/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210721.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 21, 2021, Vol. 25, No. 201 Headlines ACRISURE LLC: Moody's Affirms 'B3' CFR, Outlook Stable ACRISURE LLC: S&P Rates $500MM Incremental 1st-Lien Term Loan 'B' AGILON ENERGY: May Borrow up to $1M from Wilmington Trust AGILON ENERGY: To Sell Company in Bankruptcy AGM GROUP: Chenjun Li Appointed as Co-CEO AIR CANADA: Fitch Rates Proposed $2BB Term Loan Due 2028 'BB' AIR CANADA: Moody's Affirms Ba3 CFR & Rates New $2BB Term Loan Ba2 AIR CANADA: S&P Rates US$2BB Term Loan B Due 2028 'BB-' ALL WHEEL DRIVE: May Use Cash Collateral Thru Aug 31 ALM LLC: Sept. 1 Plan & Disclosure Statement Hearing Set AMERICAN MOBILITY: Has Until Sept. 9 to File Plan & Disclosures AMERICAN MOBILITY: Wins Cash Collateral Access Thru Aug 7 APOLLO ENDOSURGERY: Appoints Jeffrey Black as CFO BEE COUNTY: Setliff Buying Substantially All Assets for $1.85 Mil. BOUCHARD TRANSPORTATION: Selects $110 Million Hartree Offer BROOKLYN IMMUNOTHERAPEUTICS: Appoints Jay Sial as CAO CAMPBELL'S TNT: Gets OK to Hire Gaylon W. Drake as Accountant CANNABICS PHARMACEUTICALS: Appoints New Independent Director CANNTRUST HOLDINGS: Canadian Court OKs Plan for Cannabis Company CARLA'S PASTA: May Use Cash Collateral to Pay Citation Penalty CHANNEL CLARITY: Taps Crane, Simon, Clar & Goodman as Legal Counsel CLUBHOUSE MEDIA: Signs Joint Services Deal With FinTekk, RWR COGECO COMMUNICATIONS: S&P Affirms 'BB' ICR, Outlook Stable COMMUNITY ECO: Ch. 11 Filing Won't Keep Owner from Operating Plant COOLSYS INC: Moody's Affirms B3 CFR & Rates New First Lien Loans B3 COOLSYS INC: S&P Affirms 'B-' Issuer Credit Rating on Refinancing CRC INVESTMENTS: May Use Cash Collateral Thru August 31 CRIMSONBIKES LLC: Court Selects Trustee in Bankruptcy Case CURIA GLOBAL: Moody's Lowers CFR to 'B3' & Rates Loan Add-on 'B2' CURIA GLOBAL: S&P Alters Outlook to Negative, Affirms 'B' ICR DEALER ACCESSORIES: Deborah Caruso of Rubin & Levin Named Trustee DEALER ACCESSORIES: May Use Cash Collateral Until July 27 DIRECTV FINANCING: S&P Rates New Senior Secured Notes 'BB' E 4 FOOD: Gets Interim OK to Hire Adam D. Farber P.A. as Counsel EVERCOMMERCE INC: S&P Assigns 'B+' ICR on Completed IPO FILLIT INC: Combined Disclosure & Plan Confirmed by Judge FLIX BREWHOUSE: Files Chapter 11 Bankruptcy for El Paso Theater FRONTIER COMMUNICATIONS: Closes BullHead City, Ariz. Store GAINCO INC: Gets OK to Hire William B. Kingman as Legal Counsel GATHERING PLACE: Taps NIRE Accounting and Bookkeeping as Accountant GENEVER HOLDINGS: Seeks to Extend Plan Exclusivity Thru Sept. 10 GIRARDI & KEESE: Erika Fights Embezzlement Investigation Gag Order GIRARDI & KEESE: Erika Hit With $25 Mil. Claim in Ch.11 Proceedings GIRARDI & KEESE: Ex-Attorneys Can't Duck Stolen Settlement Claims GLOBALLOGIC HOLDINGS: Moody's Withdraws B2 CFR on Debt Repayment GREATER SAN ANTONIO: Case Summary & 20 Top Unsecured Creditors GREENWAY HEALTH: Moody's Ups CFR to B3 & Alters Outlook to Stable GYPSUM RESOURCES: Unsecureds to get $1M or Auction Sale Proceeds HERALD HOTEL: Creditors to Get 100% with Interest in Plan HERITAGE CHRISTIAN: Gets Continued Cash Access Thru Sept 2 HYPERION MATERIALS: Moody's Gives B2 CFR & Rates Secured Loans B2 ICONIX BRAND: Notifies Trustee of Conditional Redemption of Notes INTELSAT SA: Fights SES Americom Over $1.8 Billion C-Band Contract INVESTVIEW INC: Pays Preferred Quarterly Dividend ION GEOPHYSICAL: Reports Preliminary Second Quarter 2021 Results IQ FORMULATIONS: Has Until Oct. 15 to File Plan & Disclosures ISLA DEL CARIBE: Case Summary & 9 Unsecured Creditors J. E. BERKOWITZ: Files for Chapter 7 Bankruptcy After Closure JAGUAR HEALTH: Adjourns Annual Meeting of Stockholders Until Aug. 6 JENNIE STUART MEDICAL: Fitch Alters Outlook on 'BB+' IDR to Pos. JERSEY CITY COMMUNITY: Case Summary & Unsecured Creditor JOHNSON & JOHNSON: Explores New Company for Talc Bankruptcy JOSEPH A. BRENNICK: Selling Lockwood's Sarasota Property for $850K KEENE SITE: Has Until Oct. 18 to File Plan & Disclosures KINSER GROUP: Seeks to Tap Randall Clemson as Real Estate Appraiser KISSMYASSETS LLC: Seeks to Use Cash Collateral KRISJENN RANCH: Unsecureds Will be Paid in Full in Sale Plan KUMTOR GOLD CO: Procedural Issues Block Its Chapter 11 Injunction LECLAIRRYAN: Ex-General Counsel Hit With Criminal Obstruction Suit LEN ENGLAND: Case Summary & 2 Unsecured Creditors LIMETREE BAY: Gets Court Approval to Hire BMC Group MCGRAW-HILL INC: Fitch Affirms 'B+' LongTerm IDR, Outlook Negative MIDNIGHT MADNESS: Taps Norris McLaughlin as Special Counsel MUSEUM OF AMERICAN JEWISH: Wins Cash Collateral Access Thru Aug 16 NABORS INDUSTRIES: Inks 1st Amendment to Receivables Purchase Deal NATIONAL TRACTOR: Wins Cash Collateral Access Thru Aug 20 NEW HAPPY FOOD: Seeks to Hire Chang Company as Accountant NEWSTREAM HOTEL: Gets Cash Collateral Access NORWICH DIOCESE: Churchgoers React to Bankruptcy Filing OCEAN POWER: Former CEO to Receive One Year Salary as Severance ORIGINAL RIVERFRONT: Seeks to Hire Tran Singh as Legal Counsel OZOP ENERGY: Cathy Chis Sells Shares for $11.25 Million PALMCO HOMES: Has Until August 13 to File Plan & Disclosures PARK RIVER: Fitch Alters Outlook on 'B' LongTerm IDR to Negative PB-1 LLC: Taps Keller Williams Realty as Real Estate Broker PILOT TRAVEL: Moody's Gives Ba1 Rating on $3.5BB 7-Yr Term Loan B PILOT TRAVEL: S&P Affirms 'BB+' ICR on Expected Solid Performance PLATINUM GROUP: Reports $2.3 Million Net Loss for Third Quarter PREFERRED EQUIPMENT: May Use TD Bank's Cash Collateral PRIMARIS HOLDINGS: Seeks to Withdraw Sale of All EQRO & CWI Assets PROFESSIONAL FINANCIAL: Opt-out Process for $434M Asset Sale OK'd PURDUE PHARMA: West Virginia Attorney Rejects Bankruptcy Plan RAYBURN COUNTRY: S&P Raises ICR to 'CCC', Off Watch Developing REDDLINE ENERGY: Sale of Wells and Leases Via EnergyNet.com OK'd REEVES PRIMARY: Case Summary & 4 Unsecured Creditors RENOVATE AMERICA: Homeowners to Get up to $10K in Convenience Class RESHAPE LIFESCIENCES: Signs Exchange Agreement With Investors RUSSIAN SAMOVAR: Court Okays Ch.11 Leave Request to Seek COVID Aid SAMARCO MINERACAO: Creditor Group Opposes Restructuring Plan SAMURAI MARTIAL: Wins Cash Collateral Access Thru Aug 3 SC SH HOLDINGS: Accor SA Impeded Fairmont San Jose's Ch.11 Case SEBSEN ELECTRIC: Seeks to Hire Buddy D. Ford as Legal Counsel SEVEN HILLS PHARMACY: Has Interim Access to Cash Thru August 25 SUMMIT FAMILY: Gets OK to Tap Kutner Brinen Dickey Riley as Counsel SYMPLR SOFTWARE: Moody's Affirms 'B3' CFR, Outlook Stable TEXAS TAXI: Case Summary & 7 Unsecured Creditors TEXAS TAXI: Houston's Yellow Cab Files for Chapter 11 Bankruptcy TRMA FRISCO: Seeks Approval to Hire Dohmeyer Valuation Corp. TUG INC: Kent L. Adams Appointed as Subchapter V Trustee TUG INC: Seeks to Use Kansas State Bank's Cash Collateral TWO GUNS: Unsecured to Recover 45% of Allowed Claims in Plan UNIQUE TOOL: Amended Carve-Out Order Extended Thru August 31 UNITY HOLDINGS: Unsecureds to be Paid Annually Over Five Years US FOODS: Moody's Alters Outlook on B2 CFR to Positive VISTA OUTDOOR: Moody's Hikes CFR to Ba3 on Remington Transaction WEST C BUILDERS: May Use Cadence Bank Cash Thru Oct 2021 WESTPORT HOLDINGS: Trustee Taps Mercer Law as Special Counsel WHITE RIVER: Sept. 9 Amended Disclosures Hearing Set WOW V LLC: Seeks to Use TD Bank's Cash Collateral YOUNGEVITY INTERNATIONAL: Declares Monthly Dividend for 3rd Quarter ZOHAR FUNDS: Gets Court Nod to Send Financial Info to Noteholders [*] Del. Bankruptcy Court's Decision Will Make Ch.11 Less Expensive ********* ACRISURE LLC: Moody's Affirms 'B3' CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service has affirmed the B3 corporate family rating and B3-PD probability of default rating of Acrisure, LLC following the company's announcement of borrowings to help fund acquisitions and to repay outstanding revolver borrowings. The company plans to issue a new $500 million first-lien term loan maturing in 2027 (assigned at B2) and $500 million of other unsecured debt. The rating agency has also affirmed the B2 ratings on Acrisure's existing senior secured credit facility and notes and the Caa2 rating on its senior unsecured notes. The rating outlook for Acrisure is stable. RATINGS RATIONALE According to Moody's, the rating affirmation reflects Acrisure's growing market presence in US insurance brokerage and select international markets, its good mix of business across property & casualty insurance and employee benefits, and its healthy EBITDA margins. Acrisure maintains the existing brands of its many acquired entities and allows them to operate fairly autonomously, while centralizing critical financial reporting and compliance functions. Acrisure aligns the interests of its existing and acquired businesses by including significant common equity in its purchase consideration. While BDT Capital holds a majority of Acrisure's preferred equity, Acrisure Management and Agency Partners own around 77% of the firm's common equity. These strengths are offset by Acrisure's large number and dollar volume of acquisitions and its rising debt burden. The acquisition strategy heightens the firm's integration risk and its exposure to errors and omissions in the delivery of professional services. The acquisitions also give rise to contingent earnout liabilities that consume a substantial portion of Acrisure's free cash flow. For the 12 months ending March 2021, Acrisure reported total revenues of $2.1 billion with positive organic growth driven by rate increases in commercial and specialty lines and new business. The company's EBITDA margin for the same period was a healthy 32% driven by good organic growth and expense initiatives. After giving effect to the proposed incremental borrowings, Moody's estimates that Acrisure's pro forma debt-to-EBITDA ratio will remain around 7.5x and (EBITDA - capex) interest coverage in the range of 1.5x-2.5x. The company is improving its cash flow generation and produced positive free cash flow after contingent earnout payments and scheduled debt amortization during the twelve months ended March 2021. These metrics incorporate the rating agency's adjustments for operating leases, contingent earnout liabilities, changes in a warrant liability, and run-rate earnings from recent and pending acquisitions. Moody's expects Acrisure to reduce its financial leverage over the next couple of years in line with provisions it has agreed to with its preferred equity holders, and to continue generating positive free cash flow after earnout payments and debt amortization. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a rating upgrade include: (i) debt-to-EBITDA ratio below 6x; (ii) (EBITDA - capex) coverage of interest exceeding 2x; (iii) free-cash-flow-to-debt ratio exceeding 5%; and (iv) declining proportion of revenue and earnings from newly acquired versus existing business. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 7.5x; (ii) (EBITDA - capex) coverage of interest below 1.2x; (iii) free-cash-flow-to-debt ratio below 2%, or negative free cash flow after contingent earnout payments and scheduled debt amortization; or (iv) disruptions to existing or newly acquired operations. Moody's has affirmed the following ratings on Acrisure: Corporate family rating at B3; Probability of default rating at B3-PD; $500 million senior secured revolving credit facility ($65 million outstanding) maturing in February 2025 at B2 (LGD3); $3.8 billion senior secured term loan maturing in February 2027 at B2 (LGD3); $700 million senior secured notes maturing in February 2029 at B2 (LGD3); $925 million senior unsecured notes maturing in November 2025 at Caa2 (to LGD5 from LGD6); $400 million senior unsecured notes maturing in August 2026 at Caa2 (to LGD5 from LGD6). Acrisure Finance, Inc. is a co-issuer of the notes. Moody's has assigned the following rating to Acrisure, LLC: $500 million senior secured term loan maturing in February 2027 at B2 (LGD3); The rating outlook for Acrisure is stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Based in Grand Rapids, Michigan, Acrisure distributes a range of property & casualty insurance, employee benefits and related products to small and midsize businesses through offices in a majority of US states and through operations in the UK, Switzerland and Bermuda. The company generated revenue of $2.1 billion for the 12 months through March 2021. ACRISURE LLC: S&P Rates $500MM Incremental 1st-Lien Term Loan 'B' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating (50%-70%; rounded estimate: 50%) to Acrisure LLC's $500 million incremental first-lien term loan. The proposed offering will be nonfungible with the company's existing first-lien term loan, but have the same Feb. 1, 2027, maturity date. S&P expects the company to use the proceeds (together with new senior unsecured financing to launch during the loan syndication period) to fund acquisitions. S&P said, "The ratings on Acrisure and its core subsidiaries--including our 'B' long-term issuer credit ratings, 'B' first-lien credit facility debt ratings, and 'CCC+' unsecured debt rating--are unaffected the proposed financing. Our 'B' long-term issuer credit ratings on Acrisure continue to reflect its fair business risk profile and highly leveraged financial risk profile. "Acrisure performed favorably in the 12 months ended March 31, 2021, in our view, achieving a revenue growth of 16% totaling $2.119 billion with modestly improving adjusted EBITDA near 34%. Our forecast incorporates sustained top-line growth supported by organic growth in the mid-single digits with a more-robust contribution from acquisitions relative to historical trend. We expect a continued focus on expense management and growing scale to sustain EBITDA margins at 33%-35% per our calculations. "Our assessment of the company's financial risk assumes a debt-intensive capital structure, consisting of a combination of debt and debt-like instruments. Including this transaction, we expect S&PGR-adjusted financial leverage and EBITDA coverage to be near 7.0x (excluding payment-in-kind preferred shares treated as debt) and 2.3x, respectively, for the 12 months ended March 31, 2021. This reflects a modest cushion relative to our run-rate expectations for financial leverage (excluding preferred treated as debt) of 7.0x-8.0x and EBITDA cash interest coverage above 2.0x." AGILON ENERGY: May Borrow up to $1M from Wilmington Trust --------------------------------------------------------- Agilon Energy Holdings II, LLC, and its debtor-affiliates sought and obtained approval from Judge Marvin Isgur to incur, on an interim basis, a senior secured, superpriority, priming DIP single draw term loan of up to $1,000,000 in aggregate principal amount from Wilmington Trust, National Association, as collateral agent, and the DIP lenders, pursuant to an Emergency Debtor in Possession Financing Term Sheet dated as of July 12, 2021. The salient terms of the DIP Facility are: * Borrowers: Agilon Energy Holdings II, LLC, Victoria Port Power LLC, and Victoria City Power LLC * Lenders: The Prudential Insurance Company of America; Prudential Legacy Insurance Company of New Jersey; and Prudential Retirement Insurance and Annuity Company * Administrative Agent: Wilmington Trust, National Association * Amount: A new money senior secured, superpriority, priming delayed multi-draw term loan in a principal amount not to exceed $1 million. * Use of Proceeds: The proceeds of the Emergency DIP Loans will be used solely for (a) working capital and general corporate purposes of the Debtors, (b) bankruptcy-related costs and expenses, and (c) costs and expenses related to the Emergency DIP Facility. * Maturity Date: The Emergency DIP Facility shall mature upon the earliest of: (i) 30 days after the Emergency Funding Closing Date, (ii) the date the Interim Order is entered, and (iii) termination by the DIP Lenders following the occurrence of an Event of Default. * Interest Rate: The Emergency DIP Facility shall accrue interest at a rate equal to either of the following at the election of the Borrower: a. LIBO Rate + 8% per annum (with one month Interest Period and 1% floor), computed on the basis of the actual number of days elapsed over a year of 360 days; or b. Prime Rate + 7% per annum, computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable. Default rate shall be an incremental 2% per annum * Fees: A fee to the Collateral Agent of $50,000 per annum, which shall be fully earned upon entry of the Emergency Order and payable with the proceeds of the Initial Emergency DIP Loan. A copy of the Emergency Motion is available for free at https://bit.ly/36FzfcV from Stretto, claims agent. Security for DIP Financing Obligations The DIP Agent, for the benefit of itself and the DIP Secured Parties, is granted, continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected postpetition security interests in and liens on all real and personal property of each of the Debtors, as security for the Emergency DIP Obligations. The DIP Liens are valid, automatically perfected, non-avoidable, senior in priority, and superior to any security, mortgage, collateral interest, lien, or claim to any of the DIP Collateral, except that the DIP Liens shall be subject to the Carve Out, and otherwise junior only to the Permitted Prior Liens. The Permitted Prior Liens include any liens held by ProEnergy Services, LLC that are valid, perfected, non-avoidable, and senior in priority to the Prepetition Liens as of the Petition Date. The DIP Secured Parties are also granted an allowed superpriority administrative expense claim in each of the Chapter 11 Cases and any successor cases for all Emergency DIP Obligations. The DIP Superpriority Claims shall have priority over all administrative expense claims and unsecured claims against the Debtors or their estates, other than the Carve Out. Prepetition Debt Before the Petition Date, Debtor Agilon Energy issued (i) senior secured term notes in the initial aggregate principal amount of $50,000,000 and (ii) senior secured revolving notes aggregating $23,000,000 in principal amount, pursuant to a Senior Secured Note Purchase Agreement dated as of February 23, 2018, as amended, with Wilmington Trust, National Association, as the Collateral Agent under the Collateral Agency Agreement, and the purchasers and noteholders party to the Senior Secured Note Purchase Agreement. As security for the Senior Notes, the Debtors granted to the Prepetition Agent for the benefit of the Prepetition Secured Parties first priority liens upon and senior security interests in substantially all of the Debtors' property and assets. As of the Petition Date, at least $67,337,975 in aggregate principal amount was outstanding under the Senior Notes. Debtor Agilon Energy is also a party to a separate Securities Purchase Agreement dated as of February 23, 2018, pursuant to which Agilon Energy issued $22 million in Senior Subordinated Notes due in 2025. The Subordinated Notes are subordinate in all respects to the Senior Notes. As of the Petition Date, at least $26 million in aggregate principal amount, excluding fees and expenses, is outstanding under the Subordinated Notes. Moreover, the Debtors estimate that claims of trade and miscellaneous unsecured creditors exceeded $14.5 million as of the Petition Date. Use of Cash Collateral Judge Isgur ruled that the Debtors may use the Cash Collateral until the Maturity Date, subject to the terms of the Emergency Order, the Emergency DIP Facility, and the DIP Documents and in accordance with the Approved Budget. Agilon Energy's Budget provided for total operating disbursements, as follows: $224,791 for the week ending July 18, 2021; $85,000 for the week ending July 25, 2021; and $135,000 for the week ending August 1, 2021. The Court further ruled that until such time as the Prepetition Obligations are paid in full, the Prepetition Agent, for the benefit of itself and the other Prepetition Secured Parties, is entitled to receive adequate protection to the extent of any Diminution in Value of its respective interests in the Prepetition Collateral. Accordingly, the Debtors grant to the Prepetition Agent, for the benefit of itself and the Prepetition Secured Parties: a. continuing, valid, binding, enforceable, and perfected postpetition security interests in and liens on the DIP Collateral, as adequate protection of the Prepetition Secured Parties' interests in the Prepetition Collateral, subject to the Carve Out and otherwise junior only to (i) the DIP Liens; and (ii) the Permitted Prior Liens; and b. an allowed superpriority administrative expense claim in each of the Chapter 11 Cases and any successor cases, subject to the Carve Out and junior only to the DIP Superpriority Claim. A copy of the Emergency Order is available for free at https://bit.ly/3xOvk9F from Stretto, claims agent. About Agilon Energy Holdings Agilon Energy Holdings II LLC was formed in 2016 as an independent power producer in Texas. Agilon Energy Holdings sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 21-32156) on June 27, 2021. Affiliates Victoria Port Power LLC (Bankr. S.D. Tex. Case No. 21-32157) and Victoria City Power LLC (Bankr. S.D. Tex. Case No. 21-32158) also filed Chapter 11 petitions on June 27. The cases are jointly administered under Agilon Energy's case. In its petition, Agilon Energy estimated liabilities of between $100 million and $500 million and estimated assets of between $100 million and $500 million. Each of Victoria Port Power LLC and Victoria City Power LLC also disclosed $100 million to $500 million in both assets and liabilities. The petitions were signed by Hugh Smith, manager. Judge Marvin Isgur is assigned to Agilon Energy and Victoria City Power's cases. Judge David R. Jones is assigned to Victoria Port Power's case. Elizabeth M. Guffy of Locke Lord LLP is the Debtors' counsel. Stretto serves as the Debtors' Claims, Noticing, and Solicitation Agent. AGILON ENERGY: To Sell Company in Bankruptcy -------------------------------------------- Joshua Mann of Houston Business Journal reports that power generator Agilon Energy plans to to sell its business in bankruptcy. Houston-based Agilon Energy Holdings II LLC's recent bankruptcy petition came in the wake of operational issues associated with the icy weather in February 2021, but the company’s leadership now plans to restart production and sell the company. However, the company's problems started well before February 2021, according to a declaration to the bankruptcy court by Hugh Smith, Agilon's sole manager. The company built its electricity production assets — two power generators — near Victoria, Texas, in 2019. But disputes that arose during the process resulted in delays and increased costs, substantially delaying Agilon’s ability to produce revenue, Smith said in the document. Even after the generators came online, further maintenance issues arose that resulted in additional delays and expenses, Smith continued. This all culminated in efforts by the company to restructure its debt earlier this year, and Smith said the company was making progress to that end when the extreme weather hit the state in February 2021. A transmission outage isolated the engines at one facility, which left the company unable to produce power to meet its supply obligations. That meant the company had to purchase power from the market, ultimately leading the company to bankruptcy, Smith said. Despite those difficulties, Smith said the company would be able to use post-petition financing to resume power production and operate the business during bankruptcy proceedings. The company will use that time to sell the business, he said. Agilon already tried to sell the business ahead of the filing, but no buyer was willing to purchase the company outside of bankruptcy, Smith said. The company owed about $93 million when it petitioned the Southern District of Texas Bankruptcy Court for Chapter 11 protection on June 27. Agilon’s headquarters is at 5850 San Felipe in the Galleria area. Other companies in the electricity sector have also had to file for bankruptcy in the first half of 2021, especially as a result of February 2021's winter storms. However, more of those companies have been in the electricity retail business rather than power generation. Entrust Energy Inc., for instance, filed for Chapter 11 protections on March 30. Just Energy Group Inc. filed on March 9, 2021 and Brazos Electric Power Cooperative Inc. filed March 1. Griddy Energy LLC wasn't a retailer, but it still sold power directly to consumers. It also declared bankruptcy in March 2021. About Agilon Energy Holdings Agilon Energy Holdings II LLC was formed in 2016 as an independent power producer in Texas. Agilon Energy Holdings sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 21-32156) on June 27, 2021. In its petition, Agilon Energy estimated liabilities of between $100 million and $500 million and estimated assets of between $100 million and $500 million. Elizabeth M Guffy of Locke Lord LLP is the Debtor's counsel. AGM GROUP: Chenjun Li Appointed as Co-CEO ----------------------------------------- Chenjun Li has been appointed co-chief executive officer of AGM Group Holdings Inc., effective July 12, 2021. Mr. Li has more than 10 years of experience in credit card and credit card related systems, and eight years of experience in blockchain-oriented ASIC and other blockchain application technologies. Most recently, Mr. Li was the chief technology officer at Shenzhen HighSharp Electronics Ltd., leading the R&D of SMIC and TSMC high-performance ASIC, and the entire solutions of ASIC development. Previously, he worked at Shanghai Huateng Software System Co., Ltd. and Tonglian Payment Network Service Co., and earned his bachelor's degree in computer science and technology from Tongji University. Mr. Li has extensive experience in FinTech and high-performance ASIC fields. He will focus on leading the Company to develop new business lines including the development and sales of blockchain-oriented ASIC, sales of next-generation data center equipment, and providing services for its supply chain services. The Company believes that with Mr. Li's leadership, it will gradually implement its growth strategy in getting into the chip industry and by launching its branded ASIC solution to become a key player in the market. About AGM Group Holdings Headquartered in Wanchai, Hong Kong, AGM Group Holdings Inc. is a software company, currently providing fintech software and trading education software and website service. AGM Group reported a net loss of $1.07 million for the year ended Dec. 31, 2020, a net loss of $1.56 million for the year ended Dec. 31, 2019, and a net loss of $8.41 million for the year ended Dec. 31, 2018. Flushing, New York-based JLKZ CPA LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 22, 2021, citing that the Company has incurred substantial losses during the year, which raises substantial doubt about its ability to continue as a going concern. AIR CANADA: Fitch Rates Proposed $2BB Term Loan Due 2028 'BB' ------------------------------------------------------------- Fitch Ratings has assigned 'BB'/'RR2' ratings to Air Canada's proposed senior secured debt issuance, which will include a mix of secured credit facilities and other indebtedness. Fitch has downgraded Air Canada's existing senior secured debt to 'BB'/'RR2' from 'BB+'/'RR1', reflecting the dilutive effect of the secured debt being added to its capital structure. Fitch has affirmed Air Canada's second lien notes at 'B+'/'RR4'. Ratings on the second lien positions will no longer apply after the notes are repaid with proceeds from the new transaction. The proposed credit facility would consist of a US $2.0 billion term loan B due in 2028 and a US$600 million revolver due in 2025. Air Canada also intends to raise around US $2.75 billion in other pari secured indebtedness. The credit facilities and other secured indebtedness will be secured on a first lien basis by all of Air Canada's international slots, gates, and routes (SGR). Proceeds will bolster Air Canada's cash balance and refinance $2 billion in existing debt including the company's existing term loan B, first and second lien notes, and the outstanding revolver balance. KEY RATING DRIVERS Planned Debt Issuance: Air Canada's proposed debt issuance will refinance nearly all of its non-aircraft secured debt. Like United Airline's April 2021 debt issuance, the Air Canada transaction will be secured by its entire portfolio of international SGR collateral, unlike prior SGR deals that were typically secured by a subsegment of the issuing airline's route (SGR) portfolio. An independent appraiser has valued Air Canada's collateral package at $10.2 to $14.6 billion, driving a collateral coverage ratio of roughly 2.3x, assuming a midpoint of the valuation range and a fully drawn revolver. Fitch views valuations of SGR collateral as highly variable given the intangible nature of the assets. Fitch determines SGR debt ratings using a going concern (GC) enterprise methodology in line with its rating criteria. However, the importance of the SGR collateral to Air Canada's operations provides significant security to creditors in a bankruptcy scenario. Government Aid Package: Air Canada entered into an aid package with the Canadian government in April 2021, significantly bolstering the company's financial flexibility. The program included a CAD 500 million equity investment, a CAD 1.5 billion secured credit facility and CAD 2.475 billion in secured loans that are available in three equal tranches maturing in five, six, and seven years. The government program is secured by the assets of Aeroplan. The loans are currently undrawn and will remain available as a source of liquidity unless Air Canada terminates the program. The additional liquidity from Air Canada's proposed debt issuance along with the government program provide significant financial flexibility despite the slow rebound in Canadian air traffic. Corporate Rating Unchanged: Although the proposed transaction will materially raise Air Canada's debt balance, the increase in debt was largely incorporated in Fitch's prior rating case. Fitch downgraded Air Canada to 'B+'/Stable from 'BB-' in April 2021. The Stable Outlook was partially based on Fitch's expectations that Air Canada would receive a government aid package with debt financing. Pro forma for the transaction, Air Canada's liquidity balance at March 31, 2021 was roughly CAD 9.2 billion, and it should allow the company to avoid tapping the government program this year even if cash burn remains at Q1 levels (1.27 billion). Fitch expects cash burn to improve materially in 2H'21 given increasing vaccination rates and loosening travel restrictions. Traffic Recovery Lags U.S.: U.S. based carriers are experiencing a robust rebound driven by domestic leisure travel, but Air Canada is much more exposed to international travel. Strict travel restrictions imposed by the Canadian government are causing a delayed recovery for Air Canada relative to U.S. peers. Fitch expects Air Canada to continue burning cash at least through YE 2021. Top-line results for 2021 are also likely to lag Fitch's prior forecasts as travel restrictions remain beyond Fitch's initial expectations. However, vaccination rates in Canada are increasing, and travel restrictions are starting to ease. Fully vaccinated travelers with a negative COVID-19 test are not required to quarantine upon arrival in Canada. These recent positive developments have allowed Fitch's prior forecasts for 2022 and beyond to be relatively unchanged. Cost Reduction Remains Key: A slow recovery will be partly offset by Air Canada's cost-cutting efforts. It reduced non-fuel operating expenses by 37% in 2020 from 2019 levels. Variable costs will increase as flying levels rebound, but some cost-cutting efforts will prove longer lasting. Fleet-simplification will lower maintenance and training costs while increasing fuel efficiency as older/less-efficient planes are retired. Air Canada has accelerated retirement of several classes of aircraft including its entire sub-fleets of A319s, E-190s and 767s, though some of the 767s will remain as freighters. To reflect lower future capacity requirements Air Canada has cancelled orders for 12 Airbus A220s and 10 Boeing 737-MAXs and delayed deliveries on a further 18 A220s and 16 737-MAXs, trimming capex spend by $3 billion over the 2020-2023 period. Recovery Ratings: Fitch's recovery analysis assumes that Air Canada would be reorganized as a GC in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the agency bases the enterprise valuation. Fitch uses a GC EBITDA estimate of $2.1 billion and a 5.5x multiple, generating an estimated GC enterprise value (EV) of $11.55billion after an estimated 10% in administrative claims. Fitch's GC EBITDA assumption for Air Canada is modestly above its 2023 forecast, reflecting a scenario where the company comes under financial distress because of the pandemic but then resumes more normalized levels of profitability. The EBITDA estimate is below results in 2019 and prior, assuming that the company would shrink through the restructuring process or that forward EBITDA margins may be impaired due to industry pressures/competition. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Increasing evidence of a sustainable recovery in air travel; -- Adjusted debt/EBITDAR trending towards 4.0x; -- FFO fixed-charge coverage trending towards 2.5x; -- Neutral to positive sustained FCF. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Prolonged downturn in air traffic persisting through 2021; -- Adjusted debt/EBITDAR sustained above 5x; -- FFO fixed charge coverage sustained below 1.5x; -- Persistently negative or negligible FCF. 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 Fitch considers Air Canada's liquidity to be sufficient to manage through the pandemic. The influx of capital from the pending transaction along with the availability of government loans provide the company with more than sufficient liquidity to continue operating well into 2022 even if there were no improvement in cash burn from Q1 levels. Cash burn is likely to improve substantially through H2 as travel restrictions loosen and air traffic improves. ISSUER PROFILE Air Canada is Canada's largest airline, serving roughly 200 destinations with a fleet of more than 300 aircraft (mainline and regional). It maintains major hub operations in Toronto, Montreal and Vancouver. Air Canada is a member of the Star Alliance, which is a 26-member airline network that provides customers access to roughly 1,300 locations. Air Canada also participates in a multi-lateral joint venture between themselves, United Airlines, and Lufthansa, which allows the airlines to coordinate schedules and pricing on trans-Atlantic traffic. 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. AIR CANADA: Moody's Affirms Ba3 CFR & Rates New $2BB Term Loan Ba2 ------------------------------------------------------------------ Moody's Investors Service has assigned a Ba2 rating to Air Canada's proposed $2.0 billion senior secured term loan B due in 2028 and has upgraded Air Canada's Speculative Grade Liquidity rating to SGL-2 from SGL-3. At the same time Moody's has affirmed Air Canada's Ba3 Corporate Family Rating, and Ba3-PD Probability of Default rating. Moody's also affirmed its ratings on Air Canada Series 2013-1 Pass Through Trusts, Air Canada Series 2015-2 Pass Through Trusts, Air Canada Series 2017-1 Pass Through Trusts, and Air Canada Series 2020-1 Pass Through Trusts (together "EETCs"). The ratings outlook remains negative. Air Canada's existing first lien senior secured ratings remain unchanged at Ba1 and are expected to be repaid with proceeds from the proposed issuance. The Ba1 ratings will be withdrawn at that time. The proceeds of this offering will be used to refinance existing debt and for general corporate purposes, including the repayment of a $600 million senior secured revolving credit facility due in 2023, $580 million term loan B due in 2023, CAD200 million senior secured first lien notes due in 2023, and CAD840 million senior secured second lien notes maturing in 2024. "The rating affirmation reflects Moody's view that the proposed loan issuance improves Air Canada's liquidity. While the transaction will modestly increase leverage, this is somewhat mitigated by our expectation for a near-term improvement in air travel demand" said Aziz Al Sammarai, Moody's Analyst. "Moody's expects Canadian demand for air travel to improve as a result of increasing vaccination rates and easing of government travel restrictions." he added. The affirmation of Air Canada's CFR reflects Moody's expectation that Canadian domestic and global demand for air travel will begin to improve in the second half of 2021. Moody's assumes that third quarter of 2021 capacity measured by available seat miles will be approximately 35%-40% of third quarter 2019 capacity before improving to 50% of 2019 capacity in fourth quarter 2021. Moody's expects cash burn to average between CAD11 million and CAD13 million per day in the third quarter of 2021 with the level of burn expected to improve in the fourth quarter of 2021, though the airline will remain cash consumptive in 2021. Moreover, the affirmation reflects the improved vaccination rates. As of July 9, 2021, about 68% of Canadian population had received at least one approved dose of the COVID-19 vaccine, while about 36% of the population are fully vaccinated. The proposed Ba2 term loan B will be secured on pari passu basis by first priority liens on all of the company's international routes, slots, and gates and is one notch above the company's Ba3 CFR based on the application of Moody's Loss Given Default for Speculative-Grade Companies methodology. During 2020 and 2021, Air Canada supplemented its liquidity position by raising additional debt including unsecured convertible debt (unrated) which, combined with other unsecured obligations, provides loss absorption cushion to the first lien obligations. RATINGS RATIONALE Air Canada (Ba3 negative) benefits from 1) good liquidity over the next year, and 2) its leading position in the duopolistic Canadian market, which will provide a solid foundation for eventual recovery from the coronavirus pandemic. The company is constrained by 1) elevated adjusted debt (expected to be about CAD17 billion in 2021 pro forma for the proposed new debt raise) in part due to recent borrowings to support liquidity, 2) continued weak passenger demand when compared to 2019 levels due to the coronavirus pandemic and related significant cash flow consumption, and 3) uncertainty regarding the timing of a recovery in demand for air passenger travel, especially on international routes, which is an important portion of Air Canada's business. Air Canada has good liquidity (SGL-2) over the next twelve months through March of 2022, supported by about CAD14.1 billion of sources against CAD5.9 billion of uses. Pro forma for the proposed new debt raise, the company's sources include cash and short-term investments of about CAD9.2 billion at March 31, 2021. Air Canada will have two committed credit facilities; a fully available $600 million credit facility due in 2025 and a fully drawn CAD200 million credit facility due in 2023. Additionally, Moody's expects Air Canada to have about CAD4.2 billion of available committed government of Canada facilities over the next 4 quarters. Government of Canada facilities consist of 1) a fully available CAD1.5 billion of secured revolving credit facility 2) CAD2.475 billion of unsecured non-revolving credit facility due in 2026, and 3) Moody's expectation of CAD200 million available under CAD1.4 billion unsecured credit facility that supports customer refunds due in 2028. Uses include 1) approximately CAD3 billion of negative free cash flow including estimated customer refunds, 2) mandatory debt and lease repayments of about CAD1.6 billion and 3) minimum cash reserves required by Air Canada's contractual covenants of about CAD1.3 billion. Possible additional liquidity could be provided by Air Canada's unencumbered asset pool (excluding the value of Aeroplan and Air Canada Vacations) which amounts to approximately CAD2.3 billion at close. Air Canada has debt covenants, which are loan-to-security value measures in nature, with which Moody's expects the company will remain in compliance. The affirmations of the EETCs reflect Moody's view that these ratings remain appropriate considering its estimates of loan-to-value for each of the transactions. Moody's believes the aircraft models that comprise the collateral across these transactions will remain important to Air Canada's post-coronavirus network, which supports Moody's expectation that the company would likely affirm these transactions if it were to reorganize under Canadian bankruptcy and insolvency law. Air Canada has continued to meet its debt service commitments on all of its EETCs and other debt financings throughout the pandemic, notwithstanding the more than 90% decline in its passenger volumes for the first 12 to 14 months of the pandemic. The Government of Canada and or the Country's provincial governments have maintained some of the strictest requirements for international and domestic travel globally. Increasing vaccination rates in Canada will lead to further loosening of restrictions, which will increase passenger demand -- first domestic, then international -- creating demand for more flights and the return of more aircraft to service. The aircraft collateral are 777-300ERs (2013-1), 777-300ERs and 787-9s (2015-2) and 737 MAX and 787-9s (2017-1). The 787s and 737 MAXes are the most fuel efficient in the fleet; the 777-300ERs have high seating density, and are used mainly on long haul flights to Europe and Asia. The negative outlook reflects the potential for a prolonged recovery in domestic and international air travel demand, which could limit any meaningful improvement in the company's average daily cash burn and its ability to generate earnings and cash flows needed to strengthen the credit metrics in the next 18-24 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if 1) the pace of recovery of passenger demand is slower than Moody's expects, 2) liquidity deteriorates, 3) adjusted debt/EBITDA is likely to be sustained above 4.5x beyond 2023 (negative EBITDA expected in 2021), or 4) funds from operations plus interest-to-interest is likely to be sustained less than 4.5x beyond 2023 (negative 1.8x expected in 2021). The ratings could be upgraded if 1) liquidity strengthens, 2) adjusted debt-to-EBITDA is likely to be sustained less than 3.5x, and 3) funds from operations plus interest-to-interest is likely to exceed 5x. Changes in EETC ratings can result from any changes in the underlying credit quality or ratings of the company or Moody's opinion of the importance of the aircraft collateral to the operations. Changes in estimates of current and projected aircraft market values, which will affect estimates of loan-to-value, could also result in a change to EETC ratings. The principal methodology used in rating Air Canada was Passenger Airline Industry published in April 2018. Air Canada is the largest provider of scheduled airline passenger services within, and to and from Canada. Revenue in 2020 was CAD5.8 billion. The company is headquartered in Saint-Laurent, Quebec, Canada. Upgrades: Issuer: Air Canada Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Assignments: Issuer: Air Canada Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3) Affirmations: Issuer: Air Canada Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Issuer: Air Canada 2013-1 Pass Through Trusts Senior Secured Enhanced Equipment Trust, Affirmed Baa3 Issuer: Air Canada Series 2015-2 Pass Through Trusts Senior Secured Enhanced Equipment Trust Class AA, Affirmed A3 Senior Secured Enhanced Equipment Trust Class B, Affirmed Ba1 Senior Secured Enhanced Equipment Trust Class A, Affirmed Baa2 Issuer: Air Canada Series 2017-1 Pass Through Trusts Senior Secured Enhanced Equipment Trust Class AA, Affirmed A3 Senior Secured Enhanced Equipment Trust Class B, Affirmed Ba1 Senior Secured Enhanced Equipment Trust Class A, Affirmed Baa2 Issuer: Air Canada Series 2020-1 Pass Through Trusts Senior Secured Enhanced Equipment Trust, Affirmed Ba3 Outlook Actions: Issuer: Air Canada Outlook, Remains Negative Issuer: Air Canada 2013-1 Pass Through Trusts Outlook, Remains Negative Issuer: Air Canada Series 2015-2 Pass Through Trusts Outlook, Remains Negative Issuer: Air Canada Series 2017-1 Pass Through Trusts Outlook, Remains Negative Issuer: Air Canada Series 2020-1 Pass Through Trusts Outlook, Remains Negative AIR CANADA: S&P Rates US$2BB Term Loan B Due 2028 'BB-' ------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to Air Canada's proposed US$2 billion term loan B due 2028. The '2' recovery rating indicates its expectation that lenders would receive substantial (70%-90%; rounded estimate: 75%) recovery of their principal in the event of a payment default. Concurrent with this issuance, the company is also refinancing its US$600 million revolving credit facility; the new revolver matures 2025. Net proceeds of the loans, together with other anticipated pari passu debt issuance, will be used to refinance existing first- and second-lien obligations, to support working capital, and for general corporate purposes. The proposed debt issuance is secured by Air Canada's international Slots, Gates and Routes (SGR) with a combined appraised value of about US$12 billion. S&P said, "We base our ratings on the credit quality of Air Canada and our analysis of recovery prospects for lenders in a hypothetical bankruptcy scenario. Our 'B+' issuer credit rating and negative outlook on the company are unchanged." The negative outlook reflects uncertainty regarding the timing and magnitude of Air Canada's recovery given ongoing travel restrictions amid the spread of new coronavirus variants, and the ensuing negative impact this is having on the company's balance sheet and credit metrics. Although the pace of vaccinations in Canada has improved (about 50% of Canadians are fully vaccinated), and provincial reopening is progressing, public health officials and lawmakers are taking a cautious approach to removing travel restrictions, in particular for U.S. transborder and international travel amid concerns about the growth of new coronavirus variants. S&P said, "Therefore, we anticipate a slower pace of air travel recovery for Air Canada and much lower earnings for 2021 than our assumption from May 2021, reflecting both lower passenger traffic and operating inefficiencies as the company ramps up capacity. Nevertheless, we continue to expect the company to post a good recovery in 2022 and through 2023 with an adjusted funds from operations-to-debt ratio of 8%-9% for 2022, and above 19% in 2023. More notably, we believe Air Canada can sustain strong liquidity (pro forma of more than C$11 billion at year-end 2021) and good access to capital markets, which is a key ratings supportive factor." Key Metrics --YEAR-END DEC. 31-- 2021E 2022E 2023E Revenue (bil. C$) 5.0-5.5 13-14 15-16 Adjusted EBITDA (bil. C$) (1.8)-(2.0) 1.5-1.8 2.6-2.9 Capex (bil. C$) 1.2-1.3 1.6-1.7 1.2-1.5 Free cash flow (bil. C$) (4.2)-(4.7) (0.1)-0.3 0.9-1.1 FFO-to-debt (%) N.M. 8-9 19-22 e--Estimate. FFO--Funds from operations. N.M.--Not meaningful. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's updated recovery analysis reflects planned secured debt approximately totalling US$5.35 billion (including the proposed loans) and related repayments as well as updated values for the collateral supporting the various claims. -- The proposed loans will be collateralized by Air Canada's international SGR. Specifically, the collateral comprises Air Canada's authority to operate scheduled service between any international airport in Canada and any international airport in any country other than Canada (except Cuba); substantially all of Air Canada's landing and take-off rights at all airports including London Heathrow, LaGuardia Airport, and Ronald Reagan Washington National Airport; and Air Canada's rights to use or occupy space at airport terminals for these routes. The SGR collateral has a third-party appraised value of about US$12 billion, which S&P understands is assessed using an income-based discounted cash flow (DCF) approach. -- The C$1.5 billion revolver issued by the Government of Canada is secured on a first-lien basis by assets and equity of Air Canada's frequent-flyer loyalty program (Aeroplan) as well as certain intellectual property of Aeroplan. In addition, Air Canada can access up to C$3.88 billion of unsecured debt issued by the Canadian government. -- S&P said, "We view the Aeroplan-backed debt as a priority claim against all creditor groups because it has claims on valuable earnings power that is connected to flight operations. We expect that Air Canada would continue to honor its obligation under the customer loyalty program through a bankruptcy restructuring. By treating the new debt as a priority claim in the payment waterfall, we essentially reduce the enterprise value available to cover other obligations (including the proposed debt) based on each obligation's proportional share of the distressed assets. This approach is consistent with our assessment for large U.S. airlines, which have recently secured frequent flyer program financing." -- S&P rates the company's enhanced equipment trust certificates under different criteria, and therefore, it does not include those ratings in this analysis. Simulated default assumptions -- S&P assumes a default scenario in 2025, potentially brought on by a combination of higher costs and a prolonged downturn in the Canadian and global airline industry. This could stem from pandemic-related travel restrictions lasting through next year followed by a deep recession that leaves Air Canada unable to meet its fixed obligations and leads the company to file for bankruptcy protection. -- S&P values the company on a discrete-asset basis as a going concern, using current book values as reported and fair market values of appraised assets including routes, slots, and aircraft. S&P believes it is highly likely that Air Canada would reorganize if it were to enter bankruptcy, but believe that the discrete-asset analysis provides the best way to estimate enterprise value available to creditors at emergence from bankruptcy. -- S&P's valuations reflect its estimated value of the various assets at default based on market appraisals, adjusted for expected (lower) values in a distressed scenario. Specifically, its assessment of the SGR collateral reflects a higher discount rate and a lower terminal growth rate than those used in the appraisals for the income-based valuation. In addition, it applies stressed realization rates for the various SGR assets securing the proposed secured debt to assess their value at default. -- US$1.00 is valued at C$1.21 at default. -- The company's secured revolving credit facilities, which include a US$600 million facility, a C$200 million facility, and the C$1.5 billion Government of Canada-secured revolver, are all 100% drawn at default. -- A portion of Air Canada's commitments under various capacity purchase agreements and leases will have an unsecured claim at default. Simplified waterfall -- Gross enterprise value: C$11.5 billion -- Value available to aircraft-secured debt (net of 5% admin. expense): C$2.9 billion -- Aircraft-secured claims estimated at default: C$4.8 billion -- Recovery expectations: Not applicable -- Value available to SGR secured debt claims (collateral, net of 5% admin. expense): C$5.1 billion -- SGR secured debt claims estimated at default: C$6.6 billion (assuming additional pari passu financing) -- Recovery expectations: 70%-90% (rounded estimate: 75%) Note: All debt amounts include six months of prepetition interest. Refinancing assumptions: S&P generally assumes debt maturing before its simulated default is refinanced before maturity and that highly amortizing debt is refinanced before the cumulative amortization exceeds 40% of the original principal. Ratings List AIR CANADA Issuer Credit Rating B+/Negative/-- ISSUE-LEVEL RATINGS ASSIGNED Senior Secured US$2 billion term loan B due 2028 BB- Recovery Rating 2(75%) ALL WHEEL DRIVE: May Use Cash Collateral Thru Aug 31 ---------------------------------------------------- Judge Brenda T. Rhoades authorized All Wheel Drive Tuning, Inc. to use cash collateral through the later of August 31, 2021, or the date of the final hearing on the cash collateral motion. The Debtor is in immediate need to use the cash collateral in the ordinary course of its business operations, as well as to complete the work and service obligations currently in progress, and to service additional clients going forward. Frost Bank is granted a valid and automatically perfected, continuing replacement lien on all post-petition collateral to the same extent, nature, validity and priority Frost Bank possessed prepetition, to the extent of decrease in value of Frost Bank's interest in the prepetition collateral resulting from the Debtor's use thereof. The Replacement Lien will be in addition to the liens that Frost Bank had in the Debtor's assets as of the Petition Date. A continued and final hearing on the matter is scheduled for August 24 at 1:30 p.m. A copy of the order and the Debtor's budget is available for free at https://bit.ly/3yYLBJl from PacerMonitor.com. The Debtor projects $162,350 in net revenue and $158,295 in total proforma 30 day expenses. About All Wheel Drive Tuning All Wheel Drive Tuning, Inc. owns and operates an automotive repair and maintenance facility specializing in high performance Subaru vehicles. The business suffered reduced demand and associated revenue due to the economic downturn and depressed business environment resulting from the COVID-19 pandemic. All Wheel Drive Tuning sought protection under Chapter 11 (Bankr. E.D. Tex. Case No. 21-40790) on May 27, 2021. At the time of filing, the Debtor had between $100,001 and $500,000 in assets and between $500,001 and $1,000,000 in liabilities. Larry Keith Fields, its president, signed the petition. Judge Brenda T. Rhoades oversees the case. Susan B. Hersh, P.C. is the Debtor's legal counsel. ALM LLC: Sept. 1 Plan & Disclosure Statement Hearing Set -------------------------------------------------------- On July 13, 2021, Debtor ALM LLC, d/b/a Agua La Montana, filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement and Plan. On July 15, 2021, Judge Mildred Caban Flores conditionally approved the Disclosure Statement and ordered that: * That acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * That any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan shall be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * That the debtor will file with the Court a statement setting forth compliance with each requirement in U.S.C. Sec. 1129, the list of acceptances and rejections and the computation of the same, within 7 working days before the hearing on confirmation. * Sept. 1, 2021, at 9:00 a.m., and continued, if necessary, for September 2, 2021, at 9:00 a.m. via Microsoft Teams is the hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan. A copy of the order dated July 15, 2021, is available at https://bit.ly/3kEeVB7 from PacerMonitor.com at no charge. Counsel for the Debtor: Mary Ann Gandia-Fabian, Esq. Ganbia-Fabian Law Office P.O. Box 270251 San Juan, PR 00928 Tel: 1-787-390-7111 Fax: 1-787-729-2203 Email: gandialaw@gmail.com About ALM LLC ALM, LLC, a/k/a Agua La Montana, is the owner of a fee simple title to a property located in Trujillo Alto, Puerto Rico having a current value of $860,943. ALM, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-04571) on Nov. 25, 2020. The petition was signed by Kristian E. Riefkohl Bravo, president. At the time of the filing, the Debtor disclosed total assets of $1,083,384 and total liabilities of $2,919,967. Judge Mildred Caban Flores is the case judge. The Debtor tapped Gandia Fabian Law Office as counsel and Jose Victor Jimenez, CPA, of Jimenez Vazquez & Associates, PSC as an accountant. AMERICAN MOBILITY: Has Until Sept. 9 to File Plan & Disclosures --------------------------------------------------------------- Judge Joseph N. Callaway has entered an order within which Debtor American Mobility, Inc. must file a plan and disclosure statement on or before September 9, 2021. In addition, a status conference will be held on July 28, 2021 at 02:00 PM in Randy D. Doub United States Courthouse, 2nd Floor Courtroom, 150 Reade Circle, Greenville, NC 27858. A copy of the order dated July 15, 2021, is available at https://bit.ly/3kyW2Q2 from PacerMonitor.com at no charge. About American Mobility American Mobility, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 21-01352) on June 11, 2021. William Ryan, president, signed the petition. In its petition, the Debtor disclosed total assets of up to $500,000 and total liabilities of up to $10 million. Judge Joseph N. Callaway oversees the case. J.M. Cook, Esq., at J.M. Cook, PA, serves as the Debtor's legal counsel. AMERICAN MOBILITY: Wins Cash Collateral Access Thru Aug 7 --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, has authorized American Mobility, Inc. to continue using the cash collateral of Truist Bank and Gulf Coast Bank and Trust Company, on an interim basis pursuant to the approved budget until August 7, 2021 or the Debtor's default under the Order. As a part of the adequate protection for the use of cash collateral, the Debtor will continue to keep all insurance current on the Debtor's property and provide proof thereof to any secured creditor upon demand. Additionally, as adequate protection for the use of cash collateral: a. Any use of cash collateral should be only as shown on the Budget, for expenses incurred in the ordinary course of business, and through the specified termination date, August 7. b. For any account receivable that is depleted, the Debtor will replenish the amount of the account or pay adequate protection to Gulf Coast commensurate with the depletion. c. Gulf Coast and Truist are given continuing replacement liens (11 U.S.C. section 361(2)) in Inventory, Accounts and Proceeds thereof, and any other cash collateral (as such terms are defined in their various Security Agreements), to the extent and priority as existed pre-petition, automatically perfected upon entry of the order. d. Gulf Coast is given an allowable claim in the amount of any decrease in the value of its collateral to be accorded priority as set forth in 11 U.S.C. section 507(b). e. Gulf Coast and Truist are granted post-petition liens on collateral to the same extent, priority, and validity as the liens each had pre-petition. g. The order authorizing use of cash collateral is without prejudice to Truist or Gulf Coast requesting termination or modification thereof, objecting to any plan of reorganization, seeking relief from the stay or taking any position with respect to any future matter before the Court. Until a final hearing on the matter and a determination of priority and enforceability of claims, all secured creditors will maintain their lien on cash collateral and be granted a replacement lien to the same extent and same priority as pre-petition up to the total of the cash collateral as of the Petition Date. A further hearing on the Debtor's use of cash collateral is scheduled for July 28 at 2 pm. A copy of the order and the Debtor's budget from July 7 to August 7 is available at https://bit.ly/3ie5561 from PacerMonitor.com. The Debtor projects $63,000 in income and $61,580 in expenses for the period. About American Mobility American Mobility, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 21-01352) on June 11, 2021. William Ryan, president, signed the petition. In its petition, the Debtor disclosed total assets of up to $500,000 and total liabilities of up to $10 million. Judge Joseph N. Callaway oversees the case. J.M. Cook, Esq., at J.M. Cook, PA serves as the Debtor's legal counsel. APOLLO ENDOSURGERY: Appoints Jeffrey Black as CFO ------------------------------------------------- Apollo Endosurgery, Inc. has hired Jeffrey G. Black as chief financial officer. Mr. Black has served as chief financial officer for a variety of publicly traded companies in the medical device, diagnostics, life sciences, technology and industrial biotech industries. "Jeff is a collaborative leader who builds and leads strong teams and has highly relevant experience for a company at our stage of growth," said Chas McKhann, president and CEO of Apollo Endosurgery. "His experience as a financial executive for seven publicly traded companies, the key relationships he has established on Wall Street, and his direct involvement in over $1 billion of strategic, equity and debt transactions will serve Apollo well as we advance in our mission to bring innovative solutions to GI patients around the globe." Mr. Black brings 30 years of experience to Apollo Endosurgery. Most recently, he served as chief financial officer at Alphatec Holdings, Inc. (NASDAQ: ATEC), a medical technology company providing spinal fusion solutions. He played a key role in the successful turnaround of the company, securing nearly $500 million in financing to support accelerated growth, transform the balance sheet, and execute strategic acquisitions. Under his leadership, Alphatec grew from a market capitalization of $20 million to more than $1.5 billion. Prior to Alphatec, he worked as chief financial officer for Applied Proteomics, Inc, where he built a finance team that transitioned the company from pre-commercial stage to launching a blood-based cancer diagnostic. Mr. Black also served as CFO for AltheaDx, Inc. and Verenium Corporation (formerly Diversa Corporation) (NASDAQ: VRNM). During his nine-year tenure at Verenium/Diversa, Mr. Black played a leadership role in scaling the organization and in executing more than $500 million in strategic financing, M&A, collaborative, and licensing transactions, culminating in the successful sale of the company to BASF in 2013. "I'm pleased to join the high-caliber Apollo leadership team," said Black. "I believe Apollo is very well-positioned to transform the market with a truly differentiated suite of products and technologies. I'm excited to be a part of the company's next phase of growth, with a focus on changing patient lives and building value for Apollo's shareholders." Stefanie Cavanaugh, who has served Apollo as CFO since March 2015, will remain with the Company. McKhann added, "We are extremely pleased that Stefanie will remain with Apollo as we scale the finance function and our organization to achieve our growth aspirations. Stefanie is a valued member of the Apollo leadership team and has deep knowledge of Apollo's business." Mr. Black will assume the position and responsibilities of CFO immediately following Apollo's filing of the Quarterly Report for the quarter ending June 30, 2021. Pursuant to Mr. Black's employment agreement with the Company, he will receive an annual base salary of $375,000. He will also be eligible to receive an annual discretionary cash bonus, with a target amount equal to 60% of his then-current annual base salary, upon the achievement of annual performance milestones established by the Company's Board of Directors. Mr. Black's annual bonus will be pro-rated for 2021. About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a medical technology company focused on less invasive therapies to treat various gastrointestinal conditions, ranging from gastrointestinal complications to the treatment of obesity. Apollo's device-based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 75 countries and include the OverStitch Endoscopic Suturing System, the OverStitch Sx Endoscopic Suturing System, and the ORBERA Intragastric Balloon. Apollo Endosurgery reported a net loss of $22.61 million for the year ended Dec. 31, 2020, compared to a net loss of $27.43 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $73.98 million in total assets, $71.29 million in total liabilities, and $2.69 million in total stockholders' equity. BEE COUNTY: Setliff Buying Substantially All Assets for $1.85 Mil. ------------------------------------------------------------------ Bee County Cooperative Association and BCCA, LLC, ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of all or substantially all of their assets to Ronnie A. Setliff for $1.85 million, subject to certain agreed-to adjustments. Objections, if any, must be filed within 21 days of the date the Motion was served. Coop is organized as a Texas cooperative owned by its members and patrons. It owns a grain storage facility and farm store located in Tynan, Bee County, Texas, and operates the grain facility receiving corn and grain sorghum grown in the Coastal Plains of Texas, and also sells to its patrons, fuel, lubricants, and other farm and ranch supplies to farmers and ranchers in the region. BCCA is a subsidiary of the Coop which owns a deer feed milling and packaging plant which is located adjacent to the grain facility of the Coop. All product produced by BCCA is marketed and sold through the Coop and receipts are collected through the Coop with enterprise accounting keeping up with such revenues and expenses. To operate their agricultural businesses, the Debtors have entered into certain executory contracts and unexpired leases, which will be necessary for the Purchaser to continue to operate after acquisition of their Assets. Exhibit A is a listing of all Executory Contracts for which the Debtors seek assumption and assignment. The Debtors commenced these chapter 11 cases on March 25, 2021 to explore strategic alternatives to maximize the value of their estates and the recoveries of their stakeholders, including a sale of the Assets. In the years leading up to these chapter 11 cases, the Debtors have attempted to negotiate a sale of their Assets to a willing third party purchaser, but they were not able to reach an agreement with any potential purchasers outside of bankruptcy. The Debtors have successfully negotiated an asset purchase agreement with a third party purchaser willing to purchase the Assets of the Debtors so long as the purchaser, and the Debtors, can utilize the powers and relief granted by title 11 of the United States Code, in particular Sections 363 and 365 of the Bankruptcy Code. The Debtors submit that the offer received by the Purchaser for their Assets represents a fair and reasonable offer for the Assets made in good faith. They submit, based on their sound business judgment, that the sale of the Assets for the amount set forth in the offer represents the highest and best value for the benefit of all of their stakeholders. As set forth in the Asset Purchase Agreement, the purchase price for the Assets is $1.85 million, free and clear of all liens, claims, interests, and encumbrances, subject to certain agreed-to adjustments pursuant to the terms of the Asset Purchase Agreement. The Debtors' schedules provide that the value of the Assets to be sold to be around the value of the Purchase Price. Further, the Debtors would show that the Purchase Price will provide sufficient funds to pay all secured creditors, administrative claimants, and any priority creditors in full. After payment of these creditors, the Debtors would show that remaining funds would be available to make a distribution to general unsecured creditors. Additionally, they would show that remaining assets not sold to the Purchaser will contribute to a distribution to general unsecured creditors. Therefore, the Purchase Price is fair and reasonable. Pursuant to Bankruptcy Rules 2002, 6004, and 6006, the Debtors will provide notice of the Motion to all creditors and parties-in-interest with adequate and timely notice of the Motion, the sale hearing, and all deadlines to respond to same. Assuming and assigning the Executory Contracts to the Purchaser pursuant to the Asset Purchase Agreement is an appropriate exercise of the Debtors' business judgment. The Executory Contracts will no longer have any value to the Debtors. By assuming and assigning the Executory Contracts to the Purchaser, the Debtors will be able to maximize the value of the sale to their estates, while avoiding any damage claims that would arise from the rejection of the Executory Contracts. The Debtors' assumption and assignment of the Executory Contracts will be contingent on their compliance with the requirements of Section 365. The Debtors believe they will be able to show the Court at the sale hearing compliance with these requirements. The Debtors seek to surcharge the collateral being sold to assist with the payment of the professional expenses of the estate. They believe that the SBA's collateral and Spirit Bank of Texas' collateral should be surcharged at an estimated $25,000 each for payment towards professional expenses of the estate. At the hearing on the Motion, the Debtors will provide evidence to the Court for the benefit provided to the SBA and Spirit Bank of Texas under the Sale and the amount Debtors seek to surcharge their collateral. The surcharge will be used by the Debtors to pay administrative expenses of the estate related to the professional fees incurred by their counsel, their accountants, and the Subchapter V Trustee. The Debtors request that the Court (a) finds that notice of the Motion is adequate under Bankruptcy Rule 6004(a) under the circumstances and (b) waives the 14-day stay requirements under Bankruptcy Rules 6004(h) and 6006(d). In light of the Debtors' current financial conditions and reduced operations, the proposed sale contemplated herein should be consummated as soon as practicable to allow the Debtors to maximize the value for their estates and stakeholders. Further, the Purchaser requires a quick closing upon approval of the Motion so that Purchaser can sell farm implements and products to farmers in the area for use with their 2021 crops. Accordingly, the Debtors request that any order entered approving the sale and the other relief requested be effective immediately upon entry and the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d) be waived. A copy of the Agreement is available at https://tinyurl.com/2369adep from PacerMonitor.com free of charge. The Purchaser: Ronnie A. Setliff 9635 FM 3377 Mathis, TX 78368 Facsimile: (214) 210-1201 The Purchaser is represented by: Todd J. Thorson, Esq. Baker & Hostetler LLP 2850 North Harwood Street, Suite 1100 Dallas, TX 75201 Facsimile: (214) 210-1201 David R. Langston, Esq. Brad W. Odell, Esq. Mullin Hoard & Brown, L.L.P. 1500 Broadway, Suite 700 P.O. Box 2585 Lubbock, TX 79401 (79408) Facsimile: (806) 765-0553 About Bee County Cooperative Association Bee County Cooperative Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-21074) on March 25, 2021. Aaron Salge, general manager and authorized officer, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge David R. Jones oversees the case. Mullin Hoard & Brown, L.L.P. and D. William & Co., P.C. serve as the Debtor's legal counsel and accountant, respectively. BOUCHARD TRANSPORTATION: Selects $110 Million Hartree Offer ----------------------------------------------------------- Alex Wolf of Bloomberg Law reports that barge operator Bouchard Transportation Co. selected Hartree Partners LP's $110 million offer as a starting bid for its assets to be sold in bankruptcy auction. Hartree, an Oaktree Capital affiliate that has provided Bouchard with a $60 million Chapter 11 loan, secured the bidding arrangement on Sunday, July 18, 2021, according to a court filing with the U.S. Bankruptcy Court for the Southern District of Texas. The offer is subject to challenge by higher, qualified bids. Under the deal, Hartree is entitled to a $3.3 million break-up fee and up to $1.5 million in professional fee reimbursements if Bouchard ultimately chooses to sell its assets. About Bouchard Transportation Founded in 1918, Bouchard Transportation Co., Inc.'s first cargo was a shipment of coal. By 1931, Bouchard acquired its first oil barge. Over the past 100 years and five generations later, Bouchard has expanded its fleet, which now consists of 25 barges and 26 tugs of various sizes, capacities and capabilities, with services operating in the United States, Canada and the Caribbean. Bouchard and certain of its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34682) on Sept. 28, 2020. At the time of the filing, the Debtors estimated assets of between $500 million and $1 billion and liabilities of between $100 million and $500 million. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis LLP, Kirkland & Ellis International LLP and Jackson Walker LLP as their legal counsel; Portage Point Partners, LLC as restructuring advisor; Jefferies LLC as investment banker; Berkeley Research Group, LLC as financial advisor; and Grant Thornton, LLP as tax consultant. Stretto is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases. The committee tapped Ropes & Gray LLP as bankruptcy counsel, Clyde & Co US LLP as maritime counsel, and Berkeley Research Group LLC as financial advisor. BROOKLYN IMMUNOTHERAPEUTICS: Appoints Jay Sial as CAO ----------------------------------------------------- Brooklyn ImmunoTherapeutics, Inc. has appointed Jay Sial as its chief administrative officer, effective July 15, 2021. "Jay has a long and impressive history managing the finances of multiple health systems and hospitals and leading the financial transformation of complex organizations through prudent management and strategic activities, including fundraising, business development and facilities management. We are truly fortunate to have him join the team at Brooklyn ImmunoTherapeutics," commented Howard J. Federoff, M.D., Ph.D., Brooklyn's chief executive officer and president. "I am honored to be joining Brooklyn ImmunoTherapeutics which is using cutting edge mRNA based gene editing and cellular reprogramming tools and look forward to helping the team bring these therapies to cancer patients," said Mr. Sial regarding his new role with Brooklyn. Prior to joining Brooklyn, Mr. Sial served as chief financial officer at Aspen Neurosciences, a privately-held emerging biotechnology company. Before that he served as chief financial officer at multiple complex organizations, including University of California Irvine Health, Trinity Health/Loyola University Health System and University of Kentucky Healthcare. He also served in key financial and management roles at Thomas Jefferson University Hospital and FHP, Inc., a health maintenance organization (HMO) based in Fountain Valley, California. He holds a Master's of Business Administration (Finance) from Virginia Tech and a Bachelor of Arts degree in Economics and Accounting from University of Delhi, India. Under the terms of the employment agreement, the Company will pay Mr. Sial an annual base salary of $350,000, which amount is subject to annual review by the board or the compensation committee and subject to adjustment to reflect market practices among the Company's peers in the sole discretion of the board or the compensation committee. Mr. Sial will be eligible to receive an annual cash bonus award in an amount up to 35% of his base salary upon achievement of reasonable performance targets set by the board or the compensation committee, each in its sole discretion. The bonus will be determined by the board or the compensation committee and paid annually in March in the year following the performance year on which such bonus is based. About Brooklyn ImmunoTherapeutics Brooklyn (formerly NTN Buzztime, Inc.) is focused on exploring the role that cytokine-based therapy can have in treating patients with cancer, both as a single agent and in combination with other anti-cancer therapies. The company is also exploring opportunities to advance therapies using leading edge gene editing/cell therapy technology through its option agreement with Factor Bioscience/Novellus. Brooklyn's most advanced program is studying the safety and efficacy of IRX-2 in patients with head and neck cancer. In a Phase 2A clinical trial in head and neck cancer, IRX-2 demonstrated an overall survival benefit. Additional studies are either underway or planned in other solid tumor cancer indications. NTN Buzztime reported a net loss of $4.41 million for the year ended Dec. 31, 2020, compared to a net loss of $2.05 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $3.74 million in total assets, $2.89 million in total liabilities, and $851,000 in total shareholders' equity. San Diego, California-based Baker Tilly US, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 11, 2021, citing that the Company incurred a significant net loss for the year ended Dec. 31, 2020 and as of Dec. 31, 2020 had a negative working capital balance, and does not expect to have sufficient cash or working capital resources to fund operations for the twelve-month period subsequent to the issuance date of these financial statements. These factors raise substantial doubt about the Company's ability to continue as a going concern. CAMPBELL'S TNT: Gets OK to Hire Gaylon W. Drake as Accountant ------------------------------------------------------------- Campbell's TNT, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Gaylon Drake, a certified public accountant at Gaylon Drake, CPA Professional Company. The Debtor needs the assistance of an accountant to prepare its tax returns and monthly operating reports. The hourly rates of the accounting firm's professionals are as follows: Senior Accountant $275 per hour Junior Accountants $150 per hour Bookkeeper $125 per hour Mr. Drake disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Gaylon W. Drake, CPA Gaylon Drake, CPA Professional Company 18689 US Highway 31 Cullman, AL 35058 Telephone: (256) 734-9342 About Campbell's TNT Campbell's TNT, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 21-00858) on April 7, 2021, listing under $1 million in both assets and liabilities. Richard Campbell, president, signed the petition. Judge D. Sims Crawford oversees the case. The Debtor tapped Richard L. Collins, Esq., as legal counsel and Gaylon Drake, CPA Professional Company as accountant. CANNABICS PHARMACEUTICALS: Appoints New Independent Director ------------------------------------------------------------ The Board of Directors of Cannabics Pharmaceuticals Inc. has appointed Dr. Gil Feiler as an independent Board member, joining Dr. Inbar Maymon Pomeranchik. Dr. Gil Feiler, 63, brings over 25 years of executive experience of the highest caliber. He is the director of the Bank of Georgia, formerly Board member of First International Bank of Israel, advisor for the government of Ras Al Khaimah, UAE, Alumni of the US State Dept International Visitor Leadership Program, as well as known author of numerous publications on regional economics and business relations. Mr. Feiler holds a BA, master's degree and PhD from University of Tel Aviv. Mr. Feiler is also the head of the company's Advisory Board. About Cannabics Cannabics Pharmaceuticals Inc., based in Bethesda, Maryland, is dedicated to the development and licensing of personalized cannabinoid-based treatments and therapies. The Company's main focus is development and marketing innovative bioinformatic delivery systems for cannabinoids, personalized medicine therapies and procedures based on cannabis originated compounds and bioinformatics tools. The parent Company Cannabics Inc was founded by a group of Israeli researchers from the fields of cancer research, pharmacology and molecular biology. Cannabics reported a net loss of $7.47 million for the year ended Aug. 31, 2020, compared to net income of $1.13 million for the year ended Aug. 31, 2019. As of May 31, 2021, the Company had $3.80 million in total assets, $1.47 million in total current liabilities, and $2.33 million in total stockholders' equity. Weinstein International. C.P.A., in Tel - Aviv, Israel, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 4, 2020, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CANNTRUST HOLDINGS: Canadian Court OKs Plan for Cannabis Company ---------------------------------------------------------------- Law360 reports that Ontario's Superior Court of Justice has approved a revised reorganization plan put forth by Canadian cannabis company CannTrust Holdings Inc., the company announced Friday, July 16, 2021. In a statement, the company said it hoped the latest development in its restructuring proceedings will put it on track to start implementing its amended reorganization plan within three to five months, noting that that timeline was dependent on factors including approval of the plan by a U.S. court handling a class action against the company. CannTrust didn't identify the class action in its statement, but it is currently litigating with shareholders in New York federal court. About CannTrust Holdings CannTrust Holdings Inc. -- https://www.canntrust.ca/ -- operates as a pharmaceutical company. The Company develops and produces medical cannabis for health care sectors. CannTrust also supports ongoing patient education. CannTrust serves patients in Canada. CannTrust Holdings Inc. in April 2020 commenced with the Ontario Superior Court of Justice (Commercial List) proceedings under the Companies' Creditors Arrangement Act (Canada). CannTrust was selected Ernst & Young Inc. as monitor in the CCAA proceedings. The Ontario Court granted an order staying creditors of CannTrust, CannTrust Inc., CTI Holdings (Osoyoos) Inc., and Elmcliffe Investments Inc., as well as the plaintiffs in the putative class actions and other litigation brought against the Companies, from enforcing their claims. CannTrust remains under CCAA protection. CARLA'S PASTA: May Use Cash Collateral to Pay Citation Penalty -------------------------------------------------------------- Carla's Pasta, Inc. and Suri Realty, LLC asked the Bankruptcy Court to use cash collateral outside of the ordinary course of business to pay a Citation and Notification of Penalty, dated June 17, 2021, aggregating $57,929 to the Department of Labor - Occupational Safety and Health Administration (OSHA) with respect to violations identified between March 22, 2021 and June 17, 2021. The Debtors intend to deliver the Payment to OSHA on or before the August 4 deadline. The Debtors have previously disclosed that on March 22, 2021, an industrial accident occurred at the Debtors' former manufacturing facility at 50 Talbot Lane, South Windsor, Connecticut. Immediately thereafter, the Debtors gave notice to OSHA and fully participated and cooperated with OSHA's extensive three-month investigation of the Facility and the Debtors' operations. The Debtors have conferred with their senior secured lenders and the Official Committee of Unsecured Creditors concerning the Citation and the request to use the cash collateral. The Lenders and Committee consented to such use. A copy of the motion is available for free at https://bit.ly/3kpKw9o from Stretto, claims agent. The Court granted the Debtors' request. About Carla's Pasta and Suri Realty Carla's Pasta Inc. is a family-owned and operated business headquartered in South Windsor, Conn. It manufactures food products including pasta sheets, tortellini, ravioli, and steam bag meals for branded and private label retail, foodservice distributors, and restaurant. Founded in 1978 by Carla Squatrito, Carla's Pasta's stock is held by members of the Squatrito family. On Dec. 31, 2016, Carla's Pasta acquired 100% of Suri Realty, LLC's membership interests. Suri's business is limited to the ownership of two adjoining parcels of real property located at 50 Talbot Lane and 280 Nut, meg Road, South Windsor, Conn. Carla's Pasta operates its business from an approximately the 150,000-square-foot BRC+ certified production facility. On Oct. 29, 2020, an involuntary petition for relief under Chapter 7 of the Bankruptcy Code was filed against Suri by Dennis Group, HJ Norris, LLC, Renaissance Builders, Inc., and Elm Electrical, Inc. On Dec. 17, the Court approved Suri's request and converted the involuntary Chapter 7 case to one under Chapter 11. Carla's Pasta filed a Chapter 11 petition (Bankr. D. Conn. Case No. 21-20111) on Feb. 8, 2021. It estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. The cases are jointly administered under Case No. 21-20111. Judge James J. Tancredi oversees the cases. The Debtors tapped Locke Lord LLP as their legal counsel, Verdolino & Lowey, PC as accountant, Cowen & Co. as investment banker, and Novo Advisors, LLC as financial advisor. Sandeep Gupta of Novo Advisors is the Debtors' chief restructuring officer. CHANNEL CLARITY: Taps Crane, Simon, Clar & Goodman as Legal Counsel ------------------------------------------------------------------- Channel Clarity Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Crane, Simon, Clar & Goodman to serve as legal counsel in its Chapter 11 case. The firm will render these legal services: (a) prepare legal papers; (b) advise the Debtor regarding its rights and duties involving its property and reorganization efforts; (c) appear in court and litigate whenever necessary; and (d) perform any and all other necessary legal services. The hourly rates of the firm's attorneys are as follows: Arthur G. Simon $520 per hour Scott R. Clar $520 per hour Karen R. Goodman $520 per hour Jacob D. Comrov $300 per hour John H. Redfield $400 per hour Prior to the petition date, the firm received $18,448 as an advance payment retainer from the Debtor. Scott Clar, Esq., 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: Scott R. Clar, Esq. Crane, Simon, Clar & Goodman 135 S. LaSalle Street, Suite 3950 Chicago, IL 60603 Telephone: (312) 641-6777 Facsimile: (312) 641-7114 Email: sclar@cranesimon.com About Channel Clarity Holdings Chicago-based Channel Clarity Holdings, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-07972) on June 30, 2021. Brock Flagstad, managing member, signed the petition. At the time of the filing, the Debtor disclosed $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Lashonda A. Hunt oversees the case. Crane, Simon, Clar & Goodman represents the Debtor as legal counsel. CLUBHOUSE MEDIA: Signs Joint Services Deal With FinTekk, RWR ------------------------------------------------------------ Clubhouse Media Group, Inc. had entered into a Joint Services Agreement with FinTekk AP, LLC, a Texas limited liability company, and Rick Ware Racing, LLC, a North Carolina limited liability company. FinTekk and RWR are professional motorsports racing and marketing companies providing services focused specifically in the NASCAR Cup Series, NASCAR Xfinity Series, the IndyCar Racing Series, and the IMSA Sports Car Championship Series. Pursuant to the Agreement, FinTekk and RWR agreed to provide certain services to the Company, and the Company agreed to provide certain services to RWR. In general, FinTekk will provide the Company with marketing and branding consulting services utilizing the RWR racing platform, and will promote the Company as the primary brand for the NASCAR race events in which RWR participates in conjunction with the RWR platform. RWR will provide racing car drivers as well as NASCAR and development team drivers and athletes currently competing in motor racing; and RWR will engage and integrate its social media team with the Company team members to collaborate, promote and market the Company to the racing fan bases of NASCAR and IndyCar through the use of each other's social and digital media platforms. The Company will engage and integrate its social media/influencer member network and production teams with RWR team members to collaborate, promote and market RWR racing efforts and racing and driver story lines through various media platforms operated or familiar to the Company. The respective services of the parties under the Agreement will apply with respect to 11 races occurring from July 18, 2021 to Sept. 26, 2021; and the compensation under the Agreement for the respective services is payable with respect to each of the Events, as follows: * In return for the provision by FinTekk of its services, for each Event the Company will issue FinTekk 51,146 shares of the Company's common stock, which will be issued on the first business day following the completion of the applicable Event. * In return for the provision by RWR of its services, for each Event the Company will pay RWR $113,636, which shall be due and payable to RWR on the first business day following the completion of the applicable Event. * In return for the provision by the Company of its services, for each Event RWR will pay the Company $90,909, which will be due and payable to the Company on the second business day following the completion of the applicable Event. Any party may terminate the Agreement for convenience after 50% of the events have concluded and with two weeks' prior written notice to the other parties. In addition, the Agreement may be terminated at any time by a party, with notice to the other parties, in the event that another other party materially breaches the terms or conditions of the Agreement, and such breach is either not capable of cure or, if capable of cure, is not cured within three days of written notice to the breaching party. Upon the termination or expiration of the Agreement, the parties will have no further obligations hereunder other than those which arose prior to such termination or which are explicitly set forth in the Agreement as surviving any such termination or expiration. The Agreement contains customary representations and warranties of the parties, and customary provisions relating to confidentiality obligations, indemnification, and miscellaneous provisions. About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. operates a global network of professionally run content houses, each of which has its own brand, influencer cohort and production capabilities. The Company offers management, production and deal-making services to its handpicked influencers, a management division for individual influencer clients, and an investment arm for joint ventures and acquisitions for companies in the social media influencer space. Its management team consists of successful entrepreneurs with financial, legal, marketing, and digital content creation expertise. C lubhouse Media reported a net loss of $2.58 million for the year ended Dec. 31, 2020, compared to a net loss of $74,764 for the year ended Dec. 31, 2019. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 15, 2021, citing that the Company has net losses and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. COGECO COMMUNICATIONS: S&P Affirms 'BB' ICR, Outlook Stable ----------------------------------------------------------- S&P Global Ratings affirmed all ratings on U.S. cable operator Cogeco Communications (USA) Inc. (doing business as Atlantic Broadband, or ABB), including the 'BB' issuer credit rating. S&P said, "We also assigned our 'BB' issue-level rating and '3' recovery rating to Cogeco Financing 2 LP's (subsidiary of ABB) proposed $900 million incremental first-lien term loan due in 2028. "In addition, we revised our downgrade threshold for the stand-alone credit profile (SACP) for ABB to 6x from 6.25x due to less favorable characteristics of acquired overbuilt assets. "The stable outlook reflects our view that while we expect ABB's leverage to decline to the low- to mid-5x in 2022 on continued earnings growth driven by increasing demand for its high-margin internet service, the potential for any ratings movement is limited by the rating on the parent." Cogeco Communications plans to acquire WideOpenWest's (WOW's) Cleveland and Columbus, Ohio overbuilder assets in a transaction valued at about $1.1 billion. The company will fund the acquisition and related transaction and debt issuance costs with a $900 million incremental first-lien term loan and about $255 million of cash on hand, which will cause its pro forma debt to EBITDA to rise to about 5.8x from 4.4x as of May 31, 2021 (debt includes Caisse de depot et placement du Quebec minority interest). S&P said, "We view the WOW assets less favorably than ABB's incumbent network. We believe ABB will need to invest more than incumbent cable operator Charter Communications, translating to lower margins and free cash flow generation. In addition, AT&T operates in these markets and is capable of offering 1 Gbps speeds in 30% of the footprint, which could increase over time with expanded fiber-to-the-home plans. Still, we believe the WOW assets will benefit from the structural shift to high-speed connectivity as a result of the pandemic. In addition, the $140 million in tax benefits connected with the transaction will reduce future income taxes over the next several years. "We expect ABB's business to be more in line with Midcontinent Communications (Midco) following the acquisition. We believe both will have a similar competitive overlap with overbuilder/fiber providers, which should translate to EBITDA margins in the mid-40% area. In addition, when the transaction closes, we expect ABB's HSD penetration rate will decline to the mid-40% area from mid-50%, modestly lower than that of Midco. Still, we expect ABB's video penetration rates to be modestly higher than Midco, as the company continues to deemphasize video, unlike ABB. "We believe ABB's broadband competitive advantage in its incumbent markets will continue to increase in importance as data consumption increases. Americans increasingly rely on fast internet connections to watch TV online, conduct virtual business meetings, interact socially, and educate remotely. We believe the shift toward higher-speed broadband will persist beyond the COVID-19 pandemic, which served only to accelerate these inevitable trends. Importantly, we estimate ABB faces competition capable of delivering comparable speeds in only 20%-25% of its incumbent footprint, which accounts for approximately 80% of pro forma earnings. "We expect leverage to decline to the low- to mid-5x in 2022 from 5.8x pro forma the acquisition. However, the rating on the parent limits any near-term movement in the rating on ABB. We incorporate a notch of support from the parent because we believe Cogeco will likely support the business in times of stress. However, at current the rating (and assuming the parent rating is unchanged) the SACP would need to move multiple notches in either direction to have an impact on the issuer credit rating on ABB. "Our adjusted leverage metrics include the preferred equity from institutional investor Caisse de depot et placement du Québec (CDPQ). We treat CDPQ's $315 million 21% equity stake in Cogeco as a debt-like obligation, which adds about 7/10 of a turn of leverage to our leverage calculations. Therefore, we believe that ABB would generally not increase leverage to above 5.5x, which translates to about 6.2x on an S&P Global Ratings'-adjusted basis. "Our stable outlook reflects our expectation that the company will benefit from solid growth from HSD in the near term, and that competitive dynamics in its legacy territories will remain favorable relative to other larger incumbent cable operators. We expect leverage to decline to the low- to mid-5x area in 2022 from 5.8x pro forma the acquisition of the WOW assets. "A downgrade is unlikely because strategically important subsidiaries such as ABB receive up to three notches of uplift (subject to a cap one notch below the 'bb+' group credit profile). Therefore, the most likely path to a downgrade would involve downgrading the parent. Separately, we could lower the SACP if leverage rises above 6x, which we view as unlikely given favorable operating trends with predictable EBITDA growth over the next year. This would not affect the issuer credit rating on ABB unless we revise the SACP down more than two notches. "An upgrade is unlikely because we cap the rating one notch below the 'BB+' rating on the parent. Therefore, the most likely path to an upgrade involves upgrading the parent. Separately, we could revise our SACP if management commits to maintaining leverage below 5x on a sustained basis, which we view as unlikely given the potential for debt-financed acquisitions at ABB. This would not affect the 'BB' issuer credit rating unless we raise the SACP two notches, in line with the parent, which is highly unlikely." COMMUNITY ECO: Ch. 11 Filing Won't Keep Owner from Operating Plant ------------------------------------------------------------------ Tony Dobrowolski of The Berkshire Eagle reports that the owner of Pittsfield, Massachusetts' aging waste-to-energy plant recently filed for bankruptcy, but Community Eco Power still is planning to operate the facility for the foreseeable future. Mayor Linda Tyer and a lawyer who represents Community Eco Power in its Chapter 11 bankruptcy protection filing said the company plans to continue operating the 40-year-old facility through the current legal proceedings and beyond. "That is absolutely the plan," said attorney Sam Anderson of the law firm Bernstein Shur of Portland, Maine, which represents Community Eco Power. The company filed for Chapter 11 on June 25, 021 in Massachusetts Bankruptcy Court. "What they’ve told us is, this is a restructuring of their debt," Tyer said. In addition to keeping the plant open, Community Eco Power also plans to keep the workforce at its current level, Tyer said. As of June 18, 2021. Pittsfield’s plant had 21 employees. Six of them are salaried employees, while the remaining 15 receive hourly salary compensation, according to the bankruptcy filing. Community Eco Power, based in North Carolina, purchased Covanta Energy Corp.'s waste-to-energy plants in Pittsfield and Agawam in 2019. The company filed for Chapter 11 because deferred maintenance on the Pittsfield facility was "a little bit higher than they expected it to be," Anderson said. "Because of that, they had to take out loans." According to the filing, Community Eco Power diligently explored a "range of options" to address its cash-flow problems to satisfy its "debt and operational obligations" before deciding to file for Chapter 11. Companies that file for Chapter 11 usually do so in order to stay in business. These cases often are referred to as "reorganization" bankruptcies because the debtor typically files a reorganization plan so that it can continue to operate and pay its creditors over time. Community Eco Power filed for Chapter 11 while the city was negotiating its current waste-removal contract with the company. The negotiations had no bearing on Community Eco Power's decision to file for bankruptcy, and they continue, Tyer said. The city of Pittsfield is listed as one of the company’s 30-largest unsecured creditors in the filing. The city is owed $76,158 in water and sewer fees. Tyer said she believes that the money owed the city will be addressed in the restructuring plans. "I'm sure that's part of the restructuring of the debt," Tyer said. In its filing, Community Eco Power lists up to 200 creditors, and up to $50,000 in assets. The company also owes Cintas Corp. of Lee $25,492 in "trade debt" and Berkshire Bank $1.34 million through a Paycheck Protection Program loan it received through the bank during the second round of the program and that was guaranteed by the U.S. Small Business Administration. Payment of that debt is subject to a forgiveness application that had not been resolved at the time Community Eco Power had filed for bankruptcy. In summer 2016, Covanta announced that it planned to close Pittsfield's plant by March 2017 because the facility's size and high operating costs made it difficult to operate profitably. But, the city and Covanta later reached a deal to keep the plant open for four more years. The city agreed to appropriate $562,000 in Pittsfield Economic Development Authority money to upgrade the facility to state and environmental standards so that it could remain profitable. Pittsfield's waste-to-energy facility was built by Vicon Corp. in 1981. It was sold to Energy Answers in 1994, then came under Covanta's ownership in 2007, when that company purchased Energy Answers. According to Eagle files, Pittsfield's waste-to-energy facility is one of the oldest such plants in the country. About Community Eco Power Community Eco Power, LLC and affiliates, Community Eco Pittsfield, LLC and Community Eco Springfield, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-30234) on June 25, 2021. Their cases are jointly administered under Community Eco Power, LLC On the Petition Date, Community Eco Power disclosed up to $50,000 in assets and up to $10 million in liabilities. Affiliates, Community Eco Pittsfield and Community Eco Springfield each disclosed $1 million to $10 million in both assets and liabilities. The petitions were signed by Richard Fish, president and chief executive officer. D. Sam Anderson, Esq., Adam R. Prescott, Esq., and Kyle D. Smith, Esq. at Bernstein, Shur, Sawyer and Nelson, PA, serve as the Debtor's counsel. COOLSYS INC: Moody's Affirms B3 CFR & Rates New First Lien Loans B3 ------------------------------------------------------------------- Moody's Investors Service affirmed ratings for CoolSys, Inc., including a B3 Corporate Family Rating and a B3-PD Probability of Default Rating. Concurrently, Moody's assigned B3 ratings to the company's proposed $360 million senior secured first lien term loan B and $80 million senior secured first lien delayed draw term loan. The outlook is stable. CoolSys will utilize proceeds from the proposed term loan to refinance the company's existing debt, including the $262 million senior secured first lien term loan and $40 million delay draw term loan ($30 million of which was drawn as of June 30, 2021). A portion of the proceeds will also be used to fund the acquisition of a company that provides commercial refrigeration service and installation for grocery and supermarket clients. The company has a $35 million cash revolver that had $30 million outstanding as of June 30, 2021, which will be replaced with a new $70 million senior secured first lien asset-based lending ("ABL") revolver (not rated). The delayed draw term loan availability expires in 24 months. Proceeds from the delayed draw term loan can be used for permitted acquisitions, other permitted investments, and for capital expenditures, or to repay revolver borrowings incurred to fund the foregoing transactions. All ratings are subject to Moody's review of final documentation. Affirmations: Issuer: CoolSys, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Assignments: Issuer: CoolSys, Inc. Senior Secured First Lien Term Loan B, Assigned B3 (LGD4) Senior Secured First Lien Delayed Draw Term Loan, Assigned B3 (LGD4) Outlook Actions: Issuer: CoolSys, Inc. Outlook, Remains Stable RATINGS RATIONALE CoolSys' B3 CFR reflects the company's strong market position and recurring revenue base counterbalanced by its small scale and aggressive growth strategy through acquisitions. CoolSys is a leading provider of refrigeration and HVAC services in the US, primarily to grocery, retail, and foodservice end markets. The sector is highly fragmented, and CoolSys has gained market share mainly by being a consolidator over the past few years, a trend that will continue. Pro forma for the proposed refinancing debt/EBITDA leverage is high at 6.9x for the twelve months period ending March 31, 2021. Moody's leverage calculation excludes the $80 million delayed draw term loan and gives full year credit for recently closed acquisitions. Moody's projects the company will reduce debt-to-EBITDA leverage to around 5.8x by the end of fiscal 2021, mainly through earnings growth, driven by low single digit organic revenue growth. However, Moody's expects the company to utilize the delay draw term loan, which would delay deleveraging. CoolSys' broad geographic reach coupled with its status as a "one-stop-shop" is a competitive advantage over smaller local or regional players, because it allows the company to service large national or super regional customers. Furthermore, over half of revenue is generated from recurring maintenance service contracts, and CoolSys' longstanding relationships with its key customers with high retention rates of 98%, supports revenue stability. However, the rating also reflects the company's small scale with annual revenue of around $683 million expected for this year, and its aggressive growth strategy through debt funded acquisitions. Furthermore, CoolSys's roll-up strategy will continue to pressure free cash flows because of on-going cash charges related to acquisitions. The rating also reflects the company's exposure to cyclical client spending, customer concentration highlighted by its top 10 customers generating a material portion of the revenue, and aggressive financial strategies under private equity ownership. The company's liquidity is adequate, characterized by minimal cash balances, and access to its $70 million ABL revolver (undrawn at close) that provides flexibility to manage seasonal operating cash flow volatility. The stable outlook reflects Moody's expectation that the company will grow revenue by low single digits organically while gradually improving profit margins and credit metrics over the next 12-18 months. The company has been able to execute on a pricing strategy that employs a menu based pricing dependent on the specific services to be used and has successfully increased prices for some of the largest customers. Moody's also expects the company will continue executing its acquisition strategy prudently with minimal disruption both operationally and financially. Moody's expects that the company can generate positive free cash flow on an annual basis on an organic basis and FCF to debt is projected to be in the 3% area for this year and next year. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company meaningfully increases its scale and customer diversification while debt/EBITDA is sustained below 5.5x and free cash flow/debt above 5%. In addition, a ratings upgrade will require financial strategies that support credit metrics at those levels, and good liquidity. Ratings could be downgraded if revenue growth slows materially, profitability deteriorates or the company loses a major customer such that debt/EBITDA is sustained above 6.5x or EBITA/interest is below 1.0x. Ratings could also be downgraded if liquidity weakens for any reason, if the company continues to generate negative free cash flow, or the company's financial strategies become more aggressive, including undertaking a large debt-financed acquisition or dividend distribution. As proposed, the new credit facility is expected to provide covenant flexibility that could adversely affect creditors. Notable terms include incremental debt capacity up to the greater of $68.4 million and 100% LTM Consolidated Adjusted EBITDA for the most recently ended fiscal quarter, plus any amounts available under the general debt basket, plus unlimited amounts subject to 5.0x First Lien Net Leverage Ratio (if pari passu secured). Amounts up to either (a) an amount that does not exceed the greater of 50% of Closing Date EBITDA and 50% of LTM Consolidated Adjusted EBITDA, or (b) amounts not exceeding 5.0x First Lien Net Leverage Ratio, may be incurred with an earlier maturity date than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject up to the carve-out capacities and other conditions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement can be materially different. Headquartered in Brea, California, CoolSys is a leading independent provider of HVAC and refrigeration services in the US, mainly for grocery, retail, foodservice, convenience, and other end markets. The company is majority owned by private equity sponsor Ares Management. Actual revenue (not pro forma for recent acquisitions) was over $500 million for the twelve months ended June 30, 2021. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. COOLSYS INC: S&P Affirms 'B-' Issuer Credit Rating on Refinancing ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Calif.-based heating, ventilation, air conditioning, and refrigeration services (HVAC/R) provider CoolSys Inc. and assigned its 'B-' issue-level rating and '3' recovery rating to the proposed senior secured term loans. S&P said, "The stable outlook reflects our expectation for solid execution and credit metrics improvement over the next 12 months, as the company integrates recent acquisitions, realizes benefits from its cost-saving program, and high acquisition and consulting expenses roll off. Consequently, we anticipate that CoolSys' adjusted EBITDA margins will recover to the low- to mid- single digit percent range and modest reported free operating cash flow (FOCF) in 2021. "Operating performance and cash flow generation have been weaker than expected at deal origination; however, we expect operating trends to improve as the impact of the pandemic diminishes and cost reductions are realized. In 2020, the company reported modest free operating cash flow deficits compared to our original expectation for modest FOCF generation. Adjusted leverage is well over our previous expectations of mid-8x given the higher-than-expected operating cost and the adverse revenue impact of the COVID-19 pandemic. However, operating trends are improving as the economy rebounds and the company realizes the benefits of its business improvement initiatives. We expect S&P Ratings' adjusted EBITDA margins to improve to the high-single digit percent area in 2021, from 2% in 2020, resulting from a 6% increase in organic revenue, lower acquisition-related and consulting expenses, and cost reductions. Nevertheless, revenue mix-shifts to lower-margin services such as pick up in the installation segment work, which will likely limit margin improvements. Additionally, FOCF generation will likely remain modest over the next 12 to 24 months as the company pursues its acquisition-based growth strategy and increases its business investments. In 2021, we expect adjusted leverage to decline to the high-8x range and adjusted FOCF -to debt to improve to the low-single digit area, from well over 10x and negative 0.7% in 2020, respectively. In 2022, despite higher margins resulting from the improved cost structure, higher business investments, and increased debt service will constrain cash flow generation. As a result, we are forecasting modest reported FOCF-to-debt in the low-single digit percent area. "Ongoing debt-financed acquisitions will likely result in modest debt leverage reduction over the next 12 to 24 months. We expect adjusted leverage to be sustained in the high-single-digit range over the next 12 months. The new $80 million delayed-draw facility doubles the availability to fund acquisitions and we assume that mergers and acquisitions will remain an integral part of CoolSys' growth strategy given the relatively favorable return economics compared to greenfield expansion. CoolSys completed about a dozen acquisitions over the past two years--a strategy that has resulted in 50% top-line growth since 2018. We view integration and execution risk as relatively high as the company broadens its footprint and invests in its management infrastructure." However, CoolSys typically retains key entrepreneurial talent and often requires the alignment of interest through equity rollovers, which supports acquisition integration needs. Financial sponsor, Ares Management Corp., controls the company. S&P's ratings also reflect the elevated financial policy and operational risk as Ares pursues its aggressive industry consolidation growth initiatives and champions business and operational improvement investments. S&P said, "We believe the company is well-positioned to consolidate the industry. Overall, we believe CoolSys is well-positioned for growth because of its long-term customer relationships and national scale." CoolSys competes in a highly fragmented market with more than 1,000 smaller competitors, allowing for a viable mergers and acquisitions growth strategy if EBITDA purchase multiples remain stable. Moreover, positive tailwinds coming out of the COVID-19 pandemic as well as cultural shifts could provide steady demand for HVAC and refrigeration services. For example, the change in consumer preferences for healthy, fresh, and prepared foods will likely require increased floor space attributed to perishable and refrigerated foods. Additionally, the growth of online grocery fulfillment requires refrigeration at a staging location. The HVAC segment's growth is also supported by the heightened awareness of indoor ventilation raised by the pandemic and higher energy efficiency needs, driving the movement toward newer or retrofitted models. S&P said, "The stable outlook reflects our expectation for solid execution and credit metrics improvement over the next 12 months, as the company integrates recent acquisitions, realizes benefits from its cost-saving program, and high acquisition and consulting expenses roll-off. Consequently, we anticipate that CoolSys' adjusted EBITDA margins will recover to the low- to mid- single-digit percent range and modest reported free operating cash flow (FOCF) in 2021." S&P could lower its rating if: -- Operating performance deteriorates such that S&P expects sustained FOCF deficits; -- S&P expects liquidity to fall and remain below $20 million; -- Intense price-based competition or ongoing business investments result in modest improvement in EBITDA margins; or -- The company pursues aggressive debt-funded shareholder return initiatives. S&P said, "Additionally, we could lower our ratings if we conclude the company's capital structure to be unsustainable or expect a payment default over the next 12 months. "Although unlikely over the next year given the company's high debt leverage, we could raise the rating if CoolSys' operating performance significantly exceeds our expectations through a sizeable increase in scale and a strong ability to cross-sell its services. In this scenario, stronger EBITDA growth translates to adjusted debt to EBITDA sustained below 6.0x and FOCF to debt sustained above 5%." CRC INVESTMENTS: May Use Cash Collateral Thru August 31 ------------------------------------------------------- Judge Lena Mansori James authorized CRC Investments, LLC to use cash collateral on an interim basis for the period through including August 31, 2021, in the amounts and for the purposes set forth in the interim budget, to pay on-going costs of operating the business and insuring, preserving, repairing and protecting all its tangible assets. The budget provided for the following costs and expenses for July and August 2021: July 2021: Cost of Goods Sold $1,690 Total Expenses $27,050 One-time Expenses $14,935 August 2021: Cost of Goods Sold $1,370 Total Expenses $27,058 Judge James ruled that secured parties (i) Portfolio Holdings IV-NC, LLC; (ii) the Internal Revenue Service; and (iii) the U.S. Small Business Administration are granted a perfected replacement lien in all post-petition assets of the Debtor to the same extent and priority as existed prepetition for the diminution in value of the Secured Parties' collateral occasioned by the Debtors' use of Cash Collateral. The Debtor is also required to pay all applicable insurance premiums, taxes, and other governmental charges as they come due and make all tax deposits and file all applicable tax returns on a timely basis, as a form of adequate protection. Portfolio, through its acquisition of a Bank of America loan, holds a note and deed of trust against the Debtor's real property located at 85 Pine Crest Lane, Tryon, in Polk County, North Carolina. Portfolio asserts a security interest in rents pursuant to its deed of trust. The Debtor owes taxes, penalties, and interest to the IRS which is now covered with a secured lien by the IRS. In connection with its business operations, the Debtor obtained an EIDL (Economic Injury Disaster Loan) from SBA, secured by a lien upon the Debtor's personal property and fixtures. As of the Petition Date, the IRS was owed approximately $509,757; the SBA was owed approximately $126,500; and Portfolio was owed approximately $1,100,000. Notwithstanding any suspension or termination of the right to use cash collateral, the Court ruled that the Debtor shall be permitted to carve out from cash collateral or any replacement collateral and use an aggregate amount necessary to pay all permitted trailing expenses. Permitted trailing expenses are, on the termination date, the costs of operating and preserving the estate, including allowed administrative fees, costs, or expenses, to the extent incurred postpetition and prior to such termination date but in the aggregate amount not to exceed 110% of the aggregate amounts set forth in the budget through such termination date. In addition to budgeted amounts, permitted trailing expenses shall include court costs and quarterly Chapter 11 fees as allowed by the Court. A copy of the third interim order is available at https://bit.ly/2UpQiNJ from PacerMonitor.com at no charge. A further hearing on the motion will be held at 2 p.m. (Eastern) on August 31, 2021, in the Courtroom located at 601 W. 4th Street, Winston Salem, North Carolina. About CRC Investments CRC Investments, LLC, d/b/a 1906 Pine Crest Inn and Restaurant, filed a petition under Subchapter V of Chapter 11 (Bankr. M.D. N.C. Case No. 21-80172) on May 6, 2021, estimating between $1,000,000 and $10 million in assets and liabilities. The petition was signed by Carl Ray Caudie, Jr., general manager. Judge Lena Mansori James oversees the case. Joshua H. Bennett, Esq., at Bennett Guthrie PLLC, represents the Debtor as counsel. CRIMSONBIKES LLC: Court Selects Trustee in Bankruptcy Case ---------------------------------------------------------- Steve Frothingham of Bicycle Retailer reports that CrimsonBikes is now in the hands of a Chapter 11 bankruptcy trustee after creditors including SmartEtailing and Giant Bicycle said store owner Charles James was mismanaging it and appeared to be shuffling assets between several companies he owns. Last 2020, SmartEtailing sued the Cambridge store in a Minnesota court to recover at least $400,000 in credit card chargebacks. In a statement to BRAIN about the Minnesota suit, CrimsonBikes said it had gone to "extraordinary lengths to get bicycles or refunds to customers" during the pandemic-driven sales surge. But the statement said by last fall "the system broke down between CrimsonBikes, SmartEtailing, and Stripe, the credit payment processor." In March 2021. SmartEtailing and two other creditors filed an involuntary Chapter 7 petition against CrimsonBikes. SmartEtailing, which said it was by then owed about $650,000, was joined by a Massachusetts consumer who said he paid $1,061 for a bike he never received, and CVI-TCB Commercial, the owner of a Boston-area nonprofit real estate development organization. In the petition, CVI-TCB said CrimsonBikes owed it $200,000 and was in breach of contract. Giant was not a party in the Chapter 7 petition. A Chapter 7 bankruptcy would have led quickly to liquidation of the business, but in May the court granted CrimsonBikes' request to convert the case to Chapter 11, which allows for a reorganization. Chapter 11 cases do not always have a court-appointed trustee, who acts like the business's chief executive on behalf of creditors. But under some circumstances the court will appoint one. At a June 22 virtual meeting of creditors, James and his attorney, John M. McAuliffe, the creditors questioned James about financial records he could not produce and about three intertwined businesses. James said he was the principal in an e-commerce business, CrimsonBikes, LLC, formed first in 2015 as a student bike program when James was a Harvard University student. He later formed a brick-and-mortar business, BeSpoke, and a bicycle-importing business formed last year called CrimsonBikes Imports. He revealed that CrimsonBikes LLC had recently laid off most of its employees but said they were offered work through BeSpoke. CrimsonBikes LLC is currently the only business named in the bankruptcy filings. Soon after that meeting, creditors including SmartEtailing, Giant, and CVI-TCB asked the court to appoint a trustee, saying transfers between the business entities appeared fraudulent and that James' inability to produce financial records was evidence of "prolonged gross mismanagement." James filed a response explaining the purpose of each of the businesses. He said all three operated under the tradename "CrimsonBikes" but they are separate and distinct entities and all transactions are recorded for each entity. Jamers' also said he maintained detailed records but was hampered in producing them by the involuntary bankruptcy and the pandemic. He said he would make all necessary records available by the end of July. At a video hearing last Friday US Bankruptcy Judge Janet E. Bostwick considered the motion to appoint a trustee. McAuliffe said his client did not oppose the appointment but said it was "critical" that the trustee consider restructuring the business rather than liquidate it. Bostwick agreed with the creditors that James' multiple business entities were troubling. "There's a clear conflict of interest for Mr. James. He's wearing three hats, he's moving property among the debtors and affiliates ... even if it's appropriate it gives rise to (concerns about) what's in the best interest of the creditors," Bostwick said. However, Bostwick said she would leave it to a trustee to investigate the situation. She also said the trustee would determine whether a liquidation or reorganization was in the best interest of the creditors. On Thursday she approved the appointment of Massachusetts attorney John J. Aquino as trustee. Besides Giant and SmartEtailing, CrimsonBikes' unsecured industry creditors include Bikeco (owed $44,000), Bern ($3,000), and Tifosi Optics ($1,100). According to a summary of assets and liabilities filed with the court June 15, CrimsonBikes has property worth $745,000. Claims secured by property total $597,000. Priority unsecured claims total $50,000 and non-priority unsecured claims total $1.8 million. About CrimsonBikes LLC CrimsonBikes, LLC, owns and operates a bicycle store in the Greater Boston area in Massachusetts. An involuntary Chapter 7 bankruptcy petition was filed against CrimsonBikes, LLC (Bankr. D. Mass. Case No. 21-10278) on March 3, 2021. The petition was filed by creditors SmartEtailing Inc., CVI-TCB Commercial LLC, and Michael Jaeger. The creditors are represented by Lynne B. Xerras, Esq., and Andrew E. Goloboy, Esq. On May 19, 2021, CrimsonBikes consented to the entry of an order for relief and moved the court to convert its case to one under Chapter 11 of the United States Bankruptcy Code. The court granted the motion to convert on May 21, 2021. Judge Janet E. Bostwick oversees the case. The Debtor tapped McAuliffe & Associates, PC as legal counsel and McCafferty & Company, PC as accountant. CURIA GLOBAL: Moody's Lowers CFR to 'B3' & Rates Loan Add-on 'B2' ----------------------------------------------------------------- Moody's Investors Service downgraded Albany Molecular Research, Inc.'s (d/b/a Curia Global, Inc., or "Curia") Corporate Family Rating to B3 from B2, and its Probability of Default Rating to B3-PD from B2-PD. Concurrently, Moody's affirmed B2 ratings on the existing senior secured first lien facility due 2024, and assigned a B2 rating to a $310 million first lien term loan add-on due 2026. The outlook is stable. The rating actions follow the announcement that Curia will utilize proceeds from a $310 million incremental first lien term loan and $340 million second lien term loan (unrated) to acquire Integrity Bio, Inc. ("Integrity") and LakePharma, Inc. (LakePharma"), pay related fees and expenses, and for general corporate purposes. The downgrade of the Corporate Family Rating to B3 from B2 reflects meaningful weakening in Curia's credit metrics, with a substantial increase in pro forma debt/EBITDA to 7.6x (up from 5.1x), as of June 30, 2021, on Moody's adjusted basis. The downgrade also reflects expected weakening of the company's cash flows over the next 12 to 18 months, constrained by incremental interest burden, growth capital expenditures, working capital outlays, and potential earnouts/deferred purchase price associated with the acquisitions of LakePharma and Integrity. That said, Moody's views these acquisitions and associated investments to be strategically sensible, which will benefit the credit profile over time. Moody's expects modest deleveraging driven primarily by earnings growth, given a strong backlog and favorable industry outlook. The affirmation of the B2 rating on the senior secured first lien debt reflects the expected benefit of the loss absorption support to the first lien credit facilities by the $340 million of new second lien debt (unrated). Following is a summary of Moody's rating actions for Albany Molecular Research, Inc.: New Assignments: Issuer: Albany Molecular Research, Inc. Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Ratings Downgraded: Issuer: Albany Molecular Research, Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Ratings Affirmed: Issuer: Albany Molecular Research, Inc. Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Albany Molecular Research, Inc. Outlook, Remains Stable RATINGS RATIONALE Curia's B3 Corporate Family Rating (CFR) reflects Moody's expectation that the company will operate with high financial leverage. For the LTM period ended June 30, 2021, Moody's estimates pro form debt/EBITDA of 7.6x incorporating the transactions. Moody's expects debt/EBITDA to decline to below 7.0 times, as the company continues to benefit from mid-single-digit organic growth, and business optimization plans, over the next 12-18 months. That said, Curia's earnings and cash flows are volatile due to fluctuating volumes and a high fixed cost structure of its manufacturing business. The rating also reflects the company's moderate, albeit increasing size, customer concentration and lower profit margins compared to larger contract development and manufacturing organizations. Curia's focus on complex API (Active Pharmaceutical Ingredients) and finished products partially mitigates the limited scale and customer concentration. Curia benefits from good production capabilities, geographic breadth, and a good industry growth outlook. The ratings also reflect Moody's expectation that the company's adequate liquidity profile will be supported by sizable cash balance and full access under the revolving facility, despite an expected increase in interest burden, growth capital expenditures and potential earnout payments, over the next 12-18 months. Social and governance considerations are material to Curia's credit profile. The credit profile reflects negative social risk as a result of the coronavirus outbreak given its risk to patient and service providers' health and safety. However, Moody's does not consider the contract research and manufacturing organization service providers to face the same level of social risk as many other healthcare providers. Among governance considerations, Curia's financial policies under private equity ownership are aggressive, reflected in high initial debt levels following the leveraged buy-out, as well as a strategy to supplement organic growth with largely debt-funded acquisitions. The stable outlook reflects Moody's expectation of modestly improving credit metrics and adequate liquidity, offset by very high financial leverage and volatility and risks inherent in the contract manufacturing business. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company successfully integrates recent acquisitions, and continues to increase its scale while effectively managing its growth. Quantitatively, debt/EBITDA sustained below 5.5 would support an upgrade. Strengthening of liquidity, supported by improvement in free cash flow could also support an upgrade. The ratings could be downgraded if operating performance deteriorates, if the company experiences challenges in integrating recent acquisitions, or if free cash flow becomes persistently negative. A downgrade could also occur if the company's liquidity erodes. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Albany Molecular Research, Inc. ("Curia") is a global contract research and manufacturing organization (CDMO) providing drug discovery, development, and manufacturing services. The company is owned by The Carlyle Group and GTCR LLC. For the LTM period ended March 31, 2021, the company generated revenues of approximately $855 million. CURIA GLOBAL: S&P Alters Outlook to Negative, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Curia Global Inc. and revised the outlook to negative from stable. S&P also affirmed its 'B' rating on the first-lien credit facilities. Albany, N.Y.-based pharmaceutical contract development and manufacturing organization (CDMO) Curia Global Inc. (formerly Albany Molecular Research Inc.) announced plans to acquire LakePharma, a biologics service provider, and Integrity Bio, a fill-finish CDMO. Curia plans to fund the transactions with debt. The company is issuing a $310 million incremental first-lien term loan due 2026 and a $340 million second-lien term loan due 2029 (unrated). S&P Global Ratings expects pro forma adjusted leverage to rise above 7x following the transactions, declining to about 6.5x-7x by the end of 2022. S&P said, "The negative outlook reflects credit measures that will be weak for the rating through 2022, limited capacity for underperformance, and risk to our base case of meaningful deleveraging over the next 12-18 months. We expect adjusted leverage of about 7.3x pro forma for the two transactions. There is limited cushion in the rating for underperformance or unforeseen one-time costs related to the integration. CDMO providers have substantial fixed costs, which can exacerbate the impact of disruptions on profitability. Moreover, CDMOs have some variability in revenues, as their facilities require intermittent shutdowns for maintenance to be compliant with the Food and Drug Administration's Current Good Manufacturing Practices. Additionally, capital expenditures can be substantial as the company pursues investments to broaden capacity and capabilities, though we estimate that about half of the company's capital expenditures are related to growth initiatives, which could be deferred or canceled if operating performance deteriorates. "We expect Curia will quickly leverage the acquired capacity, given increased demand for CDMO services as the industry emerges from the pandemic. Moreover, we see the new biologic (large molecule) capabilities meaningfully broadening the company's capabilities and its customer base, incrementally strengthening Curia's business. The acquisitions will increase scale and capacity to the company's fill-finish capabilities of proteins, vaccines and monoclonal antibodies. The acquisitions will also establish a footprint on West Coast. "The negative outlook reflects credit measures that will be weak for the rating through 2022, limited capacity for underperformance, and downside risk to our base case of meaningful deleveraging, over the next 12-18 months. "We could lower the rating if the company experiences challenges in achieving operational leverage of the newly acquired assets or unforeseen costs, from facility maintenance and expansion plans, such that we expect free operating cash flow (FOCF) to debt will remain below 3% and leverage will remain above 7x beyond 2022. "We could revise the outlook to stable in the next 12 months if the company reduces leverage to below 7x, while generating strong free cash flows in excess of 3% of debt." DEALER ACCESSORIES: Deborah Caruso of Rubin & Levin Named Trustee ----------------------------------------------------------------- Nancy J. Gargula, U.S. Trustee for Region 10, appointed Deborah J. Caruso as Subchapter V Trustee for Dealer Accessories, LLC. Ms. Caruso is a partner at Rubin & Levin. Ms. Caruso's contact information: Deborah J. Caruso Rubin & Levin 135 N. Pennsylvania St., Suite 1400 Indianapolis, IN 46204 Telephone: (317) 860-2928 Email: dcaruso@rubin-levin.net. A copy of the notice of appointment is available for free at https://bit.ly/3ksPWjV from PacerMonitor.com. About Dealer Accessories, LLC Dealer Accessories, LLC offers paint protection film designs, professional installations, and customer service. The company sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 21-03197) on July 12, 2021. On the Petition Date, the Debtor estimated $100,000 to $500,000 in assets and $1,000,000 to $10,000,000 in liabilities. The petition was signed by Kyle Owen, president. Judge James M. Carr presides over the case. KC Cohen, Lawyer, PC is the Debtor's counsel. DEALER ACCESSORIES: May Use Cash Collateral Until July 27 --------------------------------------------------------- Dealer Accessories, LLC sought and obtained permission to use cash collateral, including any amount held in an account that was subject to a garnishment order or any other form of consensual or nonconsensual lien. Judge James M. Carr authorized the Debtor to use up to $133,675 of cash collateral, pursuant to the approved budget, to be able to continue its business and to attempt a successful reorganization. The Debtor's authority to use the cash collateral shall terminate on the earlier to occur of (i) the date of occurrence of an event of default by the Debtor and the expiration of a five-business-day cure period, or (ii) July 27, 2021. The Debtor disclosed that its total cash collateral approximates $240,500 as of the Petition Date. A copy of the motion is available at https://bit.ly/3hGJO5H from PacerMonitor.com at no charge. Judge Carr ruled that Smarter Merchant and Bluepoint Funding shall be granted valid and fully perfected replacement liens in the cash collateral and in the postpetition property of the Debtor, of the same nature and to the same extent and in the same priority held in the cash collateral on the Petition Date. A copy of the interim order is available for free at https://bit.ly/3B4tMup from PacerMonitor.com. The Court will convene a final hearing on the motion on July 27, 201 at 10 a.m. EDT in Room 325, US Courthouse, 46 E. Ohio St., Indianapolis, Indiana. Objections must be filed on or before July 23. About Dealer Accessories, LLC Dealer Accessories, LLC, d/b/a ClearBra Indy, offers paint protection film designs, professional installations, and customer service. The company sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 21-03197) on July 12, 2021. On the Petition Date, the Debtor estimated $100,000 to $500,000 in assets and $1,000,000 to $10,000,000 in liabilities. The petition was signed by Kyle Owen, president. Judge James M. Carr presides over the case. KC Cohen, Lawyer, PC is the Debtor's counsel. DIRECTV FINANCING: S&P Rates New Senior Secured Notes 'BB' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level ratings and '2' recovery rating to DirecTV Financing LLC's proposed secured notes. The '2' recovery indicates S&P's expectation for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a payment default. Parent DirecTV Entertainment Holdings LLC (DTV) will be spun out from AT&T Inc. into a joint venture with private-equity sponsor TPG Capital. The company will use proceeds from the notes, together with a new proposed term loan, to pay down intracompany indebtedness owed to AT&T and to pay or fund the reimbursement of certain financing expenses and shared transaction expenses, immediately prior to the completion of the spin-out. E 4 FOOD: Gets Interim OK to Hire Adam D. Farber P.A. as Counsel ---------------------------------------------------------------- E 4 Food and Entertainment, Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ the Law Offices of Adam D. Farber, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) giving advice to the Debtor with respect to its powers and duties and the continued management of its business operations; (b) advising the Debtor with respect to 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 negotiations with creditors in the preparation of a Chapter 11 plan. The firm's hourly rates are as follows: Adam D. Farber, Esq. $400 per hour Paralegals $175 per hour As disclosed in court filings, the Law Offices of Adam D. Farber does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Adam D. Farber, Esq. Law Offices of Adam D. Farber, P.A. 1500 Gateway Blvd., Suite 220 Boynton Beach, FL 33426 Phone: 561-299-1413 Email: afarber@adamfarberlaw.com About E 4 Food and Entertainment E 4 Food and Entertainment, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-16246) on June 27, 2021, disclosing total assets of up to $50,000 and total liabilities of up to $500,000. Judge Erik P. Kimball oversees the case. The Law Offices of Adam D. Farber, P.A. represents the Debtor as legal counsel. EVERCOMMERCE INC: S&P Assigns 'B+' ICR on Completed IPO ------------------------------------------------------- S&P Global Ratings assigned its 'B+' issuer credit rating to EverCommerce Inc., a global provider of integrated software-as-a-service (SaaS) for services-based small and midsize businesses (SMB), and its 'B+' issue-level rating to its first-lien credit facilities. The recovery rating is '3'. The borrower of the debt is EverCommerce Solutions Inc. The stable outlook reflects S&P's expectation that the company will organically increase revenue in the mid-teens percentages and modestly expand EBITDA margins in 2022, such that leverage declines to the high-3x area by the end of 2022 from the initial high-4x area. The 'B+' issuer credit rating reflects EverCommerce's initial adjusted leverage in the high-4x area, niche focus within the highly competitive and fragmented SMB services industry, and below-software-industry-average EBITDA margins. Partly offsetting these factors are strong organic top-line growth, low customer concentration, and a recurring revenue base. EverCommerce provides a diverse suite of business management software functionalities that include billing and payments, lead generation and marketing tools, and customer engagement and monitoring. The company's products target three primary verticals: home services (56% of revenue), health services (23%), fitness and wellness (12%), along with other services (9%). Its good revenue visibility comes from 95% recurring revenue, most of which is billed monthly, and net monthly retention rates averaging 99% over the last nine quarters. While retention rates remain high, in S&P's view, EverCommerce is susceptible to typical churn as roughly half of SMBs have a life cycle of about five years. Software for services-based SMB industry is nascent with many businesses using a mix of legacy homegrown offerings and point solutions that lack specialization. Most of EverCommerce's products are vertically tailored to support the distinctive needs of its diverse customer base, integrating manual and disconnected business functions. Its core business management solutions enable businesses to streamline work orders, while its ancillary products help augment revenue generation both in the front and back offices, increasing stickiness. Its go-to-market strategy primarily utilizes digital methods such as paid search and relies less on direct salespeople. EverCommerce delivered strong growth over the last two years, organically expanding revenue 16% in 2019 and 7% in 2020, as more SMBs digitized their operations. The company relied heavily on acquisitions to enhance its software capabilities, conducting 24 acquisitions since the beginning of 2019. While the COVID-19 pandemic temporarily slowed growth in the health services and fitness and wellness segments, the overall business remained resilient with health services recovering quickly once medical offices reopened. EverCommerce moderated operating expenses while increasing revenue, resulting in EBITDA margins of 22% in 2020. It also offered struggling customers a deferred payment plan that helped retention rates. S&P said, "Over the coming year, we expect organic revenue to increase in the mid-teen percentages, underpinned by growth in new customer wins and cross-selling additional functionalities to the client base. However, higher-than-expected client churn could result from trailing SMB failures in the aftermath of the COVID-19 pandemic. We expect EBITDA margins to decline to 18% in 2021 from higher investment in sales and marketing, research and development, and public company costs. As the company integrates those acquisitors and expands scale, we expect EBITDA margins to increase going into 2022 and beyond." After its IPO, EverCommerce's initial adjusted leverage declined to about 4.7x. S&P said, "Absent large acquisitions, we expect leverage to decline to the high-3x area by the end of 2022 on strong revenue growth and modest EBITDA margin expansion. We estimate higher costs and one-time net working capital outflows will suppress free cash flow (FCF) in 2021 to $15 million-$20 million. We expect substantial improvement the following year to $55 million-$60 million. Financial policy will constrain a higher rating, as sponsors Providence Strategic Growth and Silver Lake Partners will still account for over half of the company's equity base post-IPO. We expect acquisitions to continue over the coming years while the company focuses on growth, cost controls, and product integrations." S&P said, "The stable outlook on EverCommerce reflects our expectation that the company will organically increase revenue in the mid-teens percentages and modestly expand EBITDA margins over the coming year, such that leverage declines to the high-3x area by the end of 2022 from the initial high-4x area post-IPO." S&P could lower its rating on EverCommerce if: -- Leverage approaches 5x; or -- FCF as a percentage of debt decreases to the low- to mid-single-digit area. This could occur if more intense competition significantly erodes EverCommerce's core business management solutions, it incurs higher-than-expected costs, SMB churn is high, or the company engages in large debt-funded acquisitions. Although unlikely over the next 12 months, S&P could consider raising its rating on EverCommerce if: -- It exhibits consistent organic revenue growth while maintaining high profitability, such that leverage sustains below 4x, considering acquisition spending; and -- Its private-equity owners relinquish most of their stake. FILLIT INC: Combined Disclosure & Plan Confirmed by Judge --------------------------------------------------------- Judge Christine M. Gravelle has entered findings of fact, conclusions of law and order confirming the Combined Disclosure Statement and Plan of Reorganization of Fillit, Inc. The Plan satisfies section 1129(a)(1) of the Bankruptcy Code because it complies with all applicable provisions of the Bankruptcy Code, including but not limited to the following: * The classification of Claims and Equity Interests under the Plan is proper under the Bankruptcy Code. In addition to Administrative Expense Claims, Priority Tax Claims, and Professional Claims, which need not be classified, the Plan classifies Claims and Equity Interests into five separate Classes. The Claims or Equity Interests placed in each Class are substantially similar to other Claims or Equity Interests, as the case may be, in each such Class. Valid business, factual, and legal reasons exist for the separate Classes of Claims and Equity Interests established under the Plan. Thus, the Plan satisfies sections 1122 and 1123(a)(1) of the Bankruptcy Code. * Article VII of the Plan specifies that Classes 1, 2, 3, 4, and 5 are not impaired under the Plan. Accordingly, the Plan satisfies section 1123(a)(2) of the Bankruptcy Code. * Article VII of the Plan provides for the same treatment by the Debtor for each Claim or Equity Interest in each respective Class. Thus, the Plan satisfies section 1123(a)(4) of the Bankruptcy Code. * The Plan provides adequate and proper means for its implementation, including without limitation: (i) the vesting of assets in the Reorganized Debtor; (ii) the Debtor's continued corporate existence as the Reorganized Debtor and emergence from chapter 11; (iii) the Reorganized Debtor's board and management composition; and (vi) the establishment of the Administrative and Priority Claim Reserve and the Professional Fee Reserve. Thus, the Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Code. * The Plan's additional provisions are appropriate and consistent with the applicable provisions of the Bankruptcy Code, Bankruptcy Rules, and Local Rules, including, without limitation, provisions for: (i) the releases by the Debtor of certain parties; (ii) the releases by certain third parties; (iii) the exculpations of certain parties; (iv) the distributions to Holders of Allowed Claims; and (vi) the retention of jurisdiction by the Court over certain matters after the Effective Date. The Plan is the result of extensive arm's-length and good faith negotiations among the Debtor and the Exit Financing Lender. The Plan is proposed to effect a successful reorganization of the Debtor and to maximize creditor recoveries, and accordingly is consistent with the objectives and purposes of the Bankruptcy Code. The Debtor has entered into certain settlement agreements with Holders of General Unsecured Claims, including Jim O'Brien, Warren Carr, and Jim and Peter Campo, which waive such Claims against the Debtor's Estate. A copy of the Plan Confirmation Order dated July 15, 2021, is available at https://bit.ly/3xPprJv from PacerMonitor.com at no charge. Counsel to the Debtor: LOWENSTEIN SANDLER LLP Kenneth A. Rosen, Esq. Phillip Khezri, Esq. One Lowenstein Drive Roseland, New Jersey 07068 Telephone: (973) 597-2500 Facsimile: (973) 597-2400 E-mail: krosen@lowenstein.com pkhezri@lowenstein.com About Fillit, Inc. Fillit, Inc., d/b/a Fillit Corp., is engaged in activities related to real estate. Fillit sought Chapter 11 protection (Bankr. D.N.J. Case No. 20-23140) on Nov. 30, 2020. In the petition signed by James Campo, president, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Honorable Christine M. Gravelle is the case judge. Lowenstein Sandler, LLP, led by Kenneth A. Rosen, is the Debtor's counsel. FLIX BREWHOUSE: Files Chapter 11 Bankruptcy for El Paso Theater --------------------------------------------------------------- Paul Thompson of Austin Business Journal reports that Flix Brewhouse has filed for Chapter 11 bankruptcy protection for its movie theater in El Paso as it seeks aid through the U.S. Small Business Administration Shuttered Venue Operators Grant program. Flix Brewhouse Texas V LLC filed July 12, 2021 for bankruptcy protection. It listed assets between $1 million and $10 million against liabilities between $1 million and $10 million. Unsecured creditors include the El Paso Tax Assessor-Collector, with a claim of $117,319.72, and landlord ROP Artcraft LLC, which has an unsecured and disputed claim of $1,427,963.59. The wider company, which pre-pandemic had 10 locations, has not filed for bankruptcy. The bankruptcy comes as Flix, a Round Rock-based dine-in movie theater chain that brews its own beer, awaits federal grant money through the SVOG program. Delays in disbursing funds have added to the financial hardships for businesses such as Flix, which has been disrupted for more than a year by the coronavirus pandemic. Flix applied for the SVOG program hours after it opened in April, but the company has not yet received any grant money, CEO Allan Reagan said. Between a handful of qualifying entities, Flix is hoping for an amount "well into the lower eight figures," Reagan said. The pandemic was particularly difficult for movie theaters, which spent the vast majority of the past year-plus either closed or operating with a skeleton crew, with few new movies debuting. Competitor Alamo Drafthouse Cinema LLC is still working its way back to profitability after emerging from Chapter 11 bankruptcy, while several other chains shuttered for good. Flix shut down "until further notice" in November, as revenue remained stagnant and the company's employee count had dwindled to almost nothing. Though it has since reopened several locations, Flix remains in dire need of federal funds to help it reopen more theaters and remain financially viable after more than 15 months of depressed revenue. More on the SBA program The $16.2 billion Shuttered Venue Operators Grant program had received more than 15,000 applications for $11.8 billion in funding as of July 12, according to the SBA. Roughly $3.3 billion was disbursed through July 12, with an average grant amount of $758,000. Texas businesses received more than $289 million, trailing only California ($697 million) and New York ($843 million). The grant program was designed to provide relief to entertainment venues, performing arts organizations, museums, movie theaters, venue promoters, theatrical producers and talent representatives. But the program had a rocky start, as its portal crashed upon opening in early April, causing a roughly two-week delay. At the time, the SBA said on Twitter that "the portal was shut down to ensure fair and equal access once it is reopened." Further delays eventually led a collection of entertainment organizations in June to call for the SBA to speed up approvals, according to The Hollywood Reporter. The coalition included the National Independent Venue Alliance and National Association of Theater Owners, among others. In a statement provided to THR, the SBA noted that applications for the SVOG program included up to 100 documents, and that statutory requirements created by the previous administration required "extensive scrutiny." "The SBA realizes the critical need to increase processing speed for Shuttered Venues applicants – the current pace of awards is not reflective of the high standards that we strive to meet. We are committed to doing everything we can to improve funding speed, get Americans the relief they desperately need and open our venues again," the SBA statement continued. Later in June, Senators Amy Klobuchar and John Cornyn joined the chorus urging the SBA to speed up relief for venues. While the SBA has made significant process in the past month — as evidenced by the $3.3 billion dispersed through July 12 — concerns remain about companies such as Flix that have been left without the emergency funding. “While we are pleased with the improved progress thus far, we remain extremely concerned about the pending applicants with 90 percent revenue loss who haven’t received an answer from SBA," Patrick Corcoran, vice president and chief communications officer for the National Association of Theater Owners, said in a statement recently obtained by THR. "Theaters can’t hold on for much longer under these circumstances.” Compared to the SBA's Paycheck Protection Program, SVOG funds have relatively few strings attached. Grant recipients can use the money for payroll, rent, utilities, advertising and many more common expenses. Companies aren't allowed to buy real estate, make investments or pay off loans originated after Feb. 15, 2020. The SVOG program offers companies 45% of their 2019 gross earned revenue — up to $10 million. And the program was designed to prioritize grants for companies that experienced greater than 90% revenue loss during the final three quarters of 2020, year-over-year. According to the legislation, those high-priority grants were supposed to be processed within two weeks, Reagan said. “Unfortunately, the SBA can’t meet any of these deadlines, and they keep publishing amended deadlines, and failing to meet those as well," Reagan said. Dozens of companies based in Austin have already been approved by the SBA for SVOG funding, according to SBA data. At least nine have been approved for grants in excess of $1 million, SBA data shows. Back to Flix Flix has three theaters currently open: its flagship location in Round Rock, plus locations that opened last year in San Antonio and Oklahoma City. Reagan said he is "really pleased" with how the open theaters are doing. But several more locations remain closed as the company waits on federal funding. Those locations have missed out on major debuts such as the $80.3 million opening weekend recently posted by Marvel's "Black Widow." The promise of future federal funding hasn't necessarily been a panacea for Flix's landlords. “I can tell you that most of our landlords are fundamentally economically conservative. They are very skeptical about the ability of government to solve problems," Reagan said. “Unfortunately, SBA’s broken promises became our broken promises.” “We’re hoping that when we do finally get this grant, that this is a problem that can be cured with money," he added. The case of Flix is somewhat complicated: the company applied for grants funds through a handful of affiliated entities, all of which file consolidated tax returns under the Flix Brewhouse umbrella. Efforts to connect the El Paso company's employer identification number with its tax returns have proven problematic, because the entity filed a joint tax return with other Flix entities. That has left Flix scrambling to work out a resolution that will see its landlords made whole. Despite the setbacks, the chain's leaders are thinking outside the box to keep the company afloat. Flix is flying employees around the country and putting them up in hotels in order to keep them employed while their home theaters are shut down. “We are transferring people temporarily around the country so that they can have jobs and so they can take care of guests at the reopened stores," Reagan said. "For example, we’ve got several people from Albuquerque and El Paso working in San Antonio.” Reagan has felt the financial effects of the pandemic personally. In October he filed for personal Chapter 11 bankruptcy protection, which he said was tied to "Flix-related personal guarantees." Reagan added that the personal bankruptcy has since been resolved. "The plan has been confirmed, it's effective, and it's been funded," Reagan said. About Flix Brewhouse Flix Brewhouse Texas V LLC is part of the motion picture and video industries. Flix Brewhouse sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 21-30526) on July 12, 2021. In the petition signed by Allan R. Reagan, president, Hospitality Investors Inc., Debtor's manager, Flix estimated assets between $1 million and $10 million and estimated liabilities between $1 million and $10 million. Rachel L. Smiley, Esq., of FERGUSON BRASWELL FRASER KUBASTA PC, is the Debtor's counsel. FRONTIER COMMUNICATIONS: Closes BullHead City, Ariz. Store ---------------------------------------------------------- Mohave Valley Daily News (Bullhead City, Arizona) reports that Frontier Communications has announced plans to close 16 retail stores nationwide, including its Bullhead City location at 927 Hanock Road. The closures are effective July 31, 2021, the company said in a news release issued Thursday from its Norwalk, Connecticut, corporate headquarters. Frontier Communications is closing three premier retail stores in Arizona with two of them in Mohave County. In addition to the Bullhead City location, Frontier Communications will shutter its store in Kingman. Also being closed is an Arizona store in Show Low. Frontier Communications is closing two California locations, three in Illinois, two in Indiana and one each in Nevada, Georgia, Michigan, South Carolina, Wisconsin and West Virginia. Frontier Communications offers telecommunications service, including internet, digital television and telephone services to residential and business customers in 25 states. In its news release, Frontier Communications said the COVID-19 pandemic "transformed customer interaction preferences." "We are committed to engaging with customers and will continue to do so in ways they increasingly prefer — online and phone," said Bud Hirst, assistant vice president of Frontier Communication's alternation channels team. "We welcome the opportunity to innovate how we communicate with customers, and we have highly trained support teams ready (to) address all their needs." Frontier Communications filed for Chapter 11 bankruptcy in April of 2020 and emerged a little more than a year later after reducing its debt by about $11 billion and appointing new executive leadership, according to company documents. About Frontier Communications Frontier Communications Corporation (OTC: FTRCQ) offers a variety of services to residential and business customers over its fiber-optic and copper networks in 25 states, including video, high-speed internet, advanced voice, and Frontier SecureÃƒâ€šÃ‚Â® digital protection solutions. Frontier Business offers communications solutions to small, medium, and enterprise businesses. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020. Judge Robert D. Drain oversees the cases. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent, maintaining the page ttp://www.frontierrestructuring.com/ and https://cases.primeclerk.com/ftr The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez & Marsal North America, LLC, as financial advisor; and UBS Securities LLC as an investment banker. GAINCO INC: Gets OK to Hire William B. Kingman as Legal Counsel --------------------------------------------------------------- Gainco, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire The Law Offices of William B. Kingman, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor in matters relating to the administration of its bankruptcy estate; b. representing the Debtor in negotiations with various creditors; c. making court appearances and appearances before the U.S. trustee; d. assisting in the preparation of the Debtor's plan of reorganization and disclosure statement; e. preparing bankruptcy schedules and pleadings; f. analyzing, negotiating and litigating claims which may be brought in the forms of objections or as adversary proceedings; and g. representing the Debtor and its bankruptcy estate in all other relevant matters relating to the administration of the case. The firm's hourly rates are as follows: William Kingman, Esq. $395 per hour Paralegals/Legal Assistants $110 per hour The Law Offices of William B. Kingman received a retainer of $12,253 from the Debtor and the filing fee of $1,738. As disclosed in court filings, The Law Offices of William B. Kingman does not have interest adverse to the Debtor, creditors or any other party-in-interest. The firm can be reached at: William B. Kingman, Esq. The Law Offices of William B. Kingman, P.C. 3511 Broadway San Antonio, TX 78209 Tel: (210) 829-1199 Email: bkingman@kingmanlaw.com About Gainco Inc. Portland, Texas-based Gainco, Inc. -- http://www.gaincoinc.com-- is a full service, environmental company founded in 2003. It provides expertise in spill response or clean up, industrial cleaning, drilling, and waste management services. Headquartered in Portland, Texas, Gainco also has offices in Harlingen and San Antonio, TX. Gainco sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 21-21122 on April 30, 2021. In the petition signed by Theresa Nix, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge David R. Jones oversees the case. The Law Offices of William B. Kingman, P.C. and Ruble, Leadbetter & Associates P.C. serve as the Debtor's legal counsel and accountant, respectively. GATHERING PLACE: Taps NIRE Accounting and Bookkeeping as Accountant ------------------------------------------------------------------- The Gathering Place of Columbus seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to employ NIRE Accounting and Bookkeeping, LLC as its accountant. The firm's services include: (a) assisting the Debtor with the monthly operating reports required by the Office of the U.S. Trustee; (b) assisting the Debtor in the preparation of a plan of reorganization and the budgets and forecasts to support a plan; (c) assisting the Debtor in the preparation and filing of federal, state and local tax returns; (d) serving, if needed, as an expert witness in support of a plan of reorganization; and (e) perform other accounting services. Edward Dudley, Sr., a certified public accountant at NIRE Accounting and Bookkeeping, will be paid at his hourly rate of $225, plus reimbursement of expenses. Mr. Dudley 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: Edward Dudley, Sr., CPA NIRE Accounting and Bookkeeping, LLC 4449 Easton Way, Suite 200 Columbus, OH 43229 Telephone: (614) 229-0026 About The Gathering Place of Columbus The Gathering Place of Columbus is an Ohio non-profit 501(c)(3) religious organization serving the Columbus area, operating out its church facility located at 3550 E. Deshler Ave., Columbus, Ohio. It was founded in May of 1993 as an Ohio non-profit corporation then known as Romans Church of God of the Apostolic Faith, Inc. Effective Jan. 1, 2014, the organization merged with another Ohio non-profit corporation called The Gathering Place of Columbus. The Gathering Place of Columbus sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 21-51509) on April 29, 2021, disclosing $500,001 to $1 million in both assets and liabilities. Judge C. Kathryn Preston oversees the case. The Debtor tapped Strip, Hoppers, Leithart, McGrath & Terlecky Co., LPA and Calig Law Firm, LLC as bankruptcy counsel and NIRE Accounting and Bookkeeping, LLC as accountant. GENEVER HOLDINGS: Seeks to Extend Plan Exclusivity Thru Sept. 10 ---------------------------------------------------------------- Debtor Genever Holdings, LLC requests the U.S. Bankruptcy Court for the Southern District of New York to extend the exclusive periods during which the Debtor may file a plan of reorganization until September 10, 2021, and solicit acceptances until November 9, 2021. The Debtor owns the entire 18th Floor Apartment and auxiliary units in the Sherry Netherland Hotel located at 781 Fifth Avenue, New York, NY 10022. The Debtor reached an agreement with Pacific Alliance Asia Opportunity Fund L.P. ("PAX") and Bravo Luck Ltd. regarding a negotiated framework for the sale of the Residence pending disposition of litigation in New York and the British Virgin Islands. Also, this framework includes the retention of former Bankruptcy Judge Melanie Cyganowski as an independent Sales Officer to oversee the sale process. The Debtor has been working diligently with PAX and Bravo Luck on a comprehensive sale framework designed to promote a transparent and coordinated marketing effort under the stewardship of Melanie Cyganowski, Esq. And since any plan will be funded by the proceeds of the sale, the Debtor cannot formulate a plan until the sale process has at least been implemented, and perhaps not until it is concluded, so that there is a better understanding of the potential recovery from the sale. While the Debtor hoped that the sale process would be underway, the U.S. Trustee has raised substantive issues before the Court for resolution. The Debtor submits that the requested extensions are long enough that the final resolution of the U.S. Trustee's objection to the settlement should be obtained in the interim, but not so long as to prejudice creditors. Also, maintaining the exclusivity periods will add to the overall stability of the Chapter 11 Case. A copy of the Debtor's Motion to extend is available at https://bit.ly/3xQXX5Y from PacerMonitor.com. About Genever Holdings Genever Holdings LLC is the owner of the entire 18th Floor Apartment and auxiliary units in the Sherry Netherland Hotel located at 781 Fifth Avenue, New York, NY 10022. Genever Holdings LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-12411) on October 12, 2020. The petition was signed by Yanping Wang, an authorized representative. At the time of filing, the Debtor estimated $50 million to $100 million in both assets and liabilities. Judge James L. Garrity Jr. is the case judge. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's counsel. GIRARDI & KEESE: Erika Fights Embezzlement Investigation Gag Order ------------------------------------------------------------------ Ryan Naumann of Radar Online reports that Real Housewives of Beverly Hills star Erika Jayne is demanding a lawyer be gagged from speaking about the embezzlement scandal surrounding her life. According to court documents obtained by Radar, the lawyer put in charge of investigating Jayne is responding to her request for a gag order. Ronald Richards was hired to looking into Jayne’s finances as part of her husband Thomas Girardi's bankruptcy. Richards says Jayne's request for a gag order is unconstitutional. He calls her trying to silence him nothing more than a "thinly-veiled attempt to derail Special Litigation Counsel's investigation of Ms. Girardi, among other potential targets, in tracing the theft of funds from the debtor's estate." Richards says Jayne is only moving to push him off the case because he's getting close to answers. He writes, "The real motivation behind this motion is Ms. Girardi's desire to eliminate Mr. Richards as an effective investigator that has aggressively sought to compile the necessary financial information needed by the Trustee. Just as an example, Mr. Richards has already issued Rule 2004 notices to obtain documentary evidence in order to trace the source of funds used by Ms. Girardi to fund her legal expenditures." He says her, "motion's ulterior motive is to prevent Mr. Richards, who is close to finding out where her $500,000 plus in legal fee payments are coming from, and to track the source of those payments. This is a significant sum of money for someone to have to spend in this context." A judge has yet to rule on whether Richards will stay on the case and if a gag order will be issued. As Radar previously reported, Jayne is currently facing multiple lawsuits involving her estranged husband, Thomas Girardi. The once-respected lawyer is accused of screwing his clients out of tens of millions and diverting their money to help fund Jayne’s lavish lifestyle. The reality star booked it as her husband's world was falling apart. She filed for divorce after 21 years of marriage and is demanding spousal support. His creditors question the divorce believing Jayne helped Girardi embezzle millions. They have accused the divorce of being a "sham" meant to hide assets. Earlier this 2021, Girardi was forced into Chapter 7 bankruptcy. As a result, a trustee was put into place to take over control of his finances and sell off assets to collect money. At the moment, the trustee is starting to investigate Jayne over $25 million she allegedly received from her husband when he knew his bills couldn't be paid. He believes the money was transferred fraudulently and is demanding the Bravo star return the cash plus a bunch of luxury items. Jayne has refused to return any items and claims everything in her possession was a "gift" from Girardi. The trustee hired a lawyer named Ronald Richards to lead the investigation. However, Jayne has accused Richards of having a conflict of interest. She says he worked on another case against her husband and believes it's improper for him to take on the case. Jayne also accuses the lawyer of harassing her online. Richards is known for tweeting about the case nonstop and being quite harsh. Recently, she asked for a gag order to be put in place prohibiting Richards from talking about the case publicly. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee. be reached at: The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com GIRARDI & KEESE: Erika Hit With $25 Mil. Claim in Ch.11 Proceedings ------------------------------------------------------------------- Justin Curto of Vulture reports that as Erika Jayne implored her Real Housewives of Beverly Hills co-stars to "please, look at your bank accounts" on July 14, 2021's episode amid her divorce from Tom Girardi, her finances were put under new scrutiny, too. A lawyer overseeing the bankruptcy filing for her estranged husband's law firm, Girardi Keese, claimed in a July 14, 2021 filing that Jayne received over $25 million from the firm — money she allegedly owes amid claims that the firm, and Girardi, embezzled money from clients. People reported that the filing by bankruptcy trustee lawyer Ronald Richards claimed Jayne and her businesses received jewelry, other "luxury items," and lottery payments from Girardi Keese cases totaling $25 million as Jayne and Girardi Keese “conspired to conceal” the money during bankruptcy proceedings. Richards is asking for an order for Jayne and her businesses, EJ Global, LLC, and Pretty Mess, Inc., to pay the $25 million to Girardi Keese, so it can be distributed to various creditors of the firm. Jayne's attorney did not reply to a request for comment, but a Jayne source told People, "No merit, no investigation, no proof, just more harassment." Relatedly, the new filing comes a week after a judge ruled that Jayne could be pursued for $11 million in collections by three of Girardi's embezzlement victims, related to money she allegedly received from Girardi Keese. Jayne filed for divorce from Girardi in November 2020, a month before Girardi Keese filed for bankruptcy amid multiple embezzlement claims, including a class-action suit by families of plane-crash victims represented by the firm. Her luxurious lifestyle has been of particular interest throughout the bankruptcy developments, with Richards writing in the new filing, "Erika has used her glamor and notoriety to continue to aid and abet in sham transactions that have occurred with respect to large transfers of assets from the Debtor." Last June 2021, Richards — who has previously been criticized by Jayne's legal team for social-media comments made against her and Girardi — expressed concern in a filing that Jayne "may further dissipate the Debtor's assets" without quick action. In the new July 14 filing, per People, Richards claimed Jayne and her businesses have “refused to return” the money and “continue to derive benefit from their wrongful acts." Meanwhile, July 14, 2021's episode of The Real Housewives of Beverly Hills focused heavily on Jayne's divorce from Girardi, with Jayne denying allegations that it was a front related to the bankruptcy and embezzlement issues. "What's being said, I mean, it's insane that my divorce is a sham. But nobody cares about the facts," Jayne told Kyle Richards and Lisa Rinna over FaceTime, during a scene that took place in December 2020. She continued that she "wouldn't fucking know" how to hide assets in bankruptcy proceedings, and insisted that she was caught in Girardi Keese's larger troubles. "It is the firm that they're dragging in," Jayne told her co-stars. "So they're suing the firm, and I'm being attached to it." Later, speaking to Rinna and Crystal Kung Minkoff at her home, Jayne said her husband "steals from widows and orphans," repeating a claim made often throughout the legal proceedings. "People think that Erika Jayne brought down Tom Girardi," she said during a confessional. "Tom Girardi brought down Tom Girardi." About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee. be reached at: The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com GIRARDI & KEESE: Ex-Attorneys Can't Duck Stolen Settlement Claims ----------------------------------------------------------------- Law360 reports that an Illinois federal judge refused Monday, July 19, 2021, to toss Chicago firm Edelson PC's claims that two former Girardi Keese PC partners helped Tom Girardi steal settlement funds, ruling the court has jurisdiction over both California lawyers while agreeing to pause a portion of the litigation until the firm's bankruptcy case is resolved. U.S. District Judge Matthew Kennelly said Edelson can bring its claims that Keith Griffin and David Lira helped Tom Girardi misappropriate $2 million in 2018 Lion Air crash settlement funds in the Prairie State. Griffin and Lira both have sufficient ties to Illinois that are relevant to Edelson's claims, the judge said. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee. be reached at: The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com GLOBALLOGIC HOLDINGS: Moody's Withdraws B2 CFR on Debt Repayment ---------------------------------------------------------------- Moody's Investors Service has withdrawn GlobalLogic Holdings Inc.'s existing ratings, including the B2 Corporate Family Rating, B2-PD Probability of Default Rating, B2 instrument rating on the senior secured credit facility and stable outlook. The rating action reflects the full repayment and termination of the debt following the acquisition of GlobalLogic by Hitachi Ltd. Withdrawals: Issuer: GlobalLogic Holdings Inc. Corporate Family Rating, Withdrawn , previously rated B2 Probability of Default Rating, Withdrawn , previously rated B2-PD Senior Secured Bank Credit Facility, Withdrawn , previously rated B2 (LGD3) Outlook Actions: Issuer: GlobalLogic Holdings Inc. Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE Moody's has withdrawn the ratings as a result of the repayment in full of the credit facility. COMPANY PROFILE GlobalLogic Holdings Inc. is a global provider of product engineering services. The company provides software development services to corporate clients in the communications & media, commerce & technology, medical, automotive and other sectors. Revenue for the twelve-month period ending December 2020 was $859 million. In March 2021, Hitachi Ltd announced an agreement to acquire GlobalLogic, the transaction was completed in July 2021. GREATER SAN ANTONIO: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Greater San Antonio Transportation Company 4201 Langley Rd. Houston, TX 77093 Business Description: Greater San Antonio Transportation Company is part of the taxi and limousine service industry. Chapter 11 Petition Date: July 20, 2021 Court: United States Bankruptcy Court Southern District of Texas Case No.: 21-60069 Judge: Hon. Christopher M. Lopez Debtor's Counsel: Richard Lee Fuqua II, Esq. FUQUA & ASSOCIATES, P.C. 8558 Katy Freeway Suite 119 Houston, TX 77024 Tel: (713) 960-0277 E-mail: RLFuqua@FuquaLegal.com Total Assets: $1,342,467 Total Liabilities: $7,719,189 The petition was signed by John Bouloubasis, president of Texas Taxi, Inc., the Debtor's affiliate. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RHM44MI/Greater_San_Antonio_Transportation__txsbke-21-60069__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QZRAT4I/Greater_San_Antonio_Transportation__txsbke-21-60069__0001.0.pdf?mcid=tGE4TAMA GREENWAY HEALTH: Moody's Ups CFR to B3 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service upgraded Greenway Health, LLC's Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. Moody's also upgraded the ratings on the senior secured bank credit facilities to B3 from Caa1. The outlook is stable. The upgrade reflects Moody's expectation of stable operating performance for Greenway following a period of customer attrition and additional expenses to ensure product compliance as part of its settlement with the US Department of Justice. Moody's expects that Greenway will sustain debt to EBITDA below 6.5x due to profit growth arising from modest sales growth partly offset by additional operating investments over the next 12 to 18 months. Moody's views the company's liquidity as sufficient to cover the settlement of its class action litigation. In addition, free cash flow to debt will likely improve to the mid-single digit percentage as one-time expenses related to product investment and litigation fees roll off. Upgrades: Issuer: Greenway Health, LLC Corporate Family Rating, Upgraded to B3 from Caa1 Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Senior Secured Bank Credit Facility, Upgraded to B3 (LGD3) from Caa1 (LGD3) Outlook Actions: Issuer: Greenway Health, LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE Greenway's B3 CFR reflects the company's high leverage, modest scale and operations in the electronic health record software and revenue cycle management services market, which features larger, better capitalized competitors. Moody's adjusted leverage as of March 31, 2021 was 6.4x (including addbacks for non-cash charges and restructuring expenses) following significant cost cuts offset by modest declines in sales due to the loss of certain SuccessEHS and Prime Suite customers. Moody's projects flat to low-single digit revenue growth in 2022, supported by stabilized gross retention rates above 90% and investments in sales and product portfolio, such as telehealth and analytics modules, which will help drive expansion with existing customers. The credit profile is supported by Greenway's largely recurring revenue, diversified customer base and highly embedded products and services as evidenced by the company's high retention rates. Additionally, continued private payers' adoption of value-based payment mechanisms as required by Medicare is expected to provide benefits to the business over the longer term. The stable outlook reflects Moody's view that Greenway will achieve flat to low-single digit revenue growth in 2022, with margins expected to be flat given investments in operations, offset by cost initiatives. Over the next 12 to 18 months, Moody's expects debt to EBITDA to remain below 6.5x and free cash flow to debt of mid-single digits. Moody's views Greenway's liquidity as good supported by the company's $50 million cash balance as of March 2021 and Moody's expectation for free cash flow of around $30 million in 2022. Liquidity will be sufficient to cover $26 million in settlement payments (expected in calendar Q4 2021) for the three class action lawsuits, as well mandatory term loan amortization of $5.3 million and modest capital expenditures. Moody's expects the company to have full availability under its $30 million revolver expiring February 2022. The revolver is subject to a springing 7.95x net first lien leverage covenant when outstanding amount exceeds 35% ($10.5 million). Moody's expects the company to maintain sufficient cushion under this covenant over the next year. The term loan due February 2024 has no financial covenants. Greenway's governance risk remains high. The company faced reputational and financial risk over defects within the EHR (electronic health record) software products related to regulatory requirements for 2018. The company has resolved the defects and completed a recertification for its products in accordance with regulatory requirements defined by the Office of the National Coordinator (ONC). Apart from the settlement reached with the U.S. government, Greenway reached settlement for its three class action lawsuits in July 2021. In accordance with this settlement, the company will pay $26 million. Aggressive financial policies and high leverage under private equity ownership can also weigh on governance considerations. However, the significant investments in compliance, training and education have and will likely continue to result in improvements in ESG related risks. In addition, the $20 million equity contribution from Vista and its affiliates in December 2019 provided support to liquidity and showed the sponsor's commitment to the business. The equity capital was repaid in calendar Q1 2021 following the stabilization of operating performance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Greenway's organic revenue growth is sustained above 5%, debt to EBITDA declines below 5.5x and free cash flow to debt exceeds 5%, while Greenway maintains conservative financial policies. The ratings could be downgraded if revenue and margins decline, resulting in debt to EBITDA sustaining above 6.5x, or liquidity weakens. The principal methodology used in these ratings was Software Industry published in August 2018. Headquartered in Tampa, FL, Greenway provides ambulatory solutions and services for electronic health records, practice management, electronic data interchange, practice analytics, population health, and revenue cycle management. Controlled by affiliates of Vista Equity Partners, the company reported approximately $300 million of revenue for the last twelve month period ending March 31, 2021. GYPSUM RESOURCES: Unsecureds to get $1M or Auction Sale Proceeds ---------------------------------------------------------------- Gypsum Resources Materials, LLC submitted a First Amended Joint Chapter 11 Plan of Reorganization. Under the Plan, Class 4 General Unsecured Claims. The Debtors shall transfer all avoidance actions to the litigation trust on the Effective Date, and each Holder of Class 4 Allowed General Unsecured Claim will be paid, Pro Rata: (a) on the Effective Date, from the greater of (i) $1,000,000 or (ii) 25% of the Auction Sale Proceeds remaining after payment of the Casa Lender Secured Claim, the Alper Secured Claim, the Cashman Disputed Secured Claim, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Priority Claims, and Allowed Secured Property Tax Claims under this Plan; (b) from the recovery, if any, that the Debtors receive in Cash as the prevailing party in the Clark County Litigation, after payment of (i) all Claims under this Plan other than those in Class 5 and (ii) all Post-Effective Date Fees incurred until the date of such recovery, within 30 days after the Debtors receive such Clark County Proceeds; and (c) by the Litigation Trustee from the Litigation Trust Proceeds as they are collected. This Plan shall be implemented in all respects in a manner that is consistent with the terms and conditions of the Operative Documents, and the requirements of section 1123(a) and other applicable provisions of the Bankruptcy Code. On the Effective Date, the Debtors' Estates shall be substantively consolidated. On the Effective Date, the Debtors shall make a draw on the Spanish Heights DIP Loan in the amount necessary, together with the Auction Property Sale Proceeds remaining after payment of the Casa Lender Secured Claim, the Alper Secured Claim and the Cashman Escrowed Proceeds, to provide all Confirmation Funds for Distribution pursuant to this Plan. On the Effective Date, the Litigation Trust Assets and the Litigation Trust Seed Fund will be transferred to the Litigation Trust. Counsel for the Debtors: BRETT A. AXELROD, ESQ. Nevada Bar No. 5859 FOX ROTHSCHILD LLP 1980 Festival Plaza Drive, Suite 700 Las Vegas, Nevada 89135 Telephone: (702) 262-6899 Facsimile: (702) 597-5503 Email: baxelrod@foxrothschild.com A copy of the Disclosure Statement dated July 12, 2021, is available at https://bit.ly/2VAxKKN from PacerMonitor.com. About Gypsum Resources Materials Based in Las Vegas, Gypsum Resources Materials, LLC, a privately held company in the gypsum mining business, and its affiliate Gypsum Resources, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 19-14799) on July 26, 2019. The petitions were signed by James M. Rhodes, president of Truckee Springs Holdings, LLC, manager of Gypsum Resources, LLC. At the time of the filing, Gypsum Resources Materials was estimated to have $10 million to $50 million in both assets and liabilities. Gypsum Resources, LLC was estimated to have $50 million to $100 million in both assets and liabilities. The Debtors tapped Fox Rothschild LLP as bankruptcy counsel; Hill Farrer & Burrill LLP as special counsel; and Conway MacKenzie, Inc. and Sonoran Capital Advisors, LLC as financial advisor. The U.S. Trustee for Region 17 appointed creditors to serve on the official committee of unsecured creditors on Aug. 30, 2019. The committee is represented by Goldstein & McClintoc, LLLP. HERALD HOTEL: Creditors to Get 100% with Interest in Plan --------------------------------------------------------- Herald Hotel Associates, L.P., filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement to accompany its Plan of Reorganization dated July 19, 2021. The Plan incorporates and is predicated upon the closing of a transaction set forth in the Membership Interest Purchase Agreement as well as a Contribution Agreement between the Debtor's Equity Interest Holders and WDCO NYC 001 LLC, an entity owned and/or controlled by Burnett Equities whereby the Debtor will contribute/assign the Ground Lease and substantially all tangible and intangible property to a new entity which will then own and operate the Debtor's Hotel. The Debtor's current Equity Interest Holders or affiliates thereof shall own 20% of the equity interests in the new entity which will own and operate the Hotel. The cash consideration received by the Debtor's Equity Interest Holders from the Membership Interest Purchase Agreement will be utilized to fund the Debtor's Plan which provides for the full payment plus interest of all Allowed Claims, including all Secured Claims, Unsecured Claims, Priority Tax Claims, or Priority Claims. The Debtor will attempt to resolve consensually any filed proofs of claim that are inconsistent with the Debtor's books and records, and absent resolution thereof, the Debtor will likely object to such disputed proofs of claim. However, if the Bankruptcy Court determines any Disputed Claims are Allowed Claims, they will be paid in full plus interest under the Plan. Upon the closing of the transactions contemplated in the Membership Interest Purchase Agreement and the Contribution Agreement, neither the Debtor nor the current hotel management company, Thurcon Properties, will manage the Hotel. It is contemplated Hilton will either consent to the assumption and assignment of the Franchise Agreement or enter into a new Franchise Agreement with the Purchaser under the Membership Interest Purchase Agreement. Under the Plan, the Debtor proposes to pay all Creditors 100% of their Allowed Claim plus interest from the Petition Date. Since the Debtor will be paying all Claims in full plus interest, each Class of Claim Holders are unimpaired and deemed to have accepted the Plan. As such, the Debtor does not need to solicit any acceptances to the Plan from holders of Claims against the Debtor. Class 1 consists of Chase's Allowed Secured Claim. Chase holds a first lien against the Debtor's Ground Lease. As of the Petition Date, the Debtor owed Chase approximately $14,200,000. The Debtor believes that Chase will be owed approximately $14,700,000 as of the Effective Date. Class 1 is not impaired as the Plan proposes to pay Chase in full the Allowed Amount of its Secured Claim plus all contractual interest on the Effective Date. Class 2 consists of Priority Tax Claims. Each holder of a Priority Tax Claim that has not been paid prior to the Effective Date shall be paid in full on the later of the Effective Date or when such Class 2 Claim becomes an Allowed Class 2 Claim. Class 3 consists of the Union Employees Severance Claims. The amount of the Class 3 Claims is directly dependent on the number of Union employees who elect to accept the Enhanced Severance. The Debtor estimates the total amount of Class 3 Claims could be as much as $13,000,000 or as little as $6,000,000. Class 3 Claimholders shall be treated in accordance with the Union Settlement Agreement and as such are not impaired. Class 4 consists of the Claims of the Debtor's non-Union employees for vacation, sick pay, PTO and the like. Approximately 30 proofs of claim have been filed by the Debtor's non-Union employees. These Claims total approximately $575,000. Class 4 is not impaired as all Allowed Class 4 Claims will be paid in full plus 3% interest from the Petition Date on the Effective Date. Class 5 consists of the holders of General Unsecured Claims. These Claims include trade Creditors as well as Claims asserted by the Debtor's general contractor and other construction trades notwithstanding the filing of a mechanic's lien. The Debtor estimates a total amount of Allowed Class 5 Claims will be approximately $1,000,000. Class 5 is not impaired as all Allowed Class 5 Claims will be paid in full on the Effective Date together with simple interest at the rate of 3% from the Petition Date. Class 6 Equity Interest Holders shall retain their Equity Interest as it existed on the Petition Date. The Plan will be funded from the monies obtained from the Membership Interest Purchase Agreement. The Debtor's Equity Interest Holders shall be entitled to retain all cash proceeds received under the Membership Interest Purchase Agreement after payment of all Allowed Claims in Classes 1 through 5. The Debtor's Equity Interest Holders shall be granted a 20% equity ownership interest in the entity that will own and operate the Hotel after the Effective Date. The Debtor's Equity Interest Holders have entered into the Membership Interest Purchase Agreement and the Contribution Agreement. Pursuant to the Membership Interest Purchase Agreement and Contribution Agreement, the Debtor's Ground Lease, and substantially all of the tangible and intangible assets will be transferred to Newco, a newly formed entity which will then own and operate the Hotel. The Debtor's Equity Interest Holders shall receive $52,000,000 in cash consideration at closing plus a 20% membership interest in Newco. The cash consideration will be used to fund the Plan. A full-text copy of the Disclosure Statement dated July 19, 2021, is available at https://bit.ly/2UtVu38 from PacerMonitor.com at no charge. Attorneys for the Debtor: Scott S. Markowitz, Esq. Alex Spizz, Esq. Rocco Cavaliere, Esq. Tarter Krinsky & Drogin LLP 1350 Broadway, 11th Floor New York, NY 10018 Telephone: (212) 216-8000 Email: smarkowitz@tarterkrinsky.com aspizz@tarterkrinsky.com rcavaliere@tarterkrinsky.com About Herald Hotel Associates Herald Hotel Associates, L.P., is a New York limited partnership, owns and operates a full-service hotel located on 32nd Street and Broadway in Manhattan known as the Martinique New York on Broadway. The Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20 12266) on Sept. 22, 2020. Judge Shelley C. Chapman oversees the case. Tarter Krinsky & Drogin LLP serves as the Debtor's bankruptcy counsel. The Debtor also tapped Ellenoff Grossman & Schole LLP as its special labor counsel, replacing Kane Kessler, PC. HERITAGE CHRISTIAN: Gets Continued Cash Access Thru Sept 2 ---------------------------------------------------------- Judge Russ Kendig entered a fourth stipulated order extending the term of the interim order authorizing Heritage Christian Schools of Ohio, Inc. to use cash collateral, through and including September 2, 2021 according to the budget. The stipulation was reached among the Debtor; creditor, Heritage Canton, LLC; Subchapter V Trustee, Fredric P. Schwieg; and the Office of the U.S. Trustee. The budget provided for total monthly check payments, as follows: $115,681 for the month of July 2021; $124,606 for the month of August 2021; and $130,006 for the month of September 2021. The Court ruled that nothing in the stipulated order shall be construed to modify any other provision set forth in the interim order. The rights and priorities of Quest Solutions, Inc. with respect to the cash collateral shall not be affected in the event the Court modifies any of the provisions of the Interim Order, the Court further ruled. A copy of the fourth stipulated order is available for free at https://bit.ly/36K8NPm from PacerMonitor.com. The continued hearing on the Debtor's motion to use cash collateral, and related objections, will be held on August 31, 2021 at 2 p.m. (Eastern Time). Objections must be filed no later than August 27 at 5 p.m. About Heritage Christian Schools of Ohio Heritage Christian Schools of Ohio, Inc. -- https://heritagechristianschool.org -- is a tax-exempt private Christian school located in Canton, Ohio. Heritage Christian Schools of Ohio filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-60124) on Feb. 2, 2021. In the petition signed by Sharla Elton, superintendent, the Debtor disclosed $1,206,968 in assets and $626,431 in liabilities. Judge Russ Kendig presides over the case. The Debtor tapped Anthony J. DeGIrolamo, Esq., as legal counsel and Carolyn Valentine Co. Inc. as accountant and financial advisor. Fredric P. Schwieg is appointed as the Debtor's Subchapter V Trustee. HYPERION MATERIALS: Moody's Gives B2 CFR & Rates Secured Loans B2 ----------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to Hyperion Materials & Technologies Inc. Moody's also assigned B2 ratings to the company's $75 million senior secured revolving credit facility and $390 million senior secured first lien term loan. The outlook is stable. The proceeds from the term loan will be used to refinance existing debt, finance an acquisition, add cash to the balance sheet, and pay fees and expenses. The assignment of the B2 Corporate Family Rating reflects Moody's expectation that debt to EBITDA will decline to about 4.7x by the end of 2022 from over 5.8x at March 31, 2021, pro forma for the proposed refinancing, a debt financed acquisition and two previous acquisitions in 2021. Moody's expects Hyperion to benefit from earnings from acquisitions and the elimination of one-time costs. Moody's also expects pro forma free cash flow to debt to improve to 9.6% from 8.2% by the end of 2022 and for Hyperion to maintain good liquidity. The stable outlook reflects Moody's expectation that Hyperion's credit metrics will improve as the company benefits from a continued recovery in the global economy from the coronavirus pandemic and the elimination of various one-time costs. The senior secured term loan is expected to contain certain covenant flexibility for transactions that can adversely affect creditors. Notable terms include the ability to incur incremental indebtedness up to the greater of $85 million and 100% of LTM consolidated EBITDA, plus additional amounts so long as the first lien net leverage ratio does not exceed 4.75x for pari passu indebtedness. Amounts up to the greater of $170 million at closing and 200% of LTM consolidated EBITDA may be incurred with an earlier maturity date than the initial term loan. Assignments: Issuer: Hyperion Materials & Technologies, Inc. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Outlook Actions: Issuer: Hyperion Materials & Technologies, Inc. Outlook, Assigned Stable RATINGS RATIONALE Weaknesses in Hyperion's credit profile include the small revenue base against larger competitors, some of which are public companies, and a high concentration of sales in cyclical industries. The company is also acquisitive and will need to continue to invest in R&D to maintain its margins and competitive position. Governance risks are heightened given the private-equity ownership of Hyperion, which carries the risk of prioritization of shareholder interests over those of creditors. Hyperion's board is made up of 10 members, including 1 affiliated with Hyperion, 5 affiliated with KKR, and 4 independents. Hyperion generates a high percentage of sales from specialized products manufactured from hard and super hard materials based on carbide and synthetic diamond technologies. The company also benefits from low customer concentration and geographic diversity. Approximately 90% of Hyperion's revenue is generated from products with a finite useful life. Therefore, replacement activity creates a recurring revenue stream base resulting in earnings stability. Hyperion is also expected to maintain good liquidity and free cash flow to debt. Hyperion's good liquidity encompasses an expectation of free cash flow over the next 12 months and full availability under the $75 million revolver. Free cash flow is expected to be good, as the company benefits from a recovery in the global economy following the coronavirus pandemic, and prior year one-time charges for COVID related changes to plant and equipment are eliminated. Moody's expect Hyperion to have sufficient internal liquidity to cover basic capital maintenance and debt amortization payments. The revolver has a First Lien Leverage Ratio financial covenant of 8.0x, with no step downs, which is tested quarterly provided that outstanding amount exceed the greater of $30.0 million or 40% of the total facility. There are no financial maintenance covenants on the term loan. The company is expected to maintain good cushion under the financial covenants over the next four quarters. Snowbird Acquisition Holdings, Inc., which is the issuer of audited financial statements, is an indirect, parent holding company of Hyperion Materials & Technologies, Inc. (Hyperion). Hyperion is the primary borrower of the revolving credit facility and term loan. Snowbird Acquisition Holdings, Inc. does not provide a downstream guarantee to Hyperion's credit facilities. Hyperion's credit facilities do benefit from guarantees from Hyperion's operating subsidiaries. The company confirmed that Snowbird Acquisition Holdings, Inc. and Snowbird Acquisition Vehicle, Inc. are holding companies with no other operations, cash flows, material assets or liabilities other than the equity interests in Hyperion. Management has indicated that appropriate footnote disclosures will be provided in the audited financials to help monitor differences between the borrower and the audited entity going forward. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Hyperion fails to improve credit metrics or if there is deterioration in liquidity or the competitive environment. Additionally, acquisitions that alter the company's business and operating profile may prompt a downgrade. Specifically, the ratings could be downgraded if: Debt to EBITDA is above 6.0x EBITA to interest expense is below 3.0x Free cash flow to debt is below 4.0% An upgrade would require a significant increase in scale, continued strong margins, and a sustainable improvement in credit metrics. Additionally, any upgrade would also require a stable competitive environment and continued good liquidity. Specifically, the ratings could be upgraded if: Revenue is approaching $750 million Debt to EBITDA is below 5.0x EBITA to interest expense is above 3.5x Free cash flow to debt is above 5.0% Headquartered in Worthington, Ohio, Hyperion develops, produces and sells hard and super-hard materials based on carbide and synthetic diamond technologies. Revenue for the 12 months ended March 31, 2021 was $372 million. Hyperion is a portfolio company of KKR (NYSE: KKR) and does not publicly disclose financial information. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. ICONIX BRAND: Notifies Trustee of Conditional Redemption of Notes ----------------------------------------------------------------- Iconix Brand Group, Inc. has caused to be delivered a notice of full conditional redemption to the trustee of its outstanding 5.75% convertible senior notes due 2023. The Notice calls for the redemption of the $125 million initial aggregate principal amount of the Notes on Aug. 16, 2021, and is conditioned on the conversion or contribution to the Company of the outstanding principal amount of Notes beneficially owned by Iconix Acquisition LLC and the consummation of the Company's previously announced merger with Iconix Merger Sub Inc. pursuant to that certain Agreement and Plan of Merger, dated June 11, 2021, among the Company, Iconix Acquisition LLC and Iconix Merger Sub Inc. The redemption price for the Notes is 100% of the principal amount redeemed, which amount is equal to $1,000 per $1,000 principal amount, plus accrued and unpaid interest to the redemption date, in accordance with the provisions of that certain Indenture, dated Feb. 22, 2018, among the Company, the guarantors thereunder, and the Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, governing the Notes. The Company also announced that it has notified the holders of the Notes that a Fundamental Change (as defined in the Indenture) is expected to occur upon the consummation of the Merger. The currently anticipated date of the Fundamental Change is Aug. 3, 2021, and the proposed Fundamental Change Repurchase Date (as defined in the Indenture) is Sept. 16, 2021. Accordingly, the deadline by which holders of Notes may elect the repurchase option pursuant to Section 3.01 of the Indenture is expected to be 5:00 p.m., New York City time, on Sept. 15, 2021. The Fundamental Change Repurchase Price (as defined in the Indenture) is $1,000 for each $1,000 principal amount of Notes, plus accrued and unpaid interest up to the repurchase date. The Fundamental Change Make-Whole Amount (as defined in the Indenture) is not applicable. There can be no assurance that the Conversion or the Merger will be completed as contemplated or at all. About Iconix Brand Iconix Brand Group, Inc., owns, licenses and markets a portfolio of consumer brands including: CANDIE'S, BONGO, JOE BOXER, RAMPAGE, MUDD, MOSSIMO, LONDON FOG, OCEAN PACIFIC, DANSKIN, ROCAWEAR, CANNON, ROYAL VELVET, FIELDCREST, CHARISMA, STARTER, WAVERLY, ZOO YORK, UMBRO, LEE COOPER, ECKO UNLTD., MARC ECKO, ARTFUL DODGER, and HYDRAULIC. In addition, Iconix owns interests in the MATERIAL GIRL, ED HARDY, TRUTH OR DARE, MODERN AMUSEMENT BUFFALO and PONY brands. The Company licenses its brands to a network of retailers and manufacturers. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and brand loyalty. Iconix Brand reported a net loss of $2.97 million for the year ended Dec. 31, 2020, compared to a net loss of $99.92 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $412.74 million in total assets, $637 million in total liabilities, $24.32 million in redeemable non-controlling interest, and a total stockholders' deficit of $248.59 million. INTELSAT SA: Fights SES Americom Over $1.8 Billion C-Band Contract ------------------------------------------------------------------ Alex Wolf of Bloomberg Law reports that Intelsat SA fought back against competitor SES Americom Inc.'s $1.8 billion breach-of-contract claim related to a deal to split proceeds from clearing the "C-band" spectrum. Any agreement between the satellite operators was disbanded once the Federal Communications Commission terminated their private, market-based approach to clear the spectrum, Intelsat said in a July 16. 2021 filing with the U.S. Bankruptcy Court for the Eastern District of Virginia. The company stands to earn up to nearly $5 billion from the FCC for quickly freeing up the telecommunications spectrum for 5G cellular service providers. About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. It is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The U.S. Trustee for Region 4 appointed an official committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc. as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. INVESTVIEW INC: Pays Preferred Quarterly Dividend ------------------------------------------------- Investview, Inc. paid the quarterly dividend to Preferred Shareholders of eighty-one cents per share on July 15, 2021, to all holders of preferred shares as shown on the transfer records of the Corporation at the close of business June 30, 2021. Holders of Investview Preferred Shares receive an annual dividend yield of 13% as described in their Perpetual Preferred Unit Offering. The 13% annual dividend for the first three years is escrowed from the $25 Preferred Share price. Investview Inc. officially closed the Perpetual Preferred Unit Offering on June 22nd, 2021; at that time Investview, Inc. sold 252,192 Units. The Company is now in the process of applying for a symbol for the Preferred Shares. About Investview Headquartered in Salt Lake City, Utah, Investview, Inc., is a diversified financial technology organization that operates through its subsidiaries, to provide financial products and services to individuals, accredited investors and select financial institutions. As of March 31, 2021, the Company had $19.55 million in total assets, $23.25 million in total liabilities, and a total stockholders' deficit of $3.70 million. Haynie & Company, in Salt Lake City, Utah, the Company's auditor since 2017, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has suffered losses from operations and its current cash flow is not enough to meet current needs. This raises substantial doubt about the Company's ability to continue as a going concern. ION GEOPHYSICAL: Reports Preliminary Second Quarter 2021 Results ---------------------------------------------------------------- ION Geophysical Corporation said it expects second quarter 2021 revenues to be approximately $20 million, an improvement of approximately 40% sequentially or a decrease of 13% from the prior period. At quarter end, the Company's total liquidity of approximately $33 million consisted of $27 million of cash (including net revolver borrowings of $20 million) and approximately $6 million of remaining available borrowing capacity under the revolving credit facility. Backlog is estimated to be $14 million as the Company's Mid North Sea High 3D multi-client program in the North Sea proceeded ahead of schedule this quarter, leveraging the Company's proprietary Marlin and Orca digital technologies to acquire the survey in a more efficient, eco-friendly manner. "Second quarter revenues improved sequentially, consistent with our expectations of momentum building throughout the year," said Chris Usher, ION's president and chief executive officer. "We continue to execute the two main pillars of our growth strategy. Our new 3D program in the North Sea is progressing well with solid industry support. We continue to advance our diversification into ports and offshore logistics with a positive rollout in CalMac's series of UK ports and a new Africa maritime digitalization strategy. Encouragingly, even in this uncertain environment, we are seeing some signs of market recovery - oil prices are up nearly 50% this year and early movers are starting to strategically purchase data again." About ION Headquartered in Houston, Texas, ION -- http://www.iongeo.com-- is an innovative, asset light global technology company that delivers powerful data-driven decision-making offerings to offshore energy, ports and defense industries. The Company is entering a fourth industrial revolution where technology is fundamentally changing how decisions are made. The Company provides its services and products through two business segments -- E&P Technology & Services and Operations Optimization. ION Geophysical reported a net loss of $37.11 million for the year ended Dec. 31, 2020, compared to a net loss of $47.21 million on $174.68 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $189.65 million in total assets, $258.02 million in total liabilities, and a total deficit of $68.37 million. Houston, Texas-based Grant Thornton LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company had outstanding $120.6 million aggregate principal amount of its 9.125% Senior Secured Second Priority Notes, which mature on Dec. 15, 2021. The Notes, classified as current liabilities, caused the Company's current liabilities to exceed its current assets by $150.9 million and its total liabilities exceeds its total assets by $71.1 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. * * * As reported by the TCR on June 7, 2021, S&P Global Ratings raised its issuer credit rating on U.S.-based marine seismic data company ION Geophysical Corp. to 'CCC' from 'SD' (selective default). S&P said, "Our 'CCC' rating reflects the company's unsustainable leverage and the potential for a liquidity shortfall over the next 12 months. After a 30% year-over-year decline in its revenue in 2020 and a 49% sequential decline in the first quarter of 2021, ION is highly dependent on an improvement in demand for offshore seismic data to survive." IQ FORMULATIONS: Has Until Oct. 15 to File Plan & Disclosures ------------------------------------------------------------- Judge Scott M. Grossman has entered an order within which Debtor IQ Formulations, LLC, must file a Plan and Disclosure Statement on or before October 15, 2021. A copy of the order dated July 15, 2021, is available at https://bit.ly/3irAWjO from PacerMonitor.com at no charge. Debtor's Counsel: Brian S. Behar, Esq. Behar, Gutt & Glazer, P.A. DCOTA, Suite A-350 1855 Griffin Road Fort Lauderdale, FL 33004 Telephone: (305) 931-3771 Email: bsb@bgglaw.com About IQ Formulations IQ Formulations, LLC is a Tamarac, Fla.-based company that operates in the dairy product manufacturing industry. It conducts business under the name Metabolic Nutrition. IQ Formulations filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-15922) on June 18, 2021. Jay Cohen, chief executive officer and president, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $10 million. Judge Scott M. Grossman presides over the case, Behar, Gutt & Glazer, P.A. serves as the Debtor's legal counsel. ISLA DEL CARIBE: Case Summary & 9 Unsecured Creditors ----------------------------------------------------- Debtor: Isla Del Caribe Development Inc. Calle Antonio Rios 37 Naguabo, PR 00718 Business Description: The Debtor has two real properties in Puerto Rico valued at $1.3 million. Chapter 11 Petition Date: July 19, 2021 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 21-02191 Judge: Hon. Enrique S. Lamoutte Inclan Debtor's Counsel: Carmen D. Conde Torres, Esq. C. CONDE & ASSOC. 254 San Jose Street 5th Floor San Juan, PR 00901-1523 Tel: 787-729-2900 Fax: 787-729-2203 E-mail: condecarmen@condelaw.com Debtor's Accountant: JOSE A DIAZ CRESPO Total Assets: $1,335,000 Total Liabilities: $660,493 The petition was signed by Joe Santana Maldonado as president. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GULBV7Y/ISLA_DEL_CARIBE_DEVELOPMENT_INC__prbke-21-02191__0001.0.pdf?mcid=tGE4TAMA J. E. BERKOWITZ: Files for Chapter 7 Bankruptcy After Closure ------------------------------------------------------------- USGLASS News Network reports that following reports of having closed earlier this 2021, J. E. Berkowitz has filed for chapter 7 bankruptcy in the United States Bankruptcy Court for the District of Delaware. It has an estimated 200-999 creditors and assets of an estimated $100,001 to $500,000 according to the bankruptcy filing. It is listed as having estimated liabilities between $50,000,001 and $100 million. On July 14, 2021, J.E. Berkowitz filed a voluntary petition for relief under title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware along with affiliates Columbia Commercial Building Products Acquisition, Consolidated Glass Holdings Inc. and Shaw Glass Holdings LLC. According to court documents, J. E. Berkowitz is scheduled as having to submit documents listing their creditors by July 29, 2021. About J.E. Berkowitz LP JEB is a glass manufacturing company that began operations in or around 1920. It manufactures glass products. The Company offers insulating, heat-treated, laminated, fusion, and point-supported glass products. J.E. Berkowitz serves clients in the United States. J.E. Berkowitz sought Chapter 7 protection (Bankr. D. Del. Lead Case No. 21-11028) on July 14, 2021. In its petition, JEB estimated assets of between $100,001 and $500,000 and estimated liabilities between $50 million and $100 million. The Debtors' attorneys are Derek C. Abbott and Paige Noelle Topper of Morris, Nichols, Arsht & Tunnell. JAGUAR HEALTH: Adjourns Annual Meeting of Stockholders Until Aug. 6 ------------------------------------------------------------------- Jaguar Health, Inc. has adjourned its Annual Meeting of Stockholders held on May 13, 2021 for a third time due to a lack of quorum. The adjourned meeting will be held at 8:30 a.m. Pacific Standard Time/11:30 a.m. Eastern Standard Time on Friday, Aug. 6, 2021 at the offices of the Company at 200 Pine Street, Suite 400, San Francisco, CA 94104. The record date for determining stockholders eligible to vote at the Annual Meeting will remain the close of business on April 12, 2021. Stockholders have thus far strongly supported the proposals. No action is required by any stockholder who has previously delivered a proxy and who does not wish to revoke or change that proxy. "We encourage all eligible stockholders who have not yet voted their shares - or provided voting instructions to their broker or other record holder - to do so prior to the Annual Meeting, as your participation is important. See below under 'How to Vote' for instructions on how to vote if you have not already voted, or if you would like to change your votes," said Conte. "Jaguar's Board of Directors recommends a vote "FOR" the presented proposals. Approximately an additional 2.9% of the Company's eligible common stock outstanding needs to be voted to reach quorum." How to Vote Stockholders of record as of the close of business on April 12, 2021 may vote by internet at http://www.voteproxy.com,or by telephone at 800-776-9437 (this voting phone number is operational 24x7), or by returning a properly executed proxy card. Stockholders who hold shares of Jaguar stock in street name may vote through their broker. Street name stockholders requiring assistance with voting their shares are encouraged to contact Jaguar's proxy solicitation firm, Georgeson, at 866-821-0284, Monday to Friday from 9:00 a.m. - 11:00 p.m. US Eastern Standard Time, and Saturday from 12:00 p.m.-6:00 p.m. US Eastern Standard Time. Georgeson's call center is not staffed on Sundays. No changes have been made to the proposals to be voted on by stockholders at the Annual Meeting. The Company's Proxy Statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC's website at www.sec.gov. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar Health reported a net loss and comprehensive loss of $33.81 million for the year ended Dec. 31, 2020, compared to a net loss and comprehensive loss of $38.54 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $68.71 million in total assets, $36.82 million in total liabilities, and $31.89 million in total stockholders' equity. JENNIE STUART MEDICAL: Fitch Alters Outlook on 'BB+' IDR to Pos. ---------------------------------------------------------------- Fitch Ratings has revised Jennie Stuart Medical Center's Rating Outlook to Positive from Stable and affirmed its Issuer Default Rating (IDR) and revenue bond rating at 'BB+'. The revenue bond ratings apply to approximately $62 million of bonds issued by County of Christian, Kentucky on behalf of Jennie Stuart Medical Center (JSMC). SECURITY The bonds are secured by a pledge of gross revenues, a first mortgage lien on certain property and a debt service reserve fund. ANALYTICAL CONCLUSION JSMC's margins improved significantly in fiscal 2019 and 2020 through a combination of non-recurring items and operating improvement initiatives, averaging 13.9% operating EBITDA for the two years. Consequently, JSMC's liquidity increased to $94 million (259 days cash on hand (DCOH)), resulting in higher cash and capitalization metrics to cover the hospital's debt load. Although Fitch does not expect operating cash flow to continue at these high levels of over 12% operating cash flow in the long-run, the recent improvement has provided JSMC with additional flexibility to execute strategic initiatives in the coming years and may signal momentum towards an investment grade rating. The affirmation of the 'BB+' continues to reflect JSMC's position as a small stand-alone, leading market share provider in a challenging service area with weak payor mix and stagnant population growth that will likely constrain the medical center's ability to sustain high revenue growth over multi-year periods. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Leading Market Position in Challenging Service Area JSMC's primary service area (Christian, Todd and Trigg Counties) is economically challenged, reflected in a payor mix where Medicaid and self-pay totaled 29.5% of gross revenues as of Dec. 31, 2020, with self-pay growing in fiscal 2020 to 5.5% from 3.4%. However, JSMC maintains a sole community hospital (SCH) designation and has a leading market share of 60% in its primary service area (PSA), which is significantly higher than its nearest competitor in western Kentucky. Inpatient and surgical volumes have not fully recovered from the pandemic in the first half of 2021 but management has also been pursuing other strategies to expand JSMC's reach within and outside its PSA. The Blue Creek Medical Office Building (MOB) opened in November 2020 and continues to record monthly growth rates towards targeted volumes. The MOB also houses clinical services provided by Vanderbilt Health, JSMC's clinical affiliated partner. JSMC is pursuing certain clinical expansions, including orthopedic robotic surgery, but significant revenue growth opportunities remain somewhat constrained given JSMC's already dominant PSA market share in an area with modest population declines. Operating Risk: 'bbb' Significantly Improved Operating Performance Fitch expects that JSMC's operating performance will be at levels above 9% operating EBITDA in the coming years, particularly given the incremental Hospital Rate Improvement Program (HRIP) revenue that it began to receive as of 2021. HRIP allows hospitals in Kentucky to draw more federal funds and in early 2021 a change was made to the program where the per claim add on changed the reimbursements from Medicaid rates to closer to average commercial rates. SMC received a four-million-dollar payment for 2020 that was recognized as revenue in the second half of 2021 as part of the change. JSMC is expecting another $5 million-$6 million for the full 2021 year. With the incremental HRIP funding recorded as of June 30, JSMC reported operating EBITDA of 17.6%, although Fitch expects year-end results to settle at a lower double-digit operating cash flow. The program requires an annual renewal from CMS, and Fitch expects the approval for FY 2022 in the coming weeks. The higher margins in 2021 follow a 15.4% operating EBITDA margin in 2020, which included $9.2 million in CARES funding to offset some of the revenue loss from the pandemic, and expense savings and staff reductions in response to the lower patient volume. JSMC also benefited from a settlement with the state of Kentucky (JSMC was one of 54 rural hospitals in the settlement) for which the medical center received $3.1 million that was recorded in June 2020. Management has also been focusing on streamlining hospital operations to reduce costs and improve efficiency (particularly in length of stay), which had already begun to translate to improvement in operating results prior to the coronavirus pandemic. JSMC's operating results in recent years have also received a boost from JSMC's classification as a SCH and its reclassification into the Nashville MSA in 2016, which increased the wage class index reimbursement level. The Nashville MSA classification was renewed in 2019 for three more years which will continue to support JSMC's operating results. Average age of plant remains elevated (17.4 years) and capital spending is expected to increase going forward following several years of comparatively lower reinvestment. JSMC is in the planning stage for a $30 million expansion project that would revamp the hospital's pharmacy, consolidate oncology services, and expand the emergency department. The projects are expected to be completed in the second half of 2023. Management is not expecting to incur additional debt in conjunction with these projects and would finance them with cash reserves and operating cash flow. Financial Profile: 'bbb' Improved Financial Profile in the Forward-Look-Scenario Analysis Excluding $14.6 million in Medicare accelerated payments that were on the balance sheet as of FYE 2020, DCOH increased significantly to 259 days from 197 days in 2020. Accordingly, cash to adjusted debt increased to 114%, which aligns with an improved financial profile assessment of 'bbb' from 'bb' in the context of a mid-range operating risk assessment. Cash to debt recovers to levels close to 115% after a revenue stress and an issuer-specific portfolio stress of 9.9%. Fitch's forward-look scenario analysis assumes operating EBITDA margins averaging around 10% and increased capital spending in 2022 and 2023 for the cancer expansion and emergency department projects. The improved financial profile assessment supports the Positive Outlook as it signals leverage metrics that are in line with an investment grade rating. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS Thera are no asymmetric risk considerations affecting the rating determination. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Maintenance of recently improved operating performance that sustains operating EBITDA metrics at above 9%, which would likely result in a re-assessment of the Operating Risk driver to 'a' from the current 'bbb' assessment; -- Sustained cash flow growth that supports higher levels of capital spending while maintaining cash to adjusted debt of above 100%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- An Outlook revision to Stable would probably be based on a significant reduction in liquidity that leads to cash to adjusted debt levels that is expected to remain below 100%; -- A sustained economic downturn in JSMC's service area that leads to significant deterioration in payor mix that constrains operating margins; -- Operating EBITDA margins that fall below 8%. 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. JSMC is a 194-licensed bed (139-staffed bed) inpatient acute care hospital located in Hopkinsville, KY, approximately 70 miles north of Nashville, TN and 40 miles south from Madisonville, KY. JSMC had total operating revenues of around $152 million in fiscal 2020. 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. JERSEY CITY COMMUNITY: Case Summary & Unsecured Creditor -------------------------------------------------------- Debtor: Jersey City Community Housing Corporation 120 Wayne Avenue Jersey City, NJ 07302 Business Description: Jersey City Community Housing Corporation is engaged in activities in related to real estate. Chapter 11 Petition Date: July 20, 2021 Court: United States Bankruptcy Court District of New Jersey Case No.: 21-15863 Debtor's Counsel: Charles M. Izzo, Esq. LAW OFFICE OF CHARLES M. IZZO 116 North 2nd Street Suite 204 Camden, NJ 08102 Tel: 856-757-0550 Fax: 856-757-9071 Email: cminj2001@yahoo.com Total Assets: $7,753,000 Total Liabilities: $2,439,118 The petition was signed by Lennox Terry Dominic Dehere, Jr. as president. The Debtor listed City of Jersey City as its sole unsecured creditor holding a claim of $30,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BWCVGWY/Jersey_City_Community_Housing__njbke-21-15863__0001.0.pdf?mcid=tGE4TAMA JOHNSON & JOHNSON: Explores New Company for Talc Bankruptcy ----------------------------------------------------------- Reuters, citing people familiar with the matter, reported that Johnson & Johnson (JNJ.N) is exploring a plan to offload liabilities from widespread Baby Powder litigation into a newly created business that would then seek bankruptcy protection. During settlement discussions, one of the healthcare conglomerate's attorneys has told plaintiffs' lawyers that J&J could pursue the bankruptcy plan, which could result in lower payouts for cases that do not settle beforehand, some of the people said. Plaintiffs' lawyers would initially be unable to stop J&J from taking such a step, though could pursue legal avenues to challenge it later. J&J has not yet decided whether to pursue the bankruptcy plan and could ultimately abandon the idea, some of the people said. Reuters could not determine whether J&J has retained restructuring lawyers to help the company explore the bankruptcy plan. J&J faces legal actions from tens of thousands of plaintiffs alleging its Baby Powder and other talc products contained asbestos and caused cancer. The plaintiffs include women suffering from ovarian cancer and others battling mesothelioma. "Johnson & Johnson Consumer Inc. has not decided on any particular course of action in this litigation other than to continue to defend the safety of talc and litigate these cases in the tort system, as the pending trials demonstrate," the J&J subsidiary housing the company’s talc products said in a statement provided to Reuters. J&J declined further comment. Should J&J proceed, plaintiffs who have not settled could find themselves in protracted bankruptcy proceedings with a likely much smaller company. Future payouts to plaintiffs would be dependent on how J&J decides to fund the entity housing its talc liabilities. J&J is now considering using Texas's "divisive merger" law, which allows a company to split into at least two entities. For J&J, that could create a new entity housing talc liabilities that would then file for bankruptcy to halt litigation, some of the people said. The maneuver is known among legal experts as a Texas two-step bankruptcy, a strategy other companies facing asbestos litigation have used in recent years. About Johnson & Johnson Consumer Based in Skillman, New Jersey, Johnson & Johnson Consumer Companies Inc. engages in the research and development of products. The Company provides products for newborns, babies, toddlers, and mothers, including cleansers, skin care, moisturizers, hair care, diaper care, sun protection, and nursing products. JOSEPH A. BRENNICK: Selling Lockwood's Sarasota Property for $850K ------------------------------------------------------------------ Joseph A. Brennick asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of Lockwood Ridge Associates, Inc.'s vacant residential real property located at 0 N Lockwood Ridge Road, in Sarasota, Florida 34235, to LFI Holding Group, LLC, for $850,000. The Debtor, in his capacity as owner and officer of the Company, has received an offer from the Purchaser to purchase the Property for $850,000, with closing to occur by Sept. 30, 2021. The terms of the offer are set forth in an "As Is" Residential Contract for Sale and Purchase Commercial Contract. Consummation of the proposed sale of the Property pursuant to the terms of the Contract may involve the incurrence of and the payment of certain expenses, including a broker's commission, appraisals, title insurance, and other normal costs of closing, payment of which should be made from the sales proceeds. The Property has been listed with Blakely & Associates Realty and a cooperating broker, Better Homes & Gardens Real Estate Atchley Properties, is also referenced on the Contract as entitled to compensation at the Closing. Thus, as part of the Closing Costs, the Debtor proposes to pay the aforementioned brokers a total commission equal to 6% of the Purchase Price. The Property is fully encumbered by liens in favor of Secured Creditors American Momentum Bank ("AMB") and Allstate Insurance Co. The amounts and relative priority of the claims of the Secured Creditors with respect to the Property are currently in dispute and the subject of pending litigation in Case No. 2020-CA-OOO340-NC, American Momentum Bank vs. Lockwood Ridge Associates, Inc., Joseph Brennick and Allstate Insurance Company, in the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida. The Debtor believes that the combined claims of both Secured Creditors exceed the Purchase Price. He proposes to pay to the Secured Creditors all of the net proceeds from the sale of the Property at the Closing in such respective amounts either (i) as agreed to by the parties to the Litigation at a July 27, 2021, mediation, or (ii) as determined by the State Court, after payment of the Closing Costs. In the event the amounts to be paid to the Secured Creditors from the sale of the Property have not been determined as contemplated in the foregoing paragraph prior to the Closing, the Debtor proposes that his counsel holds the net proceeds in escrow pending a determination by the State Court, and that the liens of the Secured Creditors attach to said net proceeds to the same extent, validity and priority as of the date of the Closing. The Debtor submits that his exercise of business judgment as owner and officer of the Company to consummate the sale by the Company of the Property free and clear of liens, claims, encumbrances, and interests, and the disposition of proceeds as set forth, is in the best interest of the estate. The Debtor requests authority for the Company to sell the Property pursuant to the terms of the Contract pursuant to Section 363(b) and (f) of the Bankruptcy Code free and clear of all liens, claims, encumbrances, and interests. He also requests authority to pay the Closing Costs and the remaining net proceeds to the Secured Creditors at the Closing without further order of the Court. A copy of the Contract is available at https://tinyurl.com/3rxfpzk from PacerMonitor.com free of charge. Joseph A. Brennick sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 18-07874) on Sept. 18, 2018. The Debtor tapped Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Postler, P.A., as counsel. KEENE SITE: Has Until Oct. 18 to File Plan & Disclosures -------------------------------------------------------- Judge Michael G. Williamson has entered an order within which Debtor Keene Site Prep, Inc. shall file a Plan and Disclosure Statement on or before October 18, 2021. A copy of the order dated July 15, 2021, is available at https://bit.ly/3zaV7sW from PacerMonitor.com at no charge. The Debtor's Counsel: 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. KINSER GROUP: Seeks to Tap Randall Clemson as Real Estate Appraiser ------------------------------------------------------------------- Kinser Group II, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Randall Clemson, a real estate appraiser and valuation expert at Kidder Mathews. Mr. Clemson will provide expert valuation testimony regarding his appraisal and review any appraisal introduced by First Financial Bank, the Debtor's lender. He will charge $175 per hour for deposition and trial preparation and $275 per hour for any deposition or trial testimony. In court papers, Mr. Clemson disclosed that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Clemson can be reached at: Randall Clemson Kidder Mathews 2525 E. Camelback Rd., Suite 210 Phoenix, AZ 85016 Telephone: (602) 513-5158 Email: randy.clemson@kidder.com About Kinser Group II Kinser Group II, LLC, an operator of a Holiday Inn Express hotel in Bloomington, Ind., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-04208) on May 28, 2021. In the petition signed by Kenneth L. Edwards, manager, the Debtor disclosed $8,543,167 in total assets and $7,543,989 in total liabilities. Judge Brenda K. Martin oversees the case. Quarles & Brady, LLP is the Debtor's legal counsel. KISSMYASSETS LLC: Seeks to Use Cash Collateral ---------------------------------------------- Kissmyassets, L.L.C. asked the Bankruptcy Court to authorize its use of cash collateral consisting of rent income the Debtor receives from its sole tenant, Raaisha Enterprises, Inc. The Debtor's income is derived solely from leasing its property which consists of a unit in a commercial shopping center. In order to maintain its existing business operations, the Debtor needs to pay operating expenses, including owner's association fees, Chapter 11 quarterly fees, and (if approved) officer compensation, pursuant to a proposed monthly budget. The budget provided for $1,720 in total expenses for a 30-day period, against $3,000 in monthly gross income. The Debtor asserted that the use of the postpetition rents is necessary for its effective reorganization. Smiles III, Incorporated may assert a security interest in the rents the Debtor receives pursuant to an assignment of rents provision in a certain deed of trust. A copy of the motion is available for free at https://bit.ly/3wGa3NV from PacerMonitor.com. Counsel for the Debtor: George Mason Oliver, Esq. Ciara L. Rogers, Esq. The Law Offices of Oliver & Cheek, PLLC P.O. Box 1548 New Bern, NC 28563 Telephone: (252) 633-1930 Facsimile: (252) 633-1950 Email: george@olivercheek.com ciara@olivercheek.com About Kissmyassets, L.L.C. Kissmyassets, L.L.C. owns a unit in a commercial shopping center located at 419 S. College Road Unit 39, in Wilmington, North Carolina. The company filed for bankruptcy under Chapter 11 (Bankr. E.D. N.C. Case No. 21-01316) on June 8, 2021. On the Petition Date, the Debtor estimated $100,000 to $500,000 in assets and up to $50,000 in liabilities . The petition was signed by Andrew G. Skidmore, managing member. Judge Stephani W. Humrickhouse is assigned to the case. The Law Offices of Oliver & Cheek, PLLC serves as the Debtor's counsel. KRISJENN RANCH: Unsecureds Will be Paid in Full in Sale Plan ------------------------------------------------------------ KrisJenn Ranch, LLC, et al., submitted a Joint Plan and a Disclosure Statement. The Debtors have filed a motion to employ Ken Hoerster and Texas Ranches For sale as its broker to sell the ranch at Uvalde, Texas. The ranch proceeds shall be used to pay the Mcleod debt, all unsecured debt and the administrative expenses of the bankruptcy. Class 5 is the impaired, unsecured claim of Davis, Cedillo & Mendoza, Inc., in the amount of $2,945. The Class 5 claim will be paid in 20 equal monthly installments at the federal judgment rate in effect on the confirmation date. The first payment shall be made on the 1stday of the month to occur 30 days after the Effective Date. Cedillo shall vote on the Plan. Class 6 are the impaired, general unsecured administrative convenience claims scheduled at $1,000 or less. These claims were all scheduled in Case 20-50805, but none of the creditors filed claims in any of the Debtors' cases. The Class 6 claims shall be paid in full on the Effective Date. They are unimpaired and shall not vote on the plan. Class 7 claim is the general unsecured claim of insider Larry Wright. This claim was scheduled in Case 20-50805 in the amount of $648,209. Additionally, Larry Wright loaned $129,446 to the Company. The Class 7 claim shall be subordinated to all other claims in the bankruptcy except equity claims. The claim shall be paid in 120 equal monthly installments beginning the 5th year anniversary of the Effective Date with interest at the judgment rate of interest in effect on the Effective Date. The claim is deemed unimpaired and shall not vote on the plan. Attorneys for the Debtors: Ronald J. Smeberg THE SMEBERG LAW FIRM, PLLC SBN: 24033967 4 Imperial Oaks San Antonio, Texas 78248 Tel: (210) 695-6684 Fax: (210) 598-7357 A copy of the Disclosure Statement dated July 12, 2021, is available at https://bit.ly/3egx9V9 from PacerMonitor.com. About KrisJenn Ranch KrisJennRanch, LLC is a Texas limited liability company with two series. The first series is KrisJennRanch, LLC Series Uvalde Ranch and the second is KrisJennRanch, LLC Series Pipeline Row. Series Pipeline owns a pipeline and right of way. Additionally, Series Unvalde owns the KrisJennRanch located at 6048 CR 365, Uvalde, Texas 78801. The Express Pipeline and the Ranch were each encumbered by a $5.9 million loan from Mcleod Oil related to an investment in a pipeline and its right of way. KrisJenn Ranch, LLC, KrisJenn Ranch, LLC Series Uvalde Ranch and KrisJenn Ranch, LLC Series Pipeline Row sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 20-50805) on April 27, 2020. At the time of the filing, KrisJenn Ranch, LLC disclosed total assets of $16,246,409 and total liabilities of $6,548,315. Judge Ronald B. King oversees the cases. Muller Smeberg PLLC is the Debtors' legal counsel. No creditors' committee has yet been appointed in this case by the United States Trustee. No trustee or examiner has been requested or appointed. KUMTOR GOLD CO: Procedural Issues Block Its Chapter 11 Injunction ----------------------------------------------------------------- Law360 reports that a New York bankruptcy judge declined Monday, July 19, 2021, to issue a temporary restraining order in the Chapter 11 case of Kumtor Gold Co. , saying the target of the order, the nation of Kyrgyzstan, had not been given proper notice of the complaint through which the debtor sought the injunction. During a virtual hearing, U.S. Bankruptcy Judge Lisa G. Beckerman said the facts weighed in favor of a restraining order against the government of Kyrgyzstan to block it from taking actions in violation of the automatic stay. About Kumtor Gold Inc. Centerra Gold Inc. is a Canadian mining company that owns and operates the Kumtor Gold Mine in the Kyrgyz Republic. Centerra placed subsidiaries, Kumtor Gold Co and Kumtor Operating Co., into Chapter 11 bankruptcy in the U.S. following nationalization of the miner's Kumtor gold mine by the Kyrgyz Republic, a former Soviet republic. Kumtor Gold Company CSJC and Kumtor Operating Company CSJC sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 21-11051 to 21-11052) on May 31, 2021. Kumtor Gold was estimated to have $1 billion to $10 billion in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Hon. Lisa G. Beckerman is the case judge. SULLIVAN & CROMWELL LLP, led by James L. Bromley, is the Debtor's counsel. STIKEMAN ELLIOT LLP is the co-counsel. LECLAIRRYAN: Ex-General Counsel Hit With Criminal Obstruction Suit ------------------------------------------------------------------ Law360 reports that federal prosecutors hit LeClairRyan's former general counsel with a criminal obstruction charge Wednesday, July 14, 2021, claiming that the disbarred attorney impeded a U.S. Trustee Program proceeding in 2019, the same year he was accused of misappropriating funds from a bankrupt title insurer's trust. Bruce Matson, who was disbarred last 2020 amid allegations that he misappropriated $2.5 million from the LandAmerica Financial Group's trust, is charged with one count of obstruction of an official proceeding related to his time as the trust's fiduciary. A plea agreement hearing has been scheduled for July 22, 2021 according to the case docket. About LeClairRyan Founded in 1988, LeClairRyan PLLC was a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional, and global businesses. Following massive defections by its attorneys, LeClairRyan members voted in July 2019 to wind down the firm's operations. Richmond, Va.-based LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-34574) on Sept. 3, 2019, to effect the wind-down. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown, Esq., and Jason Harbour, Esq., at Hunton Andrews Kurth, represented LeClairRyan in the case. Protiviti served as financial adviser for the liquidation. On Oct. 3, 2019, the Bankruptcy Court converted the case to one under Chapter 7 of the Bankruptcy Code and appointed Lynn L. Tavenner as Chapter 7 Trustee. LEN ENGLAND: Case Summary & 2 Unsecured Creditors ------------------------------------------------- Debtor: Len England Orchard Inc. 2331 Wapato Lake Road Manson, WA 98831-9558 Chapter 11 Petition Date: July 13, 2021 Court: United States Bankruptcy Court Eastern District of Washington Case No.: 21-00917 Judge: Hon. Frederick P. Corbit Debtor's Counsel: David P. Gardner, Esq. WINSTON & CASHATT, LAWYERS 601 W. Riverside Avenue, Suite 1900 Spokane, WA 99201 Tel: (509) 838-6131 Fax: (509) 838-1416 E-mail: dpg@winstoncashatt.com Total Assets: $0 Total Liabilities: $2,500,000 The petition was signed by Len England, owner. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/W2VJV6I/Len_England_Orchard_Inc__waebke-21-00917__0001.0.pdf?mcid=tGE4TAMA LIMETREE BAY: Gets Court Approval to Hire BMC Group --------------------------------------------------- Limetree Bay Services, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ BMC Group, Inc. as their claims, noticing and administrative agent. BMC Group will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. The firm will also provide bankruptcy administrative services, including balloting, solicitation and tabulation services. The hourly rates of BMC Group's professionals are as follows: Clerical & Document Custody $35 - $45 per hour Analysts/Case Support Associates $45 - $85 per hour Technology/Programming $85 - $125 per hour Consultants/Senior Consultants $95 - $125 per hour Project Manager/Director $150 per hour The retainer fee is $25,000. Tinamarie Feil, president of client services at BMC Group, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tinamarie Feil BMC Group, Inc. 3732 W. 120th Street Hawthorne, CA 90250 Telephone: (206) 499-2169 Email: tfeil@bmcgroup.com About Limetree Bay Services Houston-based Limetree Bay Services, LLC and its affiliates own and operate an oil refinery, which is part of a 2,000-acre industrial complex located on the southern coast of St. Croix, U.S. Virgin Islands. Limetree Bay Services and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 21-32351) on July 12, 2021. Mark Shapiro, chief restructuring officer, signed the petitions. At the time of the filing, the Debtors disclosed total assets of up to $10 million and total liabilities of up to $50,000. Judge David R. Jones oversees the cases. The Debtors tapped Baker & Hostetler LLP as legal counsel and B. Riley Financial, Inc. as restructuring advisor. BMC Group, Inc. is the claims, noticing and administrative agent. MCGRAW-HILL INC: Fitch Affirms 'B+' LongTerm IDR, Outlook Negative ------------------------------------------------------------------ Fitch Ratings has affirmed McGraw-Hill, LLC's (MH) Long-Term Issuer Default Rating (IDR) of 'B+' and all issue ratings (first lien: 'BB+'/'RR1'; 1.5 lien: 'BB'/'RR2'; unsecured: 'BB-'/'RR3'). Fitch also resolved the Rating Watch Negative (RWN). The Rating Outlook is Negative. The RWN resolution was driven by funding details for Platinum Equity, LLC's $4.5 billion acquisition of MH. Although closing pro forma FFO leverage of 6.8x is high for the rating, Fitch's rating case assumes leverage declines below 6.0x within 18-24 months, in line with the rating sensitivities presented when the RWN was instituted on June 17, 2021. The Negative Outlook is driven by the possibility that the company's operating trajectory may not show sufficient debt repayment to meet Fitch's timeline. All existing MH debt will be repaid upon closing of MH's acquisition by Platinum. KEY RATING DRIVERS Elevated Closing Leverage: Fitch-calculated closing pro forma FFO total leverage is expected to be 6.8x, based on March 31, 2021 FFO-adjusted for annualized realized cost savings and Fitch's rating case estimate of Platinum's additional cost savings is detailed below. While closing leverage is high for the rating, Fitch's rating case assumes leverage will decline below 6.0x within 18-24 months and remain in compliance with the rating sensitivities presented when Fitch placed MH on RWN on June 17, 2021. Cost Savings: Fitch expects MH to fully realize $100 million of previously outlined cost savings by FYE March 31, 2022, in line with Fitch's previous expectations. Platinum identified a further $50 million of synergies driven by additional operating efficiencies with approximately $69 million of upfront costs. Fitch believes the cost synergies are largely attainable, and its rating case assumes a blend of expense cut realization totaling 91% of Platinum's estimate and full upfront costs. Fitch's estimates are driven by the category and scope of expected efficiencies and upfront costs, typical industry realizations and the probability of realizing each category. Fitch's synergy realization expectations range from 80% to 100% of management's expectations. Coronavirus Pandemic: The pandemic's negative effect on state budgets were muted by several rounds of direct and indirect federal stimulus injections during 2020 and 2021, with more than $235 billion already allocated to education and a further $506 billion under consideration. The American Rescue Plan (ARP), signed into law in March 2021, provides $350 billion of direct aid to state and local governments. The ARP includes $130 billion for K-12 schools easing the burden on both state, which typically fund approximately 45% of local K-12 education content purchases and depend on sales and/or income tax for revenue, and local governments. While local governments were less affected as they derive varying portions of their revenues from property taxes, they were responsible for funding school safety measures, including establishing and maintaining remote learning infrastructure. Market Outlook: Fitch notes during prior periods of economic stress, K-12 adoptions were rarely cancelled or even delayed (and then only for one year). Given that the current economic dislocation has little historic precedent, Fitch will continue to pay close attention to near-term adoption calendars for delays in timing. However, Fitch believes delays don't represent a significant near-term concern given the de minimis adoption delays to date and existing and potential education-focused federal aid. For higher ed, the potential for federal and state cuts in college funding and student aid is always an issue. Fitch believes long-term enrollment will continue to stabilize as college degrees remain a necessity for many jobs. In addition, college enrollment typically increases during recessions as jobs are harder to find and people look to augment their skills. Finally, most funding for higher ed textbooks and other course materials comes directly from students. However, near-term enrollment has been affected by coronavirus disruptions including students delaying starting or returning to school (gap year) and the closing of colleges that were under financial duress before the crisis. Diversified Revenues: For FYE March 31, 2021, approximately 45% of MH's total reported billings were derived from higher ed content, 35% from K-12 content, 11% from international content, which includes sales of higher ed and K-12 materials, and 9% from global professional education content and services. Market Share: MH holds leading positions in its two largest segments. The company has a strong market share in the U.S. higher ed market, with its digital offerings showing continued growth. However, the overall market remains under pressure due to "share" loss to rental and used textbook offerings. For the U.S. K-12 publishing market, Fitch believes Houghton Mifflin Harcourt (HMHC), MH and Savvas Learning Company (f.k.a. Pearson U.S. K12 Education), collectively, hold more than 80% market share. Long-Term Digital Opportunity: Fitch believes the overall transition to digital will continue apace, with digital billings having grown to approximately 72% of FYE March 31, 2021 total billings from 33% in FY 2015. Fitch notes K-12 billings are excluded from this number due to adoption-related variations. During 2Q21, higher ed digital billings growth more than offset print declines for the first time. Fitch expects the transition to digital, which the coronavirus only accelerated, to continue over the rating horizon, allowing for a more efficient cost structure. Fitch expects MH to continue investing in its digital products, including through small bolt-on acquisitions. DERIVATION SUMMARY MH is well positioned in the domestic K-12 and global higher ed educational materials markets, with additional global exposure to professional education content and services. MH is one of the leading global providers offering a full set of content and services, including robust digital platforms, across a broad range of education segments. In addition, MH has generally outperformed its competitors over the last few years as it was able to successfully navigate industry issues that resulted in several of its competitors experiencing operating issues. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Platinum LBO closes during FY21. -- FY2022 in line with company expectations. -- Revenues thereafter: Higher ed: low- to mid-single digit growth in higher ed; K-12: low- to mid-single digit declines in 2023 and 2024 driven by low adoptions, followed by substantial growth in 2025 due to several sizeable adoptions; international and professional: low-single digit annual growth. -- Revenue growth, coupled with already realized expense reductions and expected realized Fitch-calculated expense synergies drive significant margin improvement. -- Full costs to achieve the expected expense synergies. -- No dividends and small, bolt-on M&A over the rating horizon. -- Annual FCF used to repay debt. -- FFO total leverage, plus realized expense savings, declines below 5.0x by FY 2025. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes MH would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. MH's recovery analysis assumes significant K-12 adoptions delays followed by market share loss, driven by an inability to win enough upcoming adoptions and ongoing industry issues in the higher ed segment dragging down revenues, which pressure margins. The post-reorganization going-concern EBITDA of $500 million is based on Fitch's estimate of MH's average EBITDA over a normal cycle, adjusted to include the change in deferred revenues. This also accounts for MH's operating performance relative to its competitors and its overall industry segments and includes $100 million of annualized realized expense reductions, which have permanently reset the company's cost structure. Fitch assumes MH will receive a going-concern recovery enterprise value multiple of 7.0x EBITDA. The estimate considered several factors. HMHC and Pearson have traded at a mid-teen median enterprise value/EBITDA. Platinum is acquiring MH for $4.5 billion, or 8.7x Fitch-calculated adjusted EBITDA, including the change in deferred revenues and Fitch-estimated savings. Pearson sold its K-12 business for 9.5x operating profit in February 2019 (EBITDA was not disclosed). In March 2013 Apollo Global Management LLC acquired MH from S&P Global, Inc. for $2.5 billion, or approximately 7.0x estimated EBITDA. During the last financial recession, Pearson traded at about 8.0x enterprise value/EBITDA, while neither MH nor HMHC were public at the time. Cengage emerged from bankruptcy in 2014 with a $3.6 billion valuation, equating to an emergence multiple of 7.7x. Fitch assumes the asset-based lending facility will be 75% drawn and the revolver, which will be reduced to $250 million under the proposed transaction, will be 100% drawn at bankruptcy. Under this scenario it estimates full recovery prospects for the proposed first-lien senior secured credit facilities and rates them 'BB+'/'RR1', or three notches above MH's 'B+' IDR. The unsecured debt is only notched up to 'BB-'/'RR3' given MH's continued heavy weighting toward secured debt under the proposed capital structure and the resultant recovery prospects. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch does not expect an upgrade in the near term; -- Debt reduction is sufficient to drive Fitch-calculated FFO total leverage, including annualized realized cost savings, below 5.0x on a sustainable basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch-calculated FFO total leverage, including annualized realized cost savings, exceeds 6.0x for more than 18-24 months after the Platinum acquisition's closing; -- Mid-single-digit cash revenue declines, which may be driven by declines or no growth in digital products caused by a lack of execution or adoption by professors. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of March 31, 2021, MH had $353 million in cash, full availability under its $260 million revolver due November 2023 and a $150 million seasonal accounts receivable line due August 2023. There are currently no material maturities until November 2024 when the $1.4 billion first lien and $718 million 1.5 lien term loans mature. Fitch-calculated FFO-adjusted total leverage at Dec. 31, 2020 was 4.9x, pro forma for the inclusion of Fitch's estimated cost-savings. Fitch's focus on FFO-adjusted total leverage is in line with how Fitch calculates leverage across the K-12 industry, with the change in deferred revenue included in the calculation of FFO to account for GAAP-driven revenue timing differentials. As digital revenues continue increasing, revenues realized in a given year will eventually match revenues recognized in that year, although Fitch does not expect that to occur within the rating horizon. ISSUER PROFILE McGraw-Hill, LLC (MH) is a leading provider of physical and digital learning tools and platforms to students in the classrooms of approximately 250,000 higher ed instructors, 13,000 pre-kindergarten through 12th grade (K-12) school districts and a wide variety of academic institutions, professionals and companies in 140 countries. The company has evolved from a print centric producer of textbooks and instructional materials to a leader in the development of digital content and technology enabled adaptive learning solutions. MIDNIGHT MADNESS: Taps Norris McLaughlin as Special Counsel ----------------------------------------------------------- Midnight Madness Distilling, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Norris McLaughlin, P.A. as its special counsel. The Debtor needs the firm's assistance in connection with an audit being conducted by the PA Liquor Control Board. The firm will charge for its services on an hourly basis in accordance with its ordinary and customary rates. As disclosed in court filings, Norris McLaughlin is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code. The firm can be reached through: Theodore J. Zeller, Esq. Norris McLaughlin, PA 515 West Hamilton Street, Suite 502 Allentown, PA 18101 Phone: (610) 391-1800 Fax: (610) 391-1805 Email: tzeller@norris-law.com About Midnight Madness Distilling Midnight Madness Distilling LLC, a Trumbauersville, Pa.-based company that operates in the beverage manufacturing industry, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Penn. Case No. 21-11750) on June 21, 2021. Casey Parzych, manager, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Magdeline D. Coleman oversees the case. Flaster/Greenberg, P.C., is the Debtor's legal counsel. MUSEUM OF AMERICAN JEWISH: Wins Cash Collateral Access Thru Aug 16 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has authorized the Museum of American Jewish History, d/b/a National Museum of American Jewish History, to use the cash collateral of UMB Bank, N.A., or any duly appointed successor trustee, on an interim basis through August 16, 2021, and provide adequate protection. The Debtor is permitted to use cash collateral, in accordance with the Budget, with a 10% variance, for, among other things, working capital purposes, the payment of certain obligations in accordance with relief authorized by the Court and other obligations as set forth in the Budget. The Budget may be updated and modified by: (i) consensual agreement between the Debtor and the Indenture Trustee or (ii) by further Court order. The Court granted the Indenture Trustee replacement security interests in and replacement liens on all of the Debtor's post-petition assets in which the Indenture Trustee held a pre-petition lien, provided that the lien on post-petition assets will apply only to the types of collateral in which the Indenture Trustee held a valid and enforceable lien on pre-petition assets. The replacement liens will be equal to the aggregate diminution in value, if any, after the Petition Date of the pre-petition cash collateral. The Replacement Liens will be of the same validity, extent, and priority as the liens of the Indenture Trustee on the pre-petition collateral. The Replacement Liens will be subject and subordinate to fees payable to the United States Trustee and the Clerk of the Bankruptcy Court. A hearing to consider the entry of a further Order authorizing and approving use of Cash Collateral and providing adequate protection is scheduled for August 11 at 11:30 a.m. A copy of the order and the Debtor's budget for March 1, 2020 to July 25, 2021 is available for free at https://bit.ly/3z9uGUB from Donlin, Recano & Company Inc., the claims agent. The Debtor projects total receipts of $241,255 and total operating disbursements of $390,089 for the week ending July 4. About Museum of American Jewish History The Museum of American Jewish History -- https://www.nmajh.org/ -- is a Pennsylvania non-profit organization which operates the National Museum of American Jewish History, the only museum in the nation dedicated exclusively to exploring and interpreting the American Jewish experience. The museum presents educational and public programs that preserve, explore and celebrate the history of Jews in America. The museum was established in 1976 and is housed in the Philadelphia's Independence Mall. On March 1, 2020, Museum of American Jewish History sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 20-11285). The Debtor was estimated to have $10 million to $50 million in assets and liabilities. Judge Magdeline D. Coleman oversees the case. The Debtor tapped Dilworth Paxson, LLP as its legal counsel and Donlin, Recano & Company, Inc. as its claims agent. NABORS INDUSTRIES: Inks 1st Amendment to Receivables Purchase Deal ------------------------------------------------------------------ Nabors Industries, Inc. and Nabors A.R.F., LLC, a special purpose entity organized under the laws of Delaware, each an indirect subsidiary of Nabors Industries Ltd., together with Wells Fargo Bank, N.A. and Arab Banking Corporation B.S.C., New York Branch, entered into the First Amendment to that certain Receivables Purchase Agreement, dated Sept. 13, 2019, among the Nabors Entities, the Purchasers party thereto, and Wells Fargo as Administrative Agent. The First Amendment amends the Purchase Agreement to, among other things: * Extend the term of the Purchase Agreement to the earliest to occur of (i) Aug. 13, 2023, (ii) Dec. 31, 2022, if prior thereto the Company's existing revolving credit facility is not amended to extend its termination date to at least Oct. 11, 2024 and immediately after giving effect to such amendment the Consolidated Cash Balance of the Company is not at least $220 million, and (iii) July 19, 2022, if on such date any of the 5.5% Senior Notes due 2023 of Nabors Delaware remain outstanding; * Reduce the commitments of the Purchasers under the Purchase Agreement from $250 million to $150 million, with the possibility of being increased up to $200 million; * Reduce the number of Purchasers from three to two; * Require weekly reporting under certain circumstances if the Consolidated Cash Balance falls below $220 million; * Authorize the Administrative Agent's control over collection accounts in certain circumstances if the Consolidated Cash Balance falls below $180 million; and * Add as an event of termination the Consolidated Cash Balance falling below $160 million and not being cured as provided in the RCF. Amounts paid by the Purchasers to NARF for the purchase of the receivables pursuant to the Purchase Agreement, as amended pursuant to the Amendment, will accrue Yield for the Purchasers at a Yield Rate equal to the LIBOR Market Index Rate ("LMIR") plus the Applicable Margin of 1.75%; provided that on any day while an Event of Termination has occurred and is continuing, the Yield Rate shall be a rate per annum equal to the sum of 2.00% per annum plus the greater of (i) the Yield Rate as set forth above and (ii) the sum of the Alternative Base Rate in effect on such day plus the Applicable Margin. The Alternative Base Rate is the highest of (i) the Prime Rate, (ii) 0.75% per annum. NARF paid an upfront fee to the Purchasers of 0.20% of the commitments upon the effectiveness of the Amendment. About Nabors Nabors (NYSE: NBR) owns and operates land-based drilling rig fleets and provides offshore platform rigs in the United States and several international markets. Nabors also provides directional drilling services, tubular services, performance software, and innovative technologies for its own rig fleet and those of third parties. Leveraging advanced drilling automation capabilities, Nabors highly skilled workforce continues to set new standards for operational excellence and transform the industry. Nabors reported a net loss attributable to common shareholders of $820.25 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common shareholders of $720.13 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $5.50 billion in total assets, $3.80 billion in total liabilities, $442.84 million in redeemable noncontrolling interest in subsidiary, and $1.25 billion in total equity. * * * As reported by the TCR on Dec. 14, 2020, S&P Global Ratings raised its issuer credit rating on U.S.-based onshore drilling contractor Nabors Industries Ltd. to 'CCC+' from 'SD', reflecting its assessment of the company's credit risk following the debt exchange. Also in December 2020, Fitch Ratings downgraded the Issuer Default Rating (IDR) for Nabors Industries, Ltd. and Nabors Industries, Inc. (collectively, Nabors) to 'RD' from 'C' upon the completion of the company's exchange of senior unsecured notes for new senior unsecured priority guaranteed notes. Fitch deemed the exchange as a distressed debt exchange (DDE) under its criteria. NATIONAL TRACTOR: Wins Cash Collateral Access Thru Aug 20 --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, has authorized National Tractor Parts, Inc. to use the cash collateral of First Midwest Bank and eCapital Commercial Finance Corp., the prepetition secured lenders, on an interim basis through August 20, 2021, in accordance with the budget, with a 10% variance. As of the Petition Date, the Debtor owes First Midwest Bank $1,052,387, pursuant to loan agreements, promissory notes, security agreements, and other documents evidencing the Indebtedness executed by the Debtor in favor of First Midwest Bank. The Bank further asserts that pursuant to the Loan Documents, the Debtor granted it perfected security interest and lien on the property located at 12127A Galena Road, Plano, Illinois 60545, as well as all of the assets of the Debtor together with the proceeds thereon, some of which constitutes "cash collateral" within the meaning of section 363(a) of the Bankruptcy Code. As of the Petition Date, the Debtor owes eCapital $99,371, pursuant to a Master Purchase and Sale Agreement, security agreements, and other documents evidencing the Indebtedness executed by the Debtor in favor of eCapital. Pursuant to the Factoring Documents, the Debtor granted eCapital a perfected security interest and junior lien all of the Assets of the Debtor other than the Plano Property together with the proceeds thereon some of which constitutes Cash Collateral, except for the accounts receivable for which eCapital has a valid first lien. Other potential lien holders, whose liens are subordinate to First Midwest and eCapital, are: a) U.S. Small Business Administration b) First National Bank of Ottawa c) Echo Capitol (a/k/a/ Snap Advances) d) Berco of America e) Steel Tracks, Inc. As adequate protection for the Debtor's use of cash collateral, the Prepetition Secured Lenders will be secured by a lien to the same extent, priority and validity as existed prior to the Petition date. The Prepetition Secured Lenders will receive a security interest in and replacement lien upon all of the Debtor's property and the proceeds thereof, to the extent actually used and for the diminution, if any, in the value of the Prepetition Secured Lenders' Collateral. In return for the Debtor's continued interim use of Cash Collateral, First Midwest Bank is granted adequate protection payments in the amount of $5,000 per month until further Court order to protect against any diminution in value of the collateral. eCapital is granted adequate protection payments in the amount of $500 per month until further Court order to protect against any diminution in value of the collateral. The Prepetition Secured Lenders will receive an administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code. The Prepetition Secured Lenders are also granted adequate protection for their secured interests in substantially all of the Debtor's assets, including Cash Collateral equivalents and the Debtor's cash and accounts receivable, among other collateral to the extent and validity as held prepetition and subject to the terms of the Subordination Agreement between the Prepetition Secured Lenders. A further hearing on the use of cash collateral is scheduled for August 18 at 10:30 a.m. A copy of the order is available for free at https://bit.ly/3z9rKY5 from PacerMonitor.com. About National Tractor Parts, Inc. National Tractor Parts, Inc. -- https://www.ntparts.com/ -- is a family-owned business in the heavy equipment parts industry. National Tractor Parts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-20833) on November 30, 2020. In the petition signed by Charles H. Gunier Jr., president, the Debtor disclosed up to $1,844,491 in assets and up to $3,098,844 in liabilities. Judge David D. Cleary oversees the case. Richard G. Larsen, Esq., at Springer Brown, LLC is the Debtor's counsel. NEW HAPPY FOOD: Seeks to Hire Chang Company as Accountant --------------------------------------------------------- New Happy Food Company and NHC Food Company Inc. seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Chang Company, CPAs, PC as accountant. The firm's services include: (a) assisting the Debtors in tracking cash flow compared to the approved budget; (b) analyzing financial data and preparing financial reports as necessary to comply with orders of the bankruptcy court and requests from the Office of the U.S. Trustee and other parties-in-interest; (c) auditing all monthly operating reports filed by the Debtors to date in their Chapter 11 cases and assisting the Debtors in the amendment of the reports; and (d) other essential accounting duties necessary to ensure the accuracy of information presented to the court and parties in interest in the Debtors' bankruptcy cases. Chang Company charges a monthly flat fee of $1,500 for businesses. For individuals, the firm charges on an hourly basis. The hourly rates charged by Chang Company for the services of its professionals are as follows: Spencer Chang $300 per hour Lydia Chou $200 per hour Vivian Liu $120 per hour Spencer Chang, a certified public accountant at Chang Company, 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: Spencer Chang, CPA Chang Company, CPAs, PC 4360 Chamblee Dunwoody Road, Suite 206 Atlanta, GA 30341 Telephone: (678) 281-0450 Facsimile: (678) 281-0457 Email: spencerga@gmail.com About New Happy Food Company New Happy Food Company operates a grocery store in Atlanta, Ga. Its affiliate, NHC Food Company Inc. operates a warehouse business. New Happy Food Company and NHC Food Company sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-54898) on June 29, 2021. In the petition signed by You Nay Khao, owner, NHC Food Company disclosed total assets of up to $1 million and total liabilities of up to $10 million. Meanwhile, New Happy Food Company had between $100,001 and $500,000 in assets and between $1 million and $10 million in liabilities. The Debtors tapped Rountree, Leitman & Klein, LLC as legal counsel and Chang Company, CPAs, PC as accountant. NEWSTREAM HOTEL: Gets Cash Collateral Access -------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas authorized Newstream Hotel Partners-Lit LLC to use the cash collateral of Centennial Bank and the Paycheck Protection Program cash in accordance with the terms of the order. Prior to the Petition Date, the Debtor executed a Promissory Note dated March 18, 2021, by and between the Debtor, as borrower, and Centennial Bank, as lender. Pursuant to the PPP Loan, the Prepetition Lender loaned the Debtor $550,217.50 pursuant to the Paycheck Protection Program. As adequate protection for the Debtor's use of the PPP Cash, the Debtor will only use the PPP Cash for Permitted Uses, which includes: (a) qualifying payroll costs, (b) payments of interest on a covered mortgage obligation (which will not include any prepayment or payment on principal on a covered mortgage obligation), (c) payments on a covered rent obligation, (d) any covered utility payment, (e) any covered worker protection expenses, and (f) certain covered business expenses. As further adequate protection for the use of the PPP Cash, Centennial will be granted, without any further action, continuing, valid, binding, enforceable, fully perfected, replacement liens and first priority security interests in the PPP Cash. A copy of the order and the Debtor's budget is available at https://bit.ly/3epC4Dr from PacerMonitor.com. The Debtor projects $78,419 in total receipts and 58,781 in total expenditures for the week starting July 19, 2021. About Newstream Hotel Partners-Lit LLC Newstream Hotel Partners-LIT, LLC filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 21-40561) on April 16, 2021 with the U.S. Bankruptcy Court for the Eastern District of Texas. In the petition signed by Timothy Nystrom, manager, the Debtor estimated assets between $1 million and $10 million, and liabilities between $10 million and $50 million. Judge Brenda T. Rhoades oversees the case. Spencer Fane represents the Debtor as counsel. Centennial Bank, as Prepetition Lender, is represented by: Garrett L. Roberts, Esq. Baker Lopez PLLC 5728 Lyndon B. Johnson Freeway, Suite 150 Dallas TX 75240 Tel: (214) 389-4020 Fax: (214) 389-4030 Email: garrett.roberts@bakerlopez.com NORWICH DIOCESE: Churchgoers React to Bankruptcy Filing ------------------------------------------------------- CNN Newsource reports that parishioners were back in church Friday, one day after the Norwich Diocese announced it filed for chapter eleven bankruptcy. Channel 3 spoke with some people at the Cathedral of St. Patrick in Norwich. They said they were surprised by the news and were trying to understand it. They also said they want to make sure the diocese has the money to continue. One expert said the chapter eleven filing is the best way to do it. "I was surprised," said Matthew Leonard, parishioner, Waterford. "I didn't know they were in that type of situation." Leonard thought the Norwich Diocese was doing good financially, so he was caught off guard when the diocese filed for chapter eleven bankruptcy Thursday. The diocese is facing 60 lawsuits involving abuse allegations, many related to Mount St. John School in Deep River. "I don't feel that they're trying to escape or the church is trying to get away from anything," said Janet Yuris of Colchester, Those at a noontime mass at the Cathedral of St. Patrick said the filing is about trying to protect the diocese, not about trying to shortchange victims. Bishop Michael Cote gave a similar message in a video, saying the filing would lead to negotiations of equitable payouts. Quinnipiac Law Professor Robert White agreed. "At some point the church runs out of money and the early birds have been paid in full and those folks who haven't filed a claim yet are out of money," White said. Chapter eleven bankruptcy will allow the diocese to restructure its debt. Alleged victims will have a deadline to file claims. Victims who haven't can no longer sue, but they file a claim as part of the bankruptcy proceedings. Then the diocese will negotiate one big settlement that will payout all claims. "I can't imagine this is something Jesus would approve of," said Kathryn Robb, executive director, Child USA. Robb said victims won't get the payouts they were hoping for. Many victims will need money for ongoing therapy and treatment. The filing also stops the lawsuits, so plaintiffs can't request records that might prove abuse and possible efforts to hide it. "Their secrets will be kept secrets, and if their secrets are kept secret, then children are not safe," Robb said. White said it's likely more victims will come forward. He gave the example of the Boy Scouts of America, which was facing hundreds of lawsuits when it filed for bankruptcy last year. It recently reached a settlement to pay $850 million for more than 80,000 claims. About Norwich Diocese The Diocese of Norwich is a Latin Church ecclesiastical territory or diocese of the Catholic Church in Connecticut and a small part of New York. The Norwich Roman Catholic Diocesan Corporation sought Chapter 11 protection (Bankr. D. Conn. 2:21-bk-20687) on July 15, 2021. The Debtor estimated $10 million to $50 million in assets against liabilities of more than $50 million. The Hon. James J Tancredi is the case judge. Robinson & Cole LLP, led by Patrick M. Birney, is the Debtor's counsel. OCEAN POWER: Former CEO to Receive One Year Salary as Severance --------------------------------------------------------------- In connection with his resignation from Ocean Power Technologies, Inc. on June 18, 2021, George H. Kirby III, the company's former president and chief executive officer, entered into a letter agreement with the company respecting his resignation. Under the letter agreement, Mr. Kirby will receive one year of base salary as severance and a prorated portion of his cash bonus for fiscal 2021. The company also agreed to extend the expiration date of his vested stock options for 180 days from June 18, and to reimburse Mr. Kirby for his COBRA premiums until the earlier of June 18, 2022 or the date he becomes eligible for health insurance coverage from new employment. Under the terms of the letter agreement, Mr. Kirby also provided a release of all claims against the company. About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- http://www.oceanpowertechnologies.com-- is a marine power solutions provider that designs, manufactures, sells, and services its products while working closely with partners that provide payloads, integration services, and marine installation services. Its PowerBuoy solutions platform provides clean and reliable electric power and real-time data communications for remote offshore and subsea applications in markets such as offshore oil and gas, defense and security, science and research, and communications. Ocean Power reported a net loss of $10.35 million for the 12 months ended April 30, 2020, compared to a net loss of $12.25 million for the 12 months ended April 30, 2019. As of Jan. 31, 2021, the Company had $82.89 million in total assets, $4.69 million in total liabilities, and $78.20 million in total stockholders' equity. KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor since 2004, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. ORIGINAL RIVERFRONT: Seeks to Hire Tran Singh as Legal Counsel -------------------------------------------------------------- Original Riverfront RV Park, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Tran Singh, LLP as legal counsel. The firm's services include: (a) analyzing the financial situation of the Debtor; (b) advising the Debtor with respect to its rights, duties and powers; (c) representing the Debtor at all hearings; (d) preparing legal papers; (e) representing the Debtor at any meeting of creditors; (f) representing the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; (g) preparing and filing a disclosure statement and Subchapter V plan of reorganization; (h) assisting the Debtor in analyzing the claims of creditors and in negotiating with such creditors; and (i) assisting the Debtor in any matters relating to or arising out of its Chapter 11 case. The hourly rates of Tran Singh's attorneys and staff are as follows: Susan Tran Adams $375 per hour Brendon Singh $390 per hour Briana Head $250 per hour Tran Singh will seek reimbursement for out-of-pocket expenses incurred. Susan Tran Adams, Esq., a partner at Tran Singh, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Susan Tran Adams, Esq. Brendon Singh, Esq. Tran Singh, LLP 1010 Lamar St., Suite 1160 Houston TX 77002 Telephone: (832) 975-7300 Facsimile: (832) 975-7301 Email: STran@ts-llp.com About Original Riverfront RV Park Original Riverfront RV Park, LLC is a Texas limited liability company incorporated on Sept. 18, 2017. It owns a 3.5-acre riverfront lot located at 1204 S. Main St., Highlands, Texas. Original Riverfront operates a recreational vehicle park on the riverfront lot and provides nightly and monthly rentals to its customers. Original Riverfront owns another 10,010-square-foot lot with a small building located at 1906 N. Main St., Highlands, Texas, that it utilizes as an office and storage facility. Original Riverfront sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 21-60054) on May 31, 2021. In the petition signed by Jeffrey J. Lacombe, manager, the Debtor disclosed up to $1 million in assets and up to $500,000 in liabilities. Judge Christopher Lopez oversees the case. Tran Singh, LLP is the Debtor's legal counsel. OZOP ENERGY: Cathy Chis Sells Shares for $11.25 Million ------------------------------------------------------- Ozop Energy Solutions, Inc. closed on July 16, 2021 a definitive agreement with Cathy Chis pursuant to which the Company purchased 47,500 shares of its Series C Preferred Stock and 18,667 shares of its Series D Preferred Stock held by Chis for a total purchase price of $11,250,000. The Shares were returned to the Company's treasury for cancellation. Accordingly, Chis no longer has voting control of the Company and voting control is now held by Brian Conway, the Company chief executive officer, through his ownership of his shares of the Company's Series C Preferred Stock. In conjunction with the Agreement, Ms. Chis resigned from any and all positions held in the Company's wholly owned subsidiary, Power Conversion Technologies, Inc. Further, Ms. Chis agreed that upon her resignation and for a period of five years thereafter, she will not, directly or indirectly, solicit the employment of, assist in the soliciting of the employment of, or hire any employee or officer of the Company, including those of any of its present or future subsidiaries, or induce any person who is an employee, officer, agent, consultant or contractor of the Company to terminate such relationship with the Company. Additionally, Ms. Chis agreed that during the Restriction Period, she will not compete with the Company or PCTI anywhere worldwide or be employed by any competitor of the Company. About Ozop Energy Solutions Ozop Energy Solutions (http://ozopenergy.com)invents, designs, develops, manufactures, and distributes ultra-high-power chargers, inverters, and power supplies for a wide variety of applications in the defense, heavy industrial, aircraft ground support, maritime and other sectors. The Company's strategy focuses on capturing a significant share of the rapidly growing renewable energy market as a provider of assets and infrastructure needed to store energy. OZOP Energy reported a net loss of $20.48 million for the year ended Dec. 31, 2020, compared to a net loss of $571,595 for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $11.44 million in total assets, $71.72 million in total liabilities, and a total stockholders' deficit of $60.28 million. Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that as of Dec. 31, 2020, the Company had an accumulated deficit of $21,793,375 and a working capital deficit of $4,604,189. In addition, the Company has generated losses since inception. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. PALMCO HOMES: Has Until August 13 to File Plan & Disclosures ------------------------------------------------------------ Judge Erik P. Kimball has entered an order within which the deadline for debtor Palmco Homes II, LLC to file a Disclosure Statement and Plan of Reorganization is extended to on or before August 13, 2021. A copy of the order dated July 15, 2021, is available at https://bit.ly/3rkC3FY from PacerMonitor.com at no charge. Debtor's Counsel: Chad T. Van Horn, Esq. Van Horn Law Group, Inc. 330 N. Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Tel: (954) 765-3166 Email: Chad@cvhlawgroup.com About Palmco Homes II Palmco Homes II, LLC, sought protection from the U.S. Bankruptcy Code for the Southern District of Florida (Bankr. S.D. Fla. Case No. 21-12044) on March 1, 2021, listing under $1 million in both assets and liabilities. Van Horn Law Group, PA, serves as the Debtor's legal counsel. PARK RIVER: Fitch Alters Outlook on 'B' LongTerm IDR to Negative ---------------------------------------------------------------- Fitch Ratings has affirmed Park River Holdings, Inc.'s (Park River, or the company) ratings, including the company's Long-Term Issuer Default Rating (IDR) at 'B', following the announcement of its acquisition of Wolf Home Products (Wolf). In addition, Fitch has assigned a 'B+'/'RR3' rating to Park River's $415 million incremental first-lien term loan. The Rating Outlook has been revised to Negative from Stable. The Negative Rating Outlook reflects the company's aggressive growth strategy and consequently higher leverage levels and meaningful integration risk. Fitch expects residential housing growth to continue in 2021, which supports deleveraging capacity through EBITDA growth and FCF allocated toward debt reduction. However, while there may be a strategic rationale for additional M&A activity, recurring debt-funded acquisitions that delay deleveraging could result in a downgrade. KEY RATING DRIVERS Aggressive Growth Strategy: In December 2020, Clearlake Capital Partners, L.P. completed the acquisition of PrimeSource Building Products, Inc., a leading distributor and provider of specialty building materials serving residential, commercial and industrial new construction and remodeling markets. Clearlake subsequently merged PrimeSource with Dimora Brands, a designer, manufacturer and seller of hardware and home accessories, to form Park River. In May and June 2021, Park River signed definitive agreements to acquire Nationwide and Wolf Home Products, respectively. Nationwide is a provider of branded specialty hardware for outdoor residential applications that include fence and gate hardware, railing systems and perimeter security, while Wolf is a designer and supplier of branded cabinetry, vanities, countertops, decking, railing and other residential building products. These acquisitions expand the company's product offerings in specialty interior and exterior residential building products and further improve Park River's portfolio of branded products, which carry higher margins. Nevertheless, while these transactions further enhance Park River's credit profile, Fitch expects the company's leverage to remain elevated in the intermediate term. Elevated Leverage: The Wolf acquisition will further increase Park River's leverage, as the transaction will be about 75% debt-financed. On a pro forma basis, Park River's Fitch-calculated debt to operating EBITDA is estimated to be about 7.2x following the close of the Wolf acquisition. Fitch expects the company to delever through EBITDA growth and some debt paydown beyond the required term loan amortization. Fitch expects the strong residential demand environment to persist through 2021, which supports modest, albeit slow, deleveraging. Fitch's rating case projects total debt to operating EBITDA to be around 7.1x on a pro forma basis at YE21 and 6.5x at YE22. Modest Overall Competitive Position: The company's competitive position is relatively weak compared to more highly rated building products manufacturers in Fitch's coverage due to its position as a distributor and provider in the supply chain, the highly fragmented nature of the industry and some commoditized product offerings. Fitch believes the company's scale, broad product offering and brand equity associated with its proprietary brands, such as Grip-Rite and Pro-Twist, and the addition of branded products from the Dimora, Nationwide and Wolf acquisitions provide competitive advantages relative to other building products distributors, as demonstrated by its higher pro forma profitability margins. Broad Product Offering: Park River has a broad product offering of more than 60,000 stock keeping units (SKUs), including a well-recognized portfolio of proprietary branded products (which carry higher gross margins) that represent more than 60% of pro forma sales. This broad product offering is further enhanced by Wolf, which offers a diverse portfolio of branded products focused on kitchen and bath, outdoor living and specialty exterior products. Park River's breadth of offerings and the "one-stop shop" nature of the business provide modest competitive advantages relative to smaller distributors with only a local presence and limited product offerings. This product breadth enhances customer relationships, provides some competitive advantage over smaller distributors and diversifies the company's supplier base. Modest Profitability: Park River's profitability metrics are modestly higher than its large distributor peers in the 'B' category that generally lack a portfolio of proprietary, recognized brands. Pro forma for the Wolf and Nationwide acquisitions, Fitch expects EBITDA margins in the 13.0%-13.5% range during the forecast period, driven by Dimora's and Nationwide's relatively higher margins and some fixed-cost synergies that are offset by lower margins at Wolf and legacy PrimeSource. Cyclical but Balanced End-Market Exposure: While the company is exposed to the highly cyclical residential construction end market, management estimates more than 60% of revenues come from the more stable repair and replacement sector. Park River's substantial exposure to repair and replacement reflects positively on the credit profile when compared with other building product distributors with more exposure to the cyclical new construction end markets. Through the construction cycle, Park River's credit metrics and profitability are expected to be slightly more stable than those of its peers with less exposure to repair and replacement-driven demand. DERIVATION SUMMARY Park River's IDR reflects the company's competitive position within the fragmented building products distribution market, exposure to the cyclical residential construction end market, high leverage and modest profitability metrics and FCF generation. The company's large scale, breadth of product offerings, extended debt maturity schedule and adequate liquidity position are also factored into the ratings. Park River has weaker credit and profitability metrics than other Fitch-rated public building products manufacturers, which are concentrated in low investment grade rating categories. These peers typically have total debt to operating EBITDA of less than or equal to 3.0x, global operating profiles and market positions that are stronger than Park River. Park River has leverage metrics that are similar to LBM Acquisition, LLC (B/Negative). LBM is meaningfully larger but has lower EBITDA margins and higher exposure to the new construction market compared with Park River. The company is smaller in scale but has profitability metrics and product offerings that are similar to its closest publicly traded peer, Beacon Roofing Supply, Inc. (BECN). Park River and BECN also have similar end-market exposure, although BECN has a bit more exposure to the less cyclical repair and replacement sector. KEY ASSUMPTIONS -- Mid-single-digit organic revenue growth in 2021 and low single-digit organic revenue growth in 2022; -- EBITDA margins of 13.0%-13.5% in 2021 and 2022; -- FCF margins of around 2% in 2021 and 4% in 2022; -- Debt paydown beyond required term loan amortization; -- Pro forma debt to EBITDA of 7.1x at YE21 and 6.5x at YE22. Recovery Analysis Assumptions The recovery analysis assumes that Park River would be considered a going concern (GC) in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim and a 4% concession payment from Park River's term loan lenders to the company's unsecured bondholders in the analysis. Fitch's GC EBITDA estimate of $240 million estimates a post-restructuring sustainable level of EBITDA. This is about 24% below Fitch-calculated pro forma levels for the LTM ended March 31, 2021. The GC EBITDA is based on Fitch's assumption that distress would arise from weakening in the housing market combined with the losses of certain customers. Fitch estimates annual revenues of $2.0 billion that are about 15% below pro forma March 31, 2021 LTM levels and Fitch-calculated EBITDA margins of about 12.0% (roughly 120 bps below March 31, 2021 LTM pro forma EBITDA margins) would capture the company's lower revenue base after emerging from a housing downturn plus a sustainable margin profile after right sizing, which leads to Fitch's $240 million GC EBITDA assumption. Fitch applied a 5.5x multiple, which is below the 9.1x purchase multiple when Bain Capital acquired LBM Acquisition, LLC in December 2020. This is also below the 8.4x EBITDA multiple when BLDR acquired ProBuild for $1.6 billion in 2015. Additionally, Beacon Roofing Supply acquired distributor Allied Building Products for $2.6 billion in 2017 at an 8.7x multiple. Fitch does not have recent data on recovery multiples for building product distributors. The ABL revolver is assumed to be 70% drawn at default, which accounts for potential shrinkage in the available borrowing base during a contraction in revenues that provokes a default, and is assumed to have priority-ranking claims to the term loan in the recovery analysis. The analysis results in a recovery corresponding to an 'RR1' rating for the $405 million ABL facility, a recovery corresponding to an 'RR3' rating for the $1.51 billion initial and incremental secured term loans and a recovery corresponding to an 'RR6' rating for the $400 million and $340 million senior unsecured notes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- The Rating Outlook could be revised to Stable if Fitch gains confidence in the company's ability to lower leverage following recent acquisitions, such that Fitch expects total debt to operating EBITDA to be sustained below 6.5x; -- Fitch's expectation that total debt to operating EBITDA will be sustained below 5.0x; -- The company lowers its exposure to the new home construction end market to reduce earnings cyclicality and credit metric volatility through the housing cycle; -- The company maintains a strong liquidity position with no material short-term debt obligations. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation that total debt to operating EBITDA will be sustained above 6.5x; -- Operating EBITDA/interest paid falls below 2.0x; -- Fitch's expectation that FCF generation will approach neutral or turn negative, resulting in liquidity concerns. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Pro forma for the Wolf acquisition, Park River has adequate liquidity despite minimal balance sheet cash, with $373.1 million of borrowing availability ($15 million outstanding and $16.9 million in LCs) under its $405 million ABL facility that matures in December 2025. Park River's debt maturities are well laddered, with its ABL maturing in 2025, its term loan (including the $415 million incremental loan) maturing in late 2027 and notes maturing in 2029. The amortization under the term loan is manageable at 1% per annum or $15.1 million. ISSUER PROFILE Park River Holdings, Inc. is a leading national provider of specialty branded interior and exterior residential building products. The company's product offerings include construction fasteners; cabinet knobs and pulls; fence, gate and functional hardware; railing systems; and perimeter security. PB-1 LLC: Taps Keller Williams Realty as Real Estate Broker ----------------------------------------------------------- PB-1, LLC received approval from the U.S. Bankruptcy Court for the Central District of California to hire Encino, Calif.-based real estate broker, Keller Williams Realty, Encino-Sherman Oaks. The Debtor needs a real estate broker to list, market and assist in selling its luxury single-family home located at 11258 Laurie Drive, Studio City, Calif. Keller Williams will receive a commission of 4 percent of the sale price, with authorization to split that commission with a cooperating broker in the amount of 2 percent. The listing price of the property is $5.89 million. As disclosed in court filings, Keller Williams does not hold an interest adverse to the Debtor and its bankruptcy estate. Keller Williams can be reached through: Demetra Kalivas-Rees Keller Williams Realty, Encino-Sherman Oaks 16820 Ventura Blvd. Encino CA 91436 Tel: 818-430-4965 Fax: (818)380-5101 Email: demetra@kw.com About PB-1 LLC PB-1, LLC, describes its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 11258 Laurie Drive in Studio City, Calif. PB-1, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-12855) on Nov. 27, 2018. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Maureen Tighe oversees the case. Jeffrey S. Shinbrot, APLC serves as the Debtor's legal counsel. PILOT TRAVEL: Moody's Gives Ba1 Rating on $3.5BB 7-Yr Term Loan B ----------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Pilot Travel Centers LLC's planned $3.5 billion 7-year term loan B. The company's existing ratings are unchanged, including its Ba1 corporate family rating, Ba2-PD probability of default rating, Ba1 existing senior secured bank credit facility rating. The outlook remains stable. Proceeds from the planned term loan B issuance will be used to refinance the company's existing $1.6 billion term loan A, revolver borrowings and to fund the redemption of $2.3 billion of preferred equity. The preferred equity is related to the 2017 acquisition of about 40% of Pilot by Berkshire Hathaway. Pilot used the proceeds from the initial $2.8 billion investment by Berkshire Hathaway to temporarily pay down debt with the expectation that over time the company would raise debt to buy the preferred equity held by the owners. This distribution follows a $2.2 billion distribution made in the first quarter of 2021. Pro forma for the incremental debt, Moody's adjusted debt/EBITDA will temporarily be above 4.0x, however Moody's forecasts that over the next 18 to 24 months leverage will return to its previous level of about 3.5x. Assignments: Issuer: Pilot Travel Centers LLC Senior Secured Bank Credit Facility (Local Currency), Assigned Ba1 (LGD3) RATINGS RATIONALE Pilot's credit profile benefits from the company's good debt protection metrics. Over the next 18 to 24 months, Moody's expects Pilot will bring debt/EBITDA back to around 3.0x to 3.5x and EBIT/interest between 7.0x to 8.0x (including Moody's standard adjustments) after the transactions related to Berkshire Hathaway's purchase of an 80% ownership interest. Pilot benefits from its meaningful scale, geographic reach, good liquidity, and its diverse profit stream. While fuel revenue accounts for almost 90% of total sales, inside sales and facility revenue at its stores -- including higher margin merchandise sales and restaurant revenue -- accounts for almost 42% of Pilot's gross profit. About 80% of Pilot's fuel revenue comes from the sale of diesel and diesel exhaust fluid through direct billing agreements with trucking fleets, which adds to the predictability of its revenue stream and further reduces its earnings volatility. Pilot supplies diesel fuel to the majority of the 100 largest long haul trucking fleets in the US and is the number one supplier of diesel fuel volumes in the country. The ratings are constrained by Pilot's reliance on high volume, low margin fuel sales, some regional concentration, and concern that under new ownership financial policies with respect to dividends and acquisitions could become more aggressive. The stable rating outlook reflects Moody's expectation that Pilot's operating performance will remain strong and the company's financial strategies will support it maintaining leverage of about 3.0x - 3.5x. Pilot has good liquidity reflecting Moody's expectation that over the next 12 to 18 months the company's internal cash flow and cash balances (expected to total about $290 million following the company's planned debt issuance and distribution) will be sufficient to cover debt service needs, capital expenditures -- including maintenance and new store growth -- and normal dividends. As a limited liability company, the company is required to distribute amounts to its owners each quarter to cover taxes. Moody's expect the company will spend between $500 million and $600 million on capex this year on new store growth as well as acquisitions and growth of its water and crude hauling businesses and oil field services. The company has access to a $1.3 billion committed revolver that expires in 2024. The company is subject to leverage and interest coverage financial maintenance covenants, and Moody's expects the company will maintain ample cushion under each. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Ratings could be upgraded if Pilot adopts and maintains a balanced growth strategy, financial policy and capital structure that supports the credit profile required of an investment grade rating. An upgrade would also require very good liquidity and stable margins for its non-fuel businesses. Quantitatively, an upgrade would require debt/EBITDA maintained below 2.5 times and EBIT/Interest sustained near 5.5 times. Factors that could lead to a downgrade include if liquidity contracted beyond current levels or debt protection metrics weaken due to a sustained deterioration in operating performance. The adoption of an aggressive financial policy or growth strategy that negatively impacted debt protection metrics or liquidity could also pressure the ratings. Specifically, ratings could be downgraded if debt/EBITDA exceeded 4.0 times on a sustained basis or if EBIT/interest is sustained below 2.75 times. Pilot Travel Centers LLC is a partnership that owns and operates more than 750 truck stops across the U.S. and Canada. In addition to fuel, Pilot locations have convenience stores, fast food restaurants, and other amenities. Following the closing of the transaction Pilot will be 80% owned by Berkshire Hathaway with the Haslam family owning the remaining 20%. Total revenue for the last 12 months ended March 31, 2021 approximated $27 billion. The principal methodology used in this rating was Retail Industry published in May 2018. PILOT TRAVEL: S&P Affirms 'BB+' ICR on Expected Solid Performance ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit rating on U.S.-based Pilot Travel Centers LLC based on its expectation for solid operating performance and S&P Global Ratings-adjusted leverage remaining below 4x this year. S&P said, "At the same time, we assigned our 'BB+' issue-level rating and '3' recovery rating to the company's proposed term loan B, lowered our issue-level rating on its existing senior secured debt to 'BB+' from 'BBB-', and revised our recovery rating on the existing debt to '3' from '1'. "The stable outlook reflects our expectation that strong economic conditions will support increasing fuel sales volumes, inside sales, and gross profit, which will enable Pilot to deleverage through earnings growth and debt repayment. "We view the proposed recapitalization as largely leverage neutral given our treatment of Pilot's preferred equity as debt. The company's S&P Global Ratings-adjusted debt levels will remain relatively unchanged following the contemplated transactions. Pilot will use the proceeds from the proposed $3.5 billion term loan to redeem $2.3 billion of preferred equity interests, repay approximately $900 million of its existing term loan, and pay down about $200 million of revolver borrowings. The company is also issuing a new $800 million preferred equity instrument that will be held equally by two of the company's owners. The instrument is redeemable at any time by Pilot and is akin to debt in our analysis, which is similar to our treatment of its existing preferred shares. The company will use the proceeds to repay term debt it issued earlier this year to fund the purchase of Speedway's minority ownership stake in the PFJ Southeast LLC joint venture (JV)." The financial policy actions Pilot implemented this year have reduced its balance sheet capacity to absorb potential performance setbacks. Specifically, the company increased its pro forma funded senior secured debt levels to approximately 3x year-to-date following this transaction and the $2.2 billion debt-funded dividend it issued in January. S&P said, "We project Pilot's S&P Global Ratings-adjusted leverage will be in the high-3x area this year before improving to the mid-3x area in fiscal year 2022 primarily through debt reduction. Pilot has generated solid free operating cash flow (FOCF) averaging $1 billion annually over the last five years. We expect the company's cash flow profile will also benefit from the anticipated cessation of its annual general shareholder distribution, which has averaged about $300 million over the past three years. Further, we believe Pilot's current financial policy targets maintaining S&P Global Ratings-adjusted leverage of less than 4x." S&P said, "We expect the company's diesel and gasoline volumes sold to increase this year supported by strong economic growth and increasing consumer mobility. Pilot's operating profit is lower year-to-date because the decline in fuel margins have more than offset the rise in its volume of gallons sold and inside sales. We expect the company's earnings to improve during the second half of the year as fuel demand rebounds and higher customer traffic lifts its deli, merchandise, and restaurant revenue. We expect Pilot's diesel volumes, which account for more than 80% of its fuel gallons sold, to return to 2019 levels this year on robust freight transport activity. The company has direct billing agreements with many of its trucking fleet customers that cover approximately 80% of its fuel revenue sold. While higher pump prices could deter some price-sensitive retail customers from traveling to, or venturing inside, Pilot's travel centers, we believe consumer confidence remains high and expect the elevated level of consumer savings--coupled with the pent-up demand for travel--to benefit the company's operating performance." Pilot's operational capabilities, scale, and expansive footprint are the key strengths underpinning its market leadership position in the travel center and truck stop industry. Over the past 10 years, Pilot has materially expanded its fuel margins by improving its sourcing, leveraging efficiencies, maintaining pricing discipline, and shifting its customer mix. The fuel margins of the broader industry have also risen similarly during this time because increasing costs have led to higher break-even thresholds for smaller operators. S&P said, "Although we believe industry pricing remains rational, discounting actions initiated by Pilot's competitors could pressure its volume growth. We expect the company's pricing decisions to remain disciplined as it focuses on its profitability instead of chasing volume." Pilot's owned trucking fleet and large fuel storage capacity provide it with logistics capabilities and partially mitigate its exposure to supply outages. Still, the company depends on fuel for the majority of its profitability (approximately 60% of its gross profit), which is inherently more volatile than its nonfuel segments. Pilot has significantly expanded its diversified energy services business, PFJ Energy, in recent years through an aggressive acquisition strategy. This segment, which comprises unrestricted subsidiaries and contributed approximately 25% of the group's consolidated EBITDA on a pro forma basis as of June 30, 2021, includes companies that provide marketing, wholesale, and supply chain services across the oil and gas industry. S&P believes the company will continue to pursue additional tuck-in acquisitions to add scale and bolster its capabilities in this space. Pilot's key risks include its dependence on favorable macroeconomic conditions because its primary customers are large trucking fleets whose demand is correlated with consumer and business spending. Over the longer term, increasing fuel efficiency, advances in electric vehicle technology and automation, and more stringent environmental regulations could also challenge the company's operating performance. S&P said, "The stable outlook on Pilot reflects our expectation that its earnings will improve this year as strong economic conditions support a rebound in its fuel volumes sold. In addition, we expect its good store-level execution to benefit its inside sales and gross profit. Specifically, we project the company will generate more than $1 billion of FOCF and maintain S&P Global Ratings-adjusted debt to EBITDA of less than 4x." S&P could lower its rating on Pilot if S&P expects it to sustain leverage of more than 4x. This could occur if: -- Its operating performance is weaker than we anticipate, possibly due to a sharp, sustained decline in its fuel margins or volumes that pressures its results; or -- The company adopts a more aggressive financial policy, including debt-financed acquisitions or shareholder returns. S&P could raise our rating on Pilot if: -- It expands its operations while increasing and diversifying its earnings to offset the volatility in its core fuel business; and -- It reduces its leverage to the low-2x area on a sustained basis. PLATINUM GROUP: Reports $2.3 Million Net Loss for Third Quarter --------------------------------------------------------------- Platinum Group Metals Ltd. filed with the Securities and Exchange Commission its Quarterly Report on Form 6-K disclosing a net loss of $2.28 million for the three months ended May 31, 2021, compared to a net loss of $3.35 million for the three months ended May 31, 2020. For the nine months ended May 31, 2021, the Company reported a net loss of $8.84 million compared to a net loss of $5.90 million for the same period in 2020. As of May 31, 2021, the Company had $54.50 million in total assets, $33.27 million in total liabilities, and $21.23 million in total shareholders' equity. Platinum said, "The Company's ability to continue operations in the normal course of business will therefore depend upon its ability to secure additional funding by methods that could include debt refinancing, equity financing, the sale of assets and strategic partnerships. Management believes the Company will be able to secure further funding as required although there can be no assurance that these efforts will be successful. These factors give rise to material uncertainties resulting in substantial doubt as to the ability of the Company to continue to meet its obligations as they come due and hence, the ultimate appropriateness of the use of accounting principles applicable to a going concern." Outlook The Company's primary business objective is to advance the Waterberg Project to development and construction. The Company continues to work closely with the DMRE, regional and local communities and their leadership on how the mine can be developed to provide optimal outcomes and best value to all stakeholders. The next major milestones for the Company and the Waterberg Project include further detailed work with the host communities in the area of the mine, offtake arrangements and construction financing. The Company is in discussions with several parties regarding the offtake of concentrate and detailed due diligence is underway with multiple parties for construction financing. Technical reviews are well advanced and, in some cases, complete. The markets for platinum and palladium continue to be strong and prices are well over the Waterberg DFS sensitivity analysis upside case. The Company's battery technology initiative through Lion with Anglo represents a new opportunity in the high-profile lithium battery research and innovation field. The investment in Lion creates a potential vertical integration with a broader industrial market development strategy to bring new technologies to market utilizing palladium and platinum. Research and development efforts by FIU on behalf of Lion continue and initial technical milestones have been achieved. Technical results from Lion's research may have application to a majority of lithium ion battery chemistries and the scope of Lion's research work is being expanded. The Company said it will continue to follow government health directives in the months ahead and will make the health and safety of employees a priority. The Company plans to drive ahead with its core business objectives while carefully managing costs where possible. The health and safety of employees remains a priority. A full-text copy of the Form 6-K report is available for free at: https://www.sec.gov/Archives/edgar/data/1095052/000106299321006535/exhibit99-1.htm About Platinum Group Metals Headquartered in British Columbia, Canada, Platinum Group Metals Ltd. -- http://www.platinumgroupmetals.net-- is a platinum and palladium focused exploration, development and operating company conducting work primarily on mineral properties it has staked or acquired by way of option agreements or applications in the Republic of South Africa and in Canada. The Company's sole material mineral property is the Waterberg Project. The Company continues to evaluate exploration opportunities both on currently owned properties and on new prospects. Platinum Group reported a net loss of US$7.13 million for the year ended Aug. 31, 2020, compared to a net loss of US$16.77 million for the year ended Aug. 31, 2019. As of Feb. 28, 2021, the Company had US$50.77 million in total assets, US$31.93 million in total liabilities, and US$18.85 million in total shareholders' equity. PricewaterhouseCoopers LLP, in Vancouver, Canada, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Nov. 25, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency, negative working capital and has significant amounts of debt payable without any current source of operating income which raise substantial doubt about its ability to continue as a going concern. PREFERRED EQUIPMENT: May Use TD Bank's Cash Collateral ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Rhode Island has approved the stipulation between Preferred Equipment Resource, LLC and secured creditor, TD Bank, NA regarding the Debtor's use of cash collateral. The parties agree that the provisions of the Consent Order dated June 8, 2021, will remain in full force and effect until the date the Bankruptcy Court enters an order confirming the Debtor's Chapter 11 Plan pursuant to the provisions of the Bankruptcy Code. About Preferred Equipment Resource Preferred Equipment Resource, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. R.I. Case No. 21-10308) on April 16, 2021, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Peter M. Iascone & Associates, Ltd. and Lucier CPA, Inc. serve as the Debtor's legal counsel and accountant, respectively. Joseph M. DiOrio is the Debtor's Subchapter V Trustee. Judge Diane Finkle oversees the case. Counsel for TD Bank, N.A. is Christopher J. Fragomeni, Esq. at Savage Law Partners, LLP PRIMARIS HOLDINGS: Seeks to Withdraw Sale of All EQRO & CWI Assets ------------------------------------------------------------------ Primaris Holdings, Inc., asks the U.S. Bankruptcy Court for the Western District of Missouri to authorize it to withdraw its proposed sale of all assets related to the External Quality Review Organization and CMS Web Interface lines of business, including equipment, licenses and software, to Pro Team Management, LLC, for $350,000 plus the assumption of certain liabilities, as the Buyer has withdrawn its purchase offer. The Debtor proposed to sell the Assets free and clear of all liens, claims and encumbrances, and other interests, except as provided in the Purchase Agreement, with all liens, claims, and encumbrances, and other interests to attach to the sale proceeds. About Primaris Holdings Primaris Holdings, Inc. is a Columbia, Mo.-based privately held company in the healthcare consulting business. It leads and supports systems and clinicians in implementing solutions that improve healthcare quality and reduce costs. Primaris Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 20-20773) on Nov. 19, 2020. Richard A. Royer, chief executive officer, signed the petition. At the time of the filing, Debtor had total assets of $3,170,289 and liabilities of $5,203,068. The Olsen Law Firm, LLC and Foley Law serve as the Debtor's legal counsel. Mueller Prost LC is the Debtor's accountant. PROFESSIONAL FINANCIAL: Opt-out Process for $434M Asset Sale OK'd ----------------------------------------------------------------- Judge Hannah L. Blumenstiel of the U.S. Bankruptcy Court for the Northern District of California granted the application of Professional Financial Investors, Inc., and affiliates for an order in aid of the sale of the portfolio sale of certain of their real and personal property assets to Hamilton Zanze & Co. for $434 million, plus the value of Assumed Obligation, subject to overbid. The Assets consist of (i) interests in 60 commercial and multifamily residential real properties; (ii) tangible personal property used by the Debtors in the operation and management of the Real Property, including the books and records related to the Real Properties, (iii) certain intellectual and intangible property, including by way of example, various software, service marks and trademarks, investor lists (including, without limitation, contact information and email address), and (iv) certain Leases and Contracts that the Stalking Horse Bidder may elect to have the Debtors assume and assign to the Stalking Horse Bidder. The Opt-out Procedures, including the Opt-out Notice, are approved. The Debtors will implement promptly such Opt-out Procedures. About Professional Financial Investors Professional Financial Investors, Inc. and Professional Investors Security Fund, Inc. are engaged in activities related to real estate. PFI directly owns 28 real property locations in fee simple and has an interest as a tenant in common at another real property location, primarily consisting of apartment buildings and office parks, located in Marin and Sonoma Counties, California, with an aggregate value of approximately $108 million, according to an early July 2020 valuation. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors Security Fund. On July 26, 2020, Professional Financial Investors sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). On Nov. 20, 2020, Professional Financial Investors filed involuntary Chapter 11 petitions against Professional Investors Security Fund I, A California Limited Partnership and 28 other affiliates. The cases are jointly administered under Case No. 20-30604. Between February 3-4, 2021, Professional Financial Investors filed involuntary Chapter 11 petitions against Professional Investors 31, LLC and nine other affiliates. The cases are jointly administered under Case No. 20-30579. At the time of the filing, Professional Financial Investors disclosed assets of between $100 million and $500 million and liabilities of the same range. Hannah L. Blumenstiel oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP, as their legal counsel; Trodella & Lapping LLP as conflicts counsel; Ragghianti Freitas LLP, Weinstein & Numbers LLP, Wilson Elser Moskowitz Edelman & Dicker LLP, Nardell Chitsaz & Associates, and Kimball Tirey & St. John, LLP as special counsel; and Donlin, Recano & Company, Inc. as claims, noticing, and solicitation agent and administrative advisor. Michael Hogan of Armanino LLP was appointed as the Debtors' chief restructuring officer. FTI Consulting, Inc. is the financial advisor. On Aug. 19, 2020, the Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Pachulski Stang Ziehl & Jones. Professional Investors 31 and affiliates tapped Sheppard, Mullin, Richter & Hampton LLP as general bankruptcy counsel; Trodella & Lapping LLP as conflicts counsel; FTI Consulting, Inc. as financial advisor; and Armanino LLP as tax accountant. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent. PURDUE PHARMA: West Virginia Attorney Rejects Bankruptcy Plan ------------------------------------------------------------- Shyla Parsons of WBOY reports that West Virginia Attorney General, Patrick Morrisey, announced his decision to reject Purdue Pharma's bankruptcy plan on Sunday. The Attorney General expressed his opposition to the way the multibillion-dollar settlement with Purdue Pharma may be divided among states. "I remain vigorously opposed to a proposed allocation formula that would distribute settlement funds largely based on a state or local government's population -- not intensity of the problem," said Attorney General Morrisey. "Any such allocation formula fails to recognize the disproportionate harm caused by opioids in our state. I look forward to arguing our case in court this August." The Attorney General said that the proposed settlement fund allocation plan, which is largely based on population, does not address the disproportionate harm that has been caused by opioids in West Virginia. In April 2021, the Attorney General filed his objection in U.S. Bankruptcy Court for the Southern District of New York, arguing that Purdue’s failure to disclose how its multibillion-dollar proposal would be split among states undermined its desire to avoid court challenges to an inherently inequitable arrangement. Purdue Pharma responded by disclosing publicly the once-closely held Denver Plan, which the Attorney General opposes since it would distribute settlement funds largely based on population – not intensity of the problem. In May 2019, Attorney General Morrisey filed a lawsuit against Purdue Pharma and former chief executive Richard Sackler. The lawsuit alleges Purdue Pharma created a false narrative to convince prescribers that opioids are not addictive and that its opioid products were safer than they actually were. The lawsuit contends Purdue Pharma proliferated a deceptive marketing strategy with reckless disregard for compliance enforcement. It also alleges company sales representatives routinely claimed that OxyContin had no dose ceiling, despite assertions by federal regulators that OxyContin's dose ceiling was evident by adverse reactions. The lawsuit marked West Virginia’s second against Purdue Pharma. The first, filed in 2001, resulted in a $10 million settlement in 2004. However, that case involved an earlier version of the opioid than the reformulated, so-called tamper-resistant OxyContin that debuted in 2010. The Purdue matter is one of the West Virginia Attorney General’s pending lawsuits against five opioid manufacturers and other national chain distributors. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation facing the Company. The Company's consolidated balance sheet at Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has been assigned to oversee Purdue's Chapter 11 case. Davis Polk & Wardwell LLP and Dechert LLP are serving as legal counsel to Purdue. PJT Partners is serving as investment banker, and AlixPartners is serving as financial advisor. Prime Clerk LLC is the claims agent. RAYBURN COUNTRY: S&P Raises ICR to 'CCC', Off Watch Developing -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating to 'CCC' from 'CC' on Rayburn Country Electric Cooperative Inc., Texas, and removed the rating from CreditWatch, where it was placed with developing implications on June 14, 2021. The outlook is positive. "The rating action reflects our view of the passage of securitization legislation on June 18, 2021, and our view that Rayburn is likely to benefit from the securitization legislation from a credit perspective," said S&P Global Ratings credit analyst Paul Dyson. S&P said, "The severe winter event in February 2021 has brought into sharper focus a spectrum of ESG-related risks that could inform our credit analyses and ratings over the long term. In our view, the specter of climate change will weigh more heavily as a credit risk factor for Texas utilities in U.S. public finance. In particular, we consider the adequacy of management's counterbalancing measures to plan for, mitigate, or adapt to risks associated with extreme weather conditions that have the potential to disrupt power supply and cause a short energy position. Among these considerations are exposures related to the limits of power supply planning and hedging strategies. In our opinion, Rayburn and many other Texas utilities face greater environmental risk than do most of their peers nationally." Given wide fluctuations in temperatures in Rayburn's territory, the utility, along with many of its Texas-based peers, faces heightened risk related to climate change. The utility's lack of coal generation will help reduce its exposure to regulatory directives, but its gas-fired generation creates environmental exposures. S&P said, "Based on the utility's sizable financial obligations to ERCOT and related rate increases required to recover those costs, we believe Rayburn's exposure to social factors related to rate affordability is elevated compared with that of other rated utilities. While the bulk of existing retail accounts abut Dallas and some of its affluent suburbs in Collin and Rockwall counties, we believe retail rate affordability could weaken, particularly for members Fannin County and Trinity Valley electric cooperatives, which serve some counties with below-average income levels. "In our view, governance risk is heightened given that the environment in which Rayburn operates increasingly requires stronger liquidity, proactive planning, hedging, and financial flexibility, which could be costly, versus most utilities in other regions where these risks are lower. While Rayburn had secured 95% of its projected load two weeks before the winter storm event, the utility's load proved to be sensitive to extreme weather and reflects the need to improve power supply risk management practices." REDDLINE ENERGY: Sale of Wells and Leases Via EnergyNet.com OK'd ---------------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas authorized Reddline Energy, Inc.'s sale of its oil and gas wells and leases, and all other associated property, located in Gaines County, Texas, through the EnergyNet.com auction website as soon as the sale can be arranged, but no later than September 2021. The Leases to be sold are (i) Lease ID: 68730, Page-Gibson Well, API No. 42-165-32811, Gaines County, TX; (ii) Lease ID: 64988, Page-Black Well, API No. 42-165-33323, Gaines County, TX, and (iii) Lease ID: 65766, Page-Petty Well, API No. 42-165-33012 Gaines County, TX. EnergyNet.com is authorized to withhold sufficient funds from the proceeds derived from the sale of the property to cover the auctioneer's Commission and reimbursement of fees and expenses as provided in the Auction Agreement, attorney's fees and expenses of the Debtor's counsel associated with the sale, ad valorem taxes due and owing, as well as any and all other incidental costs and expenses associated with the sale. Such withheld funds, save for EnergyNet's Commission and reimbursement of charges and expenses as provided in the Auction Agreement, will be paid over to the client trust account of the Debtor's counsel to be held pending further Order(s) of the Court. After withholding sufficient funds as described, EnergyNet will pay any and all remaining available funds to the DIP account of the Debtor. The Leases described in the Order are to be sold free and clear of any and all interests with the liens against such Leases to attach to the proceeds and to distributed upon completion of the sale as set forth herein and in compliance with the further Order(s) of the Court. All other relief not specifically requested is denied. About Reddline Energy Reddline Energy, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 20-50239) on Dec. 18, 2020. At the time of the filing, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $1 million. Judge Robert L. Jones oversees the case. The Debtor tapped Mcwhorter Cobb & Johnson, LLP as its legal counsel, Nathan Owen, CPA as accountant, and Simplex Energy Solutions, LLC as consultant. REEVES PRIMARY: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Debtor: Reeves Primary Residence, LLC, a Michigan Limited Liability Company 1629 Reeves Street Los Angeles, CA 90035 Business Description: Reeves Primary Residence, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 19, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-15810 Judge: Hon. Neil W. Bason Debtor's Counsel: Victor A. Sahn, Esq. SULMEYERKUPETZ, A PROFESSIONAL CORPORATION 333 South Grand Avenue Suite 3400 Los Angeles, CA 90071 Tel: 213-626-2311 Fax: 213-629-4520 Email: vsahn@sulmeyerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Aaron Robert Sokol, the managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7XR5YIY/Reeves_Primary_Residence_LLC_a__cacbke-21-15810__0001.0.pdf?mcid=tGE4TAMA RENOVATE AMERICA: Homeowners to Get up to $10K in Convenience Class ------------------------------------------------------------------- Renovate America, Inc. (RAI) and affiliate, Personal Energy Finance, Inc. (PEFI) filed a Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan. To implement the Plan, the Debtors, on or prior to the Effective Date, will execute the Homeowner Data Administration Agreement and will establish the Homeowner Data Archive. The Homeowner Data Archive Funding shall be transferred to the Homeowner Data Administrator, together with control of the Homeowner Data. The Homeowner Data Administrator shall make Homeowner Data readily available to the applicable Homeowners upon request and after verification of the Homeowners' identities, at no cost to the Homeowners, for a period of not less than three years following the Effective Date of the Plan, except that any Homeowner who is a holder of an asserted Class 4A or 4B Claim and opts out of the Homeowner Convenience Class shall be required to pay a fee of $50 to the Homeowner Data Administrator to obtain such Homeowner's Homeowner Data. If any Homeowner Data Archive Funding remains after three years following the Effective Date, then the Homeowner Data Administrator may use such remaining funding to (i) extend the life of the Homeowner Data Archive, and/or (ii) make a cy pres distribution to one or more nonprofit organizations engaged in consumer protection or advocacy. The Liquidating Trust Assets shall be used to fund the distributions to holders of Allowed Claims against the Debtors. The Liquidating Trustee shall be entitled access to the Homeowner Data to the extent necessary to carry out its duties, provided that such access shall not subject the Liquidating Trustee to any liabilities or affirmative obligations with respect thereto. Classes of Claims and Interests under the Plan The Plan is a joint plan for each of the Debtors but does not provide for the substantive consolidation of the Debtors. Rather, the Plan constitutes a separate Plan proposed by each Debtor. * Class 1A Allowed Priority Claims against RAI * Class 1B Allowed Priority Claims against PEFI Classes 1A and 1B are unimpaired and will get 100% recovery of their allowed claims under the Plan. * Class 2 Secured Credit Facility Claims. Class 2 is impaired and is entitled to vote to accept or reject the Plan. Holders are projected to get 100% recovery in Class 2. * Class 3A Other Secured Claims against RAI * Class 3B Other Secured Claims against PEFI Classes 3A and 3B are unimpaired and are presumed to accept the Plan, and therefore are not entitled to vote. They are expected to recover 100% of allowed claims under the Plan. * Class 4A Homeowner Claims against RAI * Class 4B Homeowner Claims against PEFI Classes 4A and 4B are impaired and therefore entitled to vote on the Plan. A 0% to 3% recovery is projected for the allowed claims under Class 4. * Class 5A General Unsecured Claims against RAI * Class 5B General Unsecured Claims against PEFI * Class 6 Issuer Claims * Class 7A Thrivepoint Claims against RAI * Class 7B Thrivepoint Claims against PEFI * Class 8 Loya Class Action Claims * Class 9 Other Class Action Claims Classes 5, 6, 7, 8 and 9 are all impaired classes and are entitled to vote on the Plan. Each of these classes of claims is expected to recover within the range of 0% to 5% of allowed claims under the Plan. * Class 10A Intercompany Claims against RAI * Class 10B Intercompany Claims against PEFI * Class 11A Section 510(b) Claims against RAI * Class 11B Section 510(b) Claims against PEFI * Class 12A Interests in RAI * Class 12B Interests in PEFI Classes 10, 11 and 12 are impaired under the Plan and will not recover any of their claims. Treatment of Classes of Claims Receiving Less than 100% Recovery in Plan a. Classes 4A and 4B - Homeowner Claims Classes 4A and 4B consist of all Homeowner Claims against each Debtor, respectively. Homeowner Claims will automatically be part of the HC Class unless the Holder of the Homeowner Claim opts out. Unless such holder opts out of such treatment, each holder of an asserted Class 4A or 4B Claim shall be treated as a member of the Homeowner Convenience Class. Each member of the Homeowner Convenience Class shall be deemed to have an Allowed Claim for the lesser of the amount asserted in such member's proof of claim or $10,000. Each member of the Homeowner Convenience Class shall receive: (1) Free access to such Homeowner's Homeowner Data in the Homeowner Data Archive; and (2) Such Homeowner's Pro Rata distribution from the Homeowner Liquidating Trust Assets. Each holder of an asserted Class 4A or 4B claim who opts out of the Homeowner Convenience Class and whose Claim is not disallowed through an omnibus objection or otherwise shall be subject to the Claims Resolution Procedures, and shall receive the same treatment as holders of Allowed Class 5A Claims and Allowed Class 5B Claims, as applicable. The Debtors disclosed in a Plan Supplement filed with the motion seeking approval of the Disclosure Statement that up to $800,000 will be designated to pay claims in the Homeowner Convenience Class (HC Class) under the Plan. A copy of the Homeowner Notice, filed as a Supplement to the Debtor's motion for approval of the Disclosure Statement, is available for free at https://bit.ly/3ipiLv7 from Stretto, claims agent. b. Classes 5A and 5B - General Unsecured Claims Classes 5A and 5B consist of all General Unsecured Claims against each Debtor, respectively. Each holder of an Allowed Class 5A Claim shall receive a Pro Rata beneficial interest in the RAI Liquidating Trust Assets, and each holder of an Allowed Class 5B Claim shall receive a Pro Rata beneficial interest in the PEFI Liquidating Trust Assets. c. Class 6 - Issuer Claims Class 6 consists of all Issuer Claims against RAI. Each holder of an Allowed Class 6 Claim shall receive a Pro Rata beneficial interest in the RAI Liquidating Trust Assets. d. Classes 7A and 7B - Thrivepoint Claims Classes 7A and 7B consist of all Thrivepoint Claims against each Debtor, respectively. Each holder of an Allowed Class 7A Claim shall receive a Pro Rata beneficial interest in the RAI Liquidating Trust Assets, and each holder of an Allowed Class 7B Claim shall receive a Pro Rata beneficial interest in the PEFI Liquidating Trust Assets. e. Class 8 - Loya Class Action Claims Class 8 consists of all Claims asserted in the Loya Class Action Proof of Claim Treatment: 1. RAI shall stipulate to entry of a final order by the Riverside County Superior Court approving the Loya Settlement Agreement. 2. The Loya Escrow, less the Loya Escrow Carveout, shall be administered in accordance with the terms of the Loya Settlement Agreement which will be modified in accordance with the Plan. 3. The Loya Escrow Carveout shall be remitted to RAI or the Liquidating Trustee, as applicable. 4. The Claims asserted in the Loya Class Action Proof of Claim shall be deemed Allowed in the amount of $1,100,000 and shall receive the same treatment as Allowed Claims in Class 5A. f. Class 9 - Other Class Action Claims Class 9 consists of all Claims asserted in any Class Action Proof of Claim other than the Loya Class Action Proof of Claim, solely to the extent that the putative class on whose behalf the Class Action Proof of Claim is filed is determined by the Bankruptcy Court, upon stipulation or in a contested proceeding, to be certifiable under applicable non-bankruptcy law and is deemed certified for purposes of filing the Class Action Proof of Claim. For the avoidance of doubt, the Claim of any Homeowner who filed an individual Proof of Claim shall not be treated as part of Class 9. Treatment: 1. Each holder of an Allowed Class 9 Claim shall be entitled to pursue such Claims in any forum solely for the purpose of recovering insurance proceeds, if any, available to satisfy such Claims; provided that none of the Liquidating Trust, Liquidating Trustee or Homeowner Data Administrator shall have any obligations under any applicable insurance policy. 2. Each Designated Representative for an Allowed Other Class Action Claim shall receive, on behalf of the class, its Pro Rata share of the Other Class Action Liquidating Trust Assets, to be held in a segregated account or escrow account designated by counsel for the Designated Representative pending further order of the court in which the class action is pending, or other court of competent jurisdiction. Class 10 Intercompany Claims; Class 11 Section 510(b) Claims; and Class 12 Interests will be canceled, released, and extinguished as of the Effective Date. A copy of the Second Amended Combined Disclosure Statement and Plan is available for free at https://bit.ly/3xSv7Cs from Stretto, claims agent. The deadline to vote on the Plan is 4 p.m. E.T. on August 31, 2021. The Plan confirmation hearing is scheduled for Sept. 10, 2021, at 11 a.m. E.T. Counsel for the Debtors: Sharon Z. Weiss, Esq. Bryan Cave Leighton Paisner LLP 120 Broadway, Suite 300 Santa Monica, CA 90401 Telephone: (310) 576-2100 Facsimile: (310) 576-2200 Email: sharon.weiss@bclplaw.com - and - Timothy R. Bow, Esq. Bryan Cave Leighton Paisner LLP 161 North Clark Street, Suite 4300 Chicago, IL 60612 Telephone: (312) 602-5000 Facsimile: (312) 602-5050 Email: timothy.bow@bclplaw.com - and - Mette H. Kurth, Esq. Culhane Meadows, PLLC 4023 Kennett Pike No. 165 Wilmington, DE 19807 Telephone: (302) 660-8331 Email: mkurth@cm.law About Renovate America Renovate America is one of the nation's preeminent providers of home improvement financing through its industry-leading home financing product, Benji. The Company offers a proprietary technology platform that helps Americans improve their homes while giving contractors the tools they need to grow their business. In addition to offering intuitive financing options, Renovate America offers industry-leading education, training and mentoring to contractor teams in the field. On the Web: http://www.renovateamerica.com/ Renovate America, Inc. and affiliate, Personal Energy Finance, Inc. sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21, 2020. Renovate America was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Judge Laurie Selber Silverstein oversees the cases. Bryan Cave Leighton Paisner LLP is acting as the Company's legal counsel. Stretto is the claims agent. Culhane Meadows, PLLC, is the bankruptcy co-counsel. Armanino LLP is the financial advisor. GlassRatner Advisory & Capital Group, LLC, is the restructuring advisor. RESHAPE LIFESCIENCES: Signs Exchange Agreement With Investors ------------------------------------------------------------- ReShape Lifesciences Inc. entered into an exchange agreement with existing institutional investors to exchange certain outstanding warrants for shares of common stock and new warrants to purchase common stock. The investors held common stock purchase warrants issued by the Company prior to the merger of Obalon Therapeutics, Inc. and ReShape Lifesciences Inc. The merger constituted a fundamental transaction under the Exchange Warrants and, as a result thereof, pursuant to the terms and conditions of the Exchange Warrants, the investors were entitled to a cash payment equal to the Black Scholes value of the Exchange Warrants, calculated in accordance with the terms of the Exchange Warrants. Subject to the terms and conditions set forth in the Exchange Agreement and in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended, in lieu of the Black Scholes Payment, the Company and the Investors agreed to exchange all of the Exchange Warrants for (a) a total of 504,861 shares of common stock, which was calculated by dividing the Black Scholes Payment by $4.038, which was equal to 95% of the closing market price of the Company's common stock on The Nasdaq Capital Market on July 16, 2021 and (b) new warrants to purchase up to a total of 400,000 shares of common stock at an exercise price equal to $4.038 with a term of five years. Following the issuance of shares of common stock pursuant to the Exchange Agreement, the Company has 15,842,185 shares of common stock outstanding. About ReShape Lifesciences ReShape Lifesciences (formerly known as Obalon Therapeutics, Inc.) is a weight-loss solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. The FDA-approved Lap-Band and associated program provide minimally invasive, long-term treatment of obesity and is an alternative to more invasive surgical stapling procedures such as the gastric bypass or sleeve gastrectomy. The ReShape Vest System is an investigational (outside the U.S.) minimally invasive, laparoscopically implanted medical device that wraps around the stomach, emulating the gastric volume reduction effect of conventional weight-loss surgery. It helps obese and morbidly obese patients with rapid weight loss without permanently changing patient anatomy. The recently launched ReShapeCare Virtual health coaching program is a virtual telehealth weight management program that supports lifestyle changes for all weight-loss patients, to help them keep the weight off over time. Obalon Therapeutics reported a net loss of $12.33 million for the year ended Dec. 31, 2020, compared to a net loss of $23.67 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $17.34 million in total assets, $7.24 million in total liabilities, and $10.10 million in total stockholders' equity. RUSSIAN SAMOVAR: Court Okays Ch.11 Leave Request to Seek COVID Aid ------------------------------------------------------------------ Law360 reports that a New York bankruptcy judge on Thursday, July 15, 2021, granted well-known New York City eatery Russian Samovar's request to emerge from its 2½ years in Chapter 11 in order to seek COVID-19 restaurant aid. In a filing last June 2021, the restaurant told U.S. Bankruptcy Judge James Garrity that it had resolved the rent issue that had sent it into Chapter 11 in late 2018 and that leaving bankruptcy would open up the possibility of receiving up to $1 million in government aid. About Russian Samovar Inc. Russian Samovar Inc. is a New York restaurant once co-owned by ballet legend Mikhail Baryshnikov. The restaurant and piano bar, a theater-district fixture patronized by performing arts professionals, theatergoers and high-rolling Russian elites. Russian Samovar Inc sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 18-13989) on December 10, 2018. In its petition, Russian Samovar estimated assets of between $0 and $50,000 and estimated liabilities of between $100,001 and $500,000. The case is handled by Honorable Judge James L Garrity Jr. Gabriel Del Virginia, Esq., of Law Offices Of Gabriel Del Virginia, is the Debtors' counsel. SAMARCO MINERACAO: Creditor Group Opposes Restructuring Plan ------------------------------------------------------------ Mariana Durao of Bloomberg News reports that York Global Finance, funds from Ashmore Group Plc and other major creditors opposed Samarco Mineracao SA's restructuring plan, claiming it is "illegal and unfeasible." The group, which accounts for almost half of Samarco's 50 billion reais ($9.78 billion) of defaulted debt, said the Brazilian miner's intention in the judicial reorganization is to obtain the remission of its debt, reducing its values to "dust," according to a petition to a court in Minas Gerais, where Samarco filed for bankruptcy protection. The company offers an "absurd" 85% haircut and the alternative to what they call a "debt forgiveness." About Samarco Mineracao SA Samarco Mineracao SA is a Brazilian mining joint venture between BHP Group and Vale SA. erves as an iron ore processing company. The company provides blast furnace, direct reduction, sinter feed, as well as low and normal silica content pellets. On April 9, 2021, the Debtor filed a voluntary petition for judicial reorganization in the 2nd Business State Court for the Belo Horizonte District of Minas Gerais in Brazil pursuant to Brazilian Federal Law No. 11,101 of February 9, 2005. Samarco Mineracao filed for Chapter 15 bankruptcy recognition (Bankr. S.D.N.Y. Case No. 21-10754) on April 19, 2021, in New York, to seek U.S. recognition of its Brazilian proceedings. The Debtor's U.S. counsel: Thomas S. Kessler Cleary Gottlieb Steen & Hamilton LLP Tel: 212-225-2000 E-mail: tkessler@cgsh.com SAMURAI MARTIAL: Wins Cash Collateral Access Thru Aug 3 ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, has authorized Samurai Martial Sports, Inc. to use cash collateral on an interim basis in accordance with the budget through August 3, 2021, the date of the final hearing. BankUnited and Texas Citizens Bank will continue to have the same liens, encumbrances and security interests in the cash collateral generated or created post filing, plus all proceeds, products, accounts, or profits thereof, as existed prior to the filing date. The Debtor keep the Lenders' collateral free and clear of post-petition liens, encumbrances, and security interests except for such claims as may accrue but are not currently owed such as ad valorem and similar taxes; provided, however, that nothing in the Interim Order shall prohibit the Debtor from seeking credit pursuant to section 364 of the Bankruptcy Code. The Debtor is also directed to include a line item in the budget for the monthly ad valorem lax liability of the Debtor's real property, and further pay to BankUnited the monthly ad valorem lax liability to be held in escrow for payment due in January 2022 and that BankUnited will use such amounts to pay the ad valorem taxes due in January 2022 for the ad valorem taxes for 2021 for the real property. The final hearing on the matter is scheduled for 2:30 p.m. by audio and video electronic means. A copy of the order and the Debtor's budget is available at https://bit.ly/2VBReP8 from PacerMonitor.com. The Debtor projects $49,917 in total revenue and $7,650 in total expenses for July. About Samurai Martial Sports, Inc. Samurai Martial Sports, Inc. operates a sports complex, camps, after school care and related matters. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-32250) on July 2, 2021. In the petition signed by Ihab Ahmed, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Reese Baker, Esq., at Baker & Associates is the Debtor's counsel. SC SH HOLDINGS: Accor SA Impeded Fairmont San Jose's Ch.11 Case --------------------------------------------------------------- Law360 reports that the owner of the California luxury hotel Fairmont San Jose is locked in a battle in Delaware bankruptcy court with hotel operator Accor S. A. , with Accor accused of trying to impede the Chapter 11 case and making claims the hotel may have violated attorney-client privilege. Hotel owner SC SJ Holdings on Tuesday, July 13, 2021, asked the court to declare Accor's opposition to its Chapter 11 plan to be in bad faith, saying Accor is trying to punish it for switching management companies. About SC SJ Holdings and FMT SJ San Ramon, California-based Eagle Canyon Management's SC SJ Holdings LLC owns The Fairmont San Jose, an 805-room luxury hotel located at 170 South Market St., San Jose, Calif. The hotel is near many of the largest Fortune 1000 corporations and is a popular location for conferences and conventions, particularly in the technology industry. On March 5, 2021, SC SJ Holdings' affiliate, FMT SJ LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ Holdings sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10549). The cases are jointly administered under Case No. 21-10549. At the time of the filing, SC SJ Holdings disclosed assets of between $100 million and $500 million and liabilities of the same range. FMT SJ disclosed that it had estimated assets of between $500,000 and $1 million and liabilities of between $100 million and $500 million. The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP, as their bankruptcy counsel, Cole Schotz P.C. as local counsel, and Verity LLC as financial advisor. Stretto is the claims agent and administrative advisor. SEBSEN ELECTRIC: Seeks to Hire Buddy D. Ford as Legal Counsel ------------------------------------------------------------- Sebsen Electric, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, PA as its legal counsel. The firm's services include: (a) advising the Debtor with regard to its powers and duties in the continued operation of the business and management of the property of the estate; (b) preparing and filing schedules of assets and liabilities, statement of financial affairs and other documents required by the court; (c) representing the Debtor at the Section 341 creditors' meeting; (d) advising the Debtor with respect to its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; (e) preparing legal papers; (f) protecting the interest of the Debtor in all matters pending before the court; (g) representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan; and (h) performing all other legal services. The hourly rates of the firm's attorneys and staff are as follows: Buddy D. Ford $425 per hour Senior Associate Attorneys $375 per hour Junior Associate Attorneys $300 per hour Senior Paralegals $150 per hour Junior Paralegals $100 per hour Prior to the petition date, the Debtor paid an advance fee of $27,000. Buddy Ford, Esq., 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: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. Buddy D. Ford, PA 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Email: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com About Sebsen Electric Sebsen Electric, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-03626) on July 12, 2021, listing up to $1 million in both assets and liabilities. Buddy D. Ford, PA serves as the Debtor's legal counsel. SEVEN HILLS PHARMACY: Has Interim Access to Cash Thru August 25 --------------------------------------------------------------- Seven Hills Pharmacy, Inc. d/b/a Jayson Pharmacy, and affiliated debtors sought and obtained interim permission from the Bankruptcy Court to use cash collateral in an amount not to exceed $568,768 monthly. The Debtors may use the cash collateral pursuant to the budget for the period from July 1 to August 25, 2021, for (a) maintenance and preservation of assets; (b) the continued operation of the business, including payment of payroll, payroll taxes, employee expenses and insurance costs; (c) the completion of work-in-process; and (d) the purchase of replacement inventory. The affiliated debtors, which filed contemporaneous Chapter 11 petitions with Debtor Seven Hills on July 1, who will also use the cash collateral, are: * Caliber Enterprises, Inc. d/b/a Caliber Pharmacy; * CSB Pharmacy, Inc.; * CBA Pharmacy, Inc. d/b/a Good Health Pharmacy; and * CAB Pharmacy, Inc. d/b/a Good Health Pharmacy. A copy of the budget, detailing each Debtor's proposed use of the cash collateral, is available for free at https://bit.ly/3xNB8QW from PacerMonitor.com. Prepetition Debt and Adequate Protection to Secured Creditors The Debtors have disclosed that these creditors may have interest in the cash collateral arising from asserted secured claims against the applicable Debtor. These creditors purported to have filed UCC financing statements for their claims: a. Seven Hills Pharmacy, Inc. d/b/a Jayson Pharmacy Claim Amount ------------ AmerisourceBergen $24,317 Cardinal Health 110, LLC $68,748 H.D. Smith, LLC $910,485 JM Smith Corp. $1,764,535 Santander Bank, N.A. $700,000 b. CAB Pharmacy, Inc. d/b/a Good Health Pharmacy Claim Amount ------------ Auburn Pharmaceutical $6,690 Distributed by ASD $172,250 JM Smith Corp. $1,764,544 c. Caliber Enterprises, Inc. d/b/a Caliber Pharmacy Claim Amount ------------ Associated Pharmacies, Inc. $11,212 Auburn Pharmaceutical $16,991 Cardinal Health 110, LLC $122,030 H.D. Smith, LLC $910,485 JM Smith Corp. $1,764,535 d. CBA Pharmacy, Inc. d/b/a Good Health Pharmacy Claim Amount ------------ AmerisourceBergen $172,250 J.M. Smith Corporation $83,863 SmartSource $2,395 e. CSB Pharmacy, Inc. Claim Amount ------------ Auburn Pharmaceutical $29,486 Cardinal Health 110, LLC $435,816 Smith Drug Company $1,764,535 f. New Hyde Park Pharmacy, Inc. d/b/a Lakeville Pharmacy Claim Amount ------------ AmerisourceBergen $25,539 Auburn Pharmaceutical $7,290 Cardinal Health 110, LLC $80,999 H.D. Smith, LLC $910,485 J.M. Smith Corp. $1,764,535 Mitchell Melone $819,869 Santander Bank, N.A. $700,000 New Hyde Park's pharmacy retail outlet is already closed. New Hyde Park filed a Chapter 11 petition on July 6, 2021. The Debtor disclosed that, upon information and belief, the claim of Cardinal Health 110, LLC would have first priority. AmerisourceBergen, upon information and belief, either purchased the claim of or merged with H.D. Smith, LLC, thereafter. The Court ruled that as adequate protection to the secured creditors for the use of the Cash Collateral, Cardinal Health 110, LLC and AmerisourceBergen Drug Corporation are granted: * replacement perfected security interests in all of the Debtors' postpetition assets, to the extent and with the same priority in the Debtor's PostPetition Collateral, and the proceeds thereof, that Cardinal Health and ABDC held with respect to any pre-petition collateral, provided that any liens on proceeds and property recovered in respect of claims and causes of action shall be subject to entry of the final order authorizing use of cash collateral. * super priority administrative expense claims, pursuant to Bankruptcy Code Section 507(b), senior to all claims against the Debtor, to the extent that the Adequate Protection provided for hereby proves insufficient to protect Cardinal Health' and ABDC's interest in and to the cash collateral. A copy of the interim order is available for free at https://bit.ly/3xLylYb from PacerMonitor.com. A copy of the motion is also available at https://bit.ly/3wHthmr from PacerMonitor.com. The Court will convene a final hearing on the motion on August 26, 2021 at 12 p.m. Objections must be filed no later than 4 p.m. on August 19. Counsel for the Debtors: Ronald M. Terenzi, Esq. Terenzi & Confusione, P.C. 401 Franklin Avenue, Suite 300 Garden City, NY 11530 Telephone: (516) 812-4502 Facsimile: (516) 812-4602 Email: rterenzi@tcpclaw.com About Seven Hills Pharmacy, Inc. Seven Hills Pharmacy, Inc. d/b/a Jayson Pharmacy, and its affiliates operate pharmacy retail stores in the New York area, as well as in Florida and Pennsylvania. Seven Hills filed a Chapter 11 petition (Bankr. E.D. N.Y. Lead Case No. 21-71213) on July 1, 2021 contemporaneously with affiliates -- Caliber Enterprises, Inc., d/b/a Caliber Pharmacy; CAB Pharmacy, Inc., d/b/a Good Health Pharmacy; CBA Pharmacy, Inc., d/b/a Good Health Pharmacy; and CSB Pharmacy, Inc. On July 6, 2021, affiliate New Hyde Park Pharmacy, Inc. d/b/a Lakeville Pharmacy also filed a Chapter 11 petition. Their cases are jointly administered under Seven Hills Pharmacy's case. On the Petition Date, Debtor Seven Hills reported $50,000 to $100,000 in assets and $1,000,000 to $10,000,000 in liabilities. Debtor New Hyde Park Pharmacy reported assets not exceeding $50,000 and liabilities between $1,000,000 and $10,000,000. The petitions were signed by Karthik Dhama, president. Judge Louis A. Scarcella presides over the cases. Judge Alan S. Trust is assigned to the case of Debtor New Hyde Park Pharmacy, Inc. Terenzi & Confusione, P.C. represents the Debtors as counsel. SUMMIT FAMILY: Gets OK to Tap Kutner Brinen Dickey Riley as Counsel ------------------------------------------------------------------- Summit Family Restaurants Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen Dickey Riley, PC as substitute for its prior counsel, Sacks Tierney PA. The firm's services include: (a) advising the Debtor with respect to its powers and duties; (b) assisting the Debtor in the development of a plan of reorganization under Chapter 11; (c) filing the necessary pleadings, reports and actions, which may be required in the continued administration of the Debtor's property under Chapter 11; (d) taking necessary actions to enjoin and stay until final decree continuation of pending proceedings and to enjoin and stay until final decree commencement of lien foreclosure proceedings and all matters as may be provided under Section 362 of the Bankruptcy Code; and (e) performing all other legal services for the Debtor. The hourly rates of the firm's attorneys and staff are as follows: Jeffrey S. Brinen $500 per hour Jenny Fujii $410 per hour Jonathan M. Dickey $350 per hour Keri L. Riley $350 per hour Paralegal $100 per hour In addition, the firm will seek reimbursement for expenses incurred. The Debtor paid a post-petition retainer in the amount of $40,000. As disclosed in court filings, Kutner Brinen Dickey Riley is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey S. Brinen, Esq. Jonathan M. Dickey, Esq. Kutner Brinen Dickey Riley, PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Telephone: (303) 832-2400 Email: jmd@kutnerlaw.com About Summit Family Restaurants Scottsdale, Ariz.-based Summit Family Restaurants Inc. owns and operates Denver restaurant Casa Bonita. The restaurant, which opened in 1974, shut its doors in March 2020, at the beginning of the COVID-19 pandemic. Summit's parent, Star Buffet, Inc., owns and operates restaurants in several western states, Oklahoma and Florida. It operates restaurants under the HomeTown Buffet, JB's Restaurants, BuddyFreddys, JJ North's Country Buffet, Holiday House, Casa Bonita, and North's Star Buffet names. Star Buffet's restaurants provide customers with a variety of fresh food at moderate prices. Summit Family Restaurants filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-02477) on April 6, 2021. The Debtor disclosed total assets of $3.682 million and total liabilities of $4.425 million as of March 31, 2021. On June 23, 2021, the Debtor's Chapter 11 proceeding was transferred to the U.S. Bankruptcy Court for the District of Colorado and was assigned a new case number (Case No. 21-13328). Judge Brenda K. Martin oversees the case. Kutner Brinen Dickey Riley, PC serves as the Debtor's legal counsel. SYMPLR SOFTWARE: Moody's Affirms 'B3' CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service affirmed Symplr Software, Inc.'s credit ratings, including its B3 corporate family rating, B3-PD probability of default rating, and B2 instrument ratings on symplr's senior secured first-lien debt, which includes an upsized, $961 million (from $760 million) term loan and an undrawn, $100 million revolving credit facility. Symplr's outlook remains stable. In May symplr announced that it would be acquiring HeathcareSource HR Inc. ("HealthcareSource). Proceeds from the incremental first-lien term loan and from an incremental $65 million second-lien term loan (unrated), as well as $16 million of new cash, plus preferred stock and rolled over equity from the target company, were used to effect the purchase of HealthcareSource. In mid-July, the company announced a substantial equity investment by the private equity firm Charlesbank. Affirmations: Issuer: Symplr Software, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Gtd Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Symplr Software, Inc. Outlook, Remains Stable RATINGS RATIONALE The B3 CFR reflects symplr's small revenue scale, very high Moody's-adjusted pro-forma debt-to-EBITDA leverage of roughly 8.4 times and integration risks as the healthcare governance, risk, and compliance ("GRC") software-solutions provider undertakes another acquisition. The acquisition of HealthcareSource, financed with both debt and equity, extends Moody's timeframe for symplr's deleveraging, while it adds product diversity and improves the company's revenue base by nearly 25%. Combined, symplr and HealthcareSource will have a revenue base approaching $400 million, strong EBITDA margins, and free cash flow generation capabilities consistent with the CFR. Adjusted for $10 million in synergies anticipated from integrating HealthcareSource, the acquisition, which is supported by incremental preferred and rolled-over equity, has a modestly negative impact on leverage at closing. HealthcareSource's talent management software will augment symplr's credentialing capabilities and enhance cross-selling opportunities with nearly all hospitals in the US. HealthcareSource has an attractive, subscription-based revenue model with 95% of billing recurring and no product overlap (but some customer overlap) with symplr. The combined companies' end-to-end (or "hire-to-retire") solution will make it easier for healthcare organizations to hire, keep, optimize, and grow their workforces. Even with substantial, favorable adjustments to add back transaction and integration costs driven by symplr's active acquisition platform, and other synergy assumptions, symplr's pro-forma March 31, 2021 LTM Moody's-adjusted debt-to-EBITDA leverage of above 8.0 times is weak for the B3 CFR. Although Moody's expects leverage will moderate through operating growth and synergy realization, private equity ownership, an active history of acquisitions, and very loose covenants that do not tighten imply that symplr's financial strategy will could continue to be aggressive. Moody's originally rated symplr in November 2020, on a refinancing and acquisition transaction for the purchase of TractManager, the integration of which is expected to be complete by July 2021. Symplr's revenue grew by mid-single-digit percentages in 2020, even with a flat second quarter because of COVID. Moody's expects that solidly mid-single-digit-percentage revenue growth can be achieved this year through new cross selling opportunities, a revitalized sales force, and the migration of customers to cloud-based services. Healthcare industry trends support the rating and help Moody's to look beyond the drawbacks of symplr's brief operating history, high financial leverage and poor earnings quality. These supporting trends include increased healthcare spending, greater, regulatory-driven complexity, margin pressures caused by the transition to value-based care, and the need for an enterprise-wide solution to support the complexity of GRC as hospitals consolidate. Additionally, the credentialing, staffing, and scheduling services that symplr's platforms facilitate have become even more necessary to providers in response to the COVID pandemic. Moody's views symplr's liquidity as good. Much of the balance sheet cash, that had built to $29 million as of March 31, will be swept as part of the HealthcareSource acquisition. However, it will be supplemented by free cash flows that, as a percentage of debt, are expected to be in the low-single-digits over the next 12 to 18 months, average for the ratings category. A large, $100 million revolving credit facility amply supports possible weakness in cash flows but may also hint at the company's appetite for acquisitions. The credit agreement's very loose covenant package, including an 8.5 times first-lien-leverage limit with no stepdowns, applicable when the revolver is 35% drawn, and no covenants associated with the term loans, suggests the company will have unimpeded access to the liquidity facility. Symplr's corporate governance policy presents risks through both the high financial leverage employed and private equity ownership, which typically places shareholder interests above those of creditors. Moody's expects aggressive financial policies will sustain high levels of leverage, including debt-funded M&A transactions and other shareholder-friendly policies. The burden of servicing the high debt load may restrict symplr's ability to continue investing in products and platform modernization that might otherwise support the company's competitiveness. The stable rating outlook reflects Moody's expectation that organic top-line growth of 4% to 5% and the realization of synergies will allow for at least low-single-digit percentage (of total debt) free cash flow as well as deleveraging, to below 7.0 times by the end of 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if earnings growth and synergy realization enable symplr to sustain Moody's-adjusted debt-to-EBITDA leverage below 6.5 times, and if free cash flow as a percentage of debt is expected to be sustained in the mid-single digits. A ratings downgrade could result if Moody's expects symplr to generate minimal or no free cash flow, or if liquidity deteriorates. Failure to achieve at least mid-single-digit organic revenue growth or to make progress towards delevering, due to difficulties integrating acquisitions or falling short of anticipated synergies, could also pressure the rating. Symplr Software, Inc. provides on-premise and Software-as-a-Service ("SaaS") medical compliance and credentialing solutions to healthcare facilities and healthcare providers. With backing from private equity owner Clearlake Capital, symplr in December 2020 acquired TractManager, Inc., a provider of internet-based tools and services that assist healthcare providers and payers with improving the effectiveness and efficiency of their programs in compliance, supply chain, credentialing, and clinical evidence. Also with private equity backing, symplr is acquiring, in mid-2021, acquire HealthcareSource, a provider of talent management software for major acute- and non-acute-care hospital systems. Moody's expects the combined companies to generate 2021 revenue approaching $400 million. The principal methodology used in these ratings was Software Industry published in August 2018. TEXAS TAXI: Case Summary & 7 Unsecured Creditors ------------------------------------------------ Debtor: Texas Taxi, Inc. 4201 Langley Rd. Houston, TX 77093 Business Description: Texas Taxi is part of the taxi and limousine service industry. Chapter 11 Petition Date: July 19, 2021 Court: United States Bankruptcy Court Southern District of Texas Case No.: 21-60065 Judge: Hon. Christopher M. Lopez Debtor's Counsel: Richard Lee Fuqua II, Esq. FUQUA & ASSOCIATES, P.C. 8558 Katy Freeway, Suite 119 Houston, TX 77024 Tel: (713) 960-0277 Email: RLFuqua@FuquaLegal.com Estimated Assets: $0 to $50,000 Total Liabilities: $8,199,396 The petition was signed by John Bouloubasis, president & CEO. A copy of the Debtor's list of seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HGBNHVY/Texas_Taxi_Inc__txsbke-21-60065__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G2TVQLA/Texas_Taxi_Inc__txsbke-21-60065__0001.0.pdf?mcid=tGE4TAMA TEXAS TAXI: Houston's Yellow Cab Files for Chapter 11 Bankruptcy ---------------------------------------------------------------- Click2Houston reports that Houston's Yellow Cab services may soon come to an end after the company announced it's filing for bankruptcy. "The old adage that you're going to hail a cab, that's like from the 80′s or whatever," said Brock Fletcher, a traveler from Michigan. For as long as some Houstonians can remember, Yellow Cabs have been a symbol in transportation when driving yourself is not an option. The company said it's filing for bankruptcy in San Antonio, Austin, and Houston. "The reality is, I think they’re just catching up with the times," Fletcher said. zTrip, a ride-sharing company that allows you to hail or schedule a taxi, limousine or black car service, entered an agreement with Yellow Cab to purchase its assets as part of the bankruptcy. zTrip CEO Bill George said if the acquisition goes through, he would expand Yellow Cab services, but not disrupt the company. "We'll continue operating with the same drivers, and we will have new vehicles that we'll put into a fleet with new upgraded technology. But the goal is absolutely zero interruption in service," said George. With cab companies throughout the world becoming more and more obsolete, travelers we spoke to are in favor of the change. "Well, I think when you're looking for a ride, it's easiest when you can do it from your phone," Fletcher said. George said there will be a hearing at the bankruptcy court on Tuesday, July 20, 2021, where the judge will decide if zTrip can move forward with purchasing the company. If all goes as planned, riders could see zTrip replacing cabs at the airport and throughout Houston in about four weeks. "At airports, it's easy to get a taxi. It's not always easy to get a taxi everywhere," said traveler Kashif Pathan. About Yellow Cab Houston Texas Taxi, Inc., is a company based in Houston, Texas, with a 50-year history of providing transportation services to customers. Texas Taxi was founded initially to provide transportation services to the Greater Houston area and later expanded its services to Austin, San Antonio and Pasadena. Texas Taxi was formed in August 2003 to acquire the Greater Houston Transporation Company (GHTC), Greater Austin Transportation Company and ultimately Greater San ANtoion Transportation Company. Each operated as a"Yellow Cab" in their respective jurisdictions. Texas Taxi also acquired Fiesta Cab Company, which was focused on serving Spanish-speaking passenger customers. Texas Taxi, Inc., and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-60065) on July 191, 2021. The Hon. Christopher M Lopez is the case judge. Fuqua & Associates, PC, is the Debtors' counsel. TRMA FRISCO: Seeks Approval to Hire Dohmeyer Valuation Corp. ------------------------------------------------------------ TRMA Frisco Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Dohmeyer Valuation Corporation, a Frisco, Texas-based appraiser and valuation expert, to assist with the valuation of their assets. The firm will be compensated as follows: a. Upon completion of the valuation process, the Debtors will pay the total sum of $2,000 to Dohmeyer in connection with the review, appraisal and valuation of the Debtors' businesses and their component parts. b. Should the need arise for Dohmeyer to provide testimony or other services in connection with the Chapter 11 proceedings, the Debtors will compensate the firm at Robert Dohmeyer's standard rate of $325 per hour. As disclosed in court filings, Dohmeyer Valuation is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert M. Dohmeyer Dohmeyer Valuation Corporation Aspermount Drive Frisco, TX 75034 Tel: 214-499-5954 Email: bdohmeyer@gmail.com About TRMA Frisco Inc. TRMA Frisco Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Texas Case No. 21-40697) on May 7, 2021, disclosing total assets of up to $500,000 and total liabilities of up to $1 million. Judge Brenda T. Rhoades oversees the case. The Debtor is represented by DeMarco Mitchell, PLLC. TUG INC: Kent L. Adams Appointed as Subchapter V Trustee -------------------------------------------------------- Ilene J. Lashinsky, United States Trustee for Region 20, appointed Kent L. Adams as Subchapter V Trustee for Tug, Inc. Mr. Adams' contact information: Kent L. Adams 2861 N. Tee Time Ct. Wichita, KS 67205 Telephone: 316-641-0260 Email: kadams27@cox.net About Tug, Inc. Tug, Inc., d/b/a Proscape Landscape Management, offers residential and commercial landscaping for customers in the Wichita, Kansas area. The company filed a Chapter 11 petition (Bankr. D. Kan. Case No. 21-10665) on July 15, 2021. On the Petition Date, the Debtor reported $339,621 in total assets and $1,089,820 in total liabilities. The petition was signed by Connor Fosse, president. Judge Dale L. Somers presides over the case. Hinkle Law Firm LLC serves as the Debtor's counsel. Kent L. Adams is appointed as the Debtor's Subchapter V Trustee. TUG INC: Seeks to Use Kansas State Bank's Cash Collateral --------------------------------------------------------- Tug, Inc. asked the Bankruptcy Court to authorize its use of cash collateral, pursuant to a proposed budget. The Debtor needs the cash collateral for working capital in order to continue the orderly operation of its business and administration of its estate. The budget provided for these monthly expenses: $104,774 for the month of July 2021; $104,774 for the month of August 2021; $97,274 for the month of September 2021; $60,324 for the month of October 2021; and $60,324 for the month of November 2021. The Debtor believes that only Kansas State Bank could have perfected security interests in the cash collateral. The Bank asserts a lien on all assets owned by the Debtor. As of the Petition Date, the Bank was owed approximately $188,741 on the note associated with the Bank's lien. The total value of the Cash Collateral on the Debtor's schedules is $122,322. As adequate protection for the Bank's interest in the cash collateral, the Debtor proposed to pay the Bank its regular monthly payment of $4,173 beginning August 1, 2021 and on the first day of each month thereafter at the Bank's contractual, non-default rate of interest, which is presumed to be 5.590% per annum. In addition, the Bank shall have, as adequate protection protection for any post-petition diminution in value of its pre-petition collateral, additional and replacement security interests interests and liens, in the same priority as existed prepetition, on all of the prepetition collateral and all of the Debtor's now owned and after acquired assets and rights. The Adequate Protection Liens shall be senior to all other interests or liens on the Bank's collateral. A copy of the motion is available for free at https://bit.ly/3kuzFee from PacerMonitor.com. About Tug, Inc. Tug, Inc., d/b/a Proscape Landscape Management, offers residential and commercial landscaping for customers in the Wichita, Kansas area. The company filed a Chapter 11 petition (Bankr. D. Kan. Case No. 21-10665) on July 15, 2021. On the Petition Date, the Debtor reported $339,621 in total assets and $1,089,820 in total liabilities. The petition was signed by Connor Fosse, president. Judge Dale L. Somers presides over the case. Hinkle Law Firm LLC serves as the Debtor's counsel. Kent L. Adams is appointed as the Debtor's Subchapter V Trustee. TWO GUNS: Unsecured to Recover 45% of Allowed Claims in Plan ------------------------------------------------------------ Two Guns Consulting & Construction, LLC and Charles Luke Duncan filed with the Bankruptcy Court a First Amended Joint Plan of Reorganization dated July 9, 2021. The Two Guns Plan will be funded by the remaining proceeds of its PPP loan (most of which is expected to be expended for payroll and so qualify as forgivable), and from profits from future business operations. The Plan includes continuation of the litigation with MarkWest Liberty Midstream & Resources, LLC and an expected recovery from MarkWest, with the eventual recovery (after deduction for the SBA's secured claim, litigation costs and the contingent fee) dedicated to the benefit of unsecured creditors. Both Debtors seek to discharge any unsecured claims that exceed their ability to pay from all their disposable income over three years. Two Guns continues to actively seek additional contract work, and is reducing payroll until paying work can be secured. Classes of Claim and Interest * Class 1 - Secured Claim of Capital Farm Credit Class 1 consists of the allowed secured claim of Capital Farm Credit for $699,375, secured by Mr. Duncan's homestead consisting of 10 acres and his house. Class 1 claim will be paid monthly at $4,579 according to the existing agreement. * Class 2 - Secured Claim of Prosperity Bank Class 2 consists of the allowed secured claim of Prosperity Bank for $80,793, is secured by a lien on some of Two Guns trucks and equipment. This Claim will be paid at $2,000 monthly according to the existing agreement. * Class 3 - Secured Claim of Navy Army FCU Class 3 consists of the allowed secured claim of Navy Army FCU for $39,052, secured by Mr. Duncan's 2019 Chevrolet truck. Class 3 Claim will be paid in accordance with existing agreement. * Class 4 - Secured Ad Valorem Taxes Class 4 consists of ad valorem taxes due for tax years 2021 and earlier, which shall be paid by each debtor in regular monthly payments over not more than 60 months after the Petition Date at 12% interest. The taxing authorities retain their liens and standard default provisions apply. The claims may be prepaid without penalty. * Class 5 - Unsecured Claim of Flow Control Class 5 consists of the unsecured claim of Flow Control for $14,306. Flow Control's abstract of judgment did not attach to any collateral with any value to the estate, and so the claim is treated as Class 7 General Unsecured Claim, pursuant to Section 506(a) of the Bankruptcy Code. * Class 6 - U.S. Small Business Administration Secured Claim (EIDL Loan) Class 6 SBA EIDL loan is secured by all tangible property of the Debtor, including accounts receivable. Class 6 shall be paid in accordance with existing agreement. SBA shall be entitled to receive payment in full of all principal and interest from any recovery the Debtor obtains from Markwest. * Class 7 - General Unsecured Claims (including Deficiency Claims) Class 7 General unsecured claims against both Debtors will be paid from all of both Debtors' disposable income over 3 years in quarterly payments as funds may become available, plus a pro rata share of the net recovery against MarkWest as and when received, plus, if specified income levels are not obtained, from liquidation of certain of Mr. Duncan's non-exempt assets. The Debtor's current best estimate of the recovery under the Plan for Class 7 Unsecured Creditors is approximately 45%. This estimate is based on several assumptions, including a full recovery on the Markwest Lawsuit, and a consensual plan. Moreover, the Debtors believe some claims may be objectionable resulting to increase in the dividend. Due to the substantial overlap of creditors and claims between the two Debtors, the consolidation of Mr. Duncan's unsecured creditors with those of Two Guns for purposes of Class 7 Distributions does not materially affect the amount of distributions to any creditor of either Debtor. The only unsecured creditor of Mr. Duncan that is not also an unsecured creditor of Two Guns is Capital One, for the scheduled and undisputed amount of $24,799. * Class 8 - Equity Interests. Mr. Duncan retains his equity interest in Two Guns Consulting & Construction, LLC, and both Debtors retain all their other property. * Class 9 - Subordinated Claims. Class 9 Subordinated Claims includes two insider loans for $150,000, which will receive nothing under the Plan. A copy of the Amended Plan is available for free at https://bit.ly/3hJwWMn from PacerMonitor.com. The confirmation hearing on the Plan is scheduled for July 30 2021 at 10 a.m. by telephone and video conference. Counsel for the Debtors: Nathaniel Peter Holzer, Esq. Jordan, Holzer, & Ortiz, P.C. 4102 Ocean Drive Corpus Christi, TX 78411 Telephone: 361.563.6175 E-mail: pete@npholzerlaw.com About Two Guns Consulting & Construction Odem, Texas-based Two Guns Consulting & Construction, LLC, is a company in the heavy and civil engineering construction industry. Two Guns Consulting & Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 21-21061) on March 9, 2021. Charles Luke Duncan, sole managing member, signed the petition. On March 9, Mr. Duncan himself also filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 21-21062). The cases are jointly administered under Two Guns' case. In the petition, Debtor Two Guns disclosed total assets of $1,313,914 and total liabilities of $5,038,064. Judge David R. Jones oversees the case. Jordan Holzer & Ortiz, P.C. and Wickens Herzer Panza serve as the Debtors' bankruptcy counsel and special counsel, respectively. UNIQUE TOOL: Amended Carve-Out Order Extended Thru August 31 ------------------------------------------------------------ In the Chapter 11 case of Unique Tool & Manufacturing Co., Inc., Judge Mary Ann Whipple entered a Fourth Amended Agreed Order extending the terms of the Third Amended Carve-Out Order from June 30 through August 31, 2021. Waterford Bank, N.A., a secured creditor of the Debtor, has agreed to the amendment after the Third Amended Carve-Out Order expired, by its terms, on June 30. The Fourth Amended Agreed Order, treats, among other things, Waterford's waiver to receive amounts paid to the Chapter 11 Trustee by Temperance Distilling Company (TDC) and/or Toledo Tool & Die Co., Inc. (TTD) conditioned on Waterford receiving a certain fixed amount every month. The Carve-out Order provided that the Chapter 11 Trustee may fund professional fees and expenses from rents received from the Debtor's tenants, TDC and TTD. Other than the extension, all of the remaining terms and provisions of the First, Second and Third Carve-Out Orders shall remain in full force and effect, the Court ruled. A copy of the Fourth Amended Agreed Order is available for free at https://bit.ly/3eyjokG from PacerMonitor.com. About Unique Tool & Manufacturing Unique Tool & Manufacturing Co., Inc. -- http://www.uniquetool.com/ -- is a custom metal stamping company formed in 1963, which supplies stampings to the satellite, communications, electrical, appliance, refrigeration and automotive industries throughout the United States, Canada and Mexico. It specializes in tool and die manufacturing, brazing, welding, plating and more. Unique Tool & Manufacturing sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 19-32356) on July 26, 2019. At the time of the filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Debtor is represented by Diller and Rice, LLC in its Chapter 11 case. Judge Mary Ann Whipple oversees the case. The U.S. Trustee for Region 9 appointed a committee of unsecured creditors on Sept. 5, 2019. The creditors' committee retained Wernette Heilman PLLC as its legal counsel. Richardo I. Kilpatrick is the Chapter 11 trustee appointed in the Debtor's case. The trustee tapped Stuart A. Gold, Esq., of Gold, Lange, Majoros and Smalarz PC, and C.L. Moore & Associates as his legal counsel and accountant, respectively. UNITY HOLDINGS: Unsecureds to be Paid Annually Over Five Years -------------------------------------------------------------- Unity Holdings, LLC filed with the Bankruptcy Court a Second Amended Plan of Reorganization dated July 8, 2021. The Plan proposes to pay creditors from cash flow of operations of the retail business Trail's End and from rents paid by Paul David Jewelers. Classes of Claims and Interests * Class 1. All allowed claims under Section 507(a) of the Bankruptcy Code. However, there are no Section 507(a) Claims against the Debtor. * Class 2. A. DH Portfolio, LLC The fully secured claim for $505,676 is collateralized by the real estate at 4158 Main Street in Fish Creek, Wisconsin owned by the Debtor. The said real estate has an estimated value of $850,000. Class 2A also holds as additional collateral, a first mortgage in a commercial condominium in Sister Bay, Wisconsin owned by Paul and Marcella Krause, valued at $40,000. Due to the seasonality of the Debtor's business, in which the majority of annual income is earned from June to October each year during the tourist season in Door County, the Debtor will make periodic payments on this claim for approximately 72 months from the effective date. Class 2.A is impaired. * Class 2. B. Door County Treasurer The statutorily secured claim for $27,274 is a result of past due real estate taxes on the Debtor's real estate at 4158 Main Street in Fish Creek, Wisconsin. Class 2.B is impaired. This claim will be repaid in two installments including interest at 12% as follows: The first installment shall be made on December 1, 2021 for $17,420, and the second installment shall be made on December 1, 2022 for $14,702, for a total of $32,122. * Class 2. B. Small Business Administration The claim of the SBA arises out of an SBA EIDL loan for $33,000 secured by the Debtor's inventory and fixtures, originally taken out by the proprietor, but assumed by the Debtor upon the transfer of the retail clothing business to the Debtor. This claim will be paid to terms, unmodified, having been assumed by the Debtor as follows: $161 per month beginning in Year 2 and to continue thereafter for 360 months. * Class 3. All non-priority unsecured claims allowed under Section 502 of the Code These claims total $4,250. Unsecured creditors will receive annual payments on November 30th of each year over the five years of the Plan in the amount of $960 without interest. * Class 4. Equity interests of the Debtor Paul Krause (and Marcella Krause, by virtue of her interest in marital property) shall retain his equity interest as the sole Member of the Debtor. A copy of the Second Amended Plan is available for free at https://bit.ly/3eqIr9e from PacerMonitor.com. About Unity Holdings Unity Holdings, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 21-20537) on Feb. 2, 2021. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and 100,001 to $500,000 in liabilities. Paul G. Swanson, Esq. at Steinhilber Swanson LLP serves as the Debtors counsel. US FOODS: Moody's Alters Outlook on B2 CFR to Positive ------------------------------------------------------ Moody's Investors Service changed the ratings outlook for US Foods, Inc. (USF) to positive from stable. Concurrently, Moody's affirmed all of the company's ratings, including the B2 corporate family rating, B2-PD probability of default rating, B3 senior secured bank facility and notes ratings, and Caa1 senior unsecured notes rating. The speculative grade liquidity rating remains SGL-1. The change in outlook to positive reflects Moody's view that USF is poised for a significant improvement in credit metrics over the next 12-18 months. Moody's expects a continued recovery in the restaurant sector and a gradual return of food service volumes in the hospitality and education sector, which will drive material earnings growth for USF. In addition, the company has stated that it is prioritizing deleveraging to its 2.5-3.0x net leverage target (based on the company's definition), including further debt repayment in 2021. Moody's expects that the use of the majority of balance sheet cash and discretionary cash flow for debt repayment will support material deleveraging to 5.3x Moody's-adjusted debt/EBITDA over the next 12-18 months (equivalent to an estimated 4.2x net leverage based on the company's definition) from 10.4x as of April 3, 2021. Moody's took the following rating actions for US Foods, Inc.: Corporate family rating, affirmed B2 Probability of default rating, affirmed B2-PD Senior secured bank credit facility, affirmed B3 (LGD4) Senior secured regular bond/debenture, affirmed B3 (LGD4) Senior unsecured regular bond/debenture, affirmed Caa1 (LGD6) Outlook, changed to positive from stable RATINGS RATIONALE The B2 corporate family rating is supported by USF's scale and market position as the second largest player in US food distribution, serving a diversified customer base of restaurants, hospitality, education and healthcare customers. The company reported chain and independent restaurant volumes above 2019 levels in April and this momentum has continued as dining capacity restrictions were lifted across the majority of US jurisdictions and vaccination rates increased. Similar to other large peers, USF has gained new customers as a result of market share gains during the pandemic. Near-term earnings should also be supported by synergies from the 2019 Food Group acquisition, whose integration is proceeding on plan. Moody's base case reflects expectations for a steady earnings recovery, which together with debt repayment would reduce leverage towards 5.3x Moody's-adjusted debt/EBITDA over the next 12-18 months (equivalent to an estimated 4.2x net leverage based on company adjusted EBITDA). In addition, the rating benefits from the company's very good liquidity. The rating is constrained by governance considerations, including USF's aggressive acquisition strategy, highlighted by its debt-financed acquisitions of SGA's Food Group of Companies and Smart Foodservice, as well as the involvement of private equity with board representation and a preferred equity stake equivalent to 10% of common stock on a fully-diluted basis. Nevertheless, the company has committed to deleveraging to the 2.5-3x target range maintained prior to the large recent acquisitions. Current leverage is very high with debt/EBITDA at 10.4x, and EBIT/interest expense is weak at 0.8x, and there is lingering uncertainty with regard to the recovery timing in the hospitality, health and education sectors. The rating also incorporates the fragmented and highly competitive nature of the food distribution industry in which the company operates. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include a sustained improvement in earnings and a balanced financial strategy that results in debt/EBITDA of under 5.25 times and EBITA/interest expense above 2.0 times on a sustained basis. Factors that could lead to a downgrade include a lack of material improvement in operating performance, a longer than anticipated timeframe for the integration of acquisitions or the adoption of a more aggressive financial strategy that does not prioritize near term debt reduction that results in debt/EBITDA sustained above 6.25 times or EBITA/interest expense below 1.25 times. A sustained deterioration in liquidity for any reason could also lead to a downgrade. US Foods, Inc. (USF) is a leading North American foodservice distributor, with annual revenues of around $23 billion as of April 3, 2021. The company operates as a national broad-line distributor, providing a complete range of products to restaurants, hospitality, education, healthcare and other end segments. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. VISTA OUTDOOR: Moody's Hikes CFR to Ba3 on Remington Transaction ---------------------------------------------------------------- Moody's Investors Service upgraded Vista Outdoor Inc.'s Corporate Family Rating to Ba3 from B1. Concurrently, Moody's upgraded Vista's Probability of Default Rating to Ba3-PD from B1-PD, and upgraded its senior unsecured notes rating to B1 from B2. The Speculative Grade Liquidity Rating remains SGL-1. The outlook is stable. The ratings were upgraded because Vista's operating performance has materially improved and Moody's expects that the company's credit metrics will remain robust over the next 12 to 18 months as strong demand for ammunition continues and the company works through its material backlog. Additionally, Vista's stronger market position in the ammunition business with the acquisition of Remington, which historically compromised margin for volume, will allow the company to reduce earnings pressure through troughs in the cyclical ammunition business. Moody's further expects cost reductions as well as acquisitions in the outdoor sports and recreation market will also contribute to higher earnings in the next downturn than in the fiscal year March 2020 during the low point in the last ammunition market cycle. The upgrade also reflects that Vista has pursued a more conservative financial policy over the past two years by permanently reducing a significant amount of debt and financial leverage. The company reduced its financial leverage target range between 1.0x -2.0x net debt to EBITDA (based on the company's calculation) thus providing it with ample flexibility to manage business volatility and for future acquisition growth opportunities. Over the next 12-18 months, Moody's expects Vista's annual sales to continue to grow by high single digits while operating profits will continue to remain robust at around $250 million. Moody's also anticipates that the company will generate strong annual free cash flow of about $200 million with Moody's-Adjusted Debt to EBITDA maintained at between 1.5x to 2.0x. The current political climate and the increase in crime in some metropolitan areas continues to drive strong demand for ammunition as consumers seek ways for self defense. Additionally, the focus by lawmakers on gun control legislation further drives near-term growth in guns and ammunition ahead of any potential restrictions. Moody's expects that any near term legislation will have minimal impact on Vista's business as lawmakers remain divided on the level of gun regulation which is mostly focused on regulation related to background checks rather than with limitation on ammunition. However from an ESG perspective, the sale of ammunition carries high social risks and negatively effects market perception. The stable outlook reflects Moody's expectation that demand for Vista's products will remain robust over the next 12-18 months and that the company will be well positioned to handle a cyclical downturn past this period. The outlook also reflects Moody's expectation that management will maintain good liquidity and credit metrics including debt-to-EBITDA below 3.0x during cyclical low points in ammunition demand. The SGL-1 reflects the company's very good liquidity expected over the next 12 months as the company will continue to generate annual free cash flow of approximately $200 million and has no debt maturities until the notes mature in 2029. Additionally, Vista has $243 million of cash as of March 2021 and Moody's expects that the company will maintain availability of $450 million under its undrawn ABL revolver facility that expires in 2026 and good covenant cushion. The following ratings/assessments are affected by the action: Ratings Upgraded: Issuer: Vista Outdoor Inc. Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD GTD Senior Unsecured Notes, Upgraded to B1 (LGD5) from B2 (LGD5) Outlook Actions: Issuer: Vista Outdoor Inc. Outlook, Changed To Stable From Positive RATINGS RATIONALE Vista's Ba3 CFR reflects its leading position as one of the largest ammunition manufacturers in the US, its leading brands in multiple niche outdoor product categories and favorable US outdoor activity participation trends. The rating also reflects Vista's conservative 1.0x-2.0x net debt-to-EBITDA target and healthy free cash flow throughout ammunition industry cycles aided by not paying a dividend. Vista's debt to EBITDA leverage of 1.7x as of March 31, 2021 is low in part because of the current strength of the cyclical ammunition market, but Moody's expects the company would be able to sustain debt-to-EBITDA below 3.0x in the next cyclical downturn. This is lower than in the last downturn because of the stronger ammunition market position following the Remington acquisition, cost reductions, and incremental earnings from acquisitions funded with existing cash and free cash flow. Vista's credit profile is constrained by the volatility in non-law-enforcement related ammunition demand, difficulties sustaining organic revenue growth in the competitive outdoor products market, and high social risks related to the sale of its ammunition products. The coronavirus outbreak and the government measures put in place to contain it continue to disrupt economies and credit markets across sectors and regions. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, there is uncertainty around Moody's forecasts. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The consumer durables industry is one of the sectors most meaningfully affected by the coronavirus because of exposure to discretionary spending. Moody's believes social risk will remain high for Vista due to its participation in the gun ammunition industry, although the risk has decreased after its exit from firearms manufacturing after divesting Savage Arms in July 2019. The high social risk results in a lower rating and a need for stronger credit metrics than comparably rated companies than it would in the absence of the social risk. Governance factors include a favorable financial policy including a net debt-to-EBITDA target that was reduced in February 2021 to 1.0x-2.0x (based on the company's calculation). Vista also does not pay a dividend, but share repurchases and potential debt-funded acquisitions create some event risk. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if liquidity deteriorates, operating performance declines materially after the ammunition demand tailwind ends, management adopts a more aggressive financial policy, or if adverse gun regulations leads to lower operating profits. A downgrade could also occur if Debt/EBITDA sustained above 3.0x for a prolonged period. Ratings could be upgraded if Vista diversifies its product base towards less cyclical businesses, improves sales and operating profit margins in the outdoor products segment, and achieves stronger sustained profitability from the ammunition business. Vista would also need to sustain on average debt to EBITDA below 1.5x after taking into consideration demand volatility from its ammunition business. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Vista Outdoor Inc., based in Anoka, Minnesota, is a manufacturer and marketer of ammunition and outdoor sports and recreation products. The publicly-traded company produces a broad product line for the biking, winter sports, hunting, shooting sports, wildlife watching, archery, and golf markets. Major brands include Bushnell, BLACKHAWK!, CamelBak, Federal, and Camp Chef. Sales were approximately $2.2 billion for the fiscal year ending March 31, 2021. WEST C BUILDERS: May Use Cadence Bank Cash Thru Oct 2021 -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, Santa Rosa Division, has authorized West C Builders, Inc. to use cash collateral in accordance with the budget through October 2021. The Debtor is directed to make ongoing monthly adequate protection payments to Cadence Bank in the amount of $3,911.22 by the 15th day of each month. Cadence Bank will be granted a replacement lien on post-petition collateral to the same validity, priority and extent of the liens asserted by the secured creditors. A final hearing on the matter is scheduled for October 4 at 11 a.m. A copy of the order is available at https://bit.ly/36CBfCM from PacerMonitor.com. About West C Builders, Inc. West C Builders, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 21-10263) on May 26, 2021. In the petition signed by Anton D. Council, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Roger L. Efremsky oversees the case. Gina R. Klump, Esq. at Law Office of Gina R. Klump is the Debtor's counsel. WESTPORT HOLDINGS: Trustee Taps Mercer Law as Special Counsel ------------------------------------------------------------- Jeffrey Warren, the liquidating trustee appointed in the Chapter 11 cases of Westport Holdings Tampa, Limited Partnership, and Westport Holdings Tampa II, Limited Partnership, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Mercer Law, LLC as special counsel. The firm's services include: (a) advising the liquidating trustee with respect to the claims asserted against Valley National Bank in Adversary Proceeding 8:20-ap-00007-MGW; (b) preparing necessary legal papers in the adversary case; (c) appearing before the bankruptcy court to represent the interests of the liquidating trustee in the adversary case or any appeals therefrom; and (d) performing other tasks on behalf of the liquidating trustee. The hourly rates of Mercer Law's attorneys and staff are as follows: Robert Mercer $400 per hour Legal Assistants and Law Clerks $225 per hour The trustee also agreed to compensate the firm based upon a contingency fee equal to the sum of the following: (i) 12 percent of any net recovery in the adversary case and (ii) 35 percent of any net recovery in excess of $3 million. Robert Mercer, Esq., the sole member of Mercer Law, 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: Robert Mercer, Esq. Mercer Law, LLC Promenade, Suite 1900 1230 Peachtree Street N.E. Atlanta, GA 30309 Telephone: (404) 942-2299 Email: r.mercer@mercerlawllc.com About Westport Holdings Tampa Westport Holdings Tampa, doing business as University Village, is a care retirement community in Tampa, Fla. It offers residents villas, apartments, an assisted living facility and a skilled nursing care center for their end-of-life needs. Westport Holdings Tampa, Limited Partnership and Westport Holdings Tampa II, Limited Partnership filed Chapter 11 petitions (Bankr. M.D. Fla. Lead Case No. 16-08167) on Sept. 22, 2016. Judge Michael G. Williamson oversees the cases. Stichter Riedel Blain & Postler, P.A., serve as the Debtors' bankruptcy counsel while Broad and Cassel is the special counsel for healthcare and related litigation matters. The U.S. Trustee for Region 21 appointed an official committee of resident creditors on Dec. 29, 2016. The resident committee is represented by Jennis Law Firm. On May 10, 2018, the court confirmed the Debtors' joint Chapter 11 plan of liquidation. Jeffrey W. Warren is the liquidating trustee appointed in the Debtors' cases. Bush Ross, PA and Mercer Law, LLC serve as the liquidating trustee's bankruptcy counsel and special counsel, respectively. WHITE RIVER: Sept. 9 Amended Disclosures Hearing Set ---------------------------------------------------- On July 14, 2021, debtor White River Contracting LLC creditor Rocky Mountain Bank filed with the U.S. Bankruptcy Court for the District of Montana a Joint Motion to Extend Time to File Amended Disclosure Statement and Amended Chapter 11 Plan. The Joint Motion requests additional time for Debtor and Bank to finalize the terms of a sale of assets through Debtor's Plan and file an Amended Disclosure Statement. On July 15, 2021, Judge Benjamin P. Hursh granted the joint motion and ordered that: * The Debtor will have until July 21, 2021, to file an amended disclosure statement and further amended Chapter 11 Plan. * Aug. 12, 2021, is fixed as the last day to file any objections to the amended disclosure statement. * Sept. 9, 2021, at 9:00 a.m. in the Bankruptcy Courtroom, Russell Smith Courthouse, 201 East Broadway, Missoula, Montana is the hearing on approval of the amended disclosure statement. A copy of the order dated July 15, 2021, is available at https://bit.ly/3xU009x from PacerMonitor.com at no charge. The Debtor is represented by: Matt Shimanek, Esq. SHIMANEK LAW PLLC 317 East Spruce St. Missoula, MT 59802 Tel: (406) 544-8049 E-mail: matt@shimaneklaw.com 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. WOW V LLC: Seeks to Use TD Bank's Cash Collateral ------------------------------------------------- Wow V LLC asked the Bankruptcy Court to enter a consent order authorizing its use of cash collateral based on a proposed budget, pending a final hearing or entry of a final order on the request. The budget filed in Court provided for $81,404 in total expenses for the period from July 1 to 31, 2021. A copy of the budget is available for free at https://bit.ly/3ejRn0c from PacerMonitor.com. TD Bank has interest in the cash collateral on account of a Security Agreement the Debtor delivered to the Bank on November 9, 2016. The Debtor granted TD Bank a first priority security interest in all of the Debtor's present and future right, title and interest in all of its personal property. The Debtor acknowledges that TD has a properly perfected lien on the assets by filing a UCC Financing Statement. The Debtor said TD Bank has consented to its proposed use of the cash collateral to meet the ordinary cash needs of its business operations. The Debtor is not aware of any other party who has a properly perfected lien on its assets. A copy of the application is available for free at https://bit.ly/3xKJIQ7 from PacerMonitor.com. Counsel for the Debtor: Andrew J. Kelly, Esq. Travis R. Graga, Esq. The Kelly Firm, P.C. 1011 Highway 71, Suite 200 Spring Lake, NJ 07762 Telephone: 732-449-0525 Facsimile: 732-449-0592 Email: akelly@kbtlaw.com tgraga@kbtlaw.com About Wow V, LLC Wow V, LLC -- http://www.jerseystrong.com/-- operates a fitness gym located at 1800 Route 34, Building 4, Suite 402, in Wall, New Jersey. The company filed a Chapter 11 petition (Bankr. D. N.J. Case No. 21-14606) on June 2, 2021. On the Petition Date, the Debtor disclosed up to $50,000 in assets and between $100,000 and $500,000 in liabilities. The petition was signed by Stephen S. Roma, chief executive officer. The Kelly Firm, P.C. serves as the Debtor's counsel. Judge Kathryn C. Ferguson is assigned to the case. YOUNGEVITY INTERNATIONAL: Declares Monthly Dividend for 3rd Quarter ------------------------------------------------------------------- Youngevity International, Inc. has declared its regular monthly dividend of $0.203125 per share of its 9.75% Series D Cumulative Redeemable Perpetual Preferred Stock (OTCM:YGYIP) for each of July, August and September 2021. The dividend will be payable on Aug. 16, 2021, Sept. 15, 2021, and Oct. 15, 2021 to holders of record as of July 31, 2021, Aug. 31, 2021, and Sept. 30, 2021. The dividend will be paid in cash. About Youngevity Chula Vista, California-based Youngevity International, Inc. -- https://ygyi.com -- is a multi-channel lifestyle company offering a hybrid of the direct selling business model that also offers e-commerce and the power of social selling. Assembling a virtual main street of products and services under one corporate entity, the Company offers products from the six top selling retail categories: health/nutrition, home/family, food/beverage (including coffee), spa/beauty, apparel/jewelry, as well as innovative services. Youngevity reported a net loss attributable to common stockholders of $52.67 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $23.50 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $89.69 million in total assets, $59.52 million in total liabilities, and $30.17 million in total stockholders' equity. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 24, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. ZOHAR FUNDS: Gets Court Nod to Send Financial Info to Noteholders ----------------------------------------------------------------- Law360 reports that a Delaware bankruptcy judge gave the Zohar Funds approval Monday, July 19, 2021, to share financial information with independent noteholders on the companies being put up for sale in Zohar's Chapter 11 case. At a brief virtual hearing, U.S. Bankruptcy Judge Karen Owens approved a package of disclosures and an accompanying nondisclosure agreement to meet what Zohar counsel said were requests by the holders of notes in one of the Zohar funds for more information on the financial health of the companies being put on the block in Zohar's bankruptcy. Zohar was sent into a complex $1.7 billion Chapter 11 in 2018. About the Zohar Funds New York-based Patriarch Partners, LLC, is a private equity firm specializing in acquisition, buyouts, and turnaround investment in distressed American companies and brands. Patriarch Partners was founded by Lynn Tilton in 2000. Lynn Tilton and her affiliates held substantial equity stakes in portfolio companies, which include iconic American manufacturing companies with tens of thousands of employees. The Zohar funds were created to raise money through selling a form of notes called collateralized loan obligations to investors that was then used to extend loans to dozens of distressed mid-size companies, often in connection with the acquisition of those companies out of bankruptcy. Patriarch bought "distressed" companies via funding from a series of collateralized loan obligations (CLOs) marketed through Patriarch via its $2.5 billion "Zohar" funds. Tilton placed the funds into bankruptcy in 2018 in an attempt to keep Patriarch's portfolio from being liquidated by Zohar creditors including bond insurer MBIA, which insured $1 billion worth of Zohar notes. Combined debt of the funds is estimated at $1.7 billion. Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited, Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp. (collectively, the "Zohar Funds"), sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors were estimated to have $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. [*] Del. Bankruptcy Court's Decision Will Make Ch.11 Less Expensive ------------------------------------------------------------------- Maura P. McIntyre of Squire Patton Boggs (US) LLP wrote on the National Law Reviews an article titled "Delaware Bankruptcy Court Decision Supports Pathway to Make Chapter 11 Cases Less Expensive": Section 1930(a)(6) of Title 28 requires the payment of quarterly fees to the United States Trustee (the "UST") for each quarter that a bankruptcy case is open. The amount of fees is calculated based on the amount of disbursements made by the debtor during each quarter. But, are these fees payable when a trust, established by a confirmed plan, makes distributions rather than a debtor? This question was answered recently by Delaware Chief Bankruptcy Judge Sontchi who entered a letter ruling denying the UST's motion to compel payment of additional fees under section 1930 for distributions made by a litigation trustee. Judge Sontchi's ruling is likely to have an immediate impact upon plans of liquidation and post-confirmation trust documents. The Facts On February 14, 2016, Paragon Offshore plc ("Paragon") and its affiliated debtors (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. On June 7, 2017, the Court confirmed the Debtors’ fifth joint chapter 11 plan (the "Plan"). The Plan became effective on July 18, 2017 (the "Effective Date”). The Plan established, among other things, the Paragon Litigation Trust (the "Trust") to pursue claims against Noble Corporation plc ("Noble") and others "for the benefit of holders of the Litigation Trust Interests." After the transfer of the claims to the Trust, the Debtors and their estates agreed that they "will have no further interest in or with respect to the Trust Assets or the Litigation Trust." The Litigation Trust Agreement. which sets forth the Trust's rights, powers, and obligations, also became effective on the Effective Date. For the quarters between July and September 2017 when the Plan became effective and the Debtors effectively transferred the Noble claims to the Trust, the Debtors' distributions exceeded $623 million. During those quarters, the Debtors paid the UST the maximum UST fee payable at the time. In December of 2017, the Trust commenced actions against several Noble entities. After months of negotiations, during which Noble filed its own Chapter 11 case, the Trust settled its claims for $90,375,000 and filed a motion with the Court seeking approval of the settlement. The Court approved the settlement with the Noble parties and on March 19, 2021, the Trust received the payments required under the settlement (the "Settlement Proceeds"). The Trust then sought to make distributions to the holders of the Litigation Trust Interests in accordance with the Plan. On May 12, 2021, the UST filed a motion seeking to "compel Paragon and the Paragon litigation trust, as applicable, to pay all Quarterly Fees in full when due" in connection with the Settlement Proceeds. Given the dollar amount of the Settlement Proceeds, the motion sought to compel payment of $250,000 in statutory fees to the UST. The parties briefed the issue, and the Court held a hearing on the motion on June 10, 2021. The UST argued that, while this is technically not a disbursement made by the Debtors, the Trust does not exist in a vacuum without the Debtors and that the Trust was created by and exists to facilitate the Plan. Therefore, the UST reasoned, payments from the Trust are sufficiently tied to Debtors to entitle the UST to the applicable UST Fees. On the other hand, the Trust and the Debtors argued that the distribution of the Settlement Proceeds does not constitute a payment by or on behalf of any of the Debtors because the Trust is a separate entity. The Court's Holding Denying Further UST Fees Judge Sontchi reviewed applicable case law on the definition of "disbursements" in the context of section 1930(a)(6) fees and found that the term is associated with "payments by or on behalf of the debtor" and is often understood to be "generated from the liquidation of the debtor's assets." The Court further explained that "the common thread that appears to bind many of those decisions together is the fact that the debtor had some interest in, or control over, the money disbursed." (citing In re Hale, 436 B.R. 125, 130 (Bankr. E.D. Cal. 2010)). With this in mind, Judge Sontchi ultimately denied the UST's request for payment of additional statutory fees in connection with the Settlement Proceeds. The Court explained that the UST received the fees to which it was entitled under section 1930(a)(6) in July and September 2017 when the Debtors transferred assets to the Trust. The distribution of the Settlement Proceeds to Litigation Trust Beneficiaries, by contrast, are distributions by the Trust "for the benefit of holders of the Litigation Trust Interests," not by or on behalf of the Debtors. Indeed, the Debtors disavowed any interest in the Trust Proceeds, as Trust Assets, and had no control over the Settlement Proceeds. Takeaways In denying the motion, the Court both praised the office of the UST for performing admirably its role as watchdog over the integrity of the bankruptcy process and simultaneously expressed profound disappointment in the UST’s attempt to "double, or triple, collect its tax" through "absurd[]" reasoning. If Judge Sontchi's holding prevails, chapter 11 debtors who convey assets and claims to litigations trust will not need to close a bankruptcy case as soon as possible to limit the amount of UST Fees paid. To that end, Judge Sontchi's analysis provides a good framework for drafting plans and litigation trust documents in order to disassociate the chapter 11 debtors from the succeeding trust. USTs on the other hand will be forced to argue claim valuation at the plan confirmation stage to ensure that the UST can recover the greatest possible UST Fees allowable on account of assets conveyed to a litigation trust. ********* 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 ***