/raid1/www/Hosts/bankrupt/TCR_Public/210712.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, July 12, 2021, Vol. 25, No. 192
Headlines
ABRAXAS PETROLEUM: Egan-Jones Keeps CCC Senior Unsecured Ratings
ADMIRAL PROPERTY: Unsecureds Owed $314K to Split $20K in Plan
ADMIRAL PROPERTY: Updates Administrative Expense Claim Details
ALLIED ESPORTS: Stockholders Approve SPA With Club Services, Et al.
ALPINE 4: Unit Secures New $2 Million Order Kicking Off Q3 2021
AMSTERDAM HOUSE: Seeks to Hire RBC Capital as Investment Banker
AMSTERDAM HOUSE: Seeks to Hire Sidley Austin as Legal Counsel
AMSTERDAM HOUSE: Taps Kurtzman Carson as Administrative Advisor
APARTMENT INVESTMENT: Egan-Jones Keeps BB+ Sr. Unsecured Ratings
APPLIANCESMART INC: Unsecured Creditors Will Get .54% of Claims
AVID BIOSERVICES: Files Amended Certificate of Incorporation
AVIENT CORPORATION: Egan-Jones Keeps B+ Senior Unsecured Ratings
BED BATH: Egan-Jones Lowers Senior Unsecured Ratings to CC
BIOMARIN PHARMACEUTICAL: Egan-Jones Keeps B+ Sr. Unsecured Ratings
BIOSTAGE INC: Hires Wei, Wei & Co. as New Accountant
BLACKROCK INTERNATIONAL: Aug. 3 Hearing on Disclosure Statement
BOEING COMPANY: Egan-Jones Keeps BB Senior Unsecured Ratings
BOY SCOUTS OF AMERICA: Insurers Get Time to Review $850M Deal
BULLDOG PURCHASER: S&P Affirms 'CCC+' ICR on Expected Recovery
C.M. MEIERS: Court Approves Disclosure Statement
CADIZ INC: Enters Into $50-Mil. Senior Secured Credit Agreement
CAPITAL TRUCK: Aug. 12 Hearing on Disclosure Statement
CCM MERGER: S&P Affirms 'B+' ICR on Improving Operating Conditions
CENTERFIELD MEDIA: S&P Assigns 'B' ICR, Outlook Stable
CENTURY ALUMINUM: Egan-Jones Keeps CCC Senior Unsecured Ratings
CUSTOM TRUCK: Stockholders Approve All Proposals at Annual Meeting
CYTODYN INC: Ordered to Pay $7.6M Cash in Arbitration Case
DEARBORN REAL ESTATE: Disclosures Win Interim Approval
DEER CREEK: Has Until August 2 to File Plan & Disclosures
DIGIPATH INC: Todd Denkin Appointed as President
DJM HOLDINGS: Creditor Headlands Oppose Plan & Disclosures
DJM HOLDINGS: Creditor SCIG Series III Opposes Plan & Disclosures
DRUMMOND CO: S&P Alters Outlook to Stable, Affirms 'BB' ICR
ELECTROTEK CORP: U.S. Trustee Appoints Creditors' Committee
EQT CORPORATION: Egan-Jones Keeps B- Senior Unsecured Ratings
ETC SUNOCO: Egan-Jones Keeps BB- Senior Unsecured Ratings
FADYRO DISTRIBUTORS: Seeks Court Approval to Hire Accountant
FIRSTENERGY CORP: Egan-Jones Keeps BB Senior Unsecured Ratings
FRANCESCA'S HOLDINGS: Landlords Say Plan Unconfirmable
FRANCESCA'S HOLDINGS: United States Opposes Plan & Disclosure
GAMESTOP CORPORATION: Egan-Jones Keeps CC Senior Unsecured Ratings
GAP INCORPORATED: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
GENWORTH FINANCIAL: Egan-Jones Keeps B+ Senior Unsecured Ratings
GEORGE WESTON: Egan-Jones Keeps BB Senior Unsecured Ratings
GFY REALTY: Unsecured Creditors to Recover 100% Under Plan
GLOBAL COURIERS: Seeks to Hire Seiller Waterman as Legal Counsel
GREENSILL CAPITAL: Finacity Sale Resolves Its $20 Mil. Liability
GREIF INC: Egan-Jones Keeps B+ Senior Unsecured Ratings
GRIDDY ENERGY: Court Approves Disclosure and Confirms Plan
HELIUS MEDICAL: Board Adopts 2021 Inducement Plan
HERTZ CORP: Claims for Rejection of Contracts Due July 30
HILTON WORLDWIDE: Egan-Jones Keeps B Senior Unsecured Ratings
HOVNANIAN ENTERPRISES: Egan-Jones Keeps CCC+ Sr. Unsecured Ratings
HUDSON PACIFIC: Egan-Jones Keeps BB+ Senior Unsecured Ratings
ICONIX BRAND: Gets Consent to Amend Indenture With BNY Mellon
II-VI INCORPORATED: Egan-Jones Cuts Sr. Unsecured Ratings to BB-
ILLINOIS SPORTS: S&P Affirms 'BB+,' Alters Outlook to Positive
INTERSTATE UNDERGROUND: Taps Armstrong Teasdale as Legal Counsel
INTERTAPE POLYMER: Egan-Jones Keeps BB Senior Unsecured Ratings
INVESTVIEW INC: Unit Reports Strong Record Growth Trend in Q1
ION GEOPHYSICAL: Shareholders Approve Proposal to Declassify Board
JDUB'S BREWING: Third Amended Plan Confirmed by Judge
JEFFERIES GROUP: Egan-Jones Keeps BB Senior Unsecured Ratings
KATERRA INC: Gets Court Approval for Bankruptcy Sales of Units
KATERRA INC: Seeks Approval to Hire Jackson Walker as Co-Counsel
KBR INC: S&P Ups ICR to 'BB' on Successful Integration of Centauri
KCIBT HOLDINGS: S&P Downgrades ICR to 'SD' on Term Loan Amendments
LAMAR ADVERTISING: S&P Upgrades ICR to 'BB' on Revenue Recovery
LIQUIDMETAL TECHNOLOGIES: Lugee Li Quits as CEO, President
LOVES FURNITURE: Agree Says Exculpation Provision Inappropriate
LOVES FURNITURE: Penske Says It's Owed $2.99M, Opposes Plan
LOVES FURNITURE: STORE Opposes First Amended Plan & Disclosures
MACY'S INC: Egan-Jones Keeps CCC+ Sr. Unsecured Ratings
MATLINPATTERSON GLOBAL: Gets Court Chapter 11 Stay Order
MBIA INC: Egan-Jones Keeps CCC Senior Unsecured Ratings
MEDLEY LLC: Unsecureds to Get Share of GUC Pool in Plan
MOBITV INC: Unsecured Creditors to Recover 11.8% to 23.5% in Plan
MONAKER GROUP: Completes Name Change to NextPlay Technologies
NABORS INDUSTRIES: Unit Signs Deal to Acquire Intellectual Property
NATHAN'S FAMOUS: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
NAVISTAR INTERNATIONAL: Egan-Jones Keeps CCC+ Sr. Unsec. Ratings
NCR CORPORATION: Egan-Jones Keeps B- Senior Unsecured Ratings
NEPHROS INC: Reports Preliminary Results for Second Quarter of 2021
NORDSTROM INC: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
OFS INTERNATIONAL: Seeks to Hire Porter Hedges as Legal Counsel
OFS INTERNATIONAL: Taps Chiron Financial as Investment Banker
OGE ENERGY: Egan-Jones Keeps BB Senior Unsecured Ratings
OUTLOOK THERAPEUTICS: Appoints Russell Trenary as President, CEO
OVERSEAS SHIPHOLDING: Egan-Jones Keeps B- Senior Unsecured Ratings
OXFORD INDUSTRIES: Egan-Jones Keeps B Senior Unsecured Ratings
PESCRILLO NIAGARA: First Amended Joint Plan Confirmed by Judge
PHV CORP: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
PIERCE CONTRACTORS: Case Summary & 8 Unsecured Creditors
PIPELINE FOODS: Case Summary & 20 Largest Unsecured Creditors
POGO ENERGY: July 15 Deadline Set for Committee Questionnaires
PUGNACIOUS ENDEAVORS: S&P Alters Outlook to Stable, Affirms B- ICR
REDEEMED CHURCH: Case Summary & 10 Unsecured Creditors
ROCHESTER DIOCESE: Defends Its $35 Mil. Deal to Cover Abuse Claims
SBA SENIOR: S&P Assigns 'BB+' Rating on New Senior Secured Debt
SEEDTREE MANAGEMENT: Claims Will be Paid from Sale/Refinance
SHARITY MINISTRIES: Case Summary & 7 Unsecured Creditors
SHENANDOAH TELECOM: Egan-Jones Keeps BB- Senior Unsecured Ratings
SM ENERGY: Completes Redemption of $19.3M Senior Notes Due 2022
SONOMA PHARMACEUTICALS: Hires Frazier & Deeter as New Auditor
TRANSALTA CORPORATION: Egan-Jones Keeps BB Sr. Unsecured Ratings
UNITED AIRLINES: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
VAIL RESORTS: Egan-Jones Keeps B+ Senior Unsecured Ratings
VBI VACCINES: Appoints Linda Bain to Board of Directors
VERINT SYSTEMS: Egan-Jones Keeps B+ Senior Unsecured Ratings
VIASAT INC: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
VISTAGEN THERAPEUTICS: Appoints Mary Rotunno to Board of Directors
WAGYU 100: Creditor II C.B. Says Disclosures Insufficient
WARDMAN HOTEL: Can't Ditch Sale Contract, Unions Say
WC 3RD AND TRINITY: Claims Will Be Paid in Full in Plan
WENDY'S COMPANY: Egan-Jones Keeps B- Senior Unsecured Ratings
WOLVERINE WORLDWIDE: Egan-Jones Keeps B Senior Unsecured Ratings
WORKDAY INCORPORATED: Egan-Jones Keeps B Senior Unsecured Ratings
[^] BOND PRICING: For the Week from July 5 to 9, 2021
*********
ABRAXAS PETROLEUM: Egan-Jones Keeps CCC Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 14, 2021, maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by Abraxas Petroleum Corporation. EJR also maintained
its 'C' rating on commercial paper issued by the Company.
Headquartered in San Antonio, Texas, Abraxas Petroleum Corporation
operates as an exploration and production company.
ADMIRAL PROPERTY: Unsecureds Owed $314K to Split $20K in Plan
-------------------------------------------------------------
Admiral Property Group LLC submitted a Third Amended Chapter 11
Plan of Liquidation.
Under the Plan, Class 3 Allowed General Unsecured Claims total
$313,592. The Plan proposes to distribute the amount of $20,000 to
the allowed general unsecured creditors upon the Effective Date.
This distribution will come from the carve out of the Rock Beach
collateral upon the sale of the Real Property. These creditors
shall receive their pro rata share. Class 3 is impaired.
As the Debtor's chapter 11 Plan is a plan of liquidation in which
all or substantially all of the Debtor's assets shall be sold and
liquidated, upon the Effective Date, the Debtor shall cease to
exist. The Debtor's Ownership Interests, to wit: its Member, shall
be terminated. Class 4 is impaired.
The Debtor shall derive funds to be distributed under the Plan from
the sale proceeds of the sale of the Real Property and from the
Debtor's cash on hand.
Attorneys for the Debtor:
Fred S. Kantrow
The Kantrow Law Group, PLLC
6901 Jericho Turnpike, Suite 230
Syosset, New York 11791
Tel: 516 703 3672
E-mail: fkantrow@thekantrowlawgroup.com
A copy of the Disclosure Statement dated July 7, 2021, is available
at https://bit.ly/3yFEHZg from PacerMonitor.com.
About Admiral Property Group
Admiral Property Group, LLC, is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)). It owns the property
at 157 Beach 96thStreet, Queens, New York.
On July 31, 2020, an involuntary petition was filed against Admiral
Property Group by Metro Mechanical LLC, N&K Plumbing and Heating
Corp, and Borowide Electrical Contractors (Bankr. E.D.N.Y. Case No.
20-42826). The petitioning creditors are represented by Joel
Shafferman, Esq., at Shafferman & Feldman, LLP. Judge Nancy
Hershey Lord oversees the Debtor's Chapter 11 case. The Kantrow
Law Group, PLLC serves as the Debtor's legal counsel in its
bankruptcy case.
ADMIRAL PROPERTY: Updates Administrative Expense Claim Details
--------------------------------------------------------------
Admiral Property Group LLC submitted a Third Amended Disclosure
Statement in connection with its Third Amended Plan of Liquidation
dated July 6, 2021.
The Third Amended Disclosure Statement discusses the entry of the
Confirmation Order where the Debtor shall have completed the
proposed sale of the Real Property, or the Debtor may complete the
sale, if necessary, after the entry of the Confirmation Order. The
occurrence of the Effective Date shall not occur, and the Plan
shall not be consummated unless and until each of the following
conditions have been satisfied or otherwise waived:
* the Bankruptcy Court shall have entered the Confirmation
Order;
* the Confirmation Order shall not be subject to any stay;
* the proposed sale of the Real Property has closed;
* the Administrative Expenses (i) which are Allowed
administrative Expense Claims have been paid in full; or (ii) the
Disbursing Agent is holding sufficient funds in a segregated escrow
account to pay Administrative Expense Claims which have been timely
filed against the estate but have not yet become Allowed
Administrative Claims.
The Third Amended Disclosure Statement does not alter the proposed
treatment for creditors and the equity holder:
* Class 1 consists of the Secured Claim of Rock Beach
Properties LLC under its first mortgage on the Real Property. Rock
Beach, as the successor in interest to FAC, shall receive, Cash at
Closing from the Sale Proceeds in the amount of the Allowed Secured
Claim, reduced by (a) the Cash necessary to fund the Carve Out and
the Plan Fund; (b) payment of customary and necessary costs of
closing and adjustments related to the sale of the Real Property.
* Class 2 consists of the Allowed Other Secured Claims of the
Debtor. The Allowed Other Secured Claims of the Debtor shall be
entitled to receive a distribution from the remaining Sale
Proceeds, if any, after the payment in full of all senior Claims
including the payment of the Allowed Administrative Claims, Allowed
Administrative Tax Claims, Allowed Priority Non-Tax Claims, and
Allowed Claims in Class 1.
* Class 3 consists of the Allowed General Unsecured Claims of
the Debtor. The allowed general unsecured creditors total
$313,592.08. The Plan proposes to distribute the amount of
$20,000.00 to the allowed general unsecured creditors upon the
Effective Date. This distribution will come from the Plan Fund
provided by Rock Beach as successor in interest to FAC. These
creditors shall receive their pro rata share.
* Class 4 consists of the Ownership Interest of the Debtor's
principal. Class 4 is impaired under the Plan and is deemed to have
rejected the Plan pursuant to section 1126(g) of the Bankruptcy
Code.
Recoveries projected in the Plan shall be from the Debtor's sale of
the real property commonly known as 157 Beach 96th Street, Queens
New York (the "Real Property"). The amount generated by the
proposed sale of the Real Property shall be used to satisfy the
claim of the Secured Creditor; the payment of any outstanding
statutory fees due and owing the United States Trustee; the payment
of allowed costs of administration of the case; and a distribution
to the holders of Allowed Claims.
For Ballot to be counted it must be received by not later than
August 10, 2021 at 5:00 p.m. The Bankruptcy Court has set August
10, 2021 as the last date to file and serve an objection to the
confirmation of the Plan.
A full-text copy of the Third Amended Disclosure Statement dated
July 6, 2021, is available at https://bit.ly/3hTkw3d from
PacerMonitor.com at no charge.
Attorneys for Admiral Property Group LLC:
Fred S. Kantrow, Esq.
The Kantrow Law Group, PLLC
6901 Jericho Turnpike, Suite 230
Syosset, New York 11791
516 703 3672
fkantrow@thekantrowlawgroup.com
About Admiral Property Group
Admiral Property Group, LLC, is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
On July 31, 2020, an involuntary petition was filed against Admiral
Property Group by Metro Mechanical LLC, N&K Plumbing and Heating
Corp, and Borowide Electrical Contractors (Bankr. E.D.N.Y. Case No.
20-42826). The petitioning creditors are represented by Joel
Shafferman, Esq., at Shafferman & Feldman, LLP. Judge Nancy
Hershey Lord oversees the Debtor's Chapter 11 case. The Kantrow Law
Group, PLLC serves as the Debtor's legal counsel in its bankruptcy
case.
ALLIED ESPORTS: Stockholders Approve SPA With Club Services, Et al.
-------------------------------------------------------------------
The special meeting of the stockholders of Allied Esports
Entertainment, Inc. was convened and adjourned without any business
being conducted due to the fact that quorum was not achieved. The
Special Meeting was adjourned until July 1, 2021. At the Special
Meeting on July 1, 2021, the Company's stockholders took the
following actions:
(i) The stockholders approved the Amended and Restated Stock
Purchase Agreement dated effective March 19, 2021, as amended
on March 29, 2021, by and among the Company, Allied Esports
Media, Inc., Club Services, Inc., and Element Partners, LLC.
There were 23,791,653 votes cast approving the Stock Purchase
Agreement, 110,984 votes cast against the Stock Purchase
Agreement, and 28,903 votes abstentions.
(ii) The stockholders approved the proposal to adjourn the Special
Meeting to a later date or time if necessary or appropriate,
including to solicit additional proxies in favor of the
proposal to adopt the Stock Purchase Agreement if there were
insufficient votes at the time of the Special Meeting to
approve and adopt the Stock Purchase Agreement. There were
23,663,728 votes for the proposal, 235,029 votes against, and
32,783 vote abstentions.
The Company intends to close the sale transaction contemplated by
the Stock Purchase Agreement once the remaining conditions to
closing are satisfied or waived in accordance with the terms of the
Stock Purchase Agreement.
Allied Esports
Headquartered in Irvine, California, Allied Esports Entertainment,
Inc. -- www.alliedesportsent.com -- operates a public esports and
entertainment company, consisting of the Allied Esports and World
Poker Tour businesses.
Allied Esports reported a net loss of $45.06 million for the year
ended Dec. 31, 2020, compared to a net loss of $16.74 million for
the year ended Dec. 31, 2019.
Melville, New York-based Marcum LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 12, 2021, citing that the Company has a working capital
deficiency from continuing operations, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
ALPINE 4: Unit Secures New $2 Million Order Kicking Off Q3 2021
---------------------------------------------------------------
Alpine 4 Holdings, Inc.'s subsidiary Alternative Laboratories, LLC,
has secured a new $2,000,000 order for Q3 2021. Alt Labs' new
order is related to the production of a high-quality and nutrient
rich gut health product line, for a leading health food company.
Alternative Laboratories, LLC is a private label contract
manufacturer located in Southwest, Florida. The company
specializes in the manufacturing and packaging of liquids, powders,
tablets, capsules, and other unique nutritionals for various
customers worldwide. Its Product formulation abilities and global
raw material access, provides its clients with unique "first to
market" products and cutting-edge innovations.
Kent Wilson, CEO of Alpine 4, had this to say: "With the global
nutraceutical market size projected to reach $722.49 billion by
2027, Alt Labs is positioning itself to be a leader in contract
manufacturing of nutraceuticals both in the United States and
abroad. We are investing heavily in new equipment, training, and
software to meet our customers growing global demand for health
supplements."
Mark Wesolaski, COO of Alternative Labs, had this to say: "We're
very excited to start Q3 with an order of this magnitude. We plan
to leverage improved efficiencies across our blending, filling, and
supply chain functions to deliver these 6 products to our customer
in the next 8 weeks. The delivery of these products to our
customer will facilitate their rapid growth, setting the stage for
a very strong finish to 2021 that will lead into what we believe to
be a record year for 2022. I also want to thank Kevin Thomas,
former CEO, for his continued sales support to Alt Labs!"
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of drivers, stabilizers, and
facilitators. As of April 14, 2021, the Company was a holding
company that owned nine operating subsidiaries: ALTIA, LLC; Quality
Circuit Assembly, Inc.; Morris Sheet Metal, Corp; JTD Spiral, Inc.;
Deluxe Sheet Metal, Inc,; Excel Construction Services, LLC;
SPECTRUMebos, Inc.; Impossible Aerospace, Inc.; and Vayu (US),
Inc.
Alpine 4 Holdings reported a net loss of $8.05 million for the year
ended Dec. 31, 2020, compared to a net loss of $3.13 for the year
ended Dec. 31, 2019, and a net loss of $7.91 million for the year
ended Dec. 31, 2018. As of March 31, 2021, the Company had $84.65
million in total assets, $38.58 million in total liabilities, and
$46.07 million in total stockholders' equity.
AMSTERDAM HOUSE: Seeks to Hire RBC Capital as Investment Banker
---------------------------------------------------------------
Amsterdam House Continuing Care Retirement Community, Inc. seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
New York to employ RBC Capital Markets, LLC as its investment
banker.
The firm's services include:
a. providing baseline due diligence and model review of the
Debtor, including:
(i) providing an evaluation of the facility in its current
position in the market;
(ii) providing a demographic and Multiple Listing Service
analysis of the primary market area and secondary market area;
(iii) providing a detailed review of the budget and financial
model, including a review of the revenue and turnover assumptions,
review of expense assumptions, establishment of base NOI and funds
available for debt service, comparison to existing CCRCs of
similar size and market breadth, and overview of feasibility
medians for revenue and expense components;
(iv) conducting a site review (when permissible);
(v) conducting a competitor and product review; and
(vi) establishing agreement amongst the Debtor and the 2014
bond trustee on a baseline projection and the related revenue and
expense assumptions;
b. facilitating discussions with the 2014 bond trustee and
consenting holders, including:
(i) working within a timeline that will be agreeable to the
Debtor;
(ii) facilitating negotiations for an interim Forbearance
Agreement between the Debtor and the 2014 bond trustee;
(iii) facilitating negotiations regarding the long-term
solution relating to the entrance fee and the debt obligations of
the Debtor;
c. interfacing with the 2014 bond trustee and consenting
holders;
d. advising the Debtor of current conditions in the local and
national relevant skilled nursing or senior living market, and
other general information and economic data;
e. coordinating with the Debtor and other interested parties
as necessary and interface with counsel, other outside
professionals and representatives of the Debtor;
f. attending meetings and participating in conference calls
with the Debtor and its working groups, as needed;
g. facilitating negotiations with the 2014 bond trustee and
other interested parties to develop and execute a term sheet and
restructuring support agreement regarding the Series 2014 bonds;
h. identifying, negotiating and securing the needed new
capital required to be funded as part of the plan;
i. leading the bond issuer process with the local bond
issuance authority;
j. leading the bond documentation process, including the
restructured indebtedness and the new money bonds;
k. assisting in the drafting of a private placement
memorandum;
l. serving as placement agent for the new money bond issue;
and
m. working closing with all interested parties to facilitate
the implementation and closing of the restructuring and new money
bond issue in connection with the plan.
The firm will be compensated as follows:
(a) Monthly Retainer. A monthly retainer of $25,000 will be
due commencing on June 14, 2021;
(b) Bond Restructuring Fee. A $1 million fee will be paid upon
the restructuring of the Series 2014 bonds;
(c) Series 2021 Bond Placement Fee. RBC Capital will be paid 1
percent of the par amount of newly issued bonds;
(d) Expenses. Reasonable expenses will be reimbursed at cost.
RBC Capital received an upfront retainer of $25,000.
David Fields, managing director in the Conshohocken Municipal
Finance office of RBC Capital, disclosed in court filings that his
firm is a "disinterested person" as defined by Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
David B. Fields
RBC Capital Markets, LLC
300 Four Falls Road Corporate Center, Suite 760
300 Conshohocken State Road
West Conshohocken, PA 19428
Telephone: (610) 729-3658
Facsimile: (610) 729-3708
Email: david.fields@rbccm.com
About Amsterdam House Continuing Care
Amsterdam House Continuing Care Retirement Community, Inc. (doing
business as 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.
Amsterdam House Continuing Care Retirement Community filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 21-71095) on June 14, 2021. James
Davis, president and chief executive officer, signed the petition.
At the time of the filing, the Debtor had between $100 million and
$500 million in both assets and liabilities.
Judge Louis A. Scarcella oversees the case.
The Debtor tapped Sidley Austin, LLP as legal counsel and RBC
Capital Markets, LLC as investment banker. Kurtzman Carson
Consultants, LLC is the Debtor's claims and noticing agent and
administrative advisor.
AMSTERDAM HOUSE: Seeks to Hire Sidley Austin as Legal Counsel
-------------------------------------------------------------
Amsterdam House Continuing Care Retirement Community, Inc. seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
New York to employ Sidley Austin, LLP to serve as legal counsel in
its Chapter 11 case.
Sidley's billing rates range from $610 to $1,380 per hour for
attorneys and from $310 to $495 per hour for paraprofessionals.
The attorneys who have primary responsibility for providing
services to the Debtor are:
Thomas R. Califano $1,380 per hour
William E. Curtin $1,025 per hour
Jackson T. Garvey $970 per hour
Shafaq Hasan $715 per hour
Ian Ferrell $610 per hour
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Sidley
Austin 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
case;
-- the firm's billing rates and material financial terms have
not changed post-petition compared to services provided to the
Debtor prior to its Chapter 11 filing; and
-- Sidley, in conjunction with the Debtor, is developing a
prospective budget and staffing plan for this Chapter 11 case.
Thomas Califano, Esq., a partner at Sidley, disclosed in a court
filing that his firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas R. Califano, Esq.
Sidley Austin LLP
2021 McKinney Avenue
Dallas, TX 75201
Tel: (214) 981-3300
Fax: (214) 981-3400
Email: tom.califano@sidley.com
About Amsterdam House Continuing Care
Amsterdam House Continuing Care Retirement Community, Inc. (doing
business as 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.
Amsterdam House Continuing Care Retirement Community filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 21-71095) on June 14, 2021. James
Davis, president and chief executive officer, signed the petition.
At the time of the filing, the Debtor had between $100 million and
$500 million in both assets and liabilities.
Judge Louis A. Scarcella oversees the case.
The Debtor tapped Sidley Austin, LLP as legal counsel and RBC
Capital Markets, LLC as investment banker. Kurtzman Carson
Consultants, LLC is the Debtor's claims and noticing agent and
administrative advisor.
AMSTERDAM HOUSE: Taps Kurtzman Carson as Administrative Advisor
---------------------------------------------------------------
Amsterdam House Continuing Care Retirement Community, Inc. seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
New York to employ Kurtzman Carson Consultants, LLC as its
administrative advisor.
The firm's services include:
(a) assisting with the preparation of the Debtor's schedules
of assets and liabilities, schedules of executory contracts and
unexpired leases and statements of financial affairs;
(b) assisting with the solicitation, balloting, tabulation
and calculation of votes, as well as preparing any appropriate
reports required in furtherance of confirmation of any Chapter 11
plan;
(c) generating an official ballot certification and
testifying, if necessary, in support of the ballot tabulation
results for any Chapter 11 plan in the Debtor's bankruptcy case;
(d) managing any distributions pursuant to a confirmed Chapter
11 plan;
(e) assisting with the preparation of claims objections and
exhibits, and assisting with claims reconciliation and related
matters;
(f) other bankruptcy administrative services.
Prior to the petition date, the Debtor provided the firm a retainer
in the amount of $30,000.
Robert Jordan, managing director at Kurtzman, disclosed in court
filings that his firm is "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert Jordan
Kurtzman Carson Consultants LLC
222 N. Pacific Coast Highway, 3rd Floor
El Segundo, CA 90245
Telephone: (310) 823-9000
Facsimile: (310) 823-9133
Email: rjordan@kccllc.com
About Amsterdam House Continuing Care
Amsterdam House Continuing Care Retirement Community, Inc. (doing
business as 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.
Amsterdam House Continuing Care Retirement Community filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 21-71095) on June 14, 2021. James
Davis, president and chief executive officer, signed the petition.
At the time of the filing, the Debtor had between $100 million and
$500 million in both assets and liabilities.
Judge Louis A. Scarcella oversees the case.
The Debtor tapped Sidley Austin, LLP as legal counsel and RBC
Capital Markets, LLC as investment banker. Kurtzman Carson
Consultants, LLC is the Debtor's claims and noticing agent and
administrative advisor.
APARTMENT INVESTMENT: Egan-Jones Keeps BB+ Sr. Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 23, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Apartment Investment & Management Company.
Headquartered in Denver, Colorado, Apartment Investment &
Management Company is a self-administered and self-managed real
estate investment trust.
APPLIANCESMART INC: Unsecured Creditors Will Get .54% of Claims
---------------------------------------------------------------
ApplianceSmart, Inc., submitted a Third Amended Disclosure
Statement describing the Plan of Reorganization dated July 6,
2021.
The Debtor is soliciting votes from Class One (Live Ventures) and
Class Three (General Unsecured Creditors) to accept the Plan. The
Debtor believes that the Plan provides the best means currently
available for the Debtor's emergence from Chapter 11 and the best
recoveries possible for holders of claims and interests against the
Debtor, and thus strongly recommends that Class One (Live Ventures)
and Class Three (General Unsecured Creditors) vote to accept the
Plan.
The Plan provides for payment of priority claims, including
administrative claims, and designates four separate classes of
claims and interests. The Plan contemplates payment of priority
claims that must be paid upon the Effective Date through an Exit
Facility funded by Live Ventures Incorporated.
Live Ventures shall fund the Exit Facility as a capital
contribution, which is also known as a contribution of "new value."
The Exit Facility is not a loan to the Debtor. The reorganized
Debtor shall not repay the Exit Facility. In return for
contributing the capital/new value of the Exit Facility, Live
Ventures, or its designated affiliate, shall become the sole equity
owner of the stock of the reorganized Debtor. The current equity
holder of the Debtor (ApplianceSmart Holdings LLC) shall have its
equity in the Debtor cancelled and shall not receive anything under
the Plan. Live Ventures shall receive the equity in the Reorganized
Debtor in exchange for Live Ventures' contribution of capital/new
value through the Exit Facility.
The Exit Facility shall provide sufficient capital to (a) satisfy
Allowed Priority Claims and Post-petition Sales Tax Claims in full
through payment on the Effective Date. Additionally, Live Ventures
shall commit to provide the Reorganized Debtor with sufficient
capital to pay the Pre-petition Sales Tax Claims over five years
with 5% interest.
Class 1 of the Plan shall be the senior secured claim of Live
Ventures. The Senior Secured Claim is the Crossroads' Claim that
Live Ventures acquired from Crossroads Financing, LLC on May 28,
2021. The Reorganized Debtor shall issue Live Ventures a promissory
note in the principal amount of the Senior Secured Claim
($619,883.46) bearing interest at 5% per annum, maturing five years
(60 months) following on the Effective Date, payable in a single
balloon payment at maturity, to be secured by a first-priority
senior lien in the Reorganized Debtor's personal property.
Class 2 of the Plan shall be the junior secured claim of JanOne. As
a secured creditor junior to Live Ventures, on the Effective Date,
the Plan shall provide for restructuring of the JanOne Claim. The
Reorganized Debtor shall issue JanOne a promissory note in the
principal amount of the JanOne Claim ($2,983,566.09) bearing
interest at 5% per annum, maturing five years (60 months) following
on the Effective Date, payable in a single balloon payment at
maturity, to be secured by a lien in the Reorganized Debtor's
personal property junior in priority to the Senior Secured Claim.
Class 3 of the Plan shall be the Allowed Claims of the General
Unsecured Creditors. Class 3 General Unsecured Creditors shall
receive a pro rata distribution from a General Unsecured Creditors
Fund of $50,000. Each General Unsecured Creditor holding an
Allowed Claim shall receive a distribution equal to the percentage
that the General Unsecured Creditor's Allowed Claim is compared to
all Allowed General Unsecured Claims. Debtor's estimate of Allowed
General Unsecured Claims and anticipated pro rata distribution
based on the General Unsecured Creditors Fund. The Debtor projects
that Allowed General Unsecured Claims will be paid .54% of their
total Allowed Claims. Thus, for example, a General Unsecured
Creditor holding an Allowed Claim of $100,000 shall receive
approximately $540.00.
Class 4 of the Plan shall be the current Equity Holder of the
Debtor, i.e., ApplianceSmart Holdings, LLC. ApplianceSmart
Holdings, LLC shall have its equity in the Debtor cancelled and
shall receive nothing under the Plan.
The Plan is premised on the Exit Facility for payment of amounts to
be paid to creditors. Live Ventures or its affiliate shall provide
the Exit Facility in an amount projected to be $421,272.73 through
a contribution of new value to the Reorganized Debtor. Upon
receipt, the Reorganized Debtor shall hold the Exit Facility in
trust for the sole benefit of the payors of the Exit Facility until
the Effective Date. Upon the Effective Date, the Debtor may
disburse the funds to the creditors in accordance with the
Confirmed Plan.
All cash in excess of operating expenses generated from operations
of the Debtor until the Effective Date will be used for the
Reorganized Debtor's future operations.
A full-text copy of the Third Amended Disclosure Statement dated
July 6, 2021, is available at https://bit.ly/2TWoxfh from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Kenneth A. Reynolds
The Law Offices of Kenneth A. Reynolds, Esq., P.C.
105 Maxess Road, Suite 124
Melville, New York 11747
Tel: (631) 994-2220
About ApplianceSmart Inc.
ApplianceSmart, Inc. -- https://appliancesmart.com/ -- is a
retailer of household appliances. ApplianceSmart offers
white-glove delivery within each store's service area for those
customers that prefer to have appliances delivered directly.
ApplianceSmart filed its voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13887) on Dec. 9,
2019. The petition was signed by Virland Johnson, chief financial
officer. At the time of the filing, the Debtor estimated $1 million
to $10 million in both assets and liabilities. Kenneth A.
Reynolds, Esq., at The Law Offices of Kenneth A. Reynolds, Esq.,
P.C. is the Debtor's legal counsel.
AVID BIOSERVICES: Files Amended Certificate of Incorporation
------------------------------------------------------------
Avid Bioservices, Inc. filed with the Delaware Secretary of State a
Restated Certificate of Incorporation that combined into one
document the Company's Certificate of Incorporation as amended and
supplemented to date. The Restated Certificate of Incorporation
only restates and integrates, and does not further amend the
provisions of the Certificate of Incorporation of the Company. The
filing of the Restated Certificate of Incorporation was authorized
by the Board of Directors of the Company, in accordance with
Section 245 of the Delaware General Corporation Law.
Prior to filing the Restated Certificate of Incorporation, on July
1, 2021, the Company filed a Certificate of Elimination with the
Delaware Secretary of State, pursuant to Section 151(g) of the
Delaware General Corporation Law. The Certificate of Elimination
eliminated the Class B Preferred Stock from the Certificate of
Incorporation and eliminated the certificates of designation for
the Class C Preferred Stock, Series D Preferred Stock, and Series E
Preferred Stock. No shares of such securities were outstanding or
will be issued.
About Avid Bioservices
Avid Bioservices -- http://www.avidbio.com-- is a dedicated
contract development and manufacturing organization (CDMO) focused
on development and CGMP manufacturing of biopharmaceutical drug
substances derived from mammalian cell culture. The company
provides a comprehensive range of process development, CGMP
clinical and commercial manufacturing services for the
biotechnology and biopharmaceutical industries. With over 28 years
of experience producing monoclonal antibodies and recombinant
proteins, Avid's services include CGMP clinical and commercial drug
substance manufacturing, bulk packaging, release and stability
testing and regulatory submissions support. For early-stage
programs, the company provides a variety of process development
activities, including upstream and downstream development and
optimization, analytical methods development, testing and
characterization. The scope of its services ranges from standalone
process development projects to full development and manufacturing
programs through commercialization.
Avid Bioservices reported net income of $11.21 million for the year
ended April 30, 2021, a net loss of $10.47 million for the year
ended April 30, 2020, a net loss of $4.21 million for the year
ended April 30, 2019, and a net loss of $21.81 million for the year
ended April 30, 2018. As of April 30, 2021, the Company had
$265.51 million in total assets, $187.77 million in total
liabilities, and $77.74 million in total stockholders' equity.
AVIENT CORPORATION: Egan-Jones Keeps B+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by Avient Corporation.
Headquartered in Avon Lake, Ohio, Avient Corporation is an
international polymer services company with operations in North
America, Europe, Asia, Australia, and South America.
BED BATH: Egan-Jones Lowers Senior Unsecured Ratings to CC
----------------------------------------------------------
Egan-Jones Ratings Company, on June 18, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Bed Bath & Beyond Inc. to CC from C. EJR also
upgraded the rating on commercial paper issued by the Company to C
from D.
Headquartered in Union, New Jersey, Bed Bath & Beyond Inc. operates
a nationwide chain of retail stores.
BIOMARIN PHARMACEUTICAL: Egan-Jones Keeps B+ Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on June 15, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by BioMarin Pharmaceutical Inc.
Headquartered in Novato, California, BioMarin Pharmaceutical Inc.
develops and commercializes therapeutic enzyme products.
BIOSTAGE INC: Hires Wei, Wei & Co. as New Accountant
----------------------------------------------------
Biostage, Inc.'s audit committee has engaged Wei, Wei & Co., LLP to
serve as the company's independent registered public accounting
firm contingent upon completion of the firm's client acceptance
procedures.
During Biostage's two most recent fiscal years, which ended Dec.
31, 2020 and Dec. 31, 2019, and the subsequent interim period
through July 6, 2021, neither the company nor any person on its
behalf consulted with Wei with respect to either (i) the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on the company's financial statements, and
neither a written report was provided to the company nor oral
advice was provided that Wei concluded was an important factor
considered by the company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a "disagreement" or a
"reportable event" as such terms are described in Items
304(a)(1)(iv) or 304(a)(1)(v), respectively, of Regulation S-K
promulgated under the Exchange Act.
On May 25, 2021, Biostage received a notification from RSM US LLP
stating that their client-auditor relationship has ceased.
About Biostage
Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com
-- is a biotechnology company developing bioengineered organ
implants based on the Company's novel Cellframe and Cellspan
technology. The Company's technology is comprised of a
biocompatible scaffold that is seeded with the recipient's own
cells. The Company believes that this technology may prove to be
effective for treating patients across a number of life-threatening
medical indications who currently have unmet medical needs. The
Company is currently developing its technology to treat
life-threatening conditions of the esophagus, bronchus or trachea
with the objective of dramatically improving the treatment paradigm
for those patients. Since inception, the Company has devoted
substantially all of its efforts to business planning, research and
development, recruiting management and technical staff, and
acquiring operating assets.
Biostage reported a net loss of $4.86 million for the year ended
Dec. 31, 2020, compared to a net loss of $8.33 million for the year
ended Dec. 31, 2019. As of March 31, 2021, the Company had $1.25
million in total assets, $875,000 in total liabilities, and
$381,000 in total stockholders' equity.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 13, 2021, citing that the Company has suffered recurring
losses from operations, has an accumulated deficit, uses cash flows
in operations, and will require additional financing to continue to
fund operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
BLACKROCK INTERNATIONAL: Aug. 3 Hearing on Disclosure Statement
---------------------------------------------------------------
Judge John W. Kolwe will convene a hearing to consider the approval
of the Disclosure Statement of Blackrock International, Inc., on
Aug. 3, 2021, at 2:30 p.m., at 800 Lafayette Street, 3rd Floor,
Courtroom Five, Lafayette, Louisiana.
July 27, 2021, is fixed as the last day for filing and serving
written objections to the disclosure statement.
According to the First Amended Disclosure Statement, the Debtor has
made an agreement with the current holder of the note secured by
305 Kensington Drive, Lafayette, Louisiana, as to a loan
modification whereby Debtor agreed to repay the balance due at
4.50% interest amortized over 240 months with a maturity at 84
months, recapitalizing any unpaid prior payments.
For Class 4 Allowed Unsecured Creditors, beginning on the first day
of the second month following the Effective Date the Debtor will
deposit the sum of at least $150 per month into an account to be
known as the Creditors Pool. The Debtor may pay more at it is the
goal to pay 100% of the Allowed Unsecured Claims as soon as
possible. These contributions shall continue for 36 consecutive
months or until all Allowed Unsecured Claims have been paid in
full.
Payments and distributions under the Plan will be funded by future
business operations of the Debtor.
A copy of the Disclosure Statement is available at
https://bit.ly/3vD5nYT from PacerMonitor.com.
About Blackrock International
Blackrock International, Inc., is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)). The Debtor's sole
asset is residential real property located at 305 Kensington Drive,
Lafayette, Louisiana.
Blackrock International filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No.
20-50922) on Dec. 15, 2020. Helen Jean Williams, authorized
representative, signed the petition. At the time of the filing,
the Debtor had estimated assets of between $1 million and $10
million and liabilities of between $100,000 and $500,000. Judge
John W. Kolwe oversees the case. The Keating Firm, APLC serves as
the Debtor's legal counsel.
BOEING COMPANY: Egan-Jones Keeps BB Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Boeing Company.
Headquartered in Chicago, Illinois, The Boeing Company, together
with its subsidiaries, develops, produces, and markets commercial
jet aircraft, as well as provides related support services to the
commercial airline industry worldwide.
BOY SCOUTS OF AMERICA: Insurers Get Time to Review $850M Deal
-------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that the Boy Scouts of America
must give its insurers and other interested parties more time to
vet the organization's $850 million settlement with sexual abuse
victims, a ruling that likely delays the end of its bankruptcy
proceedings.
The Boy Scouts' timeline to solicit and confirm a Chapter 11
reorganization plan must be pushed back to allow for depositions
and comprehensive briefing on the nonprofit's watershed deal filed
in the first week of July 2021, Judge Laurie Selber Silverstein of
the U.S. Bankruptcy Court for the District of Delaware said at a
virtual hearing Wednesday, July 7, 2021.
As earlier reported in the TCR, the Boy Scouts of America earlier
objected to a
request from its insurers to delay a hearing for consideration of
the organization's Chapter 11 plan disclosure statement, telling a
Delaware bankruptcy judge that the insurers will have ample time to
consider the effects of an $850 million deal recently reached with
sex abuse survivors. In their objection, the Boy Scouts said the
insurers have had access to the mediation sessions through which
the settlement was reached with victims and have already been
granted an extension of the deadline to file objections to the plan
disclosure statement.
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.
BULLDOG PURCHASER: S&P Affirms 'CCC+' ICR on Expected Recovery
--------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
Bulldog Purchaser Inc. (dba Bay Club).
S&P said, "At the same time, we affirmed our 'B-' rating on the
company's first lien credit facility due 2025 and 'CCC-' rating on
the company's second lien credit facility due 2025. Our '2'
recovery rating on the first-lien loan and '6' recovery rating on
the second-lien loan are unchanged.
"The negative outlook reflects our expectation for very high
leverage and minimal or negative cash flow through fiscal 2022,
ending in January. We could lower our rating on the company if its
membership recovery slows materially or declines, it experiences an
unanticipated operating misstep that causes the company to
underperform our base-case forecast, or its liquidity deteriorates
and leads us to believe a default or debt restructuring is likely
in the next 12 months.
"We affirmed our issuer credit rating despite our expectation for
very high leverage and negative cash flow because we believe Bay
Club will maintain adequate liquidity over the next 12 months. We
believe Bay Club's recovery will take longer than previously
anticipated due to the length of the pandemic and its severe impact
on the company's performance. It is our understanding that Bay Club
has continued to burn cash through the first half of the year as
COVID-19 infections remained high and related capacity restrictions
disrupted the company's operations in the first few months of 2021.
We believe it could take until 2022 for Bay Club to recover to
pre-pandemic levels of memberships, revenue, and EBITDA.
Furthermore, we expect the company could make a modest amount of
acquisitions as early as the second half of this year that could
result in additional cash usage in fiscal 2021. Nonetheless, we
expect Bay Club to maintain adequate liquidity, including
approximately $21 million of cash and approximately $28 million of
availability under its $50 million revolving credit facility as of
March 2021. Therefore, we do not expect the company to default or
enter into a distressed debt restructuring over the next 12
months.
"In our updated base-case forecast, we expect Bay Club's membership
base to recover in 2021 and 2022 as the U.S. vaccination rollout
continues and consumer apprehension regarding the safety of gyms
dissipates. However, we understand that a meaningful portion of
memberships remain on hold or frozen and we believe a portion of
Bay Club's previous membership base may not return. On June 15,
California lifted its pandemic-related capacity restrictions,
allowing the company's properties to fully reopen and the
utilization rate by paying members at Bay Club's properties has
been strong compared to 2019 levels. In our updated base case, we
assume the company's gyms remain open, though various levels of
social distancing measures and mask mandates could be implemented
in certain regions if COVID-19 infections begin to increase. We
forecast revenue to recover in fiscal 2021 to approximately 30%
below pre-pandemic levels and for revenue in fiscal 2022 to recover
to approximately 0%-5% below pre-pandemic levels. Additionally, we
expect the company will benefit from acquired club memberships in
2022. We forecast Bay Club will improve its S&P Global
Ratings-adjusted EBITDA margin in 2021 to be approximately in line
with pre-pandemic levels as the company benefits from cost-saving
initiatives implemented during the pandemic and expect adjusted
EBITDA margins could improve modestly in 2022. We expect Bay Club
to spend approximately $5 million-$10 million in capital
expenditures in 2021 and that the company could spend $10
million-$15 million in 2022, reflecting the company's desire to
preserve cash. Lastly, we assume Bay Club could make opportunistic
acquisitions of approximately $10 million-$15 million in 2021.
Incorporating our assumptions, we believe Bay Club's leverage will
remain elevated with S&P Global Ratings-adjusted debt to EBITDA in
the mid-teens area in 2021, possibly recovering to the 10x area in
2022.
"The negative outlook reflects our forecast for negative cash flow,
low EBITDA coverage of interest expense, and very high leverage
through 2022. We expect Bay Club to generate negative free cash
flow in fiscal 2021 and minimal levels of positive free cash flow
in 2022. As a result of substantial cash burn experienced in 2020,
the company largely limited capital spending to maintenance levels
and we believe it will continue to conserve cash until operating
performance and cash flow generation improves. However, we believe
permanent closures of competitors clubs could provide Bay Club with
viable acquisition targets and we expect the company to spend
modest amounts, approximately $10 million-$15 million, on
opportunistic acquisitions in fiscal 2021 and 2022. Incorporating
reduced capital expenditures and acquisition spending, we expect
the company to burn cash in fiscal 2021 and generate minimal
positive cash flow in fiscal 2022. In order to revise our outlook
to stable or positive, we would need to believe that Bay Club's
revenue and EBITDA have recovered to the extent that it can cover
its fixed charges and materially reduce its cash burn,
incorporating an expectation of modest discretionary capital
spending and acquisition spending.
"The negative outlook on Bay Club reflects our expectation for very
high leverage and negative free cash flow in 2021."
S&P could lower its rating on Bay Club if the recovery in its
membership, revenue, EBITDA and cash flow materially underperforms
our base case due to unexpected increases in infections and a
reimplementation of capacity restrictions or due to lingering
consumer apprehensions about the safety of gyms, and S&P believes:
-- Its liquidity position could worsen; or
-- It could default or enter into a debt restructuring in the
subsequent 12 months.
S&P could revise its outlook on Bay Club to stable or positive or
raise our ratings if:
-- The company's membership base, EBITDA, and cash flow recover in
such a way that it can comfortably cover its fixed charges and
modest amounts of acquisition spending and we become confident its
capital structure is sustainable over the long term; or
-- S&P believes the company will sustain leverage of less than
7.5x through 2022.
C.M. MEIERS: Court Approves Disclosure Statement
------------------------------------------------
Judge Maureen A. Tighe has entered an order approving the
Disclosure Statement explaining the proposed Plan filed by the
Chapter 11 Trustee of C.M. Meiers Company, Inc.
The hearing to consider the confirmation of the Plan shall be held
on August 25, 2021, at 11:00 a.m. in Courtroom 302 of the United
States Bankruptcy Court, 21041 Burbank Boulevard, Woodland Hills,
CA 91367.
Objections to the Plan will be filed with the clerk of the Court no
later than August 6, 2021.
The Trustee's response to any objection shall be filed with the
clerk of the court no later than August 13, 2021.
Ballots for voting on the Plan will be mailed to all interested
parties on or before July 16, 2021.
Ballots for voting for or against the Plan shall be returned to the
Trustee no later than 5:00 p.m. on July 30, 2021.
Attorneys for Chapter 11 Trustee Bradley D. Sharp:
LARRY W. GABRIEL
JENKINS MULLIGAN & GABRIEL LLP
585 Lorna Lane
Los Angeles, CA 90049
Telephone:(818) 943-8992
Email: lgabrielaw@outlook.com
About C.M. Meiers Company
C.M. Meiers Company Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-10229) on Jan. 9,
2012. At the time of the filing, C.M. Meiers disclosed assets of
between $1,000,001 and $10,000,000 and liabilities of the same
range.
The case is assigned to Judge Maureen Tighe. C.M. Meiers is
represented by Weintraub & Selth APC.
Bradley Sharp was appointed as Chapter 11 trustee for C.M. Meiers.
The Trustee is represented by Jenkins Mulligan & Gabriel, LLP.
CADIZ INC: Enters Into $50-Mil. Senior Secured Credit Agreement
---------------------------------------------------------------
Cadiz Inc. and its wholly-owned subsidiary, Cadiz Real Estate LLC,
entered into a new senior secured credit agreement with the lenders
party thereto from time to time and B. Riley Securities, Inc. as
administrative agent for the Lenders, pursuant to which the Lenders
made secured term loans to the Companies in an aggregate original
principal amount of $50 million.
The Credit Agreement will mature on July 2, 2024, unless the
maturity is accelerated subject to the terms of the Credit
Agreement. Interest will be paid quarterly beginning on Sept. 30,
2021 at a rate of seven percent per annum. The obligations under
the Credit Agreement are secured by substantially all of the
Borrowers' assets on a first-priority basis (except as otherwise
provided in the Credit Agreement). In connection with any
repayment or prepayment of the Loans, the Borrowers are required to
pay a repayment fee equal to the principal amount being repaid or
prepaid, multiplied by (i) 0.0%, if such repayment or prepayment is
made prior to the six-month anniversary of the closing of the
Loans, (ii) 2.0%, if such repayment or prepayment is made on or
after the six-month anniversary of the closing of the Loans and
prior to the eighteen-month anniversary of the closing of the
Loans, (iii) 4.0%, if such repayment or prepayment is made on or
after the eighteen-month anniversary of the closing of the Loans
and prior to the thirty-month anniversary of the closing of the
Loans, and (iii) 6.0%, if such repayment or prepayment is made at
any time after the thirty-month anniversary of the closing of the
Loans. At any time, the Borrowers will be permitted to prepay the
principal of the Loans, in whole or in part, provided that such
prepayment is accompanied by any accrued interest on such principal
amount being prepaid plus the applicable repayment fee.
In the event of certain asset sales, the incurrence of indebtedness
or a casualty or condemnation event, in each case, under certain
circumstances as described in the Credit Agreement, the Borrowers
will be required to use a portion of the proceeds to prepay amounts
under the Loans. In the event of an issuance of depositary
receipts representing interests in shares of 8.875% Series A
Cumulative Perpetual Preferred Stock by Cadiz, the Borrowers will
be required to, within five business days after the receipt of the
net cash proceeds, apply (i) 25%, in the case of an issuance within
six months of the closing of the Loans, (ii) 50%, in the case of
any issuance immediately following the six months anniversary of
the closing of the Loans and up to and including the one year
anniversary of the closing of the Loans and (iii) 75%, in the case
of any issuance anytime thereafter, of the net cash proceeds to
prepay amounts due under the Loans.
The Credit Agreement includes customary affirmative and negative
covenants binding on the Borrowers, including delivery of financial
statements and other reports. The negative covenants limit the
ability of the Borrowers to, among other things, incur debt, incur
liens, make investments, sell assets, pay dividends and enter into
transactions with affiliates. In addition, the Credit Agreement
includes customary events of default and remedies.
While any amount remains outstanding under the Loans, the Lenders
will have the right to convert the outstanding principal, plus
unpaid interest, on the Loans into Depositary Receipts at the per
share exchange price of $25.00, as follows:
* on or before the 12-month anniversary of the closing of the
Loans, up to 25% of the outstanding principal and unpaid
interest on the Loans may be exchanged into Depositary
Receipts;
* at any time after the 12-month anniversary of the closing of
the
Loans, and on or before the 18-month anniversary of the closing
of the Loans, up to 50% of the principal and unpaid interest on
the Loans may be exchanged into Depositary Receipts;
* at any time after the 18-month anniversary of the closing of
the
Loans, and on or before the 24-month anniversary of the closing
of the Loans, up to 75% of the principal and unpaid interest on
the Loans may be exchanged into Depositary Receipts; and
* at any time after the 24-month anniversary of the closing of
the
Loans, up to 100% of the principal and unpaid interest on the
Loans may be exchanged for Depositary Receipts.
The proceeds of the Loans were used, together with the proceeds
received from the Company's offering of 2,300,000 depositary shares
evidenced by Depositary Receipts each representing a 1/1000th
fractional interest in a share of Series A Preferred Stock for net
proceeds of approximately $54,025,000 issued on July 2, 2021, (a)
to repay all our outstanding obligations under its existing credit
agreement dated as of May 1, 2017 (as amended, restated or
otherwise modified prior to the date hereof), among the Borrowers,
the lenders party thereto and Wells Fargo Bank, National
Association, as agent, in the amount of approximately $77.5
million, which was paid off on July 2, 2021, (b) to deposit
approximately $10.1 million into a segregated account, representing
an amount sufficient to pre-fund eight quarterly dividend payments
on the Series A Preferred Stock underlying the Depositary Shares
issued in the Depositary Share Offering, and (c) to pay transaction
related expenses. The remaining proceeds will be used for working
capital needs and for general corporate purposes.
Issuance of Warrants
In connection with the Credit Agreement, on July 2, 2021 the
Company issued to the Lenders two warrants, each granting an option
to purchase 500,000 shares of its common stock. The A Warrants may
be exercised any time prior to July 2, 2024 and have an exercise
price of $17.38 equal to 120% of the closing price per share of our
common stock on the Original Issue Date. The B Warrants may be
exercised in the period from 180 days after the Original Issue Date
to the Expiration Date and have an exercise price of $21.72 equal
to 150% of the closing price of its common stock on the Original
Issue Date.
The Security Agreement
In connection with the Credit Agreement, the Borrowers and B. Riley
Securities, Inc. entered into a Security Agreement dated July 2,
2021 whereby the Borrowers granted, for the benefit and security of
the Lenders, a security interest in all of the property owned or at
any time acquired by the Borrowers as collateral security for the
prompt and complete payment and performance when due (whether at
the stated maturity, by acceleration or otherwise) of the Borrower
Obligations and each Loan Party's Obligations.
Deed of Trust
In conjunction with the closing of the Credit Agreement, the
Borrowers entered into a Deed of Trust, whereby the Borrowers
granted, for the benefit and security of the Lenders, a security
interest in all of the property owned or at any time acquired by
the Borrowers, subject to certain exceptions, as collateral
security for the payment and performance when due (whether at the
stated maturity, by acceleration or otherwise) of the Borrower
Obligations and each Loan Party's Obligations, each as defined in
the Security Agreement.
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.
CAPITAL TRUCK: Aug. 12 Hearing on Disclosure Statement
------------------------------------------------------
Judge Karen K. Specie will convene a hearing to consider the
approval of the disclosure statement of Capital Truck, Inc. shall
be held on August 12, 2021, at 10:30 AM, Eastern Time, via
CourtCall.
August 5, 2021, is fixed as the last day for filing and serving
written objections to the disclosure statement.
About Capital Truck
Capital Truck, Inc., based in Tallahassee, FL, filed a Chapter 11
petition (Bankr. N.D. Fla. Case No. 20-40287) on July 14, 2020. In
the petition signed by Mark Thomas, president, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. BRUNER WRIGHT, P.A., serves as bankruptcy counsel to
the Debtor.
CCM MERGER: S&P Affirms 'B+' ICR on Improving Operating Conditions
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Detroit gaming operator
CCM Merger Inc. to stable from negative and affirmed all of its
ratings on the company, including its 'B+' issuer credit rating.
The stable outlook reflects S&P's expectation that improving
operations, coupled with continued good free cash flow that the
company can use for debt repayment, will support adjusted leverage
improving to the mid-3x area in 2021.
The outlook revision to stable follows CCM Merger's
faster-than-anticipated recovery in 2021, despite worse than
expected performance in 2020. CCM ended 2020 with more than 14x S&P
Global Ratings-adjusted leverage, which was worse than we expected
because of more than five months of casino closures and a second
closure in the fourth quarter. Despite a worse-than-expected year,
CCM's casino revenue has recovered faster in the first five months
of 2021 than S&P previously assumed. Similar to other regional
gaming operators, despite a decline in revenue over that time, CCM
is experiencing a significant improvement in EBITDA margins given
the high flow through from slot machines and cost-cutting measures
that management implemented during 2020.
The first quarter of 2021 represented the first full quarter of
operations of the MotorCity Casino since the pandemic began.
Although revenue for the period was almost 18% below the first
quarter of 2019, EBITDA was about 12% above its corresponding
period in 2019. MotorCity Casino has continued to report resilient
operating performance through May 2021, such that casino revenues
as reported by the Michigan Gaming Control Board improved to about
92% of 2019 levels in April and May. S&P sid, "We believe these
positive revenue trends are the result of the good pace of U.S.
vaccinations, massive fiscal stimulus and consumer savings, the
relaxation of restrictions (including mask mandates/guidance and
capacity limits), and pent-up demand for gaming and entertainment
options. As a result, we now expect CCM Merger's 2021 revenue will
be only 5% to 10% below 2019, better than our previous assumption
of 10% to 20% below 2019. We also believe the company will maintain
many of its previously implemented cost cuts this year, which will
support margin improvement and result in 2021 EBITDA that is about
5% to 15% higher than 2019. Notwithstanding this belief, we
anticipate that some of the cost cuts it implemented, particularly
in its marketing and labor, may return closer to 2019 levels as
other travel and entertainment options fully reopen and compete for
consumers' discretionary income."
S&P said, "We now forecast adjusted debt leverage will improve to
the mid-3x area in 2021 compared to our prior expectations of
mid-4x. Although we expect CCM may continue to prepay amounts under
its term loan, both voluntarily and through its required excess
cash flow sweep provision under its credit agreement, as it has
done in the past, we expect that over the next 12 months as the
recovery unfolds, CCM may prioritize development spending to finish
projects that were halted as a result of the pandemic. We also
expect distributions in 2021 could consume much of the company's
free operating cash flow since the company's credit agreement
permits it to pay annual tax distributions and includes a $50
million initial restricted payment basket for additional
dividends."
Detroit commercial casinos were amongst the most heavily affected
by COVID-19 restrictions in 2020. As a result of stricter capacity
restrictions, reopening later than peers and multiple casino
closures, Detroit casino revenue performed worse than other
comparable Midwest commercial gaming markets in 2020. Commercial
casino revenue in Detroit declined by about 56% in 2020, while
comparatively, Chicagoland and St. Louis declined by about 42% and
34% respectively. Only New Mexico and New York commercial casinos
experienced steeper declines.
In general, capacity restrictions and social distancing
requirements on casino floors typically have not posed much of a
problem for regional casino operators, given that historical
utilization rates on casino floors are often below 50%, except
possibly during peak hours over weekends and holidays. However, the
more stringent restrictions on Detroit casinos and the multiple
closures (casinos were required to close again in November 2020 and
reopened at limited capacity on Dec. 22), had a significant impact
on visitation, revenue, and cash flow. However, as restrictions in
Detroit have eased, casino revenue has begun to recover like other
regional gaming markets. Based on revenue reports from the Michigan
Gaming Control Board, MotorCity Casino has displayed the strongest
recovery in the Detroit market, such that its revenues are over 90%
of 2019 levels in April and May 2021 compared to MGM Grand Detroit
and Greektown at 80% to 85% of 2019 revenue levels. Additionally,
Detroit casinos can now operate at full capacity as of July 1,
which provides more certainty that operating results will continue
to improve over the next couple of months.
S&P said, "The stable outlook reflects our expectation that
improving operations, coupled with continued good free cash flow
that the company can use for debt repayment, will support adjusted
leverage improving to the mid-3x area in 2021.
"While unlikely, given our forecast for about 1.5x of cushion to
our downgrade threshold and modestly improving operating
performance, we could lower the rating if we believed CCM would
sustain adjusted leverage greater than 5x. Such an increase in
leverage would likely be caused by a significant decrease in
operating performance combined with a more aggressive financial
policy with respect to distributions to owners, capital spending,
or other uses of capital.
"We would consider raising the rating if we expected CCM to sustain
leverage below 4x and funds from operations (FFO) to debt exceeding
20% over the long term (incorporating development spending and
incremental distributions to owners)."
CENTERFIELD MEDIA: S&P Assigns 'B' ICR, Outlook Stable
------------------------------------------------------
On July 8, 2021, S&P Global Ratings assigned its 'B' issuer credit
rating to digital marketing services company Centerfield Media
Parent Inc.
S&P also assigned its 'B' issue-level and '3' recovery ratings to
the company's proposed senior secured notes.
S&P said, "The stable outlook reflects our expectation that free
operating cash flow (FOCF) to debt will increase back above 5% over
the next 12 months and that pro forma leverage will decline to the
high-5x area in 2022, stemming from organic revenue and EBITDA
growth, as well as cost savings from recent acquisitions. We expect
leverage will be temporarily elevated above 10x in 2021 due to
sizable transaction expenses.
"Our 'B' rating on Centerfield reflects its participation in a
highly competitive and fragmented industry with low barriers to
entry, its considerable customer and sector concentration,
uncertainty in operating performance because of its
pay-for-performance business model, its relatively small scale of
operations, and its financial-sponsor ownership. We expect the
company will continue to pursue debt-funded acquisitions, which
will keep leverage above 5x." The company's proven customer
acquisition model, good industry growth prospects, and its
profitable affiliate relationship with its clients somewhat offset
these challenges.
Centerfield's financial sponsor's aggressive financial policy will
likely keep its debt leverage higher than 5x. Centerfield's
leverage, pro forma for the acquisition of Datalot, was about 8.3x
as of March 31, 2021. S&P said, "We expect leverage will spike
above 10x in 2021 due to elevated transaction expenses, before
declining to the high-5x area in 2022 due to organic revenue and
EBITDA growth and a material decline in transaction costs. While we
have not included any additional acquisitions or shareholder
returns in our forecast, the company is financial sponsor-owned,
and we expect shareholder-friendly activities will likely keep
leverage above 5x. We expect the company will pursue acquisitions
to grow new and existing customer verticals given its record, which
includes the completed acquisitions of Digital Ventures,
Savings.com, and Business.com in 2020. While Centerfield does not
have any stated dividend or share repurchase policy, we expect the
company would return capital to shareholders absent acquisition
opportunities. Despite elevated leverage, we expect Centerfield
will benefit from good conversion of EBITDA into cash flows because
of its modest capital expenditures (capex)."
Although the Datalot acquisition will diversify the company's
client base, Centerfield remains small compared with its primary
competitor. S&P said, "We view the proposed Datalot acquisition
favorably because it gives Centerfield significant exposure to the
insurance industry, diversifying its business mix. Nonetheless, the
company still has significant customer concentration, with its
top-five customers generating about 40% of pro forma gross profit
in 2020, and its top customer accounting for a significant portion
of that total. The company also continues to generate a large
portion of its gross profit from the telecom sector. Such exposure
to a single sector could result in volatility in an economic
downturn, but Centerfield's concentration within the telecom sector
has been resilient through the pandemic and resulting recession as
consumers spent more on broadband services. Although we expect
Centerfield to grow its other verticals organically and through
acquisitions, the loss of a key customer or a telecom industry
downturn could result in a significant drop in EBITDA and cash
flow."
The company generated pro forma S&P Global Ratings adjusted EBITDA
of about $100 million for the 12 months ended March 31, 2021, and
is much smaller and targets a less-diversified set of end markets
than its main peer Red Ventures Holdco L.P. (B+/Stable/--). While
Centerfield and Red Ventures are the two largest players providing
comprehensive customer acquisition services in the market, there
are low barriers to entry. These two companies have proven
technology platforms and attractive customer-acquisition rates;
however, their customer relationships are not exclusive, and
Centerfield's largest customers could easily reallocate marketing
dollars to competitors that offer a compelling alternative.
Centerfield's pay-for-performance business model makes it
vulnerable to volatility in operating performance. The company's
revenue model typically consists of a pay-for-performance structure
(for example, cost per acquisition) where it takes responsibility
to attract and convert customers. In addition, the company's
contracts incorporate chargeback clauses with the expectation that
the customers acquired through Centerfield complete their purchase
and are retained by Centerfield's clients for a minimum period of
time for Centerfield to keep its revenue. The pay-for-performance
nature of customer contracts poses operating uncertainty as it
makes Centerfield vulnerable to earnings volatility compared with
pay-per-click or subscription-based lead-generation revenue
models.
The company has exhibited a good record of revenue growth and
customer acquisition in the telecom and home security sectors.
Centerfield is a data-driven, technology-enabled customer
acquisition partner and online publisher that provides its clients
with a highly customized customer acquisition platform that spans
the entire customer acquisition funnel--discovery and awareness,
conversion or purchase, and ongoing customer engagement. It has
leveraged its proprietary technology platform to establish
strategic partnerships with a limited number of large clients,
primarily in the telecom and home security sectors. The company
often provides solutions that are atypical of traditional online
publisher affiliate partnerships, such as strategic and tactical
marketing consulting services, website hosting within brand
guidelines (such as managing a subdomain of a client's website), or
managing offline marketing channels (such as call routing or sales
center employees). The company has a record of organic growth by
acquiring customers for its clients at a higher return on
investment than its client's internal sales team. And this success
has resulted in new client growth and expanding share within
existing clients.
The company generates about 50% of gross profit from owned and
operated websites that are not tied to a specific vendor. These
websites, which include Broadbandnow.com, Homesecuritysystems.net,
Savings.com, and Business.com, are not brand specific and can
provide greater pricing and a more competitive moat for Centerfield
than its client-branded websites because the undecided shopper is
more valuable to the marketplace and demands a premium for customer
conversion. In addition, a well-recognized website with a record of
producing quality content is more likely to be prioritized in
search results and will therefore likely be more profitable than
competitors using paid search advertising. As the company grows its
newer verticals where it has not yet developed a history of
success, such as retail, pest control, and insurance services, S&P
believes there may be execution risk in achieving the historical
growth rates and margin profile of its telecom and home security
verticals.
Centerfield benefits from good industry growth prospects and a
variable cost structure. The company benefits from the ongoing
shift to digital customer acquisition from offline acquisition. As
more customers make their purchase decisions online, the company
has a larger pool of potential activations. S&P also believes the
performance marketing industry will benefit as organizations demand
increased accountability from its chief marketing officers and
improved marketing spending transparency and sales attribution.
Variable marketing spending costs are a key component of
Centerfield's cost base, though the company benefits from organic
(free) search through a number of its owned and operated product
comparison sites. The company also has a high percentage of its
telesales employees in low-cost locations. These factors help the
company achieve pro forma EBITDA margins in the low- to mid-20%
area, which is comparable to other digital marketing services
companies but below that of its primary competitor, Red Ventures.
The stable outlook reflects S&P's expectation that FOCF to debt
will increase back above 5% over the next 12 months and that pro
forma leverage will decline to the high-5x area in 2022, stemming
from organic revenue and EBITDA growth, as well as cost savings
from recent acquisitions.
S&P could lower the rating if FOCF to debt falls below 5% and
leverage increases well above 6x on a sustained basis because:
-- Organic growth stalls due to a lack of new business partners or
an inability to increase or sustain wallet share with key clients;
or
-- More intense competition drives down the profitability of each
customer acquired; or
-- The company makes debt-financed acquisitions or dividends.
Although unlikely over the next 12 months, S&P could raise the
rating if the company:
-- Meaningfully increases its scale and diversity of customers and
end markets; and
-- Demonstrates a financial policy that develops a record of
maintaining leverage below 4.5x with FOCF to debt consistently
above 10%.
CENTURY ALUMINUM: Egan-Jones Keeps CCC Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 18, 2021, maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by Century Aluminum Company. EJR also maintained its
'C' rating on commercial paper issued by the Company.
Headquartered in Chicago, Illinois, Century Aluminum Company
produces primary aluminum, in both molten and ingot form, through
facilities located in the United States.
CUSTOM TRUCK: Stockholders Approve All Proposals at Annual Meeting
------------------------------------------------------------------
Custom Truck One Source, Inc. held an annual meeting of
stockholders on July 8, 2021, at which the stockholders:
(1) elected Marshall Heinberg, Louis Samson, and David Wolf
as Class B directors to serve until the 2024 annual meeting
of stockholders and until their successors are duly elected
and qualified;
(2) ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for
fiscal year ending Dec. 31, 2021;
(3) approved an amendment and restatement of the Company's
Amended and Restated 2019 Omnibus Incentive Plan;
(4) approved, on an advisory basis, the compensation of the
Company's named executive officers for 2020; and
(5) indicated, on an advisory basis, "every three years" as the
preferred frequency of future advisory votes on the
compensation of the Company's named executive officers.
The Plan, among other things, increases the number of shares of the
Company's common stock that may be issued thereunder by 8,500,000
shares from 6,150,000 shares to 14,650,000 shares. The Plan
provides for the grant of stock options, including incentive stock
options and nonqualified stock options, stock appreciation rights,
restricted stock, restricted stock units, and other stock or cash
based awards.
About Custom One Truck
Custom Truck One Source, Inc. (formerly known as Nesco Holdings,
Inc.) is a provider of specialty equipment, parts, tools,
accessories and services to the electric utility transmission and
distribution, telecommunications and rail markets in North America.
CTOS offers its specialized equipment to a diverse customer base
for the maintenance, repair, upgrade and installation of critical
infrastructure assets, including electric lines, telecommunications
networks and rail systems. The Company's coast-to-coast rental
fleet of more than 8,800 units includes aerial devices, boom
trucks, cranes, digger derricks, pressure drills, stringing gear,
hi-rail equipment, repair parts, tools and accessories. For more
information, please visit investors.customtruck.com.
The Company reported net losses of $21.28 million in 2020, $27.05
million in 2019, and $15.53 million in 2018. As of March 31, 2021,
the Company had $750.24 million in total assets, $65.07 million in
total current liabilities, $753.84 million in total long-term
liabilities, and $68.67 million in total stockholders' deficit.
CYTODYN INC: Ordered to Pay $7.6M Cash in Arbitration Case
----------------------------------------------------------
An arbitration panel issued its decision following a five-day
arbitration hearing held in March 2021 concerning a previously
disclosed claim by ProstaGene, LLC against CytoDyn Inc. as well as
counterclaims by CytoDyn, relating to approximately 3.1 million
shares of its common stock held in escrow for certain
indemnification claims it asserts in connection with the
acquisition of certain intangible assets from ProstaGene in
November 2018. ProstaGene also sought monetary damages related to
the delay in the release of the shares.
As disclosed in its Quarterly Report on Form 10-Q for the Company's
2021 third fiscal quarter, CytoDyn, as of Feb. 28, 2021, recognized
a full impairment charge against the net carrying value of certain
of the acquired intangible assets. Nonetheless, the arbitration
panel determined that ProstaGene is entitled to release of the
shares, as well as a cash monetary award in the amount of
approximately $6.2 million, plus interest, fees and costs estimated
to total approximately $1.4 million. CytoDyn expects to satisfy
the arbitration award obligations within 30 days following the date
of the award.
About CytoDyn Inc.
Headquartered in Vancouver, Washington, CytoDyn Inc. --
http://www.cytodyn.com-- is a late-stage biotechnology company
focused on the clinical development and potential commercialization
of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection,
with the potential for multiple therapeutic indications.
CytoDyn reported a net loss of $124.40 million for the year ended
May 31, 2020, compared to a net loss of $56.19 million for the year
ended May 31, 2019. As of Nov. 30, 2020, the Company had $143.76
million in total assets, $150.29 million in total liabilities, and
a total stockholders' deficit of $6.53 million.
Warren Averett, LLC, in Birmingham, Alabama, the Company's auditor
since 2007, issued a "going concern" qualification in its report
dated Aug. 14, 2020, citing that the Company incurred a net loss
for the year ended May 31, 2020 and has an accumulated deficit of
approximately $354,711,000 through May 31, 2020, which raises
substantial doubt about its ability to continue as a going concern.
DEARBORN REAL ESTATE: Disclosures Win Interim Approval
------------------------------------------------------
Judge Maria L. Oxholm has entered an order granting preliminary
approval of the Disclosure Statement explaining the Plan of
Dearborn Real Estate Associates, L.L.C.
The hearing on objections to final approval of the Disclosure
Statement and confirmation of the Plan will be held on Thursday,
August 12, 2021, at 11:00 a.m. in Room 1875, 211 W. Fort Street,
Detroit, Michigan.
The deadline to return ballots on the Plan, as well as to file
objections to final approval of the disclosure statement and
objections to confirmation of the plan, is August 5, 2021.
No later than August 9, 2021, the Debtor will file a verified
summary of the ballot count under Sec. 1126(c) and (d) with a copy
of all original ballots attached.
About Dearborn Real Estate
Dearborn Real Estate Associates, L.L.C., is primarily engaged in
renting and leasing real estate properties. Dearborn Real Estate
filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 21-41804)
on March 3, 2021. At the time of filing, the Debtor has $500,000
to $1 million estimated assets and $1 million to $10 million
estimated liabilities. The Hon. Maria L. Oxholm oversees the case.
Edward J. Gudeman, Esq., of GUDEMAN & ASSOCIATES, PC, is the
Debtor's counsel.
DEER CREEK: Has Until August 2 to File Plan & Disclosures
---------------------------------------------------------
Judge Thomas P. Agresti has entered an order within which the
deadline for debtor Deer Creek Diner, LLC, to file a Chapter 11
Plan and Disclosure Statement is extended to August 2, 2021. In
addition, the Debtor's exclusivity period to file a Chapter 11 Plan
and Disclosure Statement is extended until August 2, 2021.
A copy of the order dated July 6, 2021, is available at
https://bit.ly/3hUaBdH from PacerMonitor.com at no charge.
About Deer Creek Diner
Deer Creek Diner, LLC, a restaurant company based in Russellton,
Pa., sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Case No. 20-23252) on Nov. 18, 2020. The petition
was signed by Leslie A. Rhodes, a managing member.
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of between $100,001 and $500,000.
Judge Thomas P. Agresti oversees the case. Steidl & Steinberg is
Debtor's legal counsel.
DIGIPATH INC: Todd Denkin Appointed as President
------------------------------------------------
The Board of Directors of Digipath, Inc. has appointed Todd Denkin
to serve as the president of the Company.
At the time of such appointment, Mr. Denkin had been serving as a
consultant to the Company pursuant to a Consulting Agreement dated
as of Dec. 28, 2020 between the Company and TD Media, Inc., a
company owned and controlled by Mr. Denkin. Under the Consulting
Agreement, the Company issued TD Media 500,000 shares of common
stock and paid TD Media a monthly consulting fee of $8,000.
Todd Denkin, age 57, has many years of experience in the "legal"
marijuana industry, and has in the past been an integral part of
the Company's management. Mr. Denkin originally joined the Company
in April 2014 as president, and served as the Company's chief
executive officer from October 2014 until June 21, 2016. He then
served as the Company's president and chief operating officer until
Sept. 26, 2019, and was thereafter a consultant to the Company
until December 2019. From January 2020 until December 2020 when he
was re-engaged by the Company as a consultant, Mr. Denkin provided
consulting services to cannabis producers, and was active as a
cannabis testing educator and content provider. Prior to joining
the Company in April 2014, Mr. Denkin served as co-founder and
president of both 10 Mile and Growopp, LLC where he created
controlled environmental indoor hydroponic grow chambers from 2011
to 2013.
In connection with his appointment as president, the Board awarded
Mr. Denkin 1,500,000 shares of the Company's common stock, and the
Company has agreed to pay Mr. Denkin an annual base salary of
$150,000 effective July 1, 2021, which will replace his consulting
arrangement with the Company under the Consulting Agreement with TD
Media.
Stone A. Douglass, 73, was appointed to the Board of Directors of
Digipath, Inc. on July 1, 2021. Prior to his appointment, Mr.
Douglass had been serving as a consultant to the Company, and in
connection therewith, on June 2, 2021 Mr. Douglass was awarded an
option to purchase 1,000,000 shares of the Company's common stock
with an exercise price of $0.06.
About DigiPath
Headquartered in Las Vegas, Nevada, Digipath, Inc. --
http://www.digipath.com-- offers full-service testing lab for
cannabis, hemp and ancillary cannabis and hemp infused products
serving growers, dispensaries, caregivers, producers, patients and
eventually all end users of cannabis and botanical products.
DigiPath reported a net loss of $2.31 million for the year ended
Sept. 30, 2020, compared to a net loss of $1.80 million s for the
year ended Sept. 30, 2019. As of March 31, 2021, the Company had
$1.57 million in total assets, $2.68 million in total liabilities,
and a total stockholders' deficit of $1.11 million.
M&K CPAS, PLLC, in Houston, Texas, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
Jan. 29, 2021, citing that the Company has recurring losses from
operations and insufficient working capital, which raises
substantial doubt about its ability to continue as a going concern.
DJM HOLDINGS: Creditor Headlands Oppose Plan & Disclosures
----------------------------------------------------------
Headlands Residential 2019-RPLI Owner Trust ("Creditor") objects to
the proposed Chapter 11 Plan and Disclosure Statement of DJM
Holdings, Ltd. The objection is supported by the following
memorandum.
The property in question is real estate located at 14703 Granger
Road, Maple Heights, OH 44137. The Debtor's plan proposes to pay
the secured amount of $30,608.03 (value of $32,000.00 minus
$1,391.97 real estate tax) over 30 years amortized at 6%. Creditor
holds a secured claim in the amount of $103,057.91. Creditor has
filed its "Notice of Election Under 11 U.S.C. § 1111(b)(2), and
specifically elects pursuant to 1111(b) of Chapter 11, Title 11
U.S.C. application of Paragraph (2) of §1111(b). Creditor demands
that its proof of claim be paid in full as filed.
In the event that the Court should deny the 1111(b)(2) election for
any reason, Creditor believes that Debtor has undervalued the
property in question, and Creditor requests permission to perform a
full exterior and interior appraisal. The Debtor's Chapter 11 Plan
does not adequately protect the Creditor's interest in said
Property and should be denied confirmation. Debtor's Disclosure
Statement must be amended.
A full-text copy of the Creditor's objection dated July 6, 2021, is
available at https://bit.ly/3k4tEor from PacerMonitor.com at no
charge.
Attorney for Creditor:
Jon J. Lieberman
Sottile & Barile, Attorneys at Law
394 Wards Corner Road, Suite 180
Loveland, OH 45140
Phone: 513.444.4100
Email: bankruptcy@sottileandbarile.com
About DJM Holdings
Concord-based DJM Holdings Ltd is the fee simple owner of 38
properties in Ohio, having a total current value of $1.02 million.
DJM Holdings sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ohio Case No. 21-10483) on Feb. 14, 2021. At the
time of the filing, the Debtor disclosed $1,144,439 in assets and
$2,816,538 in liabilities. Judge Arthur I. Harris oversees the
case. The Debtor is represented by Forbes Law, LLC.
DJM HOLDINGS: Creditor SCIG Series III Opposes Plan & Disclosures
-----------------------------------------------------------------
US Bank Trust National Association as Trustee of the SCIG Series
III Trust ("Creditor") objects to the proposed Chapter 11 Plan and
Disclosure Statement of DJM Holdings, Ltd.
The property in question is real estate located at 5317 Thomas
Street, Maple Heights, OH 44137. The Debtor's plan and disclosure
statement proposes to pay the secured amount of $27,826.83 (value
of $29,000 minus $1,173.17 real estate tax) over 30 years amortized
at 6%. Creditor holds a secured claim in the amount of $101,472.01.
Creditor has filed its "Notice of Election Under 11 U.S.C. Sec.
1111(b)(2), and specifically elects pursuant to 1111(b) of Chapter
11, Title 11 U.S.C. application of Paragraph (2) of §1111(b).
Creditor demands that its proof of claim be paid in full as filed.
In the event that the Court should deny the 1111(b)(2) election for
any reason, Creditor believes that Debtor has undervalued the
property in question, and Creditor requests permission to perform a
full exterior and interior appraisal. The Debtor's Chapter 11 Plan
does not adequately protect the Creditor's interest in said
Property and should be denied confirmation. Debtors' Disclosure
Statement must be amended.
A full-text copy of the Creditor's objection dated July 6, 2021, is
available at https://bit.ly/2VozgzI from PacerMonitor.com at no
charge.
Attorney for Creditor:
Jon J. Lieberman
Sottile & Barile, Attorneys at Law
394 Wards Corner Road, Suite 180
Loveland, OH 45140
Phone: 513.444.4100
Email: bankruptcy@sottileandbarile.com
About DJM Holdings
Concord-based DJM Holdings Ltd is the fee simple owner of 38
properties in Ohio, having a total current value of $1.02 million.
DJM Holdings sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ohio Case No. 21-10483) on Feb. 14, 2021. At the
time of the filing, the Debtor disclosed $1,144,439 in assets and
$2,816,538 in liabilities. Judge Arthur I. Harris oversees the
case. The Debtor is represented by Forbes Law, LLC.
DRUMMOND CO: S&P Alters Outlook to Stable, Affirms 'BB' ICR
-----------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based coal producer
Drummond Co. Inc. to stable from negative and affirmed its 'BB'
issuer credit rating. S&P's rating on the company reflects its
modest level of debt-like obligations compared with its U.S.
peers.
The stable outlook reflects S&P's expectation that Drummond will
maintain a steady operating performance and improve its S&P Global
Ratings-adjusted leverage toward 1x in 2022.
High international thermal coal prices will pave the way for a
recovery in Drummond's operating performance in 2021 and 2022.
S&P said, "We anticipate the company will increase its EBITDA by
75%-85% in 2021 and an additional 25%-35% in 2022 as it locks in
new fixed-price coal contracts at higher prices. Approximately 73%
of Drummond's 2021 output is contracted at fixed prices that are
10%-20% below average spot market prices this year. The average net
price of API#2–BCI#7, the pricing benchmark the company uses to
determine the FOB Colombia price, increased by 40%-50% in the first
five months of 2021 relative to 2020. Therefore, we expect this
strong pricing environment to support an improvement in Drummond's
operations. While we expect thermal coal prices to moderate in
2022, we believe they will remain above their levels in 2019 and
2020."
Drummond's capital structure and end markets compare favorably with
those of several of its peers amid the secular decline in thermal
coal demand. The company has no funded debt, which makes it an
outlier among its peers. Specifically, Drummond's S&P Global
Ratings-adjusted debt comprises its asset retirement obligations,
postretirement benefits, and operating leases. The company also has
a $250 million revolving credit facility, which has historically
remained undrawn. Furthermore, relative to its U.S. peers, the
company has partially mitigated the near-term risk of the secular
decline in thermal coal demand by exporting 100% of its coal volume
to the Asia-Pacific region (APAC), South America, and parts of
Europe. Overall, S&P still expects the environmental considerations
pressuring the demand for thermal coal to limit its business
prospects as countries ramp-up their efforts to shift toward
greener sources of energy.
The constrained supply of coal coupled with rising demand has
tilted the balance in favor of producers.
The Chinese ban on imported Australian coal in late 2020 reduced
global inventory, which is being felt more intensely now that the
high-demand summer season has arrived. S&P said, "We believe the
global demand for thermal coal could rise further as national
economies continue to recover from the effects of the COVID-19
pandemic. Drummond's key end markets (APAC, Latin America, and
Europe) have been experiencing stronger growth and we project
rising GDP levels in these regions due to our expectation for a
fervent global recovery. Specifically, we forecast the APAC region,
which accounts for more than 65% of the company's sales, will
increase its GDP by 7.3% in 2021 buoyed by stronger trade and
manufacturing activity. Therefore, we expect Drummond's tonnage
sold to revert to pre-pandemic levels as it benefits from the
prevailing market conditions."
The company's increased capital expenditure (capex) will offset the
considerable improvement in its operating cash flow.
Drummond curtailed its spending on property and project additions
in 2019 and 2020 to preserve cash during the market downturn.
However, the company currently anticipates increasing its capex by
330% in 2021, which will partially offset the improvement in its
operating cash flow. S&P said, "That said, we still expect Drummond
to significantly improve its free operating cash flow (FOCF) in
2022, despite its elevated capex, because we anticipate it will
secure new fixed price coal contracts at higher prices. We believe
the company's sizable cash balance, full availability under its
revolver, and strong operating cash flows will contribute to a
robust liquidity position in 2021 and 2022."
S&P said, "The stable outlook on Drummond reflects our view that
its EBITDA and operating cash flow will recover from their pandemic
lows and hold steady over the next 12 months as it benefits from
the strong pricing environment and increased demand. Specifically,
we believe the company can generate and sustain S&P Global
Ratings-adjusted leverage of between 1.5x and 2.0x in 2021 and 2022
even if prices gradually fall and return to normalized levels."
S&P could lower its rating on Drummond if its S&P Global
Ratings-adjusted leverage approaches 3x. S&P believes this could
occur if:
-- Weaker demand reduces its volumes sold or the company's
realized prices drop by more than 25% because of the accelerated
adoption of greener energy sources in its end markets;
-- Its unit cash costs rise by more than 15% on weaker economies
of scale amid declining volumes; or
-- Its pension, asset-retirement obligations, or funding needs
increase, particularly if environmental concerns affect the
sustainability of its business.
S&P said, "It is unlikely that we will raise our rating on Drummond
as long as it depends on thermal coal for most of its earnings.
Nevertheless, we could raise our rating on the company if it
transforms its business to minimize its dependence on thermal coal,
which we believe is in secular decline, while supporting a moderate
debt load."
ELECTROTEK CORP: U.S. Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Region 6 on July 8 appointed an official
committee to represent unsecured creditors in the Chapter 11 case
of Electrotek Corp.
The committee members are:
1. Insulectro
c/o Robin Lopez, Credit Manager
20362 Windraw Drive
Lake Forest, CA 92630
Phone: 949-268-8156
E-mail: rlopez@spyglassteam.com
2. Sid Grinker Restoration, Inc.
c/o Jeff Oscarson, CFO
1719 Vel R. Phillips Avenue
Milwaukee, WI 53212
Phone: 414-264-7470
Fax: 414-263-1316
E-mail: jeff@sidgrinker.com
3. Taiyo America, Inc.
c/o Nick Smith, Staff Accountant
2675 Antler Drive
Carson City, NV 89701
Phone: 775-885-9959
E-mail: nicks@taiyo-america.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 Electrotek Corporation
Electrotek Corporation, a Carrollton, Texas-based manufacturer of
electrical equipment and component, filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas
Case No. 21-30409) on March 8, 2021. Judge Michelle V. Larson
oversees the case. Joyce W. Lindauer Attorney, PLLC serves as the
Debtor's legal counsel.
In its petition, the Debtor had estimated assets of between $1
million and $10 million and estimated liabilities of between $10
million and $50 million. Mike Swerdlow, chief financial officer,
signed the petition.
EQT CORPORATION: Egan-Jones Keeps B- Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 18, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by EQT Corporation. EJR also maintained its 'B' rating
on commercial paper issued by the Company.
Headquartered in Pittsburgh, Pennsylvania, EQT Corporation is an
integrated energy company with emphasis on Appalachian area
natural-gas supply, transmission, and distribution.
ETC SUNOCO: Egan-Jones Keeps BB- Senior Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on June 18, 2021, maintained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by ETC Sunoco Holdings LLC.
Headquartered in Philadelphia, Pennsylvania, ETC Sunoco Holdings
LLC distributes gasoline products.
FADYRO DISTRIBUTORS: Seeks Court Approval to Hire Accountant
------------------------------------------------------------
Fadyro Distributors, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Ana Morales Colon,
an accountant practicing in Caguas, P.R.
The Debtor requires an accountant to prepare its monthly operating
reports and accounting analysis, and provide general accounting and
consulting services.
Ms. Colon will charge a flat fee of $450 per month for her
services.
In court filings, Ms. Colon disclosed that she is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Ms. Colon can be reached at:
Ana Morales Colon
#160 Flamboyan Street, La Serrania
Caguas, PR 00725
Phone: 636-5155
Mobile: 787-308-0423
Email: jmconsultingserv@yahoo.com
About Fadyro Distributors Inc.
Fadyro Distributors, Inc. filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No.
21-00029) on Jan. 5, 2021. At the time of filing, the Debtor
disclosed between $1 million and $10 million in both assets and
liabilities.
Judge Mildred Caban Flores oversees the case.
Landrau Rivera & Assoc. serves as the Debtor's legal counsel. The
Debtor also tapped Joel Rodriguez Fernandez and Ana Morales Colon
as its accountants.
FIRSTENERGY CORP: Egan-Jones Keeps BB Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on June 16, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by FirstEnergy Corp.
Headquartered in Akron, Ohio, FirstEnergy Corp. operates as a
public utility holding company.
FRANCESCA'S HOLDINGS: Landlords Say Plan Unconfirmable
------------------------------------------------------
Centennial Real Estate Company, LLC, CenterCal Properties, LLC,
EDENS, Federal Realty Investment Trust, PGIM Real Estate, Paseo
Nuevo Owner, LLC, Starwood Retail Partners, LLC, The Forbes
Company, and The Macerich Company (collectively, the "Landlords")
object to the First Amended Combined Disclosure Statement and
Chapter 11 Plan of Liquidation of Debtors FHC Holdings Corporation
(f/k/a Francesca's Holdings Corporation,), FHC LLC (f/k/a
Francesca's, LLC), FHC Collections, Inc. (f/k/a Francesca's
Collections, Inc.), and Francesca's FHC Services Corporation (f/k/a
Francesca's Services Corporation).
Landlords object to confirmation of a Plan that provides for
recovery to Landlord creditors on account of their administrative
claims that differs from that required by Section 1129(a)(9) of the
Bankruptcy Code while Landlords do not generally object to
confirmation of a liquidating plan in these chapter 11 cases.
Landlords claim that the Plan is unconfirmable because it fails to
satisfy Section 1129(a)(9). The Plan estimates Administrative
Claims to total approximately $13,088,616.00, but contemplates that
holders of Allowed Administrative Claims may not be paid in full on
the Effective Date.
Landlords point out that the Plan notes that the Debtors have
already filed their federal tax returns for fiscal year 2019
applying the NOLS as allowed under the CARES Act and anticipate
that return to generate a refund of approximately $2.5 million, but
that refund has not yet been received and the Debtors project such
refund would be received in the next 6 months.
Landlords request that this Objection be treated as an affirmative
objection to any treatment of Landlords' administrative claims that
differs from that required by Section 1129(a)(9) of the Bankruptcy
Code, and Landlords do not consent to receiving treatment of their
claims that is different from that set forth in Section 1129(a)(9)
of the Bankruptcy Code to the extent the Court confirms the Plan as
proposed.
Counsel for the Landlords:
Leslie C. Heilman, Esquire
Laurel D. Roglen, Esquire
BALLARD SPAHR LLP
919 N. Market Street, 11th Floor
Wilmington, DE 19801
Telephone: (302) 252-4465
Facsimile: (302) 252-4466
E-mail: heilmanl@ballardspahr.com
roglenl@ballardspahr.com
- and -
Dustin P. Branch, Esquire
BALLARD SPAHR LLP
2029 Century Park East, Suite 1400
Los Angeles, CA 90067-2915
Telephone: (424) 204-4354
Facsimile: (424) 204-4350
E-mail: branchd@ballardspahr.com
About FHC Holdings
Francesca's Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
20-13076) on Dec. 3, 2020. Francesca's Holdings had total assets
of $264.7 million and total liabilities of $290.5 million as of
Nov. 1, 2020.
Judge Brendan Linehan Shannon oversees the cases.
On May 17, 2021, the Bankruptcy Court authorized the Debtors to
change their corporate names to:
Old Company Name Case No. New Company Name
---------------- -------- ----------------
Francesca's Holdings Corporation 20-13076 FHC Holdings Corp.
Francesca's LLC 20-13077 FHC LLC
Francesca's Collections, Inc. 20-13078 FHC Collections Inc.
Francesca's Services Corporation 20-13079 FHC Services Corp.
The Debtors tapped O'Melveny & Myers LLP and Richards, Layton &
Finger P.A. as legal counsel; FTI Capital Advisors LLC as financial
advisor and investment banker; A&G Realty Partners as real estate
advisor; and KPMG LLP as tax and accounting advisor. Bankruptcy
Management Solutions Inc. is the notice, claims and balloting
agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' cases.
Cole Schotz P.C. and Province, LLC serve as the committee's legal
counsel and financial advisor, respectively.
FRANCESCA'S HOLDINGS: United States Opposes Plan & Disclosure
-------------------------------------------------------------
The United States, on behalf of its Internal Revenue Service
("IRS"), objects to the First Amended Combined Disclosure Statement
and Chapter 11 Plan of Liquidation of Debtors FHC Holdings
Corporation (f/k/a Francesca's Holdings Corporation,), FHC LLC
(f/k/a Francesca's, LLC), FHC Collections, Inc. (f/k/a Francesca's
Collections, Inc.), and Francesca's FHC Services Corporation (f/k/a
Francesca's Services Corporation).
The United States objects to the Plan to the extent its Priority
Tax Claims are: (1) not accruing interest as required by the
Section 511(a) of the Bankruptcy Code; and (2) are not being paid
in conformity with Section 1129(a)(9)(C) of the Bankruptcy Code.
The United States does not consent to treatment of its claims that
deviates from that set forth in Section 1129(a)(9) of the
Bankruptcy Code. The Plan fails to comply with the requirements of
the Bankruptcy Code by not providing for the accrual of interest on
administrative claims paid after the Effective Date.
The United States claims that the creation of the administrative
claim bar date does not comply with the Bankruptcy Code or the
Delaware Local Bankruptcy Rules. The United States objects to the
Plan to the extent the Plan purports to set an administrative
expense claim bar date for taxes described in 11 U.S.C. Section
503(b)(1)(B) and (C) in violation of Section 503(b)(1)(D) of the
Bankruptcy Code.
The United States objects to the third-party non-debtor limitation
of liability, discharge, injunction, exculpation and release
provisions. Even though this is a liquidating Plan and the Debtors
are not entitled to a discharge, the Plan provides for third party
injunctions, exculpations and releases.
The United States asserts any and all rights to setoff and recoup
overpayments against amounts owed by the Debtors to the United
States. The United States objects to the Plan to the extent it
fails to preserve the setoff and recoupment rights of the United
States.
The United States further asserts that the Plan is not clear what
the Debtors consider to be consent. Unless the United States
receives adequate notice and consents in writing to such adverse
claim treatment, the United States objects to any detrimental
alteration to the treatment of its claims.
About FHC Holdings
Francesca's Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
20-13076) on Dec. 3, 2020. Francesca's Holdings had total assets
of $264.7 million and total liabilities of $290.5 million as of
Nov. 1, 2020.
Judge Brendan Linehan Shannon oversees the cases.
On May 17, 2021, the Bankruptcy Court authorized the Debtors to
change their corporate names to:
Old Company Name Case No. New Company Name
---------------- -------- ----------------
Francesca's Holdings Corporation 20-13076 FHC Holdings Corp.
Francesca's LLC 20-13077 FHC LLC
Francesca's Collections, Inc. 20-13078 FHC Collections Inc.
Francesca's Services Corporation 20-13079 FHC Services Corp.
The Debtors tapped O'Melveny & Myers LLP and Richards, Layton &
Finger P.A. as legal counsel; FTI Capital Advisors LLC as financial
advisor and investment banker; A&G Realty Partners as real estate
advisor; and KPMG LLP as tax and accounting advisor. Bankruptcy
Management Solutions Inc. is the notice, claims and balloting
agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' cases.
Cole Schotz P.C. and Province, LLC serve as the committee's legal
counsel and financial advisor, respectively.
GAMESTOP CORPORATION: Egan-Jones Keeps CC Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on June 24, 2021, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by GameStop Corporation. EJR also maintained its 'C'
rating on commercial paper issued by the Company.
Headquartered in Grapevine, Texas, GameStop Corporation operates
specialty electronic game and PC entertainment software stores.
GAP INCORPORATED: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 17, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by The Gap, Inc. EJR also upgraded the rating on
commercial paper issued by the Company to B from C.
Headquartered in San Francisco, California, The Gap, Inc. is an
international specialty retailer operating retail and outlet
stores.
GENWORTH FINANCIAL: Egan-Jones Keeps B+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 15, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by Genworth Financial, Inc. EJR also maintained its 'B'
the rating on commercial paper issued by the Company.
Headquartered in Richmond, Virginia, Genworth Financial, Inc.
offers insurance, wealth management, investment, and financial
solutions.
GEORGE WESTON: Egan-Jones Keeps BB Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company, on June 14, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by George Weston Limited.
Headquartered in Toronto, Canada, George Weston Limited operates as
a supermarket.
GFY REALTY: Unsecured Creditors to Recover 100% Under Plan
----------------------------------------------------------
GFY Realty Corporation submitted a Plan and a Disclosure
Statement.
General unsecured creditors will receive a distribution of 100% of
their allowed claims.
The Debtor believes its real property to be valued at least
$1,000,000 and may be valued upon appraisal at approximately
$1,600,000.
Payment of the creditor in the Plan will be by refinance upon
determination of the payoff and proof of claim amount. Payment of
the refinance shall be via rent roll income.
A copy of the Disclosure Statement is available at
https://bit.ly/3hqg7pp from PacerMonitor.com.
About GFY Realty Corporation
GFY Realty Corporation is a corporation formed to purchase and
operate as a commercial landlord real property purchased in May
2009, 125-139 and 126-128 5th Avenue, Patterson NJ, a warehouse
subdivided into spaces for commercial tenants.
GFY Realty Corporation sought Chapter 11 protection (Bankr. D.N.J.
Case No. 21-10078) on Jan. 6, 2021. The Debtor disclosed
$1,010,000 in assets and $700,000 in liabilities as of the
bankruptcy filing. Dean J. Despotovich is the Debtor's counsel.
GLOBAL COURIERS: Seeks to Hire Seiller Waterman as Legal Counsel
----------------------------------------------------------------
Global Couriers Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Kentucky to employ Seiller Waterman,
LLC to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. giving legal advice with respect to the Debtor's powers and
duties in the continued operations of its business and management
of its assets;
b. taking all necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on behalf of
the Debtor, the defense of any actions commenced against the
Debtor, negotiations concerning all litigation in which the Debtor
is involved, if any, and objecting to claims filed against the
estate;
c. preparing legal papers; and
d. performing other legal services in connection with the case
and the formulation and implementation of the Debtor's Chapter 11
plan.
Seiller Waterman received a retainer in the amount of $15,738.
The firm's hourly rates are as follows:
David M. Cantor $395 per hour
Neil C. Bordy $395 per hour
Paul J. Krazeise $325 per hour
Keith J. Larson $335 per hour
William P. Harbison $335 per hour
Joseph H. Haddad $300 per hour
Paralegals $140 per hour
Law Clerks $125 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
As disclosed in court filings, Seiller Waterman is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
David M. Cantor, Esq.
William P. Harbison, Esq.
Seiller Waterman, LLC
Meidinger Tower - 22nd Floor 462 S. Fourth Street
Louisville, KY 40202
Telephone: (502) 584-7400
Facsimile: (502) 583-2100
Email: cantor@derbycitylaw.com
harbison@derbycitylaw.com
About Global Couriers
Global Couriers Inc., a trucking company based in Louisville, Ky.,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. W.D. Ky. Case No. 21-31391) on June 28, 2021. In the
petition signed by Alma W. Watkins, treasurer, the Debtor disclosed
up to $500,000 in both assets and liabilities. Judge Charles R.
Merrill oversees the case. David M. Cantor, Esq., at Seiller
Waterman, LLC, is the Debtor's legal counsel.
GREENSILL CAPITAL: Finacity Sale Resolves Its $20 Mil. Liability
----------------------------------------------------------------
Law360 reports that financier Greensill Capital Inc. told a New
York bankruptcy judge Thursday, July 8, 2021, that it has a buyer
ready to purchase the debtor's interest in financial services firm
Finacity Corp. and that a deal is in place that will absolve the
Debtor of $20 million in obligations for earnout payments.
During a virtual hearing, debtor attorney Kyle J. Ortiz of Togut
Segal & Segal LLP said that after weeks of marketing and several
extensions of the bid deadline, Greensill had been able to resolve
issues surrounding earnout payments and employment agreements that
involve Finacity CEO Adrian Katz.
About Greensill Capital
Greensill is an independent financial services firm and principal
investor group based in the United Kingdom and Australia. It
offers structures trade finance, working capital optimization,
specialty financing and contract monetization. Greensill Capital
Pty is the parent company for the Greensill Group.
Greensill began to unravel in March 2021 when its main insurer
stopped providing credit insurance on US$4.1 billion of debt in
portfolios it had created for clients including Swiss bank Credit
Suisse.
Greensill Capital (UK) Limited and Greensill Capital Management
Company (UK) Limited filed for insolvency in Britain on March 8,
2021. Matthew James Byrnes, Philip Campbell-Wilson and Michael
McCann of Grant Thornton were appointed as administrators.
Greensill Capital Pty Ltd. filed insolvency proceedings in
Australia. Matt Byrnes, Phil Campbell-Wilson, and Michael McCann of
Grant Thornton Australia Ltd, were appointed as voluntary
administrators in Australia.
Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 21-10561) on March 25, 2021. Jill M. Frizzley,
director, signed the petition. In the petition, the Debtor listed
assets of between $10 million and $50 million and liabilities of
between $50 million and $100 million. The case is handled by Judge
Michael E. Wiles.
The Debtor tapped Segal & Segal LLP as bankruptcy counsel, Mayer
Brown LLP as special counsel, and GLC Advisors & Co., LLC and GLCA
Securities, LLC as investment bankers and financial advisors.
Matthew Tocks is the chief restructuring officer.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on April 7, 2021. The Committee is represented
by Arent Fox LLP.
GREIF INC: Egan-Jones Keeps B+ Senior Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by Greif, Inc.
Headquartered in Delaware, Ohio, Greif, Inc. manufactures and
markets industrial packaging products and services.
GRIDDY ENERGY: Court Approves Disclosure and Confirms Plan
----------------------------------------------------------
Judge Marvin Isgur has entered an order confirming the Modified
Third Amended Plan of Liquidation and approving the Disclosure
Statement of Griddy Energy LLC.
On July 1, 2021, the Debtor filed the voting declaration, which
certifies that the holders of Claims in Class 1 (Prepetition Lender
Claims), Class 4 (Other General Unsecured Claims), Class 5
(Customer Claims), Class 6 (Intercompany Claims) and Class 7
(HoldCo Equity Interests) are impaired under the Plan and have
voted to accept the Plan in the numbers and amounts required by
Section 1126 of the Bankruptcy Code.
Claims in Classes 2 (Other Secured Claims) and 3 (Priority Non-Tax
Claims) under the Plan are unimpaired, and such Classes are deemed
to have accepted the Plan pursuant to Section 1126(f) of the
Bankruptcy Code.
The Plan provides for the comprehensive settlement of Claims,
Interests and controversies against the Debtor. The settlements
will save the Debtor and its Estate the costs and expenses of
prosecuting various disputes, the outcome of which would likely
consume substantial resources of the Debtor's Estate and require
substantial time to adjudicate. The settlements also have
facilitated the creation and implementation of the Plan and benefit
the Estate and the Debtor's creditors, including all holders of
Allowed Other General Unsecured Claims and Allowed Customer Claims,
whose interests were represented by the Committee (which is
supportive of the Plan and all settlements thereunder).
Any former customer that elected to opt-out of the Customer
Releases in such former customer's voting ballot may withdraw the
election and opt-into the Customer Releases; provided that any such
withdrawal will not change any previous vote on the Plan cast by
such former customer and such former customer would not have, or be
entitled to have, an Allowed Class 5 Participating Customer
Potential Return Claim.
A copy of the Order is available at https://bit.ly/3qVLKun from
PacerMonitor.com.
About Griddy Energy
California startup Griddy Energy, LLC is a power retailer that
formerly sold energy to people in the state of Texas at wholesale
prices for a $9.99 monthly membership fee and had approximately
29,000 members. Griddy was a feature of Texas' unusual, deregulated
system for electric power. The vast majority of Texans -- and
Americans -- pay a fixed rate for electric power and get
predictable monthly bills. However, Griddy works by connecting
customers to the wholesale market for electricity, which can change
by the minute and is more volatile, for a monthly fee of $9.99.
During the winter storm in February 2021 in Texas, power generators
failed and demand for heating shot up. In response, ERCOT raised
the price of electricity to the legal limit of $9 per kilowatt-hour
and kept it there for several days. Griddy customers who didn't
lose power were hit with massive electric bills that were
auto-debited from their bank accounts.
State grid operator ERCOT at the end of February 2020 cut off
Griddy's access to customers for unpaid bills following the Texas
freeze. The Texas attorney general also said it is suing Griddy,
saying it engaged in deceptive trade practices by issuing excessive
bills.
Griddy Energy filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Texas Case No. 21-30923) on Mar. 15, 2021. Roop Bhullar, chief
financial officer, signed the petition. At the time of the filing,
the Debtor disclosed $1 million to $10 million in assets and $10
million to $50 million in liabilities. Judge Marvin Isgur oversees
the case.
The Debtor tapped Baker Botts LLP as legal counsel and Crestline
Solutions, LLC and Scott PLLC as public affairs advisors. Stretto
is the claims agent.
On March 31, 2021, the U.S. Trustee for Region 7 appointed an
official committee of unsecured creditors. The committee tapped
McDermott Will & Emery, LLP as legal counsel and Province, LLC as
financial advisor.
HELIUS MEDICAL: Board Adopts 2021 Inducement Plan
-------------------------------------------------
The Board of Directors of Helius Medical Technologies, Inc. adopted
the Helius Medical Technologies, Inc. 2021 Inducement Plan,
pursuant to which the Company reserved 100,000 shares of its Class
A common stock to be used exclusively for grants of awards to
individuals who were not previously employees or directors of the
Company, as an inducement material to the individual's entry into
employment with the Company within the meaning of Rule 5635(c)(4)
of the Nasdaq Listing Rules. The Plan was approved by the
Company's Board of Directors without stockholder approval pursuant
to Rule 5635(c)(4).
About Helius Medical
Helius Medical Technologies -- http://www.heliusmedical.com-- is a
neurotech company focused on neurological wellness. Its purpose is
to develop, license or acquire non-invasive technologies targeted
at reducing symptoms of neurological disease or trauma.
Helius Medical reported a net loss of $14.13 million for the year
ended Dec. 31, 2020, compared to a net loss of $9.78 million for
the year ended Dec. 31, 2019. As of March 31, 2021, the Company
had $14.66 million in total assets, $2.77 million in total
liabilities, and $11.90 million in total stockholders' equity.
Philadelphia, Pennsylvania-based BDO USA, LLP issued a "going
concern" qualification in its report dated March 10, 2021, citing
that the Company has incurred substantial net losses since its
inception, has an accumulated deficit of $118.9 million as of Dec.
31, 2020 and the Company expects to incur further net losses in the
development of its business. These conditions raise substantial
doubt about its ability to continue as a going concern.
HERTZ CORP: Claims for Rejection of Contracts Due July 30
---------------------------------------------------------
The effective date of the second modified third amended joint
Chapter 11 plan of reorganization of The Hertz Corporation and its
debtor-affiliates occurred on June 30, 2021, and any holder of a
claim arising from the rejection of an executory contract or
unexpired lease pursuant to the plan must submit a proof of claim
no later than July 30, 2021 to the Debtors' claims and noticing
agent at:
The Hertz Corporation Claims Processing Center
c/o Prime Clerk LLC
Grand Central Station
P.O. Box 4850
New York, New Y
As reported by the Troubled Company Reporter, June 16, 2021, Judge
Mary F. Walrath has entered an order confirming the Second Modified
Third Amended Joint Chapter 11 Plan of Reorganization of The Hertz
Corporation and its Debtor Affiliates.
According to court documents, as a result of its restructuring
efforts, Hertz will emerge from Chapter 11 with a substantially
stronger balance sheet and greater financial flexibility than it
had prior to the onset of the COVID-19 pandemic, which forced Hertz
to file for Chapter 11 relief in May 2020. Hertz's Plan will
eliminate over $5 billion of debt, including all of Hertz Europe's
corporate debt, and will provide more than $2.2 billion of global
liquidity to the reorganized Company. Hertz also will emerge with
(i) a new $2.8 billion exit credit facility consisting of at least
$1.3 billion of term loans and a revolving loan facility, and (ii)
an approximately $7 billion of asset-backed vehicle financing
facility, each on favorable terms. The Plan provides for the
payment in cash in full to all creditors and for existing
shareholders to receive more than $1 billion of value.
The plan and confirmation order can be accessed for free at
https://restructuring.primeclerk.com/hertz/ or for a fee on the
bankruptcy court's website at https://www.deb.uscourts.gov.
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. They also operate a
vehicle leasing and fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases.
The Debtors have tapped White & Case LLP as their bankruptcy
counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis
& Co. as investment banker, and FTI Consulting as financial
advisor. The Debtors also retained the services of Boston
Consulting Group to assist the Debtors in the development of their
business plan. Prime Clerk LLC is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC, as financial advisor. Ernst & Young
LLP provides audit and tax services to the Committee.
HILTON WORLDWIDE: Egan-Jones Keeps B Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 16, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Hilton Worldwide Holdings Inc.
Headquartered in McLean, Virginia, Hilton Worldwide Holdings Inc.
operates as a holding company.
HOVNANIAN ENTERPRISES: Egan-Jones Keeps CCC+ Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on June 16, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Hovnanian Enterprises, Inc. EJR also upgraded the
rating on commercial paper issued by the Company to B from C.
Headquartered in Matawan, New Jersey, Hovnanian Enterprises, Inc.
designs, constructs, and markets single-family homes, townhomes,
and condominiums in planned residential communities.
HUDSON PACIFIC: Egan-Jones Keeps BB+ Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 18, 2021, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Hudson Pacific Properties, L.P.
Headquartered in Los Angeles, California, Hudson Pacific
Properties, L.P. operates as a real estate investment trust.
ICONIX BRAND: Gets Consent to Amend Indenture With BNY Mellon
-------------------------------------------------------------
Iconix Brand Group, Inc. received consents from the holder of a
majority in principle amount of the Company's 5.75% Convertible
Senior Subordinated Secured Second Lien Notes due 2023 to enter
into a first supplemental indenture to amend the Indenture, dated
as of Feb. 22, 2018, by and among the Company, the guarantors party
thereto, and The Bank of New York Mellon Trust Company, N.A., a
national banking association, as trustee and as collateral agent,
governing the Convertible Notes.
The First Supplemental Indenture amends the Base Indenture by (1)
amending and restating the definition of "Ownership Limitation"
therein to permit holders of the Convertible Notes to waive the
Ownership Limitation under certain circumstances and (2) permitting
a holder to convert its Convertible Notes on the same day that the
Trustee has received a notice of conversion from such holder.
About Iconix Brand
Iconix Brand Group, Inc., owns, licenses and markets a portfolio of
consumer brands including: CANDIE'S, BONGO, JOE BOXER, RAMPAGE,
MUDD, MOSSIMO, LONDON FOG, OCEAN PACIFIC, DANSKIN, ROCAWEAR,
CANNON, ROYAL VELVET, FIELDCREST, CHARISMA, STARTER, WAVERLY, ZOO
YORK, UMBRO, LEE COOPER, ECKO UNLTD., MARC ECKO, ARTFUL DODGER, and
HYDRAULIC. In addition, Iconix owns interests in the MATERIAL
GIRL, ED HARDY, TRUTH OR DARE, MODERN AMUSEMENT BUFFALO and PONY
brands. The Company licenses its brands to a network of retailers
and manufacturers. Through its in-house business development,
merchandising, advertising and public relations departments,
Iconix
manages its brands to drive greater consumer awareness and brand
loyalty.
Iconix Brand reported a net loss of $2.97 million for the year
ended Dec. 31, 2020, compared to a net loss of $99.92 million for
the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$412.74 million in total assets, $637 million in total liabilities,
$24.32 million in redeemable non-controlling interest, and a total
stockholders' deficit of $248.59 million.
II-VI INCORPORATED: Egan-Jones Cuts Sr. Unsecured Ratings to BB-
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by II-VI Incorporated to BB- from B+.
Headquartered in Saxonburg, Pennsylvania, II-VI Incorporated
designs engineered materials and optoelectronic components.
ILLINOIS SPORTS: S&P Affirms 'BB+,' Alters Outlook to Positive
--------------------------------------------------------------
S&P Global Ratings revised the outlook to positive from stable and
affirmed its 'BB+' rating on the Illinois Sports Facilities
Authority's (ISFA) $414.8 million in parity debt outstanding. At
the same time, S&P Global Ratings assigned its 'BB+' long-term
rating to the authority's $18.79 million series 2021 state
tax-supported refunding bonds.
The revised outlook reflects S&P's view of a one-in-three chance
the hotel taxes will return to higher levels and a trend of
requesting chairman's certificates will continue.
On June 11, phase 5 of the state's reopening plan went into effect.
Phase 5 is designed to allow for full reopening of all business and
allow for 100% occupancy at spectator events. "This change is
expected to support a return to stronger revenue collections of
statewide hotel taxes and other nonpledged ISFA revenues," said S&P
Global Ratings credit analyst Geoff Buswick.
Other key credit considerations include:
-- A large and diverse statewide economic generating pledged hotel
taxes;
-- S&P's view that the tax revenue securing the bonds has
demonstrated moderate volatility, with some historical declines but
that increased in the nine years prior to the pandemic;
-- A pre-pandemic history of strong annual debt service coverage
and an adequate 1.35x additional bonds test, which may resume over
time; and
-- S&P's view that the general creditworthiness of Illinois
partially offsets the credit strengths given the close linkages to
the state.
S&P said, "The rating also reflects our opinion of state-level
governance risks that we view as being above the sector norms due
to the constitutional limits the state faces to modify its rising
pension costs, and that the state is not contributing to meet
static funding, limiting current and future budgetary flexibility.
However, we view the state's environmental risks as in line with
our view of the sector. Our rating reflects our view that the
COVID-19 pandemic's impact on the state's economy, budget, and
forecast is a social rating factor elevating the public health and
safety issues. The social risks are lessening broadly across the
state, but for ISFA, the health and safety measures will impair
needed revenues from both hotel occupancy and large group
gatherings."
The positive outlook reflects both the state general obligation
rating and ISFA management's fiscal 2022 request of a chairman's
certificate sufficient to cover debt service; state COVID-19 social
distancing restrictions being lifted; and reduced, but stable,
reserve levels.
In addition, if economic recovery leads to pledged revenue coverage
improving through stronger statewide hotel tax collections,
nonpledged reserve levels begin to be replenished, and ISFA
continues to request and receive state appropriations sufficient to
cover more than annual debt service requirements, S&P could
consider an upgrade.
The persistently weak statewide hotel tax revenue collections,
should they not improve as expected, could lead to further reserve
draws, and coronavirus variants could extend the weakened credit
profile. With pledged revenues down meaningfully year to date in
fiscal 2021, compared with the same period in fiscal 2020, the pace
of recovery in statewide hotel tax receipts could be slow and
lasting. Should ISFA need to further draw on reserves without a
plan to replenish them or fail to request a chairman's certificate
to fully cover debt service, S&P could revise the outlook to stable
or lower the rating.
INTERSTATE UNDERGROUND: Taps Armstrong Teasdale as Legal Counsel
----------------------------------------------------------------
Interstate Underground Warehouse and Industrial Park, Inc. seeks
approval from the U.S. Bankruptcy Court for the Western District of
Missouri to hire Armstrong Teasdale, LLP to serve as legal counsel
in its Chapter 11 case.
The firm's services include:
(a) providing legal advice with respect to the Debtor's
powers and duties in the continued operation of its affairs and
business;
(b) attending meetings and negotiating with representatives
of creditors and other parties in interest and advising and
consulting on the conduct of the case, including the legal and
administrative requirements of operating in Chapter 11;
(c) taking necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions commenced
under the Bankruptcy Code on its behalf, and objections to claims
filed against the estate;
(d) preparing and prosecuting legal papers;
(e) advising the Debtor with respect to restructuring
alternatives, including preparing and pursuing confirmation of a
Chapter 11 plan;
(f) appearing in court; and
(g) performing all other necessary legal services.
The firm's services include:
Partners $335 - $775 per hour
Of Counsel $300 - $575 per hour
Associates $225 - $405 per hour
Paralegals $110 - $305 per hour
Law Clerks $200 - $235 per hour
Richard Engel, Jr., Esq., a partner at Armstrong Teasdale,
disclosed in a court filing that his firm is a "disinterested
person" within the meaning of 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, Mr.
Engel disclosed that his firm has not agreed to a variation of its
standard or customary billing arrangements for its employment with
the Debtor, and that no professional in his firm has varied his
rate based on the geographic location of the Debtor's case.
The firm represented the Debtor during the 12-month period before
the petition date, using these hourly rates:
Partners $335 - $660 per hour
Of Counsel $300 - $575 per hour
Associates $225 - $405 per hour
Paralegals $110 - $305 per hour
Law Clerks $200 - $235 per hour
A budget and staffing plan has been discussed and approved among
the firm and the Debtor, according to the attorney.
Armstrong can be reached through:
Richard W. Engel, Jr., Esq.
Armstrong Teasdale LLP
7700 Forsyth Boulevard, Suite 1800
St. Louis, MO 63105
Telephone: (314) 621-5070
Facsimile: (314) 612-2242
Email: rengel@atllp.com
About Interstate Underground Warehouse
and Industrial Park
Interstate Underground Warehouse and Industrial Park, Inc. sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Mo. Case No. 21-40834) on July 1, 2021. In the petition signed
by Leslie Reeder, chief executive officer, the Debtor disclosed up
to $10 million in assets and up to $50 million in liabilities.
Judge Dennis R. Dow oversees the case. Pamela Putnam, Esq., at
Armstrong Teasdale, LLP is the Debtor's legal counsel.
INTERTAPE POLYMER: Egan-Jones Keeps BB Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 24, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Intertape Polymer Group.
Headquartered in Montreal, Canada, Intertape Polymer Group
manufactures polyolefin, plastic and paper-based packaging
products.
INVESTVIEW INC: Unit Reports Strong Record Growth Trend in Q1
-------------------------------------------------------------
Investview, Inc., through its subsidiary and global distribution
network iGenius delivers an ecosystem of leading-edge financial
technologies, services, and research that enable educated
participation in blockchain, AI, DeFi, and the global markets,
reports strong record growth trend for iGenius in the first
quarter.
"This was an all-around highly successful quarter for iGenius.
During the quarter, our strategies led to strong global customer
demand for our high-quality financial education tools, research,
and digital asset technology products. We also offered various
incentives and promotions that were well received and contributed
meaningfully to sales and customer growth for the quarter," said
Joe Cammarata, CEO.
"Investview, through our subsidiary iGenius, remains tightly
focused on our mission of making financial technology advances
available to the masses, with our most recent product and education
introduction of NDAU the world's first adaptive digital currency,
continues to be a key driving force behind the company's continued
growth trend," added Cammarata.
Applications such as Robinhood and Coinbase are creating millions
of self-directed investors looking to capitalize on the equities
and crypto markets. Many of these investors are inexperienced and
seek reliable education and training.
iGenius leverages a worldwide distribution network to provide
financial education, technology, and tools designed to help
self-directed retail investors succeed in the markets. With
subscribers in over 100 countries worldwide, iGenius gives
individuals access to knowledge that is typically only available to
the wealthy.
iGenius Operation: Growth Trend
Since Investview launched iGenius in January 2021, the growth has
been tremendous.
*Gross revenue in June is an estimated $5M compared to $1.7M in
January representing nearly 185% growth.
* Gross subscription revenue in June is an estimated $2.2M
compared to $1.1M in January representing a 100% increase.
* There were an estimated 3,970 new members added in June
compared
to 2,938 in January representing a 35% increase.
* Total iGenius memberships are up an estimated 64% since
January
According to iGenius President, Chad Garner, customer retention is
another key indicator of the value of the iGenius platform. He
said,
"The way people invest, manage, and exchange money is different
than it was 5 years ago. Self-directed investing, blockchain,
cryptocurrency, and online payment systems like Venmo are just a
few examples of how new financial technologies have disrupted the
old way of doing things. iGenius provides crucial access to
education and tools that allow members to stay on the cutting edge
of these changes. While we believe that our platform can help
anyone capitalize on these changes, we recognize how easy it is for
a new investor to get discouraged and quit as they learn a new
skill. iGenius has been able to maintain retention metrics that are
well above industry benchmarks by teaching our members that
investing is a marathon, not a sprint. Our members learn that it
takes continued and consistent effort to start building long term
wealth."
iGenius member, Miguel Vees Raposo shared his story about how the
iGenius education platform changed his life.
"It was important for me to find a company that reflected the same
morals that I was brought up with. iGenius gave me the right
information to change my situation."
iGenius continues to add education and services to its platform
with a dedication to providing self-directed investors access to
life changing information and products typically only made
available to large institutions.
About Investview
Headquartered in Salt Lake City, Utah, Investview, Inc., is a
diversified financial technology organization that operates through
its subsidiaries, to provide financial products and services to
individuals, accredited investors and select financial
institutions. As of March 31, 2021, the Company had $19.55 million
in total assets, $23.25 million in total liabilities, and a total
stockholders' deficit of $3.70 million.
Haynie & Company, in Salt Lake City, Utah, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated June 29, 2020, citing that the Company has suffered losses
from operations and its current cash flow is not enough to meet
current needs. This raises substantial doubt about the Company's
ability to continue as a going concern.
ION GEOPHYSICAL: Shareholders Approve Proposal to Declassify Board
------------------------------------------------------------------
ION Geophysical Corporation held its Annual Meeting of Stockholders
on June 23, 2021, at which the shareholders voted to approve an
amendment to the Company's Certificate of Incorporation to
declassify the Board of Directors and provide for annual election
of all directors, beginning with the Company's 2022 Annual Meeting.
Following such vote, on July 7, 2021, the Company filed the
amendment to the Certificate of Incorporation with the Secretary of
State of the State of Delaware to effect the Declassification
Amendment. Following this amendment, every director whose terms
expire in or after 2022 will stand for election for one-year terms
as opposed to three year terms.
In connection with the Declassification Amendment proposal, the
Board has adopted an amendment to the Bylaws, to declassify the
Board, which became effective upon the filing of the Amended and
Restated Certificate of Incorporation with the Secretary of State
of the State of Delaware.
About ION
Headquartered in Houston, Texas, ION -- http://www.iongeo.com-- is
an innovative, asset light global technology company that delivers
powerful data-driven decision-making offerings to offshore energy,
ports and defense industries. The Company is entering a fourth
industrial revolution where technology is fundamentally changing
how decisions are made. The Company provides its services and
products through two business segments -- E&P Technology & Services
and Operations Optimization.
ION Geophysical reported a net loss of $37.11 million for the year
ended Dec. 31, 2020, compared to a net loss of $47.21 million on
$174.68 million for the year ended Dec. 31, 2019. As of March 31,
2021, the Company had $189.65 million in total assets, $258.02
million in total liabilities, and a total deficit of $68.37
million.
Houston, Texas-based Grant Thornton LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company
had outstanding $120.6 million aggregate principal amount of its
9.125% Senior Secured Second Priority Notes, which mature on Dec.
15, 2021. The Notes, classified as current liabilities, caused the
Company's current liabilities to exceed its current assets by
$150.9 million and its total liabilities exceeds its total assets
by $71.1 million. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
* * *
As reported by the TCR on June 7, 2021, S&P Global Ratings raised
its issuer credit rating on U.S.-based marine seismic data company
ION Geophysical Corp. to 'CCC' from 'SD' (selective default). S&P
said, "Our 'CCC' rating reflects the company's unsustainable
leverage and the potential for a liquidity shortfall over the next
12 months. After a 30% year-over-year decline in its revenue in
2020 and a 49% sequential decline in the first quarter of 2021, ION
is highly dependent on an improvement in demand for offshore
seismic data to survive."
JDUB'S BREWING: Third Amended Plan Confirmed by Judge
-----------------------------------------------------
Judge Michael G. Williamson has entered an order confirming the
Third Amended Plan of Reorganization of JDub's Brewing Company,
LLC.
The Court finds that the Debtor's classification of American
Momentum Bank was an appropriate classification under 11 U.S.C.
Secs. 506(a) and 1122(a) with respect to Debtor's classification
and impairment of American Momentum Bank.
Accordingly, the Court (a) finds that under the particular facts
and circumstances of this case that the Joerger Release is fair,
necessary, and appropriate; (b) overrules American Momentum Bank's
and the U.S. Trustee's respective Objections regarding the Joerger
Release; and (c) approves the Joerger Release
Lastly, the U.S. Trustee objected to the "exculpatory" provisions
contained in Sec. 12.4 of the Mediated Plan because it mirrors the
protections afforded under 11 U.S.C. Sec. 1125(e). The U.S. Trustee
correctly notes that Sec. 1125(e) is not generally applicable in
cases under subchapter V. The U.S. Trustee's Objection is
sustained, and the "exculpatory" provision contained in Sec. 12.4
of the Mediated Plan is stricken.
American Momentum Bank's and the U.S. Trustee's respective
Objections are sustained with respect to the Professional Fee Lien,
and the Professional Fee Lien is not allowed.
A full-text copy of the Plan Confirmation Order dated July 6, 2021,
is available at https://bit.ly/3hSfF2j from PacerMonitor.com at no
charge.
Counsel for the Debtor:
David S. Jennis
Daniel E. Etlinger
Jennis Law Firm
606 East Madison Street
Tampa, FL 33602
Telephone: (813) 229-2800
Email: djennis@jennislaw.com
detlinger@jennislaw.com
About JDub's Brewing Company
JDub's Brewing Company, LLC, is a privately held company in the
beverage manufacturing industry.
The company sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No.20-02926) on April 6, 2020. In the
petition signed by CEO Jeremy Joerger, the company disclosed
$697,542 in assets and $1,687,781 in debt. Judge Michael G.
Williamson is assigned to the case. Daniel Etlinger, Esq., at
David Jennis, PA, d/b/a Jennis Law Firm, is serving as the Debtor's
counsel.
JEFFERIES GROUP: Egan-Jones Keeps BB Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 17, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Jefferies Group LLC.
Headquartered in New York, New York, Jefferies Group LLC provides
institutional brokerage services.
KATERRA INC: Gets Court Approval for Bankruptcy Sales of Units
--------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Katerra Inc. won court
approval to sell two of its business units out of bankruptcy, a
deal that will provide the failed construction startup about $2.6
million in cash and relief from future liabilities and overhead
expenses.
The privately negotiated deals, approved Thursday by Judge David
Jones of the U.S. Bankruptcy Court for the Southern District of
Texas, advance the struggling firm’s goal to quickly sell assets
to pay creditors.
An ownership group that operates real estate developer Onx Homes
bought Katerra's renovation business for $1 million in cash and $17
million in assumed liabilities.
About Katerra Inc.
Based in Menlo Park, Calif., Katerra Inc. is a Japanese-funded,
American technology-driven offsite construction company. Katerra
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. It 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 disclosed assets of between $500 million and $1
billion and liabilities of between $1 billion and $10 billion.
Judge David R. Jones oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as
bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment
banker; Alvarez & Marsal North America, LLC as financial and
restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk
LLC is the claims and noticing agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on June 22,
2021. The committee is represented by Fox Rothschild, LLP.
KATERRA INC: Seeks Approval to Hire Jackson Walker as Co-Counsel
----------------------------------------------------------------
Katerra, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Bankruptcy Court for the Southern District
of Texas to hire Jackson Walker, LLP to serve as conflicts counsel
and as co-counsel with Kirkland & Ellis, LLP.
The firm's services include:
-- providing legal advice on local rules, practices and
procedures, including Fifth Circuit law;
-- providing legal services in connection with administration of
the cases including, without limitation, preparing agendas, hearing
notices, witness and exhibit lists, and hearing binders of
documents and pleadings;
-- reviewing and commenting on proposed drafts of pleadings to be
filed with the Court;
-- at the request of the Debtors, appearing in court and at any
meeting with the U.S. trustee and creditors; and
-- providing legal advice on matters where Kirkland & Ellis may
have a conflict.
Matthew Cavenaugh, Esq., the primary attorney at Jackson Walker who
will be providing the services, will be paid at the rate of $825
per hour. The rates of other restructuring attorneys at the firm
range from $445 to $995 per hour while paraprofessional rates range
from $175 to $185 per hour.
The firm received a retainer in the amount of $378,210.
Jackson Walker provided the following in response to the request
for additional information set forth in Paragraph D.1 of the U.S.
Trustee Fee Guidelines:
Question: Did the firm agree to any variations from, or
alternatives to, the firm's standard billing arrangements for this
engagement?
Answer: No. The firm and the Debtors have not agreed to any
variations from, or alternatives to, the firm's standard billing
arrangements for this engagement. The rate structure provided by
the firm is appropriate and is not significantly different from (i)
the rates that the firm charges for other non-bankruptcy
representatives or (ii) the rates of other comparably skilled
professionals.
Question: Do any of the firm professionals in this engagement vary
their rate based on the geographical location of the Debtors'
Chapter 11 cases?
Answer: No. The hourly rates used by the firm in representing the
Debtors are consistent with the rates that the firm charges other
comparable Chapter 11 clients, regardless of the location of the
Chapter 11 case.
Question: If the firm has represented the Debtors in the 12 months
prepetition, disclose the firm's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If the firm's billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Answer: Mr. Cavenaugh's hourly rate is $825. The rates of other
restructuring attorneys at the firm range from $400 to $995 per
hour while the paraprofessional rates range from $175 to $185 per
hour. The firm represented the Debtors during the weeks immediately
before the petition date, using those hourly rates.
Question: Have the Debtors approved the firm's budget and staffing
plan, and if so, for what budget period?
Answer: The firm has not prepared a budget and staffing plan.
Mr. Cavenaugh disclosed in court filings that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Matthew D. Cavenaugh, Esq.
Jackson Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
About Katerra Inc.
Based in Menlo Park, Calif., Katerra Inc. is a Japanese-funded,
American technology-driven offsite construction company. Katerra
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. It 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 disclosed assets of between $500 million and $1
billion and liabilities of between $1 billion and $10 billion.
Judge David R. Jones oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as
bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment
banker; Alvarez & Marsal North America, LLC as financial and
restructuring advisor; and KPMG, LLP as tax consultant. Prime
Clerk LLC is the claims and noticing agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on June 22,
2021. The committee is represented by Fox Rothschild, LLP.
KBR INC: S&P Ups ICR to 'BB' on Successful Integration of Centauri
------------------------------------------------------------------
On July 8, 2021, S&P raised its issuer credit rating on
Houston-based government services provider KBR Inc. to 'BB' from
'BB-', with a stable outlook.
S&P said, "At the same time, we raised our ratings to 'BB' from
'BB-' on the company's first-lien credit facility and to 'BB-' from
'B+' on its senior unsecured notes, while retaining their recovery
ratings at '3' and '5', respectively. We also raised our rating to
'BBB-' from 'BB+' on the term loan at the company's Australian
subsidiary, while retaining its recovery rating at '1'.
"The stable outlook reflects our expectations that credit measures
will be consistent with the rating, with debt to EBITDA approaching
3x and funds from operations (FFO) to debt above 20% in 2022. We
anticipate that further improvement in credit measures could be
tempered by increased shareholder returns or debt-financed
acquisitions once leverage reaches this point.
"We believe the risk characteristics of KBR's business are
improving. KBR's acquisition of Centauri in 2020 represents an
increasing focus on differentiated high-value government solutions
(GS) business by adding military and intelligence space contracting
capabilities to the company's existing civilian and commercial
space portfolio. We expect GS to reach nearly $5 billion in annual
revenue this year, representing approximately 80% of the company's
total, supported by robust government spending. We view KBR's
sustainment and fulfillment business, which makes up about a
quarter of GS revenue, as relatively less differentiated.
Sustainable Technology Solutions comprises the remaining segment,
which serves customers in chemicals and energy processing
industries. While we view these end markets as more volatile than
the GS segment, it offers opportunities related to energy
transition. Separately, KBR has exited its legacy fixed-price,
lump-sum E&C business by ceasing new bidding activity and is
fulfilling its existing contracts, which we view as supportive of
the rating.
"Favorable fundamentals are buoying KBR's revenue growth,
supporting credit measure improvement. We estimate revenue growth
of 2%-4% in 2021 and 6%-8% in 2022, driven by contract awards
facilitated by Centauri's capabilities, which more than offset the
runoff of heritage E&C work. As of March 31, 2021, the company's
total backlog stood at $14.6 billion, of which about 84% is for GS,
representing 2.9x the segment's rolling-12-month revenues. Robust
defense budgets in the U.S. and key overseas markets, alignment of
KBR's capabilities with government spending priorities, such as
artificial intelligence, cybersecurity, trusted microelectronics
and space superiority, drive expected growth. We estimate the
company's margins will increase to above 9% this year from 6% in
2020 on the strength of the changing business mix. We view the
relative low proportion of fixed-price contracts in KBR's backlog
as a constraint on further potential margin improvement. We expect
growing revenue, earnings, and cash flow to support credit measure
improvement, with forecast leverage reaching 3.2x debt to EBITDA
and FFO to debt of 21% in 2022, compared to 3.5x and 20% in 2021,
respectively.
"Financial policy will likely determine further improvement in
credit measures. Amid favorable business dynamics and modest
capital investment requirements, we forecast that KBR will generate
free cash flow of more than $200 million annually in 2021 and 2022.
Management indicates its priorities are complementary acquisitions,
dividend growth commensurate with that of earnings, and
opportunistic share repurchases. We view debt repayment as
unlikely, and improvement in credit measures depends on growth and
financial policy. We note that management's stated net leverage
target of 2.5x-3x is consistent with the current rating, but that
we incorporate analytical adjustments, which result in weaker
credit measures relative to those calculated by management.
"The stable outlook reflects our expectation that credit measures
will be moderate, based on growth driven by robust defense spending
and opportunities provided by the acquisition of Centauri. We
expect debt to EBITDA be in the 3x-3.5x range and FFO to debt in
the low-20% area over the next 12 months.
"We could lower the rating on KBR if credit measures deteriorate
such that debt to EBITDA approaches 4x without a clear path to
improvement. This could occur if government spending declines, the
company loses major contracts, or engages in significant share
repurchases or acquisitions beyond our expectations.
"Although unlikely in the next 12 months, we could raise the rating
on KBR if the company expands its high-value government services
revenue base, and maintains debt to EBITDA in the low-3x area and
FFO to debt above 30%, and management commits to maintaining these
levels on a consistent basis."
KCIBT HOLDINGS: S&P Downgrades ICR to 'SD' on Term Loan Amendments
------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
KCIBT Holdings L.P. (CIBT) to 'SD' (selective default) from 'CCC'
and its issue-level ratings on its first- and second-lien term
loans due 2025 to 'D' (default) from 'CCC' and 'CC', respectively.
S&P intends to reassess the ratings on the company and its debt
over the next couple of weeks and anticipate raising its issuer
credit rating to the 'CCC' category at that time.
The downgrade follows the company's amendments to its first- and
second-lien term loans, which it completed on June 30, 2021. The
amendments allow CIBT to partially pay-in-kind the interest (4.25%
PIK/LIBOR +1.0% cash pay of the total 4.75% coupon) due on its
first-lien term loan until March 31, 2023, and waive the interest
payments due on its second-lien term loan until at least March 31,
2023. The company also extended the maturity date of the first-lien
facility to June 1, 2025, and the maturity date of the second-lien
term loan to Dec. 1, 2025. Furthermore, the amendments waived the
total leverage covenant on its facilities until Dec. 31, 2023, and
modified the minimum liquidity covenant.
S&P said, "We view the amendments as tantamount to a default
because CIBT's lenders will receive less than they were originally
promised due to the revision of the timing of the interest payments
and the deferral of the PIK interest payments. Given the steep
declines in the company's revenue stemming from the COVID-19
pandemic's effects on global travel volumes and our expectation
that the demand for business travel will remain well below
pre-pandemic levels for a number of years, we view the amendment as
distressed rather than opportunistic.
"We will reassess our ratings on CIBT and its debt in the coming
weeks to determine the risk of a conventional or selective default.
Our review will focus on the long-term viability of CIBT's capital
structure and liquidity position amid the difficult operating
conditions facing the global travel industry, as well as the risk
of a secular decline in the demand for global business travel."
Environmental, social, and governance (ESG) factors relevant to
this rating action:
-- Health and safety
LAMAR ADVERTISING: S&P Upgrades ICR to 'BB' on Revenue Recovery
---------------------------------------------------------------
S&P Global Ratings raised the issuer credit rating on Lamar
Advertising Co. to 'BB' from 'BB-'.
The stable outlook reflects S&P's expectation that Lamar's revenue
and EBITDA will continue to recover over the second half of 2021,
causing leverage to decline below 4.5x. It also reflects S&P's
expectation that the company will increase its dividend, capital
expenditure, and acquisition spending to pre-pandemic levels such
that the company's leverage will remain in the 4x-4.5x range over
the next few years.
Lamar is recovering faster than its peers because of its exposure
to small and midsize U.S. markets that were not as impacted by the
pandemic. The U.S. economy's recovery accelerated in the first half
of 2021 with support from government stimulus, which bodes well for
ad spending. In addition, increasing vaccination rates have allowed
more markets to reopen. S&P said, "We expect Lamar's revenue will
return to pre-pandemic levels ahead of its peers' (Outfront Media
Inc. and Clear Channel Outdoor Holdings Inc.) because it generates
more than 90% of its revenue from billboards in small and midsize
markets in the U.S., where social distancing restrictions were
lifted sooner and drivership levels have nearly returned to
pre-pandemic levels. While we don't expect the overall outdoor
advertising industry to exceed 2019 levels until 2023 (due to
transit advertising's longer road to recovery), we believe Lamar
will be within 5% of 2019 levels in 2021 and will exceed 2019
levels in 2022."
S&P said, "Lamar's leverage will decline below our 4.5x upgrade
threshold over the next six months. While the outdoor advertising
industry declined nearly 25% in 2020, Lamar's revenue declined
about 10.5% since its revenue composition and geographic footprint
were more insulated from the pandemic. The company's leverage only
spiked to 4.6x in 2020, from about 4.2x pre-pandemic. Lamar cut
back on compensation and commission-based costs and reduced its
variable lease expense, which decline if the company's displays
aren't generating revenue. The second quarter of 2020 was the low
point for the entire industry and Lamar's revenues drastically
improved over the second half of 2020 and into 2021. As the
industry continues to recover over the second half of 2021, we
expect the company's leverage will be comfortably within the
4x-4.5x range that it operated at pre-pandemic.
"We expect future deleveraging will depend mostly on EBITDA growth.
As Lamar's operating performance recovers from the recession, we
expect the company will return to using most of its cash flow to
fund shareholder distributions, digital billboard conversions, and
acquisitions. As a REIT, the company is required to distribute 90%
of its taxable REIT income to its shareholders. Although the
company had the flexibility to cut its dividend in half during the
pandemic, we expect it will increase its dividend toward its
pre-pandemic level as the business recovers. And though the company
reduced its growth capital expenditures (capex) and acquisition
activity in 2020 because of the pandemic and recession, we expect
the company will allocate more cash toward each in 2021. We also
expect the company could use debt to fund acquisitions, preventing
a material leverage reduction.
"The stable outlook reflects our expectation that Lamar's revenue
and EBITDA will continue to recover over the second half of 2021
with leverage declining below 4.5x. It also reflects our
expectation that the company will increase its dividend, capex, and
acquisition spending and the company's leverage will remain in the
4x-4.5x range over the next few years."
S&P could lower our rating on Lamar if it expects its leverage will
be sustained at about 4.5x. This could happen if:
-- A resurgence in the coronavirus pandemic causes another
economic downturn; or
-- The company aggressively pursues debt-financed acquisitions.
S&P could raise the rating if leverage improves below 3.5x on a
sustained basis, although it views this as unlikely given Lamar's
REIT status, which reduces its financial flexibility and ability to
repay debt. An upgrade would also require continued sustainable
revenue growth in the static and digital billboard segments because
of improved advertising yields.
LIQUIDMETAL TECHNOLOGIES: Lugee Li Quits as CEO, President
----------------------------------------------------------
Liquidmetal Technologies, Inc. reported that Professor Lugee Li,
Chairman of the Company's Board of Directors, has resigned as CEO
and president.
Citing the Company's readiness for the next phase of its
development and the ongoing restrictions on international travel,
Professor Li reiterated his support for the Company and its
management team.
Following Professor Li's resignation, the Board of Directors
appointed Mr. Tony Chung as interim CEO, and Mr. Isaac Bresnick as
president. Mr. Chung will take responsibility for the strategic
direction of the Company, while Mr. Bresnick will take
responsibility for its day-to-day operations and customer service.
Professor Li will stay on as the Company's Chairman.
Management Commentary
Professor Lugee Li, the Company's Chairman stated, "Liquidmetal
Technologies remains a world leader in developing and manufacturing
amorphous metal applications. Although I am stepping down from the
CEO role, as Chairman I am fully committed to accomplishing the
vision of the Company. I have full confidence that Tony and his
executive team are capable of taking the Company to the next phase
of development: bringing amorphous alloy technology more fully into
the marketplace."
"I thank the Board of Directors for this opportunity to fulfill
what I have known all along, throughout my many years with the
Company," Mr. Chung stated. "Our technology is revolutionary and
unmatched by any other. I will continue on the trajectory set by
Professor Li and will pursue every opportunity toward achieving our
goal of being at the forefront of amorphous alloy technology,
building our customer base, and increasing shareholder value."
"Professor Li has provided valuable direction over the past half
decade, and we would not be where we are now without him," Mr.
Bresnick stated. "Today, Liquidmetal has a strong, lean team of
dedicated experts. I am grateful for the opportunity to serve as
their President, and together, I believe we will make Liquidmetal a
success."
About Liquidmetal Technologies
Lake Forest, California-based Liquidmetal Technologies, Inc. --
http://www.liquidmetal.com-- is a materials technology company
that develops and commercializes products made from amorphous
alloys. The Company's family of alloys consists of a variety of
bulk alloys and composites that utilize the advantages offered by
amorphous alloys technology. The Company designs, develops and
sells products and custom parts from bulk amorphous alloys to
customers in a wide range of industries. The Company also partners
with third-party manufacturers and licensees to develop and
commercialize Liquidmetal alloy products.
Liquidmetal reported a net loss of $2.64 million for the year ended
Dec. 31, 2020, compared to a net loss of $7.43 million for the year
ended Dec. 31, 2019. As of March 31, 2021, the Company had $38.02
million in total assets, $1.33 million in total liabilities, and
$36.69 million in total shareholders' equity.
LOVES FURNITURE: Agree Says Exculpation Provision Inappropriate
---------------------------------------------------------------
Agree Limited Partnership objects to confirmation of the Plan of
Liquidation of Loves Furniture, Inc., d/b/a Loves Furniture and
Mattresses.
Agree is a creditor and party in interest in Debtor's Chapter 11
case. Agree, as lessor, and Debtor, as lessee, were parties to that
certain unexpired Lease Agreement, made as of May 29, 2020 (the
"Lease"), for certain non residential real property situated at and
commonly described as 41661 Ford Road, Canton, Michigan (the
"Premises").
Agree claims that the plain language of the Exculpation Provision
does not appear to be an attempt to exculpate or release US Assets
from its obligations to Agree pursuant to the Guaranty, which
Guaranty obligation arose prior to the Petition Date. However,
Agree files this Limited Objection out of an abundance of caution.
Agree concurs in and adopts that portion of the United States
Trustee's Objection to Confirmation of Debtor's Plan of Liquidation
that objects to and requests that the Exculpation Provision be
stricken from the Plan.
Agree points out that the Exculpation Provision of the Plan is
nonconsensual because the Ballot for the Plan provides no
opportunity for a creditor to "opt-out" of the Exculpation
Provision. Thus, any confirmation of the Plan would make the
Exculpation Provision, if not stricken, binding on creditors.
Agree requests that the Court deem the Exculpation Provision to be
impermissible and inappropriate and strike the same from the Plan,
and grant to Agree such other and further relief as may be just and
appropriate in the circumstances.
A full-text copy of Agree's objection dated July 6, 2021, is
available at https://bit.ly/3e1DbZI from Stretto, the claims
agent.
Attorneys for Agree Limited:
HONIGMAN LLP
Lawrence A. Lichtman (P35403)
2290 First National Building
660 Woodward Avenue
Detroit, MI 48226-3506
Telephone: (313) 465-7590
Facsimile: (313) 465-7591
Email: llichtman@honigman.com
About Loves Furniture
Loves Furniture Inc. -- http://www.lovesfurniture.com/-- is a
furniture retailer that sells furniture, mattresses, home décor
and appliances. It conducts business under the name Loves
Furniture and Mattresses.
Loves Furniture sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to
have $10 million to $50 million in assets and liabilities at the
time of the filing.
Judge Thomas J. Tucker oversees the case.
The Debtor tapped Butzel Long, A Professional Corporation, led by
Max J. Newman, Esq., as legal counsel; B. Riley Advisory Services
as financial advisor; and Stretto as claims and noticing agent.
On Jan. 14, 2021, the U.S. Trustee for Region 9 appointed an
official committee of unsecured creditors. The committee tapped
Foley & Lardner LLP as its legal counsel and Conway Mackenzie, LLC
as its financial advisor.
LOVES FURNITURE: Penske Says It's Owed $2.99M, Opposes Plan
-----------------------------------------------------------
Penske Logistics LLC objects to the First Amended Combined Plan of
Liquidation And Disclosure Statement filed by Loves Furniture,
Inc., d/b/a Loves Furniture and Mattresses.
Penske holds an allowed secured claim in an amount not less than
$2,993,303.41, secured by liens in Debtor property that appear to
exceed that amount. As such, Penske is entitled to either payment
in full on the effective date or continuing liens in the Debtor's
cash and deferred payments equal to the Penske Claim plus
appropriate interest.
Penske claims that the Plan misstates the amount of the Penske
Claim and impermissibly limits recovery to only one source of
security provided to Penske. The Plan fails to provide appropriate
priority treatment to any remaining unsecured portion of the Penske
Claim.
Penske points out that the Plan inaccurately represents that the
Penske Claim is in the amount of $1,608,893. Penske currently holds
an allowed secured claim in an amount not less than $2,993,303.41.
Penske asserts that the Plan seeks to impermissibly limit
distributions on account of the Penske Claim to whatever amount is
in the Penske Cash Collateral Account. According to the last report
received from the Debtor's financial advisor on June 30, 2021, the
Penske Cash Collateral Account has been fully funded to $1,851,000.
That amount is insufficient to pay the Penske Claim.
Penske further asserts that the Court should deny confirmation of
the Debtor's Plan because it does not provide Penske with the claim
and recovery to which it is entitled. Penske holds an allowed,
secured claim in this case, apparently fully secured in the
Debtor's cash and future receipt of proceeds under the SCA.
A full-text copy of Penske's objection dated July 6, 2021, is
available at https://bit.ly/36oA2Ph from Stretto, the claims agent.
Attorneys for Penske Logistics:
FAEGRE DRINKER BIDDLE & REATH LLP
Jay Jaffe, Esq.
191 N. Wacker Drive, Suite 3700
Chicago, Illinois 60606
Tel: (312) 569-1000
Fax: (312) 569-3000
Jay.Jaffe@faegredrinker.com
About Loves Furniture
Loves Furniture Inc. -- http://www.lovesfurniture.com/-- is a
furniture retailer that sells furniture, mattresses, home décor
and appliances. It conducts business under the name Loves
Furniture and Mattresses.
Loves Furniture sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to
have $10 million to $50 million in assets and liabilities at the
time of the filing.
Judge Thomas J. Tucker oversees the case.
The Debtor tapped Butzel Long, A Professional Corporation, led by
Max J. Newman, Esq., as legal counsel; B. Riley Advisory Services
as financial advisor; and Stretto as claims and noticing agent.
On Jan. 14, 2021, the U.S. Trustee for Region 9 appointed an
official committee of unsecured creditors. The committee tapped
Foley & Lardner LLP as its legal counsel and Conway Mackenzie, LLC
as its financial advisor.
LOVES FURNITURE: STORE Opposes First Amended Plan & Disclosures
---------------------------------------------------------------
STORE Master Funding XII, LLC ("STORE Master"); STORE SPE AVF I
2017- 1, LLC ("STORE AVF I"); STORE SPE AVF II 2017-2, LLC ("STORE
AVF II") and STORE Capital Acquisitions, LLC ("STORE Capital" and
together with STORE Master, STORE AVF I, and STORE AVF II, "STORE")
object to the First Amended Combined Plan of Liquidation and
Disclosure Statement filed by Loves Furniture, Inc., d/b/a Loves
Furniture and Mattresses.
Pursuant to the Amended Plan, Loves lists "the Secured Claims of
STORES" at $2.6 million. Loves, apparently, is referring to STORE
Capital's secured claim and, apparently, bases this $2.6 million
amount on its valuation of the inventory located in the Premises on
the Petition Date.
STORE points out that Loves provides no analysis or method of
calculation for this valuation of the inventory, does not
specifically state whether the value of inventory in the Premises
on the Petition Date is indeed the basis for its valuation of STORE
Capital's secured claim while STORE Capital is secured by among
other things, the inventory located in the Premises.
STORE asserts that Loves provides no justification for the value it
assigns to STORE Capital's secured claim. STORE, and indeed any
other creditor, is left to assume the basis for the asserted claim
amount.
STORE further asserts that the Amended Plan does not comply with
Section 1129 and cannot be confirmed without support for the
purported value of STORE Capital's secured claim.
STORE states that without a valuation, or even some basis for
understanding how Loves values STORE Capital's collateral, it is
impossible to determine if Loves is accounting for the full amount
of STORE Capital's secured claim.
A full-text copy of STORE's objection dated July 6, 2021, is
available at https://bit.ly/2VlpEFL from Stretto, the claims agent.
Counsel for STORE:
David M. Blau
CLARK HILL PLC
Telephone: 248.988.1817
Facsimile: 248.988.2336
E-mail: dblau@clarkhill.com
- and -
Craig Solomon Ganz
Michael A. DiGiacomo
BALLARD SPAHR LLP
1 E. Washington Street, Suite 2300
Phoenix, AZ 85004
Telephone: (602) 798-5400
Facsimile: (602) 798-5595
E-mail: ganzc@ballardspahr.com
E-mail: digiacomom@ballardspahr.com
About Loves Furniture
Loves Furniture Inc. -- http://www.lovesfurniture.com/-- is a
furniture retailer that sells furniture, mattresses, home décor
and appliances. It conducts business under the name Loves
Furniture and Mattresses.
Loves Furniture sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to
have $10 million to $50 million in assets and liabilities at the
time of the filing.
Judge Thomas J. Tucker oversees the case.
The Debtor tapped Butzel Long, A Professional Corporation, led by
Max J. Newman, Esq., as legal counsel; B. Riley Advisory Services
as financial advisor; and Stretto as claims and noticing agent.
On Jan. 14, 2021, the U.S. Trustee for Region 9 appointed an
official committee of unsecured creditors. The committee tapped
Foley & Lardner LLP as its legal counsel and Conway Mackenzie, LLC
as its financial advisor.
MACY'S INC: Egan-Jones Keeps CCC+ Sr. Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on June 22, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Macy's, Inc. EJR also maintained its 'B' rating on
commercial paper issued by the Company.
Headquartered in New York, New York, Macy's, Inc. operates
department stores in the United States.
MATLINPATTERSON GLOBAL: Gets Court Chapter 11 Stay Order
--------------------------------------------------------
Law360 reports that bankrupt distressed company investment fund
MatlinPatterson received approval Thursday, July 8, 2021, from a
New York federal judge for an order enforcing the Chapter 11
automatic stay that the debtor said it needed to pause actions
against it in foreign jurisdictions.
During a virtual first-day hearing, U.S. Bankruptcy Judge David S.
Jones said he was initially reluctant to approve such an order
because he didn't see an immediate need for it. But he agreed to do
it with certain caveats after hearing from MatlinPatterson Global
Opportunities Partners II LP about its concerns related to pending
Brazilian lawsuits.
About MatlinPatterson Global
MatlinPatterson Global Opportunities Partners II L.P. ("MP
Delaware") and MatlinPatterson Global Opportunities Partners
(Cayman) II L.P. ("MP Cayman") are private investment funds
structured as limited partnership entities organized in the
State of Delaware and the Cayman Islands, respectively, which
together comprise MatlinPatterson Global Opportunities Fund II.
The MP Funds (along with the other Debtors) are headquartered in
New York.
The MP Funds were formed in 2003 and together closed their capital
raising in 2004 with $1.65 billion in capital commitments. The MP
Funds specialize in distressed investing.
The MP Funds have reached the end of their life and the time has
come for an orderly distribution of their remaining assets to their
investors after addressing all of their remaining legitimate
liabilities. The Debtors' efforts, however, have been hamstrung by
several litigations filed abroad.
The Debtors accordingly have filed Chapter 11 cases to prevent
these meritless foreign litigations from undermining U.S. law in
respect of the Debtors' U.S. assets, and to effect an orderly,
consolidated dissolution and distribution of those U.S. assets to
their legitimate stakeholders.
MP Delaware and MP Cayman sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No 21-11255) on July 6, 2021. The cases are
handled by Honorable Judge David S. Jones. Simpson Thacher &
Bartlett, LLP, is the Debtors' counsel.
As of June 30, 2021, the Debtors' assets are comprised principally
of $142 million in cash, all of which is held in bank accounts in
the United States. The Debtors estimated liabilities of $10
million to $50 million as of the bankruptcy filing.
MBIA INC: Egan-Jones Keeps CCC Senior Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on June 16, 2021, maintained its 'CCC'
foreign currency and local currency senior unsecured ratings on
debt issued by MBIA Inc. EJR also maintained its 'C' rating on
commercial paper issued by the Company.
Headquartered in Purchase, Harrison, New York, MBIA Inc. provides
financial guarantee insurance and other forms of credit
protection.
MEDLEY LLC: Unsecureds to Get Share of GUC Pool in Plan
-------------------------------------------------------
Medley LLC filed with the U.S. Bankruptcy Court for the District of
Delaware a Combined Disclosure Statement and Chapter 11 Plan of
Reorganization dated July 6, 2021.
The Combined Disclosure Statement and Plan is premised upon
maximizing the remaining value of the Debtor's assets. The Debtor
has three primary assets: (i) cash on hand, (ii) income stream
generated from the Remaining Company Contracts, less the costs of
operations, and (iii) Causes of Action, including potential claims
against certain current and former Insiders. On the Effective Date,
the Liquidating Trust will be established for the benefit of
creditors holding Allowed Claims, and the Debtor will transfer all
cash on hand and the right to the Causes of Action, including the
net proceeds from the Causes of Action, all of which will be vested
in and retained by the Liquidating Trust.
Additionally, on the Effective Date, the Debtor will transfer its
right to all equity distributions from its non-Debtor subsidiaries
which result from the non-Debtors' continued performance under the
Remaining Company Contracts, and such right will vest and be
retained by the Liquidating Trust. All distributions on account of
Allowed Claims will be paid from the Liquidating Trust, which shall
be funded on the Effective Date from the Debtor's cash on hand.
By agreement of the Debtor and Sierra Income Corporation, the
Combined Disclosure Statement and Plan provides for Retention Plan
for the Company's employees who provide services to the Company's
customers. Were the employees to leave, the Company's contracts
with Sierra and other non-Debtor parties would automatically
terminate. Accordingly, without including Cash currently held by
the Debtor or the proceeds of the Causes of Action, the Debtor
anticipates that the Remaining Company Contracts will provide at
least $7 million through the end of the year, all of which will be
vested in the Liquidating Trust.
Class 1 consists of all Secured Claims. Each holder of an Allowed
Secured Claim shall receive, at the option of the Debtor and in its
sole discretion: (i) payment in full in Cash of its Allowed Secured
Claim; (ii) the collateral securing its Allowed Secured Claim;
(iii) Reinstatement of its Allowed Secured Claim; or (iv) such
other treatment rendering its Allowed Secured Claim Unimpaired in
accordance with section 1124 of the Bankruptcy Code.
Class 2 consists of all Other Priority Claims. Each holder of an
Allowed Other Priority Claim shall receive treatment in a manner
consistent with section 1129(a)(9) of the Bankruptcy Code.
Class 3 consists of all Notes Claims. On the Effective Date, the
Notes Claims shall be Allowed in full, including accrued and unpaid
interest, fees, costs, and expenses plus any and all other amounts
owed under Notes Indentures. Each holder of an Allowed Notes Claim
shall receive a pro rata share of the Unsecured Claims Pool.
Class 4 consists of all General Unsecured Claims. Each holder of an
Allowed General Unsecured Claim shall receive a pro rata share of
the Unsecured Claims Pool.
Class 6 consists of all Interests. Each holder of an Interest shall
retain such Interest, except that on the Effective Date, the Debtor
shall issue and transfer a 1% membership interest in the Debtor to
the Liquidating Trust; provided that any economic rights related to
the Interests shall transfer and vest in the Liquidation Trust and
be included in the Unsecured Claims Pool.
Further, nothing in the Combined Disclosure Statement and Plan
shall amend or alter the Fifth Amended and Restated Limited
Liability Agreement, which, among other things, provide that the
business, property and affairs of the Debtor shall be managed under
the sole, absolute and exclusive direction of the Michelle Dreyer
as the Debtor's Independent Manager. Further, Ms. Dreyer's
authority as Independent Manager may not be amended or modified
absent an Order of the Court for good cause shown, after notice of
no less than 28 days and an opportunity for hearing.
By and through the Combined Disclosure Statement and Plan, the
Debtor's interest in proceeds from the Remaining Company Contracts
will be assigned to the Liquidating Trust and the Debtor expects
that the net proceeds of the Remaining Company Contracts will
provide a significant recovery to Allowed Claims.
A full-text copy of the Combined Plan and Disclosure Statement
dated July 6, 2021, is available at https://bit.ly/3kb4aFQ from
Kurtzman Carson Consultants, LLC, the claims agent.
Counsel for the Debtor:
Jeffrey R. Waxman
Eric J. Monzo
Brya M. Keilson
Morris James, LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Tel: 302.888.5848
Fax: 302.504.3953
E-mail: emonzo@morrisjames.com
E-mail: jwaxman@morrisjames.com
E-mail: bkeilson@morrisjames.com
About Medley LLC
Medley LLC, through its direct and indirect subsidiaries, including
Medley Capital LLC, is an alternative asset management firm
offering yield solutions to retail and institutional investors. It
provides investment management services to a permanent capital
vehicle, long-dated private funds, and separately managed accounts,
and serves as the general partner to the private funds. Medley is
headquartered in New York City and incorporated in Delaware.
As of Sept. 30, 2020, Medley had $3.4 billion of assets under
management in two business development companies, Medley Capital
Corporation (NYSE: MCC) and Sierra Income Corporation, and several
private investment vehicles. Over the past 18 years, Medley has
provided capital to over 400 companies across 35 industries in
North America.
Medley filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 21-10526) on March 7, 2021. The Debtor disclosed $5,422,369 in
assets and $140,752,116 in liabilities as of March 2, 2021.
The Debtor tapped Lowenstein Sandler LLP and Morris James LLP as
bankruptcy counsel, Eversheds Sutherland (US) LLP as special
counsel, B. Riley Securities Inc. as investment banker, and
Andersen Tax LLC as tax accountant. Corporation Service Company
serves as the Debtor's independent manager. Kurtzman Carson
Consultants, LLC is the claims agent, maintaining the page
https://www.kccllc.net/medley
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on April 22, 2021. The committee is
represented by Potter Anderson & Corroon, LLP and Kelley Drye &
Warren, LLP.
MOBITV INC: Unsecured Creditors to Recover 11.8% to 23.5% in Plan
-----------------------------------------------------------------
Debtors MobiTV, Inc. and MobiTV Service Corporation, together with
the official committee of unsecured creditors (the "Committee," and
together with the Debtors, the "Plan Proponents"), propose a
Combined Disclosure Statement and Plan dated July 6, 2021.
The Combined Disclosure Statement and Plan contemplates the
establishment of a liquidation trust by and through which the
Liquidation Trustee will marshal the remaining Assets of the
Estates, review Claims, and make Distributions from such Assets to
Holders of Allowed Claims consistent with the priority provisions
of the Bankruptcy Code.
The Combined Disclosure Statement and Plan implements the
Prepetition Lender Settlement, which contemplates, inter alia, the
enforcement of the Subordination Agreements with respect to the
Subordinated Notes and reallocation of any Distributions on account
of the Prepetition Lender Deficiency Claim to certain beneficiaries
of the Liquidation Trust. The Prepetition Lender Settlement
increases the estimated recoveries to Holders of Allowed General
Unsecured Claims (other than the Prepetition Lender and the
Subordinated Note Parties) from 6.3% - 9.7% under chapter 7 to
11.8% - 23.5% under the Plan.
The Prepetition Lender Settlement provides for, inter alia, (i) the
stipulated allowance of the Prepetition Lender Deficiency Claim as
a General Unsecured Claim in the amount of $11,300,922 in
settlement of any and all Claims the Prepetition Lender may hold
against the Debtors' Estates, (ii) the allocation of any
Distributions or payments on account of the Prepetition Lender
Deficiency Claim to the Liquidation Trust and the beneficiaries
thereof, (iii) certain mutual releases among the parties to the
Prepetition Lender Settlement, (iv) the enforcement of the
Subordination Agreements, (v) the assignment of the Subordination
Agreements to the Debtors' Estates or successor, (vi) an agreement
among the parties thereto that the Prepetition Lender would support
a chapter 11 plan which was consistent with the Prepetition Lender
Settlement, and (vii) certain related terms.
Each Holder of an Allowed Class 1 Claim, at the option of the
Liquidation Trustee, shall receive in full and final satisfaction,
settlement, and release of and in exchange for such Allowed Class 1
Claim: (A) return of the collateral securing such Allowed Secured
Claim; or (B) Cash equal to the amount of such Allowed Secured
Claim; or (C) such other treatment which the Plan Proponents and
the Holder of such Secured Claim have agreed upon in writing. This
Class has 100% estimated recovery.
Each Holder of an Allowed Priority Unsecured Non-Tax Claim at the
option of the Liquidation Trustee, shall receive in full and final
satisfaction, settlement, and release of and in exchange for such
Allowed Class 2 Claim: (A) Cash equal to the amount of such Allowed
Priority Unsecured Non-Tax Claim; or (B) such other treatment which
the Liquidation Trustee and the Holder of such Allowed Priority
Unsecured Non-Tax Claim have agreed upon in writing. This Class has
100% estimated recovery.
Class 3 consists of General Unsecured Claims with $14.4 million -
$23.8 million approximate amount and 11.8%-23.5% estimated
recovery. After satisfaction in full of all Administrative Expense
Claims, Allowed Professional Fee Claims, Allowed Priority Tax
Claims, Allowed Secured Claims, and Allowed Priority Unsecured
Non-Tax Claims, each Holder of an Allowed General Unsecured Claim
shall receive its Pro Rata share of the Distributable Cash or such
other treatment as may be agreed upon by such Holder and the
Liquidation Trustee.
On the Effective Date, all Intercompany Claims in Class 4 shall be
deemed canceled, extinguished and of no further force or effect.
Holders of Intercompany Claims in Class 4 shall not be entitled to
receive or retain any property on account of such Class 4 Claims.
On the Effective Date, all Interests shall be deemed canceled,
extinguished and of no further force or effect, and the Holders of
Interests shall not be entitled to receive or retain any property
on account of such Interests.
A full-text copy of the Disclosure Statement dated July 6, 2021, is
available at https://bit.ly/2T0kAG2 from Stretto, the claims
agent.
Counsel for the Debtors:
Jason H. Rosell, Esq.
Pachulski Stang Ziehl & Jones LLP
150 California Street, 15th Floor
San Francisco, CA 94111-4500
Tel: 415-263-7000
Fax: 415-263-7010
E-mail: rpachulski@pszjlaw.com
About MobiTV Inc.
Founded in 2000, MobiTV is the first company to bring live and
on-demand television to mobile devices and is a leader in
application-based television and video delivery solutions. MobiTV
provides end-to-end internet protocol streaming television services
via a proprietary cloud-based, white-label application.
On March 1, 2021, MobiTV Inc. and MobiTV Service Corporation filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10457).
MobiTV Inc. estimated at least $10 million in assets and $50
million to $100 million in liabilities as of the filing.
FTI Consulting, Inc. and FTI Capital Advisors LLC have been
retained as the Debtors' financial advisor and investment banker to
assist in negotiation of strategic options. Pachulski Stang Ziehl &
Jones LLP and Fenwick & West LLP serve as the Debtors' legal
counsel. Stretto is the claims agent, maintaining the page
https://cases.stretto.com/MobiTV.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on March 15, 2021. The committee
tapped Fox Rothschild, LLP and PricewaterhouseCoopers, LLP as its
legal counsel and financial advisor, respectively.
MONAKER GROUP: Completes Name Change to NextPlay Technologies
-------------------------------------------------------------
Monaker Group, Inc. will trade under its new name, NextPlay
Technologies, Inc. and Nasdaq ticker symbol, NXTP. The new stock
CUSIP number will be 65344G102.
The new name follows the earlier announced completed acquisition of
HotPlay Enterprise Limited, provider of in-game, AI-powered
advertising technology and online-to-offline couponing solutions
with a hyper-local insertion capability.
The acquisition further expanded NextPlay's growing digital
ecosystem that now includes AI-powered AdTech, Digital Connected TV
(with reach to more than 50 million end-users), travel, gaming,
FinTech and cryptocurrency banking.
Unlike any other solution available in the market today, NextPlay
leverages its powerful digital platform to connect companies and
brands with consumers across multiple interactive media channels,
including SmartTVs, PCs, laptops, tablets, and smartphones.
"Our new name reflects our evolution from a travel business into an
innovative next-generation, global technology solutions company
with proprietary platforms monetizing products and brands across
multiple digital media channels," stated NextPlay co-CEO, William
Kerby.
"As the result of several successful strategic acquisitions over
the past year, our offerings now include high-margin,
revenue-generating AdTech, Connected TV, and blockchain solutions
capable of reaching global consumers through virtually all
connected devices. We are now focused on leveraging the tremendous
synergies among our digital platforms to take advantage of the vast
opportunities for growth and expansion ahead."
Current shareholders do not need to take any action regarding the
name or ticker symbol change. The company's new website at
www.nextplaytechnologies.com is planned for launch by July 12,
2021.
About NextPlay Technologies
NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
is a technology solutions company offering gaming, in-game
advertising, crypto-banking, connected TV and travel booking
services to consumers and corporations within a growing worldwide
digital ecosystem. NextPlay's engaging products and services
utilize innovative AdTech, Artificial Intelligence and Fintech
solutions to leverage the strengths and channels of its existing
and acquired technologies. For more information about NextPlay
Technologies, visit www.nextplaytechnologies.com and follow us on
Twitter @NextPlayTech and LinkedIn.
Monaker Group reported a net loss of $16.51 million for the year
ended Feb. 28, 2021, compared to a net loss of $9.45 million for
the year ended Feb. 29, 2020. As of Feb. 28, 2021, the Company had
$25.99 million in total assets, $6.83 million in total liabilities,
and $19.16 million in total stockholders' equity.
Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 7, 2021, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern.
NABORS INDUSTRIES: Unit Signs Deal to Acquire Intellectual Property
-------------------------------------------------------------------
Nabors Energy Transition Solutions LLC, a wholly owned subsidiary
of Nabors Industries Ltd., entered into an agreement to acquire or
license certain intellectual property targeted toward carbon
footprint reduction, including carbon capture. As partial
consideration, Nabors has agreed to issue the seller a number of
Nabors common shares, par value $0.05 per share equal to $16.4
million divided by the average of the volume weighted average price
of the Common Shares for the (i) ten trading days ended two
business days before the Effective Date and (ii) the ten trading
days ending two business days before the closing date of the
Initial Transaction. All of the Common Shares to be issued in the
Initial Transaction will be pledged to a subsidiary of Nabors for a
period of time to satisfy potential indemnity claims under the
Initial Agreement, with one-half of the Common Shares also being
pledged for a period of time to satisfy certain earnout
conditions.
Also on the Effective Date, NETS entered into an agreement with the
same seller to acquire or license (at NETS election) additional
intellectual property related to carbon emissions reduction. As
consideration, the Company has agreed to issue (i) a number of
Common Shares equal to $7.5 million divided by the volume weighted
average price of the Common Shares for the ten trading days ending
two business days prior to closing date of the Additional
Transaction and (ii) a number of Common Shares equal to $7.5
million divided by the volume weighted average price of the Common
Shares for the ten trading days ending two business days before
certain earnout conditions are met. All of the Common Shares to be
issued in the Additional Transaction will be pledged to a
subsidiary of Nabors for a period of time to satisfy potential
indemnity claims under the Additional Agreement and to satisfy
certain earnout conditions.
The Common Shares to be issued in the Transactions will be issued
to an accredited investor pursuant to Rule 506 promulgated under
the Securities Act of 1933, as amended. The number of Common
Shares to be issued in the Transactions cannot be determined at
this time.
About Nabors
Nabors (NYSE: NBR) owns and operates land-based drilling rig fleets
and provides offshore platform rigs in the United States and
several international markets. Nabors also provides directional
drilling services, tubular services, performance software, and
innovative technologies for its own rig fleet and those of third
parties. Leveraging advanced drilling automation capabilities,
Nabors highly skilled workforce continues to set new standards for
operational excellence and transform the industry.
Nabors reported a net loss attributable to common shareholders of
$820.25 million for the year ended Dec. 31, 2020, compared to a net
loss attributable to common shareholders of $720.13 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$5.50 billion in total assets, $3.80 billion in total liabilities,
$442.84 million in redeemable noncontrolling interest in
subsidiary, and $1.25 billion in total equity.
* * *
As reported by the TCR on Dec. 14, 2020, S&P Global Ratings raised
its issuer credit rating on U.S.-based onshore drilling contractor
Nabors Industries Ltd. to 'CCC+' from 'SD', reflecting its
assessment of the company's credit risk following the debt
exchange.
Also in December 2020, Fitch Ratings downgraded the Issuer Default
Rating (IDR) for Nabors Industries, Ltd. and Nabors Industries,
Inc. (collectively, Nabors) to 'RD' from 'C' upon the completion of
the company's exchange of senior unsecured notes for new senior
unsecured priority guaranteed notes. Fitch deemed the exchange as
a distressed debt exchange (DDE) under its criteria.
NATHAN'S FAMOUS: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 18, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Nathan's Famous, Inc. EJR also upgraded the rating
on commercial paper issued by the Company to B from C.
Headquartered in Jericho, New York, Nathan's Famous, Inc. operates,
franchises, and licenses Nathan's Famous, Miami Subs, Kenny Rogers
Roasters, and Arthur Treachers Fish & Chips fast-food restaurants.
NAVISTAR INTERNATIONAL: Egan-Jones Keeps CCC+ Sr. Unsec. Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 18, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Navistar International Corporation. EJR also
upgraded the rating on commercial paper issued by the Company to B
from C.
Headquartered in Lisle, Illinois, Navistar International
Corporation manufactures and markets medium and heavy trucks,
school buses, mid-range diesel engines, and service parts.
NCR CORPORATION: Egan-Jones Keeps B- Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 22, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by NCR Corporation. EJR also maintained its 'B' rating
on commercial paper issued by the Company.
Headquartered in Atlanta, Georgia, NCR Corporation manufactures
financial transaction machines and other products.
NEPHROS INC: Reports Preliminary Results for Second Quarter of 2021
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Nephros, Inc. disclosed that revenue for the quarter ended June 30,
2021 is expected to be approximately $2.2 million, a year-over-year
increase of over 40%. In addition, the Company submitted its HDF
Assist Module for FDA 510(k) clearance.
"We are very pleased with the results of the second quarter," said
Andy Astor, chief executive officer of Nephros. "Revenue growth
seems to be returning to pre-pandemic levels. In addition, revenue
for the six months ended June 30, 2021 is expected to be over $5
million, a 20% increase over the same periods in 2020 and 2019,
which we believe puts us in a strong position going into the second
half of the year."
Mr. Astor continued, "We are also beginning to see revenue growth
in our Pathogen Detection Systems (PDS) business segment, which
produced over $50,000 in net revenue this quarter from on-site
testing services in conjunction with larger microbiological
remediation efforts."
"Of further note, in late June, our Specialty Renal Products (SRP)
subsidiary submitted its Traditional 510(k) application for
clearance of our second-generation HDF Assist Module. Pending this
FDA clearance, SRP is preparing for commercial launch at a limited
number of dialysis clinics."
Nephros ended the second quarter with approximately $8.3 million in
cash on a consolidated basis.
Nephros will formally announce its second-quarter results on
Thursday, Aug. 5, 2021, and will host a conference call that same
day at 4:30 p.m. ET.
About Nephros
South Orange, New Jersey-based Nephros -- www.nephros.com -- is a
water technology company in medical and commercial water
purification and pathogen detection.
Nephros reported a net loss of $4.53 million for the year ended
Dec. 31, 2020, compared to a net loss of $3.18 million for the year
ended Dec. 31, 2019. As of March 31, 2021, the Company had $17.94
million in total assets, $2.40 million in total liabilities, and
$15.54 million in total stockholders' equity.
NORDSTROM INC: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 15, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Nordstrom, Inc. EJR also upgraded the rating on
commercial paper issued by the Company to B from C.
Headquartered in Seattle, Washington, Nordstrom, Inc. is a fashion
retailer of apparel, shoes, and accessories for men, women, and
children.
OFS INTERNATIONAL: Seeks to Hire Porter Hedges as Legal Counsel
---------------------------------------------------------------
OFS International, LLC and its affiliates seek approval from the
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Porter Hedges, LLP to serve as legal counsel in their
Chapter 11 cases.
The firm's services include:
a. providing legal advice with respect to the Debtors' rights
and duties and the continued operations of their business;
b. assisting the Debtors in analyzing their capital structure,
investigating the extent and validity of liens, analyzing cash
collateral stipulations and representing them in contested
matters;
c. advising the Debtors on cash collateral or post-petition
financing transactions;
d. assisting the Debtors in the formulation of a disclosure
statement and plan of reorganization and in obtaining confirmation
and consummation of the plan;
e. assisting the Debtors in any manner relevant to preserving
and protecting their estates;
f. investigating and prosecuting preference, fraudulent
transfer and other actions arising under the Debtors' bankruptcy
avoiding powers;
g. preparing legal papers and appearing in court;
h. assisting the Debtors in administrative matters;
i. representing the Debtors in any litigation matter;
j. advising the Debtors on general corporate matters; and
k. performing all other legal services for the Debtors which
may be necessary and proper in these proceedings;
The firm's hourly rates are as follows:
Partners $500 - $950 per hour
Counsel $300 - $825 per hour
Associates $420 - $700 per hour
Paraprofessionals $200 - $380 per hour
Porter Hedges received retainer fees in the total amount of
$300,000.
Joshua Wolfshohl, Esq., a partner at Porter Hedges, disclosed in
court filings that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joshua W. Wolfshohl, Esq.
Aaron J. Power, Esq.
Megan Young-John, Esq.
Porter Hedges LLP
1000 Main Street, 36th Floor
Houston, Texas 77002
Tel: (713) 226-6000
Fax: (713) 226-6248
Email: jwolfshohl@porterhedges.com
apower@porterhedges.com
myoung-john@porterhedges.com
About OFS International
OFS International, LLC is a provider of oil and gas production and
processing equipment and services, with its headquarters in
Houston, Texas, and operations in the Permian, Barnett and
Marcellus regions. It provides field services, inspections,
couplings, threading and accessories to the oil and gas industry.
OFS International and affiliates, OFSI Holding LLC and Threading
and Precision Manufacturing LLC, sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 21-31784) on May 31, 2021. In the
petition signed by chief financial officer Alexey Ratnikov, OFS
International disclosed assets of between $10 million and $50
million and liabilities of between $50 million and $100 million.
The cases are handled by Judge David R. Jones.
The Debtors tapped Porter Hedges, LLP as legal counsel and Chiron
Financial, LLC as investment banker and financial advisor. BMC
Group, Inc. is the Debtors' claims agent.
Sandton Capital Solutions Master Fund V, LP, the Debtors' DIP
lender, is represented by McGuirewoods, LLP.
OFS INTERNATIONAL: Taps Chiron Financial as Investment Banker
-------------------------------------------------------------
OFS International LLC and its affiliates seek approval from the the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Chiron Financial, LLC as their investment banker and financial
advisor.
The firm's financial advisory services include:
(a) assisting the Debtors in preparing financial forecast
model, backlogs purchases, and payables;
(b) preparing weekly cash flow reports to be provided to the
lender of debtor-in-possession financing;
(c) preparing the Debtors' 13-week budget;
(d) preparing monthly operating reports;
(e) assisting the Debtors' legal counsel in preparing
bankruptcy schedules, exhibits and other materials;
(f) reviewing accounts payable and payroll;
(g) assisting the Debtors with bookkeeping and related
financial and reporting tasks;
(h) reviewing the Debtors' business operating plan and
identifying potential liquidity sources, which may include strategy
changes, cost cuts and asset sales;
(i) preparing valuation and liquidation analyses;
(j) reviewing proofs of claim and making recommendations as to
objections;
(k) discussing potential amendments, covenants and other
provisions related to existing liabilities and credit agreements;
(l) preparing a waterfall analysis for a sale of the Debtors'
assets;
(m) assisting the Debtors in preparing financial statements
for preparing tax returns and other state returns;
(n) coordinating distributions approved by the bankruptcy
court;
(o) preparing final reports and related documents to close the
Debtors' Chapter 11 cases; and
(p) assisting the Debtors and their bankruptcy professionals,
as needed, through closing and exit from bankruptcy on a
best-efforts basis.
The firm's investment banking services include:
(a) preparing an information memorandum describing the Debtors
and their historical performance and prospects, including existing
contracts, marketing and sales, labor force, management, and
financial projections;
(b) assisting the Debtors in compiling a data room of any
necessary and appropriate documents related to a transaction;
(c) assisting the Debtors in developing lists of potential
lenders, investors or purchasers, as appropriate, who will be
contacted by the firm or the Debtors;
(d) evaluating potential restructuring alternatives and
strategies;
(e) coordinating the execution of confidentiality agreements
for potential lenders investors or purchasers wishing to review the
information memorandum;
(f) assisting the Debtors in coordinating site visits for
interested lenders, investors or purchasers, and working with the
Debtors' management team to develop appropriate presentations for
such visits;
(g) assisting the Debtors in restructuring discussions and in
communicating with potential new sources of debt and equity
financing as well as existing stakeholders;
(h)soliciting competitive offers from potential lenders,
investors or purchasers;
(i) if required in the context of a contested valuation,
preparing a written valuation of the Debtors;
(j) advising and assisting the Debtors in structuring the
sale, financing, restructuring or alternative transaction, and
negotiating the relevant agreements; and
(k) otherwise assisting the Debtors and their other
professionals, as necessary, through closing on a best-efforts
basis.
The firm will be paid at hourly rates for financial advisory
services as follows:
Managing Director or $600 per hour
Senior Advisor
Director $540 per hour
Vice President $460 per hour
Associate $360 per hour
Analyst $280 per hour
Administrative $160 per hour
The firm will be compensated for investment banking services as
follows:
(a) A monthly fee of $25,000, which shall not be credited
towards any other fee.
(b) DIP Financing Fee. Upon the closing of a
debtor-in-possession financing loan, Chiron shall be paid a fee of
2.5 percent of the amount of the loan, subject to a minimum fee of
$200,000, in cash. The fee shall be payable after approval of the
DIP financing by order of the bankruptcy court. Any DIP financing
fee paid will be credited against and will reduce any financing fee
with respect to subsequent financing from the same lender or
investor.
(c) Equity or Alternative Financing Fee. Subject to the
aggregate "exit fee cap," if applicable, upon the closing of any
equity financing or alternative financing with any party, Chiron
shall be entitled to a fee, payable in cash, equal to a percentage
of the amount of the equity or alternative financing, as follows:
Range of Equity or Alternative
Financing Amount Fees
Any Amount 3.0 percent
(d) Debt Financing Fee. Subject to the aggregate exit fee cap,
if applicable, upon the closing of any debt financing with any
party, Chiron shall be entitled to a fee, payable in cash, equal to
a percentage of the amount of the debt financing, as follows:
Range of Debt
Financing Amount Fees
Any Amount 1.0 percent
(e) Sale Fee. Subject to the aggregate exit fee cap, if
applicable, upon the consummation of a sale to any party, Chiron
shall be entitled to a fee, payable in cash, equal to a percentage
of the "total consideration," as follows
Range of Total Consideration Fees
$0 to $20,000,000 3.0 percent
$20,000,000 to $50,000,000 2.0 percent
Any Amount Over $50,000,000 1.0 percent
(f) Restructuring Fee. Subject to the aggregate exit fee cap,
if applicable, upon the closing of a restructuring, Chiron shall
be entitled to a fee, payable in cash, in the amount of $750,000.
(g) Non-Duplication. To the extent that a restructuring fee is
payable, on account of the same dollar amounts, along with one or
more of the following: 1) an equity or alternative financing fee,
2) a debt financing fee, or 3) a sale fee, Chiron will not be
entitled to a restructuring fee with respect to those dollar
amounts, but will rather be entitled only to the applicable fee
with respect to those amounts. A restructuring fee will only be
payable if Chiron is not entitled to receive any of the previously
mentioned fees on the same amount. Further, the aggregate of 1) an
equity or alternative financing fee, 2) a debt financing fee, 3) a
sale fee, and 4) a restructuring fee, shall be limited to no more
than $1.15 million.
(h) Valuation. In the event that Chiron is asked to prepare
and deliver either a solvency opinion or a formal written valuation
of the Debtors with supporting analysis as part of a contested
valuation process, Chiron will be paid $50,000 upon delivery of the
solvency opinion valuation. If subsequent updates to the valuation
or solvency opinion are required, the effort expended to produce
those updates will be billed and paid at the hourly rates charged
by the firm.
(i) Chiron will be entitled to reimbursement for out-of-pocket
expenses incurred.
Todd Hass, managing director at Chiron, disclosed in a court filing
that his firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Todd A. Hass
Chiron Financial LLC
1301 McKinney, Suite 2800
Houston, TX 77010
Phone: (713) 929-9080
About OFS International
OFS International, LLC is a provider of oil and gas production and
processing equipment and services, with its headquarters in
Houston, Texas, and operations in the Permian, Barnett and
Marcellus regions. It provides field services, inspections,
couplings, threading and accessories to the oil and gas industry.
OFS International and affiliates, OFSI Holding LLC and Threading
and Precision Manufacturing LLC, sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 21-31784) on May 31, 2021. In the
petition signed by chief financial officer Alexey Ratnikov, OFS
International disclosed assets of between $10 million and $50
million and liabilities of between $50 million and $100 million.
The cases are handled by Judge David R. Jones.
The Debtors tapped Porter Hedges, LLP as legal counsel and Chiron
Financial, LLC as investment banker and financial advisor. BMC
Group, Inc. is the Debtors' claims agent.
Sandton Capital Solutions Master Fund V, LP, the Debtors' DIP
lender, is represented by McGuirewoods, LLP.
OGE ENERGY: Egan-Jones Keeps BB Senior Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company, on June 22, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by OGE Energy Corp.
Headquartered in Oklahoma City, Oklahoma, OGE Energy Corp., through
its principal subsidiary Oklahoma Gas and Electric Company,
generates, transmits, and distributes electricity to wholesale and
retail customers in communities in Oklahoma and western Arkansas.
OUTLOOK THERAPEUTICS: Appoints Russell Trenary as President, CEO
----------------------------------------------------------------
Outlook Therapeutics, Inc. has appointed Russell C. Trenary III as
president, chief executive officer and a member of the Board of
Directors.
Lawrence A. Kenyon, who has served as Outlook Therapeutics'
president, CEO and CFO since June 2018, will continue serving as
CFO and as a member of the Board of Directors.
"We are pleased to welcome Russ to the executive leadership team.
We believe his leadership and expertise is an invaluable asset as
we look to optimize our position in the retina industry and prepare
to submit a Biologics License Application (BLA) for ONS-5010 and,
if approved, launch our commercialization efforts. With the
addition of Russ, we have the right leadership team to develop a
fully integrated ophthalmic company," stated Randy Thurman,
executive chairman of the Outlook Therapeutics Board of Directors.
Mr. Trenary brings over 35 years of experience in the life sciences
industry, specifically in medical ophthalmic implant sales,
marketing, and business development. Over the course of his
career, he has closely led four major product launches in eye care
medical devices. Additionally, Mr. Trenary has played a key role
in seven acquisitions including, most recently, the sale of
InnFocus, Inc. to Santen.
"I am thrilled to be joining Outlook Therapeutics at such a
critical point in the company's history. If approved, ONS-5010
represents a rare opportunity to transform the standard of care and
significantly impact the retina market for years to come,"
commented Mr. Trenary, president and chief executive officer of
Outlook Therapeutics. "I would like to congratulate Larry and the
rest of the executive leadership team for their efforts in
bringingOutlook Therapeutics to this transition point. I look
forward to building on this momentum and driving Outlook
Therapeutics to the next transformational phase of growth."
Mr. Trenary joins Outlook Therapeutics having most recently served
as an executive advisor at InnFocus Inc., after serving as
president & CEO for seven years, including the company's
acquisition in August 2016 by Santen Pharmaceutical Co., Ltd.
InnFocus is an early-stage company, pending FDA approval of the
PRESERFLO MicroShunt glaucoma device, and other microsurgical
solutions for glaucoma based on SIBS technology. Prior to that, he
served as president and CEO of G&H Orthodontics, a global medical
device company, and served in a number of senior leadership
positions at Advanced Medical Optics (AMO), Inc., including as
President of the cataract business unit. Prior to that, Mr. Trenary
held C-suite positions at Sunrise Technologies International, Inc.,
served as senior vice president, worldwide sales & marketing /
officer at VidaMed, Inc. and held several senior leadership roles
at Allergan, Inc., including as Senior Vice President and General
Manager of the Medical Optics business unit.
Mr. Thurman on behalf of the Board of Outlook Therapeutics added,
"We are very fortunate to be able to bring Russ on to theOutlook
Therapeutics team at this important point in the ONS-5010 program.
Russ' history of providing experienced CEO leadership, multiple
successful eye health related product launches and value creation
for shareholders will be important as we turn our focus to building
Outlook Therapeutics and launching the next phase for ONS-5010. We
are excited about the continued evolution of Outlook Therapeutics
and believe we are poised for continued progress in the near and
long-term. Furthermore, the Board would like to thank Larry Kenyon
who has served as Outlook's President, CEO and CFO for the last 3
years. During that time, Larry successfully restructured the
company, completed several rounds of fundraising and led Outlook
Therapeutics to this successful moment of transition. We are very
pleased that Larry will continue as Chief Financial Officer and a
member of our Board."
Outlook Therapeutics remains on track to report topline data from
its pivotal NORSE TWO safety and efficacy study evaluating ONS-5010
(bevacizumab-vikg) for treatment of wet age-related macular
degeneration (wet AMD) in the third calendar quarter of 2021.
Following the data readout for NORSE TWO, Outlook Therapeutics
plans to submit a new BLA filing under the PHSA 351(a) regulatory
pathway in the first quarter of calendar 2022. If the BLA is
approved, it will result in 12 years of marketing exclusivity for
ONS-5010 as the first and only ophthalmic formulation of
bevacizumab approved by the FDA to treat wet AMD.
Outlook Therapeutics is also developing registration documents on a
parallel path for approvals in Europe and expects to submit them
shortly after completing the filing to the FDA. While Outlook
Therapeutics continues to target potential strategic
commercialization partners, particularly for European markets, it
is preparing to launch ONS-5010 in the United States by itself,
pending FDA approval.
In connection with Mr. Trenary's appointment, the Company entered
into an employment agreement) with Mr. Trenary providing for, among
other things, an initial base salary of $600,000 and a
discretionary annual cash bonus with a target amount equal to 70%
of Mr. Trenary's base salary. Mr. Trenary received an initial
grant of 4,000,000 options to purchase common stock, one quarter of
which will vest on the first anniversary of the grant and the
remainder of which will vest in monthly installments over the
succeeding three years, subject to Mr. Trenary's continued service
through each vesting date. In addition, Mr. Trenary received a
performance grant of 1,000,000 options to purchase common stock,
which will vest upon the Company's achievement of certain
milestones.
About Outlook Therapeutics
Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc.
-- http://www.outlooktherapeutics.com-- is a late clinical-stage
biopharmaceutical company working to develop the first FDA-approved
ophthalmic formulation of bevacizumab for use in retinal
indications, including wet AMD, DME and BRVO. If ONS-5010, its
investigational ophthalmic formulation of bevacizumab, is approved,
Outlook Therapeutics expects to commercialize it as the first and
only on-label approved ophthalmic formulation of bevacizumab for
use in treating retinal diseases in the United States, Europe,
Japan and other markets.
Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.87 million for the year ended Sept. 30, 2020,
compared to a net loss attributable to common stockholders of
$36.04 million for the year ended Sept. 30, 2019. As of March 31,
2021, the Company had $45.11 million in total assets, $24.46
million in total liabilities, and $20.65 million in total
stockholders' equity.
KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2015, issued a "going concern" qualification dated Dec. 23,
2020, citing that the Company has incurred recurring losses and
negative cash flows from operations since its inception and has an
accumulated deficit of $289.7 million as of Sept. 30, 2020 that
raise substantial doubt about its ability to continue as a going
concern.
OVERSEAS SHIPHOLDING: Egan-Jones Keeps B- Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on June 25, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Overseas Shipholding Group, Inc. EJR also maintained
its 'C' rating on commercial paper issued by the Company.
Headquartered in New York, New York, Overseas Shipholding Group,
Inc. maintains a fleet of marine transport vessels.
OXFORD INDUSTRIES: Egan-Jones Keeps B Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on June 15, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Oxford Industries, Inc.
Headquartered in Atlanta, Georgia, Oxford Industries, Inc. operates
as an international apparel design, sourcing, and marketing
company.
PESCRILLO NIAGARA: First Amended Joint Plan Confirmed by Judge
--------------------------------------------------------------
Judge Michael J. Kaplan has entered findings of fact, conclusions
of law and order confirming the First Amended Joint Plan of
Reorganization of Pescrillo Niagara, LLC.
Any resolution of objections to confirmation explained on the
record at the confirmation hearing is incorporated by reference,
specifically:
* the objection to the Disclosure Statement filed by the
United States Trustee resolved by the Joint Debtors' First Amended
Disclosure Statement describing Reorganization Chapter 11 Plan
proposed by Debtors, dated September 29, 2020; and,
* the objection to confirmation of Plan filed on behalf of
Notice of Appearance Creditor the NYS Department of Labor resolved
by Motion to Approve Compromise under Rule 9019 filed March 1, 2021
and granted April 7, 2021.
A full-text copy of the Plan Confirmation Order dated July 6, 2021,
is available at https://bit.ly/2TKV6wX from PacerMonitor.com at no
charge.
The Debtors are represented by:
GLEICHENHAUS, MARCHESE & WEISHAAR, PC
Michael A. Weishaar, Esq.
930 Convention Tower
Buffalo, New York 14202
Tel: (716) 845-6446
Fax: (716) 845-6475
E-mail: mweishaar@gmwlawyers.com
About Pescrillo Niagara
Pescrillo Niagara, LLC, a domestic limited liability company in
Niagara Falls, N.Y., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-10379) on March 6,
2020, listing under $1 million in assets and liabilities. Judge
Michael J. Kaplan oversees the case. Debtor hired Gleichenhaus,
Marchese & Weishaar PC as its legal counsel.
PHV CORP: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company, on June 16, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by PVH Corp. EJR also upgraded the rating on commercial
paper issued by the Company to B from C.
Headquartered in New York, New York, PVH Corp. designs, sources,
manufactures, and markets men's, women's, and children's apparel
and footwear.
PIERCE CONTRACTORS: Case Summary & 8 Unsecured Creditors
--------------------------------------------------------
Debtor: Pierce Contractors, Inc.
194 Lantz Dr
Morgan Hill, CA 95037-9346
Business Description: Pierce Contractors, Inc. is part of the
building equipment contractor industry.
Chapter 11 Petition Date: July 9, 2021
Court: United States Bankruptcy Court
Northern District of California
Case No.: 21-50915
Judge: Hon. Stephen L. Johnson
Debtor's Counsel: Lars Fuller, Esq.
THE FULLER LAW FIRM, PC
60 N Keeble Ave
San Jose, CA 95126-2723
Tel: (408) 295-5595
Email: admin@fullerlawfirm.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard Pierce, CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RN5UKMI/Pierce_Contractors_Inc__canbke-21-50915__0001.0.pdf?mcid=tGE4TAMA
PIPELINE FOODS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Pipeline Foods, LLC
6499 University Avenue NE
Suite 200
Fridley, MN 55432
Business Description: Pipeline Foods is a U.S.-based supply chain
solutions company focused exclusively on
non-GMO, organic, and regenerative food and
feed.
Chapter 11 Petition Date: July 8, 2021
Court: United States Bankruptcy Court
District of Delaware
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Pipeline Foods, LLC (Lead Case) 21-11002
Pipeline Holdings, LLC 21-11003
Pipeline Foods Real Estate Holding Company, LLC 21-11004
Pipeline Foods II, LLC 21-11005
Judge: Hon. Karen B. Owens
Debtors' Counsel: Mark Minuti, Esq.
SAUL EWING ARNSTEIN & LEHR LLP
1201 North Market Street, Suite 2300
Wilmington, DE 19801
Tel: (302) 421-6800
Email: mark.minuti@saul.com
Counsel for
the Board: BRYAN CAVE LEIGHTON PAISNER LLP
Debtors'
Financial
Advisor: SIERRACONSTELLATION PARTNERS, LLC
Debtor's
Notice,
Claims and
Balloting
Agent: STRETTO
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Winston Mar, chief restructuring
officer.
A full-text copy of Pipeline Foods, LLC's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RKWVKZQ/Pipeline_Foods_LLC__debke-21-11002__0001.0.pdf?mcid=tGE4TAMA
List of Pipeline Foods, LLC's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Simmons Feed & Supply LLC Customer $5,210,571
dba Simmons Grains Co. Advance
600 Snyder Road
Salem, OH 44460
Eric Simmons
Tel: 800-754-1228
Email: eric@simmonsgrain.com
2. Agri Exim DMCC Trade Debt $2,646,082
Unit N: 2503, 1 Lake Plaza
Plot No: JLT-PH2-T2A
Jumeirah Lakes Towers
UAE 00000 Dubai
Suraj Sharma
Tel: 971 0- 44322835
Email: suraj.sharma@agrieximfze.com
3. Wolf, Jim Note Payable $2,222,027
49080 270th St
Jeffers, MN 56145
Dean Zimmerli
Tel: 507-354-3111
Email: dzimmerli@gislason.com
4. Crystal Valley Farms LLC Customer $1,714,910
DBA Miller Poultry LLC Advance
3945 N State 327
Orland, IN 467776
Cheri Bovee
Tel: 260-829-6550
Email: cherib@millerpoultry.com
5. Earl Pederson Trade Payable $1,527,589
3077 County Hwy 42
Bejou, MN 56516
Tel: 218-790-4112
Email: pederbro@gvtel.com
6. Brushvale Seed Inc. Trade Debt $1,050,412
1656 280th St
Breckenridge, MN 56520
Jon Miller
Tel: 218-643-2311
Email: seed@brushvaleseed.com
7. Ecopure Specialities Limited Trade Debt $882,411
Unit No 134 First Floor
Rectangle 1 Sakey
New Delhi, DE 110017 India
Anu Sharma
Tel: 91-124-3055100
Email: anu.sharma@ltgroup.in
8. Organic Farmers Michigan Note Payable $872,892
5095 Argyle Rd
Decker, MI 48426
Stacey Steely
Tel: 810- 404-9347
Email: stacey@organicfarmersofmichigan.com
9. Organic Ventures, Inc. Trade Debt $675,885
W26001 Volds Ln
Arcadia, WI 54612
Rick Halverson
Tel: 608-687-9580
Email: rhalverson@pipelinefoods.com
10. LSM Commodities Ltd. Trade Debt $548,431
203 3550 Taylor St
Saskatoon, SK S7H 5H9 Canada
Lynn McMillan
Tel: 306-933-0555
Email: lynn@lsmcommodities.com
11. Dahl Trucking Trade Debt $473,952
9240 HWY 1
South Langdon, ND 58249
Aaron Dahl
Tel: 701-256-0294
Email: aaron@dahltrk.com
12. Richland Grain LLC & Trade Debt $414,695
State Bank of New Richland
112 3rd St. NE
PO BOX 235
New Richland, MN 56072
Ann Hagen
Tel: 507-465-8118
Email: ahagen@sbnr.biz
13. BNSF Railway Company Trade Debt $396,515
3110 Solutions Center
Chicago, IL 60677
14. Hemingway, Brant Trade Debt $356,220
78346 310th St.
Ellendale, MN 56026
Brant Hemingway
Tel: 507-402-2212
Email: branthemingway@gmail.com
15. Yantai Shuangta Food Co., LTD Customer $355,069
#668 Jincheng Road Advance
Zhaoyuan City
Shandong Province, 265400 China
Matthew Ji
Tel: 86-0535-2433587
Email: matthew@orientalprotein.com
16. Spot Freight Trade Debt $345,700
141 South Meridian St
Suite 200
Indianapolis, IN 46225
Brittani Reaves
Tel: 317-275-8586
Email: breaves@spotinc.com
17. Herbst Farms Trade Debt $338,597
63993 260th Ave
Kasson, MN 55944
Cynthia Herbst
Tel: 507-951-2274
Email: bherbst@kmtel.com
18. Kevin Motl & Farmers Trade Debt $250,087
and Merchants State Bank of Blooming
Prairie
12722 64th Ave S.E.
Blooming Prairie, MN 55917
Kevin Motl
Tel: 507-583-2379
Email: fmbank@citlink.ne
19. Gavilon Grain LLC Trade Debt $243,392
1331 Capitol Ave
Omaha, NE 681025022
Mike Rennau
Tel: 308-385-3730
Email: mike.rennau@gavilon.com
20. Chaplin Grain LLC Trade Debt $238,216
322 4th Ave.
Chaplin, SK S0H 0V0 Canada
Angie Gerbrandt
Tel: 306-395-2522
Email: Chaplingrain.angie@sasktel.net
POGO ENERGY: July 15 Deadline Set for Committee Questionnaires
--------------------------------------------------------------
The United States Trustee is soliciting members for an unsecured
creditors committee for Pogo Energy, LLC, a/k/a Plug Energy, LLC.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://bit.ly/3k5czef and return it to
nancy.s.resnick@usdoj.gov at the Office of the United States
Trustee so that it is received no later than 4:00 p.m., on July 15,
2021.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Pogo Energy
Pogo Energy -- https://pogoenergy.com -- is a green energy provider
that offers prepaid electricity with no deposit required and
same-day electricity service in Texas.
Pogo Energy LLC sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 21-31224) on July 1, 2021. In its petition, it listed assets
of no more than $10 million and liabilities of as much as $50
million. The case is handled by Honorable Judge Michelle V.
Larson. Rachael L. Smiley, of Ferguson Braswell Fraser Kubasta PC,
is the Debtors' counsel.
PUGNACIOUS ENDEAVORS: S&P Alters Outlook to Stable, Affirms B- ICR
------------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Pugnacious
Endeavors Inc. to stable from negative and affirmed its 'B-' issuer
credit rating on the company.
S&P said, "Our stable outlook reflects our expectations that
Pugnacious' secondary ticketing marketplaces will benefit
substantially from the resurgence of attendance at live events
leading to leverage improving to the mid-7x area and free operating
cash flow (FOCF) to debt improving to the 5%-7% range in 2022.
"We expect the company's revenue to benefit from the partial return
of live events in the second half of 2021. We believe the current
trend of recovering attendance in the live events industry due to
the removal of social distancing requirements from the pandemic
will accelerate in the second half of 2021. We expect Pugnacious'
secondary ticketing marketplace revenues will substantially benefit
from this return in attendance--first in the U.S. and subsequently
in the U.K. and Europe. We believe the company to benefit most in
the near term from live sporting events in the U.S., which have
seen significantly growing attendance over the past several months.
In addition, we expect Pugnacious to also benefit from future
secondary ticket sales for live music concerts, which we expect to
return to scale in the second half of 2021. As a result of these
growing ticketing volumes, and our assumption that Stubhub and
Viagogo maintain their current market share and take rates of
ticket sales, we expect Pugnacious to achieve revenue between $600
million-$800 million in 2021 and revenue in the $1.3 billion-$1.5
billion range in 2022.
"We expect the company's variable costs will scale with positive
revenue growth resulting in limited profitability and cash flow in
2021 but substantial improvement in 2022.Pugnacious has scaled down
its variable costs since March 2020 when revenues from its
secondary ticketing marketplace fell sharply. As volumes return to
its ticketing platform, we expect variable operating costs will
return in line with revenue volumes. Notwithstanding the permanent
cost-management initiatives the company has undertaken such as a
reduction in the full-time employee base, we believe key variable
costs such as ticketing processing costs, information technology
expenses, sales personnel, and marketing expenses will
substantially grow over the next few quarters to support revenue.
Foremost of these costs will be the company's spending on marketing
and advertising, which are crucial to maintaining its pre-pandemic
market share. While these costs will be substantial, we believe the
expected positive revenue growth will provide opportunity to
generate positive EBITDA margins in the second half of 2021 and
substantial EBITDA margin expansion in 2022 as the company benefits
from a more fulsome return of live events.
"We expect the company's cash flows to return sooner than its
profitability due to positive working capital dynamics (i.e.
receiving client cash before payment is due to sellers). However,
we note that these working capital dynamics are likely to be
volatile as payment terms flex upon resumption of volumes in the
secondary ticketing ecosystem. We expect this volatility to largely
subside by the beginning of 2022 leading to healthy cash flow
generation resulting in FOCF to debt in the 5%-7% range in 2022."
The company's debt burden remains substantial due to recent capital
raises during the pandemic. Since the onset of the pandemic, the
company has raised cash to bolster its liquidity through both debt
and equity offerings. In August 2020, the company borrowed $330
million in an incremental senior secured term loan. It also raised
cash through two preferred share equity offerings of $50 million
and $66 million in December 2020 and March 2021, respectively. S&P
views the company's preferred equity as debt in our credit metrics
due their debt-like characteristics.
While these issuances have been positive for near-term liquidity,
the company's current outstanding debt obligations and future
interest and dividend costs are substantial. In particular, the
company has benefited from deferring its cumulative cash dividends
related to its series G, H, and I preferred shares. S&P expects the
company will continue deferring these dividend payments in 2021,
but it believes it will likely pay these accrued but unpaid
obligations in 2022, which will represent an outflow of over $100
million.
S&P said, "We believe the company's long-term leverage profile will
be dependent on how it chooses to allocate its excess available
cash; specifically, whether it chooses to spend more on marketing
and growth initiatives or use that excess cash to reduce its
outstanding reported debt and preferred stock obligations. If the
company chooses the former, we believe this could delay material
improvement in its credit metrics over the next two years.
"Our stable outlook reflects our expectations that Pugnacious'
secondary ticketing marketplaces will benefit substantially from
the resurgence of attendance at live events leading to leverage
improving to the mid-7x area and FOCF to debt improving to the
5%-7% range in 2022.
"We could lower the rating if we believe Pugnacious will not be
able to maintain adequate liquidity to service its debt fixed
charges amid COVID-19's adverse impacts on the live events
industry. This would likely include a strong resurgence in COVID-19
infection rates and reimplementation of social distancing measures
leading to continued and prolonged minimal revenue generation.
Under this scenario, we could either expect a payment default on
its debt obligations or view the capital structure as unsustainable
long term.
"We could raise the rating over the next 12 months if the company
is able to lower and sustain leverage below 7.5x while maintaining
FOCF to debt above 5%. This scenario would likely require a strong
return to pre-pandemic levels of secondary ticketing volumes,
better-than-expected EBITDA generation, and substantial voluntary
debt reduction."
REDEEMED CHURCH: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: The Redeemed Christian Church of God, River of Life
Maryland
5617 5th Avenue
Riverdale, MD 20737
Business Description: The Debtor is a tax-exempt religious
organization.
Chapter 11 Petition Date: July 9, 2021
Court: United States Bankruptcy Court
District of Maryland
Case No.: 21-14554
Debtor's Counsel: John D. Burns, Esq.
THE BURNS LAW FIRM, LLC
6303 Ivy Lane, Ste 102
Greenbelt, MD 20070
Tel: 301-441-8780
Email: jburns@burnsbankruptcyfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Ijeh, director/pastor.
A copy of the Debtor's list of 10 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RQNM6XQ/The_Redeemed_Christian_Church__mdbke-21-14554__0005.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LRCI63I/The_Redeemed_Christian_Church__mdbke-21-14554__0001.0.pdf?mcid=tGE4TAMA
ROCHESTER DIOCESE: Defends Its $35 Mil. Deal to Cover Abuse Claims
------------------------------------------------------------------
Law360 reports that the Diocese of Rochester has asked a New York
bankruptcy judge to overrule objections to a $35 million settlement
with one of its insurers to provide coverage for claims that it
failed to prevent sexual abuse, saying the deal is a vital first
step in the reorganization process.
In a reply filed Wednesday, July 7, 2021, the diocese slammed
arguments made by the official committee of unsecured creditors in
an objection filed last week, saying the objection ignores the
difficulties of pursuing the diocese's insurance claim against
Certain Underwriters at Lloyd's, London, and Certain London Market
Insurance Companies and Interstate.
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy ("SCA").
The Diocese has 86 full-time employees and six part-time employees
and provides medical and dental benefits to an additional 68
retired priests and 2 former priests.
The Diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the petition,
the Diocese was estimated to have $50 million to $100 million in
assets and at least $100 million in liabilities.
Bond, Schoenec & King, PLLC, is the Diocese's counsel. Stretto is
the claims and noticing agent.
SBA SENIOR: S&P Assigns 'BB+' Rating on New Senior Secured Debt
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level and '2' recovery
ratings to Boca Raton, Fla.-based wireless tower operator SBA
Communications Corp.'s new $1.5 billion senior secured revolving
credit facility due 2026 which will replace the previous $1.25
billion revolving credit facility due 2023. The '2' recovery rating
indicates S&P's expectation for modest (70%-90%; rounded estimate:
85%) recovery in the event of a payment default. The revolver will
be issued at wholly-owned subsidiary SBA Senior Finance II LLC.
The 'BB+' issue-level and '2' recovery ratings on the company's
existing senior secured debt, including the $2.4 billion term loan
due 2025, are unchanged. S&P said, "Although the incremental
revolver size reduces recovery prospects for secured lenders
because we assume the revolver is 85% drawn in our hypothetical
default scenario, the lower recovery percentage is not sufficient
for us to revise the '2' recovery rating." Similarly, the 'BB-'
issue-level and '5' recovery ratings on SBA's senior unsecured debt
are unchanged despite the incremental secured debt at default.
S&P said, "Because the transaction does not affect the company's
credit metrics, our 'BB' issuer credit rating and stable outlook on
SBA are also unchanged. We expect SBA's adjusted leverage to remain
elevated in the 7.0x-8.0x range (including lease obligations) over
the next couple of years, based on the company's financial policy,
which includes a stated net leverage target of 7.0x-7.5x."
SEEDTREE MANAGEMENT: Claims Will be Paid from Sale/Refinance
------------------------------------------------------------
Seedtree Management Group, ,filed with the U.S. Bankruptcy Court
for the District of New Jersey an Original Disclosure Statement
describing Chapter 11 Reorganization Plan dated July 6, 2021.
Seedtree Management Group, LLC is a Delaware limited liability
company formed on May 21, 2018. Debtor is a Single Asset Real
Estate entity whose sole purpose is to hold and manage properties.
Debtor manages three investment properties that are presently
vacant and undergoing repairs and improvements necessary to garner
the best reasonable value at a potential sale.
This is a hybrid plan. In other words, the Debtor seeks to
accomplish payments under the Plan by refinancing its real
property, and in the event that refinancing is not possible, the
Debtor will liquidate all assets. The Effective Date of the
proposed Plan is the first date upon which any property is
refinanced or sold in accordance with this plan.
Class One consists of a secured claim held by Wilmington Trust,
N.A. The Creditor filed Claim No. 3 in the amount of $1,781,415.30
and holds a blanket mortgage secured by the Properties. The Class
One claim holder will be paid its Allowed Secured Claim in full at
the time of sale or refinance of the Properties. In the event
refinancing is not effectuated within 90 days of confirmation of
the Plan, the Debtor will motion for the sale of any or all the
Properties within 150 days of confirmation.
Class Two consists of a secured claim held by Suez Water New
Jersey. The Creditor has a scheduled claim in the amount of
$6,000.00. The claim is secured by the property located at 70 69th
Street in the amount of $655,000.00. The Class Two claim holder
will be paid its Allowed Secured Claim in full at the time of sale
or refinance of the property located at 70 69th Street.
Class Three consists of holders of General Unsecured Claims,
including allowed deficiency claims of creditors in prior classes
and the claims of creditors not otherwise classified under the
Plan. The estimated amount of undisputed general unsecured claims
as scheduled or filed is $37,379.81.
Class Three Creditor's claim will be paid upon refinancing, or the
sale, of all real property sold or refinanced in accordance with
the Plan. After payment to Allowed Secured Claims and customary
closing costs, including property, transfer, mansion taxes, payment
of Administrative Expenses including administrative tax claims, any
remaining proceeds from refinancing of the Properties, or
alternatively sale proceeds from real estate sold (the "Net
Proceeds") shall be paid on a pro rata basis to holders of claims
in this class within 30 days following the realization of Net
Proceeds. If real property is sold at separate times, no
disbursement will be made to Class Three holders until the last
realization of refinancing or sale proceeds.
Class 4 consists of Leslie Boamah (100% shareholder). The ownership
interests of the Debtor in its assets shall not be altered as a
consequence of the Plan.
The Plan will be funded from a combination of (i) refinancing or
sale of the Properties; and (ii) funds on hand in the estate at the
time of Confirmation. In the event that refinancing of the
Properties is not effectuated within 90 days of confirmation of the
Plan, the Debtor will motion for an order authorizing the sale of
or all the Debtor's real property within 150 days of confirmation.
If all claims (secured, unsecured, and administrative) will be
satisfied from the sale proceeds of less than all the real
properties, the Plan does not require all to be sold and the Debtor
may elect to retain remaining real property. If any sale or
refinance is achieved prior to confirmation of the Plan, entry of
the Order Confirming the Debtor's Plan shall serve as authorization
to release proceeds acquired from refinancing or sale of any or all
real property for distribution in accordance with the Plan.
The Debtor has dispossessed all tenants and has not earned any
revenue since April 2021. The Plan does not rely on current income
and instead will be funded from refinancing or sale proceeds.
A full-text copy of the Disclosure Statement dated July 6, 2021, is
available at https://bit.ly/3k1Idci from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
SCURA, WIGFIELD, HEYER
STEVENS & CAMMAROTA, LLP
1599 Hamburg Turnpike
Wayne, NJ 07470
Tel: 973-696-8391
dstevens@scura.com
David L. Stevens
About Seedtree Management Group
Cliffside Park, N.J.-based Seedtree Management Group, LLC is a
single asset real estate debtor (as defined in 11 U.S.C. Section
101(51B)).
Seedtree Management Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 21-12760) on April 5, 2021.
Leslie Boamah, member, signed the petition. In its petition, the
Debtor disclosed assets of between $1 million and $10 million and
liabilities of the same range. Judge John K. Sherwood oversees the
case.
Scura, Wigfield, Heyer, Stevens & Cammarota, LLP and the Law Office
of Michael D. Mirne, LLC serve as the Debtor's bankruptcy counsel
and special counsel, respectively.
SHARITY MINISTRIES: Case Summary & 7 Unsecured Creditors
--------------------------------------------------------
Debtor: Sharity Ministries, Inc.
f/k/a Trinity Healthshare, Inc.
821 Atlanta Street
Suite 124
Roswell, GA 30075
Business Description: Sharity, established in 2018, is a 501(c)(3)
faith-based nonprofit corporation that
operates a Health Care Sharing Ministry, a
medical cost-sharing arrangement among
persons of similarly and sincerely held
religious beliefs.
Chapter 11 Petition Date: July 8, 2021
Court: United States Bankruptcy Court
District of Delaware
Case No.: 21-11001
Judge: Hon. Judge John T. Dorsey
Debtor's Counsel: Matthew B. McGuire, Esq.
Adam G. Landis, Esq.
Nicholas E. Jenner, Esq.
LANDIS RATH & COBB LLP
919 Market Street, Suite 1800
Wilmington, DE 19801
Tel: 302.467.4400
Fax: 302.467.4450
Email: landis@lrclaw.com
mcguire@lrclaw.com
jenner@lrclaw.com
- and -
Jorian L. Rose, Esq.
Jason I. Blanchard, Esq.
Elyssa S. Kates, Esq.
BAKER & HOSTETLER LLP
45 Rockefeller Plaza
New York NY 10111
Tel: 212.589.4200
Fax: 212.589.4201
Email: jrose@bakerlaw.com
jblanchard@bakerlaw.com
ekates@bakerlaw.com
- and -
Andrew V. Layden, Esq.
BAKER & HOSTETLER LLP
200 South Orange Avenue
Suite 2300
Orlando, FL 32801-3432
Tel: 407.649.4000
Fax: 407.841.0168
Email: alayden@bakerlaw.com
Debtor's
Notice/
Claims Agent: BMC GROUP, INC
Total Assets as of March 31, 2021: $4,496,871
Total Liabilities as of March 31, 2021: $2,922,214
The petition was signed by Neil F. Luria, chief restructuring
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/DPEV3MQ/Sharity_Ministries_Inc__debke-21-11001__0001.0.pdf?mcid=tGE4TAMA
SHENANDOAH TELECOM: Egan-Jones Keeps BB- Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 16, 2021, maintained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Shenandoah Telecommunications Company. EJR also
maintained its 'B' rating on commercial paper issued by the
Company.
Headquartered in Edinburg, Virginia, Shenandoah Telecommunications
Company provides telecommunications services through its
subsidiaries.
SM ENERGY: Completes Redemption of $19.3M Senior Notes Due 2022
---------------------------------------------------------------
SM Energy Company completed the redemption of $19,285,000 aggregate
principal amount of its 6.125% Senior Notes due 2022, in accordance
with the optional redemption provisions set forth in Article Three
of the Indenture dated as of Nov. 17, 2014, by and between the
Company and U.S. Bank National Association, as trustee, as amended
by the Supplemental Indenture dated June 23, 2021.
The redemption price for the 2022 Notes was equal to 100.000% of
the principal amount, plus accrued and unpaid interest on the
principal amount of the 2022 Notes to but excluding the redemption
date. The $19,285,000 aggregate principal amount of the 2022 Notes
redeemed was all of the 2022 Notes remaining outstanding following
the expiration of the early settlement date of the previously
announced tender offer and consent solicitation that commenced on
June 9, 2021, for any and all of the Company's 2022 Notes and up to
an aggregate principal amount not to exceed $172,265,000 of the
Company's 5.000% Senior Notes due 2024.
About SM Energy
SM Energy Company is an independent energy company engaged in the
acquisition, exploration, development, and production of crude oil,
natural gas, and natural gas liquids in the state of Texas.
SM Energy reported a net loss of $764.61 million for the year ended
Dec. 31, 2020, compared to a net loss of $187 million for the year
ended Dec. 31, 2019. As of March 31, 2021, the Company had $5.02
billion in total assets, $776.62 million in total current
liabilities, $2.47 billion in total noncurrent liabilities, and
$1.77 billion in total stockholders' equity.
SONOMA PHARMACEUTICALS: Hires Frazier & Deeter as New Auditor
-------------------------------------------------------------
Sonoma Pharmaceuticals, Inc. has engaged Frazier & Deeter, LLC as
independent registered public accounting firm of the Company for
the fiscal year ending March 31, 2022, after approval by the audit
committee of its board of directors. Marcum, LLP is currently
completing their audit for fiscal year ended March 31, 2021.
During the most recent fiscal years ended March 31, 2021 and 2020,
the Company did not consult with Frazier & Deeter on either (1) the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that may
be rendered on the Company's consolidated financial statements, and
Frazier & Deeter did not provide either a written report or oral
advice to the company that Frazier & Deeter concluded was an
important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or (2)
any matter that was either the subject of a disagreement, as
defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable
event, as defined in Item 304(a)(1)(v) of Regulation S-K.
About Sonoma Pharmaceuticals
Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com-- is a
global healthcare company that develops and produces stabilized
hypochlorous acid, or HOCl, products for a wide range of
applications, including wound care, animal health care, eye care,
oral care and dermatological conditions. The Company's products
reduce infections, itch, pain, scarring and harmful inflammatory
responses in a safe and effective manner. In-vitro and clinical
studies of HOCl show it to have impressive antipruritic,
antimicrobial, antiviral and anti-inflammatory properties. Its
stabilized HOCl immediately relieves itch and pain, kills pathogens
and breaks down biofilm, does not sting or irritate skin and
oxygenates the cells in the area treated assisting the body in its
natural healing process. The Company sells its products either
directly or via partners in 53 countries worldwide.
Sonoma reported a net loss of $2.95 million for the year ended
March 31, 2020, compared to a net loss of $11.80 million for the
ear ended March 31, 2019. As of Dec. 31, 2020, the Company had
$18.23 million in total assets, $5.91 million in total liabilities,
and $12.32 million in total stockholders' equity.
Marcum LLP, in New York, the Company's auditor since at least 2006,
issued a "going concern" qualification in its report dated July 10,
2020, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
TRANSALTA CORPORATION: Egan-Jones Keeps BB Sr. Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 22, 2021, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by TransAlta Corporation.
Headquartered in Calgary, Canada, TransAlta Corporation is a
non-regulated electric generation and marketing company with its
growth focused in developing coal and gas-fired generation.
UNITED AIRLINES: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on June 23, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by United Airlines, Inc. EJR also maintained its 'C'
rating on commercial paper issued by the Company.
Headquartered in Chicago, Illinois, United Airlines, Inc. provides
commercial airline services.
VAIL RESORTS: Egan-Jones Keeps B+ Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by Vail Resorts, Inc.
Headquartered in Broomfield, Colorado, Vail Resorts, Inc. operates
resorts in Colorado.
VBI VACCINES: Appoints Linda Bain to Board of Directors
-------------------------------------------------------
Linda Bain, chief financial officer of Codiak BioSciences, Inc.,
has joined VBI Vaccines Inc.'s Board of Directors. Ms. Bain is an
accomplished financial and business executive with more than two
decades of finance, strategy, and board experience in both small
and large public companies in the biotechnology and pharmaceutical
industry.
"Linda has extensive experience driving the business and financial
strategy of biotech companies and we are delighted to be able to
welcome her to our Board," said Jeff Baxter, VBI's president and
CEO. "Linda's proven track record of translating scientific
achievements into organizational and financial growth, and her deep
knowledge of the life sciences industry and financial management
will make her an instrumental director as VBI prepares for the
corporate milestones and evolution ahead."
"I am excited to be joining VBI's Board at such a transformational
time," said Ms. Bain. "VBI has an impressive pipeline and
management team, and I look forward to working with my fellow
directors to help guide VBI's strategy as the team works to advance
multiple meaningful clinical candidates and to prepare for the
launch of the company's 3-antigen hepatitis B vaccine candidate."
As CFO of Codiak BioSciences, Inc., Ms. Bain led the company
through its initial public offering (IPO) and first follow-on
financing, building on the success of earlier-stage financing
rounds. Ms. Bain plays a lead role in establishing Codiak's
strategic direction and she built and leads finance and business
operations, including investor relations and corporate
communications, finance, accounting, facilities and information
technology. Prior to joining Codiak, Ms. Bain was CFO at Adverum
Biotechnologies, Inc. (previously Avalanche Biotechnologies, Inc.)
and vice president, Finance, Business Operations, and treasurer at
bluebird bio, Inc., where she played an instrumental role in the
IPO for each company. Ms. Bain has also held leadership roles at
Genzyme Corporation, including vice president, finance, global
manufacturing and operations, and vice president, finance of
Genzyme Genetics, in addition to senior roles at Fidelity
Investments, AstraZeneca Pharmaceuticals, and as an auditor at
Deloitte & Touche.
Ms. Bain also serves on the Board of Directors for Autolus
Therapeutics plc and Arvinas, Inc. She received a Bachelor of
Science in Accounting and Business Administration and an Honors
degree in Accounting and Business Administration from the
University of the Free State, located in South Africa.
About VBI Vaccines Inc.
Cambridge, Massachusetts-based VBI Vaccines Inc. --
http://www.vbivaccines.com/-- is a biopharmaceutical company
driven by immunology in the pursuit of powerful prevention and
treatment of disease. Through its innovative approach to
virus-like particles, including a proprietary enveloped VLP
platform technology, VBI develops vaccine candidates that mimic the
natural presentation of viruses, designed to elicit the innate
power of the human immune system. VBI is committed to targeting
and overcoming significant infectious diseases, including hepatitis
B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive
cancers including glioblastoma (GBM). VBI is headquartered in
Cambridge, Massachusetts, with research operations in Ottawa,
Canada, and a research and manufacturing site in Rehovot, Israel.
VBI Vaccines reported a net loss of $46.23 million for the year
ended Dec. 31, 2020, compared to a net loss of $54.81 million for
the year ended Dec. 31, 2019. As of March 31, 2021, the Company
had $222.89 million in total assets, $23.82 million in total
current liabilities, $19.06 million in total non-current
liabilities, and $180.01 million in total stockholders' equity.
VERINT SYSTEMS: Egan-Jones Keeps B+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on June 21, 2021, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by Verint Systems Inc.
Headquartered in Huntington, New York, Verint Systems Inc. provides
analytic solutions for communications, interception, digital video
security and surveillance, and enterprise business intelligence.
VIASAT INC: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on June 15, 2021, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Viasat, Inc. EJR also upgraded the rating on
commercial paper issued by the Company to B from C.
Headquartered in Carlsbad, California, Viasat, Inc. operates as a
communication company.
VISTAGEN THERAPEUTICS: Appoints Mary Rotunno to Board of Directors
------------------------------------------------------------------
VistaGen Therapeutics, Inc. has appointed Mary L. Rotunno, J.D. to
its Board of Directors.
"Mary brings to our team more than 30 years of leadership
experience, which began with serving patients as a registered nurse
and transitioned to serving clients in health care law, both
allowing her to pursue her steadfast commitment to helping others
and advancing the future of mental health and wellness," said Shawn
Singh, chief executive officer of VistaGen. "Her extensive track
record as an advocate for both patients and health care providers
is unique and will provide deep and valuable insights into
strategies for value-based care and an understanding of the entire
life cycle of the mental healthcare experience. Mary has also
served as a trusted advisor on complex governance, regulatory and
compliance requirements for several companies. Her strategic
vision, skill for scenario planning, and enterprise risk management
expertise will be key in the next phases of our corporate
development as we continue to pursue our core mission - to improve
mental health and well-being for individuals in the U.S. and
abroad."
Ms. Rotunno is currently general counsel and member of the
Executive Leadership Team at El Camino Health, a $1 billion revenue
health care system. She is also Board Chair and a member of Audit,
Executive/Governance and Nominations Committees for health care
provider, Momentum for Health, in Silicon Valley. Before joining
El Camino Health in early 2014, Ms. Rotunno spent over 11 years as
senior counsel and client service leader for Common Spirit Health,
formerly Dignity Health, in San Francisco Bay Area. Prior to
Dignity Health, she held various legal roles at Varian Medical
Systems, Manatt, Phelps & Phillips, Golden Living, and Pillsbury
Winthrop Shaw Pitman. She graduated with honors from the
University of Illinois with a Bachelor of Science in Nursing. She
worked as a registered nurse before earning her Juris Doctor
degree, cum laude, from the University of California, Hastings
College of Law, San Francisco. She obtained certification by the
Women's Corporate Board Readiness Program at Santa Clara University
and completed the Hastings Leadership Academy for Women and Dignity
Health Ministry Leadership Program.
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics
-- http://www.vistagen.com-- is a clinical-stage biopharmaceutical
company developing new generation medicines for CNS diseases and
disorders where current treatments are inadequate, resulting in
high unmet need. VistaGen's pipeline is focused on clinical-stage
CNS drug candidates with a differentiated mechanism of action, an
exceptional safety profile in all clinical studies to date, and
therapeutic potential in multiple large and growing CNS markets.
VistaGen reported a net loss and comprehensive loss of $17.93
million for the fiscal year ended March 31, 2021, compared to a net
loss and comprehensive loss of $20.77 million for the year ended
March 31, 2020. As of March 31, 2021, the Company had $108.28
million in total assets, $16.30 million in total liabilities, and
$91.98 million in total stockholders' equity.
WAGYU 100: Creditor II C.B. Says Disclosures Insufficient
---------------------------------------------------------
Creditor II C.B., L.P. objects to Final Approval of the Disclosure
Statement and confirmation of the Plan of Reorganization of Wagyu
100, LLC.
II C.B. is an oversecured creditor and its collateral is comprised
of both real and personal property. The II C.B. loan matured on
Nov. 1, 2020 by its own terms. Christopher Fischer, the 100% owner
and sole member of the Debtor, is the guarantor on the secured debt
owed to II C.B. At the time that Debtor filed this case on February
1, 2021, it was on the eve of a foreclosure sale scheduled by II
C.B.
II C.B. objects to the description of II C.B.'s debt in the
Disclosure Statement because it fails to include and address the
Modification, Renewal and Extension Agreement with II C.B. that was
signed by the Debtor in 2019 when the Debtor was unable to
refinance the loan with any other lender.
II C.B. objects to the insufficiency of the Debtor's projected
cattle sales and expenses that are attached to the Disclosure
Statement as Docket 28-2. Creditor posits that sufficient
information and details regarding these income items and expenses
are missing from the Disclosure Statement and the creditors in this
case are entitled to same.
II C.B. states that because the Plan fails to include a complete
and accurate description of its collateral, II C.B. accordingly
objects to the inadequate and incomplete description of its
collateral.
II C.B. also contests to the amount that the Debtor has scheduled
in the Plan for II C.B.'s secured debt because Debtor significantly
understates the amounts owed. As previously referenced, II C.B.'s
secured debt is in the amount of $298,653.38 as of February 1,
2021, plus interest accruing thereafter at the post-maturity
contract rate of 18% through the effective date of the Plan, and II
C.B.'s post-petition attorneys' fees and costs.
II C.B. asserts that the Debtor has not provided adequate
information and documentation to show that Debtor's current
operations and anticipated future operations will generate
sufficient income to allow Debtor to perform under the terms of the
60 month Plan. Sufficient information, details and documentation
have not been provided to creditors to establish the feasibility of
the Plan.
II C.B. further asserts that if the assets in this case were
liquidated, the creditors in this case would be paid in full and
would receive more that is what is scheduled to be paid to
creditors under the Plan. As such, the Plan fails to meet the
requirements of Section 1129(a)(7).
II C.B. points out that the Plan may also not be confirmable for
the reasons set forth in Legacy AG Credit, ACA's Objection to
Chapter 11 Plan filed on July 2, 2021. II C.B. incorporates the
general objections to the Plan asserted by Legacy AG Credit in its
objection, the same as if the objections were restated in full.
A full-text copy of II C.B.'s objection dated July 6, 2021, is
available at https://bit.ly/3huZb0Y from PacerMonitor.com at no
charge.
Attorneys for Creditor:
June A. Mann
David Aaron DeSoto
Mann Law Firm PLLC
3104 Edloe St., Suite 201
Houston, Texas 77027
Tel: (713) 893-8961
Fax: (281) 500-6995
E-mail: jmann@mannlawtexas.com
About Wagyu 100
Wagyu 100, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
21-60039) on Feb. 1, 2021. Eric A. Liepins, Esq., at Eric A.
Liepins, PC serves as the Debtor's counsel.
WARDMAN HOTEL: Can't Ditch Sale Contract, Unions Say
----------------------------------------------------
Law360 reports that a pair of unions Thursday, July 8, 2021, asked
a Delaware bankruptcy judge to reject a request to sell
Washington's Wardman Hotel free and clear of union contracts,
saying the hotel's owner is bound by multiple agreements to require
a buyer to assume the contracts.
In their motion, UNITE HERE Local 25 and the International Union of
Operating Engineers Local 99 said the Wardman is required to pass
on its employees' collective bargaining agreements to any future
buyer both by the contracts themselves and a separate agreement
recently affirmed by an independent arbiter.
According to the Unions, the Debtor's proposed Asset Purchase
Agreement incorporates none of the CBAs commitments to the Unions
and their members. To the contrary, the Debtor explicitly asks the
Bankruptcy Court to approve a sale free and clear of any labor
obligations.
Among other provisions, those CBAs that the Debtor assumed contain
comprehensive successorship protections, requiring any purchaser to
assume the labor agreements. In addition to the successorship
commitments in the CBAs, the Debtor also is bound to honor those
successorship provisions under the Owner's Letter agreements.
Those Owner's Letters also impose an independent requirement on the
owner, as the holder of title to the real estate asset, to require
any purchaser of the asset to execute the Owner's Letter, ensuring
continuity of those obligations.
About Wardman Hotel Owner
Wardman Hotel Owner, L.L.C., owns Marriott Wardman Park Hotel, a
convention hotel located at 2600 Woodley Road NW, in the Woodley
Park neighborhood of Washington, D.C.
Wardman Hotel Owner, L.L.C., filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 21-10023) on Jan. 11, 2021. In the
petition signed by James D. Decker, manager, the Debtor estimated
$100 million to $500 million in assets and liabilities. The Hon.
John T. Dorsey is the case judge. PACHULSKI STANG ZIEHL & JONES
LLP, led by Laura Davis Jones, is the Debtor's counsel.
WC 3RD AND TRINITY: Claims Will Be Paid in Full in Plan
-------------------------------------------------------
WC 3rd and Trinity, LP, filed with the U.S. Bankruptcy Court for
the Western District of Texas a Disclosure Statement for Plan of
Reorganization dated July 6, 2021.
The Disclosure Statement describes the Debtor's Plan, which
provides for the reorganization of the Debtor and the treatment
(and payment in full) of all Allowed Claims against and Interests
in the Debtor.
The Debtor has been and is currently seeking to obtain replacement
financing in an amount sufficient to satisfy all Allowed Claims in
this Bankruptcy Case. Based on the 2021 appraisal of the Property
by the Travis Central Appraisal District, the value of the Property
exceeds the debt secured by liens on the Property by well over $6
million. The Debtor believes that it should be able to secure
replacement financing for its current secured debt and, therefore,
has focused its efforts on doing so. If the Debtor has not
identified replacement financing for its secured debt no later than
January 1, 2022, the Debtor will then commence a simultaneous sales
process to ensure repayment in full by April 6, 2022.
Class 1 consists of Allowed Secured Claims of Noteholder. The
Debtor estimates that it owes Noteholder as of the Petition Date
approximately $4,293,060 under the mortgage loan and an additional
$581,548 as a consequence of Noteholder's payment of 2019 and 2020
real property taxes, but with credit for rents collected by
Noteholder prior to the Petition Date of $115,989.47. Noteholder's
Allowed Secured Claim shall be paid in full on or prior to April 6,
2022. Until Noteholder's Allowed Secured Claim is paid in full or
paid in full, interest shall accrue and be payable on the unpaid
balance of the Noteholder's Allowed Secured Claim at the rate of
4.25% per annum.
Class 2 consists of Allowed Secured Claims of Travis County Tax
Collector. Travis County's Allowed Secured Claim for 2021 real
property taxes in the estimated amount of $288,250.66 shall be paid
on or before it becomes due on January 31, 2022. In the event that
any of the Property securing this Claim is sold during the term of
the Plan or if the Noteholder's Secured debt is Refinanced during
the term of the Plan, Travis County's Class 2 Claim may be paid in
full upon the sale of the Property or the Refinancing of the
Noteholder's secured debt.
Class 3 consists of all Unsecured Claims that are not Insider
Claims. The Debtor believes there are approximately $22,815 in
non-insider Unsecured Claims. Each Allowed Unsecured Claim shall be
paid in full, without interest, on the later of (i) 30 days after
Class 1 Allowed Claims are paid in full, (ii) 10 days after such
Claim becomes an Allowed Claim, or (iii) if the Unsecured Claim is
for a refund of a security deposit, in the ordinary course of
business as provided under the applicable lease.
Class 4 consists of Allowed Insider Claims. Insider Claims shall be
paid in full without interest, but only after all other Claimants
in the Case have been paid in full.
Each holder of an Equity Interest shall retain such interests, but
shall not receive any distribution on account of such interests
until Classes 1, 2, 3 and 4 Allowed Claims are paid in full.
All consideration necessary for the payment or tender of
Distributions under the Plan will be derived from (i) Cash on hand
on the Effective Date, (ii) income generated by the Reorganized
Debtor from operations, and (iii) the proceeds from any sale or
refinancing of the Property. To the extent the Reorganized Debtor
does not have sufficient funds to make the necessary Distributions
when due on account of any Allowed Administrative Expense, Allowed
Priority Tax Claim or Allowed Unsecured Claim, the Debtor's sole
general partner, WC 3rd and Trinity GP, LLC ("General Partner"),
shall provide such additional funding as may be necessary to ensure
the timely payment of such Distributions.
The Debtor or Reorganized Debtor plans to sell all or part of the
Property or refinance all or any part of the existing obligations
that encumber the Property. In the event such a transaction is
consummated by the Debtor or Reorganized Debtor, the net proceeds
from such sale or refinancing shall be paid to Noteholder until the
Allowed Noteholder Secured Claim is satisfied in accordance with
the Plan. Noteholder shall reasonably cooperate in connection with
any such sale or refinancing of the Property.
Based upon the foregoing liquidation analyses, the Debtor believes
that Unsecured Creditors would receive at least as much in
Distributions under the Plan on account of their Claims as they
would in a chapter 7 liquidation. Under the Plan, those Creditors
will receive 100% of their Claims. The Plan also proposes to pay
Secured Creditors in full, with interest. Accordingly, all
Creditors will receive at least as much under the Plan as they
would receive under a hypothetical chapter 7 liquidation.
A full-text copy of the Disclosure Statement dated July 6, 2021, is
available at https://bit.ly/36wdADO from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Mark H. Ralston, Esq.
Fishman Jackson Ronquillo PLLC
Three Galleria Tower
13155 Noel Road, Suite 700
Dallas, TX 75240
Telephone: (972) 419-5544
Facsimile: (972) 419-5500
Email: mralston@fjrpllc.com
About WC 3rd and Trinity
WC 3rd and Trinity, LP, filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case. No.
21-10252) on April 6, 2021. At the time of the filing, the Debtor
disclosed $10 million to $50 million in assets and $1 million to
$10 million in liabilities. Judge Tony M. Davis oversees the case.
The Debtor tapped Fishman Jackson Ronquillo, PLLC as legal counsel
and Columbia Consulting Group, PLLC as financial advisor.
WENDY'S COMPANY: Egan-Jones Keeps B- Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on June 15, 2021, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Wendy's Company.
Headquartered in Dublin, Ohio, Wendy's Company operates fast-food
restaurants.
WOLVERINE WORLDWIDE: Egan-Jones Keeps B Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on June 15, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Wolverine World Wide, Inc.
Headquartered in Rockford, Michigan, Wolverine World Wide, Inc.
manufactures and markets branded footwear and performance
leathers.
WORKDAY INCORPORATED: Egan-Jones Keeps B Senior Unsecured Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on June 16, 2021, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Workday, Inc.
Headquartered in Pleasanton, California, Workday, Inc. provides
enterprise cloud-based applications.
[^] BOND PRICING: For the Week from July 5 to 9, 2021
-----------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Basic Energy Services Inc BASX 10.750 18.781 10/15/2023
Basic Energy Services Inc BASX 10.750 18.781 10/15/2023
Briggs & Stratton Corp BGG 6.875 8.500 12/15/2020
Buffalo Thunder
Development Authority BUFLO 11.000 50.000 12/9/2022
DTE Energy Co DTE 6.375 138.510 4/15/2033
Energy Conversion Devices ENER 3.000 7.875 6/15/2013
Energy Future Competitive
Holdings Co LLC TXU 0.929 0.072 1/30/2037
Federal Farm Credit Banks
Funding Corp FFCB 2.440 99.461 3/22/2034
Federal Farm Credit Banks
Funding Corp FFCB 2.340 99.126 4/1/2033
Federal Home Loan Banks FHLB 0.125 99.833 7/13/2021
Federal National
Mortgage Association FNMA 0.420 99.788 7/13/2023
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
GNC Holdings Inc GNC 1.500 1.250 8/15/2020
GTT Communications Inc GTTN 7.875 13.250 12/31/2024
GTT Communications Inc GTTN 7.875 9.450 12/31/2024
Goodman Networks Inc GOODNT 8.000 44.239 5/11/2022
Iconix Brand Group Inc ICON 5.750 55.397 8/15/2023
Kraft Heinz Foods Co KHC 3.950 111.320 7/15/2025
Liberty Media Corp LMCA 2.250 46.270 9/30/2046
MAI Holdings Inc MAIHLD 9.500 15.875 6/1/2023
MAI Holdings Inc MAIHLD 9.500 15.875 6/1/2023
MAI Holdings Inc MAIHLD 9.500 15.875 6/1/2023
MBIA Insurance Corp MBI 11.444 16.000 1/15/2033
MBIA Insurance Corp MBI 11.444 27.860 1/15/2033
MF Global Holdings Ltd MF 9.000 15.625 6/20/2038
MF Global Holdings Ltd MF 6.750 15.625 8/8/2016
National Rural Utilities
Cooperative Finance NRUC 3.000 99.805 7/15/2021
Navajo Transitional
Energy Co LLC NVJOTE 9.000 65.000 10/24/2024
Nine Energy Service Inc NINE 8.750 51.420 11/1/2023
Nine Energy Service Inc NINE 8.750 51.420 11/1/2023
Nine Energy Service Inc NINE 8.750 47.672 11/1/2023
OMX Timber Finance
Investments II LLC OMX 5.540 0.350 1/29/2020
PPL Capital Funding Inc PPL 3.950 108.124 3/15/2024
Pinnacle Bank/
Nashville TN PNFP 3.314 97.550 7/30/2025
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Revlon Consumer Products REV 6.250 44.952 8/1/2024
Rolta LLC RLTAIN 10.750 2.168 5/16/2018
Sears Holdings Corp SHLD 6.625 0.769 10/15/2018
Sears Holdings Corp SHLD 6.625 1.240 10/15/2018
Sears Roebuck Acceptance SHLD 7.500 0.574 10/15/2027
Sears Roebuck Acceptance SHLD 6.500 0.259 12/1/2028
Sears Roebuck Acceptance SHLD 7.000 0.289 6/1/2032
Sempra Texas Holdings TXU 5.550 13.500 11/15/2014
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Voyager Aviation
Holdings LLC / Voyager
Finance Co VAHLLC 9.000 90.000 8/15/2021
Voyager Aviation
Holdings LLC / Voyager
Finance Co VAHLLC 9.000 67.341 8/15/2021
*********
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,
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*********
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,
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Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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