender, Yoo & Brill L.L.P. Romspen Mortgage Limited Partnership, as Lender, is represented by: Jason DeJonker, Esq. BRYAN CAVE LEIGHTON PAISNER LLP 161 North Clark Street, Suite 4300 Chicago, IL 60601-3315 GENESIS INVESTMENT: Files Amendment to Disclosure Statement ----------------------------------------------------------- Genesis Investment, LLC, submitted an Amended Disclosure Statement for its proposed Plan of Reorganization dated June 22, 2021. The Debtor In Possession's assets consist of 2 pieces of real property commonly known as 3099 Delaware Ave, Kenmore, NY 14217 and 1346 Niagara Falls Blvd, Tonawanda NY 14150, $21,535.48 in its cgecking account. The funds in the Debtor In Possession's checking account have been furnished by Genesis Investment, LLC rents and the operating business located at 3099 Delaware Ave, Kenmore, NY 14217 and 1346 Niagara Falls Blvd, Tonawanda NY 14150 in order to provide initial installment of funding for the Plan. Prior to the Petition Date, the accountant for the Debtor In Possession has been allocating for accounting and tax purposes, the sum of $93,312.00 annually for mortgage payments and real property taxes associated with 3099 Delaware Avenue and 1346 Niagara Falls Blvd. The Debtor In Possession will be taking monthly draws of $2,500.00 from each of the operating businesses located at 3099 Delaware Ave and 1346 Niagara Falls Blvd. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditor and the equity holder: * The unsecured claim of Wolfgang & Weinman in the amount of $18,400 is impaired under the Plan and the Plan contemplates that a total of $9,016 will be distributed to the unsecured claim over a 60-month period. No Pre-Petition interest will be paid on such payments over the life of the Plan. The Debtor estimates that this will represent a distribution to the unsecured creditor of approximately 49% of the claim. * The Plan provides for the full and complete retention of the interests of equity security interest during the consummation and upon completion of the Plan. The Debtor In Possession proposed an operating Plan of Reorganization to be funded out of payments made by rents generated from Genesis Investment, LLC and draws from the operating businesses located at 3099 Delaware Ave and 1346 Niagara Falls Blvd. The amount required under the Plan to be paid upon confirmation will be paid out of the cash in the Debtor In Possession account which will be funded by Genesis Investment LLC in accordance with the Valu Muffler & Brake Auto Center Agreement and The Value Auto Center Agreement and draws from the operating businesses located at 3099 Delaware Ave and 1346 Niagara Falls Blvd. In the event that there is insufficient cash in the Debtor In Possession account to pay the total amount and maintain sufficient cash reserves to cover ongoing operational expenses, the attorney of the Debtor will agree to different treatment consisting of payment over a period not greater than 6 months after the effective date of the Plan. A full-text copy of the Amended Disclosure Statement dated June 22, 2021, is available at https://bit.ly/3gR2aAT from PacerMonitor.com at no charge. Counsel for the Debtor: Richard J. Friedman, Jr. RJ Friedman Attorneys 202 Main Street Hamburg, NY 14075 Phone: 716-648-8000 Fax: 716-649-7672 About Genesis Investment Genesis Investment, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-11907) on Sept. 25, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Michael J. Kaplan presides oversees the case. RJ Friedman Attorneys represents the Debtor as bankruptcy attorney. GIRARDI & KEESE: Additional Claims Filed Ahead of Deadline ---------------------------------------------------------- Law360 reports that the creditors filed $46 million in additional claims against Girardi Keese before the close of a Wednesday, June 23, 2021, court deadline, bringing to $129 million the total amount allegedly owed by the bankrupt law firm founded by disgraced plaintiffs attorney Thomas V. Girardi. The occasion marks a grim milestone for Girardi Keese, which was once a nationwide mass torts powerhouse before it was dragged into involuntary bankruptcy in December, just days after Girardi admitted he'd stolen $2 million from a settlement fund for orphans and plane crash victims in a case he'd been handling. 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 GLOBAL FOODS: Unsecureds to Recover 21.72% of Claims in Plan ------------------------------------------------------------ Global Foods Group, Inc. filed with the Bankruptcy Court a Plan of Reorganization. The Plan proposes to pay creditors from cash flow from operations of its food business and/or any other future income. It provides for 4 classes of secured claims; 2 class of priority claims; 1 classes of general non-priority unsecured claims; and 1 class of equity security holder claims. Debtor estimates that there will be a dividend pool for unsecured creditor claims over the term of the plan which will pay a dividend of approximately 21.72% to allowed general unsecured creditors. Class 6 Allowed general unsecured Claims consists of approximately $3,604,991, which may or may not include any deficiency claims from collateral under rejected leases or the balance of secured debts that exceed collateral value. The Debtor shall pay to Class 6 claims the Debtor's projected amount of disposable income over five years to be made semi-annually in February and August of each year beginning in February 2022. Based on the Debtor's projected disposable income over the next five years, the Debtor will pay $782,860 in aggregate to Class 6 allowed general Unsecured Claims based on their respective pro rata share. This class is impaired and entitled to vote on the Plan. The Post-Confirmation Officers/Managers and their compensation, shall be: Robbie Brown President $113,675 Rhonda Brown Treasurer $40,957 David Brown Employee $36,457 Ethan Brown Employee $51,587 Ryan Brown Part-time Employee varies A copy of the Plan is available for free at https://bit.ly/3A6x9R0 from PacerMonitor.com. About Global Foods Group Global Foods Group, Inc. is the fee simple owner of a property located at 245 Quality Drive, Clinton, Ark., valued at $2.9 million. Global Foods Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 21-10758) on March 20, 2021. Robble Brown, president, signed the petition. At the time of the filing, the Debtor disclosed $7,103,607 in total assets and $6,964,186 in total liabilities. Judge Ben T. Barry oversees the case. The Debtor tapped Wright, Lindsey & Jennings, LLP and Timothy A. Bunch CPA, P.A. as its legal counsel and accountant, respectively. GOLDEN HOTEL: Wins Cash Collateral Access Thru Sept. 5 ------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, Santa Division, has authorized Golden Hotel LLC to use cash collateral on an interim basis through September 5, 2021. The Debtor is authorized to use cash collateral in accordance with the budget agreed to by the Debtor and Wells Fargo. The expenditures during the period covered by the Budget are not to exceed 115% per budget line item set forth in the Budget for such period. Wells Fargo will receive a replacement lien in the Debtor's post-petition revenues, in and to the same extent, validity, and priority as any duly perfected and unavoidable lien in the Debtor's cash held by Wells Fargo as of the Petition Date, limited to the amount of any cash collateral as of the Petition Date and to the extent cash collateral is actually used by the Debtor. The Debtor will also prepare, on a weekly basis, a report for the immediate preceding week of: (a) the daily occupancy percentage; (b) the daily average room rate; (c) the gross income, expenses, and net income for such week; and (d) any loans or contributions from any third party during such week. The Weekly Report will be provided to any party in interest who requests it from the Debtor's bankruptcy counsel. A copy of the order and the Debtor's budget from June to September is available for free at https://bit.ly/35MAmHi from PacerMonitor.com. The Debtor projects $633,803 in cash receipts and $674,526 in expenses. About Golden Hotel LLC Golden Hotel is a privately held company in the traveler accommodation industry. Golden Capital is primarily engaged in renting and leasing real estate properties. Golden Hotel LLC and Golden Capital Venture LLC concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 20-12636 and 20-12637, respectively) on September 21, 2020. The petitions were signed by Hieu M. Bui, manager. At the time of filing, the Debtors estimated $10 million to $50 million in both assets and liabilities. Judge Scott C. Clarkson oversees the case. Lei Lei wang Ekvall, Esq. at SMILEY WANG-EKVALL, LLP represents the Debtor as counsel. On December 21, 2020, the Debtors filed their Joint Chapter 11 Plan of Reorganization and explanatory Disclosure Statement. HANESBRANDS INC: Egan-Jones Keeps B+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on June 10, 2021, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Hanesbrands Inc. Headquartered in Winston-Salem, North Carolina, Hanesbrands, Inc. manufactures apparels and clothing products. HARSCO CORPORATION: Egan-Jones Keeps B+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 8, 2021, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Harsco Corporation. Headquartered in Camp Hill, Pennsylvania, Harsco Corporation is an industrial services and engineered products company. HEALTH ASSET: Claims to be Paid From Sale Proceeds -------------------------------------------------- Health Asset Management, Inc., submitted First Amended Subchapter V Plan of Reorganization. This Amended Plan provides for the partial repayment of all Allowed Claims. Such repayment will occur, primarily, from the Debtor's proposed sale of its assets or, if no sale is completed, from the Debtor's business income. The Plan proposes to treat claims and interests as follows: * Class 1 – Holders of General Unsecured Claims. No later than 10 days after the Effective Date, the Debtor will distribute the Distributable Sale Proceeds, plus any cash Debtor has in its accounts which is not necessary to consummate this Amended Plan, to the holders of Allowed Claims in Class 1 on a pro rata basis. Class 1 is impaired. * Class 2 – Equity Interest Holders of the Debtor. On the Effective Date, the Equity Interest Holders of Debtor shall retain initially their interest and all associated rights, subject to the provision of the Amended Plan. The members of Class 2 shall receive, on a pro rata basis, any Distributable Sale Proceeds not necessary to satisfy the holders of (a) Allowed Unclassified Claims in full, (b) Allowed Class I Claims in full, and (c) costs to consummate this Amended Plan. Class 2 is impaired. Attorney for the Debtor: Robert D. Wilcox WILCOX LAW FIRM 1301 Riverplace Blvd., Suite 800 Jacksonville, Florida 32207 Telephone: (904) 405-1250 E-mail: rw@wlflaw.com pp@wlflaw.com A copy of the Disclosure Statement is available at https://bit.ly/3j9kaYz from PacerMonitor.com. About Health Asset Management Health Asset Management, Inc. -- https://papertracer.com -- is a computer software provider headquartered in Jacksonville, Florida. The Company developed PaperTracer, a software that automates contracts by integrating paper and digital documents into a centralized database. Its tracking and reporting capabilities simplify audit procedures to support management and regulatory compliance requirements for workflow processes. Health Asset Management filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-03000). The petition was signed by Marilyn E. Tarpley, president. At the time of the filing, the Debtor disclosed estimated assets of less than $50,000 and estimated liabilities of $1 million to $10 million. Robert D. Wilcox, Esq., of the Wilcox Law Firm serves as the Debtor's counsel. HERMELL PRODUCTS: Gets Final Court Nod on Cash Collateral Access ---------------------------------------------------------------- Judge James J. Tancredi authorized Hermell Products, Inc. to use cash collateral, on a final basis, to pay actual, necessary ordinary course expenses, according to the budget from the date of entry of the final order until the occurrence of a termination event. A termination event occurs when (i) the Debtor fails to comply with the material terms of the final order; (ii) the Debtor seeks approval of DIP financing with liens superior to those of certain claimants; or (iii) the Debtor fails to comply with the budget during the budget period. The six-months budget from June through November 2021 provided for monthly costs of goods sold and total expenses, as follows: Total Total Month Cost of Goods Sold Expenses ----- ------------------ -------- June $129,742 $41,717 July $126,625 $42,850 August $137,457 $49,299 September $133,427 $43,090 October $138,749 $49,437 November $128,087 $44,731 As of the Petition Date, these Claimants assert interests in the cash collateral: 1. Windsor Federal Savings and Loan asserted two secured UCC-1 claims against money loaned to the Debtor for $34,586 and $326,763; 2. U.S. Small Business Administration asserted a secured UCC-1 claim against money loaned to the Debtor for $154,747, which claim the Debtor disputes; 3. The Business Backer, LLC asserts a UCC-1 claim regarding a Purchase of Receivables Agreement for $112,162, which the Debtor disputes. The State of Connecticut, Department of Economic and Community Development, according to the Debtor, may hold a valid personal property lien and security interest in certain of the Debtor's personal property arising from certain security agreements and UCC-1 filings. The Debtor disputes this claim. Celtic Bank/Kabbage Funding may also claim a security interest in certain personal property of the Debtor by virtue of certain asserted security interests and UCC-1 filings, which claim the Debtor also disputes. The Claimants are granted senior security interests in and liens upon all of the Debtor's personal property and real estate in exchange for the continued use of cash collateral and as adequate protection for the Claimants' interests. The Claimants also shall have allowed administrative expense claims that are senior to all other administrative expense claims, to the extent of postpetition diminution in value, if any, as additional adequate protection. A copy of the final order is available for free at https://bit.ly/3zM6Tez from PacerMonitor.com. About Hermell Products Hermell Products, Inc. -- https://www.hermell.com/ -- offers comfortable and supportive medical equipment including, orthopedic supports, slings, cervical and lumbar cushions, foot care products, decubitus care products, wheelchair and seating cushions, and a collection of products for the bed. Hermell Products sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Conn. Case No. 21-20284) on March 25, 2021. In the petition signed by Ronald G. Pollack, president, the Debtor disclosed $710,254 in assets and $2,125,418 in liabilities. Judge James J. Trancredi oversees the case. The Debtor tapped Novak Law Office, P.C. as its legal counsel and Bardaglio Hart & Shuman, LLC as its accountant. Timothy Miltenberger has been appointed Sub-chapter V Trustee of the estate. HIGHLAND CAPITAL: Ex-CEO Gets Temporary Sanctions Reprieve ---------------------------------------------------------- Daniel Gill of Bloomberg Law reports that bankrupt Highland Capital Management LP agreed to delay receiving a court-ordered $450,000 sanction payment from former CEO James Dondero while his appeal is pending, following his plan to deposit a cash bond with the court. The agreement, approved Tuesday, June 22, 2021, by Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas, is the latest turn in the Dallas-based investment firm's ongoing legal battle with Dondero over how its bankruptcy case was handled and his alleged influence over its operations and trades. About Highland Capital Management Highland Capital Management, LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital is the world's largest non-bank buyer of leveraged loans in 2007. It also manages collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Collateralized loan obligations are created by bundling together loans and repackaging them into new securities. Highland Capital Management sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. Jernigan is the case judge. At the time of the filing, Highland had between $100 million and $500 million in both assets and liabilities. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, Foley & Lardner LLP as special Texas counsel, and Teneo Capital, LLC as litigation advisor. Kurtzman Carson Consultants, LLC is the claims and noticing agent. The U.S. Trustee for Region 6 appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP and Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, and FTI Consulting, Inc. as financial advisor. HILLTOP AT DIA: Case Summary & 17 Unsecured Creditors ----------------------------------------------------- Debtor: Hilltop at DIA, LLC DBA Sebastian Partners, LL c/o Michael Graham 5455 Landmark Place #413 Englewood, CO 80111 Business Description: Hilltop at DIA, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 23, 2021 Court: United States Bankruptcy Court District of Colorado Case No.: 21-13309 Judge: Hon. Thomas B. Mcnamara Debtor's Counsel: Christian C. Onsager, Esq. ONSAGER FLETCHER JOHNSON LLC 600 17th St. Ste. 425N Denver, CO 80202 Tel: 720-457-7070 Email: consager@OFJlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Michael D. Graham, manager of Sebastian Partners, LLC, manager. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IX5LLJI/Hilltop_at_DIA_LLC__cobke-21-13309__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 17 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Brad Carlson, Analyst Analyst Fees $1,746 Toptal LLC 2810 N Church St#36879 Wilmington, DE 19802-4447 2. Christopher P. Harff Litigation $82,767 Highline Financial Group, LLC 9493 S Shadow Hill CircleLone Tree, CO 80124 3. Clifton Larson District $435 8390 E Crescent Accounting Pkwy Unit 300 Fees Englewood, CO 80111 4. Fidelity National Title Insurance $13,892 Title Insurance Co Attn: Mary Romano 4643 S Ulster St Ste 500 Denver, CO 80237 5. Fox Rothschild Attorneys Fees $30,246 2000 Market St 20 Fl Philadelphia, PA 19103-3222 6. Granite Properties Office Lease $51,270 PO Box 201365 Dallas, TX 75320-1365 7. Josefina /Varsovia Fernandez COO for Hilltop $19,000 10390 Ashton Ave Los Angeles, CA 90026 8. Kelsey Jamie Buechler Attnorneys Fees $11,000 999 18th St Ste 1230S Denver, CO 80202 9. Liberty Mutual General $4,722 PO Box 188025 Liability Fairfield, OH 45018-8025 Insurance 10. Limor Goodman CPA $18,000 160 Rockhill Rd Bala Cynwyd, PA 19004 11. LSC Transportation Avelon $5,100 1889 York St Denver, CO 80206 Engineering 12. Markus Williams Counsel for $220,666 Young & Hunsicker LLC Court Appointed Attn: Matthew T.Faga Receiver Attn: Peter Q. Murphy 1775 Sherman St Ste 1950 Denver, CO 80203 13. PCS Group Inc. $29,661 PO Box 18287 Denver, CO 80218-0287 14. Perkins Coie LLP Attorneys Fees $972,000 1201 Third Ave Ste 4900 Seattle, WA 98101 15. Shumaker Mallory, LLP Attorneys Fees $1,650 333 S Grand Ave Ste 3400 Los Angeles, CA 90071 16. White Bear Fees $21,204 (Metro District) 2154 E Commons Ave #2000 Littleton, CO 80122 17. WIPFLI CPA and $24,196 7887 E Bellview Ave Consultants Ste 700 Englewood, CO 80111 HOSPITALITY INVESTORS: Brookfield Takes Over After Plan Okayed -------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that Hospitality Investors Trust Inc., a real estate investment trust with stakes in 100 hotels driven into bankruptcy by the pandemic, won court approval of its reorganization plan that will pay creditors in full. Under the plan, the REIT's preferred equity holder -- Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC -- will see its pre-bankruptcy stake canceled but will take 100% of the equity in the company emerging from Chapter 11. Common equity investors will receive one "contingent value right" of the post-bankruptcy company for each share of their pre-bankruptcy interest. About Hospitality Investors Trust Headquartered in New York, Hospitality Investors Trust, Inc. -- http://www.HITREIT.com/-- is a self-managed real estate investment trust that invests primarily in premium-branded select-service lodging properties in the United States. As of Dec. 31, 2020, Hospitality Investors Trust owns or has an ownership interest in a total of 101 hotels, with a total of 12,673 guestrooms in 29 states. Hospitality Investors Trust and subsidiary, Hospitality Investors Trust Operating Partnership LP, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10831) on May 19, 2021. In the petition signed by CEO and president, Jonathan P. Mehlman, Hospitality Investors Trust disclosed total assets of $1,701,867,000 as of March 31, 2021 and total liabilities of $1,360,423,000 as of March 31, 2021. The cases are handled by Honorable Judge Craig T. Goldblatt. The Debtors tapped Proskauer Rose, LLP and Potter Anderson & Corroon, LLP as legal counsel, and Jefferies LLC as financial advisor. Morrison & Foerster, LLP serves as legal counsel to the independent directors. Epiq Corporate Restructuring, LLC is the Debtors' claims agent. HOST HOTELS: Egan-Jones Keeps BB Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on June 9, 2021, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Host Hotels & Resorts, L.P. Headquartered in Maryland, Host Hotels & Resorts, L.P. operates as a real estate investment trust. HUSCH & HUSCH: $200K Sale of Rental Homes Approved; Amends Plan --------------------------------------------------------------- Husch & Husch, Inc., submitted a Third Amended Plan of Reorganization and a Disclosure Statement on June 22, 2021. The Debtor has been looking for financing to pay off Heritage Bank and set up a line of credit since before Heritage Bank began its suit. Debtor's representatives have inquired in various degrees of not less than 10 banks and/or financing companies. As of the date of this Third Amended Disclosure Statement, Debtor does not have a loan and/or loans of sufficient amount to pay all creditors in full, with an additional one million dollar line of credit. Debtor's representatives are exploring if, when, and how Debtor, Debtor's Business, or Debtor's assets may be sold. Debtor's Plan provides if it cannot obtain financing in a sufficient amount to retire the Heritage Bank debt, it will sell its business and all of its assets. It now specifically provides for the appointment of a Liquidating Agent. The Plan provides that within 30 days of Confirmation, a person shall be designated as Liquidating Agent. Liquidating Agent shall assume control over all property of the estate, shall sell/liquidate the same, and disburse the liquidation sales proceeds pursuant to the terms of this Plan. It further provides that Debtor's representatives and Heritage Bank shall attempt to jointly agree upon and designate the Liquidating Agent. If agreement cannot be made, each shall submit a proposed Appointee to Court. After notice and hearing, a Liquidating Agent shall be appointed by Court. The Plan requires that Debtor and/or Liquidating Agent shall employ a licensed real estate broker and use its best efforts to sell Rental Homes. It further requires that the price and terms of sale shall be fixed upon notice and hearing. Rental Homes have been approved to be sold for $200,000 cash. The Court entered an order approving sale on December 16, 2020. The sale is in the process of closing. The Debtor's Plan requires that Debtor shall employ counsel and use its best efforts to liquidate the account receivable and lien claim Debtor asserts against Gray Land & Livestock, LLC and its property. Class 1 member Hummer & Boyd has been employed to liquidate the claim. The Plan specifies that the Net Proceeds of Liquidation shall be distributed, to the extent sufficient. The claim has been resolved, with the resolution approved by court. The monies received have been disbursed to Heritage Bank. The only member of Class 13 at the present time is Helena Agri Enterprises, Inc. On or about March 20, 2020, the Court entered an Interim Order and on April 10, 2020, the Court entered a final order authorizing Debtor to obtain secured credit from product suppliers of Class 13 and grant them liens upon property of estate. To date, only Helena Agri Enterprises has extended Debtor credit pursuant to the orders of Court. It holds a first priority, security interest in certain of Debtor's inventory and accounts receivable. Amount due to this Class could be as much as $1.75 million dollars. It is proposed in Plan that the allowed claims of Class 14 (Unsecured) shall be paid in full together with interest. It proposes they shall be paid in 12 equal quarterly installments, with the first installment shall be paid in the third full quarter following Confirmation. However, should Liquidating Agent be appointed, periodic payments shall not be made. Said class shall be paid only upon the sale property sufficient to first pay all other claims in full. Should Debtor continue its business, Debtor shall pay Debtor's disposable net income for a period needed to pay all claims in full commencing on Effective Date. A full-text copy of the Third Amended Disclosure Statement dated June 22, 2021, is available at https://bit.ly/3xOz4Yw from PacerMonitor.com at no charge. The Debtor's counsel: KEVIN O'ROURKE DAN O'ROURKE SOUTHWELL & O'ROURKE, P.S. 960 Paulsen Center W. 421 Riverside Avenue Spokane, WA 99201 Tel: (509) 624-0159 About Husch & Husch Husch & Husch, Inc. -- http://www.huschandhusch.com/-- is a family-owned and operated agricultural chemical and fertilizer company located in Harrah, Washington. It provides conventional and organic fertilizers, micro-nutrient technology, and chemicals to help make lawn, garden, agronomic crops, and fruit trees grow to their full potential. Husch & Husch was founded in 1937 by Pete Husch. Husch & Husch, Inc., based in Harrah, WA, filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 20-00465) on March 4, 2020. In the petition signed by CFO Allen Husch, the Debtor disclosed $12,284,732 in assets and $5,966,019 in liabilities. Dan O'Rourke, Esq., at Southwell & O'Rourke, P.S., is the Debtor's bankruptcy counsel. INTERDIGITAL INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on June 8, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by InterDigital, Inc. Headquartered in Wilmington, Delaware, InterDigital, Inc. designs and develops technology for advanced digital wireless telecommunications applications. INTERNATIONAL AUTO: Case Summary & Unsecured Creditor ----------------------------------------------------- Debtor: International Auto Fleet Corp. 6985 W Sahara Ave Suite 114 Las Vegas, NV 89117 Business Description: The Debtor is a car dealer located in Las Vegas, Nevada. Chapter 11 Petition Date: June 24, 2021 Court: United States Bankruptcy Court District of Nevada Case No.: 21-13166 Debtor's Counsel: David Riggi, Esq. RIGGI LAW 5550 Painted Mirage Road Suite 320 Las Vegas, NV 89149 Tel: 702-463-7777 Email: riggilaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Martin Reyes, secretary. The Debtor listed Capital One as its sole unsecured creditor holding a claim of $8,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GKCM3VQ/International_Auto_Fleet_Corp__nvbke-21-13166__0001.0.pdf?mcid=tGE4TAMA IONIS PHARMACEUTICALS: Egan-Jones Keeps BB- Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on June 10, 2021, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Ionis Pharmaceuticals Inc. Headquartered in Carlsbad, California, Ionis Pharmaceuticals, Inc. operates as a biotechnology company. ISIS MEDICAL: Unsecureds to Get Net Excess Funds ------------------------------------------------ ISIS Medical, Inc., submitted a Chapter 11 Subchapter V Plan. The risks associated with the Plan are that the Debtor will not be able to operate profitably going forward, and that the Debtor will not be able to grow its client base and revenues, however, Debtor believes that those risks are relatively low, and Debtor believes that it will be able to operate and generate a dividend for it unsecured creditors. The benefit of this Plan is that it will allow a small business to continue operations while providing employment and benefits to its workforce. The benefit to all creditors is that they will receive a portion of their outstanding debt with the possibility of a higher return if the reorganized Debtor is successful. The Plan will treat claims as follows: * Class 3.0 consists of the Claim of FCBank, a Division of CNB Bank totaling $2,325,580. Creditor will receive total payment of $1,995,982, plus interest at the rate of 5.0% per annum. Payments on FCBank's Claim shall be amortized over a 98-month period and paid over the course of not more than sixty months from the Effective Date. Class 3.0 is impaired. * Class 3.1 claim consists of lessors of telemetry monitors manufactured by TZ Medical. Each of the lessors of the TZ Medical equipment will have their collateral returned to them be returned to them based upon its secured claim. The remaining balances owed to the lessors shall be paid as provided in Class 4. Class 3.1 is impaired. * Class 4, Unsecured creditors holding Allowed Claims will receive distributions once a year of the Net Excess Funds. The Net Excess Funds will be distributed pro rata annually to Class 4 creditors on November 1st of each year beginning on the First Distribution Date and continuing on each Subsequent Distribution Date. Class 4 is impaired. The Debtor anticipates the continued operations of the business will be adequate to fund the Plan over the next five years. Attorney for the Debtor: Paul H. Shaneyfelt 315 Public Square Suite 204 Troy, Ohio 45373 Telephone: (937) 216-7727 Facsimile: (937) 552-9954 E-mail: paulshaneyfeltlaw@gmail.com A copy of the Disclosure Statement is available at https://bit.ly/2SOGVqb from PacerMonitor.com. About ISIS Medical ISIS Medical, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio Case No.: 20-32705) on Dec. 17, 2020. Colleen Duch, vice-president and sole shareholder of the Debtor, signed the petition. At the time of the filing, the Debtor disclosed $13,900,974 in assets and $6,034,068 in liabilities. Judge Guy R. Humphrey oversees the case. Shaneyfelt & Associates, LLC is the Debtor's legal counsel. ISTAR INCORPORATED: Egan-Jones Keeps B+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 9, 2021, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by iStar Inc. Headquartered in New York, New York, iStar Inc. operates as a real estate investment company. J2 GLOBAL: Egan-Jones Keeps BB Senior Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company, on June 10, 2021, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by j2 Global, Inc. Headquartered in Los Angeles, California, j2 Global, Inc. provides cloud-based communications and storage messaging services. JFG HOLDINGS: Confirmation Hearing Slated from July 27 ------------------------------------------------------ Judge Edward Morris entered an amended order approving the Disclosure Statement of JFG Holdings, Inc. Judge Morris fixed July 21, 2021 as the last day for filing written acceptances or rejections of the Plan. July 21 is also the last day for filing objections to Plan confirmation. The hearing to consider confirmation of the Plan is set for July 27, 2021 at 1:30 p.m. A copy of the order is available at https://bit.ly/3xOeXJR from PacerMonitor.com at no charge. About JFG Holdings JFG Holdings, Inc., a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43378) on Nov. 2, 2020. JFG Holdings President Janice Grimes signed the petition. At the time of filing, the Debtor estimated assets of up to $50,000 and estimated liabilities of $1 million to $10 million. Eric A. Liepins, P.C., serves as the Debtor's legal counsel. KATERRA INC: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Katerra, Inc. and its affiliates. The committee members are: 1. Liberty Mutual Insurance Company Attn: Gretchen Eck P.O. Box 34526 Seattle, WA 98124-1526 Tel: 847-396-7101 Fax: 866-548-7309 E-mail: gretchen.eck@libertymutual.com Counsel: Manier & Herod, P.C. Sam Poteet, Esq. Michael E. Collins, Esq. 1201 Demonbreun St., Suite 900 Nashville, TN 37203 Tel: 615-429-2145 Fax: 615-242-4203 E-mail: spoteet@manierherod.com mcollins@manierherod.com 2. Haddad Plumbing & Heating, Inc. Attn: Joann Haddad 1223 Broad Street Newark, NJ 07114 Tel: 973-424-1177 Fax: 973-424-1002 E-mail: jhaddad@haddadplumbing.com Counsel: Brach Eichler LLC Carl J. Soranno, Esq. 101 Eisenhower Parkway Roseland, NJ 07068 Tel: 973-403-3127 Fax: 973-618-5527 E-mail: csoranno@brachheichler.com 3. Thyssenkrupp Elevator Corporation Attn: Dan Falvo 3100 Interstate North Circle SE, Suite 500 Atlanta, GA 30339 Tel: 770-268-1371 E-mail: daniel.falvo@tkelevator.com 4. Autumn Lake Recreation Association, Inc. c/o Sandcastle Community Management Attn: Michael T. Bannigan 9150 Galleria Court, Suite 201 Naples, FL 34109 E-mail: mtb1945@gmail.com Counsel: Jones Walker Joseph Bain, Esq. 811 Main Street, Suite 2900 Houston, TX 77002 Tel: 713-437-1870 Fax: 713-437-1917 E-mail: jbain@joneswalker.com 5. American Architectural Window & Door Inc. Attn: John Zoetjes 156 Woodport Road Sparta, NJ 07871 Tel: 800-495-8175 Fax: 973-726-4921 E-mail: john@americanarchitectural.com Counsel: Riker Danzig Scherer Hyland Perretti LLP Joseph Schwartz, Esq. One Speedwell Avenue Morristown, NJ 07962 Tel: 973-451-8506 Fax: 973-451-8727 E-mail: jschwartz@riker.com 6. Ro2 Knipe Village LLC Attn: Jonathon Vento 214 East Roosevelt St. Phoenix, AZ 85004 Tel: 312-835-4444 E-mail: jv@tmenorthstudio.com Counsel: DLA Piper LLC Attn: Ben Winger, Esq. 444 W. Lake St., Suite 900 Chicago, IL 60606-0089 Tel: 312-368-2172 E-mail: benjamin.winger@us.dlapiper.com 7. Jonathan Sanchez Attn: Justin Paul Rodriguez, Esq. Shimoda Law Corp. 9401 E. Stockton Blvd., Suite 120 Elk Grove, CA 95624 Tel. 916-430-3304 E-mail: jksanchez14@icloud.com Counsel: Shimoda Law Corp. Justin Paul Rodriguez, Esq. 9401 E. Stockton Blvd., Suite 120 Elk Grove, CA 95624 Tel: 916-525-0716 Fax: 916-760-3733 E-mail: jrodriguez@shimodalaw.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Katerra Inc. Based in Menlo Park, Calif., Katerra Inc. is a Japanese-funded, American technology-driven offsite construction company. It was founded in 2015 by Michael Marks, former chief executive officer of Flextronics and former Tesla interim CEO, along with Fritz Wolff, the executive chairman of The Wolff Co. Katerra offers technology-driven design, manufacturing, and assembly solution for bathroom pods, door and window, furniture, and modular utility systems. Katerra and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-31861) on June 6, 2021. In its petition, Katerra estimated assets of between $500 million and $1 billion and estimated liabilities of between $1 billion and $10 billion. Judge Marvin Isgur oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; and Alvarez & Marsal North America, LLC as financial and restructuring advisor. Prime Clerk LLC is the claims and noticing agent. KINDRED HEALTHCARE: S&P Places 'B+' ICR on CreditWatch Negative --------------------------------------------------------------- S&P Global Ratings placed all of its ratings on Kindred Healthcare LLC, including its 'B+' issuer credit rating and issue-level ratings, on CreditWatch with negative implications. The CreditWatch placement reflects a potential rating downgrade resulting from the application of S&P Global Ratings' group rating methodology criteria where a core entity will have the same issuer credit rating as its group parent. LifePoint Healthcare's current issuer credit rating is 'B' with a positive outlook. Kindred Healthcare LLC agreed to be acquired by LifePoint Health Inc. for an undisclosed amount. S&P views a core entity as integral to the group's current identity and future strategy. The rest of the group is likely to support these entities under any foreseeable circumstances. If the transaction is not completed, S&P would remove the CreditWatch placement, assuming that Kindred's credit metrics, financial and operational performance remain in line with its current expectations. KNOW LABS: Receives Additional Patent for Bio-RFIDTM Technology --------------------------------------------------------------- Know Labs, Inc. has been granted an additional patent for its Bio-RFIDTM technology, growing its substantial patent portfolio to 57 issued and pending patents, an important milestone for the company. "We are building a breakthrough platform technology that will revolutionize medical diagnostics, beginning with what we believe will be the world's first non-invasive glucose monitoring device," said Phil Bosua, Know Labs CEO and Bio-RFID inventor. "This patent is critical because without the ability to control the timing of the frequency capture, accurate non-invasive measurements using radio frequency on the human body are not possible. We've been granted 22 patents to date and have 35 more pending. Our advances will lead to breakthroughs in diagnostics and potentially disease prevention, so we are pursuing and delivering on a disciplined intellectual property strategy to protect our innovative technology and its value." U.S. Patent No. 11,033,208 was issued by the United States Patent and Trademark Office and is titled "Fixed Operation Time Frequency Sweeps for an Analyte Sensor." The patent relates to how operation of the Know Labs Bio-RFID sensor technology is controlled. The sensing routines conducted by the sensor to non-invasively detect an analyte in the body are conducted substantially identically to one another, which means results are obtained under as close to identical conditions as possible. This allows for a more accurate comparison between the results of each sensing routine, increasing the precision and accuracy of the Know Labs Bio-RFID sensor technology in non-invasively measuring and identifying a variety of analytes, including glucose. Know Labs recently reported successful results from an independent pre-clinical study validating the company's Bio-RFID technology. This newly issued patent demonstrates the accuracy and sensitivity of the sensor, which is necessary for successful FDA clinical trials for the company's non-invasive blood glucose monitor. Know Labs will continue to align its product development efforts with its intellectual property strategy. The company continues to file new patents regularly and will provide further detail on the scope and reach of its intellectual property portfolio as patents are issued. About Know Labs Know Labs, Inc., was incorporated under the laws of the State of Nevada in 1998. Since 2007, the Company has been focused primarily on research and development of proprietary technologies which can be used to authenticate and diagnose a wide variety of organic and non-organic substances and materials. The Company's Common Stock trades on the OTCQB Exchange under the symbol "KNWN." Know Labs reported a net loss of $13.56 million for the year ended Sept. 30, 2020, compared to a net loss of $7.61 million for the year ended Sept. 30, 2019. As of March 31, 2021, the Company had $15.91 million in total assets, $8.06 million in total current liabilities, $432,059 in total non-current liabilities, and $7.41 million in total stockholders' equity. BPM LLP, in Walnut Creek, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Dec. 29, 2020, citing that the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. L BRANDS: Egan-Jones Hikes Senior Unsecured Ratings to B- --------------------------------------------------------- Egan-Jones Ratings Company, on June 11, 2021, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by L Brands Inc. to B- from CCC+. Headquartered in Columbus, Ohio, L Brands, Inc. sells women's apparel and beauty products. L&L WINGS: Wins Cash Collateral Access Thru Aug. 6 -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has authorized L&L Wings, Inc. to use the cash collateral of TD Bank, N.A. on an interim basis in accordance with the budget. The Debtor said it does not have sufficient available sources of working capital and financing to carry on the operations of its business without the use of Cash Collateral. The Debtor said its ability to pay employees and operating costs is essential to its continued viability. The Debtor added that its need to access Cash Collateral is immediate. The Court held that the Debtor's authority to use Cash Collateral is limited to payment of authorized expenses pursuant to the budget, subject to a 15% variance on total operating disbursements calculated on a cumulative basis, and for no other purpose without the prior written consent of TD Bank or further Court order. The Debtor will immediately, and will continue to, segregate, remit, and deposit all Cash Collateral in the Debtor's accounts, possession, custody, or control, and which the Debtor may receive in the future in separate post-petition bank accounts established for the Debtor at TD Bank. Unless extended further with the written consent of TD Bank, the Debtor may only use Cash Collateral until the earliest to occur of: (i) August 6, 2021; (ii) the entry of an order dismissing the Case, (iii) the entry of an order converting the Case to a case under Chapter 7; (iv) the entry of an order appointing a trustee or an examiner with expanded powers with respect to the Debtor's estate; (v) entry of an order reversing, vacating, or otherwise amending, supplementing, or modifying the Order, (vi) entry of an order granting relief from the automatic stay to any creditor (other than TD Bank) holding or asserting a lien in the TD Prepetition Collateral; (vii) the occurrence of an uncured monetary default under any of the affiliate loans comprising the Guaranty Obligations, provided there is less than a $500,000 equity cushion in the subject property; or (viii) the Debtor's breach or failure to comply with any term or provision of the Interim Order. Notwithstanding any such termination, the rights and obligations of the Debtor and the rights, claims, liens, priorities, and other benefits and protections afforded to TD Bank under the Order will remain unimpaired and unaffected by any such termination and will survive any such termination. As adequate protection for the Debtor's use of Cash Collateral, TD Bank will have, and is granted, effective as of the Petition Date, valid, binding, enforceable, and automatically perfected post-petition liens that are co-extensive with the TD Prepetition Liens without the necessity of the execution by the Debtor of security agreements, control agreements, pledge agreements, financing statements, mortgages, or other similar documents, on all property. The Replacement Liens are being given to the extent of any decrease in value of the TD Prepetition Collateral or Cash Collateral. The Replacement Liens will be effective and perfected as of the date of the entry of the Interim Order and without the necessity of the execution by the Debtor of any security agreement, pledge agreement, financing statement or any other documents and will have the same validity, priority, and enforceability as TD Bank's liens and security interests in and on the TD Prepetition Collateral on the Petition Date. Notwithstanding the liens and security interests of TD Bank under the Loan Documents, the TD Prepetition Collateral may be used by the Debtor, if sufficient unencumbered funds are not available from the Debtor's estates, to pay: (a) the statutory fees of the United States Trustee pursuant to 28 U.S.C. section 1930(a) and 31 U.S.C. Section 3717; and (b) the allowed fees and expenses of any Chapter 7 trustee under Bankruptcy Code section 726(b), including without limitation the allowed fees and expenses of the Chapter 7 trustee's professionals, in aggregate amount not to exceed $20,000. There will be no Carve-Out obligations with respect to fees and expenses incurred in connection with any challenge to the validity, extent, priority, perfection and enforceability of the liens, mortgages and security interests granted to TD Bank by the Debtor prior to the Petition Date. To the extent the Replacement Liens granted to TD Bank in the Interim Order do not provide TD Bank with adequate protection of its interests in the Cash Collateral, TD Bank will, pursuant to Bankruptcy Section 507(b), have an allowed administrative expense claim in the Case ahead of and senior to any and all other administrative expense claims to the extent of any postpetition Diminution in Value. The telephonic hearing to consider entry of a Final Order is scheduled for August 5 at 2 p.m. A copy of the order is available for free at https://bit.ly/2UxnUce from PacerMonitor.com. About L&L Wings, Inc. L&L Wings, Inc. is a retailer of beachwear and beach sundry items. It operates 26 stores throughout North Carolina, South Carolina, Florida, Texas, and California. L&L Wings sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10795) on April 24, 2021. In the petition signed by Ariel Levy, president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Shelley C. Chapman oversees the case. Davidoff Hutcher & Citron LLP is the Debtor's counsel. LAMAR ADVERTISING: Egan-Jones Keeps BB- Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 10, 2021, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Lamar Advertising Company. Headquartered in Baton Rouge, Louisiana, Lamar Advertising Company owns and operates outdoor advertising structures in the United States. LAWRENCE TECHNOLOGICAL: S&P Affirms 'BB+' 2017 Bonds Rating ----------------------------------------------------------- S&P Global Ratings revised the outlook to stable from negative and affirmed its 'BB+' long-term rating on the Michigan Finance Authority's series 2017 revenue and refunding bonds, issued for Lawrence Technological University (LTU). "The revision to a stable outlook reflects our view of the university's projected break-even operating margin in fiscal 2021 and beyond coupled with a stronger enrollment result expected in fall 2021 and a balance sheet that has remained solid," said S&P Global Ratings credit analyst Megan Kearns. "While we view the recent declines in LTU's demand profile negatively, the declines have moderated and we expect that operations during the outlook period will allow the university's balance sheet as measured by expendable resource ratios to remain sufficient for the rating." S&P said, "We could consider a negative rating action if the university's demand profile experiences further declines that pressure operations and expendable resources. We could also consider a negative rating action if the university's bond covenants are violated or if direct placement debt is accelerated, causing a liquidity risk for LTU. Additional debt without commensurate growth in the balance sheet could also result in a negative rating action. "We could consider a positive rating action if LTU achieves material improvement in its demand profile, particularly enrollment, selectivity, and matriculation. We would also view continued growth in net tuition revenue and a return to consistent full-accrual surpluses positively. In addition, we would view liquidity growth that sufficiently offsets the university's event-driven risk positively." As of fiscal 2020, LTU had $64.0 million in outstanding debt. This amount includes $14.6 million in direct purchase debt from the series 2010 and series 2014 bonds that is not rated by S&P Global Ratings, $5 million outstanding on a line of credit, and capital lease obligations with a present value of $2.5 million. LBM ACQUISITION: S&P Cuts ICR to B- on Debt-Financed Acquisitions ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based building materials and products distributor LBM Acquisition LLC to 'B-' from 'B'. S&P said, "At the same time, we are lowering our issue-level ratings on the company's senior secured term loan (including the $800 million add-on) and existing delayed draw facility to 'B-' and our issue-level ratings on its senior unsecured notes and Holdco PIK toggle notes to 'CCC'. We are also assigning our 'B-' issue level rating to the new $400 million delayed draw term loan facility. "The stable outlook reflects our view that despite credit measures having minimal cushion, strong end-market tailwinds provide some offset. "The proposed debt-financed acquisitions led us to revise our adjusted leverage expectation to 7x- 8x for the next 12 months from 6x-7x. We believe the incremental debt to finance acquisitions will add pressure to the credit measures, which were already weakened following the dividend recapitalization in early 2021. Our view also reflects LBM's financial sponsors' aggressive financial policies, wherein the company has pursued large debt-financed acquisitions and dividend distributions within a short period under the new ownership. For instance, adjusted debt levels will now be about $4 billion from $2.2 billion at the close of the Bain acquisition in December 2020. While end-market conditions remain favorable, we believe this transaction increases credit risk, before the benefit from larger scale, synergies and incremental earnings and cashflows are realized." LBM is acquiring several small building materials' distributors, including American Construction Source, Hart Lumber, and other smaller players. Pro forma for these acquisitions, S&P expects LBM's revenues to be more than $6 billion, adjusted EBITDA to about $500 million, and adjusted leverage to be 8x. To fund these acquisitions, the company plans to issue a $800 million add-on to the senior secured term loan, $270 million in unsecured debt, and fully draw down the existing $300 million delayed draw term loan (DDTL). Lastly, the company will also have a new $400 million delayed draw facility and a $800 million ABL facility (both undrawn at close) to fund future acquisitions and for liquidity purposes. While ongoing commodity inflation and supply chain constraints remain key challenges over the next few quarters, strong end market tailwinds and increased scale will support the company's performance. S&P believes business conditions and end-market demand, particularly from the residential markets, will continue to be a tailwind over the next 12 months. Further, the company will also benefit from an increased scale of more than $6 billion, an enhanced footprint with more than 400 locations, and a larger earnings' base like that of other building material distributors, such as 84 Lumber and Builders' FirstSource (standalone). However, over the next few quarters, ability to pass through higher costs will be key to LBM's earnings and margins. Sharply rising prices for lumber and other commodities, coupled with supply chain and labor constraints, compressed margins through from end of 2020 into first quarter 2021. While the company has implemented price increases to pass through higher costs, there will be a lag before margins improve. S&P said, "We expect gross margins to be 27%-28% and adjusted EBITDA margins to be about 8% over the next 12 months. If margins fail to improve, possibly because of continued commodity inflation (for instance, lumber prices averaging more than 20% year over year increases for 2021), credit measures could deteriorate such that adjusted leverage is closer to 10x. On the other hand, more stable prices could result in higher margins and faster-than-expected deleveraging. "We expect EBITDA interest coverage to be 2x and the company to generate positive free operating cash flows.We believe despite higher interest costs and increased working capital and capital expenditures, the company will generate free operating cash flow of $50 million-$100 million over the next 12 months. We also expect earnings will continue to support EBITDA interest coverage of 2x-3x. These credit measures are at the stronger end for the 'B-' rating, which provide some offset to the high debt leverage and aggressive financial policies. "The stable outlook on LBM indicates our view that credit measures have a minimal cushion if demand conditions slow down or volatile commodity prices continue to have an adverse impact on margins. However, we believe strong end-market demand conditions provide some offset, such that over the next 12 months, adjusted leverage will be 7x-8x and EBITDA interest coverage will be at least 2x." S&P could lower the ratings over the next 12 months if: -- S&P views the capital structure as unsustainable, exhibited by adjusted leverage deteriorating toward 10x, EBITDA interest coverage trending closer to 1x, or free cash flow turning negative. This could occur if demand slows down faster than expected or continued commodity inflation prevents adjusted EBITDA margins from improving to 8%; or -- The company continues pursuing large debt-funded acquisitions or dividends that result in higher leverage S&P could raise the ratings over the next 12 months if: -- The company outperforms our base-case scenario such that adjusted leverage improves to below 6x and it believes financial sponsors are committed to maintaining it at this level. LEGACY HALL: Seeks to Hire Frost & Associates as Legal Counsel -------------------------------------------------------------- Legacy Hall, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Frost & Associates, LLC 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 operation of its business and the management of its properties; b. preparing legal papers; c. representing the Debtor in lawsuits to which the Debtor is or may be a party; d. negotiating, preparing and seeking approval of a plan of reorganization; e. representing the Debtor at all hearings, meetings of creditors and other proceedings; and f. other legal services. The firm's hourly rates are as follows: Attorneys $395 - $565 per hour Legal Assistants/Law Clerks $100 - $255 per hour Frost & Associates received an advanced retainer of $10,000. As disclosed in court filings, Frost & Associates is a disinterested party as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel A. Staeven, Esq. Frost & Associates, LLC 1050 Connecticut Ave NW #500 Washington, DC 20036 Phone: +1 202-618-1873 Email: daniel.staeven@frosttaxlaw.com About Legacy Hall LLC Legacy Hall LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.C. Case No. 21-00164) on June 15, 2021. At the time of filing, the Debtor had between $500,001 and $1 million in both assets and liabilities. Judge Elizabeth L Gunn presides over the case. Daniel Staeven, Esq., at Frost & Associates, LLC, represents the Debtor as legal counsel. LIMETREE BAY: S&P Lowers Debt Rating to 'CCC-', On Watch Negative ----------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Limetree Bay Terminals LLC's (LTB) senior secured term loan to 'CCC-' from 'B' indicating its expectation for meaningful (50%-70%; rounded estimate 55%) recovery. The rating remains on CreditWatch Negative. The CreditWatch Negative placement reflects the uncertainty around LTB's capacity re-contracting efforts, its liquidity position, and its ability to meet its upcoming debt service payments. S&P could lower its rating on LTB's term loan if it expects it to restructure its debt or miss an interest or amortization payment in the near term. Limetree Bay Terminals LLC's (LTB) affiliate refinery, Limetree Bay Refinery LLC (unrated), is indefinitely suspending its plan to restart due to its inability to obtain capital to assist with its restart efforts. S&P believes the refinery will reject the take-or-pay contract with LTB, which will place material pressure on the project's credit profile and liquidity. The affiliate refinery will remain offline indefinitely because it was unable to secure capital to fund the necessary repairs to bring the asset back online. The shutdown could cause LTB to default or undertake a restructuring in the next six months absent any sponsor support. S&P said, "We expect the refinery to reject its long-term take-or-pay terminal service contract with LTB given the lack of capital. As a result, we expect LTB to market its available capacity (approximately 11.9 million barrels [mmbbls] or 42% of its total storage capacity) to backfill this void. We believe the backwardated crude oil price forecast and market conditions in the Caribbean are overly challenging to re-contract this amount of capacity at a competitive storage rate, thus we anticipate it to have a negative effect on the company's cash flows through year-end 2021. That said, if management is able backfill the refinery's storage volumes it could improve the project's liquidity and rating. It is unclear what LTB's sponsors will do to support the project. LTB is also working to substantially reduce its expenses to preserve cash, though we ultimately view its business as severely challenged absent significant favorable changes to its situation." S&P said, "We believe the company has sufficient liquidity to support its business and fund its remaining debt service through the second quarter of 2021; but will likely have challenges paying its third quarter payment. Our current forecast has the debt service coverage ratio (DSCR) below 1.0x over the next 12 months which is below the term loan's 1.1x DSCR covenant. We expect that LTB may exercise an equity cure to remain in compliance with its financial covenant, though it is unclear if its sponsors will provide the needed liquidity under this scenario. As of December 2020, LTB's capital structure comprised $447.6 million of outstanding debt under its term loan B, which matures in 2024. "The CreditWatch Negative reflects the uncertainty around LBT's re-contracting efforts, its liquidity position, and its ability to meet its future debt service payments. We could lower our rating on LTB's term loan if we expect it to restructure its debt or miss an interest or amortization payment in the immediate term. We could also lower our rating if the project breaches its 1.1x DSCR financial covenant." LIMETREE BAY: Starts Talks With Lenders to Resolve Debt ------------------------------------------------------- Allison McNeely and Katherine Doherty of Bloomberg News an oil refinery in the U.S. Virgin Islands closed by the U.S. Environmental Protection Agency is beginning negotiations with its lenders around ways to address its debt, according to people with knowledge of the matter. Limetree Bay is getting advice from law firm Gibson Dunn & Crutcher, while refinery lenders are working with law firm Akin Gump Strauss Hauer & Feld and investment bank Perella Weinberg Partners, the people said. Lenders to the company's terminal silo are getting advice from law firm Davis Polk & Wardwell, said the people, who asked not to be identified. Limetree Bay Terminals, LLC is a wholly-owned subsidiary of Limetree Bay Energy which is owned by an affiliate of private equity sponsors EIG and a syndicate of other investors. LTS ENTERPRISES: Taps Hector Figueroa-Vincenty as Legal Counsel --------------------------------------------------------------- LTS Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the District of Virgin Islands to employ Hector Hector Figueroa Vincenty, Esq., an attorney in San Juan, P.R., to handle its Chapter 11 case. The services to be provided by the attorney include: a. advising the Debtor with respect to its duties, powers and responsibilities in its bankruptcy case under the laws of the United States and Puerto Rico; b. advising the Debtor in connection with the determination of whether reorganization is feasible and, if not, assisting the Debtor in the orderly liquidation of its assets; c. negotiating with creditors in the preparation of a viable plan of reorganization or in the orderly liquidation of its assets; d. preparing legal papers, including a disclosure statement and a plan of reorganization; and e. other legal services. Mr. Vincenty will charge $200 per hour for his services. The attorney received a retainer fee in the amount of $5,000. Mr. Vincenty disclosed in a court filing that he is a "disinterested" person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Hector Figueroa-Vincenty, Esq. El Bufete Del Pueblo 310 Calle San Francisco San Juan, PR 00901 Tel: (787) 378-1154 Email: quiebras@elbufetedelpueblo.com About LTS Enterprises LTS Enterprises, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. V.I. Case No. 21-30002) on May 18, 2021, disclosing total assets of up to $50,000 and total liabilities of up to $1 million. Judge Mary F. Walrath presides over the case. Hector Figueroa-Vincenty, Esq., serves as the Debtor's legal counsel. MACERICH COMPANY: Egan-Jones Keeps BB+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on June 11, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Macerich Company. Headquartered in Santa Monica, California, Macerich Company is a fully integrated self-managed and self-administered real estate investment trust. MAD ENGINE: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to U.S.-based designer, producer, and distributor of licensed, branded, and private-label apparel and accessories Mad Engine Global LLC. S&P said, "We also assigned our 'B' issue-level rating and '3' recovery rating to the proposed $250 million senior secured first-lien term loan maturing in 2027. The '3' recovery rating reflects our expectation for average (50%-70%; rounded estimate: 50%) recovery in the event of payment default. "The stable outlook reflects our expectation that the Mad Engine and Fifth Sun businesses will integrate smoothly, realize expected cost synergies, and expand volume, allowing the company to continue deleveraging." The 'B' rating on Mad Engine primarily reflects its small scale, narrow product and geographic focus, modest customer concentration, and ownership by financial sponsor Platinum Equity. It has a solid portfolio of licenses, well-diversified supplier base, demonstrated history of good operating execution, and good print-on-demand growth prospects. Mad Engine has a narrow product focus and small scale, but leading market share in the U.S. licensed apparel and accessories industry. The company has a relatively small scale and narrow service offering within the licensed, branded, and private-label apparel and accessories industry. Due to a series of acquisitions over the past several years, Mad Engine has evolved into a leader across all product categories including men's, women's, girls', boys', and toddlers' clothing. However, about 70% of total sales are concentrated in men's and boys'. Some recent acquisitions have enabled the company to diversify into generic (basics) and private-label offerings. The company also owns three brands: Lifted Research Group (LRG), Neff Headwear, and Mighty Fine. Still, it generates about 80% of sales from its licensing business. It benefits from long-standing relationships with more than 150 licensors, including leading consumer brands and entertainment businesses such as Marvel, Star Wars, Disney, Fortnite, Netflix, and Nickelodeon. While these licenses are not exclusive, Mad Engine has a track record of high retention given its design and distribution capabilities and high service. Mad Engine also benefits from limited fashion risk as inventory has a low risk of obsolescence with products that are not customized or decorated. Moreover, a large proportion of revenues is focused on evergreen licensed characters that have stable and consistent demand trends. Fifth Sun's proprietary print-on-demand technology will further diminish this risk, allowing Mad Engine to print designs onto products only after receiving an online order, eliminating the need for retailers to carry excess inventory. Mad Engine's vast product line (more than 750,000 unique designs) and diversified supplier base across 15 countries, with no single supplier accounting for more than 8% of its purchases, partially offset the niche geographic focus and modest customer concentration of the combined businesses. It generates almost all pro forma revenues in the U.S. and Canada, with about 1% from international markets. While Mad Engine has an extensive distribution network within North America, it derives approximately 50% of revenues from its top two customers, a substantial risk to profitability if it loses one. The transaction improves Mad Engine's pro forma market position, enhances its scale, and creates opportunities for cross-selling and cost synergies, although there are modest integration risks. The wholesale apparel and accessories market for licensed, branded, and private-label products is highly fragmented, mostly comprising smaller, regional firms that highlight the competitive industry dynamics. Pre-combination, Mad Engine was the leading wholesaler of licensed apparel in North America, supported by its strong relationships with several major apparel licensors. Fifth Sun is a technology-driven manufacturer that has become a leader in print-on-demand and direct-to-garment capabilities through its early investments, leading to the development of proprietary software catering to individual customer needs, both in the brick-and-mortar and e-commerce channels. The market share of both companies is underpinned by their records of successful and comprehensive customer service spanning design, procurement, supply chain, and distribution with quick-turnaround delivery and replenishment times. The combination will vastly enhance Mad Engine's expansion into the direct-to-consumer (DTC) channel, enabling it to integrate with retailers for fulfilling individual e-commerce orders without the risk of holding finished goods inventories. It also provides significant cross-selling opportunities for both businesses as Mad Engine plans to leverage the print-on-demand capabilities across its licensor and private-label base, with the opportunity to scale these technologies and realize additional cost efficiencies from increased utilization. S&P said, "We expect the company will integrate the two businesses smoothly with most one-time integration expenses incurred in fiscal 2021. We expect profitability to improve as the cash costs to achieve the targeted synergies roll off and the company realizes targeted procurement and selling, general, and administrative (SG&A) expense synergies. We expect Mad Engine to realize total cost synergies of about $10 million by fiscal 2022. However, profitability and cash generation could be pressured if there are unforeseen integration delays, Mad Engine is forced to spend additional cash to achieve synergies, or it does not realize targeted synergies, leaving the risk for credit measure deterioration." Mad Engine's appetite for opportunistic acquisitions and financial sponsor ownership constrain ratings, although it generates good cash flow. S&P said, "We forecast pro forma leverage in the low-5x area at close, improving to the mid-3x area in fiscal 2022. This is moderate compared to many similarly rated companies. However, we do not believe Mad Engine will sustain this leverage long term, given its potential for opportunistic mergers and acquisitions and its majority ownership by Platinum Equity. Management has a relatively conservative long-term leverage target in the 3x-3.5x area (equivalent to S&P Global Ratings-adjusted debt to EBITDA in the high-3x to low-4x area) with a view to manage the business through economic cycles with ample liquidity. Our measure of S&P-adjusted consolidated debt includes $24 million of factor advances on the company's factor receivables balance pro forma for the transaction as well as $23 million of seller notes issued by the parent company, Mad Fusion Holding LLC. Nevertheless, we believe profitability and leverage could be volatile from year to year due to product or customer mix changes and the potential for incremental acquisitions. We also believe financial sponsors tend to maintain high leverage at their portfolio companies, using leverage capacity to fund shareholder distributions or make acquisitions." S&P said, "Mad Engine has made opportunistic acquisitions occasionally, and we believe that will continue. Given the fragmented nature of the market, sticky customer relationships, and distribution network, industry consolidation is an attractive path for Mad Engine to scale its platform and earnings. Therefore, our rating incorporates our expectation for leverage above 5x over the longer term. Given the asset-light nature of Mad Engine's business operations from outsourcing all its manufacturing and printing needs and minimal working capital requirements, the company generates good free operating cash flow (FOCF) despite recent increases in growth capital expenditures (capex). We expect the company to generate about $30 million of FOCF in the 12 months after the close of the transaction. We expect cash flow after mandatory amortization and cash flow sweep provisions to be largely reinvested in the business through additional acquisitions or capital investments rather than paying down debt. "The stable outlook reflects our expectation for the company to integrate the Mad Engine and Fifth Sun businesses smoothly, realize expected cost synergies, and achieve continued volume growth. This would allow the company to continue deleveraging, absent acquisitions or shareholder returns." S&P could consider lower ratings if the company's leverage approaches 6.5x, which could happen if: -- There are unforeseen integration delays or it incurs significantly higher than expected integration-related costs; -- Mad Engine's competitive position deteriorates and it loses key licenses, significantly lowering profitability; -- The macroeconomic environment worsens, competition increases, or there are logistical issues in order fulfillment; or -- The company makes large, debt-financed acquisitions or shareholder distributions. While unlikely in the near term, S&P could raise the ratings if: -- The company builds scale, diversifies its product portfolio and customer base, and builds barriers to entry enough to improve the business risk profile; and -- It sustains debt to EBITDA below 5x and demonstrates a track record of maintaining a more conservative financial policy committed to maintaining such leverage. MAD RIVER: Seeks Approval to Hire Key Real Estate Group as Broker ----------------------------------------------------------------- Mad River Estates, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ co-listing broker Kris Sundeen's new brokerage firm, The Key Real Estate Group. Mr. Sundeen, who was authorized to serve as co-listing broker with Todd Wohl of Braun International pursuant to the court's Jan. 5 order, left Re/Max Humboldt Realty and joined Key Real Estate Group recently this year. The Debtor wants to employ Key Real Estate Group pursuant to the terms of the Jan. 5 order. Mr. Sundeen disclosed in a court filing that his new firm does not represent any interest adverse to the Debtor's bankruptcy estate. Key Real Estate Group can be reached through: Kris Sundeen The Key Real Estate Group 212 J St. Eureka, CA 95501 Phone: +1 707-296-9999 Email: krissundeen@gmail.com About Mad River Estates Mad River Estates, LLC, a Korbel, Calif.-based company engaged in activities related to real estate, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 20-10470) on Aug. 14, 2020. Dean Bornstein, the company's 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 William J. Lafferty oversees the case. Paul A. Beck, APC is the Debtor's legal counsel. The U.S. Trustee for Region 15 appointed a committee of unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Buchalter, a Professional Corporation. MANHATTAN HOSPITALITY: 50% of Unsecured Claims Get Paid under Plan ------------------------------------------------------------------ Manhattan Hospitality, Inc., filed a Disclosure Statement dated June 18, 2021, explaining the Debtor's Chapter 11 Plan. The Plan proposes cramming down the Central National Bank (CNB) Note and has proposed placing CNB into its own class in Class 5. Debtor will cure any defaults on its executory contracts with Holiday Inn Franchising LLC and HRI Holdings LLC in 6 months. Debtor will pay all priority tax claims within 5 years of the filing of the voluntary petition. The general unsecured creditors will receive 50% on their claims. The Insiders of the Debtor will not receive any distribution from the Chapter 11 Plan. Class 5 consists of the Secured Claim of Central National Bank. Central National Bank filed a Proof of Claim for $7,927,630 encompassing the two CNB Notes. Central National Bank is secured primarily in the Holiday Inn Hotel. The Debtor will utilize the cramdown procedure of the Bankruptcy Code to set the value of Debtor's repayment obligations under the CNB Notes to $6,500,000. The Plan of Reorganization proposes using Debtor's income from the operation of its business to fund the Plan. Debtor's Principal Mr. Colin Noble, either personally or through his other companies will provide an initial cash infusion of $100,000 into the Debtor. This infusion will be an investment and not a loan to the Debtor. He will provide subsequent infusions throughout the first year of the Plan to cover any shortfalls as may arise. Class 6 General Unsecured Non-Priority Creditors consists of trade debt the Debtor has accumulated through its years of operation as well as debt owed to insiders and former owners of the Debtor. The Debtor scheduled $8,578,855 in general unsecured debt owed to 37 creditors. However, only $1,601,369 of this amount shall remain in Class 6, computed as follows: * Of the amount scheduled, $6,719,190 belongs to Century Bank. This amount will be separately treated in Class 7. * Additionally, $815,272 belongs to Noble Hospitality and $489,732 belongs to Colin Noble individually. These amounts will be treated separately in Class 8. * The claim of International Hotel Group belongs to Holiday Inn Franchising, LLC and is treated in Class 4. * The $313,400 claim of Community National Bank represents a PIP loan obtained by the Debtor through the CARES Act. It is expected that this balance will be forgiven and is therefore not scheduled to be paid. The remaining balance of scheduled general unsecured claims is $75,560. * In addition to these creditors is the remaining unsecured claim of Central National Bank. Based upon the $6,500,000 cramdown, the remaining balance is $1,427,630. * Also, there is $98,178 due to the Kansas Department of Revenue on its general unsecured portion of its claims. This brings the total amount of Class 6 claims to $1,601,369. The Debtor shall pay 50% of the Class 6 Claims and shall make quarterly payments on Class 6 Claims beginning in Year 4 of the Plan and will continue for 7 years. Class 6 Claims shall be paid on a pro rata basis for each payment. The quarterly payments shall be $28,595.87. Class 6 is impaired and the General Unsecured Non-Priority Creditors will vote on the Plan. A copy of the Disclosure Statement is available for free at https://bit.ly/2Uxmsqi from PacerMonitor.com. About Manhattan Hospitality Manhattan Hospitality, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 20-41003) on December 17, 2020. At the time of filing, the Debtor disclosed up to $10,000,000 in assets and up to $50,000,000 in liabilities. Judge Dale L. Somers oversees the case. Sader Law Firm represents the Debtor as counsel. Central National Bank, as lender, is represented by Michael R. Munson, Esq. MAYBERRY'S LLC: Seeks to Hire Ballstaedt Law Firm as Counsel ------------------------------------------------------------ Mayberry's LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ The Ballstaedt Law Firm to serve as legal counsel in its Chapter 11 case. The firm's services include: i. instituting, prosecuting or defending any contested matters arising out of the bankruptcy proceeding in which the Debtor may be a party; ii. assisting in the recovery and liquidation of estate assets; iii. assisting in determining the priorities and statuses of claims and in filing claim objections when necessary; iv. assisting in the preparation of a disclosure statement and Chapter 11 plan of reorganization; and v. other legal services necessary to administer the Debtor's bankruptcy case. The firm will be paid at hourly rates as follows: Attorneys $300 per hour Paralegals $150 per hour Seth Ballstaedt, Esq., principal at Ballstaedt Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Seth D. Ballstaedt, Esq. Ballstaedt Law Firm 9555 S. Eastern Ave., Suite 210 Las Vegas, NV 89123 Tel: (702)715-0000 Fax: (702) 666-8215 Email: seth@ballstaedtlaw.com About Mayberry's LLC Mayberry's LLC is a small business which specialized in cleaning services such as carpel cleaning, tile and grout cleaning, general cleaning, air duel cleaning, disinfecting, and window cleaning. Mayberry's sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 21-12946) on June 9, 2021. In the petition signed by Gil Sirimarco, managing member, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Seth D. Ballstaedt, Esq., at Ballstaedt Law Firm, is the Debtor's counsel. MEZZ57TH LLC: Wins Interim OK to Use Cash Collateral ---------------------------------------------------- Judge Sean H. Lane authorized Mezz57th LLC to use cash collateral on an interim basis in accordance with the budget, pending a final hearing on the Debtor's cash collateral request. The budget provided for total disbursements on a weekly basis, as follows: $102,384 for the week ending June 26, 2021; $140,365 for the week ending July 3, 2021; $88,123 for the week ending July 10; 2021; $108,340 for the week ending July 17, 2021; and $130,353 for the week ending July 24, 2021. Lenders Lawrence F. Flick IV; Saw Investment Fund LLC; and Jeffrey Sellers have asserted a security interest in the cash collateral pursuant to these prepetition agreements: -- a Security Agreement dated March 10, 2019 pursuant to which the Debtor agree that the Lenders are its secured creditors with respect to certain obligations, and for which the Lenders are granted a first lien and security interest in the Debtor's inventory, accounts receivable, money, and the proceeds thereof; -- a Promissory Note dated November 1, 2018, pursuant to which the Debtor owed Mr. Sellers the principal sum of $1,050,720; -- a Promissory note dated July 15, 2019 evidencing the Debtor's obligation to Saw Investment for $400,000; -- a Promissory Note dated May 29, 2019 pursuant to which the Debtor promised to pay Mr. Flick $500,000 in principal, plus interest and other amounts stated therein; and -- a Promissory Note dated September 23, 2019, evidencing the Debtor's obligation to Mr. Flick for $150,000, plus interest and other outstanding amounts therein. The Court ruled that the Lenders are granted replacement liens, in addition to any existing rights and interests of Lenders in the Cash Collateral and to adequately protect the Lenders from collateral diminution, to the extent that said Lenders' liens in pre-petition cash collateral were valid, perfected and enforceable to the extent that collateral diminution occurs during the Chapter 11 case, and without determination as to the nature, extent and validity of said pre-petition liens and claims. The Replacement Liens shall be first and senior security interests and liens in favor of Lenders in all assets and properties of the Debtor, subject only to existing senior and valid and perfected liens, if any, on said property as of the Petition Date. As further adequate protection, the Court further ruled that the claim arising in favor of the Lenders, to the extent of any diminution in value of Lenders' collateral resulting from the Debtor's use of Cash Collateral, shall have priority in payment over any of the Debtor's obligations and over all administrative expenses, except for fees owed to the U.S. Trustee. A copy of the order, with the attached budget, is available for free at https://bit.ly/3vLQ7ZM from PacerMonitor.com. The final hearing is scheduled for July 22, 2021 at 10 a.m. About Mezz57th LLC New York-based Mezz57th LLC, a provider of luxury beauty salon, spa and related services under the name John Barrett, filed a Chapter 11 petition (Bankr. S.D. N.Y. Case No. 20-11316) on May 29, 2020. In the petition signed by John Barrett, president and managing member, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Sean H. Lane oversees the case. Ballon Stoll Bader & Nadler, P.C., serves as bankruptcy counsel to the Debtor. MIKEN OIL: Seeks Approval to Hire Patrick Kelley as Special Counsel ------------------------------------------------------------------- Miken Oil, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Patrick Kelley, PLLC as its special counsel. The firm will represent the Debtor in Adversary Proceeding No. 18-06006 In re: Slamdunk Enterprises, Inc. The firm's current rates: Pat Kelley $500 per hour Paralegal $125 per hour Patrick Kelley, Esq., at Kelley, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Patrick Kelley, Esq. Patrick Kelley, PLLC 112 E. Line Street, Suite 203 Tyler, TX 75702 Telephone: (903) 630-5151 Email: pat@patkelleylaw.com About Miken Oil Inc. Miken Oil, Inc.'s business consists of the ownership and operation of an oil services company. It is based in Kilgore, Texas. Miken Oil sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 21-60115) on March 26, 2021. In the petition signed by Mike Tate, president, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $10 million. Judge Brenda T. Rhoades oversees the case. Eric A. Liepins, P.C. and Patrick Kelley, PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. MORRIS MAILING: Wins Cash Collateral Access Thru Nov. 30 -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, has authorized Morris Mailing, Inc. to use cash collateral in accordance with the budget, with a variance of 10% through November 30, 2021. As previously reported by the Troubled Company Reporter, the Debtor intends to continue managing its business and property as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Debtor does not have unencumbered cash and needs to pay operating expenses critical to operations in order to continue its business. Without access to the Cash Collateral, the Debtor cannot reasonably expect its employees to continue providing services or its vendors to continue providing goods and services while the Debtor reorganizes its business. The Court says the authorization to use cash collateral will terminate upon the Debtor's failure to comply with any provision of the order, including the expenditure restrictions; provided, however, the Debtor will have three business days to cure any non-compliance without further penalty. The final hearing on the matter is scheduled for July 13 at 1 p.m. A copy of the order is available for free at https://bit.ly/35MVXQ4 from PacerMonitor.com. About Morris Mailing Morris Mailing, Inc., a business offering direct-mailing services for various publishers in the Chicagoland area, filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-06416) on May 17, 2021. In the petition signed by Michael Morris, president, the Debtor disclosed $2,409,960 in total assets and $4,277,484 in total liabilities, as of May 12, 2021. Judge Jacqueline Cox oversees the case. Hiltz Zanzig & Heiligman LLC represents the Debtor as counsel. MTE HOLDINGS: Luxe Creditors, Adv. Pro. Deals Forged in Plan ------------------------------------------------------------ MTE Holdings, LLC and its debtor-affiliates filed a Disclosure Statement to their Joint Plan. The Plan construct arose out of settlement discussions facilitated by the Mediator involving the Holders of Senior Secured Trade Claims, the MDC RBL Lenders, the Buyer, the Luxe Claimants, Luxe Energy, and the Debtors concerning: a. the form of emergence transaction and whether such transaction would be effectuated through a sale, plan, or sale followed by or effectuated through a plan; b. the form of asset purchase agreement to be executed with the Winning Bidder of the Auction for substantially all of the Debtors' assets; c. the amount of recovery owed to the MDC RBL Lenders and Holders of Senior Secured Trade Claims; and d. the resolution of whether the Debtors or certain Holders of Statutory Liens are ultimately owed outstanding joint interest billing (JIB) amounts due from Luxe Energy and Debtor MDC Reeves to Debtor MDC Texas Operator pursuant to the Non-Op Joint Operating Agreements, where numerous Holders of Statutory Lien Claims (the Luxe Claimants) have filed statutory liens against Luxe Energy's property, arguing that these JIB amounts are no longer property of the Debtors' estates and should instead be used to satisfy Luxe Energy's outstanding obligations to the Luxe Claimants. Failure to extinguish statutory liens asserted by the Luxe Claimants against Luxe Energy or Other Non-Working Interest Owners would result in a breach of the Joint Operating Agreements by the Debtors. As such, in addition to the Sale Transaction pursuant to the Asset Pursuant Agreement, executed by and among the Buyer and the MDC Debtors on June 18, 2021, the Plan incorporates two critical settlements which will be approved pursuant to Bankruptcy Rule 9019 upon confirmation of the Plan. These settlements will be funded in part through the Sale Transaction for the Debtors' assets. A. The Consolidated Adversary Proceeding Settlement The Consolidated Adversary Proceeding Settlement grew out of months of mediation involving the Holders of Senior Secured Trade Claims, the Debtors, and the MDC RBL Lenders. The Plan provides for the following distributions to Holders of Allowed Senior Secured Trade Claims and the MDC RBL Lenders as follows: 1. The Holders of Allowed Senior Secured Trade Claims shall receive the Senior Secured Trade Recovery Amount, constituting the Senior Secured Trade Claim Cash Consideration plus interests in the Net Profits Interest, which Net Profits Interest shall be up to $10,000,000 in aggregate. 2. The value of the Senior Secured Trade Claim Cash Consideration is equal to $27,000,000 in Cash, if each of Classes 4A through 4G votes to accept the Plan. If any of Classes 4A through 4G votes to reject the Plan, "Senior Secured Trade Claim Cash Consideration" means the lesser of: a. $27,000,000, or b. the excess of the sum of: (i) the MDC Debtors' Cash on hand, plus the MDC Debtors' current Receivables, less the MDC Debtors' current payables, and (ii) the Cash proceeds of the Sale Transaction, less the amount of Cash necessary to: * fund the Wind-Down Budget, * provide for the MDC RBL Facility Claim Payment, * provide for the MDC Contribution for the Luxe Settlement Fund, and * satisfy or fund reserves for Allowed Administrative Expense Claims (including any Allowed Substantial Contribution Claims), Priority Tax Claims, and Other Priority Claims required for emergence from the Chapter 11 Cases and the Consummation of the Plan to the extent Allowed and required to be paid in Cash under the Plan. 3. Holders of MDC RBL Facility Claims shall receive the MDC RBL Facility Claim Payment of $17,500,000.00 in Cash from the Sale Transaction Proceeds, on the earlier of the Closing Date or the Effective Date of the Plan. 4. Subject to the Debtors' payment of the MDC RBL Lender Fees under the Cash Collateral Orders, all costs and attorneys' fees in connection with the Consolidated Adversary Proceeding will be borne by the respective parties. B. The Settlement with Luxe Claimants The Debtors, Luxe Energy, and the Buyer, in consultation with the MTE Administrative Agent, the MDC RBL Lenders, representatives of Holders of Senior Secured Trade Claims, and representatives of the Luxe Claimants, reached a comprehensive settlement pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019 to resolve the liens asserted by the Luxe Claimants against Luxe and other nonDebtor working interest owners in the JOAs operated by the Debtors. The Luxe Settlement Fund shall be administered by the Luxe Settlement Distribution Agent and contain: a. $4,933,334 in Cash to be funded by Luxe Energy; b. $1,033,333 in Cash, plus the Non-Op Net Profits Interest, to be funded by the Buyer out of the Buyer's right, title and interest as non-operating working interest owner in and to the Luxe Energy-operated wells remaining after transfer to Luxe Energy or its designee of the Transferred Non-Op Working Interests and payable out of proceeds from the sale of hydrocarbons that may be produced and saved from such Luxe Energy-operated wells from and after the Effective Date in an aggregate amount of all payments made by the Buyer to the Debtors with respect to the Non-Op Net Profits Interest equal to $3,000,000; and c. $2,033,333 in Cash to be funded or delivered by the Debtors on the Effective Date for purposes of effectuating the Luxe Settlement. -- Winning Bidder The Debtors, on March 5, 2021, selected Maple Energy Holdings, LLC, c/o Riverstone Holdings, LLC as the Winning Bidder and Buyer for a winning bid of $85.70 million, and Chato Energy LLC c/o Arena Investors, LP as the Back-Up Bidder for a bid of $67.27 million. -- Classes of Claims in the Plan Claims in Classes 6A-6C and Holders of Interests in 7A-7G will receive no distribution and, accordingly, the Holders of Claims and Interests in such Classes are deemed to reject the Plan. Claims in Classes 1A-1G and 2A-2G will receive 100% recovery of their claims and are Unimpaired. Holders of claims in Class 1 and Class 2, therefore, are presumed to have accepted the Plan, and will not vote on the Plan. -- Voting Classes Under the Plan, Claims in Classes 3A-3G, 4A-4G, 5A-5G, 6A-6G are impaired. Ballots to accept or reject the Plan are being provided only to Holders of these Claims. a. Classes 3A3G: MTE Term Loan Claims * Estimated Recovery: Share in proceeds of MTE Litigation Trust Assets MTE Term Loan Claims are deemed Allowed for $410,000,000 in aggregate principal amount. Each Holder of an Allowed MTE Term Loan Claim shall receive, in full and final satisfaction of such Allowed MTE Term Loan Claim, its Pro Rata share of (i) all Net MTE Cash, and (ii) the applicable units issued by the MTE Litigation Trust. For the avoidance of doubt, the foregoing treatment is on account of the MTE Term Loan Secured Claims, and the MTE Term Loan Deficiency Claims shall receive the treatment prescribed in Article V.B.6 of the Plan. b. Classes 4A4G: Senior Secured Trade Claims * Estimated Recovery: 29.1% Each Holder of an Allowed Senior Secured Trade Claim shall receive, in full and final satisfaction of such Senior Secured Trade Claim, its Pro Rata share of the Senior Secured Trade Recovery Amount. If each of Classes 4A through 4G vote to accept the Plan, all Litigation Claims against Holders of Senior Secured Trade Claims that vote in favor of the Plan shall be waived and released by the Debtors and the Plan Administrator, and the Debtors and the MDC RBL Lenders shall withdraw their objections and counterclaims to Claims subject to the Consolidated Adversary Proceeding. If any of Classes 4A through 4G vote to reject the Plan, all Litigation Claims against Holders of Senior Secured Trade Claims, including Avoidance Actions, shall vest in the MDC Litigation Trust. c. Classes 5A5G: MDC RBL Facility Claims * Estimated Recovery: 73.1% Each Holder of an MDC RBL Facility Claim: (1) shall have received its Pro Rata share of the MDC RBL Facility Claim Payment on the earlier of the Closing Date or the Effective Date of the Plan, which distribution shall not be subject to any clawback from the MDC Administrative Agent and Holders of MDC RBL Facility Claims, (2) shall receive, on the Effective Date or as soon as reasonably practicable thereafter, its Pro Rata share of 100% of the Excess MDC Distributable Cash, up to satisfaction in full of its MDC RBL Facility Claim (with any Unused Professional Fee Reserve Amount or Unused Wind-Down Amount that later becomes Excess MDC Distributable Cash distributed Pro Rata to each Holder of an MDC RBL Facility Claim as soon as practicable after such later time); (3) shall receive its Pro Rata share of all proceeds from the liquidation of any MDC RBL Remaining Collateral, including proceeds of MDC Litigation Trust Assets on account of claims or Causes of Action held by the MDC Debtors immediately prior to the Effective Date; and (4) shall receive, upon the conclusion of the Plan Administration Process, its Pro Rata share of 100% of the Excess MDC Distributable Cash, up to satisfaction in full of its MDC RBL Facility Claim. For the avoidance of doubt, the foregoing treatment is on account of the MDC RBL Facility Secured Claims, and the MDC RBL Facility Deficiency Claims shall receive the treatment prescribed in Article V.B.6 of the Plan. d. Classes 6D-6G: MDC General Unsecured Claims (Classes 6D, 6F, and 6G) * Estimated Recovery: Share in proceeds of MDC Litigation Trust Each Holder of an Allowed MDC General Unsecured Claim shall receive, in full and final satisfaction of such Allowed General Unsecured Claim, its Pro Rata share of the applicable units issued by the MDC Litigation Trust Class 6E. Each Holder of an Allowed MDC Texas Operator General Unsecured Claim shall receive, in full and final satisfaction of such MDC Texas Operator General Unsecured Claim, its Pro Rata share of the applicable units issued by the MTE Litigation Trust and/or the MDC Litigation Trust, on account of any MDC Texas Operator Litigation Trust Assets determined to constitute MTE Litigation Trust Assets and/or MDC Litigation Trust Assets, respectively, by the MDC RBL Lenders, the MTE Term Lenders and the Debtors prior to Confirmation. -- Treatment of MTE Term Loan/MDC RBL Facility Deficiency Claims in Plan Article V.B.6 of the Plan provides that: a. On or prior to the Effective Date, the Debtors shall irrevocably transfer to the MDC Litigation Trust all of their rights, title, and interest in all of the MDC Litigation Trust Assets, and to the MTE Litigation Trust all of their rights, title, and interest in and to all of the MTE Litigation Trust Assets. b. The respective Litigation Trust Assets shall automatically vest in the respective Litigation Trusts, free and clear of all Liens, Claims, charges, or other encumbrances, for the benefit of the respective Litigation Trust Beneficiaries, provided, however that the MDC RBL Facility Secured Claims (including MDC Adequate Protection Claims and MDC Adequate Protection Liens) shall attach to the MDC RBL Remaining Collateral, including all MDC Litigation Trust Assets. c. The Debtors shall initially fund the MDC Litigation Trust out of the Wind-Down Budget in an amount to be agreed upon with the MDC RBL Lenders. d. The Litigation Trusts shall investigate, prosecute, settle, or otherwise resolve the Litigation Claims owned by and belonging to them in accordance with the provisions of the Plan and the Litigation Trust Agreements, and shall distribute the proceeds therefrom to the Litigation Trust Beneficiaries. e. The Senior Secured Trade Recovery Amount, the Luxe Settlement Fund, the MDC RBL Facility Claim Payment shall be impacted by amounts necessary to fund the Litigation Trusts. -- Non-Voting Classes Each Holder of Allowed MTE General Unsecured Claims in Classes 6A-6C shall not receive or retain any distribution on account of MTE General Unsecured Claim. On the Effective Date, all MTE General Unsecured Claims shall be canceled, released, discharged and extinguished. Classes 6A - 6C, along with Holders of Interests in Classes 7A-7G are deemed to reject the Plan because of their zero distribution under the Plan. Therefore, their votes are not being solicited. A copy of the Disclosure Statement is available for free at https://bit.ly/3zRVt90 from Stretto, claims agent. About MTE Holdings, LLC, et al. MTE Holdings, LLC and its debtor-affiliates are privately held companies in the oil and gas extraction business. MTE Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on October 22, 2019. On October 23, 2019, affiliates MTE Partners LLC (Bankr. D. Del. Case No. 19-12272) and Olam Energy Resources I LLC (Bankr. D. Del. 19-12273) filed voluntary petitions under Chapter 11. On November 8, 2019, these debtor-affiliates filed Chapter 11 petitions: MDC Energy LLC d/b/a MDC Texas Energy LLC (Bankr. D. Del. Case No. 19-12385); MDC Reeves Energy LLC (Bankr. D. Del. Case No. 19-12388); MDC Texas Operator LLC (Bankr. D. Del. Case No. 19-12387); and Ward I, LLC (Bankr. D. Del. Case No. 19-12386). The Debtors' cases are jointly administered under MTE Holdings, LLC's case. Debtors MTE Holdings, LLC; MTE Partners LLC; and Olam Energy Resources I LLC disclosed $10 billion to $50 billion in estimated assets and $100 million to $500 million in estimated liabilities. Debtors MDC Energy LLC, dba MDC Texas Energy LLC and MDC Reeves Energy LLC disclosed $1 billion to $10 billion in estimated assets and $100 million to $500 million in estimated liabilities. Debtors MDC Texas Operator LLC and Ward I, LLC disclosed under $50,000 in estimated assets and liabilities. The petitions were signed by Mark A. Siffin, as authorized representative. Judge Karen B. Owens was originally assigned to the case before Judge Christopher S. Sontchi took over. The Debtors tapped Kasowitz Benson Torres LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as local counsel; Greenhill & Co., LLC, as financial advisor and investment banker; Ankura Consulting LLC, as a chief restructuring officer; and Stretto as claims and noticing agent. NEELKANTH HOTELS: Plan to Pay Unsecureds 100% Over Time ------------------------------------------------------- Neelkanth Hotels, LLC, submitted a Second Amended Disclosure Statement explaining its Chapter 11 Plan. During the first 7 months after the case was commenced, the Debtor reported total receipts of $869,904 and total distributions of $679,657 in the Monthly Operating Reports filed with the Court. The Debtor's monthly operating reports disclose approximately $10,000 of accounts receivable, including Best Western rewards redemptions and travel card receivables. The Debtor anticipates that such receivables are collectible. There are two classes of secured creditors; Class A secured creditors being secured by the Hotel, fixtures and accounts, and Class B secured creditors having secured purchase money security interests in personalty such as furniture, fixtures, and equipment. There are two classes of general unsecured creditors: Class C is the allowed claim of Debtor's franchisor, Best Western International, Inc., and Class D will consist of general unsecured claimants. The Plan provides for full payment of the allowed amount of Class C and Class D claims over time. The Debtor contends that the separate classification of Class C and Class D is reasonable and necessary because Debtor's franchise flag with Best Western International, Inc. is essential to the ongoing viability of the Debtor's business. There is one class of Equity Interests, those being the members of Neelkanth Hotels, LLC. Equity interests will be permitted to retain their equity interest, but will be prohibited from receiving any distributions until all claimants have been paid the amounts required by the express terms of the Plan. The Plan will be funded from (1) funds accrued during this Chapter 11 Case (2) future income derived from the Hotel, (3) the contributions of Equity Interests to the Guaranty Pool, and (4) refinancing of the property prior to the balloon payments contemplated to Class A and Class B claims. Attorneys for Debtor: Schreeder, Wheeler & Flint, LLP 1100 Peachtree Street NE, Suite 800 Atlanta, Georgia 30309 404-681-3450 A copy of the Disclosure Statement is available at https://bit.ly/3vQ8jBl from PacerMonitor.com. About Neelkanth Hotels Neelkanth Hotels, LLC is a privately held company in the traveler accommodation industry. It is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Neelkanth Hotels filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-69501) on Aug. 31, 2020. In the petition signed by Hemant Thaker, member and manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Jeffery W. Cavender oversees the case. Schreeder, Wheeler & Flint, LLP is the Debtor's legal counsel. NORTONLIFELOCK INC: Egan-Jones Keeps B+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 11, 2021, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by NortonLifeLock Inc. Headquartered in Tempe, Arizona, NortonLifeLock Inc. provides consumer cyber security solutions. NUANCE COMMUNICATIONS: Egan-Jones Hikes Sr. Unsec. Ratings to B+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 7, 2021, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Nuance Communications, Inc. to B+ from B-. Headquartered in Burlington, Massachusetts, Nuance Communications, Inc. provides conversational artificial intelligence solutions. OCULAR THERAPEUTIX: All 5 Proposals Approved at Annual Meeting -------------------------------------------------------------- Ocular Therapeutix, Inc. held its 2021 Annual Meeting of Stockholders at which the stockholders: (a) elected Antony Mattessich and Charles Warden as Class I directors to serve until the 2024 Annual Meeting of Stockholders, each such director to hold office until his successor has been duly elected and qualified; (b) approved a non-binding, advisory proposal regarding the compensation of the Company's named executive officers; (c) approved the adoption of the Company's 2021 Stock Incentive Plan; (d) approved the proposal to amend the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000; and (e) ratified the selection of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending Dec. 31, 2021. About Ocular Therapeutix Headquartered in Bedford, MA, Ocular Therapeutix, Inc. --http://www.ocutx.com-- is a biopharmaceutical company focused on the formulation, development, and commercialization of innovative therapies for diseases and conditions of the eye using its proprietary bioresorbable hydrogel-based formulation technology. Ocular Therapeutix's first commercial drug product, DEXTENZA, is FDA-approved for the treatment of ocular inflammation and pain following ophthalmic surgery. Ocular Therapeutix reported a net loss and comprehensive loss of $155.64 million for the year ended Dec. 31, 2020, compared to a net loss and comprehensive loss of $86.37 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $243.04 million in total assets, $159.63 million in total liabilities, and $83.41 million in total stockholders' equity. OFFICE DEPOT: Egan-Jones Keeps CCC+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on June 7, 2021, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Office Depot, Inc. EJR also upgraded the rating on commercial paper issued by the Company to B from C. Headquartered in Boca Raton, Florida, Office Depot, Inc. operates a chain of office product warehouse stores in North America, Europe, Asia, and Central America. ORIGINCLEAR INC: Board Appoints Prasad Tare as CFO -------------------------------------------------- The Board of Directors of OriginClear, Inc. has appointed Prasad Tare as the company's chief financial officer. Mr. Tare brings over 15 years of experience in public accounting, financial reporting, risk and internal controls advisory services to OriginClear. His skillset includes company-wide risk assessments to improve focus in critical areas as well as more efficient and effective audit activities. The new CFO started his career with PwC India, where he was part of the financial statements assurance teams for various multi-national companies. In 2004, he moved to the United States and since then he has worked for regional and national public accounting and consulting firms, where he led external audit engagements for small, medium and large public companies and helped their management to assess the internal controls environment and implement SOX compliance. Mr. Tare was self-employed as an outsourced director of internal audits from July 2016 to December 2016, director at CBIZ in Clearwater, FL, from January 2017 to March 2019, and chief financial officer of Vertical Global Investments, in Clearwater, FL, from March 2019 to April 2021. He is based near OriginClear's headquarters in Clearwater, Florida. Exchange of Preferred Shares On June 15, 2021, holders of OriginClear, Inc.'s Series G Preferred Stock and Series I Preferred Stock exchanged an aggregate of 15 shares of Series G Preferred Stock and 25 shares of Series I preferred Stock for 40 shares of the company's Series R Preferred Stock. On June 17, 2021, holders of OriginClear's Series G Preferred Stock exchanged an aggregate of 75 shares of Series G Preferred Stock for 75 shares of the company's Series S Preferred Stock. On June17, 2021, holders of OriginClear's Series I Preferred Stock and Series K Preferred Stock exchanged an aggregate of 50 shares of Series I Preferred Stock and an aggregate of 20 Series K Preferred Stock for 70 shares of the company's Series W Preferred Stock. Conversion of Notes As previously reported, OriginClear issued notes to various investors convertible into shares of its common stock. On June 14, 2021, holders of convertible notes converted an aggregate principal and interest amount of $72,698 into an aggregate of 7,572,727 shares of the company's common stock. Consultant Issuances Between May 21, 2021 and June 15, 2021, OriginClear issued to consultants an aggregate of 324,944 shares of its common stock for services including 240,701 shares of common stock for settlement of prior consulting agreement. About OriginClear Headquartered in Clearwater, Florida, OriginClear -- www.originclear.tech -- is a water technology company which has developed in-depth capabilities over its 14-year lifespan. Those technology capabilities have now been organized under the umbrella of OriginClear Tech Group. OriginClear reported net income of $13.26 million for the year ended Dec. 31, 2020, compared to a net loss of $27.47 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $1.33 million in total assets, $24.64 million in total liabilities, $6.33 million in convertible preferred stock, and a total shareholders' deficit of $29.65 million. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 21, 2021, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. PAPER SOURCE: Asks to Dismiss Its Bankruptcy After Sale to Elliott ------------------------------------------------------------------ Alex Wolf of Bloomberg Law reports that Paper Source Inc. asked to dismiss its Chapter 11 case, saying that completing its wind-down process outside of bankruptcy will preserve more value for creditors. The Chicago-based stationery retailer has accomplished the main goals of its bankruptcy: reworking its leases and selling its business as a going concern. But the company still owes creditors tens of millions of dollars, it said Tuesday, June 22, 2021, in a filing with the U.S. Bankruptcy Court for the Eastern District of Virginia. About Paper Source Paper Source, Inc., operates as lifestyle brand and retailer of premium paper products, crafting supplies and related gifts, including custom invitations, greeting cards and personalized stationery and stamps. It sells fine and artisanal papers, wedding paper goods, books and gift wrap through its 158 domestic stores and its e-commerce website. The Company's administrative headquarters is in Chicago. Paper Source, Inc., and Pine Holdings, Inc., sought Chapter 11 protection (Bankr. E.D. Va. Case No. 21-30660) on March 2, 2021. Paper Source estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. The Hon. Keith L. Phillips is the case judge. The Debtors tapped WILLKIE FARR & GALLAGHER LLP as bankruptcy counsel; WHITEFORD TAYLOR & PRESTON LLP as bankruptcy co-counsel; M-III ADVISORY, LP as restructuring advisor; and SSG CAPITAL ADVISORS, LLC, as investment banker. A&G REAL ESTATE PARTNERS is the real estate advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. PB 6 LLC: Unsecured Creditors to Recover 100% in Plan ----------------------------------------------------- PB 6 LLC, a California limited liability Company, filed with the U.S. Bankruptcy Court for the Central District of California an Original Disclosure Statement describing Original Chapter 11 Plan dated June 22, 2021. This is a reorganizing plan. In other words, the Proponent seeks to accomplish payments under the Plan by a new value contribution and, in addition to that contribution, periodic payments. The Effective Date of the proposed Plan is 30 days after the Bankruptcy Court enters the Order approving the Debtor's chapter 11 plan. In April, 2018, the Debtor entered into a construction loan agreement with Fundrise Lending, LLC, as a $8,200,000.00 facility secured by a first deed of trust. Fundrise alleges that approximately $4,100,000.00 is due and owing under the loan. Unable to resolve their differences, Fundrise sought to foreclose and the Debtor filed the instant Chapter 11 case to provide breathing space so that the construction project may be completed and the resulting assets monetized for the benefit of the lenders, the subcontractors and the estate's other constituents. The principals of the Debtor are Mr. Adam Goldberg and Mr. Brian Peters who each hold 35.775 percent of the equity interests of the Debtor. Both Mr. Goldberg and Mr. Peters are guarantors of the Debtor's pre-Bankruptcy construction loan. Class 1 consists of the Secured Claim of Los Angeles County Treasurer and Tax Collector. The Reorganized Debtor shall pay this claim in full together with 6 percent interest, over 36 months, in 12 quarterly payments of $6,845.00 commencing 30 days after the Effective Date. Class 2 consists of the Secured Claim of Fundrise Lending, LLC. The Debtor is informed and believes that Fundrise asserts a pre Petition claim in the approximate amount of $4,100,000; but that Fundrise maintains a reserve of $1,000,000 and that certain payments made to, or on behalf of, Fundrise are recoverable by the estate as avoidable transfers; therefore, the claim amount shall be determined via agreement between the Debtor and Fundrise or the Bankruptcy Court. If Fundrise's claim is $4,100,000, then the monthly interest payment shall be made in the $16,229.17 (4.75 percent, amortized over 30 years, interest only). Claimant shall retain its lien and the Debtor reserves any and all rights to seek priority post Petition financing upon approval of the Bankruptcy Court. Class 3 consists of General Unsecured Claims. The general unsecured claimants shall be paid a total of 100% of their allowed claims, with no interest, on the first day of the 40th month after the Effective Date of the Plan. Interest holders shall retain prePetition interests. The Plan will be funded by the following: $50,000.00 new value contribution by the Debtor's members in proportion to their ownership interests and financing based on the Debtor's appraisal as described in the declaration of Adam Goldberg. Plan payments shall be via new investment and/or via the Debtor's owners. Mr. Adam Goldberg and Mr. Brian Peters shall remain the Managers of the Debtor post-confirmation. None of the Debtor's management have sought wages or salary from the Debtor during the chapter 11 case and are not expected to do so post-confirmation. The Reorganized Debtor shall withhold from dividends to be distributed under the Plan and place in reserve a sufficient amount of cash to be distributed on account of Class 5 claims that are disputed and have not been allowed as of the date of any distribution to be made under the Plan. The amount reserved shall be the pro-rata share of each distribution that would be due to the disputed claimant at the time of such distribution under the Plan, if such claim were allowed in full. A full-text copy of the Original Disclosure Statement dated June 22, 2021, is available at https://bit.ly/3xLC1sx from PacerMonitor.com at no charge. Attorneys for Debtor: JEFFREY S. SHINBROT, ESQ. (SBN 155486) jeffrey@shinbrotfirm.com JEFFREY S. SHINBROT, APLC 15260 Ventura Blvd., Suite 1200 Sherman Oaks, CA 91403 Telephone: (310) 659-5444 Fax: (310) 878-8304 About PB 6 LLC PB 6, LLC, a privately held company in Newbury Park, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10293) on Feb. 23, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Maureen Tighe oversees the case. Jeffrey S. Shinbrot, APLC is the Debtor's counsel. PHASE III BUILDING: Unsecureds to Get $300 Quarterly Under Plan --------------------------------------------------------------- Phase III Building Supplies, Inc. submitted a Combined Amended Disclosure Statement and Chapter 11 Plan of Reorganization. Class 1 (Alachua Hawthorne Road Land Trust) will be paid consistent with the Settlement Agreement. Class 3 (General Unsecured Creditors) will be paid from the Debtor's Projected Disposable Income to Allowed General Unsecured Creditors on a quarterly basis pro rata either directly to the Allowed General Unsecured Creditors if confirmed under 1191(a) and through the Subchapter V Trustee if confirmed under 1191(b). The Debtor estimates a quarterly distribution to Class 3 in the amount of $300 over 36 months. Additionally, Class 3 shall receive the net recovery on any claims brought by the estate on a pro rata basis, if any. Class 3 is impaired. The Debtor will continue its operations which will cover the required new debt service payments. A copy of the Disclosure Statement is available at https://bit.ly/3gTCKRP from PacerMonitor.com. About Phase III Building Supplies Phase III Building Supplies, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 21-10023) on Feb. 11, 2021. At the time of the filing, the Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. Judge Karen K. Specie oversees the Debtor's case. The Debtor is represented by The Law Offices of Jason A. Burgess, LLC. PILOCH DISTRIBUTION: U.S. Trustee Objects to Disclosure Statement ----------------------------------------------------------------- Tracy Hope Davis, United States Trustee for Region 17, opposed the Disclosure Statement of Piloch Distribution, Inc. The U.S. Trustee asserted that the Disclosure Statement should not be approved because the Plan it describes is patently unconfirmable. The U.S. Trustee pointed out that the Plan does not comply with Section 1121(e)(2) and (3) of the Bankruptcy Code, which provides that in a small business case, the plan and a disclosure statement shall be filed not later than 300 days after the date of the order for relief. According to the Trustee, the Debtor filed its Plan and Disclosure Statement on the day before the running of the deadline set forth in Section 1121(e)(2). The Debtor also failed to secure an order extending the deadline set forth in Section 1129(e) before that deadline ran on June 4, 2021. The U.S. Trustee added that the Plan improperly applies Section 1141(d)(3) to a corporate debtor. Section 9.1 of the Plan provides that "Confirmation does not discharge any debt or Claims provided for in the Plan until the Bankruptcy Court grants a discharge which will not be until the complete liquidation of all Estate Assets or completion of all payments under the Plan or all Allowed Claims are paid in full. The Debtors will seek a final decree to close the case with a discharge once all distributions contemplated under the Plan have been made by the Plan Administrators." Section 1141(d)(5) provides that for individual Chapter 11 debtors, "unless after notice and a hearing the court orders otherwise for cause, confirmation of the plan does not discharge any debt provided for in the plan until the court grants a discharge on completion of all payments under the plan." However, the Debtor is a corporation. Accordingly, the Plan applies the incorrect standard regarding the discharge to the Debtor, the U.S. Trustee contended. A copy of the objection is available for free at https://bit.ly/3j92Ymg from PacerMonitor.com. The Court will consider the matter at a telephonic hearing at 1:30 p.m. on July 21, 2021. The U.S. Trustee is represented by: Edward M. McDonald, Jr., Esq. Trial Attorney United States Department of Justice Office of the United States Trustee 300 Las Vegas Boulevard, So., Ste. 4300 Las Vegas, NV 89101 Cell: (202) 603-5222 E-mail: edward.m.mcdonald@usdoj.gov About Piloch Distribution Piloch Distribution, Inc. -- http://www.piloch.com/-- distributes food and related products on a wholesale basis to retailers. Piloch Distribution filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 20-13047) on June 25, 2020. Piloch Distribution President Miguel Salido signed the petition. At the time of the filing, the Debtor disclosed total assets of $2,332,683 and total liabilities of $2,345,430. Judge August B. Landis oversees the case. David J. Winterton & Associates, Ltd., is the Debtor's legal counsel. POWER CORPORATION: Egan-Jones Keeps BB+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 8, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Power Corporation of Canada. Headquartered in Montreal, Canada, Power Corporation of Canada operates as a diversified management and holding company. PROPULSION ACQUISITION: S&P Raises ICR to 'B-', Outlook Positive ---------------------------------------------------------------- S&P Global Ratings raised its ratings on Propulsion Acquisition LLC (Belcan), including its issuer credit rating to 'B-'. The positive outlook reflects that continued improvement in credit metrics could lead to an upgrade, depending on the pace and size of likely acquisitions. S&P said, "We expect Belcan's credit metrics to improve in 2021. Revenue and earnings declined significantly in 2020 as a result of the pandemic's effect on demand from commercial aerospace and automotive customers. We are now seeing demand recover for the company's engineering, manufacturing and supply chain, and workforce services, mainly from defense and commercial aerospace and automotive customers. The company's recent acquisition of Telesis is also contributing to the growth. Margins have also improved over 2020 due to cost reductions and better margins from Telesis. We now expect debt to EBITDA of 6.5x-6.9x in 2021 from above 10x in 2020. "Belcan will likely pursue acquisitions. The company has had an aggressive financial policy since we first started rating the company. During 2019 and 2020, the company completed about $75 million of acquisitions each year. We expect the company to continue to pursue a similar amount of acquisitions, though larger debt-financed acquisitions or dividends to its financial sponsor owner could limit improvement in credit metrics. "We expect liquidity to remain adequate for 2021. Belcan generated relatively good positive free cash flow in 2020 and into the first quarter of 2021. The company used some of the proceeds to repay its asset-based lending (ABL) revolver. The company now has about $39 million of cash on hand and a fully undrawn $75 million ABL due in 2023. We also expect the company to generate about $20 million-$25 million of free cash flow in 2021 and for the company to maintain adequate cushion under the senior net leverage covenant in its credit facility." The positive outlook on Belcan reflects the improvement in credit metrics as demand has returned for the company's engineering, manufacturing and supply chain management, and workforce solutions services, even incorporating likely acquisitions. We expect debt to EBITDA to decrease to 6.5x-6.9x in 2021, from above 10x in 2020. S&P could raise its rating on Belcan over the next 12 months if debt to EBITDA declines below 7x and we expect it to remain there, even with possible acquisitions. This would likely be driven by: -- The company performing as expected; and -- The company's financial policy is not more aggressive than S&P expects. S&P could revise its outlook back to stable over the next 12 months if debt to EBITDA remains above 7x and S&P does not expect it to improve. This would likely be due to: -- Demand does not improve as expected; -- Margins weaken due to unexpected costs; or -- The company pursues a more aggressive financial policy than S&P currently expects. RABUN MANOR: May Use Cash Collateral Thru Final Hearing Date ------------------------------------------------------------ Judge James R. Sacca authorized Rabun Manor Resort, LLC to use cash collateral pursuant to the budget through and including the date of the final hearing on the cash collateral request. The Court also authorized the Debtor to use cash collateral to pay for U.S. Trustee fees and any fee or charge assessed against the Debtor under 28 U.S.C. Section 1930. Judge Sacca ruled that First Citizens Bank and Trust Company is granted valid and perfected, security interests in, and liens on all property of the Debtor of the same character, nature type, and scope as the prepetition liens held by First-Citizens. The liens and interests shall attach in the same priority and to the same extent and validity as First Citizens' security interests and liens in the prepetition collateral. First Citizens is also granted replacement liens as adequate protection for any diminution in the value of its interests in the prepetition collateral. The Debtor owed First Citizens Bank $675,000 in original principal amount as evidenced by a Promissory Note Agreement dated February 15, 2019. The debt is secured by the pledge of the Debtor's Facility, pursuant to a Security Deed dated February 15, 2019. The Debtor owns and operates a bed and breakfast, and a restaurant in Dillard, Georgia. The final hearing on the matter is scheduled for July 22, 2021 at 10:30 a.m. Any objections must be filed and served so as to be received no later than July 19 at 4 p.m. (ET). A copy of the Court's second interim order is available for free at https://bit.ly/3d0GwHN from PacerMonitor.com. Counsel for First Citizens Bank and Trust Company: Ron C. Bingham II, Esq. ADAMS AND REESE LLP 3424 Peachtree Road, NE, Suite 1600 Atlanta, GA 30326 Telephone: (470) 427-3701 Email: ron.bingham@arlaw.com About Rabun Manor Resort, LLC Rabun Manor Resort, LLC owns and operates a bed & breakfast and 150-seat restaurant facility located at 205 Carolina Street, Dillard, Georgia. Rabun Manor Resort's manager is David Okun, who owns a 50% equity interest in the Debtor. Mr. Okun has over 22 years of experience in the hospitality business. Rabun Manor Resort sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-20596) on May 31, 2021. In the petition signed by Mr. Okun, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Theodore N. Stapleton serves as the Debtor's counsel. RADIAN GROUP: Egan-Jones Keeps BB+ Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on June 8, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Radian Group Inc. Headquartered in Philadelphia, Pennsylvania, Radian Group Inc. provides financial guarantee insurance. REDDLINE ENERGY: Seeks to Hire EnergyNet.com as Auctioneer ---------------------------------------------------------- Reddline Energy, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire EnergyNet.com, Inc. to conduct a public auction of its assets. The Debtor's assets consist of leases and three oil and saltwater disposal wells in Gaines County, Texas, which are covered by the leases. EnergyNet will be paid a commission of approximately 10 percent based upon the gross sales price of the Debtor's assets. As disclosed in court filings, EnergyNet neither represents nor holds any interest adverse to the Debtor and its estate. The firm can be reached through: Chris Atherton EnergyNet.com, Inc. 7201 I-40 West, Suite 319 Amarillo, TX 79106 Phone: (806) 351-2953 About Reddline Energy Reddline Energy, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 20-50239) on Dec. 18, 2020. At the time of the filing, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $1 million. Judge Robert L. Jones oversees the case. The Debtor tapped Mcwhorter Cobb & Johnson, LLP as its legal counsel, Nathan Owen, CPA as accountant, and Simplex Energy Solutions, LLC as consultant. REVLON INC: Egan-Jones Keeps C Senior Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company, on June 10, 2021, maintained its 'C' foreign currency and local currency senior unsecured ratings on debt issued by Revlon, Inc. EJR also maintained its 'D' rating on commercial paper issued by the Company. Headquartered in New York, New York, Revlon, Inc. manufactures, markets, and sells beauty and personal care products. RIVERSTREET VENTURES: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Riverstreet Ventures, LLC 3445 N. Causeway Blvd., Suite 505 Metairie, LA 70002 Business Description: Riverstreet Ventures is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 23, 2021 Court: United States Bankruptcy Court Eastern District of Louisiana Case No.: 21-10818 Judge: Hon. Meredith S. Grabill Debtor's Counsel: Patrick S. Garrity, Esq. SIMON, PERAGINE, SMITH & REDFEARN, LLP 1100 Poydras St., Suite 3000 New Orleans, LA 7016 Tel: (504) 569-2907 Fax: (504) 569-2999 Email: patrickg@spsr-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Philip J. Spiegelman, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BAS4PRQ/Riverstreet_Ventures_LLC__laebke-21-10818__0001.0.pdf?mcid=tGE4TAMA RND PROPERTIES: Seeks to Hire Adam I. Skolnik as Legal Counsel -------------------------------------------------------------- RND Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Adam I. Skolnik, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor regarding its powers and duties under the Bankruptcy Code and regarding its relationships with creditors, committees, the Office of the United States Trustee and other interested parties; b. advising the Debtor with respect to its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and other requirements under U.S. bankruptcy law; c. assisting the Debtor in the investigation and pursuit of property of the estate and sale of its assets; d. assisting the Debtor in formulating, disseminating and seeking approval of a disclosure statement and Chapter 11 plan; e. preparing legal documents; f. protecting the interest of the Debtor in all matters pending before the court; g. representing the Debtor in negotiation with its creditors in the preparation of a plan; h. other legal services necessary for the proper administration of the bankruptcy estate. The firm's hourly rates are as follows: Adam I. Skolnik, Esq. $450 per hour Legal Assistants and Paralegals $125 per hour As disclosed in court filings, Adam I. Skolnik does not represent any interest adverse to the Debtor, the bankruptcy estate and creditors. The firm can be reached through: Adam I. Skolnik, Esq. Adam I. Skolnik, P.A. 1761 West Hillsboro Boulevard, Suite 201 Deerfield Beach, FL 33442 Tel: 954-900-1061 Fax: 561-265-1828 Email: info@skolniklawpa.com askolnik@skolniklawpa.com About RND Properties RND Properties, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-15570) on June 7, 2021, disclosing total assets of up to $500,000 and total liabilities of up to $1 million. Judge Laurel M. Isicoff oversees the case. Adam I. Skolnik, P.A. represents the Debtor as legal counsel. SCIENTIFIC GAMES: Egan-Jones Keeps CCC Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on June 10, 2021, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Scientific Games Corporation. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Las Vegas, Nevada, Scientific Games Corporation provides services, systems, and products to both the pari-mutuel gaming and instant ticket lottery industries. STAR GROUP: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ------------------------------------------------------------ Egan-Jones Ratings Company, on June 9, 2021, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Star Group, L.P. to BB+ from BB-. Headquartered in Stamford, Connecticut, Star Group, L.P. provides home heating products and services. STONEX GROUP: Egan-Jones Keeps B+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on June 11, 2021, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by StoneX Group Inc. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in New York, New York, StoneX Group Inc. is an institutional-grade financial services network that connects companies, organizations, and investors to the global markets ecosystem through digital platforms, end-to-end clearing, and execution services. SUNERGY CALIFORNIA: 3 More Creditors Appointed to Committee ----------------------------------------------------------- The U.S. Trustee for Region 17 appointed DHD Enterprise Corp., Seraphim Solar USA Manufacturing, Inc. and Sunrise Energy Solution, Inc. as new members of the official committee of unsecured creditors in the Chapter 11 case of Sunergy California, LLC. Meanwhile, Edges Electrical Group, LLC is no longer a member of the committee. As of June 23, the members of the committee are: 1. DEPCOM Power, Inc. Representative: Steve Chun Executive Vice President-Project Finance 9185 E. Pima Center Parkway, Suite 100 Scottsdale, AZ 85258 Phone: (510)579-4265 E-mail: schun@depcompower.com cscaglione@depcompower.com 2. XPO Global Forwarding, Inc. Representative: Stephanie Penninger, Esq. Senior Director Legal Counsel 11215 North Community House Road Charlotte, NC 28277 Phone: (704)956-6028 E-mail: Stephanie.Penninger@xpo.com 3. DHD Enterprise Corp. Representative: Paul J. Wagstaffe, Esq. Attorney at Law 5150 Fair Oaks Blvd. No 101-285 Carmichael, CA 95608 Phone: (916) 716-6627 E-mail: pjwagstaffe@gmail.com 4. Seraphim Solar USA Manufacturing, Inc. Representative: Paul Pascuzzi, Esq. Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP 500 Capital Mall Suite 2250 Sacramento, CA 95814 Phone: (916) 329-7400 E-mail: ppascuzzi@ffwplaw.com 5. Sunrise Energy Solution, Inc Representative: David E. Frank, Esq. Frank Law Group 1517 Lincoln Way Auburn, CA 95603 Phone: (530) 887-8585 Fax: (530) 887-8586 E-mail: defrank@franklawgroup.com About Sunergy California Sunergy California LLC -- http://www.sunergyus.com/-- is a solar module supplier. It was founded in 2016 and is headquartered and has module production facilities in Sacramento, Calif. Sunergy California filed a Chapter 11 petition (Bankr. E.D. Calif. Case No. 21-20172) on Jan. 20, 2021. In the petition signed by Lu Han, chairman, the Debtor disclosed total assets of $7,629,993 and total liabilities of $17,226,553. Judge Christopher M. Klein oversees the case. Gonzalez & Gonzalez Law, P.C. and RKF Global PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors on March 17, 2021. The committee tapped Downey Brand, LLP as legal counsel and Dundon Advisers, LLC as financial advisor. SUNLIGHT RIVER: Taps Allen Barnes & Jones as Legal Counsel ---------------------------------------------------------- Sunlight River Crossing, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Allen Barnes & Jones, PLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. providing the Debtor with legal advice with respect to its reorganization; b. representing the Debtor in connection with negotiations involving secured and unsecured creditors; c. representing the Debtor at hearings set by the court; and d. preparing legal papers necessary to assist in the Debtor's reorganization. The firm's hourly rates are as follows: Thomas H. Allen, Member $425 per hour Hilary L. Barnes, Member $425 per hour Michael A. Jones, Member $425 per hour Philip J. Giles, Member $350 per hour Cody D. Vandewerker, Associate $315 per hour David B. Nelson, Associate $300 per hour Legal Assistants and Law Clerks $115 - $205 per hour Allen Barnes & Jones received a retainer in the amount of $12,000. As disclosed in court filings, Allen Barnes & Jones does not represent any interest adverse to the Debtor and its estate. The firm can be reached through: Thomas H. Allen, Esq. Allen Barnes & Jones, PLC 1850 N. Central Avenue, Suite 1150 Phoenix, AZ 85004 Tel: 602-256-6000 Fax: 602-252-4712 Email: tallen@allenbarneslaw.com About Sunlight River Crossing Cornville, Ariz.-based Sunlight River Crossing, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-04364) on June 4, 2021. Harrison Elder, member, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Brenda K. Martin presides over the case. Thomas H. Allen, Esq., at Allen Barnes & Jones, PLC, represents the Debtor as legal counsel. SUNPOWER CORPORATION: Egan-Jones Cuts Sr. Unsecured Ratings to BB- ------------------------------------------------------------------ Egan-Jones Ratings Company, on June 10, 2021, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by SunPower Corporation to BB- from B+. Headquartered in San Jose, California, SunPower Corporation is an integrated solar products and services company. SYNCHRONOSS TECH: Egan-Jones Withdraws CCC- Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on June 11, 2021, withdrew its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Synchronoss Technologies, Inc. Headquartered in Bridgewater Township, New Jersey, Synchronoss Technologies, Inc. provides e-commerce transaction management solutions to the communications services marketplace. TALI CORP: Unsecureds to Receive Nothing Under Plan --------------------------------------------------- Tali Corp., d/b/a bkr, filed a Combined Plan and Disclosure Statement dated June 18, 2021. Payments due under the Plan will be made from cash on hand as of the effective date of the Plan and future revenues generated by the Debtor. The reorganized Debtor will act as the disbursing agent for purposes of making plan payments. Class 2 General Unsecured Creditors consist of: * Class 2(a) consists of the disputed claim of Wayflyer for $101,838. * Class 2(b) General Unsecured Claims include these claims: e-Business International, Inc. $593,982 JPMorgan Chase Bank, N.A. (loan) $407,233 JPMorgan Chase Bank, N.A. (credit card) $152,552 JPMorgan Chase Bank, N.A. (PPP loan) $181,095 JPMorgan Chase Bank, N.A. (PPP loan) $186,575 Sephora USA LLC $128,257 Shopify Capital Inc. $168,489 Geula Soltz $90,000 American Express $61,411 Nordstrom Inc. $47,293 Beautycounter.com $38,250 Creditors in Class 2 will not receive any distribution under Plan. Post-confirmation, the Debtor will continue to be managed by Adam Winter and Tal Winter. A copy of the Combined Plan and Disclosure Statement is available for free at https://bit.ly/3dbAjcl from PacerMonitor.com. About Tali Corp. Tali Corp. d/b/a bkr manufactures glass and glass products. Tali sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 21-30254) on April 1, 2021. In the petition signed by Adam Winter, chief operating officer, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Dennis Montali oversees the case. Jeffrey I. Golden, Esq. is the Debtor's counsel. TCMA TRUCKING: Unsecureds to Be Paid 25% in 60 Months ----------------------------------------------------- TCMA Trucking, Inc., submitted a Plan and a Disclosure Statement. The Debtor is acutely aware that it must promptly conform a plan of reorganization to save this 27-year-old company. The Debtor has greatly enhanced the maintenance and accuracy of its financial records and reporting. The Debtor has come in compliance with all filings for the IRS, State of Texas, and the U.S. Trustee. The Debtor now is in a position to confirm a reorganization to pay its creditors. Under the Plan, General Unsecured Claims will be paid 25% within 60 months of the effective date of the plan. The payments will be payable 15th day of the first calendar month after Class 1, 2, and 3 claims are paid in full. The sole member of the Debtor is Felix A Auz, Sr. Mr. Auz will retain his interest in the Reorganized Debtor but will not receive dividends during the term of the plan of reorganization. Payments and distributions under the Plan will be funded by through future income from the operations of the company. A copy of the Disclosure Statement is available at https://bit.ly/3d5tYPn from PacerMonitor.com. About TCMA Trucking, Inc. TCMA Trucking, Inc. is a privately held company that operates a specialized freight trucking business. TCMA Trucking, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-35989) on Dec. 22, 2020. The petition was signed by Felix A. Auz, president. At the time of filing, the Debtor estimated $232,662 in asets and $1,407,077 in liabilities. Russell Van Beustring, Esq. at RUSSELL VAN BEUSTRING, P.C. represents the Debtor as counsel. TECHNIMARK HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable --------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Technimark Holdings LLC and its 'B-' issue-level rating and '3' recovery rating to its first-lien debt facilities. S&P does not rate the second-lien debt. S&P said, "The stable outlook reflects our view that the company will rapidly reduce its leverage, though we expect it to remain high over the next 12-18 months. We believe Technimark has strong momentum stemming from its recent program wins that will enable it to increase its top-line revenue by approximately 20% this year." Oakhill Capital Partners is acquiring a majority stake in Technimark, an Asheboro, N.C.-based manufacturer of custom application plastic components for the medical, consumer packaged goods, and specialty industrial sectors. To partially fund the transaction, Technimark plans to issue a $75 million revolving credit facility, a $475 million first-lien term loan, a $170 million second-lien term loan, and a $30 million delayed draw second-lien term loan (undrawn at close). S&P said, "Our rating on Technimark incorporates its high starting debt leverage pro forma for the new capital structure. The rating also reflects the company's aggressive financial policy, moderately high customer concentration, and low EBITDA margins relative to those of its rated peers. These weakness are somewhat offset by the strong momentum stemming from its new program wins, its high proportion of medical sales--which we view as relatively stable--and its long-standing relationships with its top customers. "We expect the company to deleverage fairly rapidly over the next 12-18 months. In our view, Technimark's leverage pro forma for the close of the transaction will be very high at about 9x as of the trailing 12 months ended March 31, 2021. Despite its high leverage, the company has performed well over the last two quarters and we expect it to maintain that momentum. Its recent new program wins, along with the higher revenue from its existing programs, contributed significantly to the expansion in its revenue. While high resin prices will likely be a headwind to its margins given the current inflationary environment, we believe Technimark's recent cost-savings initiatives and the reduction in its one-time expenses will support a moderate improvement in its margin over the next 12-18 months. In our view, these factors will lead the company's S&P Global Ratings-adjusted debt to EBITDA to decline to the mid- to high-7x range in 2021 before decreasing further to about 7x the following year. "With operations in the highly fragmented and dynamic injection molding industry, we view Technimark as fairly well positioned across multiple end markets. Specifically, the company generated 40% of its 2020 revenue from the health care industry, 36% from consumer products, 16% from the specialty industrial sector, and 8% from its recycled proprietary products. Technimark has moderate geographic diversity given that its derives 62% of its sales from the U.S., 20% from Mexico, and the remainder from China, Germany, and the U.K. With revenue approaching $700 million for the 12 months ended March 31, 2021, the company has been rapidly increasing its scale, though it is still small relative to its peers in the rigid packaging industry. In our opinion, this limits its pricing power and increases its reliance on a handful of key customers. Its top ten customers accounted for about 74% of 2020 molding sales. Despite its customer concentration, Technimark benefits from its long-standing customer relationships, which reduce the likelihood that they will switch providers and strengthens its customer retention. The company's relationships with its top 10 customers have an average tenure of 18 years." Like most plastic packaging companies, Technimark's cost structure is highly variable because over 60% of its costs are tied to resin prices. The company's long-term supply contracts with several blue-chip customers and its ability to pass-through increases in its resin prices for a majority of its businesses partially insulates it from this volatility. In addition, Technimark operates a captive plant that recycles greater than 40 million pounds of polypropylene and polystyrene annually. This recycled resin reduces its raw materially costs and adds some stability to its margin. S&P said, "The stable outlook on Technimark reflects our view that it will rapidly reduce its leverage, though we expect it to remain high over the next 12-18 months. We believe the company has strong momentum stemming from its recent program wins that will enable it to increase its top-line revenue by approximately 20% this year. "Despite some expected raw material headwinds (that affect its profitability as percentage of its revenue but not its absolute profitability given the pass-through mechanisms in its contracts), we anticipate Technimark will improve its EBITDA margins in 2021, which will reduce its leverage in the mid- to high-7x range. In addition, we forecast the company will further deleverage to around 7x in 2022. "We would likely lower our rating on Technimark if we come to view its capital structure as unsustainable. This would most likely occur if the company pursues a more aggressive financial policy than we currently expect and reports a materially weaker operating performance. We could also lower our rating if its liquidity becomes significantly constrained. "We could raise our rating on Technimark if it maintains leverage of less than 6.5x. Under this scenario, we would also need the company to continue to generate positive free operating cash flow and maintain adequate liquidity before raising the rating." THREEESQUARE LLC: Unsecureds to Recoup 5% to 6% of Claims --------------------------------------------------------- ThreeSquare, LLC filed a Second Amended Disclosure Statement dated June 18, 2021 explaining its Plan of Reorganization. The Debtor's business consists in renting commercial property for retail and office space to tenants. The Debtor originally held its King Street Property and the German Street Property for rental of commercial (retail and office) space to interested tenants. The primary tenant at its King Street Property, Geostellar, Inc., left the premises and eventually filed its own bankruptcy, leaving a sizeable portion of its lease payments in default. The income from the King Street Property was used to subsidize the German Street Property. The Debtor, thereafter, was not able to find suitable and long-term tenants. With the numerous repairs required to maintain the King Street Property, which the Debtor was unable to complete, the Debtor eventually fell into severe default with its secured creditors, finding it necessary to reorganize. The Debtor later sold the Kings Street Property pursuant to a Court order. The storefront portion of the German Street Property is currently rented by a long-term tenant, Good Shop, which has also suffered economic downturn due to COVID-19 pandemic, but has begun making regular monthly lease payments. It has recently signed a three-year lease with the Debtor. The Debtor is also acting as property manager for the Principals. The lease payments from the Good Shop and the payment for property management represent the full income that the Debtor will use to fund its proposed Chapter 11 plan. The Plan contemplates 36 monthly distributions to secured creditors with biannual distribution for a total of six distributions to general unsecured creditors coming from the Debtor's rental income and management fees. The Plan provides for payment in full to claimants in Class I (Administrative Claims) and Class II (Secured Tax Claims - Sheriff of Jefferson County, West Virginia), agreed upon adequate protection payments to claimants in Class III (General Secured Claims - United Bank and the West Virginia Economic Development Authority), a pro-rata payment to Class IV (General Unsecured Claims) in accordance with the priority scheme of the Bankruptcy Code. Class VI (Equity Shareholders) Claims will receive no distribution. Class IV General Unsecured Claims shall receive a pro rata distribution of remaining rental proceeds. The Debtor estimates that creditors in this class will receive from 5% to 6% of each creditor's claim. These claims are impaired under the Plan. A copy of the Second Amended Disclosure Statement is available for free at https://bit.ly/3gYVRdk from PacerMonitor.com. About ThreeSquare LLC ThreeSquare, LLC, a West Virginia corporation which has been in business since 2002, which business consists of renting commercial property for retail and/or office space to interested tenants. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. W.Va. Case No. 19-00975) on Nov. 12, 2019. The Debtor was estimated to have $500,001 to $1 million in assets and less than $10 million in liabilities. Judge Frank W. Volk oversees the case. The Debtor hired Turner & Johns, PLLC, as its legal counsel. TRI-STATE SPORTS: Unsecureds to Get $100 Monthly Until Paid in Full ------------------------------------------------------------------- Tri State Sports, Inc. submitted an Amended Plan of Reorganization. Under the Plan, Class 6 Claimants (Allowed Claims of Unsecured Creditors) will share pro rata in a monthly payment of $100 commencing on the Effective Date until paid in full on their allowed claims. Class 6 is impaired. The Debtor's obligations under this Plan will be satisfied out of the Debtor's ongoing rental of the properties. Attorneys for the Debtor: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road Suite 850 Dallas, Texas 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 A copy of the Disclosure Statement is available at https://bit.ly/3d2KHmI from PacerMonitor.com. About Tri-State Sports Entertainment Tri-State Sports Entertainment, Inc., sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-42675) on August 25, 2020, disclosing under $1 million in both assets and liabilities. Eric A. Liepins, Esq., is the Debtor's counsel. TUFAIL & ASSOCIATES: Case Summary & 6 Unsecured Creditors --------------------------------------------------------- Debtor: Tufail & Associates, LLC 267 Kentland Boulevard Suite 5083 Gaithersburg, MD 20878 Business Description: The Debtor's principal assets are real properties located at various locations in Baltimore City. Chapter 11 Petition Date: June 23, 2021 Court: United States Bankruptcy Court District of Maryland Case No.: 21-14153 Debtor's Counsel: David J. Kaminow, Esq. INMAN KAMINOW, P.C. 410 W. Patrick Street Frederick, MD 21701 Tel: 301-315-9400 Fax: 301-340-0130 E=mail: dkaminow@kamlaw.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Nasir Khattak, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G4V2Q6Y/Tufail__Associates_LLC__mdbke-21-14153__0001.0.pdf?mcid=tGE4TAMA UA INVESTMENTS: Taps Eric Thorstenberg as Bankruptcy Attorney ------------------------------------------------------------- UA Investments LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Eric Thorstenberg, Esq., an attorney practicing in Atlanta, Ga., to handle its Chapter 11 case. Mr. Thorstenberg will be paid $250 per hour for his services, and $60 per hour for secretarial services. The Debtor, through its manager, Mohammad Gaffar, paid the attorney a pre-bankruptcy retainer of $1,500. Mr. Thorstenberg disclosed in a court filing that he does not represent any interest adverse to the Debtor's estate. Mr. Thorstenberg can be reached at: Eric E. Thorstenberg, Esq. 333 Sandy Springs Cr Ste 101 Atlanta, GA 30328-3833 Tel: (404) 843-8491 Fax: (404) 843-1516 Email: ethorstenberglaw@gmail.com About UA Investments UA Investments, LLC is the fee simple owner of a shopping center located at 1600 and 1608 Shorter Ave., Rome, Ga., having a current value of $2.69 million. UA Investments filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 21-53437) on May 1, 2021, disclosing total assets of $2,694,762 and total liabilities of $1,249,923. Mohammad Gaffar, member and manager, signed the petition. Judge Sage M. Sigler oversees the case. Eric Thorstenberg, Esq., is the Debtor's legal counsel. US REAL ESTATE: Gets Cash Collateral Access ------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas authorized Eric L. Johnson, the Chapter 11 Trustee in the bankruptcy cases of US Real Estate Equity Builder, LLC, and US Real Estate Equity Builder Dayton, LLC, to use cash collateral on an interim basis to pay expenses based on the Debtors' budgets and pay the fees owed the U.S. Trustee. The Trustee asserts that an immediate need exists for him to use Cash Collateral in order to continue to pay necessary and ordinary business expenses. The Trustee further asserts his inability to use the Cash Collateral would immediately and irreparably harm the Debtors, the bankruptcy estates, and their creditors. Pursuant to the Court's order, the Trustee is directed to file a new proposed budget at least 30 days prior to the expiration of the budget currently in place. Additionally, during a budget period, the Trustee may file a modified budget to reflect changes in both income and expenses of the Debtors. Various lenders assert a security interest in the Cash Collateral which include PS Funding, Inc., Joseph and Carolyn Winblad, and Anchor Loans, LP. As additional adequate protection of the Secured Parties' interests, and the use of the Cash Collateral, the Trustee will make adequate protection payments to the Secured Parties in the amounts set forth in the Budget. The Secured Parties will apply the Adequate Protection Payments as set forth in the loan documents. In the event the respective Secured Creditor is found not to hold a claim secured by a first priority and unavoidable security interest in the Cash Collateral or such claim or lien is equitably subordinated, the Adequate Protection Payments will be subject to disgorgement. The Adequate Protection Payments will be due the 15th day of the month for which they are budgeted. The Court ruled that the secured parties' respective security interests continue in post-petition rents to the extent the respective secured parties have a perfected security interest in rents that constitute cash collateral. Moreover, the Court granted the secured parties an administrative expense claim under Section 503(b) of the Bankruptcy Code to the extent their liens in post-petition rents prove inadequate to protect them from a demonstrated diminution in value of their collateral positions from the Petition Date. The secured parties' liens and the superpriority claim, however, will be subject to a carve out for U.S. Trustee and Court fees, Trustees' expenses, excluding professional fees. A final hearing on the matter is set for July 15, 2021, at 2:20 pm. A copy of the order is available for free at https://bit.ly/2SlNIY5 from PacerMonitor.com. About US Real Estate Equity Builder US Real Estate Equity Builder LLC is primarily engaged in renting and leasing real estate properties. US Real Estate Equity Builder and its affiliate, US Real Estate Equity Builder Dayton, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead Case No. 20-21358) on Oct. 2, 2020. Judge Robert D. Berger oversees the cases. At the time of filing, US Real Estate Equity Builder disclosed $5,281,000 in assets and $13,985,020 in liabilities. US Real Estate Equity Builder Dayton disclosed between $1 million and $10 million in both assets and liabilities. George J. Thomas, Esq., at Phillips & Thomas LLC, is the Debtors' legal counsel. The Office of the U.S. Trustee appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Sader Law Firm. Eric L. Johnson, the court-appointed Chapter 11 trustee, is represented by Spencer Fane LLP. US STEEL: Egan-Jones Hikes Senior Unsecured Ratings to CCC+ ----------------------------------------------------------- Egan-Jones Ratings Company, on June 11, 2021, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by United States Steel Corporation to CCC+ from CCC-. Headquartered in Pittsburgh, Pennsylvania, United States Steel Corporation operates as an integrated steel producer. VECTOR GROUP: Egan-Jones Keeps CCC Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on June 9, 2021, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Vector Group Ltd. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Miami, Florida, Vector Group Ltd. operates as a holding company. WILLCO X DEVELOPMENT: Wins Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for District of Colorado has entered an order approving the stipulation filed by Willco X Development, LLLP and Independent Bank regarding the extension of the Agreed Interim Order Authorizing Use of Cash Collateral and Providing Adequate Protection dated October 29, 2020. As previously reported by the Troubled Company Reporter, the Debtor and the bank have advised the court they have reached an agreement regarding Willco's use of cash collateral and agreed to extend the Cash Collateral Order without alteration to its terms to and including August 6, 2021, provided the parties remain in compliance with the Order. A copy of the order is available at https://bit.ly/2U12eFe from PacerMonitor.com. About Willco X Development LLP Willco X Development, LLLP, operator of the Hilton Garden Inn of Thornton in Colo., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 20-16438) on Sept. 29, 2020. The Debtor was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. Judge Thomas B. McNamara oversees the case. Weinman & Associates, P.C., led by Jeffrey A. Weinman, is the Debtor's legal counsel. Independent Bank, as lender, is represented by John F. Young, Esq., at Markus Williams Young & Hunsicker LLC. WINDSOR MILL: Unsecureds Will be Paid in Full in 2 Installments --------------------------------------------------------------- Windsor Mill Community, LLC, submitted a Disclosure Statement and Plan of Reorganization. This is a "single asset real estate case" involving a 19 +/- acre development parcel of land in Windsor, California. The property is subject to first and second deeds of trust in the combined amount of over $37,000,000. Those loans were due and payable as of the date of the bankruptcy and the property was at imminent risk of being lost in foreclosure. There is approximately $68,000 in non-insider unsecured debt, all of which is held by professionals and consultants retained by the Debtor to obtain land use entitlements. Under the Plan, the secured debt will be restructured into two newly amortized "interest only" loans due in full in two years. The non-insider unsecured creditors will be paid in full in two installments. This will be accomplished by additional funding from the holder of the second deed of trust on the property, affiliates of MacKenzie Capital Management, LP ("MacKenzie"). The funding will be a combination of additional loan advances and a $100,000 capital contribution. In exchange for the capital contribution, the Debtor will issue a new class of membership interests to MacKenzie. The existing equity interests in the Debtor will be cancelled. Attorneys for the Debtor: JOHN H. MacCONAGHY JEAN BARNIER MacCONAGHY & BARNIER, PLC 645 First St. West Sonoma, CA 95476 Tel: (707) 935-3205 Fax: (707) 935-7051 E-mail: macclaw@macbarlaw.com A copy of the Disclosure Statement is available at https://bit.ly/3wPCHNv from PacerMonitor.com. About Windsor Mill Community Windsor Mill Community is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a 45-acre multi-family apartment development site in Windsor, Calif., which has an appraised value of $45 million. Windsor Mill Community filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 21-10077) on Feb. 16, 2021. Robert H. Bisno, authorized signatory, signed the petition. In the petition, the Debtor estimated $45 million in assets and $36.04 million in liabilities. Judge Roger L. Efremsky oversees the case. John H. MacConaghy, Esq., at MacConaghy & Barnier, PLC, serves as the Debtor's legal counsel. WINDSTREAM: Court Dismisses Bankruptcy Settlement Appeal With Uniti ------------------------------------------------------------------- Allison McNeely of Bloomberg News reports that an appeal of the settlement between Windstream Holdings Inc. and Uniti Group Inc. as part of Windstream's bankruptcy plan was rejected in court, according to a June 22, 2021 ruling. United States District Judge Vincent Briccetti dismissed an appeal filed in July 2020 by U.S. Bank and CQS. About Windstream Holdings Windstream Holdings, Inc., and its subsidiaries provide advanced network communications and technology solutions for businesses across the United States. They also offer broadband, entertainment and security solutions to consumers and small businesses primarily in rural areas in 18 states. Windstream Holding Inc. and its subsidiaries filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25, 2019. The Debtors had total assets of $13,126,435,000 and total debt of $11,199,070,000 as of Jan. 31, 2019. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as counsel; PJT Partners LP as financial advisor and investment banker; Alvarez & Marsal North America LLC as restructuring advisor; and Kurtzman Carson Consultants as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 12, 2019. The committee tapped Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP, as its financial advisor, and Perella Weinberg Partners LP as investment banker. WOODBRIDGE HOSPITALITY: Wins Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona has entered an order approving the Stipulated Motion for Emergency Order Approving Interim Use of Cash Collateral filed by Woodbridge Hospitality L.L.C. and Canyon Community Bank, a secured lender. As previously reported by the Troubled Company Reporter, the parties have agreed to the Debtor's use of $10,386 of cash remaining from the Paycheck Protection Program loan (PPP) from the lender. The Lender has advanced $231,018 to the Debtor as of June 2, 2021, under the program. The Court says the Debtor is authorized to maintain the loan proceeds in the existing PPP account at the Bank until such time as they are exhausted. About Woodbridge Hospitality Woodbridge Hospitality, L.L.C. is a company that operates in the hotel and motel industry. It conducts business under the name Suites on Scottsdale. Woodbridge Hospitality filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-04096) on May 26, 2021. Sukhbinder Khangura, the Debtor's manager, signed the petition. At the time of filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Paul Sala presides over the case. Randy Nussbaum, Esq., at Sacks Tierney P.A., represents the Debtor as legal counsel. Canyon Community Bank, as lender, is represented by Michael McGrath, Esq. at Mesch Clark Rothschild. WYNN RESORTS: Egan-Jones Keeps CCC+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on June 11, 2021, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts Limited. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and operates luxury hotels and destination casino resorts in Las Vegas, Nevada, Macau, and China. YOUFIT HEALTH: Lacks Cash for Plan Approval, Case Dismissed ----------------------------------------------------------- Alex Wolf of Bloomberg Law reports that YouFit Health Clubs LLC, lacking the cash to get a creditor repayment plan approved, will wrap up its affairs outside of bankruptcy after a judge granted the gym chain's bid to dismiss its Chapter 11 case. Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware granted YouFit's largely consensual request at a hearing Wednesday, June 23, 2021. A lender group that includes Birch Grove Capital LP and Goldman Sachs Bank USA purchased YouFit's business out of bankruptcy by forgiving $85 million in debt. But the deal left the estate without sufficient funds to cover the expenses. About YouFit Health Clubs YouFit Health Clubs, LLC, and its affiliates -- https://www.youfit.com/ -- own and operate 85 fitness clubs in the states of Alabama, Arizona, Florida, Georgia, Louisiana, Maryland, Pennsylvania, Rhode Island, Texas, and Virginia. On November 9, 2020, YouFit Health Clubs and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12841). YouFit was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the filing. The Honorable Mary F. Walrath is the case judge. The Debtors tapped Greenberg Traurig LLP as its bankruptcy counsel, FocalPoint Securities LLC as an investment banker, Red Banyan Group LLC as a communications consultant, and Hilco Real Estate LLC as a real estate advisor. Donlin Recano & Company Inc. is the claims agent. On November 18, 2020, the U.S. Trustee for Region 3 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Berger Singerman LLP and Pachulski Stang Ziehl & Jones LLP as its legal counsel, and Dundon Advisers LLC as its financial advisor. ZOHAR FUNDS: Patriarch Accused of Keeping Cash From Investors ------------------------------------------------------------- Steven Church of Bloomberg News reports that the funding company behind Lynn Tilton's distressed debt empire accused Patriarch Partners, the private equity firm she founded, of withholding money it got from foreclosing on defunct textile maker Galey & Lord. During a court hearing Tuesday, June 22, 2021, lawyers for the bankrupt Zohar III Corp. which Tilton also founded, said Patriarch affiliates may be wrongly hanging onto millions in cash collected after selling most of Galey's assets. Zohar is a collateralized debt fund that is controlled by investors who have been feuding with Tilton for several years. About the Zohar Funds New York-based Patriarch Partners, LLC, is a private equity firm specializing in acquisition, buyouts, and turnaround investment in distressed American companies and brands. Patriarch Partners was founded by Lynn Tilton in 2000. Lynn Tilton and her affiliates held substantial equity stakes in portfolio companies, which include iconic American manufacturing companies with tens of thousands of employees. The Zohar funds were created to raise money through selling a form of notes called collateralized loan obligations to investors that was then used to extend loans to dozens of distressed mid-size companies, often in connection with the acquisition of those companies out of bankruptcy. Patriarch bought "distressed" companies via funding from a series of collateralized loan obligations (CLOs) marketed through Patriarch via its $2.5 billion "Zohar" funds. Tilton placed the funds into bankruptcy in 2018 in an attempt to keep Patriarch's portfolio from being liquidated by Zohar creditors including bond insurer MBIA, which insured $1 billion worth of Zohar notes. Combined debt of the funds is estimated at $1.7 billion. Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited, Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp. (collectively, the "Zohar Funds"), sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors were estimated to have $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. [^] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace ------------------------------------------------------------- Author: Warren E. Agin Publisher: Bowne Publishing Co. List price: $225.00 Review by Gail Owens Hoelscher Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over the last 12 months! Microstrategy Inc. has roller-coasted from a high of 333 to a low of 7 over the same period! Just when the IPO boom is imploding and high-technology companies are running out of cash, Warren Agin comes out with a guide to the legal issues of the cyberage. The word "cyberspace" did not appear in the Merriam-Webster Dictionary until 1986, defined as "the on-line world of computer networks." The word "Internet" showed up that year as well, as "an electronic communications network that connects computer networks and organizational computer facilities around the world." Cyberspace has been leading a kaleidoscopic parade ever since, with the legal profession striding smartly in rhythm. There is no definition for the word "cyberassets" in the current Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in Cyberspace tells us what cyberassets are and lays out in meticulous detail how to address them, not only for troubled technology companies, but for all companies with websites and domain names. Cyberassets are primarily websites and domain names, but also include technology contracts and licenses. There are four types of assets embodied in a website: content, hardware, the Internet connection, and software. The website's content is its fundamental asset and may include databases, text, pictures, and video and sound clips. The value of a website depends largely on the traffic it generates. A domain name provides the mechanism to reach the information provided by a company on its website, or find the products or services the company is selling over the Internet. Examples are Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the value of a domain name is comparable to valuing trademark rights. Domain names can come at a high price! Compaq Computer Corp. paid Alta Vista Technology Inc. more than $3 million for "Altavista.com" when it developed its AltaVista search engine. The subject matter covered in this book falls into three groups: the Internet's effect on the practice of bankruptcy law; the ways substantive bankruptcy law handles the impact of cyberspace on basic concepts and procedures; and issues related to cyberassets as secured lending collateral. The book includes point-by-point treatment of the effect of cyberassets on venue and jurisdiction in bankruptcy proceedings; electronic filing and access to official records and pleadings in bankruptcy cases; using the Internet for communications and noticing in bankruptcy cases; administration of bankruptcy estates with cyberassets; selling bankruptcy estate assets over the Internet; trading in bankruptcy claims over the Internet; and technology contracts and licenses under the bankruptcy codes. The chapters on secured lending detail technology escrow agreements for cyberassets; obtaining and perfecting security interests for cyberassets; enforcing rights against collateral for cyberassets; and bankruptcy concerns for the secured lender with regard to cyberassets. The book concludes with chapters on Y2K and bankruptcy; revisions in the Uniform Commercial Code in the electronic age; and a compendium of bankruptcy and secured lending resources on the Internet. The appendix consists of a comprehensive set of forms for cyberspace-related bankruptcy issues and cyberasset lending transactions. The forms include bankruptcy orders authorizing a domain name sale; forms for electronic filing of documents; bankruptcy motions related to domain names; and security agreements for Web sites. Bankruptcy and Secured Lending in Cyberspace is a well-written, succinct, and comprehensive reference for lending against cyberassets and treating cyberassets in bankruptcy cases. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***