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/raid1/www/Hosts/bankrupt/TCR_Public/210713.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, July 13, 2021, Vol. 25, No. 193 Headlines 1900 ORCHARD: Asks Court to Extend Plan Exclusivity Thru August 27 232 SEIGEL: Says Bridgecity Attempts to Effectuate Forfeiture 2500 WEST LOOP: Aug. 16 Plan & Disclosure Hearing Set 37 VENTURES LLC: Affiliate Taps Lone Peak as Valuation Expert 5 STAR INVESTMENT: Trustee Taps Akerman as Special Counsel ADVANTAGE MANUFACTURING: Case Summary & 20 Top Unsecured Creditors AIRPORT VAN RENTAL: Seeks to Hire McClellan Davis as Tax Counsel AP CORE: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable AR TEXTILES: Seeks Approval to Hire Buckmiller as Legal Counsel ASHLAND GLOBAL: S&P Affirms 'BB+' ICR, Alters Outlook to Stable AULT GLOBAL: Has 5.5% Stake in Friedman Industries as of June 30 BARETTA INC: Seeks to Hire Ledbetter Law Firm as Legal Counsel BEAR COMMUNICATIONS: Seeks to Hire SSC Advisors as Accountant BHATT CORP: Seeks to Hire Harry P. Long as Bankruptcy Counsel BONNIE TILE: Seeks to Hire Kelley Fulton as Legal Counsel BYRNA TECHNOLOGIES: Bank Temporarily Hikes Revolving Loan to $7.5M CRAVE BRANDS: Trustee Taps Gensburg as Legal Counsel DEALER ACCESSORIES: Case Summary & 18 Unsecured Creditors DIRECTV ENTERTAINMENT: Fitch Assigns FirstTime 'BB+' LT IDR DON & SON EXCAVATING: Seeks Jan. 13 Plan Exclusivity Extension EDGEWATER GENERATION: S&P Lowers Secured Debt Rating to 'BB-' EMPLOYBRIDGE HOLDING: Fitch Assigns FirstTime 'B+' LT IDR EXACTUS INC: 22nd Century Has 15.2% Stake as of June 30 FLIX BREWHOUSE: Case Summary & 20 Largest Unsecured Creditors GENTREE LLC: Voluntary Chapter 11 Case Summary GRUPO AEROMEXICO: Says Shareholders to Buy New Chapter 11 Equity HANDL NEW YORK: Seeks to Hire Hiller Law as Legal Counsel HEALTHCARE ROYALTY: Fitch Assigns FirstTime 'BB' LT IDR HOTEL OXYGEN: August 12 Disclosure Statement Hearing Set JELD-WEN INC: S&P Rates New $550MM Sr. Secured Term Loan 'BB+' KEENE SITE: Seeks to Hire David W. Steen as Legal Counsel LEGACY EDUCATION: All Six Proposals Passed at Annual Meeting LIMETREE BAY: Prepares for Chapter 11 Bankruptcy Filing LINKMEYER PROPERTIES: Disclosure Hearing Continued to Sept. 1 MARRONE BIO: Macquarie Group Reports 11.5% Equity Stake MASONITE INTERNATIONAL: S&P Rates New Senior Unsecured Notes 'BB+' MATLINPATTERSON GLOBAL: Unsecureds Unimpaired in Liquidating Plan MEDLEY LLC: Mgt. Stock To Be Delisted by NYSE After Ch. 11 Filing MY FL MANAGEMENT: Court Approves Disclosure Statement O.P. INVESTMENT: U.S. Trustee Opposes Combined Plan & Disclosures ORCUTT RANCHO: Gets OK to Hire Fox Rothschild as Legal Counsel PIPELINE FOODS: Hits Chapter 11 Bankruptcy Protection PS ON TAP: Taps Freeman, Freeman & Smiley as Legal Counsel QUANTUM VALVE: Case Summary & 20 Largest Unsecured Creditors REMARK HOLDINGS: Increases Authorized Common Shares to 175 Million SEEDTREE MANAGEMENT: August 10 Disclosure Statement Hearing Set SEQUENTIAL BRANDS: Selects Bankruptcy Expert to Board of Directors SPANISH HEIGHTS: 5148 Spanish Heights Says Plan Not Feasible SUNERGY CALIFORNIA: Creditors' Committee Files Liquidating Plan TCMA TRUCKING: Aug. 31 Plan & Disclosure Hearing Set TCMA TRUCKING: Unsec. Creditors to Recover 25% in 84 Months TERVITA CORP: S&P Raises 2nd-Lien Secured Notes Rating to 'BB-' TIDEWATER REALTY: Taps Tydings & Rosenberg as Legal Counsel TRANSOCEAN LTD: Registers 23M Shares Under 2015 Incentive Plan TUMBLEWEED TINY HOUSE: Wins Sept. 14 Exclusivity Extension U-HAUL CO: August 10 Disclosure Statement Hearing Set VERANO RECOVERY: Taps Corbett Steelman as Litigation Counsel VERTEX ENERGY: Richard Jacinto II Reports 6.6% Equity Stake WASHINGTON PRIME: Unsec. Creditors be Paid in Full or be Reinstated WC THOUSAND: Unsecureds to be Paid in Full Without Interest WESLEY ENHANCED: Fitch Rates $120MM 2017A/B Bonds 'BB' WHITE RIVER: To File Amended Disclosure Statement WILLCO X DEVELOPMENT: July 29 Disclosure Statement Hearing Set YC ATLANTA: Plan to Pay All Allowed Claims in Full YELLOW CORPORATION: Registers 15.9M Common Shares [^] Large Companies with Insolvent Balance Sheet ********* 1900 ORCHARD: Asks Court to Extend Plan Exclusivity Thru August 27 ------------------------------------------------------------------ Debtor 1900 Orchard Holdings LLC requests the U.S. Bankruptcy Court for the Eastern District of New York to extend by 60 days the exclusive periods during which the Debtor may file a plan of reorganization to August 27, 2021, and solicit acceptances to October 26, 2021. The Debtor is making significant progress in its negotiations with the Benefit of the Holders of CFCRE 2016-C7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C7 (the "Lender"), and will likely like a plan before the return date of the instant motion. The Debtor submits that the relevant factors favoring their request for exclusivity extensions. Since the Chapter 11 filing, the Debtor has pursued negotiations with the Lender and recently reached an agreement on a term sheet providing for a modification of the mortgage predicated upon a cure payment of $269,462.68 to be made under a plan of reorganization. The plan will also provide for a conventional cure and reinstatement of the secured claim of the U.S. Small Business Administration under 11 U.S.C 1124. Finally, the plan will provide for full payment of Administrative Expenses and Priority Tax Claims, plus deferred distributions to the holders of allowed unsecured claims over a period of two years from the Effective Date. The plan has been drafted and circulated to the Lender's counsel for review and comment. While the Debtor anticipated filing its plan shortly but needs more time to complete negotiations to ensure that the plan provisions implementing the term sheet are acceptable. A copy of the Debtor's Motion to extend is available at https://bit.ly/3hzWtYh from PacerMonitor.com. About 1900 Orchard Holdings 1900 Orchard Holdings LLC, a single asset real estate debtor based in Brooklyn, N.Y., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 21-40529) on February 28, 2021. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP is the Debtor's legal counsel. Wells Fargo Bank, National Association, as trustee for the benefit of the holders of CFCRE 2016-C7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C7, is represented by Christopher P. Schueller, Esq., at Buchanan Ingersoll & Rooney PC. 232 SEIGEL: Says Bridgecity Attempts to Effectuate Forfeiture ------------------------------------------------------------- 232 Seigel Development LLC and 232 Seigel Acquisition LLC submitted a Second Amended Joint Disclosure Statement in connection with their Amended Joint Plan of Reorganization dated July 8, 2021. Since a sale that pays DB and creditors is speculative in the current market, the Debtors explored other exit strategies. The Debtors assert that DB and its predecessors in interest, Bridgecity Capital LLC and Bridgecity Capital QOB LLC ("Bridgecity"), orchestrated an early maturity and then interfered with the Debtors' potential purchasers of the Property to orchestrate a maturity default to effectuate a forfeiture. Upon information and belief, Bridgecity told both Abraham Leifer and Gal Sela not to purchase the Property from Acquisition, but instead to purchase the Property directly from Bridgecity at a lower price post foreclosure. Only later, after Leifer discovered the truth about Bridgecity did Leifer make a new $18,000,000 offer to purchase the Property as the proposed Purchaser and executed a contract, with his contract pending, but this time based on financing. Bridgecity's scheme to induce a default by lulling the Debtors into a false sense of security regarding construction financing and then obstructing the Debtors' loan payoff by interfering with the sale of the Property is not only cause to deny DB default interest, it is grounds for a counterclaim and a credit against principal. It is for the reasons that the Debtors explored the possibility of completing the DB claim allowance litigation, and then moving forward with a recapitalization exit strategy centered on deal to pay off the Mezz Loan and to dismiss the Acquisition bankruptcy. The Debtors believed, and still believe, that this would be the best result since all Development's creditors would be paid in full in cash, including the Mezz Lender, whose claims would otherwise be extinguished in a foreclosure by its affiliate Mortgagee. The Debtors, however, never abandoned their filed Joint Plan for a sale of the Property. By the Amended Joint Plan filed on March 12, 2021, the Debtors proposed to market the Property with Newmark & Company Real Estate. The Amended Plan has two options: the "Recapitalization Option" and the "Sale and Liquidation Option. " At the Confirmation Hearing, the Bankruptcy Court may confirm the Plan based on the option in the best interest of creditors. The two options, however, are mutually exclusive because a condition to the Recapitalization Option is dismissal of the Acquisition case. Only one of the two options may be the basis for Plan confirmation. Recapitalization Option Development Class 3 consists of General Unsecured Claims. Development estimates asserted Claims totaling $10,223. Payment on the Effective Date of the Allowed Amount of the Class 3 Claims plus interest at the Legal Rate as it accrues from the Petition Date through the date of payment. Unimpaired and deemed to have accepted the Plan. Sale and Liquidation Option Acquisition Class 5 consists of General Unsecured Claims. Acquisition estimates asserted Claims totaling $4,510,233. After payment of Acquisition and Development Administrative Claims, Acquisition and Development unclassified Priority Tax Claims, and Acquisition and Development Priority Claims, Class 1, 2, 3 and 4 Claims, Payment on the Effective Date of available Cash from the Property Sale Proceeds up to the Allowed Amount of each Class 4 Claim plus interest at the Legal Rate as it accrues from the Petition Date through the date of payment. Acquisition Class 6 consists of Development, Acquisition's sole Interest Holder. After payment of Acquisition and Development Administrative Claims, Acquisition and Development unclassified Priority Tax Claims, and Acquisition and Development Priority Claims, Class 1, 2, 3, 4 and 5 Claims. Development Class 3 consists of General Unsecured Claims. Development estimates asserted Claims totaling $10,233. Payment on Effective Date of available Cash from the distribution to Acquisition Class 6, after payment of Development Administrative Claims, Development unclassified Priority tax Claims and Development Class 1 and 2 Claims, up to the Allowed Amount of each Class 3 Claim plus interest at the Legal Rate as it accrues from the Petition Date through the date of payment. Development Class 4 consists of Interests Holders. Payment on Effective Date of available Cash after payment of all Acquisition and Development Claims. Recapitalization Option. Under the Recapitalization Option, payments will be made to Development Claimants only by a new Plan Funder pursuant to the terms and conditions to be supplied in a plan supplement at least 14 days before the Confirmation Hearing. The Acquisition case will be dismissed. Sale and Liquidation Option. Under the Sale and Liquidation Option, payments under the Plan will be made from the Property Sale Proceeds of Acquisition's Property. The Property shall be sold subject to higher and better offers. The Mortgagee shall be obligated to assign of its mortgage to Purchaser's mortgagee, if any, in connection with the sale of the Property under the Plan. Marketing will commence in July 2021 by Newmark & Company Real Estate, Inc. A full-text copy of the Second Amended Joint Disclosure Statement dated July 8, 2021, is available at https://bit.ly/3k260sN from PacerMonitor.com at no charge. Counsel for the Debtors: Mark Frankel Backenroth Frankel & Krinsky, LLP 800 Third Avenue, Floor 11 New York, New York 10022 Tel: (212) 593-1100 About 232 Seigel Acquisition 232 Seigel Acquisition classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 232 Seigel Acquisition is the owner of a fee simple title to certain real property in Brooklyn, New York, having a comparable sale value of $18 million. 232 Seigel Development LLC and 232 Seigel Acquisition LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-22844 to 20-22845) on July 14, 2020. 232 Seigel Acquisition disclosed total assets of $18,000,000 and total liabilities of $7,112,316. The Honorable Robert D. Drain is the case judge. The Debtors tapped Mark Frankel, Esq., at BACKENROTH FRANKEL & KRINSKY, LLP, as counsel. 2500 WEST LOOP: Aug. 16 Plan & Disclosure Hearing Set ----------------------------------------------------- 2500 West Loop, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a motion for order conditionally approving the Disclosure Statement and scheduling Plan Confirmation Hearing. On July 8, 2021, Judge David R. Jones conditionally approved the Disclosure Statement and ordered that: * Aug. 16, 2021, at 9:00 a.m., is the combined hearing on confirmation of the Plan, including timely filed objections to confirmation and to final approval of the Disclosure Statement. * Aug. 11, 2021, is the Plan Voting deadline and the deadline to object to Disclosure Statement and Confirmation. A copy of the order dated July 8, 2021, is available at https://bit.ly/3xyACGf from PacerMonitor.com at no charge. About 2500 West Loop 2500 West Loop, Inc., is a privately-held company whose principal assets are located at Suite 422, 2429 Bissonnet St., Houston Texas. 2500 West Loop sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-20459) on Oct. 12, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $500,000. The case is assigned to Judge David R. Jones. The Debtor tapped Johnie J. Patterson, Esq., at Walker & Patterson, P.C., as its legal counsel. 37 VENTURES LLC: Affiliate Taps Lone Peak as Valuation Expert ------------------------------------------------------------- Larada Sciences, Inc., an affiliate of 37 Ventures, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Salt Lake City, Utah-based valuation expert, Lone Peak Valuation Group. The firm's services include: a. conducting a valuation of the Debtor's business and its assets; b. rendering opinions regarding the valuation of the Debtor's business and assets; c. reviewing and analyzing valuation opinions of the Debtor's business and assets provided by other valuation experts; d. providing expert testimony with respect to any valuation opinions; and e. computing commercial litigation and intellectual property damages related to any ongoing and future litigation of the Debtor. Jeff Pickett, a principal at Lone Peak who will be providing the services, will be paid at the rate of $300 per hour. Additionally, Lone Peak may require the use of other professionals whose hourly rates range from $100 to $440. The firm will receive reimbursement for out-of-pocket expenses incurred. Mr. Pickett disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey S. Pickett Lone Peak Valuation Group 36 South State Street, Suite 500 Salt Lake City, UT 84111 Tel: (801) 708-7700 About 37 Ventures 37 Ventures, LLC, a company based in Thousand Oaks, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10261) on March 18, 2021. Its affiliate, Larada Sciences, Inc., a Utah-based company that owns and operates clinics dedicated to head lice prevention and treatment, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 21-10269) on March 19, 2021. The cases are jointly administered under Case No. 21-10261. Judge Deborah J. Saltzman oversees the cases. In their petitions, 37 Ventures and Larada Sciences disclosed assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Levene Neale Bender Yoo & Brill, LLP serves as 37 Ventures' legal counsel. Larada Sciences tapped Cohne Kinghorn, PC as bankruptcy counsel, Zolkin Talerico LLP as local counsel, and Rocky Mountain Advisory, LLC as financial advisor. 5 STAR INVESTMENT: Trustee Taps Akerman as Special Counsel ---------------------------------------------------------- Douglas Adelsperger, the Chapter 11 trustee for 5 Star Investment Group, LLC and its affiliates, received approval from the U.S. Bankruptcy Court for the Northern District of Indiana to hire Akerman, LLP as his special counsel. The trustee needs the firm's services to collect a judgment entered by the court in his favor in an adversary proceeding (Case No. 17-03032-hcd) involving Global Impact Companies, LLC and Adam LaFavre. The hourly rates charged by the firm are as follows: Discounted Hourly Rates ----------------------- David Otero, Attorney $575 per hour Raye Elliott, Attorney $425 per hour Paralegals $200 per hour As disclosed in court filings, Akerman neither holds nor represents any interest adverse to the Debtors' bankruptcy estates. The firm can be reached through: David E. Otero, Esq. Akerman, LLP 50 North Laura Street, Suite 3100 Jacksonville, FL 32202 Phone: +1 904 798 3700 / +1 904 598 8604 Fax: +1 904 798 3730 Email: david.otero@akerman.com About 5 Star Investment Group On Nov. 5, 2015, the U.S. Securities Exchange Commission filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the U.S. District Court for the Northern District of Indiana, Hammond Division. In its complaint, the SEC alleged that Mr. Miller, 5 Star Capital Fund and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3.9 million. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte temporary restraining order, asset freeze and other emergency relief in the SEC action. 5 Star Investment Group and its 10 affiliates owned by Mr. Miller sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The Debtors' counsel was Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago. Judge Harry C. Dees, Jr. oversees the cases. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. Rubin & Levin, P.C. and Akerman, LLP serve as the trustee's bankruptcy counsel and special counsel, respectively. The Office of the U.S. Trustee formed an official committee of unsecured creditors in the Debtors' cases. The Committee is represented by May Oberfell Lorber. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. On June 24, 2016, the court entered its agreed order granting the trustee's motion for substantive consolidation. ADVANTAGE MANUFACTURING: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: Advantage Manufacturing, Inc. 616 South Santa Fe St Santa Ana, CA 92705 Business Description: Advantage Manufacturing, Inc. produces pool, spa and pond water filtration equipment such as pumps and related products. Chapter 11 Petition Date: July 11, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-11723 Judge: Hon. Theodor Albert Debtor's Counsel: Michael G. Spector, Esq. LAW OFFICES OF MICHAEL G. SPECTOR 2122 N. Broadway Santa Ana, CA 92706 Tel: 714-835-3130 Fax: 714-558-7435 Email: mgspector@aol.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Lyann Courant, CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/F4RGRJI/Advantage_Manufacturing_Inc__cacbke-21-11723__0001.0.pdf?mcid=tGE4TAMA AIRPORT VAN RENTAL: Seeks to Hire McClellan Davis as Tax Counsel ---------------------------------------------------------------- Airport Van Rental, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ McClellan Davis, LLC, as their tax counsel. The Debtor requires the services of such counsel because the California Department of Tax and Fee Administration (CDTFA) has filed a proof of claim, asserting a priority tax claim in excess of $13.6 million. The Debtor believes that the CDTFA's claim is grossly overstated and requires tax counsel to investigate the basis for the alleged claim, advise the Debtor regarding the validity of the claim, commence proceedings to challenge the alleged claim, and negotiate with the CDTFA regarding any potential settlement. The firm's hourly rates are as follows: Jesse W. McClellan, Esq. $450 per hour Lucian Khan, Esq. $450 per hour Dan Davis, CPA $400 per hour Stephen Stafford, CPA $400 per hour James R. Dumler, CPA $350 per hour Ted Matthies, CMI $350 per hour Melissa Clark $260 per hour Mitchell Stradford $250 per hour Cathy Hughes $85 per hour Jesse McClellan, Esq., co-founder of McClellan Davis, disclosed in a court filing that the firm and its attorneys are disinterested persons within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jesse W. McClellan, Esq. McClellan Davis, LLC 508 Gibson Drive, Suite 120 Roseville, CA 95678 Phone: (855) 995-6789 Fax: 916-788-0989 Email: taxhelp@salestaxhelp.com About Airport Van Rental Airport Van Rental, Inc. -- https://www.airportvanrental.com -- is a van rental company offering short and long-term rentals for road trips, weekend journeys, moving, and any other group outings. Airport Van Rental and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 20-20876) on Dec. 11, 2020. Yazdan Irani, president and chief executive officer, signed the petitions. In its petition, Airport Van Rental disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Sheri Bluebond oversees the cases. The Debtors tapped Danning, Gill, Israel & Krasnoff, LLP as their bankruptcy counsel, CSA Partners LLC as financial consultant, Joel Glaser, APC as litigation counsel, and McClellan Davis, LLC as tax counsel. Kevin S. Tierney is the Debtors' chief reorganization officer. The U.S. Trustee for Region 16 appointed an official committee of unsecured creditors on Feb. 3, 2021. Elkins Kalt Weintraub Reuben Gartside, LLP and B. Riley Advisory Services serve as the committee's bankruptcy counsel and financial advisor, respectively. AP CORE: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable -------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to U.S.-based internet company College Parent L.P. (formerly Verizon Media Group; d/b/a Yahoo) and core operating subsidiary AP Core Holdings II LLC. AP Core is issuing a $750 million senior secured term loan B-1, $750 million senior secured term loan B-2, and $150 million senior secured revolving credit facility to help fund the acquisition of College Parent by private equity company Apollo Global Management Inc. S&P Global Ratings assigned its 'B' issue-level and '2' recovery ratings to AP Core's proposed senior secured debt. The supporting collateral comprises only the EBITDA-generating assets held at AP Core, which accounts for about 80% of College Parent's pro forma EBITDA and 99% of its cash flow, considering projected cost-saving initiatives. In addition, the company is issuing $500 million senior unsecured notes and an undrawn $850 million senior delayed-draw term loan (both unrated and not backed by the collateral at AP Core), along with preferred equity of about $3.3 billion to support the transaction. S&P said, "The stable outlook reflects our expectation for College Parent to maintain free operating cash flow (FOCF) to debt of less than 5% and adjusted leverage of about 16x in 2021, inclusive of $3.3 billion of preferred equity in adjusted debt. We expect low-single-digit percentage revenue growth over the next 12 months. "Our 'B-' issuer credit rating on College Parent reflects operations in the intensely competitive internet market against peers with more resources and greater market share, ongoing changes to data privacy and technology that could affect competitiveness, elevated leverage, and weak FOCF. The company's well-known brand and solid presence in the digital search and display advertising market somewhat temper these weaknesses." Yahoo faces competitive pressures from larger peers and declining market share. Yahoo operates in an industry dominated by larger peers. Despite well-known brand recognition and some leading market verticals, the company is still far behind peers in the size of its user and revenue base. Yahoo estimates it reaches 900 million active users a month, whereas its larger competitors reach 2x-3x more. These competitors generate substantially more revenue and EBITDA given significantly larger networks of users, number of products, advertisers, and financial resources. S&P said, "We believe Yahoo will have trouble taking share given the superior brand strength and resources of the competition. For example, Google through its brand recognition and dedicated web browser (Chrome) maintains the lion's share of internet search-based traffic. In our view, Yahoo lacks the resources and competitive offerings to earn back lost share. We expect its search business will continue to decline 6%-8% annually." Yahoo continues to add premium products to expand its user base and increase monetization opportunities across its consumer properties (mail, finance, sports, news, and entertainment). These include Yahoo Finance Plus, a paid subscription that provides greater depth of analytics and data than Yahoo Finance, and Yahoo Sportsbook, which facilitates sports betting through Yahoo. However, the company has not achieved widespread adaption of the products among its active users, and they constitute a small percentage of overall revenue. Although not direct competitors, media companies such as Snap Inc. and TikTok have expanding and dedicated user bases, particularly those in their teens to early 20s, in addition to smaller emerging and niche social media platforms. These companies and others alike could drive users and advertising spending away from the Yahoo consumer properties. S&P said, "We view the company as subject to disruption from changes in data privacy and technology. These could be impediments if Yahoo cannot adapt. Google's transition away from third-party cookies in Chrome is expected to start in 2023. This poses uncertainty for Yahoo and the larger web digital advertising ecosystem given the significant dependence on third-party cookies for targeted advertising. The Safari and Firefox browsers previously disabled third-party cookies, which lowered ad effectiveness and caused cost per thousand views (CPMs) for digital advertising on those browsers to decline meaningfully. Yahoo's large internal database of propriety data, including user's email accounts, search trends, and content viewership, provide a large suite of data that could somewhat offset limitations from changes to data privacy. We also believe new and current competitors with different technologies and capabilities can pose threats to Yahoo and other internet companies. Yahoo will need to be constantly aware of emerging technology to successfully integrate and provide it to its user base or risk losing market share." Traffic acquisition costs expose College Parent to earnings volatility. A substantial portion of College Parent's cost base includes traffic acquisition costs (TAC), payments made to a distribution network of third-party entities and companies that direct consumer and business traffic to Yahoo online properties and services. These costs typically constitute about 40% of College Parent's net revenue. Although, TAC has been stable over the last several years, if College Parent experienced an increase in TAC this could lead to margin erosion and earnings volatility. Yahoo benefits from secular trends toward digital advertising. S&P expects digital advertising to continue to gain share from traditional media such as television, radio, and outdoor billboards. Increased dollars shifting to programmatic advertising (automated ad buying and selling) will likely support Yahoo's platform growth over the next few years. Given the scope of Yahoo's ecosystem including its consumer properties (mail, news, finance, sports, entertainment) and search, it is in a favorable position to monetize the expected increase in digital advertising spending across its various channels and diverse users. However, we believe larger peers are in stronger position to capture market share because advertisers will direct spending more toward entities with larger user bases. Additionally, 85% of 2020 revenue came from advertising, and we view such concentration as a key risk. We think Yahoo would be somewhat susceptible to an economic downturn, in which consumer spending declined and advertisers pulled back digital advertising spending, which could result in earnings volatility." This happened in 2020 when Yahoo's advertising revenue declined about 5.5%. S&P said, "We expect Yahoo will maintain FOCF to debt of less than 5% and elevated leverage over the next 12 months. The company will have difficulty deleveraging until it sufficiently increases EBITDA given its high debt load. As part of the transaction, College Parent will issue $3.3 billion of preferred stock split between Apollo and Verizon, which we include in S&P Global Ratings-adjusted debt. We take this approach because there is no provision for the preferred and common equity issued to Apollo to be owned and sold together or to limit the sale of the Apollo preferred equity to third parties. We believe there is a lack of permanence to the preferred equity issued to Verizon because it could be called at any time by the issuer, and we typically assign no equity content to hybrid instruments issued to only one investor. Absent this treatment, over the next 12 months we would still expect leverage over 7x and FOCF to debt of less than 5%, levels we view commensurate with the rating. "The company relies heavily on planned cost-saving initiatives to support EBITDA growth and FOCF, which carries execution risk. Yahoo has identified a significant amount of cost-savings from operational efficiency improvements from which we expect it will begin to realize synergies from in 2023. We note there are significant one-time costs to achieve the savings. The company will also rely heavily on the cost-savings to support FOCF and EBITDA growth. If Yahoo is unable to successfully implement its cost-savings, FOCF would be significantly pressured. We would also expect adjusted EBITDA to decline given our expectations for competitive pressures and loss of business to larger peers. "Apollo's ownership of College Parent is a limiting factor to our rating. We generally view companies owned by financial sponsors as having more aggressive financial policies given the risk of large cash distributions, increased debt, or leveraged buyouts. We expect Apollo will continue to use excess cash to reinvest in the business and fund cost-savings, however, we cannot rule out the possibility of debt-financed shareholder returns. Verizon announced it has entered into an agreement to sell the rights to Yahoo branding and technology in Japan (Yahoo! Japan) to Softbank's Z Holdings Corp. for $1.6 billion. Yahoo expects to use a significant portion of the proceeds to pay a dividend split among Apollo and Verizon, the remainder to fund capital expenditures (capex). Although this distribution was not debt-financed, we believe it shows Apollo has an appetite for shareholder returns. Our base-case forecast incorporates no additional dividends. The company's senior secured credit facility includes an excess cash flow sweep provision that should aid in debt reduction. "We view AP Core as a core member of the College Parent group and that our 'B-' rating is congruent with the rating on College Parent. We expect AP Core will contribute the majority of College Parent's EBITDA and cash flow. AP Core includes the company's consumer properties such as mail, finance, news, sports and other Yahoo brands, and search business. Given the substantial business at AP Core relative to the College Parent group, we view it as integral to the group's strategy and identity, and that the entities at AP Core would unlikely be sold. As such, we assigned a 'B-' rating to AP Core, congruent with the rating on the ultimate parent. "The entities held outside AP Core include the company's ad tech, media platform, and membership services businesses. We believe they provide diversity to College Parent, but contribute minimal EBITDA and cash flow to the group. This signifies the greater importance that AP Core maintains relative to College Parent. The ad tech business, which helps facilitate the monetization of ads for a large and diverse group of internet publishers, represents a potential growth opportunity as it continues to scale up, given the rising growth in digital advertisements. However, the segment generates negative EBITDA, which we do not expect to turn positive for several more years. The media platform business, which provides a content delivery network and video streaming services to large and well-known content providers, represents another emerging opportunity given the rise of online streaming content. But it also generates negative EBITDA with a sizable cost base. The membership services segment, including the AOL brand, contributes positive EBITDA, but we view it to be in decline given competitive pressures and a declining subscription base. "The stable outlook reflects our expectation for College Parent to maintain FOCF to debt of less than 5% and adjusted leverage of about 16x in 2021, inclusive of $3.3 billion of preferred equity in adjusted debt. We expect low-single-digit percentage revenue growth over the next 12 months supported by low-double-digit growth in the consumer properties and ad tech, offset by mid-single-digit declines in search and membership services." S&P may lower its ratings on College Parent over the next 12 months if: -- Organic growth and profitability fall short of S&P's base case because of increased competition, further loss of market share, or data privacy changes indicating a structural change in the company's business; -- The company cannot execute on its planned cost-saving initiatives, leading to negligible FOCF; or -- Its financial sponsor engages in a more aggressive financing policy, raising leverage for acquisitions or shareholder returns, such that S&P views the capital structure as unsustainable. Although unlikely, S&P could raise its ratings on College Parent over the next 12 months if: -- The company expands its business, improves market share, and implements planned cost-savings such that it generates healthy free cash flow, with FOCF to debt sustained above 5% and debt leverage declining to the single-digit percentage area; and -- S&P believes its financial sponsor is committed to maintaining lower leverage and the risk of releveraging is low. AR TEXTILES: Seeks Approval to Hire Buckmiller as Legal Counsel --------------------------------------------------------------- AR Textiles Ltd. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Buckmiller, Boyette & Frost, PLLC to serve as legal counsel in its Chapter 11 case. The firm's hourly rates are as follows: Matthew W. Buckmiller $325 per hour Joseph Z. Frost $300 per hour Blake Y. Boyette $300 per hour Joseph Frost, Esq., managing partner at Buckmiller, disclosed in a court filing that his firm is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph Frost, Esq. Buckmiller, Boyette & Frost, PLLC 4700 Six Forks Road, Suite 150 Raleigh, NC 27609 Tel: 919-296-5040 Fax: 919-890-0356 Email: jfrost@bbflawfirm.com About AR Textiles Robersonville, N.C.-based AR Textiles Ltd. filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 21-01441) on June 28, 2021. In the petition signed by Pasqual Alles, vice president, the Debtor disclosed $5,744,986 in assets and $22,227,509 in liabilities. Judge David M. Warren oversees the case. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC is the Debtor's legal counsel. ASHLAND GLOBAL: S&P Affirms 'BB+' ICR, Alters Outlook to Stable --------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit rating on Ashland Global Holdings Inc., as well as subsidiaries Ashland LLC and Hercules LLC, and revised the outlook to stable from negative. S&P also affirmed the 'BB+' issue-level ratings on the unsecured debt and on the subordinated notes at Hercules LLC. The '3' recovery ratings on both are unchanged. The stable outlook reflects S&P's belief that Ashland will maintain adequate liquidity and credit metrics appropriate for the rating over the next 12 months. Economic recovery will lead to improved demand for some of Ashland's key end markets. S&P said, "The outlook revision reflects our expectations for improvements in EBITDA and free cash flow in 2021, beyond our previous expectations. Ashland is exposed to more resilient end markets on the consumer side, and as the economies rebound following the COVID-19 pandemic, we expect better demand for Ashland's products on both the consumer and industrial sides. Additionally, Ashland's recent Schulke and Mayr Gmbh acquisition should benefit earnings and strengthen Ashland's consumer business portfolio. We continue to view credit measures and financial policies as appropriate for the 'BB+' rating and we expect S&P Global Ratings'-adjusted funds from operations (FFO) to debt to remain between 20% and 30% on a weighted-average basis." Over the medium to long term, S&P believes Ashland's increasing specialty chemicals orientation should result in higher and more stable operating profitability than in the past. The company's specialty ingredients segment is a global leader in cellulose ethers, vinyl pyrrolidones, and biofunctionals and typically generates EBITDA margins of more than 20%. The specialty ingredients segment derives a large portion of its earnings from the relatively stable personal care, pharmaceutical, and nutrition end markets, which provide some stability in the company's operating results. Ashland's key business strengths include its leading market positions, good product, end-market, and geographic diversity, and relatively stable end-market demand in certain segments. Even though Ashland now benefits from greater earnings stability than in the past, we expect moderate fluctuations due to volatile raw material input costs and the company's exposure to economic and industry cycles. Additionally, Ashland continues to focus on its additives ingredients portfolio, and has recently announced a strategic review of its performance adhesives business unit. S&P Said, "We expect the company's financial policies to support credit metrics in line with the current rating. We expect Ashland will maintain credit measures in line with our expectations for the rating, including S&P Global Ratings'-adjusted weighted average FFO to total adjusted debt of 20%-30%. We expect financial policies to support credit measures in this range, and results in 2021 to benefit from economic recovery and improved demand. "The stable outlook reflects our expectation that credit measures will remain appropriate for the 'BB+' rating over the next 12 months. Credit measures have improved as the economy recovers following the pandemic, and we expect pro forma weighted average FFO to debt of between 20% and 30% on a sustained basis. Our base-case scenario assumes volumes will grow roughly in line with GDP with additional contribution from the acquisition of the performance business of Schulke and Mayr, and that EBITDA margins should improve into the low- to mid-20% area over the next couple of years, as the company benefits from the divestiture of the lower-margin composites business, as well as cost-reduction initiatives and improving product mix. Our base case assumes financial policies remain consistent, and we do not assume any large debt-funded acquisitions or share repurchases. "We could take a negative rating action over the next 12 months if the company's performance deteriorates and we believe its pro forma weighted-average FFO to debt will drop and remain below 20% on a sustained basis. This could occur if organic revenues are flat and EBITDA margins fall 250 basis points or more below our base-case expectations. Such a scenario could occur if macroeconomic conditions deteriorate, leading to broad-based declines in volumes and pricing for Ashland's products. We could also consider a downgrade if we believe Ashland's financial policy decisions are becoming more aggressive, for example, if the company pursues large debt-funded acquisitions or shareholder rewards or if an activist investor presence leads to similar actions that might weaken credit measures. Finally, if Ashland is unable to offset the loss in earnings from a potential divestiture of its Performance Adhesives business with lower debt, it could lead to a negative action. "In order to raise the ratings to investment grade over the next 12 months, we would need to see further improvement in credit measures, with weighted average FFO to debt exceeding 30% on a sustained basis, as well as commitment from the company to maintain credit measures at investment-grade levels. Credit measures could reach these levels if organic revenues increase by more than 2%, combined with EBITDA margins that are at least 500 basis points higher than our current forecast. This could be driven by better-than-expected execution of cost-savings initiatives or better market share. Before considering an upgrade, we would also need to gain more clarity regarding Ashland's financial policies and its commitment to investment-grade credit measures rather than other priorities such as debt-funded acquisitions or shareholder rewards." AULT GLOBAL: Has 5.5% Stake in Friedman Industries as of June 30 ---------------------------------------------------------------- Ault Global Holdings, Inc. disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of June 30, 2021, it beneficially owns 380,000 shares of common stock of Friedman Industries, Incorporated, which represents 5.51 percent based upon 6,899,537 shares outstanding, which is the total number of shares outstanding as of July 7, 2021, as reported in the issuer's Annual Report on Form 10-K filed with the SEC on July 7, 2021. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/39092/000121465921007410/j78214sc13d.htm About Ault Global Holdings, Inc. Ault Global Holdings, Inc. (fka DPW Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Global reported a net loss of $32.73 million for the year ended Dec. 31, 2020, compared to a net loss of $32.94 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $234.03 million in total assets, $57.56 million in total liabilities, and $176.47 million in total stockholders' equity. BARETTA INC: Seeks to Hire Ledbetter Law Firm as Legal Counsel -------------------------------------------------------------- Baretta, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire Ledbetter Law Firm, LLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) analyzing the Debtor's financial condition and rendering advice in determining whether to file a petition in bankruptcy; (b) preparing and filing a Chapter 11 plan, disclosure statement and other legal documents; (c) representing the Debtor at the meeting of creditors and court hearings; (d) representing the Debtor in adversary proceedings and other contested bankruptcy matters; and (e) representing the Debtor at federal and state court lawsuits and administrative proceedings related or ancillary to its Chapter 11 proceeding. The Debtor will employ the firm at the standard hourly rate of $300. The firm received a retainer in the amount of $10,000. Ledbetter Law Firm does not represent interest adverse to the Debtor in the matters upon which it is to be engaged, according to court papers filed by the firm. The firm can be reached through: Frank R. Ledbetter, Esq. Ledbetter Law Firm, LLC 141 N. Meramec Avenue, Suite 24 Saint Louis, MO 63105 Tel: (314) 535-7780 Fax: (314) 533-7078 Email: stlatty@gmail.com About Baretta Inc. Baretta, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 21-40914) on March 15, 2021. At the time of the filing, the Debtor had between $500,001 and $1 million in assets and between $100,001 and $500,000 in liabilities. Judge Bonnie L. Clair oversees the case. Ledbetter Law Firm, LLC serves as the Debtor's legal counsel. BEAR COMMUNICATIONS: Seeks to Hire SSC Advisors as Accountant ------------------------------------------------------------- Bear Communications, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire the accounting firm of SSC Advisors, Inc. to prepare its monthly reports, tax returns and provide other accounting services. The firm's hourly rates are as follows: Partners $280 per hour Senior Managers $225 per hour Managers $185 per hour Senior Associates $160 per hour Associates $120 per hour The retainer fee is $15,000. As disclosed in court filings, SSC Advisors is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michele Hammann, CPA, CVA SSC Advisors, Inc. 3320 Clinton Parkway Court, Suite 120 Lawrence, KS 66047 Phone: (785) 856‐5480 Email: m.hammann@ssccpas.com About Bear Communications Lawrence, Kan.-based Bear Communications, LLC -- http://www.bearcommunications.net-- is a communications contractor offering aerial construction, underground construction, splicing, subscriber drop placement, residential and commercial installations, residential and commercial wiring, consulting, and testing services. Bear Communications filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case No. 21-10495) on May 28, 2021. At the time of the filing, the Debtor disclosed total assets of up to $50 million and total liabilities of up to $100 million. Judge Dale L. Somers presides over the case. W. Thomas Gilman, Esq., at Hinkle Law Firm LLC, represents the Debtor as legal counsel. The U.S. Trustee for Region 20 appointed an official committee of unsecured creditors on June 29, 2021. The committee is represented by Robert Hammeke, Esq. BHATT CORP: Seeks to Hire Harry P. Long as Bankruptcy Counsel ------------------------------------------------------------- Bhatt Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ the Law Office of Harry P. Long, LLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor regarding its powers and duties under the Bankruptcy Code; b. negotiating and formulating a plan of arrangement under Chapter 11 which will be acceptable to creditors and equity security holders; c. dealing with secured lien claimants regarding arrangements for the Debtor's payment of its debts and, if appropriate, contesting the validity of the liens; d. preparing legal papers; and e. other legal services which may be necessary. The firm received $10,160 as retainer. Harry Long, Esq., the firm's attorney who will be handling the case, will charge $400 per hour for his services. Mr. Long disclosed in a court filing that his firm is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Harry P. Long, Esq. The Law Offices of Harry P. Long, LLC P.O. Box 1468 Anniston, AL 36202 Phone: 256-237-3266 Email: hlonglegal8@gmail.com About Bhatt Corporation Bhatt Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 21-40661) on July 2, 2021. In the petition signed by Kamalnayan Bhatt, president, the Debtor disclosed $500,001 to $1 million in both assets and liabilities. Judge James J. Robinson oversees the case. The Law Offices of Harry P. Long, LLC serves as the Debtor's legal counsel. BONNIE TILE: Seeks to Hire Kelley Fulton as Legal Counsel --------------------------------------------------------- Bonnie Tile II, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Kelley Fulton & Kaplan, P.L. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor regarding its powers and duties and the continued management of its business; (b) advising the Debtor regarding its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; (c) preparing legal documents; (d) protecting the interest of the Debtor in all matters pending before the court; and (e) representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm has agreed to perform the services at the reduced hourly rate of $425. Kelley Fulton & Kaplan will also be reimbursed for out-of-pocket expenses incurred. It received a retainer in the amount of $25,000. Craig Kelley, Esq., a partner at Kelley Fulton & Kaplan, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Kelley Fulton can be reached at: Craig I. Kelley, Esq. Kelley Fulton & Kaplan, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 Email: dana@kelleylawoffice.com About Bonnie Tile II LLC Bonnie Tile II, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-16210) on June 25, 2021. In the petition signed by Dennis R. Hughes, managing member, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $1 million. Judge Erik P. Kimball oversees the case. Craig I. Kelley, Esq., at Kelley, Fulton & Kaplan, P.L., is the Debtor's legal counsel. BYRNA TECHNOLOGIES: Bank Temporarily Hikes Revolving Loan to $7.5M ------------------------------------------------------------------ Byrna Technologies Inc. entered into a First Omnibus Loan Modification Agreement with Needham Bank, a Massachusetts co-operative bank, that modifies that certain Commercial Loan and Security Agreement dated as of Jan. 19, 2021. Pursuant to the Loan Agreement, the Lender established a revolving line of credit of up to $5,000,000 as evidenced by a Secured Revolving Line of Credit Note executed by the Company in favor of the Bank and a non-revolving equipment line of credit of up to $1,500,000 as evidenced by equipment term notes in the principal amounts drawn from time to time. Pursuant to the Amendment, the Lender and Company agreed to (i) temporarily for a 150-day period increase the Company's principal amount on the Revolving Note from $5,000,000 to $7,500,000, (ii) temporarily for a 150-day period increase the credit limit under the Loan Agreement from $5,000,000 to $7,500,000, and (iii) a one-time non-refundable modification fee payable to Lender by the Company for the increased borrowing ability of $18,750, with one-half paid upon execution of the Agreement and one-half due only if the Company's aggregate outstanding principal balance exceeds $5,000,000. In addition, the Company agreed that upon the expiration of the 150-day period it would use the proceeds of any equity raise consummated during such time to make payments under the Revolving Note such that the aggregate principal balance of outstanding advances under the Revolving Note are equal or less to $5,000,000. About Byrna Technologies Headquartered in Byrna Technologies Inc. -- www.byrna.com -- is a less-lethal defense technology company, specializing in innovative next generation solutions for security situations that do not require the use of lethal force. Its primary focus is its Byrna line of products, launched in 2019, which the Company sells directly to U.S. consumers through its Byrna e-commerce site, as well as to dealers and distributors primarily in the United States and South Africa. Byrna Technologies reported a net loss of $12.55 million for the year ended Nov. 30, 2020, a net loss of $4.41 million for the fiscal year ended Nov. 30, 2019, a net loss of $2.15 million for the fiscal year ended Nov. 30, 2018, and a net loss of $2.8 million for the fiscal year ended Nov. 30, 2017. As of May 31, 2021, the Company had $22.03 million in total assets, $8.88 million in total liabilities, and $13.15 million in total stockholders' equity. CRAVE BRANDS: Trustee Taps Gensburg as Legal Counsel ---------------------------------------------------- Matthew Brash, the Subchapter V trustee appointed in Crave Brands, LLC's Chapter 11 case, seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Gensburg Calandriello & Kanter, P.C. as his legal counsel. The firm's services include: a. examining legal documents and pending contested matters or litigation; b. providing legal advice with respect to Mr. Brash's powers and duties as a Subchapter V trustee operating the Debtors' business and managing its property under Section 1183(b)(5); c. negotiating, drafting and pursuing all documentation necessary in the Debtor's Chapter 11 case; d. preparing legal papers; e. appearing in court; f. attending all meetings and negotiating with representatives of creditors, the U.S. trustee and other parties-in-interest; g. providing legal advice regarding bankruptcy law, corporate law, corporate governance, transactional, tax, litigation, and other issues to the trustee in connection with the Debtor's ongoing business operations; and h. performing all other necessary legal services. The firm's hourly rates are as follows: Shareholder $275 to $500 per hour Senior Counsel $450 per hour Associates $260 to $330 per hour Legal Assistants/Paralegals $125 per hour Matthew T. Gensburg $450 per hour E. Philip Groben $335 per hour Alexis E. Clinebell $275 per hour As disclosed in court filings, Gensburg Calandriello is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: E. Philip Groben, Esq. Matthew T. Gensburg, Esq. Gensburg Calandriello & Kanter, P.C. 200 West Adams St., Ste. 2425 Chicago, IL 60606 Phone: 312-263-2200 Fax: 312-263-2242 Email: pgroben@gcklegal.com mgensburg@gcklegal.com About Crave Brands Crave Brands LLC, a company based in Chicago, Ill., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-04729) on April 9, 2021. In the petition signed by Steve Karfaridis, manager, the Debtor disclosed total assets of up to $50,000 and liabilities of up to $10 million. Judge Timothy A. Barnes oversees the case. Matthew Brash is the Subchapter V trustee appointed in the Debtor's bankruptcy case. Thompson Coburn, LLP and Ostrow Reisin Berk & Abrams, Ltd. serve as the Debtor's bankruptcy counsel and accountant, respectively. LQD Financial Corp., a creditor, is represented by William J. Factor, Esq., of the Law Office of William J. Factor, Ltd. DEALER ACCESSORIES: Case Summary & 18 Unsecured Creditors --------------------------------------------------------- Debtor: Dealer Accessories, LLC d/b/a ClearBra Indy 1071 3rd Ave Sw. Carmel, IN 46032 Business Description: Dealer Accessories, LLC offers paint protection film designs, professional installations, and customer service. Chapter 11 Petition Date: July 12, 2021 Court: United States Bankruptcy Court Southern District of Indiana Case No.: 21-03197 Judge: Hon. James M. Carr Debtor's Counsel: KC Cohen, Esq. KC COHEN, LAWYER, PC 151 N Delaware St., Ste. 1106 Indianapolis, IN 46204 Tel: 317-715-1845 E-mail: kc@esoft-legal.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kyle Owen, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/THNT25Y/Dealer_Accessories_LLC__insbke-21-03197__0001.0.pdf?mcid=tGE4TAMA DIRECTV ENTERTAINMENT: Fitch Assigns FirstTime 'BB+' LT IDR ----------------------------------------------------------- Fitch Ratings has assigned a first time Long-Term Issuer Default Rating (IDR) of 'BB+' to DIRECTV Entertainment Holdings, LLC (DIRECTV) and DIRECTV Financing, LLC (DIRECTV Financing). The Rating Outlook is Stable. Fitch has also assigned a 'BBB-'/'RR1' rating to DIRECTV Financing's proposed first-lien revolver and term loan. DIRECTV's 'BB+' IDR includes a one-notch uplift from AT&T's 70% economic ownership at the transaction close. Fitch believes there are moderate linkages owing to the significant size of DIRECTV, materiality to AT&T and product bundling opportunities with AT&T's broadband and wireless services under a series of commercial agreements. In February 2021, AT&T announced a spin-off of its video business into a new entity at an enterprise value of $16.25 billion. The new entity, DIRECTV, will be 70% owned by AT&T and 30% by TPG Capital. The transaction is expected to close in July-August 2021 timeframe and funded by approximately $6.4 billion of debt and $10.25 billion of equity. The proposed debt structure includes a $500 million first-lien revolver and $6.2 billion first-lien debt due in 2027. In addition to the 70% and 30% common interest owned by AT&T and TPG, respectively, the equity portion includes $1.8 billion of senior preferred equity issued to TPG and AT&T will be issued $4.25 billion of junior preferred equity and $4.2 billion of common catch-up equity. Fitch does not consider preferred equity as debt of the rated entity due to lack of event of default and cross default/acceleration provisions. KEY RATING DRIVERS Scale: DIRECTV's video subscriber base (combined DIRECTV, U-verse, AT&T TV and legacy AT&T TV Now and Watch TV) is the second largest traditional multi-channel video programming distributor (MVPD) in the U.S. with approximately 16.5 million subscribers at the end of 1Q21, second only to Comcast which has 21.9 million cable subscribers. DIRECTV is largest by video revenue (excludes cable broadband). Scale is a crucial element with MVPD operators as secular pressures weigh on costs, and scale benefits MVPDs with respect to programming costs as it provides greater negotiating power with content providers and in retransmission consent negotiations with TV broadcasters. Subscriber Pressures: Secular pressures have resulted in declining subscribers of traditional linear television as a result of shifting consumer preferences and technology changes. The pandemic further accelerated the shift, increasing competition and the number of streaming options available to viewers. Although still significant, DIRECTV's premium subscriber loss rates have substantially improved over the past six quarters as video losses peaked in 3Q'19 at 1.16 million subscribers. Net losses improved to 600,000 in 1Q21 from 896,000 in 1Q20. Subscriber losses exacerbated in 2019 due to content blackouts following disputes with CBS and Nexstar and billing system issues together with the roll-off of promotion credits after a two-year price lock expired in 2018/2019. Also during this time, AT&T's focus on cash led to a cut in media spend related to its premium video products and an increase in introductory pricing. Fitch expects subscriber loss rates will improve over the rating horizon but still average in preteen double digits. Execution on Next Generation AT&T TV: AT&T launched its next generation AT&T TV product in March 2020. This product delivers video over a software-based video architecture and is a more robust linear TV offering than its prior iterations of over the top (OTT) direct-to-consumer products such as DIRECTV Now, which later became AT&T TV Now. For the next generation product, AT&T has reported high satisfaction rates and strong attach rates with broadband services. Fitch believes successful execution on the deployment and growth of the AT&T TV product will be a key risk factor for DIRECTV in mitigating secular subscriber losses in the traditional satellite-based DIRECTV product. AT&T TV will also provide bundling opportunities with its parent, including in its wireline footprint where DIRECTV's video service can be readily bundled with high-speed data services over AT&T's fiber and IP-based broadband services. The companies are expected to enter into a series of commercial agreements, including product bundling & sales, at the close of the transaction. Financial Flexibility: FCF is expect to be relatively strong with annual capex intensity in the 1%-1.5% range going forward. The company does not anticipate the need to launch replacement satellites for an 8-10 year period, and the development costs of the AT&T TV product are behind the company. A shifting product mix will also benefit FCF as the subscriber acquisition costs (SAC) for the AT&T TV product are less than half of the satellite product. The equipment cost for AT&T TV is lower, and the product generally does not require a truck roll as customers can self-install the equipment. As part of the proposed transaction, AT&T will fund up to a total of $2.5 billion of NFL Sunday Ticket net losses in 2021 and 2022. AT&T's reimbursement of these losses provides further financial flexibility over the rating horizon. Conservative Leverage: Post transaction, Fitch expects DIRECTV to be conservatively capitalized along with AT&T's and TPG's commitment to manage target net leverage near 1x. Fitch expects pro forma gross leverage at 1.2x in 2021, declining to approx. 1.0x by 2023 due to debt repayments from excess cash flow. Fitch also expects DIRECTV to pay down the outstanding preferred notes with the remaining excess cash. There is also an assumption that AT&T would not sell down its equity stake after formation of the joint venture, as TPG recognizes the strategic benefit of AT&T as a partner. Parent/Subsidiary. Linkage: Fitch believes the parent-subsidiary linkage is moderate and is based on a combination of factors including the size of DIRECTV and materiality to AT&T, and the opportunity to bundle DIRECTV product with AT&T's broadband and wireless services. DIRECTV is expected to sign several commercial agreements with AT&T at close, including related to product bundling, U-verse Ops as a service and AT&T Retail. The moderate linkage leads to a one notch uplift in the IDR from a stand-alone assessment. DERIVATION SUMMARY DIRECTV's publicly rated MVPD peers include Comcast Corp. (A-/Stable) and Charter Communications, Inc. (BB+/Stable). Comcast is rated higher than DIRECTV primarily due to significantly greater revenue size and segment diversification. With more than 16 million subscribers through the DIRECTV satellite TV, AT&T TV and U-verse offerings, DIRECTV is the second largest U.S. MVPD behind Comcast which has over 19 million video subscribers. However, in Fitch's view, DIRECTV is more weakly positioned given its less competitive product offering that has disadvantaged it relative to MVPD peers who benefit from the ability to use bundling (mainly broadband services) to retain video subscribers. Charter's ratings also benefit from segment diversification, scale and higher FCF that is balanced against higher leverage metrics (near 4.5x) when compared with those of DIRECTV. DIRECTV is similar to DISH Network which also provides satellite TV services and virtual MVPD services through Sling TV. DISH has a lower scale with a customer base totalling approximately 11 million and operates at a higher debt leverage (in the high 5x range). KEY ASSUMPTIONS -- Revenues are expected to decline in the low teens in 2021 due to declines in premium and OTT subscribers partly offset by higher ARPUs. Increased penetration of AT&T TV leads to lower rates of revenue decline over time. -- EBITDA margins are expected to be in the low 20s as most content costs decrease with subscriber declines, and as the company shifts to the lower cost AT&T TV product. -- FCF is expected in the range of $1.5 billion to $1.7 billion on an annual basis, with capex intensity in the low single digits. -- Leverage is expected to be managed near 1x as the term loan amortizes and as excess cash under excess cash flow sweep provision is deployed towards debt reduction. -- TPG preferred equity is assumed to be paid down starting in 2022 using cash remaining after the term loan excess cash flow sweep provision. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Strong execution on the deployment of the next-generation AT&T TV software-based video platform while improving retention of DIRECTV customers. -- Successful execution on improving the customer experience (as evidenced by no material increases in churn or costs arising from the set-back office systems). -- Successful execution on initiatives to return to revenue/EBITDA growth, combined with gross leverage (total debt with equity credit/EBITDA) maintained at 2.5x or less. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Prolonged declines in revenue and EBITDA, not offset by reductions in debt, leading to total leverage of 3.5x or greater; -- Leveraging transactions, particularly in the absence of a credible deleveraging plan, or a more aggressive financial policy that leads to leverage greater than 3.5x; -- AT&T's ownership interest of DIRECTV falls below 51%. A reduction in AT&T's economic stake over time and changes to governance could lead to a rating action. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE DIRECTV is expected to have a solid liquidity profile. In addition to expected cash of around $300 million at close, the company is expected to generate approximately $1.5 billion to $1.7 billion in FCF annually. The company's pro forma capital structure includes a $500 million five-year revolving credit facility. Owing to strong FCF over the horizon, the facility is expected to be undrawn at the closing of the transaction and over Fitch's base case rating horizon. The principal financial covenant in the RCF is 2.25x of springing first lien net leverage, if RCF is more than 35% drawn. FCF will be supported by low capex (capex intensity of less than 1.5%). Capital investment by DIRECTV is expected to be relatively stable over the coming years as major investments in the video platform (AT&T TV) have been completed, and no new satellites are needed for 8-9 years. DIRECTV's pro forma capital structure consists of a $6.2 billion first lien term debt, in addition to the $500 million RCF and $195 million of rolled over unsecured notes at DIRECTV Holdings, LLC. The new debt will be issued at DIRECTV Financing, LLC and will be guaranteed by DIRECTV Financing HoldCo, LLC, a wholly owned subsidiary of DIRECTV. The new debt is expected to have a maturity of six years. ISSUER PROFILE On Feb. 25, 2021, AT&T signed an agreement with TPG Capital (TPG) to spin off its video entertainment businesses into a separate entity. The new company, DIRECTV, will be owned 70% by AT&T and 30% by TPG, but jointly controlled by both. The video businesses would consist of the DIRECTV direct to home satellite business, U-verse video (wireline IP based video service) and AT&T TV. The company sees the AT&T TV product as the next generation linear video product that works over broadband. Unlike U-verse which was earlier only marketed in AT&T's legacy wireline markets, AT&T TV works nationally over any broadband service, similar to DIRECTV's national footprint in satellite video services. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DON & SON EXCAVATING: Seeks Jan. 13 Plan Exclusivity Extension -------------------------------------------------------------- Don & Son Excavating, Inc. requests the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division to extend the exclusive period during which the Debtor may file a plan from August 16, 2021 to January 13, 2022. The Debtor anticipates only two delays in preparing and filing the plan: (i) the first delay is the time it may take to determine the rights of the parties under a written agreement between Don & Son, Inc. and a creditor identified as GFRS. That determination will require an adversary proceeding which may take some time to resolve. Concerning GFRS, it does not appear that the parties differ significantly on the value of the equipment subject to the GFRS Agreement, the adversary proceeding likely will only determine the timing of the payments. (ii) the second delay is that proofs of claim are not due until August 23, 2021, which date is beyond August 16, 2021, the present end of the exclusivity period. Don & Son Excavating Inc. is meeting its obligations in that operating reports are filed, US Trustee payments are current, one creditor, Pawnee Leasing, is receiving regular payments by an agreed order entered early in the case. Further, Don & Son Excavating, Inc. has sent payments to GFRS that bring the asserted post-petition payment obligation current through June. After the adversary proceeding, a plan should follow promptly. In fact, GRFS is already in receipt of a proposed plan payment projections. While the expectation is that the Plan will be filed shortly after the resolution of the anticipated adversary proceeding, Don & Son Excavating, Inc. requests the entire permissible time to avoid returning for additional requests, which would only add to the cost of administration. A copy of the Debtor's Motion to extend is available at https://bit.ly/3kbFCwK from PacerMonitor.com. About Don & Son Excavating Don & Son Excavating, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-10548) on February 18, 2021. At the time of the filing, the Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. Judge Arthur I. Harris oversees the case. Susan M. Gray Law Offices, Inc. serves as the Debtor's legal counsel. EDGEWATER GENERATION: S&P Lowers Secured Debt Rating to 'BB-' ------------------------------------------------------------- S&P Global Ratings lowered the rating on Edgewater Generation LLC's senior secured debt to 'BB-' from 'BB'. S&P's recovery rating on this debt remains '2' (rounded estimate: 70%). The stable outlook reflects S&P's expectation for good operational and financial performance over the near term. Despite weakness in 2023, it projects average DSCRs of about 2x through the life of the project. Following the 2022-2023 Pennsylvania-New Jersey-Maryland Interconnection (PJM) Capacity Auction, S&P Global Ratings now expects Edgewater Generation LLC will have a minimum debt service coverage ratio (DSCR) of 1.53x in 2023. The 3,187-megawatt (MW) Edgewater portfolio consists of five natural gas-fired assets, some of which have dual-fuel capability. The 1,320-MW Fairless Power Station is located in Pennsylvania within the PJM. Also within PJM are the 545-MW West Lorain peaking facility near Lake Erie in Lorain, Ohio, and the 309-MW Garrison facility in Dover, Del. The 510-MW Manchester Street Power Station is located in Rhode Island within Independent System Operator New England (ISO-NE), and the 503-MW RockGen facility is located in Christiana, Wis. within the Midcontinent ISO region. Lower PJM capacity prices will weaken DSCRs in 2023. The PJM Capacity Auction prices for the 2022-2023 delivery year were materially lower than our expectations. The PJM Eastern Mid-Atlantic Area Council (EMAAC) price for 2022-2023 cleared at $97.86/MW-day compared to S&P's expectations of $110/MW-day. S&P said, "The PJM Regional Transmission Organization (RTO) price for 2022-2023 is $50/MW-day compared to our forecast of $85/MW-day. "With 68% of Edgewater's capacity located in PJM, we expect this difference in price to result in a $20 million-$25 million decline in 2022-2023 capacity revenues. This reduction directly affects cash flow available for debt service (CFADS), weakening DSCRs for the period. We now forecast 2023 to be Edgewater's weakest period, with a forecast trailing-12-month DSCR of 1.53x." Updated capital expenditure (capex) profile further pressures 2023 DSCRs. The project revised its capex plans in May 2021. While the project expects total capex through 2027 to be lower by about $30 million, the spending is higher in 2023. The project now expects to spend about $68 million in Q1 2023--the timing coincides with low capacity prices for 2022/2023 in PJM and thus, pressures DSCR in that period. Despite the recent auction results, management does not anticipate a change in the capex. The project plans to prefund the major maintenance reserve account (MMRA) such that it has enough reserves to fund the $68 million in the first quarter of 2023. S&P said, "Under our base case, we assume the project starts reserving cash in the MMRA in the first quarter of 2021 through the fourth quarter of 2022. Based on our calculation, we estimate that the project would set aside about $5 million in 2021 and about $40 million in 2022, the remaining funded using cash flows in the prompt period. If the project is not able to prefund the capex, we expect the 2023 DSCR could weaken further unless it defers the spending to after 2023." S&P said, "We forecast PJM capacity prices will revert to the mean. Following the disappointing 2022-2023 auction results, our capacity price forecast remains unchanged (EMAAC and RTO to clear at $140/MW-day and $90/MW-day respectively, for the 2023-2024 delivery year). We do not believe the 2022-2033 price level is a new normal for PJM, and we expect clearing prices to remain volatile around a mean price of about $140-$145/ MW-day and $100-$120/MW-day, for EMAAC and RTO respectively, over the long term. Our forecast thus implies a rebound in Edgewater's DSCRs beginning in the September 2023 quarter. "A key risk to this forecast is that capacity prices for the 2023-2024 delivery year, which will be determined in an auction this December, clear lower than we currently forecast. Given the historical volatility of PJM auction results, 2023-2024 prices could clear materially below our forecast. Such a result would weaken DSCRs between now and when the term loan B matures. It would also lower projected cash flow sweeps, leading to a higher debt balance at maturity and resulting in weaker DSCRs over the remaining life of the asset. Under our base case, we project an outstanding debt balance of about $950 million at maturity in 2025. "We expect West Lorain's connection to the newly constructed Nexus pipeline to provide some upside." Until 2020, Edgewater's West Lorain plant operated as a periodic-start, oil-fired asset with substantially all of gross margin generated from capacity payments and ancillary revenues. As part of the plan to reconnect West Lorain to gas, Edgewater constructed a lateral through which West Lorain could be connected to the newly constructed Nexus Gas Transmission pipeline to source low-cost gas and facilitate increased dispatch. Nexus is a newly operational 225 mile, 1.5 billion cubic feet/day pipeline carrying low-cost Appalachian gas west from the Marcellus and Utica basin. The Nexus pipeline started operations in the fourth quarter of 2020. The pipeline runs just 3 miles south of West Lorain's existing lateral which was connected to Columbia, providing a dual gas interconnection that may have value if the Columbia system is upgraded. S&P expects the new pipeline to yield approximately $12 million in additional energy margin. S&P said, "The stable outlook reflects our view that despite the weakness in the capacity market, Edgewater will be able to achieve our minimum projected debt service coverage of about 1.5x, especially in 2023. We expect DSCRs to average around 2x throughout the life of the project and we anticipate Edgewater will prefund its MMRA in the years to 2023 such that it can comfortably fund its planned capex of $68 million in the first quarter of 2023. "We could downgrade the debt rating if Edgewater is unable to maintain DSCRs of 1.4x on a sustained basis. This could stem from low realized spark spreads due to unfavorable power prices in a low-cost natural gas environment coupled with weak demand or unplanned outages that require a full plant shutdown for an extensive period. We could also consider a downgrade if Edgewater fails to pay down the term loan B significantly through the excess cash flow sweep over the debt tenor. "We could consider an upgrade if we expect Edgewater to maintain minimum DSCRs of 1.8x on a sustained basis in all periods, including during the refinancing period in our base case. This could stem from secular developments in the PJM wholesale market that positively influence power and capacity prices for an extensive period, steady operational performance with high capacity factors, and the continued access to relatively inexpensive natural gas feedstock." EMPLOYBRIDGE HOLDING: Fitch Assigns FirstTime 'B+' LT IDR --------------------------------------------------------- Fitch Ratings has assigned EmployBridge Holding Company a first-time 'B+' Long-Term Issuer Default Rating (IDR). The Rating Outlook is Stable. In addition, Fitch has assigned a 'BB-'/'RR3' rating to the company's senior secured term loan. The IDR and term loan ratings impact approximately $725 million of term loan debt projected outstanding following the completion of Apollo's acquisition of the company, which is projected to close in 3Q21, as well as consideration of a $300 million ABL revolver. KEY RATING DRIVERS End Market Concentration, Customer Diversification: Fitch believes EmployBridge's product concentration is a limiting factor for the IDR. The company generates nearly all of its revenue from U.S. staffing solutions for the light industrial market (e.g., warehouses, distribution centers, e-commerce fulfilment centers). There are tailwinds to note in these areas as demand continues to grow for e-commerce and U.S. manufacturing trends improve post-pandemic. However, the singular focus on these areas leaves the business exposed to higher risk versus other more diversified services companies. Customer concentration positively impacts the IDR, as there is material diversification with no customer more than 3% of revenue. Fragmented Industry: Fitch believes the company has meaningful scale among staffing companies, with $3.1 billion in revenue, 11,000 clients across various industries and more than 370,000 annual job placements. However, the $136 billion U.S. staffing industry is highly fragmented and competitive, which Fitch believes is reflected in the company's low- to mid-single digit percentage EBITDA margins. EmployBridge only competes in the industrial component of the market, and is among the largest competitors, but still has less than 10% market share. Industry Cyclicality: Fitch views the highly cyclical nature of the staffing industry as a key credit consideration that limits the IDR. The company could experience material negative headwinds in a recession and/or during an industrial slowdown, given its meaningful exposure to industrial end markets. Peers in the staffing space experienced revenue declines as high as 30%-40% during the 2008-2009 timeframe. EmployBridge was much smaller during the 2008 recession but reported its revenue and EBITDA down 9% and 12%, respectively, during 2020. While pandemic conditions impacted U.S. economic output and the company's financials during 2020, a more prolonged recession could have a more material impact. Low Margins: Fitch views the company's low margins as a constraining factor for the IDR. The company reported EBITDA in the 3% to 4% range in recent years and could see modest improvement in 2021-2023 driven by revenue growth and some cost savings initiatives. Margins are higher in the 25%-30% range when measured on gross profit, which is also relevant to consider given the pass-through nature of the business model. Even on this measure, however, both EBITDA and FCF margins are below those of certain peers Fitch reviews in the business services area. Moderate Leverage: Projected Fitch-calculated gross debt/EBITDA in the 4.5x to low-5.0x range in the coming years is moderate for the rating category and manageable given positive FCFs. However, cyclicality inherent in the business and the largely transactional nature of revenues imply higher risk versus other business services issuers Fitch reviews. The company underwent a material merger with one of its competitors in 2015, and future M&A could impact leverage materially. Fitch also believes the PE ownership and potential capital returns over time could impact financial leverage in the future. Solid Liquidity: Fitch expects the company to continue generating positive FCF in the coming years, which should limit liquidity risk over the medium-term horizon. Fitch estimates FCF could exceed $40 million per year, versus $17 million-$129 million since 2017. Given the cyclical nature of the business model, cash flows would be negatively impacted during a downturn. However, the largely variable cost structure of the business would provide some buffer in a downside scenario. The company also has a sizeable ABL facility that is projected to be undrawn upon the closing of Apollo's acquisition, which further improves the company's liquidity position. DERIVATION SUMMARY Fitch's ratings and Outlook for EmployBridge are supported by the company's sizeable presence in the U.S. industrial staffing market and its asset-light business model, which enables strong FCF flow-through from EBITDA. Fitch compares the company to a variety of high-yield business services issuers. Relative to other business services companies Fitch reviews, EmployBridge relies more heavily on transactional revenues and does not have a meaningful mix of contractual sales (although its business is generally stable during non-recessionary periods). Similar to other staffing companies, EmployBridge operates a low margin business that increases risk during periods of macro weakness. While gross leverage projected to be near 5.0x is moderate for the rating category, industry cyclicality, low margins and small scale constrain the IDR to the 'B+' rating category versus other business services companies the agency rates. KEY ASSUMPTIONS -- Revenue rebounds in 2021 driven by U.S. economic improvement and strong demand in e-commerce. -- EBITDA margins improve modestly in the next few years, helped by cost reduction initiatives and incremental flow-through from higher revenues. -- FCF generation remains positive over the horizon, supported by modest working capital needs, low capital intensity and tax credits. -- Gross leverage is in the mid-4.0x to low-5.0x range, with fluctuations likely tied to capital allocation priorities that could lean toward dividends or M&A over time. Recovery Assumptions: For entities rated 'B+' and below, where default is closer and recovery prospects are more meaningful to investors, Fitch undertakes a tailored, or bespoke, analysis of recovery upon default for each issuance. The resulting debt instrument rating includes a Recovery Rating or published 'RR' (graded from RR1 to RR6), and is notched from the IDR accordingly. In this analysis, there are three steps: (i) estimating the distressed enterprise value (EV); (ii) estimating creditor claims; and (iii) distribution of value. Fitch assumed EmployBridge would emerge from a default scenario under the going concern approach versus liquidation. Key assumptions used in the recovery analysis are as follows: -- Going Concern EBITDA of $110 million, or meaningfully below the company's current run-rate profitability. This meaningful pullback could be driven by macro issues, mis-execution and/or share loss. -- EV Multiple of 6.0x, which is validated by comparable trading multiples in the staffing industry (current and historical), M&A transactions in the space historically and reorganization multiples Fitch has seen historically. -- Fitch also assumes a majority draw at default on the company's $300 million ABL revolver. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch-calculated gross leverage, or total debt with equity credit/EBITDA, sustained below 4.0x; -- (CFO-Capex)/total debt with equity credit sustained above 7.5%; -- Fitch could also reassess the rating with a material increase in EBITDA scale. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch-calculated gross leverage, or total debt with equity credit/EBITDA, expected to be sustained above 5.0x; -- Sustained EBITDA margin pressure to 3% or below could also lead to a negative rating action. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: EmployBridge is well positioned from a liquidity perspective, with cash on its balance sheet, a sizeable ABL revolver in place following its acquisition by Apollo, and positive FCF projected in the coming years. The company is projected to have approximately $50 million of cash and will have a $300 million ABL revolver in place following the pending Apollo acquisition. The company generated $129 million of FCF in 2020 and Fitch forecasts could realize more than $40 million per year over the next several years, which further supports liquidity in the coming years. Debt Structure: The company has a relatively simple debt capital structure, with a $725 million term loan and a $300 million ABL revolving facility (projected to be undrawn) outstanding upon completion of the acquisition. The ABL facility will expire in 2026 and the term loan matures in 2028. All of the company's debt is floating rate. ISSUER PROFILE EmployBridge is one of the largest flexible workforce providers in the U.S., with a focus on light industrial, supply chain jobs including skilled manufacturing, forklift operators, pickers and material handlers, assemblers, technicians, and other manufacturing and logistics type roles. The company operates through a network of owned branches and independently owned licensee branches, with business activity in 48 states in the U.S. and two provinces in Canada. The company provides staffing services for various industries, including manufacturing, logistics, eCommerce, financial services, consumer packaging, life sciences, health care and energy. Its revenue is primarily hourly or daily temporary workers although it also services permanent recruiting needs and offers some consulting services. The company was founded in 2000 and scaled materially via its 2015 merger with The Select Family of Staffing Companies, which grew the business from approximately $1 billion revenue to more than $3 billion today. In June 2021, Apollo Global Management, Inc. agreed to acquire EmployBridge for approximately $1.2 billion, or 7.9x LTM EBITDA as of May 2021. The deal is projected to close in 3Q21. EXACTUS INC: 22nd Century Has 15.2% Stake as of June 30 ------------------------------------------------------- 22nd Century Group, Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of June 30, 2021, it beneficially owns 91,016,026 shares of common stock of Exactus, Inc., which represents 15.2 percent based on 599,005,155 shares of common stock outstanding as of June 30, 2021. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1347858/000089706921000330/ccw17.htm About Exactus Exactus Inc. (OTCQB:EXDI) -- http://www.exactusinc.com-- is a producer and supplier of hemp-derived ingredients and feminized hemp genetics. Exactus is committed to creating a positive impact on society and the environment promoting sustainable agricultural practices. Exactus specializes in hemp-derived ingredients (CBD/CBG/CBC/CBN) and feminized seeds that meet the highest standards of quality and traceability. Through research and development, the Company continues to stay ahead of market trends and regulations. Exactus is at the forefront of product development for the beverage, food, pets, cosmetics, wellness, and pharmaceutical industries. Exactus reported a net loss of $10.94 million for the year ended Dec. 31, 2020, compared to a net loss of $10.12 million for the year ended Dec. 31, 2019. Henderson, NV-based RBSM LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 23, 2021, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses that raises substantial doubt about the Company's ability to continue as a going concern. FLIX BREWHOUSE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Flix Brewhouse Texas V LLC d/b/a Flix Brewhouse 6450 N Desert Blvd Suite 12 El Paso, TX 79912 Business Description: Flix Brewhouse Texas V LLC is part of the motion picture and video industries. Chapter 11 Petition Date: July 12, 2021 Court: United States Bankruptcy Court Western District of Texas Case No.: 21-30526 Debtor's Counsel: Rachel L. Smiley, Esq. FERGUSON BRASWELL FRASER KUBASTA PC 2500 Dallas Parkway Suite 600 Plano, TX 75214 Tel: 972-378-9111 Email: rsmiley@fbfk.law Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Allan R. Reagan, president, Hospitality Investors Inc., Debtor's manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/X2NVMWY/Flix_Brewhouse_Texas_V_LLC__txwbke-21-30526__0001.0.pdf?mcid=tGE4TAMA GENTREE LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Gentree LLC f/d/b/a Smoketree Resort and Bungalows f/d/b/a Smoke Tree Resort and Bungalows f/d/b/a Smoketree Resort f/d/b/a Smoke Tree Resort 3620 E Campbell Avenue Suite B Phoenix, AZ 85018 Business Description: Gentree LLC is a privately held company whose principal assets are located at 7101 E Lincoln Drive Paradise Valley, AZ 85253. Chapter 11 Petition Date: July 12, 2021 Court: United States Bankruptcy Court District of Arizona Case No.: 21-05347 Debtor's Counsel: Dale C. Schian, Esq. GALLAGHER & KENNEDY, P.A. 2575 E. Camelback Rd. Phoenix, AZ 85016 Tel: 602-530-8140 E-mail: dale.schian@gknet.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Taylor Robinson, authorized agent of 7101 Management, LLC. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G45PPWQ/Gentree_LLC__azbke-21-05347__0001.0.pdf?mcid=tGE4TAMA GRUPO AEROMEXICO: Says Shareholders to Buy New Chapter 11 Equity ---------------------------------------------------------------- Grupo Aeroméxico, S.A.B. de C.V. (BMV: AEROMEX) said in a July 9, 2021 statement that it was informed by an existing group of Mexican shareholders that they have the intention to participate in the new equity to be issued byAeromexico as part of its reorganization plan under the current Chapter 11 voluntary financial restructuring process, for which they have carried out initial conversations with various creditors and potential investors of Aeroméxico. Aeromexico said that no formal agreement has so far been executed and, in due course, it will inform on the execution of any agreement that might be formalized. The foregoing is expected to be a material, controlling and long-term, investment, in full compliance with the applicable provisions of the Mexican foreign investment law. About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) -- https://www.aeromexico.com/ -- is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, the Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. Timothy Graulich, Esq., of Davis Polk and Wardell LLP, serves as counsel to the Debtors. HANDL NEW YORK: Seeks to Hire Hiller Law as Legal Counsel --------------------------------------------------------- Handl New York, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hiller Law, LLC 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 management of its assets; b. assisting the Debtor in maximizing the value of its assets for the benefit of all creditors and other parties in interest; c. commencing and prosecuting actions or proceedings to the extent mutually acceptable terms of agreement are reached between the Debtor and the firm; d. preparing legal papers and appearing in court; and e. performing all other necessary legal services. The firm will be paid based upon its normal and usual hourly rates and reimbursed for out-of-pocket expenses incurred. Prior to the Debtor's bankruptcy filing, Hiller Law received retainers totaling $32,095 from Allen Hirsch, the Debtor's principal. The Debtor has agreed to pay an additional $15,000. Adam Hiller, Esq., a partner at Hiller Law, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Adam Hiller, Esq. Hiller Law, LLC 1500 N French St. Wilmington, DE 19801 Tel: (302) 442-7677 Email: ahiller@adamhillerlaw.com About Handl New York LLC Handl New York, LLC, a supplier of cell phone cases and attachable phone holders and stands, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10984) on June 30, 2021. In the petition signed by Allen Hirsch, principal manager, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge J. Kate Stickles oversees the case. Adam Hiller, Esq. at Hiller Law, LLC is the Debtor's legal counsel. HEALTHCARE ROYALTY: Fitch Assigns FirstTime 'BB' LT IDR ------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'BB' to Healthcare Royalty, Inc. (HRI, or the parent company) and to its indirect, wholly-owned subsidiary, HCRX Investments Holdco, L.P. (HCRX). The Rating Outlook is Stable. Fitch has also assigned the following expected ratings to HCRX: 'BBB-(EXP)'/'RR1' for new long-term secured credit facilities and 'BB(EXP)'/'RR4' for new senior unsecured notes. The new secured long-term credit facilities will comprise a revolving credit facility and a Term Loan B. The proceeds of the new secured credit facilities and the new senior unsecured notes, along with proceeds from the sale of new HRI common stock, are expected to be used to repurchase on a pro rata basis a portion of the existing limited partnership interests held by the legacy partners of HRI's partnerships and to make new royalty investments. The expected ratings on the proposed new debt will be converted to final ratings after receipt of executed credit agreements and note indentures and confirmation that the final terms and conditions are consistent with Fitch's rating assumptions. KEY RATING DRIVERS Established Business Model: HRI is a mid-market company focused on investing in biopharmaceutical royalty related transactions. Through March 31, 2021, the company has demonstrated a solid track record of returns while deploying more than $4.5 billion of capital in more than 74 transactions over 15 years. Fitch believes that HRI has designed an effective royalty acquisition process through years of experience that has a bias toward identifying product revenue risks and establishing structural protections against product sales underperformance. The company's footprint facilitates sourcing of profitable royalty acquisition opportunities, dedicated personnel in four regional offices located next to key biopharmaceutical centers and the creation of a team of senior advisors. Patent-protected, concentrated portfolio: HRI has 35 approved and commercial products in 12 therapeutic categories. Most of its products have more than a two-year sales history at time of acquisition. The portfolio's top 10 products accounted for more than 80% of royalty receipts for the year ended Dec. 31, 2020. Orphan and special designation drugs comprise about a third of the portfolio, which offers price protection based on demand for such products. HRI employs a variety of risk-mitigation structures across the portfolio of royalty assets that provide attractive returns to both it and royalty marketers. Fitch believe that these risk mitigation techniques substantially reduce market risk caused by a potential reduction in product prices. Manageable Leverage: Fitch expects HRI to maintain gross leverage in the range of 3.0x to 4.0x over the near to medium term along with solid FCF/debt ratios above 20%, but the company may experience periods in which leverage rises above 4.0x for permitted acquisitions. The 'BB' IDR contemplates future investments to be funded principally with FCF with minimal uses of incremental debt unless the investment size is greater than $250 million. Dividends to shareholders are expected to be maintained in the range of 20% of adjusted cash flow annually and comfortably funded with CFO. Highly Profitable; strong liquidity: HRI is expected to generate strong adjusted EBITDA margins because of minimal operating and financing costs relative to adjusted cash receipts from investments. HRI's cash available to fund operations, future acquisitions and debt is expected to be very strong over Fitch's forecast period. Pro forma for the IPO and debt issuance, the company will have substantial cash resources for investment and debt service. Term loan amortization and excess cash flow requirements are expected to be modest compared to FCF. Price risk, product safety and liability issues: Drug pricing is becoming an increasingly contentious issue and is receiving deep scrutiny by legislators and regulators. Pharmaceutical manufacturers increasingly need to demonstrate the value of therapies to payers, patients and providers, with strong clinical outcomes driven by increased safety and efficacy. This dynamic may heighten the investment risk of HRI's royalty assets. Product safety or liability issues could also affect the utilization of specific products and the royalty streams. Competitive Environment: There are a limited number of suitable and attractive opportunities to acquire high quality royalties available in the market. Therefore, the ability to acquire such royalties is subject to intense competition. Fitch's forecast assumes that HRI can make future acquisitions to replace maturing royalty streams at multiples generally consistent with recent transactions. If competition for assets pushes up acquisition costs and results in higher financial leverage, it could put downward pressure on the 'BB' rating. In addition, the length of a product's commercial life cannot be predicted with certainty, and one or more products for which HRI is entitled to a cash flow stream could be rendered obsolete or non-competitive. DERIVATION SUMMARY The 'BB' Long-Term IDR assigned to HRI reflects its efficient and flexible business model that generates high FCF margins from a base of biopharmaceutical royalty income streams. Such income streams are derived from the sale of patent-protected pharmaceutical products and are expected to have a duration of 8-10 years. Fitch believes that HRI will benefit from continued innovation in the biopharmaceutical field over the next decade, which will provide the potential for robust revenue growth. These strengths are somewhat offset by the highly competitive and regulated nature of the biopharmaceutical industry, which creates uncertainty about the life of any biopharmaceutical product. In addition, the company's royalty receipts are concentrated in a relatively few number of products for which any significant deterioration in cash flows could reduce HRI's financial flexibility. The use of financial leverage to grow the portfolio or a shift in acquisition strategy to more development-stage product candidates, or both could constrain cash flow margins from current levels. Direct peers are limited; HRI competes to some degree with Royalty Pharma (BBB-/Stable), but is substantially smaller and does not enjoy the same financial flexibility. In addition, HRI competes against a few small investment funds and some businesses dedicated to purchasing royalty-bearing pharmaceutical assets. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Revenue grows at a CAGR of approximately 10% driven principally by existing products; -- Revenue assumptions reflect HRI's contract terms that include structural risk mitigation mechanisms and royalty tiers by product; -- Annual investments of approximately $500 million in new products are expected to contribute modest revenues and EBITDA growth in 2021 and 2022 and become more material thereafter; -- Product revenues remain relatively concentrated in approximately 10 products over the forecast period; -- Adjusted EBITDA margin of approximately 90% over the forecast period; -- Annual dividends of approximately 20% of annual adjusted cash flow; -- FCF margins of approximately 63%; FCF is used primarily to fund new investments with modest use of the revolving credit facility; -- Leverage remains between 3.0x and 4.0x over the forecast horizon; revolving credit facility borrowings are assumed in 2022 and 2024 for investment purposes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Successful replenishment of terminating royalties with new investments; -- Top 10 products represent less than 50% of revenue; -- Total debt with equity credit/adjusted operating EBITDA sustained below 3.0x; or FCF/debt sustained above 20%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Significant disruption in royalties on any core products; -- A shift in the acquisition strategy toward development-stage products or a significant increase in revenue concentration among the company's top three products; -- Total debt with equity credit/adjusted operating EBITDA sustained above 4.0x or FCF/debt sustained below 15%. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Strong Source of Liquidity: Prior to the IPO of common stock, the principal sources of liquidity for Healthcare Royalty Partners has been contributions from limited partners. Following the IPO, HRI and its subsidiaries' primary sources of liquidity will be CFO and available cash. Fitch believes that CFO will comfortably cover operating expenses, term loan B amortization, interest expenses and other professional fees. Debt Maturities: The new revolving credit facility and term loan B mature in five and seven years, respectively after issuance and amortization requirements on the term loan B are modest. The new senior unsecured notes mature eight years after issuance. Therefore, the company has significant financial flexibility and low refinancing risk over the forecast period. ISSUER PROFILE HRI is a leading mid-market royalty acquisition company. The company's investment focus is on growth assets and emerging companies seeking to drive innovation in the biopharmaceutical industry in the range of $20 million to $250 million. Following a reorganization and an initial public offering, all of the legacy partnerships comprising Healthcare Royalty Partners will be merged into one entity that will be an indirect wholly owned subsidiary of HRI. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch made adjustments to adapt reported GAAP measures to non-GAAP measures for royalty cash receipts, adjusted EBITDA and adjusted cash flow. ESG CONSIDERATIONS Healthcare Royalty, Inc. has an ESG Relevance Score of '4' for Exposure to Social Impacts due to pressure to contain health care spending growth; highly sensitive political environment; and social pressure to contain costs or restrict pricing. This has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. HOTEL OXYGEN: August 12 Disclosure Statement Hearing Set -------------------------------------------------------- Hotel Oxygen Midtown I, LLC ("HOMS") and A Great Hotel Company Arizona, LLC ("AGHCA"), (collectively, the "Debtors"), and the official committee of unsecured creditors (the "Committee" and collectively with the Debtors "Plan Proponents") submitted a Joint Disclosure Statement for the Plan of Liquidation. On July 8, 2021, Judge Paul Sala ordered that: * Aug. 12, 2021, at 11:00 a.m. is the hearing to consider the approval of the Disclosure Statement. * Aug. 5, 2021, is the hearing to file an objection to approval of the Disclosure Statement. A copy of the order dated July 8, 2021, is available at https://bit.ly/3APzu2Z from PacerMonitor.com at no charge. Counsel for the Debtors: D. Lamar Hawkins, Esq. GUIDANT LAW, PLC 402 E. Southern Ave. Tempe, AZ 85282 Telephone: (602) 888-9229 Facsimile: (480) 725-0087 E-mail: lamar@guidant.law Attorneys for The Joint Committee of Unsecured Creditors: BALLARD SPAHR LLP Craig S. Ganz Katherine Anderson Sanchez 1 East Washington Street, Suite 2300 Phoenix, AZ 85004-2555 About Hotel Oxygen Midtown I Hotel Oxygen Midtown, I, LLC, and Hotel Oxygen Palm Springs, LLC, are affiliate companies which operate hotels in Phoenix, Ariz. The companies are wholly owned subsidiaries of Oxygen Hospitality Group, Inc., an owner-operator hospitality company that acquires, renovates and manages a portfolio of mid-to upper scale branded and independent hotel assets in the U.S. Founded in 2017, Oxygen Hospitality is privately held and is headquartered in Phoenix, Ariz. Hotel Oxygen Midtown, I and its affiliates, Hotel Oxygen Palm Springs, A Great Hotel Company, Arizona LLC, and A Great Hotel Company, LLC, filed Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 19-14399) on Nov. 12, 2019. In the petitions signed by David Valade, chief financial officer, Hotel Oxygen Midtown was estimated to have assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Paul Sala oversees the cases. Guidant Law, PLC, is the Debtors' legal counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Dickinson Wright PLLC. JELD-WEN INC: S&P Rates New $550MM Sr. Secured Term Loan 'BB+' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating to Jeld-Wen Inc.'s proposed $550 million senior secured term loan B due in 2028. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. Jeld-Wen also proposes to amend and extend its unrated asset-based lending facility, increasing availability to $500 million and pushing out the maturity to 2026. S&P's 'BB-' issuer credit rating (as of July 8, 2021) on Jeld-Wen and the stable outlook are unchanged. KEENE SITE: Seeks to Hire David W. Steen as Legal Counsel --------------------------------------------------------- Keene Site Prep, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ David W. Steen, P.A. to serve as legal counsel in its Chapter 11 case. The firm's hourly rates are as follows: David Steen, Esq. $500 per hour Associate/Contract Attorney $325 per hour Paralegals $200 per hour Legal Assistants $175 per hour The Debtor paid the firm a retainer of $8,000, including the $1,738 filing fee, and will reimburse the firm for out-of-pocket expenses incurred. David Steen, Esq., 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 at: David W. Steen, Esq. David W. Steen, P.A. P.O. Box 270394 Tampa, FL 33688-0394 Tel: (813) 251-3000 Email: dwsteengdsteenpa.com About Keene Site Prep San Antonio, Fla.-based Keene Site Prep, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-03209) on June 20, 2021. Keene Site President Rex C. Keene, Jr. signed the petition. In the petition, the Debtor disclosed total assets of up to $1 million and total liabilities of up to $10 million. David W. Steen, P.A. is the Debtor's legal counsel. LEGACY EDUCATION: All Six Proposals Passed at Annual Meeting ------------------------------------------------------------ At Legacy Education Alliance, Inc.'s 2021 Annual Meeting of Stockholders, the stockholders: (1) elected Michel Botbol, Peter W. Harper, Barry Kostiner, and Cary Sucoff to serve as directors of the Company until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (2) ratified the appointment of MaloneBailey, LLP as the Company's independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ending Dec. 31, 2021; (3) approved the adoption of the 2021 Incentive Plan as disclosed in the 2021 Proxy Statement; (4) approved the Spin Off Transaction as disclosed in the 2021 Proxy Statement; (5) approved the 20% Issuance as disclosed in the 2021 Proxy Statement; and (6) approved the proposal to adjourn the 2021 Annual Stockholders Meeting, if necessary, as disclosed in the 2021 Proxy Statement. About Legacy Education Cape Coral, Fla.-based, Legacy Education Alliance, Inc. -- http://www.legacyeducationalliance.com-- is a provider of practical and value-based educational training on the topics of personal finance, entrepreneurship, real estate investing strategies and techniques. Legacy Education Alliance reported a net income of $16.01 million for the year ended Dec. 31, 2020, compared to a net income of $9.95 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $3.84 million in total assets, $26.74 million in total liabilities, and a total stockholders' deficit of $22.91 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 9, 2021, citing that the Company has a net capital deficiency and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. LIMETREE BAY: Prepares for Chapter 11 Bankruptcy Filing ------------------------------------------------------- Rachel Butt and Eliza Ronalds-Hannon of Bloomberg News report that Limetree Bay Energy is preparing for a bankruptcy filing by its oil refinery in the U.S. Virgin Islands after environmental contamination caused the company to indefinitely extend a shutdown of the plant, according to people with knowledge of the matter. The filing could come as soon as this weekend. The refinery on St. Croix has been seeking so-called debtor-in-possession financing that will help fund a restructuring in bankruptcy court, said one of the people, who asked not to be identified because the discussions are private. Limetree Bay shut down operations in June due to re-occuring operational issues. About Limetree Bay Energy Limetree Bay Energy is a large-scale energy complex strategically located in St. Croix, U.S. Virgin Islands. The complex consists of Limetree Bay Refining, a refinery with peak processing capacity of 650 thousand barrels of petroleum feedstock per day, and Limetree Bay Terminal, a 34-million-barrel crude and petroleum products storage and marine terminal facility serving the refinery and third-party customers. LINKMEYER PROPERTIES: Disclosure Hearing Continued to Sept. 1 ------------------------------------------------------------- Judge Andrea K. McCord has entered an order within which the telephonic hearing on the Disclosure Statement of debtor Linkmeyer Properties, LLC is continued to September 1, 2021 at 01:30 p.m. A copy of the order dated July 8, 2021, is available at https://bit.ly/3AUvPRF from PacerMonitor.com at no charge. About Linkmeyer Properties Linkmeyer Properties, LLC, Linkmeyer Kroger, LLC, and Linkmeyer Development II, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 20-90898) on Aug. 13, 2020. At the time of the filing, each Debtor disclosed estimated assets of less than $50,000 and estimated liabilities of between $1 million and $10 million. Judge Andrea K. Mccord oversees the cases. Hester Baker Krebs, LLC serves as Debtors' legal counsel. MARRONE BIO: Macquarie Group Reports 11.5% Equity Stake ------------------------------------------------------- Macquarie Group Limited disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of June 30, 2021, about 20,092,701 shares of common stock (11.46% of the shares outstanding) of Marrone Bio Innovations, Inc. are deemed beneficially owned by the company due to its ownership of Macquarie Bank Limited, Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1418333/000119312521211670/d203229dsc13ga.htm About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. The Company's portfolio of 15 products helps customers operate more sustainably while increasing their return on investment. The company's commercial products are sold globally and supported by a robust portfolio of over 500 issued and pending patents. Its agricultural end markets include row crops; fruits and vegetables; trees, nuts and vines; and greenhouse production. The company's research and development program uses proprietary technologies to isolate and screen naturally occurring microorganisms and plant extracts to create new, sustainable solutions in agriculture. Marrone Bio reported a net loss of $20.17 million for the year ended Dec. 31, 2020, compared to a net loss of $37.17 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $86.46 million in total assets, $51.11 million in total liabilities, and $35.35 million in total stockholders' equity. MASONITE INTERNATIONAL: S&P Rates New Senior Unsecured Notes 'BB+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating to the proposed US$300 million senior unsecured notes due 2030 to be issued by Masonite International Corp. (BB+/Stable/--). The '3' recovery rating indicates its expectation for meaningful recovery (50%-70%; rounded estimate: 60%) in the event of a default. S&P said, "We understand Masonite will use the proceeds to refinance its existing US$300 million senior unsecured notes due 2026. On completion of the refinancing, the company will have an extended maturity profile, with no debt due for seven years. "All other ratings on Masonite are unchanged, including our 'BB+' long-term issuer credit rating. The planned refinancing is leverage neutral, and our estimates for the company's prospective credit ratios have not materially changed. We continue to forecast adjusted debt-to-EBITDA to be in the low-to-mid 2x area in 2021 and 2022, supported by our expectation of higher selling prices to offset inflationary pressures on costs, given the company's track record of successfully implementing price increases. Our estimates also reflect our view that strong U.S. housing market fundamentals (underpinned by low interest rates and an aging housing stock) will continue to spur steady new housing and renovation activity through 2022. We also expect the company to generate strong free operating cash flow of about US$125 million–US$175 million annually over this period." The rating is subject to S&P's review of the final issuance documentation. Issue Ratings - Recovery Analysis Key analytical factors -- S&P has updated its recovery analysis for the proposed refinancing transaction and assigned a '3' recovery rating and a 'BB+' issue-level rating to Masonite's proposed senior unsecured notes due 2030. -- S&P's simulated default scenario contemplates a default in 2026, stemming from a severe demand downturn in the company's end markets, heightened competition, and margin erosion caused by an unexpected increase in material costs. In this scenario, Masonite is no longer able to fund its fixed charges, defaults on its financial obligations, and is restructured as a going concern. -- S&P's recovery analysis assumes a reorganization value for the company of slightly above US$700 million, reflecting emergence EBITDA of about US$120 million and a 6x multiple (consistent for rated peers). Its EBITDA assumption contemplates a rebound in profitability following a cyclical downturn that would force the company to default with its current capital structure. -- S&P assumes that, in a hypothetical bankruptcy scenario, the company's US$250 million asset-backed lending revolving credit facility is 60% drawn. Based on these assumptions, S&P expects that in a default scenario, secured lenders will be fully covered and the remaining net enterprise value is almost exclusively available for senior unsecured noteholders. Simulated default assumptions -- Simulated year of default: 2026 -- EBITDA at emergence: US$120 million -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value (after 5% administrative costs): US$675 million -- Valuation split in % (obligors/non-obligors): 100/0 -- Priority claims: US$155 million -- Total value available to unsecured claims: US$520 million -- Senior unsecured debt and pari passu claims: US$820 million --Recovery expectations: 50%-70%; rounded estimate 60% All debt amounts include six months of prepetition interest. MATLINPATTERSON GLOBAL: Unsecureds Unimpaired in Liquidating Plan ----------------------------------------------------------------- MatlinPatterson Global Opportunities Partners II L.P., et al., submitted a Joint Chapter 11 Plan of Liquidation and a corresponding Disclosure Statement on July 7, 2021. The Debtors are commencing Chapter 11 cases in connection with the winding down of their operations and investments. The Debtors have been conducting their wind-down since 2013 consistent with obligations under the partnership agreements and the commencement of the Chapter 11 cases is the last step to complete the process and fulfill the responsibilities of the General Partner. Due to the complex structure of the MP Funds, the nature of their investments and the winding up of affairs across multiple jurisdictions, it will take time, along with very specific knowledge and experience, to ensure that Debtors' assets are liquidated in a manner that provides the maximum benefit to the Debtors' creditors and investors. The management team employed by the Debtors, including the Chief Restructuring Officer, is best equipped to oversee and carry out this winding up process. The purpose of the Plan is to provide for the orderly distribution of the Debtors' assets to the Holders of Allowed Administrative and Other Priority Claims, Promissory Note Claims, General Unsecured Claims, and Partnership Interests. The Debtors have filed a motion (i) setting forth an overview of the factual and legal arguments as to why each of the VarigLog Claims, VRG Claims and HJDK Claims should be disallowed and (ii) seeking to establish a bar date by which the Holders of VarigLog Claims, VRG Claims or HJDK Claims must file a Proof of Claim in order to permit the Debtors to promptly object to such Claims. The Debtors have proposed a Litigation Claims Bar Date of September 3, 2021. It is a condition precedent to the occurrence of the Effective Date that the VarigLog Claims, VRG Claims and HJDK Claims are Disallowed by the Bankruptcy Court in their entirety. The administration and execution of the Plan will be managed and overseen by the Plan Administrator. The Plan proposes to treat claims and interests as follows: * Class 2 General Unsecured Claims are unimpaired and will recover 100%. The claims will be paid in full in cash on the later of the (x) effective date of the Plan, and (y) the date the claims are allowed or become due and payable. * Class 3 Promissory Note Claims totaling $57,965,995 are unimpaired. Each Holder of an Allowed Promissory Note Claim shall receive, at the applicable Debtor's or the Plan Administrator's option: (i) payment in full in Cash on the Effective Date (or as soon as reasonably practicable thereafter); or (ii) other treatment such that such Allowed Promissory Note Claim will be rendered Unimpaired. * Class 4 - Partnership Interests are impaired. Each Holder of an Allowed Partnership Interest shall receive, in exchange for the cancelation, release and extinguishment of such Allowed Partnership Interest: (i) on the Effective Date (or as soon as reasonably practicable thereafter) such Holder's Applicable Partnership Cash Allocation of any surplus Cash in the Distributions Reserve, such surplus determined by the Plan Administrator after determining items (ii) and (iii) in the definition of Distributions Reserve; and (ii) after giving effect to all costs of administering the Plan and all applicable distributions on account of Allowed Claims pursuant to the Plan, such Holder's Applicable Partnership Cash Allocation of any Cash remaining in the Distributions Reserve. On or after the Effective Date, the Debtors will remain in existence for the sole purpose of dissolving. Proposed Counsel to the Debtors: Elisha D. Graff Kathrine A. McLendon David R. Zylberberg Jamie J. Fell SIMPSON THACHER & BARTLETT LLP 425 Lexington Avenue New York, NY 10017 Tel: (212) 455-2000 Fax: (212) 455-2502 - and - Lauren W. Brazier SIMPSON THACHER & BARTLETT LLP CityPoint One Ropemaker Street London EC2Y 9HU, England Tel: +44-(0)20-7275-6500 Fax: +44-(0)20-7275-6592 A copy of the Disclosure Statement is available at https://bit.ly/2TIsgxb from PacerMonitor.com. 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. The Debtors tapped Simpson Thacher & Bartlett LLP, as general restructuring counsel; Schulte Roth & Zabel LLP, as conflicts counsel, Kurtzman Carson Consultants LLC ("KCC"), as Solicitation Agent/Claims and Noticing Agent, and Matthew Doheny, as Chief Restructuring Officer. As of June 30, 2021, the Debtors' assets are comprised principally of $142 million in cash, all of which are held in bank accounts in the United States. The Debtors estimated liabilities of $10 million to $50 million as of the bankruptcy filing. MEDLEY LLC: Mgt. Stock To Be Delisted by NYSE After Ch. 11 Filing ----------------------------------------------------------------- Liz Kiesche of Seeking Alpha reports that Medley LLC filed for Chapter 11 bankruptcy proceedings on July 6, the company said in an SEC filing submitted after the close of trading on Wednesday, July 7, 2021. As a result the NYSE started the process to delist and suspend trading of Medley Management (NYSE:MDLY) common stock and Medley LLC notes; its publicly traded notes include Medley LLC notes due 2024 (NYSE:MDLQ) and Medley LLC senior notes due 2026 (NYSE:MDLX). Medley LLC proposed a Chapter 11 plan of reorganization and wind-down of Medley LLC, the filing said. Noteholders will come after holders of secured claims and other priority claims in the line-up for Medley LLC assets. Each holder of an allowed notes claim will get a pro rata share of the unsecured claims pool which consists of all of the Liquidating Trust Assets after payments of allowed secured claims, allowed administrative expenses, allowed priority claims, and Liquidating Trust expenses. 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 LLC 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. MY FL MANAGEMENT: Court Approves Disclosure Statement ----------------------------------------------------- Judge Scott M. Grossman has entered an order approving the Disclosure Statement explaining the Chapter 11 Plan of MY FL Management, LLC. The Court has set a hearing to consider confirmation of the Plan for Aug. 31, 2021, at 9:30 am in U.S. Courthouse, 299 E Broward Blvd #308, Ft Lauderdale, FL 33301. The last day for filing and serving objections to confirmation of the Plan will be on Aug. 17, 2021. The last day for filing a ballot accepting or rejecting the Plan will be on Aug. 17, 2021. The last day for filing and serving objections to claims will be on July 22, 2021. About My FL Management MY FL Management LLC owns Royal Beach Palace, a hotel located in the residential Lauderdale-by-the-Sea. Fort Lauderdale, Fla.-based MY FL Management sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-11028) on Feb. 2, 2021. Yuri Gnesin, manager, signed the petition. In the petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Scott M. Grossman oversees the case. The Debtor tapped Edelboim Lieberman Revah Oshinsky, PLLC as its legal counsel and Karlinsky & Golub CPAs, PLLC as its accountant. O.P. INVESTMENT: U.S. Trustee Opposes Combined Plan & Disclosures ----------------------------------------------------------------- Andrew R. Vara, United States Trustee, objects to the Amended Combined Plan of Reorganization and Disclosure Statement of O.P. Investment Group, LLC. The U.S. Trustee points out that the Debtor's counsel has indicated that Class II has accepted the Plan. However, a ballot summary has not yet been filed with the Court. Moreover, Class III solely consists of the unsecured claim of Greenleaf Income Trust II, which has filed an election for the application of 11 U.S.C. § 1111(b) to its claim. If Class II and, if applicable, Class III do not vote in favor of the Plan, the junior classes, namely the equity holders, may not receive or retain any property because it would be a violation of the absolute priority rule. The U.S. Trustee objects to Plan Section 3.4.2 as contrary to the absolute priority rule in substance in the event that Class II and, if applicable, Class III do not vote in favor of the Plan. A full-text copy of the U.S. Trustee's objection dated July 8, 2021, is available at https://bit.ly/3hSv7eU from PacerMonitor.com at no charge. About O.P. Investment Group O.P. Investment Group, LLC, owns a commercial strip mall located at 35252-35240 23 Mile Road, New Baltimore, Michigan 48047. O.P. Investment Group filed its Chapter 11 petition (Bankr. E.D. Mich. Case No. 21-40722) on Jan. 28, 2021. The petition was signed by Bassam Kallabat, member. In its petition, the Debtor estimated its assets and liabilities at $1 million to $10 million. Judge Thomas J. Tucker oversees the case. The Debtor is represented by Daniel J. Weiner, Esq., at Schafer and Weiner, PLLC. ORCUTT RANCHO: Gets OK to Hire Fox Rothschild as Legal Counsel -------------------------------------------------------------- Orcutt Rancho, LLC, received approval from the U.S. Bankruptcy Court for the Central District of California to hire Fox Rothschild, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor of its rights, obligations and duties during the administration of its bankruptcy case; b. attending meetings and negotiations; c. taking all necessary actions to protect and preserve the Debtor's estate including the prosecution of actions, the defense of any actions taken against the Debtor, negotiations concerning all litigation in which the Debtor is involved, and objecting to claims filed against the estate; d. seeking the court's approval and confirmation of a plan of reorganization, disclosure statement and all related papers and pleadings; e. representing the Debtor in all proceedings before the bankruptcy court or other courts of jurisdiction in connection with the case; f. assisting the Debtor in developing legal positions and strategies with respect to all facets of the Debtor's proceeding; g. preparing legal documents; and h. performing all other legal services in connection with the case and other general corporate and litigation matters. The firm's standard hourly rates are as follows: Partners $310 to $1,450 Counsel $245 to $850 Associates $240 to $585 Legal Assistants/Paralegals $60 to $425 Fox Rothschild's current hourly rates applicable to the principal attorneys and paraprofessionals who will be representing the Debtor are: Brett Axelrod Partner $815 per hour Keith Owens Partner $700 per hour Audrey Noll Counsel $690 per hour Nicholas Koffroth Associate $535 per hour Patricia Chlum Paralegal $315 per hour The Debtor provided Fox Rothschild with a retainer in the amount of $10,000. As disclosed in court filings, Fox Rothschild is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Fox Rothschild can be reached through: Brett A. Axelrod, Esq. Nicholas A. Koffroth, Esq. Fox Rothschild, LLP Constellation Place 10250 Constellation Blvd., Suite 900 Los Angeles, CA 90067 Phone: (310) 598-4150 Fax: (310) 556-9828 Email: baxelrod@foxrothschild.com nkoffroth@foxrothschild.com About Orcutt Rancho Orcutt Rancho, LLC, a Santa Maria, Calif.-based company engaged in activities related to real estate, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10412) on April 20, 2021. Gary Greenberg, the managing member, signed the petition. In the petition, the Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge Martin R. Barash oversees the case. Fox Rothschild, LLP and Conway MacKenzie, LLC, serve as the Debtor's legal counsel and financial advisor, respectively. PIPELINE FOODS: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------- Pipeline Foods, LLC, on July 9, 2021, announced that it and certain subsidiaries and affiliates have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Details on the Company's Chapter 11 process and go-forward strategy are as follows: * Continued Operations: The Company will be filing customary motions with the Bankruptcy Court that will authorize, upon Bankruptcy Court approval, the Company's ability to operate within a cash collateral budget, including, among other things, the payment of employee wages and benefits without interruption and the use of cash collateral. These motions are typical in the Chapter 11 process and the Company anticipates that they will be approved shortly after the commencement of its Chapter 11 case. * Evaluation of Strategic Alternatives to Maximize Value: The Company will continue its pre-filing efforts to evaluate any and all strategic alternatives, including a sale of all or substantially all of the assets of its businesses in an effort to maximize value and recovery for all creditors. In parallel with this process, the Company expects to request authority to sell its grain inventory outside of the ordinary course at market prices in an effort to facilitate the Company's use of cash collateral. * First Hearing: The first hearing has been scheduled for July 14th, 2021. Anthony Sepich, Chief Executive Officer of Pipeline Foods, LLC, said, "[t]he impact of the Coronavirus (COVID-19) pandemic coupled with the Company's secured debt obligations have caused significant financial distress on our business. As a result, we believe that a bankruptcy filing and a potential sale of the business, portions of the business, and certain of its assets is the best path forward to unlock value for the benefit of all creditors. I would like to thank all of our employees, growers, customers, and business partners for their dedication and continued support through these unprecedented times." About Pipeline Foods Pipeline Foods is the first U.S.-based supply chain solutions company focused exclusively on non-GMO, organic, and regenerative food and feed. Its dedicated team brings transparent, sustainable supply chain solutions to connect the dots for its farming partners and end users of organic grains and ingredients. On the Web: https://www.pipelinefoods.com/ Pipeline Foods LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11002) on July 8, 2021. In the petition signed by CRO Winston Mar, Pipeline Foods estimated assets between $100 million and $500 million and estimated liabilities of between $100 million and $500 million. The cases are handled by Honorable Judge Karen B. Owens. Pipeline Foods is represented by Saul Ewing Arnstein & Lehr, LLP with Michael Gesas as lead counsel. Pipeline Foods, LLC's Financial Advisor is SierraConstellation Partners. The Chief Restructuring Officer for Pipeline is Winston Mar of SierraConstellation Partners. The Claims Agent for Pipeline Foods is Stretto. Bryan Cave Leighton Paisner LLP is the Board of Directors' counsel. PS ON TAP: Taps Freeman, Freeman & Smiley as Legal Counsel ---------------------------------------------------------- PS On Tap, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Central District of California to hire Freeman, Freeman & Smiley, LLP, to serve as legal counsel in their Chapter 11 cases. The firm's services include: a. advising the Debtors regarding matters of bankruptcy law; b. representing the Debtors in court proceedings and hearings involving matters of bankruptcy law; c. advising the Debtors concerning the requirements of the Bankruptcy Code, federal and local rules relating to the administration of their cases, and the effect of their cases on the operation of their business and affairs; d. preparing legal papers; e. assisting the Debtors in the negotiation, preparation, confirmation, and implementation of a plan of reorganization; and f. handling any real estate matters. The firm's standard hourly rates are as follows: Partners $485 - $800 per hour Of Counsels $525 - $980 per hour Associates $365 - $475 per hour Paralegals $215 - $345 per hour The hourly rate of Theodore Stolman, Esq., one of the firm's attorneys who will be handling the cases, has been reduced from $925 to $895. Freeman received a retainer from the Debtor in the amount of $268,000. Mr. Stolman disclosed in a court filing that the firm and its attorneys are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Freeman can be reached through: Theodore B. Stolman, Esq. Carol Chow, Esq. Freeman, Freeman & Smiley, LLP 1888 Century Park East, Suite 1500 Los Angeles, California 90067 Phone: (310) 255-6100 Fax: (310) 255-6200 Email: ted.stolman@ffslaw.com carol.chow@ffslaw.com About PS On Tap LLC PS On Tap, LLC and its affiliates have owned and operated a chain of restaurants featuring upscale casual and fine dining experiences under three unique concepts: a luxury steakhouse reminiscent of the American grills in the 1930's and 1940's operating under the name The Grill on the Alley; a family-friendly grill operating under the name Daily Grill Restaurant & Bar; and a school-themed Gastropub operating under the name Public School on Tap. The Debtors' restaurants are located primarily in Southern California with additional restaurants located throughout other major cities in the United States. PS On Tap and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 21-10757) on April 28, 2021. At the time of the filing, the Debtors had between $10 million and $50 million in both assets and liabilities. Judge Martin R. Barash presides over the cases. Freeman, Freeman & Smiley LLP, Lewis Brisbois Bisgaard & Smith LLP and Grigorian & Associates Inc. serve as the Debtors' bankruptcy counsel, labor counsel and accountant, respectively. QUANTUM VALVE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Quantum Valve and Oilfield Solutions, LLC d/b/a ECOCHEM 6500 West Freeway, Ste. 706 Fort Worth, TX 76116 Business Description: Quantum Valve and Oilfield Solutions, LLC provides support activities for the mining industry. Chapter 11 Petition Date: July 12, 2021 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 21-40994 Debtor's Counsel: Christopher J. Moser, Esq. QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C. 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Tel: (214) 871-2100 Email: cmoser@qslwm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by John Luke Reed, chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JMXM2TQ/Quantum_Valve_and_Oilfield_Solutions__txebke-21-40994__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Sustainable Income, LLC Goods and/or $9,589,513 245 Fenimore Street Services Brooklyn, NY 11225 2. Caterpillar Lease $4,000,000 PO Box 54942 New Orleans, LA 70154 3. M.G. Bryan Equipment Company Goods and/or $1,320,160 1906 S Great Southwest Parkway Services Grand Prairie, TX 75051 4. Tri-Chem Industries Goods and/or $1,297,038 2600 N Cresson Highway Services Cresson, TX 76035 5. Premier Pressure Pumping Lease $1,000,000 2310 Industrial Blvd Kilgore, TX 75662 6. Resource Energy Equipment Lease $981,998 PO Box 54942 New Orleans, LA 70154 7. Bestway Oilfield, Inc. Lawsuit $965,482 16030 Market Street Channelview, TX 77530 8. Crestmark PPP Loan $950,348 5480 Corporate Drive, Suite 30 Troy, MI 48098 9. Stewart & Stevenson Lease $500,000 P.O. Box 301063 Dallas, TX 75303 10. Extreme Pressure Control, LLC Goods and/or $388,535 3900 S Harmon Ave Services Oklahoma City, OK 73179 11. Solvay USA Inc. Lawsuit $351,254 504 Carnegie Center Princeton, NJ 08540 12. Advanced Chemical Goods and/or $350,240 Logistics Ltd Services PO Box 185010 Fort Worth, TX 76181 13. Chemplex Solvay Group Goods and/or $348,814 P.O. Box 733133 Services Dallas, TX 75373 14. Hydrite Chemical Co Judgment $324,428 PO Box 689227 Chicago, IL 60695 15. Hi Bar Capital Goods and/or $219,300 1825 65th St Services Brooklyn, NY 11204 16. Gulfstream Services, Inc. Goods and/or $218,295 PO Box 734693 Services Dallas, TX 75373 17. The Avanza Capital Group, LLC Goods and/or $198,395 3794 Amboy Rd., Ste 306 Services Staten Island, NY 10308 18. Express 4x4 Truck Rental Goods and/or $196,454 3235 Sunset Ln Services Hatboro, PA 19040 19. Slate Advance Goods and/or $179,880 15 America Ave., Ste 303 Services Lakewood, NJ 08701 20. Mr. Advance Goods and/or $175,080 35-12 19th Ave., Ste 3W Services Astoria, NY 11105 REMARK HOLDINGS: Increases Authorized Common Shares to 175 Million ------------------------------------------------------------------ Remark Holdings, Inc. held a special meeting of stockholders on July 8, 2021, at which its stockholders approved an amendment to its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of its common stock to 175,000,000. The company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on July 9, 2021, to reflect this amendment, which became effective immediately upon filing. About Remark Holdings Remark Holdings, Inc. (NASDAQ: MARK) -- http://www.remarkholdings.com-- delivers an integrated suite of AI solutions that enable businesses and organizations to solve problems, reduce risk and deliver positive outcomes. The company's easy-to-install AI products are being rolled out in a wide range of applications within the retail, financial, public safety and workplace arenas. The company also owns and operates digital media properties that deliver relevant, dynamic content and ecommerce solutions. The company is headquartered in Las Vegas, Nevada, with additional operations in Los Angeles, California and in Beijing, Shanghai, Chengdu and Hangzhou, China. Remark Holdings reported a net loss of $13.68 million for the year ended Dec. 31, 2020, compared to a net loss of $25.61 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $14.38 million in total assets, $28.05 million in total liabilities, and a total stockholders' deficit of $13.67 million. Los Angeles, California-based Weinberg & Company, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities and has a negative working capital and a stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. SEEDTREE MANAGEMENT: August 10 Disclosure Statement Hearing Set --------------------------------------------------------------- Seedtree Management Group, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey an Original Disclosure Statement describing Chapter 11 Reorganization Plan. On July 8, 2021, Judge John K. Sherwood ordered that: * Aug. 10, 2021 at 10:00am at Courtroom 3D, at 50 Walnut St., Newark, NJ 07102, a CourtSolutions is the hearing on the adequacy of the Disclosure Statement. * Written objections to the adequacy of the Disclosure Statement shall be filed with the Clerk of this Court and served upon counsel for the Debtor, Counsel for the Creditor's Committee and upon the United States Trustee no later than 14 days prior to the hearing before this Court, unless otherwise directed by the court. A copy of the order dated July 8, 2021, is available at https://bit.ly/36u2rUd 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. SEQUENTIAL BRANDS: Selects Bankruptcy Expert to Board of Directors ------------------------------------------------------------------ According to a regulatory filing, on July 7, 2021, the board of directors (the “Board”) of Sequential Brands Group Inc. appointed Sherman Edmiston III to serve as a new member, effective immediately. Mr. Edmiston was appointed as a Class I director for a term expiring at the 2024 Annual Meeting of Stockholders or until his successor is duly elected or qualified. The Board appointed Mr. Edmiston to the Audit Committee of the Company. Mr. Edmiston is the Managing Member of HI CapM Advisors, Ltd. since August 2016. HI CapM is a consulting firm that provides strategic and financial advisory services to corporations, private equity firms, and credit funds. Mr. Edmiston was a Partner and Managing Director at Zolfo Cooper LLC (now Alix Partners) until December 2015. Mr. Edmiston currently serves on the board of directors of Arko Corp., GTT Communications, Inc., Key Energy Services, Mallinckrodt Specialty Generics, REAL ALLOY, and WorldStrides ET&S. Previous directorships include Arch Resources, Inc., Centric Brands, HCR Manorcare, Harvey Gulf International Marine, Monitronics Inc., JL French Automotive, Maremont Corporation and Preferred Sands. Mr. Edmiston received his MBA from the University of Michigan and his BSE in Mechanical Engineering from Arizona State University. There are no familial relationships between Mr. Sherman and any director, executive officer, or other employee of the Company. Mr. Sherman has no material interests in any transactions or proposed transactions requiring disclosure under Item 404(a) of Regulation S-K. Mr. Sherman was recommended by KKR to the Board pursuant to the terms of the Company’s Fourth Amendment to Third Amended and Restated Credit Agreement with Wilmington Trust, National Association as administrative agent and collateral agent. About Sequential Brands Sequential Brands Group, together with its subsidiaries, owns various consumer brands. The company licenses its brands for a range of product categories, including apparel, footwear, fashion accessories, and home goods. * * * Bloomberg reported in June 2021 that the troubled owner of Jessica Simpson's brand is nearing a deal to sell its majority stake in the fashion line back to the singer and offload other assets as part of a potential Chapter 11 bankruptcy. According to the report, Sequential Brands, which is seeking to sell off its assets to avoid a cash crunch while it negotiated with creditors, is now preparing to unload its brands under a process that will likely take place in court. SPANISH HEIGHTS: 5148 Spanish Heights Says Plan Not Feasible ------------------------------------------------------------ 5148 Spanish Heights, LLC, successor-in-interest to CBC Partners I, objects to the Disclosure Statement for the Chapter 11 Plan of Reorganization of Spanish Heights Acquisition Company, LLC. 5148 Spanish claims that the Liquidation Analysis Does Not Contain any Information Regarding the Managing Member's Assets, Liabilities and Financial Condition. In order for Debtor to confirm a Plan of Reorganization, Debtors must establish that unsecured creditors would fare better under the plan than in a liquidation scenario. 5148 Spanish points out that the Disclosure Statement fails to discuss pre-petition and post-petition operating losses and fails to provide any future projections. Debtors must amend the Disclosure Statement to provide basic and essential information on the Plan's feasibility, including a discussion of pre- and post petition operation losses and projections related to the Debtors' ability to sustain post-confirmation operations. 5148 Spanish asserts that the Disclosure Statement fails to adequately describe the proposed cash infusions. The Disclosure Statement also fails to mention whether there are any conditions on SJCV's willingness to fund the proposed payments. 5148 Spanish further asserts that the Debtor is an entity that, although it owns the Property that is currently being used by another entity, has no income and no prospects for income. SJCV is an entity that has been provided use of the Property without paying any rent. This cash flow and operating history is a great indicator of how the Debtors will perform going forward. If Debtors propose in any way to continue operations as a means of repaying their creditors, the Court cannot consider this realistic and should find that it is outside the realm of a feasible Plan. 5148 Spanish Heights, LLC requests that the Court not approve the Disclosure Statement as it lacks adequate information and is proposed in support of an unconfirmable plan, and to grant such other relief as is just and proper. A full-text copy of 5148 Spanish Heights' objection dated July 8, 2021, is available at https://bit.ly/3yMJ6K5 from PacerMonitor.com at no charge. Attorneys for 5148 Spanish Heights: Michael R. Mushkin, Esq. Nevada Bar No. 2421 L. Joe Coppedge, Esq. Nevada Bar No. 4954 MUSHKIN & COPPEDGE 6070 South Eastern Ave Ste 270 Las Vegas, NV 89119 Telephone: 702-454-3333 Facsimile: 702-386-4979 E-mail: michael@mccnvlaw.com jcoppedge@mccnvlaw.com About SHAC Spanish Heights Acquisition Company, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-10501) on Feb. 3, 2021. Jay Bloom, manager and owner of SJC Ventures Holdings, LLC, signed the petition. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of less than $50,000. Greene Infuso, LLP and Maier Gutierrez & Associates serve as the Debtor's bankruptcy counsel and special counsel, respectively. SUNERGY CALIFORNIA: Creditors' Committee Files Liquidating Plan --------------------------------------------------------------- The Official Committee of Unsecured Creditors of debtor Sunergy California LLC submitted a Chapter 11 Plan of Liquidation and a Disclosure Statement on July 8, 2021. As of June 16, 2021, the status of the Debtor's present operations were unclear. The Committee conducted an information site inspection on April 30, 2021 during which no active operations were taking place. The Committee has reviewed proposed Debtor-in-Possession financing terms which the Debtor sought to restart operations. On this basis, the Committee believes the Debtor's manufacturing operations have ceased. The Debtor has been pursuing the DIP financing ostensibly to re-start operations and for capital improvements, but the Committee does not support approval of the DIP financing. The Committee does believe that the Debtor's assets retain significant value in that the Debtor maintains raw materials, inventory, and equipment from which value can be derived through the formation of a liquidating trust and subsequent sale of assets as described the Committee's Plan. Class 1 consists of Secured Claims (Unimpaired). The Debtor lists two Secured Claims on its schedules: (1) Avalon Risk Management Insurance Agency in the amount of $970,000.00; and (2) MP holdings, LLC in the amount of $399,012.00. Additionally, creditor Depcom Power filed a secured claim in the amount of $3,831,973.05, and creditor Solare America filed a secured claim in the amount of $523,316.07. Each Allowed Secured Claim shall retain, unaltered, the legal, equitable, and contractual rights to which such claim is entitled according to the existing terms. Parties-in-interest retain the right to object to these claims or seek to re-classify them. Class 2 consists of Priority Claims (Unimpaired). There are presently $291,845 in claimed Priority Claims, which includes $27,693.32 in Tax Claims. Priority Claims, including Tax Claims, will be paid in full in their Allowed Amount within 60 days following the date the last Claim Objection is resolved. The Priority Claims will be paid primarily from the proceeds of the sale. Class 3A consists of General Unsecured Claims (Impaired). Each Holder of an Allowed Class 3A Claim shall receive a Cash payment equal to its pro rata share after payment in full of Allowed Secured Claims, Allowed Administrative Expense Claims, and Allowed Priority Claims. Class 3B consists of General Unsubordinated Claims. Each Holder of an Allowed Class 3B General Unsubordinated Claim shall receive a Cash Payment equal to its pro rata share after payment in full of Allowed Secured Claims, Allowed Administrative Expense Claims, and Allowed Priority Claims. On the Effective Date, Equity Interests shall be deemed canceled, and the holders of Equity Interests shall not receive or retain any property under the Plan on account of such Equity Interests. All property of the Debtor, including all tangible and intangible property and cash on hand, shall be transferred and vest in the Liquidating Trustee free and clear of all Claims, liens, encumbrances, charges, Equity Interest, and other Interests on the Effective Date. The Liquidating Trustee shall pursue a sale of all or substantially all of the Debtor's Property, the proceeds of which shall be distributed among holders of Claims or Interests. The Sale of substantially all of the Debtor's Property is in furtherance of the Debtor's liquidation. A full-text copy of the Committee's Disclosure Statement dated July 8, 2021, is available at https://bit.ly/3xEo6oQ from PacerMonitor.com at no charge. Attorneys for the Official Committee of Unsecured Creditors: Jamie P. Dreher, Esq. Paul R. Gaus, Esq. Downey Brand LLP 621 Capitol Mall, 18th Floor Sacramento, CA 95814-4731 Tel: 916-444-1000 Fax: 916-444-2100 Email: jdreher@downeybrand.com Email: pgaus@downeybrand.com About Sunergy California Sunergy California LLC -- http://www.sunergyus.com/-- is a solar module supplier. It was founded in 2016 and is headquartered and has module production facilities in Sacramento, Calif. Sunergy California filed a Chapter 11 petition (Bankr. E.D. Calif. Case No. 21-20172) on Jan. 20, 2021. In the petition signed by Lu Han, chairman, the Debtor disclosed total assets of $7,629,993 and total liabilities of $17,226,553. Judge Christopher M. Klein oversees the case. Gonzalez & Gonzalez Law, P.C. and RKF Global PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors on March 17, 2021. The committee tapped Downey Brand, LLP as legal counsel and Dundon Advisers, LLC as financial advisor. TCMA TRUCKING: Aug. 31 Plan & Disclosure Hearing Set ---------------------------------------------------- On July 7, 2021, debtor TCMA Trucking, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement with respect to a Plan. On July 8, 2021, Judge Jeffrey Norman ordered that: -- The disclosure statement filed by TCMA Trucking, Inc. is conditionally approved. However, the court still notes the following issues that should be addressed at or before a final hearing: * The treatment of the unsecured creditors remains vague, as there is no estimated total amount to be distributed to the unsecured creditors, and there is no set monthly payment amount. * The liquidation analysis shows no assets available for unsecured creditors, yet there are no liens against cash, accounts receivables or office furniture, so those assets would be available for unsecured creditors. * Feasibility is not clearly set out or there is no explanation how the debtor will be able to increase its revenues as projected. The operating reports on file for 2021 indicate that the average revenue for the debtor has been $52,333.06 per month, yet the projected monthly revenue is $87,500 per month for 2021, and it jumps to $120,833.33 per month in 2022 and $162,500 per month in years 2023 through 2026. -- Aug. 27, 2021, is fixed as the last day for filing written acceptances or rejections of the plan. -- Aug. 25, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. -- Aug. 31, 2021, at 9:30 a.m. in Courtroom 403, United States Courthouse, 515 Rusk St., Houston, Texas is fixed for the hearing on final approval of the disclosure statement (if a written objection has been timely filed) and for the hearing on confirmation of the plan. A copy of the order dated July 8, 2021, is available at https://bit.ly/2U08s8v from PacerMonitor.com at no charge. About TCMA Trucking TCMA Trucking, Inc., is a privately held company that operates a specialized freight trucking business. TCMA Trucking, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-35989) on Dec. 22, 2020. The petition was signed by Felix A. Auz, president. At the time of filing, the Debtor disclosed $232,662 in assets and $1,407,077 in liabilities. Russell Van Beustring, Esq. at RUSSELL VAN BEUSTRING, P.C., is the Debtor's counsel. TCMA TRUCKING: Unsec. Creditors to Recover 25% in 84 Months ----------------------------------------------------------- TCMA Trucking, Inc., submitted an Amended Chapter 11 Plan and a Disclosure Statement on July 7, 2021. The Debtor's 2019 bankruptcy filing was dismissed as a result of the Debtor's unsophistication and its failure to confirm a plan of reorganization. On Dec. 22, 2020, the Debtor filed this chapter 11 reorganization. The Debtor is acutely aware that it must promptly confirm a plan of reorganization to save this 27-year-old company. The Debtor has greatly enhanced the maintenance and accuracy of its financial records and reporting. The Debtor has come in compliance with all filings for the IRS, State of Texas, and the U.S. Trustee. The Debtor now is in a position to confirm a reorganization to pay its creditors. If this case is not successful, unsecured creditors will not receive any distribution of funds. Class 4 General Unsecured Claims are impaired. The allowed general unsecured creditors will be paid 25% within 84 months of the effective date of the plan. The payments will be payable 15th day of the first calendar month after Class 1, 2, and 3 claims are paid in full. The sole member of the Debtor is Felix A Auz, Sr. Mr. Auz will retain his interest in the Reorganized Debtor but will not receive dividends during the term of the plan of reorganization. Payments and distributions under the Plan will be funded by future income from the operations of the company. A copy of the Amended Disclosure Statement filed July 7, 2021, is available at https://bit.ly/3xALYtt from PacerMonitor.com. About TCMA Trucking TCMA Trucking, Inc. is a privately held company that operates a specialized freight trucking business. The Debtor previously sought bankruptcy protection on Feb. 6, 2019 (Bankr. S.D. Tex. Case No. 19-30738), and then March 24, 2019 (Bankr. S.D. Tex. Case No. 19-31578). TCMA Trucking again filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-35989) on Dec. 22, 2020. The petition was signed by Felix A. Auz, president. At the time of filing, the Debtor disclosed $232,662 in assets and $1,407,077 in liabilities. Russell Van Beustring, Esq., at RUSSELL VAN BEUSTRING, P.C., represents the Debtor. TERVITA CORP: S&P Raises 2nd-Lien Secured Notes Rating to 'BB-' --------------------------------------------------------------- S&P Global Ratings raised its issue-level rating to 'BB-' from 'CCC+' and its recovery rating to '1' from '4' on Tervita Corp.'s senior second-lien secured notes, based on the combined company's valuation. At the same time, S&P Global Ratings removed the rating from CreditWatch with positive implications, where it was placed March 9, 2021. The '1' recovery rating reflects expectations for very high recovery (90%-100%; capped rounded estimate: 95%) prospects in a default scenario. The 'B' issue-level rating and '3' recovery rating on Secure's existing C$200 million of senior unsecured notes are unchanged. At the same time, S&P has discontinued our ratings on Tervita and affirmed its ratings on Secure, including its 'B' issuer credit rating. Secure Energy Services Inc. recently completed its merger with Tervita Corp. (CCC+/Positive/--). As a result of the amalgamation, Tervita is no longer a separate legal entity, and its 11% senior second-lien secured notes have transferred to Secure, which will operate the combined entity. S&P said, "The ratings on Secure reflect our view that the consolidation will enhance Secure's scale of operations and strengthen its market share in Western Canada. In addition, Secure and Tervita have complementary assets, which should provide for increased consolidated utilization and potential for operational cost savings. Management estimates about C$75 million of annualized cost synergies, the majority from facility utilization, reduced field overhead, transportation savings, and operating cost efficiencies, and the balance from overhead reductions. We believe most of these targeted cost savings should be achievable. "The ratings also reflect our expectation for Secure to maintain moderate financial policies. Based on our current forecasts, we project adjusted FFO-to-debt of close to 20% in 2022, with the potential for further improvement in 2023. Our estimates assume meaningful free cash flow generation and that management will use free cash flows toward debt repayment." The positive outlook reflects the enhanced scale of operations and incorporates the potential for a higher rating, if the company successfully integrates with Tervita, and can increase and sustain its weighted-average FFO-to-debt ratio above 20%. S&P said, "We could raise our rating on Secure upon the company demonstrating successful integration with Tervita. In this scenario, we would also expect the company to improve and maintain its adjusted FFO-to-debt ratio above 20% on a sustained basis. This could occur if the company realizes expected synergies and activity levels increase, resulting in higher cash flows than currently estimated. "We could revise the outlook to stable if we expect Secure's FFO-to-debt ratio to trend at the lower end of the 12%-20% range. This would most likely occur from weakness in commodity prices that leads to additional and prolonged cutbacks in exploration and production spending, reducing demand for Secure's services." TIDEWATER REALTY: Taps Tydings & Rosenberg as Legal Counsel ----------------------------------------------------------- Tidewater Realty Investors, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Tydings & Rosenberg, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. providing the Debtor with legal advice regarding its powers and duties, the operation of its business and management of its property; b. representing the Debtor in defense of proceedings instituted to reclaim property or to obtain relief from the automatic stay under Section 362(a) of the Bankruptcy Code; c. preparing legal papers and appearing in proceedings instituted by or against the Debtor; d. assisting the Debtor in the preparation of bankruptcy schedules, statement of financial affairs, and any amendments thereto; e. assisting in the evaluation of a possible sale of the Debtor's business and assets; f. assisting the Debtor in the preparation of a disclosure statement and plan of reorganization or liquidation; g. assisting the Debtor with all bankruptcy legal work; and h. performing all other necessary legal services. The firm's hourly rates are as follows: Partners $400 to $600 per hour Associates $275 to $300 per hour Paralegals $175 per hour Prior to the petition date, the Debtor paid the firm a retainer of $5,762. The firm will also be reimbursed for out-of-pocket expenses incurred. Joseph Selba, Esq., a partner at Tydings & Rosenberg, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph M. Selba, Esq. Tydings & Rosenberg LLP 1 E. Pratt Street Baltimore, MD 21202 Tel: (410) 752-9700 Email: jselba@tydingslaw.com About Tidewater Realty Investors Tidewater Realty Investors, LLC, a company based in Glenwood, Md., filed a Chapter 11 petition (Bankr. D. Md. Case No. 21-13991) on June 16, 2021. In the petition signed by Brett Arnold, managing member, the Debtor disclosed $1 million to $10 million in both assets and liabilities. The Debtor tapped Tydings & Rosenberg, LLP as its legal counsel. Judge Nancy V. Alquist oversees the Debtor's Chapter 11 case. Stephne Metz is the court-appointed Subchapter V trustee. TRANSOCEAN LTD: Registers 23M Shares Under 2015 Incentive Plan -------------------------------------------------------------- Transocean Ltd. filed a Form S-8 registration statement with the Securities and Exchange Commission to register an additional 23,000,000 registered shares pursuant to the Amended and Restated Transocean Ltd. 2015 Long-Term Incentive Plan (as amended to date). The Board of Directors of Transocean recommended for approval and, on May 27, 2021, the shareholders of the company approved an amendment of the plan that increased the number of shares authorized for issuance under the plan from 62,861,451 to 85,861,451 shares. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1451505/000145150521000059/rig-20210709xs8.htm About Transocean Transocean is an international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean Ltd. reported a net loss of $568 million for the year ended Dec. 31, 2020, compared to a net loss of $1.25 billion for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $21.80 billion in total assets, $1.38 billion in total current liabilities, $8.98 billion in total long-term liabilities, and $11.43 billion in total equity. * * * As reported by the TCR on July 12, 2021, S&P Global Ratings raised its issuer credit rating on Switzerland-based offshore drilling company Transocean Ltd. to 'CCC' from 'CCC-'. S&P said, "Our 'CCC' issuer credit rating reflects the potential that the company will undertake additional distressed transactions over the next year. Although Transocean has taken steps to improve its liquidity, it still has significant debt maturities and high capital spending requirements over the next two years." TUMBLEWEED TINY HOUSE: Wins Sept. 14 Exclusivity Extension ---------------------------------------------------------- Judge Kimberley H. Tyson of the U.S. Bankruptcy Court for the District of Colorado extended the period within which Tumbleweed Tiny House Company, Inc. has the exclusive right to file a Plan through and including September 14, 2021. The Debtor will use the additional time to attempt to pursue its claims against FreedomRoads and attempt to resolve the disputed claim of FreedomRoads since whether the claim of FreedomRoads will be allowed or not is an important contingency in the Debtor's case. A copy of the Court's Extension Order is available at https://bit.ly/3wzismy from PacerMonitor.com. About Tumbleweed Tiny House Company Tumbleweed Tiny House Company, Inc., a manufacturer of tiny house RVs, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-11564) on March 4, 2020. At the time of filing, the Debtor estimated between $500,000 and $1 million in assets and between $1 million and $10 million in liabilities. Judge Kimberley H. Tyson oversees the case. Wadsworth Garber Warner Conrardy, P.C., and Gerard Fox Law, P.C., serve as the Debtor's bankruptcy counsel and special counsel, respectively. Stockman Kast Ryan + Company is the Debtor's accountant. U-HAUL CO: August 10 Disclosure Statement Hearing Set ----------------------------------------------------- On June 29, 2021, debtor U-Haul Co. of West Virginia filed with the U.S. Bankruptcy Court for the Southern District of West Virginia a Disclosure Statement in support of Plan of Reorganization. On July 8, 2021, Judge B. McKay Mignault ordered that: * Aug. 5, 2021, is set as the last day to file and serve any written objection to the proposed Disclosure Statement. * Aug. 10, 2021, at 1:30 p.m. is the telephonic hearing to consider and act upon approval of the proposed Disclosure Statement and any timely filed objection. A copy of the order dated July 8, 2021, is available at https://bit.ly/3hz4Weo from PacerMonitor.com at no charge. Counsel for Debtor: James W. Lane, Esq. Eric M. Johnson, Esq. Emily L. Ford, Esq. Flaherty Sensabaugh Bonasso, PLLC 200 Capitol Street Charelston, WV 25338 Tel: (304) 345-0200 Email: jlane@flahertylegal.com About U-Haul Co. of West Virginia St Albans, W.Va.-based U-Haul Co. of West Virginia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.W. Va. Case No. 21-20140) on June 16, 2021. At the time of the filing, the Debtor disclosed total assets of $1,056,439 and total liabilities of $118,626,327. Judge B. Mckay Mignault oversees the case. Flaherty Sensabaugh Bonasso, PLLC and Brown Edwards & Company, LLP serve as the Debtor's legal counsel and financial advisor, respectively. VERANO RECOVERY: Taps Corbett Steelman as Litigation Counsel ------------------------------------------------------------ Verano Recovery, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Corbett Steelman & Spector, a Professional Law Corporation, as special litigation counsel. The Debtor needs the firm's legal assistance in connection with the following litigation matters pending before the Riverside Superior Court: (i) City of Cathedral City v. Verano Recovery, LLC, et al., Palm Springs Case No. PSC1703893, regarding the Complaint in Judicial Foreclosure of Delinquent Special Tax Lien filed on July 19, 2017; (ii) City of Cathedral City, et al. v. Verano Recovery, et al., Palm Springs Case No. CVPS2102141, regarding taxes; and (iii) Olayan and Portales Recovery, LLC v. Verano Recovery, LLC, et al., Los Angeles Superior Court Case No. 20STCV39015. The firm will be paid at hourly rates ranging from $300 to $495 and reimbursed for out-of-pocket expenses incurred. Bruce Corbett, Esq., a partner at Corbett Steelman & Spector, 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 at: Bruce R. Corbett, Esq. Corbett Steelman & Specter A Professional Law Corporation 18200 Von Karman Ave. Suite 900 Irvine, CA 92612 Tel: (949) 553-9266 About Verano Recovery Pasadena, Calif.-based Verano Recovery, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-14127) on May 19, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Sheri Bluebond presides over the case. The Debtor tapped Goe Forsythe & Hodges, LLP as bankruptcy counsel, Corbett Steelman & Spector as special litigation counsel, Armory Consulting Co. as financial advisor, and Cline Carroll & Bartell, LLP as accountant. VERTEX ENERGY: Richard Jacinto II Reports 6.6% Equity Stake ----------------------------------------------------------- Richard Jacinto II, Nuview IRA Inc Custodian FBO Richard Jacinto II, and NFS/FMTC Roth IRA FBO Richard Jacinto II disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of June 29, 2021, they beneficially own 4,306,597 shares of common stock of Vertex Energy, Inc., which represents 6.66 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/890447/000121465921007412/d72211sc13g.htm About Vertex Energy Houston-based Vertex Energy, Inc. (NASDAQ: VTNR) is a specialty refiner of alternative feedstocks and marketer of high-purity petroleum products. Vertex is one of the largest processors of used motor oil in the U.S., with operations located in Houston and Port Arthur (TX), Marrero (LA) and Heartland (OH). Vertex also co-owns a facility, Myrtle Grove, located on a 41-acre industrial complex along the Gulf Coast in Belle Chasse, LA, with existing hydro-processing and plant infrastructure assets, that include nine million gallons of storage. The Company has built a reputation as a key supplier of Group II+ and Group III Base Oils to the lubricant manufacturing industry throughout North America. Vertex Energy reported a net loss attributable to the company of $12.04 million for the year ended Dec. 31, 2020, compared to a net loss attributable to the company of $5.05 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $122.10 million in total assets, $60.81 million in total liabilities, $55.37 million in total temporary equity, and $5.92 million in total equity. WASHINGTON PRIME: Unsec. Creditors be Paid in Full or be Reinstated ------------------------------------------------------------------- Washington Prime Group Inc., and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for the Joint Chapter 11 Plan of Reorganization dated July 11, 2021. After extensive hard-fought, arm's-length negotiations, the Debtors and Consenting Stakeholders entered into a restructuring support agreement on June 11, 2021, (the "Restructuring Support Agreement"). The Consenting Stakeholders are Holders of at least 74.5% of the aggregate principal amount of the 2018 Credit Facility Claims, Holders of at least 62% of the aggregate principal amount of the 2015 Credit Facility Claims, Holders of 100% of the aggregate principal amount of the Weberstown Term Loan Facility Claims, and Holders of at least 66.67% of the aggregate principal amount of the Unsecured Notes Claims. The Restructuring Support Agreement provides for two paths toward a consensual resolution of these chapter 11 cases, each of which is encompassed in the Plan. The first path is the Equitization Restructuring, which is a comprehensive restructuring pursuant to which the equity of Reorganized WPG will be issued to existing shareholders, Unsecured Noteholders (on account of their Claims), and Unsecured Noteholders, and Backstop Parties that participate in an Equity Rights Offering. The Equitization Restructuring is anchored by the Plan Sponsor's commitment to equitize its Unsecured Notes Claims and backstop a $325 million rights offering, and the agreement of both the Plan Sponsor and Ad Hoc Lender Group to accept takeback paper in satisfaction of the bulk of the credit facilities claims. In addition, a key component of the Restructuring Support Agreement and Plan is a toggle feature, allowing the Debtors to seek an alternative value-maximizing transaction that would repay, in full in Cash, all of the Company's corporate-level debt. The Debtors will use the 60 days following the Petition Date to solicit proposals for such an alternative transaction, continuing the comprehensive marketing process that began prepetition. If such a proposal is received, and it provides a distribution to the Debtors' Existing Equity Interests in excess of what is provided for under the Equitization Restructuring, the Debtors are able to toggle to, and then effectuate, the Toggle Restructuring. The Equitization Restructuring contemplates (1) a full equitization of the Unsecured Notes in exchange for the majority of the equity in Reorganized WPG, (2) an Equity Rights Offering available to Holders of the Unsecured Notes to pay down the DIP Facility and fund emergence costs, (3) a partial paydown of the 2018 Credit Facility Claims, 2015 Credit Facility Claims, and Weberstown Term Loan Facility Claims, with the remainder of these Claims satisfied through takeback secured debt on terms acceptable to the Consenting Stakeholders, (4) unimpaired treatment for Holders of General Unsecured Claims, and (5) a recovery in the form of Cash or New Common Equity for Holders of Existing Preferred Equity Interests and Existing Common Equity Interests. As part of the Equitization Restructuring, the Debtors will conduct an Equity Rights Offering to raise up to $325 million in cash. Eligible Holders of Unsecured Notes Claims are entitled to purchase their Pro Rata share of 50% of the Equity Rights at 32.5% discount to Set-Up Equity Value of $800 million. Proceeds from the Equity Rights Offering will be utilized to satisfy the DIP Facility Claims in Cash in full, fund emergence costs, and fund the cash payments to Holders of Allowed Existing Equity Interests. If the maximum amount of $325 million is raised, the New Common Equity issued pursuant to the Equity Rights Offering will represent 60.2% of the New Common Equity on the Effective Date, subject to dilution by the Management Incentive Plan. The Plan Sponsor and its related funds have agreed to backstop 100% of the Equity Rights Offering. The Equitization Restructuring is intended to shed approximately $950 million in secured and unsecured funded debt and provides a meaningful recovery for equity holders. The Plan treatment for each Class of Claims and Interests in an Equitization Restructuring is as follows: * Revolving and Term Loan Facility Claims. Each Holder of Revolving and Term Loan Facilities Claims shall receive in an Equitization Restructuring its Pro Rata share of (i) $1,187 million, plus the Elective Exit Loan Amount attributable to the Revolving and Term Loan Facilities Claims, if any, in principal amount of loans under the New Term Loan Exit Facility, and (ii) the Revolving and Term Loan Facilities Cash Pool; * Weberstown Term Loan Facility Claims. Each Holder of Weberstown Term Loan Facility Claims shall receive in the Equitization Restructuring its Pro Rata share of (i) $25 million, plus the Elective Exit Loan Amount attributable to the Weberstown Term Loan Facility Claims, if any, in principal amount of loans under the New Term Loan Exit Facility and (ii) the Weberstown Cash Pool; * Unsecured Notes Claims. Each Holder of Unsecured Notes Claims shall receive if the Equitization Restructuring occurs its Pro Rata share of (i) 100% of the New Common Equity, less any New Common Equity distributed to Holders of Existing Equity Interests pursuant to the Equity Options and subject to dilution on account of the Management Incentive Plan, Backstop Equity Premium, and the Equity Rights Offering and (ii) the Unsecured Noteholder Rights; * Property-Level Mortgage Guarantee Claims: Each Holder of Property-Level Mortgage Guarantee Claims shall receive, at the option of the applicable Debtor (i) Reinstatement, or (ii) such other treatment reasonably acceptable to the Plan Sponsor rendering such PropertyLevel Mortgage Guarantee Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code; * General Unsecured Claims. Each Holder of General Unsecured Claims shall receive, at the option of the applicable Debtor, (i) payment in full in Cash, (ii) Reinstatement, or (iii) such other treatment reasonably acceptable to the Plan Sponsor rendering such General Unsecured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code; * Existing Preferred Equity Interests. Each Holder of Existing Preferred Equity Interests shall receive (i) if Class 10 votes in favor of the Plan, such Holder's Pro Rata share of the (A) Preferred Equity Cash Pool or (B) if such Holder is an Eligible Election Participant, and such Holder elects the Preferred Equity Option, such Holder's Pro Rata share of the Preferred Equity Equity Pool in lieu of the distribution pursuant to the Preferred Equity Cash Pool; or (ii) if Class 10 votes to reject the Plan, each Holder of Existing Preferred Equity Interests shall not receive any distribution on account of such Interests, which will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect; and * Existing Common Equity Interests. Each Holder of Existing Common Equity Interests shall receive in an Equitization Restructuring (i) if Holders of Existing Preferred Equity Interests and Existing Common Equity Interests in their respective Classes both vote in favor of the Plan, such Holder's Pro Rata share of the (A) Common Equity Cash Pool (i.e., $20 million) or (B) if such Holder is an Eligible Election Participant, and such Holder elects the Common Equity Option, such Holder's Pro Rata share of the Common Equity Equity Pool in lieu of the distribution pursuant to the Common Equity Cash Pool; or (ii) if Holders of Existing Preferred Equity Interests and Existing Common Equity Interests in their respective Classes, vote to reject the Plan, Holders of Existing Common Equity Interests shall not receive any distribution on account of such Interests, which will be canceled, released, and extinguished as of the Effective Date. The Toggle Restructuring is an alternative transaction to the Equitization Restructuring contemplated in the Plan. If the Debtors secure a committed and binding offer before August 12, 2021, and deliver a Toggle Election Notice to the Plan Sponsor, the Debtors will have until August 26, 2021, to confirm the Plan implementing such Acceptable Alternative Restructuring Proposal through the Toggle Restructuring and then the Effective Date of the Plan must occur. The Plan Sponsor will be entitled to a $27.5 million Backstop Base Premium if the Toggle Restructuring is effectuated unless the Plan Sponsor is in breach of the Restructuring Support Agreement. The Debtors believe that this dual-track path towards a holistic restructuring allows the Debtors to maximize value for the estates. The Debtors shall fund distributions under the Plan pursuant to the Equitization Restructuring, as applicable, with (1) the issuance of the New Common Equity; (2) the proceeds of the Equity Rights Offering; (3) the issuance of or borrowings under the New Term Loan Exit Facility and the New Revolving Exit Facility; and (4) Cash on hand. The Debtors shall fund distributions under the Plan pursuant to the Toggle Restructuring with, as applicable: (a) the issuance of the New Common Equity; (b) the issuance of or borrowings under any exit facility; (c) any other securities or issuances pursuant to the Toggle Restructuring; (d) Cash or non-Cash consideration received from any sponsor of or other investor in the Debtors pursuant to the Toggle Restructuring; and (e) Cash on hand after the satisfaction of the (i) Administrative Claims, (ii) DIP Claims, (iii) 2015 Credit Facility Claims, (iv) 2018 Credit Facility Claims, (v) Weberstown Term Loan Facility Claims, (vi) Unsecured Notes Claims, (vii) General Unsecured Claims, and (viii) the Backstop Base Premium. The Bankruptcy Court has scheduled August 6, 2021, at 4:00 p.m., as the Voting Deadline. The Debtors will seek confirmation of the Plan at a hearing on August 12, 2021, at 9:00 a.m. A copy of the Disclosure Statement dated July 11, 2021 is available at https://bit.ly/3ATGLPu from Primeclerk, the claims agent. Proposed Co-Counsel to the Debtors: Matthew D. Cavenaugh Kristhy M. Peguero Genevieve Graham JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com kpeguero@jw.com ggraham@jw.com Proposed Co-Counsel to the Debtors: Joshua A. Sussberg, P.C. Alexander J. Nicas KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: joshua.sussberg@kirkland.com alexander.nicas@kirkland.com - and - Chad J. Husnick, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: chad.husnick@kirkland.com About Washington Prime Group Washington Prime Group Inc. (NYSE: WPG) -- http://www.washingtonprime.com/-- is a retail REIT and a recognized leader in the ownership, management, acquisition and development of retail properties. It combines a national real estate portfolio with its expertise across the entire shopping center sector to increase cash flow through rigorous management of assets and provide new opportunities to retailers looking for growth throughout the U.S. Washington Prime Group and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-31948) on June 13, 2021. At the time of the filing, Washington Prime Group's property portfolio consists of material interests in 102 shopping centers in the United States totaling approximately 52 million square feet of gross leasable area. The company operates 97 of the 102 properties. As of March 31, 2021, Washington Prime Group had total assets of $4.029 billion against total liabilities of $3.471 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as lead bankruptcy counsel; Jackson Walker, LLP as co-counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Guggenheim Securities, LLC as investment banker; Deloitte Tax, LLP as tax services provider; and Ernst & Young, LLP as auditor. Prime Clerk LLC is the claims agent, maintaining the page http://cases.primeclerk.com/washingtonprime SVPGlobal, the Debtors' lender, tapped Davis Polk & Wardwell, LLP and Evercore Group, LLC as its legal counsel and investment banker, respectively. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors in the Debtors' cases on June 25, 2021. The committee is represented by Greenberg Traurig, LLP. WC THOUSAND: Unsecureds to be Paid in Full Without Interest ----------------------------------------------------------- WC Thousand Oaks Center LP submitted 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. Based on the 2021 appraisal of the Property by the Bexar Central Appraisal District, the value of the Property exceeds the debt secured by liens on the Property by over $1.4 million. The Debtor believes that it should be able to secure replacement financing for its current secured debt. If the Debtor has not identified replacement financing for its secured debt by 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 Sonora Bank. The Debtor estimates that it owes Sonora Bank as of the Petition Date approximately $4,183,671.00 under the mortgage loan. Sonora Bank's Allowed Secured Claim shall be paid from cash from proceeds of refinancing or sale on or before April 6, 2022. Interest will accrue post Effective Date at 5.25%. Class 2 consists of Bexar County 2019 and 2020 Real Property Tax Claims. Bexar County filed a proof of secured claim in the amount of $578,874.49 for the 2019, 2020 and 2021 tax years. Bexar County Tax Collector's Allowed Secured Claim for the 2019 and 2020 tax years shall be paid in full within 60 months from the Petition Date, with 12% interest. Class 3 consists of Allowed Unsecured Claims. The Debtor believes there are approximately $95,573.00 in non-insider Unsecured Claims. Each Allowed Unsecured Claim shall be paid in full, without interest, on the later of (i) 30 days after the payment in full of Class 1 and 2 Allowed Claims, (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 Insider Claims. Each holder of an Insider Claim shall be paid in full after Class 1, 2 and 3 Claims are paid in full. Class 5 consists of Allowed Equity Interests. Each holder of an Equity Interest shall retain such interests, but shall not receive any distribution on account of such interests until Class 1, 2, 3 and 4 Claims are paid in full. Class 6 consists of Bexar County 2021 Real Property Tax Claims. Bexar County filed a proof of secured claim in the amount of $578,874.49 for the 2019, 2020 and 2021 tax years. Bexar County Tax Collector's Allowed Secured Claim for the 2021 tax year shall be paid in full on or before January 31, 2022. 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. 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, including the obligations to Sonora Bank. 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 Sonora Bank until the Allowed Sonora Bank Secured Claim is satisfied. Sonora Bank 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/3xvMgBJ 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 Thousand Oaks Center WC Thousand Oaks Center, LP, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case. No. 21-10251) on April 6, 2021. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and 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. WESLEY ENHANCED: Fitch Rates $120MM 2017A/B Bonds 'BB' ------------------------------------------------------ Fitch Ratings has assigned a 'BB' Issuer Default Rating (IDR) to Wesley Enhanced Living (WEL) and affirmed the 'BB' rating on the $120 million senior living revenue bonds series 2017 A & B issued by Philadelphia Authority for Industrial Development on behalf of WEL. The Rating Outlook is Negative. SECURITY The bonds are secured by pledged revenues of the obligated group (OG), a mortgage lien on various WEL communities, and a debt service reserve fund (DSRF). ANALYTICAL CONCLUSION The Negative Outlook primarily reflects ongoing pandemic-related pressures on WEL's operating and financial profiles in fiscal 2020 and 2021. Fitch believes WEL's high exposure to skilled nursing revenues and governmental payors, thin historical operational performance, and adequate liquidity position provide limited financial cushion at the current rating level to absorb prolonged disruptions to operations, census, or cash flow levels. However, the affirmation of the 'BB' rating reflects WEL's strong historical demand indicators, revenue diversification from five separate life plan community (LPC) campuses, recently completed campus renovation and repositioning projects, and the receipt of its $7.1 million PPP loan in April 2021, which management expects to be fully forgiven. While WEL's unrestricted cash reserves deteriorated over the last year, the receipt of the PPP loan will significantly boost its unrestricted reserves and increase the organization's financial cushion to absorb lingering pandemic related pressures. The affirmation includes the expectation that the $7.1 million PPP loan is forgiven. Additionally, WEL has yet to release its audited financial statements and covenant calculations in fiscal 2020 (FYE Dec. 31) and Fitch believes WEL may violate its rate covenant of 1.2x. A one-time violation would result in a consultant call-in or detailed report of needed improvement, and it would be viewed as a credit negative and reflected in the maintenance of the Negative Outlook. If WEL's annual coverage levels fall below 1x for two consecutive measuring period, it would be a technical event of default and would pressure the rating. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Solid Historical Demand WEL's revenue defensibility is assessed at 'bbb', reflecting its strong historical census levels across all service lines, which Fitch attributes to its favorable pricing structure and well-established reputation in the southeastern Pennsylvania market. Over the last three fiscal years, WEL has averaged 90% in its independent living units (ILUs), 86% in its personal care units (PCUs), and 92% in its skilled nursing facility (SNF) beds. While Fitch expects lingering pandemic pressures to impact census in fiscal 2021, it believes WEL's strong historical demand indicators and recently completed renovations to its campuses that were designed to enhance campus marketability will support strong census levels over the medium term. Operating Risk: 'bb' Thin Operational Performance; High SNF Exposure WEL's operating risk is assessed at 'bb', which primarily reflects its weak historical operational performance as evidenced by its 109% operating ratio, negative 2.4% net operating margin (NOM), and 11.7% NOM-adjusted (NOMA) averaged over the last four fiscal years. Additionally, WEL maintains high exposure to SNF and Medicaid revenues, which Fitch views as an asymmetric risk to WEL's operating risk profile that is reflected in the 'bb' assessment. WEL's resident service revenues are heavily concentrated in its SNF, which accounted for a high 55% of resident service revenues in fiscal 2020. Additionally, Medicaid comprised a very high 64% of total fiscal 2020 SNF revenues. WEL's high concentration to SNF revenues leaves it susceptible to ongoing changes in the SNF landscape, particularly during the pandemic, as well as governmental payor reimbursement for this service line. Financial Profile: 'bb' Adequate Liquidity; Ongoing Pandemic Pressures In context of its midrange revenue defensibility and weak operating risk assessments, WEL's financial profile assessment is 'bb' reflecting its adequate liquidity position and the expectation for improved maximum annual debt service (MADS) coverage levels over the medium term. In fiscal 2020 (unaudited), WEL had approximately $33.1 million in unrestricted cash and investments, which translates into 176 days cash on hand (DCOH), 34.4% cash to adjusted debt, and 4.1x cushion ratio. Fitch believes all three metrics remain adequate for its current rating level. Additionally, WEL received approximately $7.1 million in PPP loan during April 2021 that is expected to be forgiven per management and will significantly boost their unrestricted reserves and provide additional financial cushion to absorb lingering pandemic pressures. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS No asymmetric risk factors are relevant to the ratings. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- A return to Stable Outlook could occur if WEL avoids further liquidity deterioration, improves census and operational performance to pre-pandemic levels, and improves its MADS coverage levels to at least 1.3x; -- Recovery of census levels to pre-pandemic levels and improved unrestricted reserves and cash flow levels such that cash to adjusted debt is at least 50% and MADS coverage is greater than 1.7x for consecutive years would be needed for an upgrade. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- An inability to meet its 1.2x rate covenant in fiscal 2020; -- Annual MADS coverage levels below 1x for two consecutive years that results in an event of default under its master trust indenture; -- Deterioration in liquidity levels that result in cash to adjusted debt below 30% or DCOH below 150 days; -- Any adverse changes to the SNF landscape or governmental reimbursement modifications. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. Evangelical Services for the Aging (d/b/a WEL) was founded to operate and manage LPCs and other senior living facilities within Pennsylvania. WEL OG owns and operates five separate LPCs in or around the Philadelphia market: Pennypack (PP), Doylestown (DT), Upper Moreland (UM), Stapeley (ST), and ML. WEL's ML campus, which WEL became the sole member of in March 2015, was added to its OG in conjunction with its series 2017 bond issuance during fiscal 2017. ML's campus consists of 163 ILUS, 30 PCUs, and 60 SNF beds on approximately 22 acres. PP's campus consists of 72 ILUs, 39 assisted-living units (ALUs), and 120 SNF beds on approximately 13 acres. DT's campus consists of 219 ILUs and 60 SNF beds on approximately seven acres. UM's campus consists of 150 ILUs and 33 AL beds on approximately 17 acres. ST's campus consists of 43 ILUs, 46 PCUs, 21 memory-care units, and 120 SNF beds on approximately five acres. Other members of the OG are WEL, WEL Foundation, and WEL Home Partners. Additionally, WEL owns and operates one community and one senior housing community which are not part of the OG. Fitch's analysis is based upon WEL OG's financial statements, which reported total operating revenues of $72.9 million in fiscal 2020. REVENUE DEFENSIBILITY Despite heavy competition in a well-penetrated market, WEL has utilized an affordable pricing structure and favorable local reputation to maintain strong census levels historically. In fiscal 2020, WEL averaged 89% in its ILUs, 83% in its PCUs, and 88% in its SNF beds. Like most senior living providers, WEL has experienced softening census in fiscal 2021 due to lingering pressures from the coronavirus pandemic as evidenced by its 87% ILU census, 78% PCU census, and 84% SNF census at the three-month interim period (ending March 31, 2021). However, with vaccination rates increasing, campus restrictions slowly being lifted, and traditional market channels returning, Fitch expects WEL's census levels to slowly improve through fiscal 2022 given its strong historical demand indicators. Furthermore, WEL completed its various renovation and repositioning projects at three of its five campuses in 2020 that were geared towards improving campus amenities and enhancing the marketability of each campus, which should further support census growth during its post-pandemic recovery. While WEL's service areas are well-penetrated from a competitive position, Fitch believes its demand indicators remain solid and should support strong census moving forward. Fitch views the diversification amongst five separate LPCs favorably and supporting WEL's midrange revenues defensibility assessment. Additionally, WEL's various service areas demonstrate mixed demographic trends, but all have steady population growth rates that should continue to support demand moving forward. WEL has a solid track record of annual increases in both its monthly service and entrance fees in recent years. Over the past few years, WEL has increase its entrance fees between 3% - 5% and its monthly fees between 1% - 4%. Additionally, WEL's entrance fees are in line with or affordable to local housing prices. However, Fitch views WEL's pricing flexibility as adequate, but limited, given its "value-based" business model that traditionally maintains an affordable pricing structure. OPERATING RISK WEL primarily offers traditional (non-refundable) fee-for-service (Type-C) contracts at all of its campuses. Each residency contract requires an upfront entrance fees and ongoing monthly fees. WEL maintains some legacy refundable lifecare (Type-A) contracts at its ML campus, which was acquired in 2015; however, it is only expected to offer traditional Type-C contracts to new residents. WEL established an entrance fee reserve fund with its series 2017 bond issuance to help alleviate cash flow mismatches as it converts its remaining lifecare contracts to non-refundable fee-for-service contracts. Overall, WEL's exposure to primarily non-refundable fee-for-service contracts is viewed favorably as it eliminates actuarial risk and any future service liability, it shifts the financial burden of higher levels of care to residents, and mitigates concerns over short-term cash flow pressures if a large amount of ILUs turnover in a given year. WEL's 'bb' operating risk assessment primarily reflects its thin historical operational performance, which Fitch attributes to its high concentration of SNF revenues and governmental payors, as well as its moderately priced contracts, which have somewhat limited revenue growth and pricing flexibility. However, WEL's historically solid census levels, effective cost controls, and diversification across five campuses have maintained consistent operations in recent years. Over the last four fiscal years, WEL averaged a 109% operating ratio, negative 2.4% NOM, and 11.7% NOMA. WEL's thin core operations have created somewhat of a reliance on ILU turnover and net entrance fee receipts for total cash flow and coverage levels in recent years. While WEL received and recorded approximately $4.5 million in stimulus funding in fiscal 2020 to offset pressures related to the pandemic, WEL has recorded only $413 thousand in stimulus funding in the first quarter of 2021, which was inadequate to cover lost revenues and elevated expenses related to the pandemic. As a result, WEL reported a weak 114.5% operating ratio, negative 4.9% NOM, and negative 3.3% NOMA during the interim period. WEL's weak first quarter results and lingering pressures from the pandemic on its operating and financial profiles are reflected in the Negative Outlook. However, Fitch expects WEL to improve its operational performance by the end of fiscal 2021 as vaccination rates increase, campus restrictions are lifted, and marketing efforts return to pre-pandemic levels, which should improve census levels and net entrance fee receipts. WEL's capital outlays have been elevated in recent years reflecting its recent campus repositioning projects. At its ML campus, WEL renovated and enhanced its ILU corridors, renovated various common spaces (including dining rooms, offices, and community spaces), built a new front entrance and multi-purpose room, renovated and enhanced its SNF, and upgraded and renovated its PCUs. WEL's full ML campus repositioning project was fully funded by its series 2017 bond proceeds and was completed in 2020. Additionally, WEL completed similar renovations and enhancements at its UM and DT communities to enhance marketability of each campus, which were also completed in 2020. Over the last three years, WEL averaged approximately $12.9 million in capex, or 186.2% of depreciation, which translated into an adequate 12.5 years average age of plant in fiscal 2020. With these campus renovations completed, Fitch expects WEL's capital outlays to average between $4 million-$5 million moving forward, which are expected to be funded by operating cash flows and unrestricted reserves. Overall, WEL's debt burden is manageable, but somewhat elevated per its capital-related metrics. In fiscal 2020, WEL's MADS equated to a manageable 11% of total revenues. However, debt to net available and revenue-only coverage measured a weak 12.4x and 0.3x, respectively. Fitch expects all of WEL's capital-related metrics to improve over the medium term as census recovers from pandemic lows and top-line revenues and total cash flow levels gradually improve. FINANCIAL PROFILE WEL' s unrestricted cash and investments declined 16.5% yoy to $33.1 million in fiscal 2020 (unaudited), which translates into 176 DCOH, 34.4% cash to adjusted debt, and 4.1x cushion ratio. Fitch attributes the decline to ongoing pressures on WEL's operating profile, including lower than anticipated net entrance fee receipts, and elevated capital outlays. Despite being trustee-held, Fitch includes WEL's entrance fee reserve fund in its liquidity metric calculations and its DSRF in its cash to adjusted debt calculation. Despite the decline, Fitch believes WEL's liquidity position is adequate for its current rating level given its revenue diversification, solid historical demand, and its exposure to primarily non-refundable Type-C contracts. Due to pandemic pressures and weak entrance fee receipts, WEL had a Fitch calculated 1.2x MADS coverage in fiscal 2020 (unaudited), which includes a $1.3 million release of its entrance fee reserve fund and is very close to its rate covenant of 1.2x. With WEL's fiscal 2020 audited financial statements not completed yet and potential variances between unaudited and audited financial statements, WEL may violate its annual rate covenant in fiscal 2020. With its recent repositioning project across most of its campuses and the receipt of its $7.1 million PPP loan, Fitch believes WEL has enough financial flexibility at its current rating level to absorb lingering pandemic pressures and improve its operating and financial profiles. Fitch's stressed scenario incorporates an investment portfolio and cash flow stress that are in line with current economic conditions and expectations. WEL's investment portfolio stress was moderate given its diversified investment allocation. With its recent campus repositioning projects completed in 2020, Fitch expects WEL's capital outlays to return to below 100% of depreciation over the medium term. Fitch assumes that WEL's $7.1 million PPP loan that was received in April 2021 will be forgiven in full per management's expectations. Additionally, Fitch expects WEL's revenue growth will outpace expense growth as census levels slowly recover to pre-pandemic norms, which Fitch believes is achievable given WEL's historically solid demand indicators and newly renovated campuses. Under these assumptions, WEL's key leverage metrics and coverage levels steadily improve but remain consistent with its 'bb' financial profile assessment. Debt Profile WEL's only long-term debt outstanding is the $120 million in series 2017 bonds, which are fixed-rate, have a MADS of $8 million, and a final maturity date of 2049. WEL has no exposure to derivative instruments, a future service liability, or a defined benefit pension plan. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. WHITE RIVER: To File Amended Disclosure Statement ------------------------------------------------- Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the District of Montana on July 7, 2021, held a hearing on White River Contracting LLC's Disclosure Statement. The U.S. Trustee and creditor Rocky Mountain Bank filed objections to the Disclosure Statement (collectively, "Objections"). At the hearing, Debtor requested additional time to file an amended disclosure statement and further amended Chapter 11 plan to address the issues raised in the Objections. The parties in interest appearing at the hearing had no objection to Debtor's request. Judge Benjamin P. Hursh accordingly ordered that: * The Objections are sustained. * The Debtor shall have until July 14, 2021 to file an amended disclosure statement and further amended Chapter 11 Plan. * A hearing on approval of amended disclosure statement will be held on Wednesday, July 28, 2021, at 9:00 a.m. in the Bankruptcy Courtroom, Russell Smith Courthouse, 201 East Broadway, Missoula, Montana. * Any objections to Debtor's amended disclosure statement shall be filed on or before July 21, 2021. The 180-day period set forth in 11 U.S.C. Sec. 1121(c)(3) is extended until July 29, 2021. The Court will consider any further request for an extension at the hearing on approval of Debtor's amended disclosure statement. About White River Contracting White River Contracting LLC is a privately held company in the residential building construction industry that specializes in custom-tailored homes. White River Contracting, based in Hamilton, MT, filed a Chapter 11 petition (Bankr. D. Mont. Case No. 20-90251) on Nov. 3, 2020. In the petition signed by Craig Rostad, managing member, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Benjamin P. Hursh presides over the case. SHIMANEK LAW PLLC serves as bankruptcy counsel to the Debtor. WILLCO X DEVELOPMENT: July 29 Disclosure Statement Hearing Set -------------------------------------------------------------- Judge Thomas B. McNamara has ordered that July 29, 2021, at 1:30 p.m., in Courtroom E, United States Bankruptcy Court for the District of Colorado, United States Custom House, 721 19th Street, Denver, Colorado is the hearing to consider the adequacy of and to approve the Disclosure Statement of Debtor Willco X Development, LLLP. A copy of the order dated July 8, 2021, is available at https://bit.ly/3hypW4Y from PacerMonitor.com at no charge. Counsel for the Debtor: Jeffrey A. Weinman WEINMAN & ASSOCIATES, P.C. 730 17th Street, Suite 240 Denver, CO 80202-3506 Telephone: (303) 572-1010 Facsimile: (303) 572-1011 E-mail: jweinman@weinmanpc.com About Willco X Development LLP Willco X Development, LLLP, operator of the Hilton Garden Inn of Thornton in Colo., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 20-16438) on Sept. 29, 2020. The Debtor was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. Judge Thomas B. McNamara oversees the case. Weinman & Associates, P.C., led by Jeffrey A. Weinman, is the Debtor's legal counsel. Independent Bank, as lender, is represented by John F. Young, Esq., at Markus Williams Young & Hunsicker LLC. YC ATLANTA: Plan to Pay All Allowed Claims in Full -------------------------------------------------- YC Atlanta Hotel LLC and YC Fernley Hotel LLC submitted a Joint Plan of Reorganization and a Disclosure Statement on July 7, 2021. As of the Petition Date, YCA's assets totalled $7,936,412: * Cash and Deposits: $38,724.47 * Accounts Receivable: $69,466.56 * Vehicles: $16,022.00 * Hotel – Personal Property: $920,000.00 * Hotel – Real Property: $6,280,000.00 * Choice Hotel Franchise: Value Unknown * Claims Against Affiliates: $244,709.00 * Property Improvement Plan (PIP) Reserve with APF: $253,948.08 * Mortgage Loan Insurance Escrow with APF: $113,542.00 In pertinent part, the Plan, which proposes the substantive consolidation and state law merger of YCA and YCF (with YCA as the surviving entity), provides for the payment in full of all allowed claims against Debtors. Such repayment was and/or will be made possible through a combination of the following: (i) proceeds from the regular operation of the hotel; (ii) additional operating capital from principals of the Debtors, including a minimum, guaranteed contribution from the Guarantors totaling $300,000 on the Effective Date; and (iii) a joint and several personal guaranty from the Guarantors of any amounts that are determined by the Bankruptcy Court to be payable to or avoidable in favor of the Debtors or the Reorganized Debtor. The Plan proposes to treat unsecured claims as follows: * Class 4 – Allowed Unsecured Administrative Convenience Class Claims of $12,000 or Less (including those who opt-into Class 4) total $63,006.94. The Reorganized Debtor shall satisfy such Allowed Class 4 Unsecured Claims by paying, within 14 days after the Effective Date, the holders of Class 4 Unsecured Claims the lesser of (i) the amount of each holder's Allowed Unsecured Claim and (ii) $12,000. Each holder of an Allowed Unsecured Claim in Classes 5 and 6 who elects to be included in Class 4 in lieu of receiving the treatments provided in Classes 5 and 6 agrees, as a condition of electing to be included in Class 4, that such holder's payment under Class 4, like the other payment recipients in Class 4, shall be in full satisfaction of all Claims of the holder against Debtors and the Reorganized Debtor. Class 4 is impaired. * Class 5 – Allowed Claims of General Unsecured Creditors (other than Allowed Unsecured Claims included in Classes 4, 6, and 7) are impaired. Holders of Allowed Class 5 Unsecured Claims may elect to be included in Class 4. The Reorganized Debtor shall pay the holders of Allowed Class 5 Unsecured Claims who do not elect to be included in Class 4 in the same manner as proposed for holders of Allowed Class 6 Unsecured Claims and Pro Rata with the holders of Allowed Class 6 Unsecured Claims. Class 5 is impaired. * Class 6 – Allowed Unsecured Deficiency Claims total $5,096,463. First, the Reorganized Debtor shall make, Pro Rata to the holders of Allowed Class 6 Unsecured Deficiency Claims, quarterly interest-only payments at the Plan Interest – Unsecured rate. Second, the Reorganized Debtor shall make annual Excess Cash Flow Payments, Pro Rata to the holders of Allowed Class 6 Unsecured Deficiency Claims, with (i) the first annual Excess Cash Flow Payment projected to be due by December 31, 2023 and with (ii) the first annual Excess Cash Flow Payment projected to cover the 12-month period starting on the first day of the month that follows the first anniversary of the Confirmation Date, and so on with each successive 12-month period . Third, the Reorganized Debtor shall, on or before Plan Balloon Date, make a final balloon payment of the remaining balance of the Class 6 Unsecured Deficiency Claims and the Class 5 Unsecured Claims. Class 6 is impaired. * Class 7 – Insider and Affiliate Unsecured Claims total $1,382,616. The Reorganized Debtor shall pay each of the respective Class 7 Insider and Affiliate Claims in full, together with interest at the Plan Interest - Unsecured rate, in 60 monthly payments of principal and interest, with the first of such payments due on the date that is 12 months after the date on which all holders of Allowed Claims in Classes 1 through 6 have been paid in full as provided in the Plan, and with a like payment on the same day of each month thereafter until all of the Allowed Class 7 Insider and Affiliate Claims are paid in full. Class 7 is impaired. Equity Interests of Debtors shall be merged into equity interests in Reorganized Debtor in the same percentages as held in Debtors on the respective Petition Dates. Class 8 is impaired. Counsel to Debtors: Ward Stone, Jr. David L. Bury, Jr. Thomas B. Norton Stone & Baxter, LLP Suite 800, 577 Mulberry Street Macon, Georgia 31201 About YC Atlanta Hotel YC Atlanta Hotel, LLC, a hotel owner and operator in College Park, Ga., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-50964) on February 3, 2021. Baldev Johal, the managing member, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $50 million. Judge Barbara Ellis-Monro oversees the case. The Debtor tapped Stone & Baxer LLP as legal counsel and GGG Partners LLC as financial advisor. Christopher Tierney is the examiner appointed in the Debtor's Chapter 11 case. The examiner tapped Eric J. Breithaupt, Esq., at Stites & Harbison, PLLC and Moore Colson & Company, P.C. as legal counsel and forensic accountant, respectively. YELLOW CORPORATION: Registers 15.9M Common Shares ------------------------------------------------- Yellow Corporation filed a Form S-3 registration statement with the Securities and Exchange Commission for the purpose of registering 15,943,753 shares of its common stock which may be offered and sold by The United States Department of the Treasury. Yellow Corporation will not receive any proceeds from the sale of its common stock by the selling stockholder. The Company is registering these shares of its common stock for sale by the selling stockholder pursuant to a registration rights agreement, dated as of July 9, 2020. The selling stockholder may offer and sell shares of the Company's common stock from time to time. The selling stockholder may offer and sell shares of the Company's common stock at prevailing market prices, at prices related to such prevailing market prices, at negotiated prices or at fixed prices. If any underwriters, dealers or agents are involved in the sale of any of the shares, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. The Company's common stock is listed on the NASDAQ Global Select Market under the symbol "YELL." On July 6, 2021, the closing price of the Company's common stock on the NASDAQ was $6.26 per share. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/716006/000119312521211939/d158445ds3.htm#toc158445_7 About Yellow Corporation Yellow Corporation -- www.myyellow.com -- owns a comprehensive logistics and less-than-truckload (LTL) network in North America with local, regional, national, and international capabilities. Through its teams of experienced service professionals, Yellow Corporation offers flexible supply chain solutions, ensuring customers can ship industrial, commercial, and retail goods with confidence. Yellow Corporation, headquartered in Overland Park, Kan., is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company HNRY Logistics. Yellow Corp reported a net loss of $53.5 million in 2020 following a net loss of $104 million in 2019. As of Dec. 31, 2020, the Company had $2.18 billion in total assets, $700.7 million in total current liabilities, $1.22 billion in long-term debt, $16.7 million in pension and postretirement, $172.6 million in operating lease liabilities, $297.7 million in claims and other liabilities, and a total shareholders' deficit of $223.3 million. * * * As reported by the TCR on July 14, 2020, S&P Global Ratings raised its issuer credit rating on Overland Park, Kan.-based less-than-truckload (LTL) and logistics company YRC Worldwide Inc. to 'CCC+' from 'CCC' after the company announced the U.S. Department of the Treasury will lend it an aggregate of $700 million under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, and that it has amended its term loan agreement to waive the minimum EBITDA covenant through December 2021. In July 2020, Moody's Investors Service confirmed the ratings of truck carrier YRC Worldwide Inc., including the Caa1 corporate family rating, following YRC's announcement that the United States Department of Treasury intends to provide a $700 million loan to YRC under authorization of the CARES Act. The Caa1 CFR considers the company's position as one of the largest less-than-truckload truck carriers in North America, thin operating margins and substantial debt balance, in part due to Moody's adjustments related to underfunded pension obligations. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 1847 GOEDEKER GOED US 29.3 (15.3) (19.8) 1847 GOEDEKER GOEDEUR EZ 29.3 (15.3) (19.8) 1847 GOEDEKER 5J8 TH 29.3 (15.3) (19.8) ACCELERATE DIAGN AXDX US 92.7 (66.4) 74.4 ACCELERATE DIAGN 1A8 GR 92.7 (66.4) 74.4 ACCELERATE DIAGN AXDX* MM 92.7 (66.4) 74.4 ACCELERATE DIAGN 1A8 TH 92.7 (66.4) 74.4 ACCELERATE DIAGN 1A8 QT 92.7 (66.4) 74.4 AEMETIS INC DW51 GR 143.7 (138.4) (42.2) AEMETIS INC AMTX US 143.7 (138.4) (42.2) AEMETIS INC AMTXGEUR EU 143.7 (138.4) (42.2) AEMETIS INC AMTXGEUR EZ 143.7 (138.4) (42.2) AEMETIS INC DW51 GZ 143.7 (138.4) (42.2) AEMETIS INC DW51 TH 143.7 (138.4) (42.2) AEMETIS INC DW51 QT 143.7 (138.4) (42.2) AERIE PHARMACEUT 0P0 GZ 362.7 (10.4) 200.2 AERIE PHARMACEUT 0P0 TH 362.7 (10.4) 200.2 AERIE PHARMACEUT 0P0 QT 362.7 (10.4) 200.2 AERIE PHARMACEUT AERIEUR EU 362.7 (10.4) 200.2 AERIE PHARMACEUT 0P0 GR 362.7 (10.4) 200.2 AERIE PHARMACEUT AERI US 362.7 (10.4) 200.2 AGENUS INC AGEN US 234.9 (175.4) (2.7) AGENUS INC AJ81 GR 234.9 (175.4) (2.7) AGENUS INC AGENEUR EZ 234.9 (175.4) (2.7) AGENUS INC AJ81 TH 234.9 (175.4) (2.7) AGENUS INC AGENEUR EU 234.9 (175.4) (2.7) AGENUS INC AJ81 QT 234.9 (175.4) (2.7) AGENUS INC AJ81 GZ 234.9 (175.4) (2.7) AGRIFY CORP AGFY US 161.5 146.1 144.0 ALPHA CAPITAL -A ASPC US 231.6 206.6 1.6 ALPHA CAPITAL AC ASPCU US 231.6 206.6 1.6 ALTICE USA INC-A ATUS* MM 33,169.8 (1,384.5) (2,360.4) ALTICE USA INC-A ATUS US 33,169.8 (1,384.5) (2,360.4) ALTICE USA INC-A 15PA TH 33,169.8 (1,384.5) (2,360.4) ALTICE USA INC-A 15PA GR 33,169.8 (1,384.5) (2,360.4) ALTICE USA INC-A ATUSEUR EU 33,169.8 (1,384.5) (2,360.4) ALTICE USA INC-A 15PA GZ 33,169.8 (1,384.5) (2,360.4) AMC ENTERTAINMEN AMC US 10,488.7 (2,287.0) (568.5) AMC ENTERTAINMEN AMC* MM 10,488.7 (2,287.0) (568.5) AMC ENTERTAINMEN AH9 TH 10,488.7 (2,287.0) (568.5) AMC ENTERTAINMEN AH9 QT 10,488.7 (2,287.0) (568.5) AMC ENTERTAINMEN AMC4EUR EU 10,488.7 (2,287.0) (568.5) AMC ENTERTAINMEN AH9 GR 10,488.7 (2,287.0) (568.5) AMC ENTERTAINMEN AH9 GZ 10,488.7 (2,287.0) (568.5) AMC ENTERTAINMEN AH9 SW 10,488.7 (2,287.0) (568.5) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIR-BDR AALL34 BZ 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE AAL11EUR EZ 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE AAL11EUR EU 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE AAL AV 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE AAL TE 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE A1G SW 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE A1G QT 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE AAL US 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE AAL* MM 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE A1G GR 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE A1G TH 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE A1G GZ 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE AAL-RM RM 68,649.0 (7,945.0) 756.0 AMERISOURCEB-BDR A1MB34 BZ 47,003.3 (102.8) 2,472.7 AMERISOURCEBERGE ABG TH 47,003.3 (102.8) 2,472.7 AMERISOURCEBERGE ABC US 47,003.3 (102.8) 2,472.7 AMERISOURCEBERGE ABG GR 47,003.3 (102.8) 2,472.7 AMERISOURCEBERGE ABC2EUR EZ 47,003.3 (102.8) 2,472.7 AMERISOURCEBERGE ABC2EUR EU 47,003.3 (102.8) 2,472.7 AMERISOURCEBERGE ABG QT 47,003.3 (102.8) 2,472.7 AMERISOURCEBERGE ABG GZ 47,003.3 (102.8) 2,472.7 AMPLIFY ENERGY C AMPY US 391.6 (53.3) (17.7) AMYRIS INC AMRS US 326.6 (310.1) 105.1 AMYRIS INC 3A01 GR 326.6 (310.1) 105.1 AMYRIS INC 3A01 TH 326.6 (310.1) 105.1 AMYRIS INC 3A01 QT 326.6 (310.1) 105.1 AMYRIS INC AMRSEUR EU 326.6 (310.1) 105.1 AMYRIS INC AMRSEUR EZ 326.6 (310.1) 105.1 AMYRIS INC 3A01 GZ 326.6 (310.1) 105.1 AMYRIS INC AMRS* MM 326.6 (310.1) 105.1 ANEBULO PHARMACE ANEB US 4.3 (6.5) 3.6 APPLOVIN CO-CL A APP US 2,621.4 (129.7) 698.2 APPLOVIN CO-CL A 6RV GZ 2,621.4 (129.7) 698.2 APPLOVIN CO-CL A APP2EUR EU 2,621.4 (129.7) 698.2 APPLOVIN CO-CL A 6RV GR 2,621.4 (129.7) 698.2 APPLOVIN CO-CL A 6RV QT 2,621.4 (129.7) 698.2 APPLOVIN CO-CL A 6RV TH 2,621.4 (129.7) 698.2 APRIA INC APR US 684.4 (19.0) 32.2 ARCHIMEDES TECH ATSPU US - - - ARCHIMEDES- SUB ATSPT US - - - ARRAY TECHNOLOGI ARRY US 583.3 (70.1) 53.2 ASANA INC- CL A ASAN US 747.6 (47.7) 264.4 ATLAS TECHNICAL ATCX US 362.3 (154.4) 113.0 AUGMEDIX INC AUGX US 25.4 (1.0) 14.3 AUSTERLITZ ACQ-A AUS US 691.6 618.5 0.8 AUSTERLITZ ACQUI AUS/U US 691.6 618.5 0.8 AUTOZONE INC AZO US 14,137.9 (1,763.4) (788.9) AUTOZONE INC AZ5 GR 14,137.9 (1,763.4) (788.9) AUTOZONE INC AZ5 TH 14,137.9 (1,763.4) (788.9) AUTOZONE INC AZOEUR EZ 14,137.9 (1,763.4) (788.9) AUTOZONE INC AZ5 GZ 14,137.9 (1,763.4) (788.9) AUTOZONE INC AZO AV 14,137.9 (1,763.4) (788.9) AUTOZONE INC AZ5 TE 14,137.9 (1,763.4) (788.9) AUTOZONE INC AZO* MM 14,137.9 (1,763.4) (788.9) AUTOZONE INC AZOEUR EU 14,137.9 (1,763.4) (788.9) AUTOZONE INC AZ5 QT 14,137.9 (1,763.4) (788.9) AUTOZONE INC-BDR AZOI34 BZ 14,137.9 (1,763.4) (788.9) AVID TECHNOLOGY AVID US 263.0 (134.6) (1.7) AVID TECHNOLOGY AVD 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INSEEGO CORP INO QT 251.4 (1.5) 77.7 INSPIRED ENTERTA INSEEUR EU 301.0 (112.4) 1.4 INSPIRED ENTERTA 4U8 GR 301.0 (112.4) 1.4 INSPIRED ENTERTA INSE US 301.0 (112.4) 1.4 INSTADOSE PHARMA INSD US 0.0 (0.0) (0.0) INTERCEPT PHARMA ICPT US 520.1 (200.0) 341.3 INTERCEPT PHARMA I4P GR 520.1 (200.0) 341.3 INTERCEPT PHARMA ICPT* MM 520.1 (200.0) 341.3 INTERCEPT PHARMA I4P TH 520.1 (200.0) 341.3 INTERCEPT PHARMA I4P GZ 520.1 (200.0) 341.3 J. JILL INC JILL US 489.4 (115.0) (30.0) J. JILL INC JILLEUR EU 489.4 (115.0) (30.0) J. JILL INC 1MJ1 GR 489.4 (115.0) (30.0) J. JILL INC 1MJ1 GZ 489.4 (115.0) (30.0) JACK IN THE BOX JBX GR 1,790.8 (780.6) (90.4) JACK IN THE BOX JACK US 1,790.8 (780.6) (90.4) JACK IN THE BOX JACK1EUR EZ 1,790.8 (780.6) (90.4) JACK IN THE BOX JACK1EUR EU 1,790.8 (780.6) (90.4) JACK IN THE BOX JBX GZ 1,790.8 (780.6) (90.4) JACK IN THE BOX JBX QT 1,790.8 (780.6) (90.4) JAWS JUGGERNAUT JUGGU US 7.1 (0.0) 6.1 JOSEMARIA RESOUR JOSES PO 15.0 (18.6) (31.2) JOSEMARIA RESOUR NGQSEK EZ 15.0 (18.6) (31.2) JOSEMARIA RESOUR JOSES I2 15.0 (18.6) (31.2) JOSEMARIA RESOUR JOSE SS 15.0 (18.6) (31.2) JOSEMARIA RESOUR NGQSEK EU 15.0 (18.6) (31.2) JOSEMARIA RESOUR JOSES EB 15.0 (18.6) (31.2) JOSEMARIA RESOUR JOSES IX 15.0 (18.6) (31.2) JOSEMARIA RESOUR JOSES S4 15.0 (18.6) (31.2) KARYOPHARM THERA 25K QT 274.9 (39.6) 193.5 KARYOPHARM THERA 25K GZ 274.9 (39.6) 193.5 KARYOPHARM THERA 25K GR 274.9 (39.6) 193.5 KARYOPHARM THERA KPTIEUR EU 274.9 (39.6) 193.5 KARYOPHARM THERA KPTI US 274.9 (39.6) 193.5 KARYOPHARM THERA 25K TH 274.9 (39.6) 193.5 KARYOPHARM THERA 25K SW 274.9 (39.6) 193.5 KITS EYECARE LTD KITS CN 93.1 62.9 34.2 KITS EYECARE LTD KTYCF US 93.1 62.9 34.2 KL ACQUISI-CLS A KLAQ US 289.1 269.2 1.3 KL ACQUISITION C KLAQU US 289.1 269.2 1.3 KNOWBE4 INC-A KNBE US 268.6 24.7 (0.1) L BRANDS INC LB US 10,546.0 (533.0) 1,932.0 L BRANDS INC LTD TH 10,546.0 (533.0) 1,932.0 L BRANDS INC LTD GR 10,546.0 (533.0) 1,932.0 L BRANDS INC LB* MM 10,546.0 (533.0) 1,932.0 L BRANDS INC LTD QT 10,546.0 (533.0) 1,932.0 L BRANDS INC LBEUR EZ 10,546.0 (533.0) 1,932.0 L BRANDS INC LBRA AV 10,546.0 (533.0) 1,932.0 L BRANDS INC LBEUR EU 10,546.0 (533.0) 1,932.0 L BRANDS INC LTD GZ 10,546.0 (533.0) 1,932.0 L BRANDS INC-BDR LBRN34 BZ 10,546.0 (533.0) 1,932.0 LAREDO PETROLEUM 8LP1 GR 1,474.9 (68.6) (154.2) LAREDO PETROLEUM LPI US 1,474.9 (68.6) (154.2) LAREDO PETROLEUM 8LP1 QT 1,474.9 (68.6) (154.2) LAREDO PETROLEUM LPI1EUR EU 1,474.9 (68.6) (154.2) LAREDO PETROLEUM LPI1EUR EZ 1,474.9 (68.6) (154.2) LDH GROWTH C-A LDHA US 233.2 215.2 2.6 LDH GROWTH CORP LDHAU US 233.2 215.2 2.6 LEE ENTERPRISES LEE US 835.1 (12.8) (39.5) LEGALZOOMCOM INC LZ US 284.8 (482.7) (76.5) LEGALZOOMCOM INC 1LZ GR 284.8 (482.7) (76.5) LEGALZOOMCOM INC 1LZ TH 284.8 (482.7) (76.5) LEGALZOOMCOM INC 1LZ GZ 284.8 (482.7) (76.5) LEGALZOOMCOM INC LZEUR EU 284.8 (482.7) (76.5) LEGALZOOMCOM INC 1LZ QT 284.8 (482.7) (76.5) LENNOX INTL INC LII US 2,075.0 (160.7) 289.1 LENNOX INTL INC LXI GR 2,075.0 (160.7) 289.1 LENNOX INTL INC LXI TH 2,075.0 (160.7) 289.1 LENNOX INTL INC LII1EUR EU 2,075.0 (160.7) 289.1 LENNOX INTL INC LII* MM 2,075.0 (160.7) 289.1 LESLIE'S INC LESL US 858.9 (391.0) 140.9 LESLIE'S INC LE3 GR 858.9 (391.0) 140.9 LESLIE'S INC LESLEUR EU 858.9 (391.0) 140.9 LESLIE'S INC LE3 TH 858.9 (391.0) 140.9 LESLIE'S INC LE3 QT 858.9 (391.0) 140.9 LIFESPEAK INC LSPK CN 12.5 (31.2) (5.2) LION ELECTRIC CO LEV US - - - LION ELECTRIC CO LEV CN - - - LIVE NATION ENTE LYV US 10,919.6 (129.7) 280.4 LIVE NATION ENTE 3LN GR 10,919.6 (129.7) 280.4 LIVE NATION ENTE LYV* MM 10,919.6 (129.7) 280.4 LIVE NATION ENTE LYVEUR EZ 10,919.6 (129.7) 280.4 LIVE NATION ENTE 3LN TH 10,919.6 (129.7) 280.4 LIVE NATION ENTE 3LN QT 10,919.6 (129.7) 280.4 LIVE NATION ENTE LYVEUR EU 10,919.6 (129.7) 280.4 LIVE NATION ENTE 3LN GZ 10,919.6 (129.7) 280.4 LIVE NATION-BDR L1YV34 BZ 10,919.6 (129.7) 280.4 MADISON SQUARE G MS8 GR 1,304.4 (255.3) (146.2) MADISON SQUARE G MSG1EUR EU 1,304.4 (255.3) (146.2) MADISON SQUARE G MSGS US 1,304.4 (255.3) (146.2) MADISON SQUARE G MS8 TH 1,304.4 (255.3) (146.2) MADISON SQUARE G MS8 QT 1,304.4 (255.3) (146.2) MADISON SQUARE G MS8 GZ 1,304.4 (255.3) (146.2) MAGNET FORENSICS MAGT CN 41.2 (6.9) (5.2) MANNKIND CORP NNFN TH 319.4 (173.6) 215.2 MANNKIND CORP MNKD US 319.4 (173.6) 215.2 MANNKIND CORP NNFN GR 319.4 (173.6) 215.2 MANNKIND CORP MNKDEUR EU 319.4 (173.6) 215.2 MANNKIND CORP NNFN QT 319.4 (173.6) 215.2 MANNKIND CORP MNKDEUR EZ 319.4 (173.6) 215.2 MANNKIND CORP NNFN GZ 319.4 (173.6) 215.2 MATCH GROUP -BDR M1TC34 BZ 3,214.7 (1,212.5) 734.3 MATCH GROUP INC MTCH US 3,214.7 (1,212.5) 734.3 MATCH GROUP INC 4MGN TH 3,214.7 (1,212.5) 734.3 MATCH GROUP INC MTCH1* MM 3,214.7 (1,212.5) 734.3 MATCH GROUP INC 4MGN GR 3,214.7 (1,212.5) 734.3 MATCH GROUP INC 4MGN QT 3,214.7 (1,212.5) 734.3 MATCH GROUP INC 4MGN SW 3,214.7 (1,212.5) 734.3 MATCH GROUP INC MTC2 AV 3,214.7 (1,212.5) 734.3 MATCH GROUP INC 4MGN GZ 3,214.7 (1,212.5) 734.3 MBIA INC MBJ TH 5,375.0 (28.0) - MBIA INC MBI US 5,375.0 (28.0) - MBIA INC MBJ GR 5,375.0 (28.0) - MBIA INC MBI1EUR EU 5,375.0 (28.0) - MBIA INC MBJ QT 5,375.0 (28.0) - MBIA INC MBJ GZ 5,375.0 (28.0) - MCAFEE CORP - A MCFE US 5,362.0 (1,783.0) (1,457.0) MCAFEE CORP - A MC7 GR 5,362.0 (1,783.0) (1,457.0) MCAFEE CORP - A MCFEEUR EU 5,362.0 (1,783.0) (1,457.0) MCAFEE CORP - A MC7 TH 5,362.0 (1,783.0) (1,457.0) MCDONALD'S CORP TCXMCD AU 51,103.1 (7,235.5) 888.1 MCDONALDS - BDR MCDC34 BZ 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MDO TH 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MCD SW 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MCD US 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MDO GR 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MCD* MM 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MCD TE 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MCDEUR EZ 51,103.1 (7,235.5) 888.1 MCDONALDS CORP 0R16 LN 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MCD AV 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MDO QT 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MCDUSD SW 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MCDEUR EU 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MDO GZ 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MCD CI 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MCD-RM RM 51,103.1 (7,235.5) 888.1 MCDONALDS CORP MCDCL CI 51,103.1 (7,235.5) 888.1 MCDONALDS-CEDEAR MCDD AR 51,103.1 (7,235.5) 888.1 MCDONALDS-CEDEAR MCD AR 51,103.1 (7,235.5) 888.1 MCDONALDS-CEDEAR MCDC AR 51,103.1 (7,235.5) 888.1 MDC PARTNERS-A MD7A GR 1,560.7 (380.2) (170.4) MDC PARTNERS-A MDCA US 1,560.7 (380.2) (170.4) MDC PARTNERS-A MDCAEUR EU 1,560.7 (380.2) (170.4) MEDIAALPHA INC-A MAX US 241.7 (89.4) 30.4 METAMATERIAL EXC MMAX CN 15.0 (1.6) 2.6 METAMATERIAL EXC C4A GR 15.0 (1.6) 2.6 METAMATERIAL EXC CZQEUR EU 15.0 (1.6) 2.6 METAMATERIAL INC MMATF US 15.0 (1.6) 2.6 MIROMATRIX MEDIC MIRO US 5.4 (4.6) (3.5) MONEYGRAM INTERN 9M1N GR 4,587.6 (259.2) (35.2) MONEYGRAM INTERN MGI US 4,587.6 (259.2) (35.2) MONEYGRAM INTERN MGIEUR EZ 4,587.6 (259.2) (35.2) MONEYGRAM INTERN 9M1N QT 4,587.6 (259.2) (35.2) MONEYGRAM INTERN 9M1N TH 4,587.6 (259.2) (35.2) MONEYGRAM INTERN MGIEUR EU 4,587.6 (259.2) (35.2) MONGODB INC MDBEUR EZ 1,377.6 (268.4) 767.3 MONGODB INC MDB* MM 1,377.6 (268.4) 767.3 MONGODB INC MDB US 1,377.6 (268.4) 767.3 MONGODB INC 526 GR 1,377.6 (268.4) 767.3 MONGODB INC MDBEUR EU 1,377.6 (268.4) 767.3 MONGODB INC 526 QT 1,377.6 (268.4) 767.3 MONGODB INC 526 TH 1,377.6 (268.4) 767.3 MONGODB INC 526 GZ 1,377.6 (268.4) 767.3 MONGODB INC- BDR M1DB34 BZ 1,377.6 (268.4) 767.3 MOTOROLA SOL-BDR M1SI34 BZ 10,423.0 (478.0) 847.0 MOTOROLA SOL-CED MSI AR 10,423.0 (478.0) 847.0 MOTOROLA SOLUTIO MOT TE 10,423.0 (478.0) 847.0 MOTOROLA SOLUTIO MSI US 10,423.0 (478.0) 847.0 MOTOROLA SOLUTIO MTLA TH 10,423.0 (478.0) 847.0 MOTOROLA SOLUTIO MSI1EUR EZ 10,423.0 (478.0) 847.0 MOTOROLA SOLUTIO MOSI AV 10,423.0 (478.0) 847.0 MOTOROLA SOLUTIO MTLA GR 10,423.0 (478.0) 847.0 MOTOROLA SOLUTIO MTLA QT 10,423.0 (478.0) 847.0 MOTOROLA SOLUTIO MSI1EUR EU 10,423.0 (478.0) 847.0 MOTOROLA SOLUTIO MTLA GZ 10,423.0 (478.0) 847.0 MSCI INC 3HM GR 4,565.5 (481.6) 881.3 MSCI INC MSCI US 4,565.5 (481.6) 881.3 MSCI INC 3HM GZ 4,565.5 (481.6) 881.3 MSCI INC MSCIEUR EZ 4,565.5 (481.6) 881.3 MSCI INC MSCI* MM 4,565.5 (481.6) 881.3 MSCI INC 3HM QT 4,565.5 (481.6) 881.3 MSCI INC 3HM TH 4,565.5 (481.6) 881.3 MSCI INC-BDR M1SC34 BZ 4,565.5 (481.6) 881.3 MSG NETWORKS- A MSGN US 971.8 (418.9) 358.2 MSG NETWORKS- A 1M4 TH 971.8 (418.9) 358.2 MSG NETWORKS- A 1M4 GR 971.8 (418.9) 358.2 MSG NETWORKS- A 1M4 QT 971.8 (418.9) 358.2 MSG NETWORKS- A MSGNEUR EU 971.8 (418.9) 358.2 N/A HYREEUR EU 28.8 19.7 19.8 NATHANS FAMOUS NATH US 108.8 (62.5) 80.1 NATHANS FAMOUS NFA GR 108.8 (62.5) 80.1 NATHANS FAMOUS NATHEUR EU 108.8 (62.5) 80.1 NATIONAL CINEMED NCMI US 895.0 (299.3) 165.8 NATIONAL CINEMED XWM GR 895.0 (299.3) 165.8 NATIONAL CINEMED NCMIEUR EU 895.0 (299.3) 165.8 NAVISTAR INTL IHR GR 7,084.0 (3,640.0) 762.0 NAVISTAR INTL IHR TH 7,084.0 (3,640.0) 762.0 NAVISTAR INTL NAVEUR EZ 7,084.0 (3,640.0) 762.0 NAVISTAR INTL NAV US 7,084.0 (3,640.0) 762.0 NAVISTAR INTL NAVEUR EU 7,084.0 (3,640.0) 762.0 NAVISTAR INTL IHR QT 7,084.0 (3,640.0) 762.0 NAVISTAR INTL IHR GZ 7,084.0 (3,640.0) 762.0 NEIGHBOURLY PHAR NBLY CN 532.3 (239.2) (359.1) NEUROPACE INC NPCE US 50.3 (15.0) 36.3 NEW ENG RLTY-LP NEN US 290.1 (42.9) - NEXIMMUNE INC NEXI US 126.6 120.5 116.9 NEXIMMUNE INC 737 GR 126.6 120.5 116.9 NEXIMMUNE INC 737 TH 126.6 120.5 116.9 NEXIMMUNE INC NEXI1EUR EU 126.6 120.5 116.9 NEXIMMUNE INC 737 GZ 126.6 120.5 116.9 NOBLE CORP NE US 1,694.9 1,002.6 151.6 NOBLE ROCK ACQ-A NRAC US 243.6 218.7 1.9 NOBLE ROCK ACQUI NRACU US 243.6 218.7 1.9 NORTHERN OIL AND 4LT1 GR 873.2 (180.7) (53.5) NORTHERN OIL AND NOG US 873.2 (180.7) (53.5) NORTHERN OIL AND NOG1EUR EU 873.2 (180.7) (53.5) NORTHERN OIL AND 4LT1 TH 873.2 (180.7) (53.5) NORTHERN OIL AND 4LT1 GZ 873.2 (180.7) (53.5) NORTONLIFEL- BDR S1YM34 BZ 6,361.0 (500.0) (598.0) NORTONLIFELOCK I NLOK US 6,361.0 (500.0) (598.0) NORTONLIFELOCK I SYM TH 6,361.0 (500.0) (598.0) NORTONLIFELOCK I SYM GR 6,361.0 (500.0) (598.0) NORTONLIFELOCK I SYMC TE 6,361.0 (500.0) (598.0) NORTONLIFELOCK I SYMCEUR EZ 6,361.0 (500.0) (598.0) NORTONLIFELOCK I SYMC AV 6,361.0 (500.0) (598.0) NORTONLIFELOCK I SYM QT 6,361.0 (500.0) (598.0) NORTONLIFELOCK I NLOK* MM 6,361.0 (500.0) (598.0) NORTONLIFELOCK I SYMCEUR EU 6,361.0 (500.0) (598.0) NORTONLIFELOCK I SYM GZ 6,361.0 (500.0) (598.0) NORTONLIFELOCK I NLOK-RM RM 6,361.0 (500.0) (598.0) NUTANIX INC - A NTNX US 2,265.6 (746.8) 705.5 NUTANIX INC - A NTNXEUR EZ 2,265.6 (746.8) 705.5 NUTANIX INC - A 0NU GZ 2,265.6 (746.8) 705.5 NUTANIX INC - A 0NU GR 2,265.6 (746.8) 705.5 NUTANIX INC - A NTNXEUR EU 2,265.6 (746.8) 705.5 NUTANIX INC - A 0NU TH 2,265.6 (746.8) 705.5 NUTANIX INC - A 0NU QT 2,265.6 (746.8) 705.5 O'REILLY AUT-BDR ORLY34 BZ 11,850.9 (7.0) (1,215.4) O'REILLY AUTOMOT OM6 TH 11,850.9 (7.0) (1,215.4) O'REILLY AUTOMOT OM6 GR 11,850.9 (7.0) (1,215.4) O'REILLY AUTOMOT ORLY US 11,850.9 (7.0) (1,215.4) O'REILLY AUTOMOT ORLY* MM 11,850.9 (7.0) (1,215.4) O'REILLY AUTOMOT ORLYEUR EZ 11,850.9 (7.0) (1,215.4) O'REILLY AUTOMOT ORLY AV 11,850.9 (7.0) (1,215.4) O'REILLY AUTOMOT OM6 QT 11,850.9 (7.0) (1,215.4) O'REILLY AUTOMOT ORLYEUR EU 11,850.9 (7.0) (1,215.4) O'REILLY AUTOMOT OM6 GZ 11,850.9 (7.0) (1,215.4) OMEROS CORP OMER US 161.4 (222.0) 89.0 OMEROS CORP 3O8 GR 161.4 (222.0) 89.0 OMEROS CORP 3O8 QT 161.4 (222.0) 89.0 OMEROS CORP 3O8 TH 161.4 (222.0) 89.0 OMEROS CORP OMEREUR EU 161.4 (222.0) 89.0 OMEROS CORP 3O8 GZ 161.4 (222.0) 89.0 ONCOLOGY PHARMA ONPH US 0.0 (0.4) (0.4) OPTIVA INC OPT CN 73.1 (63.2) 5.2 ORTHO CLINCICAL OCDX US 3,392.5 376.6 354.9 ORTHO CLINCICAL OCDXEUR EU 3,392.5 376.6 354.9 ORTHO CLINCICAL 41V TH 3,392.5 376.6 354.9 OTIS WORLDWI OTIS US 10,505.0 (3,286.0) (49.0) OTIS WORLDWI 4PG GR 10,505.0 (3,286.0) (49.0) OTIS WORLDWI OTIS* MM 10,505.0 (3,286.0) (49.0) OTIS WORLDWI OTISEUR EZ 10,505.0 (3,286.0) (49.0) OTIS WORLDWI OTISEUR EU 10,505.0 (3,286.0) (49.0) OTIS WORLDWI 4PG GZ 10,505.0 (3,286.0) (49.0) OTIS WORLDWI 4PG TH 10,505.0 (3,286.0) (49.0) OTIS WORLDWI 4PG QT 10,505.0 (3,286.0) (49.0) OTIS WORLDWI-BDR O1TI34 BZ 10,505.0 (3,286.0) (49.0) PANAMERA HEALTHC PNHT US 0.0 (0.1) (0.1) PARATEK PHARMACE PRTK US 159.3 (119.0) 118.9 PARATEK PHARMACE N4CN GR 159.3 (119.0) 118.9 PARATEK PHARMACE N4CN TH 159.3 (119.0) 118.9 PARATEK PHARMACE N4CN GZ 159.3 (119.0) 118.9 PARTS ID INC ID US 66.9 (13.3) (26.4) PET VALU HOLDING PET CN 515.5 (471.5) 26.1 PHILIP MORRI-BDR PHMO34 BZ 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PM US 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN 4I1 GR 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PM1CHF EU 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PM1 TE 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN 4I1 TH 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PM1EUR EU 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PMI SW 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PM1CHF EZ 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PM1EUR EZ 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN 0M8V LN 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PMOR AV 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PM* MM 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN 4I1 QT 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN 4I1 GZ 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PMIZ IX 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PMIZ EB 39,804.0 (9,574.0) 2,695.0 PHILIP MORRIS IN PM-RM RM 39,804.0 (9,574.0) 2,695.0 PLANET FITNESS-A PLNT US 1,865.0 (696.7) 441.0 PLANET FITNESS-A 3PL TH 1,865.0 (696.7) 441.0 PLANET FITNESS-A 3PL GR 1,865.0 (696.7) 441.0 PLANET FITNESS-A PLNT1EUR EZ 1,865.0 (696.7) 441.0 PLANET FITNESS-A PLNT1EUR EU 1,865.0 (696.7) 441.0 PLANET FITNESS-A 3PL QT 1,865.0 (696.7) 441.0 PLANET FITNESS-A 3PL GZ 1,865.0 (696.7) 441.0 PLANTRONICS INC POLY US 2,664.3 (80.8) 214.0 PLANTRONICS INC PTM GR 2,664.3 (80.8) 214.0 PLANTRONICS INC PLTEUR EU 2,664.3 (80.8) 214.0 PLANTRONICS INC PTM GZ 2,664.3 (80.8) 214.0 PLANTRONICS INC PTM TH 2,664.3 (80.8) 214.0 PLANTRONICS INC PTM QT 2,664.3 (80.8) 214.0 PONTEM CORP PNTM/U US 0.6 (0.0) (0.5) PONTEM CORP-CL A PNTM US 0.6 (0.0) (0.5) PPD INC PPD US 6,468.0 (605.7) 386.7 PRIORITY TECHNOL PRTH US 400.5 (99.8) (18.0) PRIORITY TECHNOL PRTHEUR EU 400.5 (99.8) (18.0) PRIORITY TECHNOL 60W GR 400.5 (99.8) (18.0) PROGENITY INC PROG US 128.6 (125.5) 21.1 PSOMAGEN INC-KDR 950200 KS 46.4 32.7 20.5 QUALTRICS INT-A XM US 1,389.5 (99.4) 208.1 QUALTRICS INT-A 5DX0 GR 1,389.5 (99.4) 208.1 QUALTRICS INT-A 5DX0 QT 1,389.5 (99.4) 208.1 QUALTRICS INT-A 5DX0 GZ 1,389.5 (99.4) 208.1 QUALTRICS INT-A 5DX0 TH 1,389.5 (99.4) 208.1 QUALTRICS INT-A XM1EUR EU 1,389.5 (99.4) 208.1 QUANTUM CORP QMCO US 194.9 (112.2) (3.0) QUANTUM CORP QNT2 GR 194.9 (112.2) (3.0) QUANTUM CORP QTM1EUR EU 194.9 (112.2) (3.0) QUANTUM CORP QNT2 TH 194.9 (112.2) (3.0) RADIUS HEALTH IN RDUS US 205.1 (216.0) 114.3 RADIUS HEALTH IN 1R8 TH 205.1 (216.0) 114.3 RADIUS HEALTH IN RDUSEUR EU 205.1 (216.0) 114.3 RADIUS HEALTH IN 1R8 QT 205.1 (216.0) 114.3 RADIUS HEALTH IN RDUSEUR EZ 205.1 (216.0) 114.3 RADIUS HEALTH IN 1R8 GR 205.1 (216.0) 114.3 RAPID7 INC RPD US 1,222.7 (81.2) 390.3 RAPID7 INC R7D GR 1,222.7 (81.2) 390.3 RAPID7 INC RPDEUR EU 1,222.7 (81.2) 390.3 RAPID7 INC R7D TH 1,222.7 (81.2) 390.3 RAPID7 INC RPD* MM 1,222.7 (81.2) 390.3 REVLON INC-A RVL1 GR 2,430.9 (1,958.7) 278.3 REVLON INC-A REV* MM 2,430.9 (1,958.7) 278.3 REVLON INC-A REV US 2,430.9 (1,958.7) 278.3 REVLON INC-A RVL1 TH 2,430.9 (1,958.7) 278.3 REVLON INC-A REVEUR EU 2,430.9 (1,958.7) 278.3 RIMINI STREET IN RMNI US 311.6 (22.9) (11.4) RR DONNELLEY & S DLLN TH 2,980.4 (254.4) 381.1 RR DONNELLEY & S DLLN GR 2,980.4 (254.4) 381.1 RR DONNELLEY & S RRD US 2,980.4 (254.4) 381.1 RR DONNELLEY & S RRDEUR EU 2,980.4 (254.4) 381.1 RR DONNELLEY & S DLLN GZ 2,980.4 (254.4) 381.1 RUSH STREET INTE RSI US 428.8 364.8 352.4 SBA COMM CORP 4SB GR 9,763.5 (5,031.5) (170.8) SBA COMM CORP SBAC US 9,763.5 (5,031.5) (170.8) SBA COMM CORP 4SB QT 9,763.5 (5,031.5) (170.8) SBA COMM CORP SBACEUR EU 9,763.5 (5,031.5) (170.8) SBA COMM CORP SBAC* MM 9,763.5 (5,031.5) (170.8) SBA COMM CORP 4SB GZ 9,763.5 (5,031.5) (170.8) SBA COMM CORP 4SB TH 9,763.5 (5,031.5) (170.8) SBA COMMUN - BDR S1BA34 BZ 9,763.5 (5,031.5) (170.8) SCIENTIFIC GAMES SGMS US 7,856.0 (2,521.0) 1,240.0 SCIENTIFIC GAMES TJW GR 7,856.0 (2,521.0) 1,240.0 SCIENTIFIC GAMES TJW TH 7,856.0 (2,521.0) 1,240.0 SCIENTIFIC GAMES TJW GZ 7,856.0 (2,521.0) 1,240.0 SEAWORLD ENTERTA SEASEUR EU 2,573.4 (145.8) 161.0 SEAWORLD ENTERTA SEAS US 2,573.4 (145.8) 161.0 SEAWORLD ENTERTA W2L GR 2,573.4 (145.8) 161.0 SEAWORLD ENTERTA W2L TH 2,573.4 (145.8) 161.0 SECOND SIGHT MED EYES US 4.5 (0.7) (0.9) SELECTA BIOSCIEN SELB US 176.7 (19.6) 78.5 SELECTA BIOSCIEN 1S7 GR 176.7 (19.6) 78.5 SELECTA BIOSCIEN SELBEUR EU 176.7 (19.6) 78.5 SELECTA BIOSCIEN 1S7 TH 176.7 (19.6) 78.5 SELECTA BIOSCIEN 1S7 GZ 176.7 (19.6) 78.5 SENSEONICS HLDGS SENS US 195.9 (185.9) 175.6 SHELL MIDSTREAM SHLX US 2,322.0 (467.0) 325.0 SHOALS TECHNOL-A SHLS US 252.3 (42.9) 45.0 SIENTRA INC SIEN3EUR EU 198.4 (12.9) 89.6 SIENTRA INC SIEN US 198.4 (12.9) 89.6 SIENTRA INC S0Z GR 198.4 (12.9) 89.6 SINCLAIR BROAD-A SBGI US 13,132.0 (998.0) 2,048.0 SINCLAIR BROAD-A SBTA GR 13,132.0 (998.0) 2,048.0 SINCLAIR BROAD-A SBTA TH 13,132.0 (998.0) 2,048.0 SINCLAIR BROAD-A SBTA QT 13,132.0 (998.0) 2,048.0 SINCLAIR BROAD-A SBGIEUR EU 13,132.0 (998.0) 2,048.0 SINCLAIR BROAD-A SBTA GZ 13,132.0 (998.0) 2,048.0 SINGULAR GENOMIC OMIC US 155.6 (4.2) 143.6 SIRIUS XM HO-BDR SRXM34 BZ 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN RDO GR 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN RDO TH 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN SIRIEUR EZ 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN SIRI US 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN SIRI AV 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN RDO QT 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN SIRIEUR EU 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN RDO GZ 9,988.0 (2,603.0) (1,945.0) SIX FLAGS ENTERT 6FE GR 2,674.0 (713.1) (248.5) SIX FLAGS ENTERT SIX US 2,674.0 (713.1) (248.5) SIX FLAGS ENTERT 6FE QT 2,674.0 (713.1) (248.5) SIX FLAGS ENTERT 6FE TH 2,674.0 (713.1) (248.5) SIX FLAGS ENTERT SIXEUR EU 2,674.0 (713.1) (248.5) SKYWATER TECHNOL SKYT US 252.3 (4.6) (5.3) SLEEP NUMBER COR SNBR US 822.2 (332.6) (585.9) SLEEP NUMBER COR SL2 GR 822.2 (332.6) (585.9) SLEEP NUMBER COR SNBREUR EU 822.2 (332.6) (585.9) SLEEP NUMBER COR SL2 TH 822.2 (332.6) (585.9) SLEEP NUMBER COR SL2 QT 822.2 (332.6) (585.9) SLEEP NUMBER COR SL2 GZ 822.2 (332.6) (585.9) SOFTCHOICE CORP SFTC CN 533.0 (31.2) (12.1) SOFTCHOICE CORP 90Q GR 533.0 (31.2) (12.1) SOFTCHOICE CORP SFTCEUR EU 533.0 (31.2) (12.1) SOFTCHOICE CORP 90Q GZ 533.0 (31.2) (12.1) SQUARESPACE IN-A SQSP US 872.5 (45.5) (71.1) SQUARESPACE IN-A 8DT GZ 872.5 (45.5) (71.1) SQUARESPACE IN-A 8DT GR 872.5 (45.5) (71.1) SQUARESPACE IN-A SQSPEUR EU 872.5 (45.5) (71.1) SQUARESPACE IN-A 8DT TH 872.5 (45.5) (71.1) STAR ALLIANCE IN STAL US 0.5 (0.2) (0.7) STARBUCKS CORP SBUX* MM 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SRB GR 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SRB TH 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX US 28,371.7 (7,648.3) 474.4 STARBUCKS CORP USSBUX KZ 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX PE 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUXEUR EZ 28,371.7 (7,648.3) 474.4 STARBUCKS CORP 0QZH LI 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX AV 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX TE 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUXEUR EU 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX IM 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX SW 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SRB QT 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUXUSD SW 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SRB GZ 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX CI 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX-RM RM 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUXCL CI 28,371.7 (7,648.3) 474.4 STARBUCKS-BDR SBUB34 BZ 28,371.7 (7,648.3) 474.4 STARBUCKS-CEDEAR SBUXD AR 28,371.7 (7,648.3) 474.4 STARBUCKS-CEDEAR SBUX AR 28,371.7 (7,648.3) 474.4 SWITCHBACK II CO SWBK/U US 317.9 5.0 1.2 SWITCHBACK II-A SWBK US 317.9 5.0 1.2 TAIGA MOTORS COR TAIG CN 102.3 (7.5) (109.1) TASTEMAKER ACQ-A TMKR US 279.9 256.4 1.0 TASTEMAKER ACQUI TMKRU US 279.9 256.4 1.0 THUNDER BRIDGE C TBCPU US 415.2 392.2 (7.3) THUNDER BRIDGE-A TBCP US 415.2 392.2 (7.3) TORRID HOLDINGS CURV US - - - TPG PACE BENEFIC YTPG US 1.4 (0.0) (0.0) TPG PACE SOLUTIO TPGS US 1.4 (0.0) (0.0) TRANSAT A.T. TRZ CN 1,862.3 (66.0) (127.8) TRANSAT A.T. TRZBF US 1,862.3 (66.0) (127.8) TRANSAT A.T. 1TJ GR 1,862.3 (66.0) (127.8) TRANSAT A.T. TRZEUR EU 1,862.3 (66.0) (127.8) TRANSDIGM - BDR T1DG34 BZ 18,739.0 (3,521.0) 4,778.0 TRANSDIGM GROUP TDG US 18,739.0 (3,521.0) 4,778.0 TRANSDIGM GROUP T7D GR 18,739.0 (3,521.0) 4,778.0 TRANSDIGM GROUP T7D QT 18,739.0 (3,521.0) 4,778.0 TRANSDIGM GROUP TDGEUR EU 18,739.0 (3,521.0) 4,778.0 TRANSDIGM GROUP TDGEUR EZ 18,739.0 (3,521.0) 4,778.0 TRANSDIGM GROUP T7D TH 18,739.0 (3,521.0) 4,778.0 TRANSDIGM GROUP TDG* MM 18,739.0 (3,521.0) 4,778.0 TRANSPHORM INC TGAN US 18.1 (25.1) (12.8) TRAVEL + LEISURE TNL US 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE WD5A TH 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE WD5A GR 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE WYNEUR EU 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE WD5A QT 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE 0M1K LI 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE WD5A GZ 6,728.0 (976.0) 3,073.0 TREACE MEDICAL C TMCI US 37.4 (0.7) 27.9 TREACE MEDICAL C 7DW TH 37.4 (0.7) 27.9 TREACE MEDICAL C 7DW GR 37.4 (0.7) 27.9 TREACE MEDICAL C TMCIEUR EU 37.4 (0.7) 27.9 TREATMENT.COM IN TRUE CN 1.5 1.2 1.2 TREATMENT.COM IN 939 GR 1.5 1.2 1.2 TREATMENT.COM IN TRUE2EUR EU 1.5 1.2 1.2 TREATMENT.COM IN 939 TH 1.5 1.2 1.2 TRIUMPH GROUP TG7 GR 2,450.9 (818.9) 836.1 TRIUMPH GROUP TGI US 2,450.9 (818.9) 836.1 TRIUMPH GROUP TG7 TH 2,450.9 (818.9) 836.1 TRIUMPH GROUP TGIEUR EU 2,450.9 (818.9) 836.1 TRIUMPH GROUP TG7 GZ 2,450.9 (818.9) 836.1 TUPPERWARE BRAND TUP GR 1,226.9 (153.3) (317.6) TUPPERWARE BRAND TUP US 1,226.9 (153.3) (317.6) TUPPERWARE BRAND TUP1EUR EZ 1,226.9 (153.3) (317.6) TUPPERWARE BRAND TUP TH 1,226.9 (153.3) (317.6) TUPPERWARE BRAND TUP1EUR EU 1,226.9 (153.3) (317.6) TUPPERWARE BRAND TUP QT 1,226.9 (153.3) (317.6) TUPPERWARE BRAND TUP GZ 1,226.9 (153.3) (317.6) TUPPERWARE BRAND TUP SW 1,226.9 (153.3) (317.6) UBIQUITI INC UI US 893.0 (60.2) 440.3 UBIQUITI INC 3UB GR 893.0 (60.2) 440.3 UBIQUITI INC UBNTEUR EU 893.0 (60.2) 440.3 UBIQUITI INC 3UB GZ 893.0 (60.2) 440.3 UBIQUITI INC 3UB TH 893.0 (60.2) 440.3 UNISYS CORP USY1 TH 2,456.7 (285.8) 550.7 UNISYS CORP UISCHF EU 2,456.7 (285.8) 550.7 UNISYS CORP USY1 GR 2,456.7 (285.8) 550.7 UNISYS CORP UIS US 2,456.7 (285.8) 550.7 UNISYS CORP UIS1 SW 2,456.7 (285.8) 550.7 UNISYS CORP UISEUR EU 2,456.7 (285.8) 550.7 UNISYS CORP UISCHF EZ 2,456.7 (285.8) 550.7 UNISYS CORP UISEUR EZ 2,456.7 (285.8) 550.7 UNISYS CORP USY1 GZ 2,456.7 (285.8) 550.7 UNISYS CORP USY1 QT 2,456.7 (285.8) 550.7 UNITI GROUP INC 8XC GR 4,781.8 (2,153.7) - UNITI GROUP INC 8XC TH 4,781.8 (2,153.7) - UNITI GROUP INC UNIT US 4,781.8 (2,153.7) - UNITI GROUP INC 8XC GZ 4,781.8 (2,153.7) - VALVOLINE INC VVV US 2,921.0 (56.0) 520.0 VALVOLINE INC VVVEUR EZ 2,921.0 (56.0) 520.0 VALVOLINE INC 0V4 GR 2,921.0 (56.0) 520.0 VALVOLINE INC 0V4 TH 2,921.0 (56.0) 520.0 VALVOLINE INC VVVEUR EU 2,921.0 (56.0) 520.0 VALVOLINE INC 0V4 QT 2,921.0 (56.0) 520.0 VECTOR GROUP LTD VGR US 1,403.6 (656.5) 392.3 VECTOR GROUP LTD VGR GR 1,403.6 (656.5) 392.3 VECTOR GROUP LTD VGREUR EZ 1,403.6 (656.5) 392.3 VECTOR GROUP LTD VGR TH 1,403.6 (656.5) 392.3 VECTOR GROUP LTD VGREUR EU 1,403.6 (656.5) 392.3 VECTOR GROUP LTD VGR QT 1,403.6 (656.5) 392.3 VECTOR GROUP LTD VGR GZ 1,403.6 (656.5) 392.3 VERA THERAPEUTIC VERA US 51.8 46.3 47.8 VERISIGN INC VRS TH 1,782.9 (1,403.8) 225.3 VERISIGN INC VRSN US 1,782.9 (1,403.8) 225.3 VERISIGN INC VRS GR 1,782.9 (1,403.8) 225.3 VERISIGN INC VRSNEUR EZ 1,782.9 (1,403.8) 225.3 VERISIGN INC VRSN* MM 1,782.9 (1,403.8) 225.3 VERISIGN INC VRS QT 1,782.9 (1,403.8) 225.3 VERISIGN INC VRSNEUR EU 1,782.9 (1,403.8) 225.3 VERISIGN INC VRS GZ 1,782.9 (1,403.8) 225.3 VERISIGN INC-BDR VRSN34 BZ 1,782.9 (1,403.8) 225.3 VERISIGN-CEDEAR VRSN AR 1,782.9 (1,403.8) 225.3 VIVINT SMART HOM VVNT US 2,833.3 (1,584.0) (312.7) W&T OFFSHORE INC UWV GR 949.7 (208.6) (26.2) W&T OFFSHORE INC WTI US 949.7 (208.6) (26.2) W&T OFFSHORE INC WTI1EUR EU 949.7 (208.6) (26.2) W&T OFFSHORE INC UWV TH 949.7 (208.6) (26.2) W&T OFFSHORE INC UWV SW 949.7 (208.6) (26.2) W&T OFFSHORE INC UWV GZ 949.7 (208.6) (26.2) WALDENCAST ACQ-A WALD US 0.2 (0.0) (0.2) WALDENCAST ACQUI WALDU US 0.2 (0.0) (0.2) WARRIOR TECHN-A WARR US 0.4 (0.0) (0.4) WARRIOR TECHNOLO WARR/U US 0.4 (0.0) (0.4) WAYFAIR INC- A W US 4,774.9 (1,469.7) 996.9 WAYFAIR INC- A W* MM 4,774.9 (1,469.7) 996.9 WAYFAIR INC- A 1WF GZ 4,774.9 (1,469.7) 996.9 WAYFAIR INC- A 1WF GR 4,774.9 (1,469.7) 996.9 WAYFAIR INC- A 1WF TH 4,774.9 (1,469.7) 996.9 WAYFAIR INC- A WEUR EU 4,774.9 (1,469.7) 996.9 WAYFAIR INC- A 1WF QT 4,774.9 (1,469.7) 996.9 WIDEOPENWEST INC WOW1EUR EZ 2,505.1 (202.0) (91.3) WIDEOPENWEST INC WU5 TH 2,505.1 (202.0) (91.3) WIDEOPENWEST INC WU5 GR 2,505.1 (202.0) (91.3) WIDEOPENWEST INC WU5 QT 2,505.1 (202.0) (91.3) WIDEOPENWEST INC WOW1EUR EU 2,505.1 (202.0) (91.3) WIDEOPENWEST INC WOW US 2,505.1 (202.0) (91.3) WINGSTOP INC WING US 217.8 (331.7) 33.0 WINGSTOP INC EWG GR 217.8 (331.7) 33.0 WINGSTOP INC WING1EUR EU 217.8 (331.7) 33.0 WINGSTOP INC EWG GZ 217.8 (331.7) 33.0 WINMARK CORP WINA US 30.7 (12.8) 5.6 WINMARK CORP GBZ GR 30.7 (12.8) 5.6 WW INTERNATIONAL WW US 1,436.4 (555.8) (76.2) WW INTERNATIONAL WW6 GR 1,436.4 (555.8) (76.2) WW INTERNATIONAL WTWEUR EZ 1,436.4 (555.8) (76.2) WW INTERNATIONAL WTW AV 1,436.4 (555.8) (76.2) WW INTERNATIONAL WTWEUR EU 1,436.4 (555.8) (76.2) WW INTERNATIONAL WW6 QT 1,436.4 (555.8) (76.2) WW INTERNATIONAL WW6 TH 1,436.4 (555.8) (76.2) WW INTERNATIONAL WW6 GZ 1,436.4 (555.8) (76.2) WYNN RESORTS LTD WYR GR 13,166.9 (202.9) 1,879.9 WYNN RESORTS LTD WYR TH 13,166.9 (202.9) 1,879.9 WYNN RESORTS LTD WYNN* MM 13,166.9 (202.9) 1,879.9 WYNN RESORTS LTD WYNN US 13,166.9 (202.9) 1,879.9 WYNN RESORTS LTD WYNNEUR EZ 13,166.9 (202.9) 1,879.9 WYNN RESORTS LTD WYR QT 13,166.9 (202.9) 1,879.9 WYNN RESORTS LTD WYNNEUR EU 13,166.9 (202.9) 1,879.9 WYNN RESORTS LTD WYR GZ 13,166.9 (202.9) 1,879.9 WYNN RESORTS-BDR W1YN34 BZ 13,166.9 (202.9) 1,879.9 YELLOW CORP YEL GR 2,354.5 (281.2) 280.3 YELLOW CORP YEL QT 2,354.5 (281.2) 280.3 YELLOW CORP YRCWEUR EU 2,354.5 (281.2) 280.3 YELLOW CORP YRCWEUR EZ 2,354.5 (281.2) 280.3 YELLOW CORP YELL US 2,354.5 (281.2) 280.3 YELLOW CORP YEL1 TH 2,354.5 (281.2) 280.3 YELLOW CORP YEL GZ 2,354.5 (281.2) 280.3 YUM! BRANDS -BDR YUMR34 BZ 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC TGR TH 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC TGR GR 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUM US 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUMEUR EZ 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUM AV 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC TGR TE 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUMEUR EU 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC TGR QT 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUM SW 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUMUSD SW 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC TGR GZ 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUM* MM 5,550.0 (7,912.0) (25.0) ZETA GLOBAL HO-A ZETA US 286.3 (85.0) 37.4 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***