/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210726.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, July 26, 2021, Vol. 25, No. 206 Headlines 1 BIG RED: Has Until Oct. 12 to File Plan & Disclosures 14 N. CASS: Seeks to Hire Timothy E. Hoerman as Special Counsel 1600 HICKS ROAD: Seeks to Hire Fonfrias Law Group as Legal Counsel 18 BRENNAN BROKE: Gets Court Approval to Hire Bankruptcy Counsel 7 GENERAL CONTRACTING: Taps Jerome Speegle as Special Counsel AARNA HOTELS: May Use Cash Collateral Thru August 10 ALLIANT HOLDINGS: S&P Affirms 'B' ICR on M&G Assessments AMMA421 LLC: Voluntary Chapter 11 Case Summary AMSTERDAM HOUSE: August 25 Plan Confirmation Hearing Set AQUA ADVENTURE: Case Summary & 10 Unsecured Creditors ASHWOOD DEVELOPMENT: Wins Cash Collateral Access Thru July 31 ATI PHYSICAL: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable AVIANCA HOLDINGS: BNP Paribas' Claims Applied to Cash Collateral BEAR COMMUNICATIONS: Wins Cash Collateral Access Thru Aug. 16 BERRY TWINS: Gets OK to Tap Eddie Washington as Real Estate Agent BERRY TWINS: Seeks Approval to Hire Mary King as Real Estate Agent BOSTON DONUTS: Wins Cash Collateral Access BREAKAWAY ACQUISITION: Moody's Assigns First Time B2 CFR CARROLL COUNTY ENERGY: Moody's Affirms Ba3 Rating on Secured Debt CECCHI GORI: Unsecured Creditors Will Get 10% of Claims in Plan CERTA DOSE: Wins Interim Access to Cash Collateral CHOBANI LLC: Moody's Puts B3 CFR Under Review for Upgrade CITY WIDE COMMUNITY: Affiliate Wins Cash Collateral Access CORPORATE COLOCATION: Wins Cash Collateral Access Thru Sept. 18 COSMOLEDO LLC: Panel Taps Thompson Coburn Hahn & Hessen as Counsel CRAFT LOGISTICS: Seeks Cash Collateral Access CRAFT LOGISTICS: Seeks to Hire The Lane Law Firm as Legal Counsel CROWLEY'S SERVICES: Seeks to Hire Norred Law as Bankruptcy Counsel DIAMONDHEAD CASINO: Incurs $319K Net Loss in Q2 2020 DIAMONDHEAD CASINO: Posts $328,627 Net Loss in Q3 2020 DJM HOLDINGS: Creditor CIM Trust Says Plan Unconfirmable DJM HOLDINGS: United States Trustee Says Disclosures Inadequate EAST WEST AVL: Seeks Access to Pantheon Cash Collateral EQT CORP: S&P Upgrades ICR to 'BB+' on Close of Acquisition EVERYTHING BLOCKCHAIN: Hires Elkana Amitai as New Auditor FICO FINANCIAL: Case Summary & 18 Unsecured Creditors FIRST RIVER: Oil Unsecureds to Recover 3% Under Plan FOREVER 21: Updates Administrative/Priority Claims Pay Details FOX SUBACUTE: Wins Cash Collateral Access Thru October 15 FRANCESCA'S HOLDINGS: Liquidating Plan Confirmed by Judge FURNITURE FACTORY: Unsec. Creditors to Recover .02% to 3% in Plan GAINCO INC: Seeks to Amend Fourth Cash Collateral Order GATEWAY VENTURES: Unsecureds Other Than Westar Will be Paid in Full GLATFELTER CORP: Moody's Puts Ba2 CFR Under Review for Downgrade GVS TEXAS: Seeks to Tap Houlihan Lokey Capital as Financial Advisor HAMILTON PROJECTS: Moody's Affirms B1 on Secured Credit Facilities HOOD LANDSCAPING: Unsecured Creditors to Split $150K over 6 Years IMERYS TALC: Fineman, et al. Represent AWKO PI Claimants IONIX TECHNOLOGY: TAAD LLP Replaces Prager Metis as Auditor ISLA DEL CARIBE: Seeks to Hire Jose A. Diaz Crespo as Accountant ISLA DEL CARIBE: Seeks to Tap C. Conde & Assoc. as Legal Counsel IVEDIX INC: Case Summary & 20 Largest Unsecured Creditors JACKSON DURHAM: Wins Final Cash Collateral Access JANE STREET: S&P Affirms 'BB-' ICR, Outlook Remains Stable KINGS SUPERMARKET: Wins Cash Collateral Access KORNBLUTH TEXAS: Seeks to Hire Margaret M. McClure as Legal Counsel KORTE/SCHWARTZ: Case Summary & 5 Unsecured Creditors KTR GLOBAL: KTR Franchise Says Plan Not Filed in Good Faith L&L WINGS: Taps A&G Realty Partners as Real Estate Consultant LATAM AIRLINES: White & Case 5th Update on LATAM Bondholders LEA POWER: Fitch Affirms BB+ Rating on $187.5MM Secured Notes MAGENTA BUYER: Fitch Affirms 'B' LT IDR, Outlook Remains Stable MAGENTA BUYER: Moody's Affirms B3 CFR & Alters Outlook to Stable MAGENTA BUYER: S&P Affirms 'B' ICR, Outlook Negative MAJESTIC HILLS: Seeks Approval of Insurance Settlement; Amends Plan MALLINCKRODT PLC: Willkie, Morris 3rd Update on Attestor Claimants MARY BRICKELL: Aloft Filing Shows Problem of CMBS Servicers MARY BRICKELL: Seeks Cash Collateral Access MEDIAOCEAN LLC: S&P Affirms 'B' Rating on Senior Secured Debt MEDIQUIP INC: August 24 Disclosure Statement Hearing Set MEDIQUIP INC: Unsecureds to Get 59.23% Absent Hill's Contribution MIGO IQ: Case Summary & 20 Largest Unsecured Creditors MOBITV INC: Fine-Tunes Plan; Confirmation Hearing Sept. 8 MORRIS MAILING: May Use Cash Collateral Thru November 30 MSLHD-KIRK: Collected Rent to Pay Off Claims in Plan MTE HOLDINGS: Court Approves Disclosure Statement MYSTIC WINE & SPIRITS: Wins Cash Collateral Access NASHEF LLC: May Continue Using Cash Collateral NEW YORK CLASSIC: Wins Cash Collateral Access Thru Sept. 29 NORTEL NETWORKS: Unsecureds to Recover 33.7% in Wind-Down Plan NOVELIS INC: S&P Ups ICR to 'BB' on Deleveraging, Outlook Stable OFFICEMART INC: Seeks Cash Collateral Access PARUSA INVESTMENT: Case Summary & 10 Unsecured Creditors PASHA GROUP: Moody's Withdraws Caa1 CFR Following Debt Redemption PELCO STRUCTURAL: Seeks to Hire Phillips Murrah as Legal Counsel PELCO STRUCTURAL: Wins Interim Cash Collateral Access POSITECH INTERNATIONAL: Taps Sheehan & Associates as Legal Counsel POWDR CORP: Moody's Affirms B2 CFR & Alters Outlook to Stable PREFERRED EQUIPMENT: Sept. 8 Plan Confirmation Hearing Set PRIME LOGISTICS: Seeks to Hire Robert Bassel as Bankruptcy Counsel PUBLIUS VALERIUS: Seeks to Hire Margaret McClure as Legal Counsel PUERTO RICO: Paul Weiss, et al. 13th Update on General Bondholders PUERTO RICO: Quinn, Reichard 12th Update on LCDC Debtholders PURDUE PHARMA: U.S. Concerned With Involuntary Releases RAMJAY INC: May Use Newtek's Cash Collateral Thru Aug. 10 RELMADA THERAPEUTICS: Acquires Right to Psilocybin Program RESOURCES LIMITED: Taps Steptoe & Johnson as Special Counsel RIVOLI & RIVOLI: Seeks Extension of Cash Access Thru November 30 ROCHELLE HOLDINGS: Seeks to Hire Kosto & Rotella as Legal Counsel ROYAL BLUE REALTY: Wins Access to Deutsche Bank's Cash Collateral S-TEK 1 LLC: Seeks to Hire Arrowfish LLC as Expert Witness SEADRILL LIMITED: Affiliates Tap AMA Capital as Financial Advisor SITO MOBILE: Sept. 14 Plan & Disclosure Hearing Set SONOMA PHARMACEUTICALS: Dismisses Marcum LLP as Auditor SOVOS COMPLIANCE: Moody's Assigns First Time B3 Corp Family Rating SUNLIGHT RIVER: Lender Seeks to Prohibit Cash Collateral Use SWEETWATER BORROWER: Moody's Assigns First Time B2 CFR SWEETWATER BORROWER: S&P Assigns 'B' ICR, Outlook Stable SYMPLR SOFTWARE: S&P Alters Outlook to Negative, Affirms 'B-' ICR TECHNICAL COMMUNICATIONS: Sells 4,000 Restricted Shares to Director TERWILLIGER PLAZA: Fitch Assigns BB+ IDR & Alters Outlook to Stable TK SKOKIE: Claims Will be Paid in Full From Continued Operations TRIDENT BRANDS: Incurs $716,323 Net Loss in Second Quarter TRINSEO SA: Aristech Transaction No Impact on Moody's Ba3 CFR TYNDALL PARKWAY: Seeks Approval to Hire Berkadia as Broker UNIQUE TOOL: Trustee Taps Wernette Heilman as Special Counsel W.F. GRACE CONSTRUCTION: Wins Cash Collateral Access Thru Oct 31 WAGYU 100: Unsecureds Will be Paid in Full in 12 Monthly Payments WEST COAST AGRICULTURAL: Wins Cash Collateral Access Thru Aug 15 [^] BOND PRICING: For the Week from July 19 to 23, 2021 ********* 1 BIG RED: Has Until Oct. 12 to File Plan & Disclosures ------------------------------------------------------- Judge Robert D. Berger has entered an order within which the motion of Debtor 1 Big Red, LLC, to file Disclosure Statement and Chapter 11 Plan is granted and the due date is extended to October 12, 2021. A copy of the order dated July 20, 2021, is available at https://bit.ly/3zthZUI from PacerMonitor.com at no charge. Attorneys for Debtor: Colin N. Gotham, Esq. Thomas M. Mullinix, Esq. Evans & Mullinix, PA 7225 Renner Road, Suite 200 Shawnee, KS 66217 Telephone: (913) 962-8700 Facsimile: (913) 962-8701 Email: cgotham@emlawkc.com tmullinix@emlawkc.com About 1 Big Red, LLC 1 Big Red, LLC, principally located at 440 E. 63rd St., Kansas City, MO 64110, is engaged activities related to real estate. 1 Big Red, LLC sought Chapter 11 protection (Bankr. D. Kan. Case No. 21-20044) on Jan. 15, 2021. The case is assigned to Judge Robert D. Berger. In the petition signed by CEO Sean Tarpenning, the Debtor listed total assets at $2.5 million and $3,094,099 in liabilities. The Debtor tapped Colin Gotham, Esq., at Evans & Mullinix, P.A., as counsel. 14 N. CASS: Seeks to Hire Timothy E. Hoerman as Special Counsel --------------------------------------------------------------- 14 N. Cass LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Timothy Hoerman, Esq., the principal at Timothy E. Hoerman, Ltd., as its special counsel. The Debtor needs the assistance of a special counsel to pursue enforcement of the lease on its property, including filing a forcible entry and detainer action if necessary, against tenant, Carciofino Corporation, due to failure to timely pay the rent in June 2021. Mr. Hoerman will be paid at his hourly rate of $300. The attorney 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 attorney can be reached at: Timothy E. Hoerman, Esq. Timothy E. Hoerman, Ltd. 323 N. Washington Street Westmont, IL 60559 Telephone: (630) 442-1923 Facsimile: (630) 570-0222 Email: realresults@timhoerman.lawyer About 14 N. Cass 14 N. Cass LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-06624) on May 21, 2021, listing under $1 million in both assets and liabilities. Judge A. Benjamin Goldgar oversees the case. The Debtor tapped David P. Lloyd, Esq., as legal counsel and Timothy E. Hoerman, Esq. as special counsel. 1600 HICKS ROAD: Seeks to Hire Fonfrias Law Group as Legal Counsel ------------------------------------------------------------------ 1600 Hicks Road, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Fonfrias Law Group to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor regarding its powers and duties in the continued operation of its business affairs and management of its dealing with customers and creditors; (b) negotiating, formulating and drafting a plan of reorganization and disclosure statement and representing the Debtor in the plan confirmation process; (c) examining claims asserted against the Debtor; (d) taking action as may be necessary with reference to claims that may be asserted against the Debtor and preparing legal papers; (e) representing the Debtor in all adversary proceedings and contested matters; (f) representing the Debtor in its dealings with the Office for the U.S. Trustee and with creditors of the estate; and (g) representing the Debtor in litigation in the state and federal courts. The Debtor and the firm have agreed an advance payment retainer in the amount of $43,262, plus the $1,738.00 Chapter 11 filing fee. In addition, the Debtor has agreed to be billed at the hourly rate of $500 for attorney time. Richard Fonfrias, Esq., the principal attorney at Fonfrias Law Group, 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: Richard G. Fonfrias, Esq. Fonfrias Law Group, LLC First National Plaza 125 S. Wacker Dr., #300 Chicago, IL 60606 Telephone: (312) 969-0730 Facsimile: (312) 624-7954 Email: richprivatemail@protonmail.com About 1600 Hicks Road Rolling Meadows, Ill.-based 1600 Hicks Road, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-07478) on June 15, 2021. Anam Qadri, partner, signed the petition. At the time of the filing, the Debtor disclosed total assets of $620,000 and total liabilities of $1,539,998. Judge David D. Cleary oversees the case. Fonfrias Law Group, LLC, led by Richard G. Fonfrias, Esq., serves as the Debtor's legal counsel. 18 BRENNAN BROKE: Gets Court Approval to Hire Bankruptcy Counsel ---------------------------------------------------------------- 18 Brennan Broke Me, LLC received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP to serve as legal counsel in its Chapter 11 case. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its properties; (b) negotiate, prepare, and pursue confirmation of a Chapter 11 plan and approval of a disclosure statement, and all related reorganization documents; (c) prepare legal papers; (d) represent the Debtor in all adversary proceedings related to the base case; (e) represent the Debtor in all litigation relating to causes of action owned by the estate or defending causes of action brought against the estate; (f) appear in bankruptcy court to protect the interests of the Debtor; and (g) perform all other necessary legal services. The hourly rates of the firm's counsel are as follows: Samantha K. Brumbaugh $400 per hour Dirk W. Siegmund $400 per hour Charles M. Ivey, III $500 per hour Darren A. McDonough $400 per hour John M. Blust $300 per hour Charles M. Ivey, IV $250 per hour Melissa M. Murrell $100 per hour Tabitha D. Coltrane $100 per hour Janice Childers $100 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a total retainer of $10,000 from the Debtor. Samantha Brumbaugh, Esq., a partner at Ivey, McClellan, Siegmund, Brumbaugh & McDonough, 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: Samantha K. Brumbaugh, Esq. Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP Post Office Box 3324 Greensboro, NC 27402 Telephone: (336) 274-4658 Email: skb@iveymcclellan.com About 18 Brennan Broke Me 18 Brennan Broke Me, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 21-10142) on July 19, 2021. Shawn T. Johnson, an authorized agent, signed the petition. Judge George R. Hodges oversees the case. Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP serves as the Debtor's counsel. 7 GENERAL CONTRACTING: Taps Jerome Speegle as Special Counsel ------------------------------------------------------------- 7 General Contracting, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Alabama to employ Jerome Speegle, Esq., an attorney practicing in Mobile, Ala., as special counsel. The Debtor needs the assistance of a special counsel to represent its pending matter before the Alabama Tax Tribunal on July 26, 2021. Mr. Speegle will be paid at his hourly rate of $375. He also requested a retainer of $7,000. Mr. Speegle disclosed in a court filing that he is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Jerome E. Speegle, Esq. Speegle, Hoffman, Holman & Holifield, LLC 5 Dauphin Street, Suite 301 Mobile, AL 36602 Telephone: (251) 694-1700 Facsimile: (251) 694-1998 About 7 General Contracting 7 General Contracting, Inc., owns a raw land located in Gulfport, Mississippi, having an appraised value of $2.2 million. 7 General Contracting, Inc., based in Loxley, Ala., filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 20-10172) on Jan. 17, 2020. In the petition signed by Charlie Heath Mason, president, the Debtor disclosed $2,442,634 in assets and $11,581,296 in liabilities. The Hon. Henry A. Callaway presides over the case. The Debtor tapped Robert M. Galloway, Esq., at Galloway Wettermark & Rutens, LLP, as bankruptcy counsel and Jerome E. Speegle, Esq., as special counsel. AARNA HOTELS: May Use Cash Collateral Thru August 10 ---------------------------------------------------- Judge J. Craig Whitley authorized Aarna Hotels, LLC to use cash collateral through 11:59 p.m. on August 10, 2021, the date of the continued hearing on the Debtor's cash collateral motion. The Debtor and its secured lender, M2 Charlotte Airport, LLC, have agreed that the Debtor may continue using cash collateral through and including the date of the continued hearing on the conditions set forth in the First Interim Order. A copy of the order is available for free at https://bit.ly/3rpVZaB from PacerMonitor.com. The August 10 hearing will be held at 9:30 a.m. in the United States Bankruptcy Court, Charles Jonas Federal Building, JCW Courtroom 2B, 401 West Trade Street, Charlotte, North Carolina. About Aarna Hotels Aarna Hotels, LLC is a limited liability company formed in 2017 under the laws of the State of North Carolina. It owns and operates an Aloft branded hotel located at 3928 Memorial Parkway in Charlotte, North Carolina. Aarna Hotels sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case No. 21-30249) on April 29, 2021. In the petition signed by Anuj N. Mittal, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Laura T. Beyer presided over the case before Judge J. Craig Whitley took over. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, is the Debtor's legal counsel. ALLIANT HOLDINGS: S&P Affirms 'B' ICR on M&G Assessments -------------------------------------------------------- S&P Global Ratings has affirmed its long- and short-term issuer credit ratings on 13 entities and their subsidiaries following a review of certain global management and governance (M&G) assessments. S&P said, "We have conducted a global consistency review of our M&G assessments on entities owned by financial sponsors. As a consequence of this review, we have changed the M&G assessments--to fair from satisfactory. At the same time, our ratings on all these entities were affirmed and the outlooks are unchanged." Ratings List RATINGS AFFIRMED ALLIANT HOLDINGS, L.P. ALLIANT HOLDINGS INTERMEDIATE, LLC. Issuer Credit Rating B/Stable/-- AMWINS GROUP, INC. Issuer Credit Rating B+/Stable/-- ASSUREDPARTNERS, INC. ASSUREDPARTNERS CAPITAL, INC. Issuer Credit Rating B/Stable/-- AUTOKINITON US HOLDINGS, INC. Issuer Credit Rating B/Positive/-- HUB INTERNATIONAL LTD. Issuer Credit Rating B/Stable/-- HOWDEN GROUP HOLDINGS LTD. HYPERION REFINANCE SARL HIG FINANCE 2 LTD. Issuer Credit Rating B/Stable/-- MULTIPLAN CORP. MPH ACQUISITION HOLDINGS LLC Issuer Credit Rating B+/Stable/-- NEWASURION CORP. LONESTAR INTERMEDIATE SUPER HOLDINGS, LLC ASURION LLC Issuer Credit Rating B+/Stable/-- NFP HOLDINGS, LLC NFP CORP. Issuer Credit Rating B/Negative/-- SEDGWICK L.P. SEDGWICK CLAIMS MANAGEMENT SERVICES INC. Issuer Credit Rating B/Stable/-- SIXSIGMA NETWORKS MEXICO, S.A. DE C.V.(KIO NETWORKS) Issuer Credit Rating B/Negative/-- SOLARWINDS HOLDINGS INC. Issuer Credit Rating B/Stable/-- USI, INC. Issuer Credit Rating B/Stable/-- S&P said, "The review focused on the specific governance features of the entities' private-equity ownership. We assess the vast majority of rated entities owned by private-equity sponsors as having fair M&G. We view financial sponsor-owned companies with aggressive or highly leveraged financial risk profiles as demonstrating corporate decision-making that prioritizes the interests of the controlling owners. These entities typically have finite holding periods and a focus on maximizing shareholder returns. Although one of these single features can also be found in other ownership structures, we believe that for private-equity-owned companies, the sum of all these features confer lower protection for the interests of other stakeholders. On this basis, we believe that fair is typically the best possible M&G assessment for entities owned by a private-equity sponsor. For this reason, we conducted a review of the few companies with a satisfactory M&G score, focusing specifically on the governance component, which led to us to revise certain assessments to fair. "We maintain a satisfactory M&G assessment on very few private-equity-owned entities. In these cases, typically at least a minority stake in the entity has been publicly listed and the companies are subject to stock exchanges' listing rules, including those on the protection of minority shareholders' interests. In addition, in all these cases, there are transparent and well-defined board rules, and the presence of independent non-executive directors helps counterbalance the controller's influence on board decisions." AMMA421 LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Amma421, LLC 888 Broadway New York, NY 10003 Business Description: Amma421, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 21, 2021 Court: United States Bankruptcy Court Southern District of New York Case No.: 21-11333 Debtor's Counsel: Tracy L. Klestadt, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street 17th Floor New York, NY 10036-7203 Tel: (212) 972-3000 Email: tklestadt@klestadt.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Paulette M. Cole, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QJC7MVI/Amma421_LLC__nysbke-21-11333__0001.0.pdf?mcid=tGE4TAMA AMSTERDAM HOUSE: August 25 Plan Confirmation Hearing Set -------------------------------------------------------- Amsterdam House Continuing Care Retirement Community, Inc. d/b/a The Amsterdam at Harborside filed with the U.S. Bankruptcy Court for the Eastern District of New York a motion for entry of an order approving the Disclosure Statement. On July 20, 2021, Judge Alan S. Trust granted the motion and ordered that: * Aug. 13, 2021, at 4:00 p.m. is fixed as the last day to submit ballots to be counted as a vote to accept or reject the Plan. * For purposes of determining whether the numerosity and claim amount requirements of sections 1126(c) and 1126(d) of the Bankruptcy Code have been satisfied, the Debtor will tabulate only those Ballots received by the Voting Deadline, in consultation with the Creditors' Committee and the 2014 Bond Trustee. * Neither the Debtor nor any other person shall be under any duty to provide notification of defects or irregularities with respect to deliveries of Ballots, nor shall the Debtor or any other person incur any liabilities for failure to provide such notification, in consultation with the Creditors' Committee and the 2014 Bond Trustee. * Aug. 25, 2021, at 9:30 a.m. is the Confirmation Hearing. * Aug. 13, 2021, at 4:00 p.m. is fixed as the last day to file objections to confirmation of the Plan or proposed modifications to the Plan. Proposed Counsel to the Debtor: Thomas R. Califano William E. Curtin Shafaq Hasan SIDLEY AUSTIN LLP 787 Seventh Avenue New York, New York 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 Email: tom.califano@sidley.com wcurtin@sidley.com shafaq.hasan@sidley.com Jackson T. Garvey SIDLEY AUSTIN LLP One South Dearborn Chicago, IL 60603 Tel: (312) 853-7000 Fax: (212) 853-7036 Email: jgarvey@sidley.com About Amsterdam House Continuing Care Amsterdam House Continuing Care Retirement Community, Inc. (doing business as The Amsterdam at Harborside) operates Nassau County's first and only continuing care retirement community licensed under Article 46 of the New York Public Health Law, which provides residents with independent living units, enriched housing and memory support services, comprehensive licensed skilled nursing care, and related health, social, and quality of life programs and services. Amsterdam House Continuing Care Retirement Community filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-71095) on June 14, 2021. James Davis, president and chief executive officer, signed the petition. At the time of the filing, the Debtor had between $100 million and $500 million in both assets and liabilities. Judge Louis A. Scarcella oversees the case. The Debtor tapped Sidley Austin, LLP as legal counsel and RBC Capital Markets, LLC as investment banker. Kurtzman Carson Consultants, LLC is the Debtor's claims and noticing agent and administrative advisor. AQUA ADVENTURE: Case Summary & 10 Unsecured Creditors ----------------------------------------------------- Debtor: Aqua Adventure, Inc. URB. Miramar PDA. 10.5 Fernandez Juncos Ave. San Juan, PR 00902 Chapter 11 Petition Date: July 23, 2021 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 21-02244 Debtor's Counsel: Charles A. Cuprill Hernandez, Esq. CHARLES A CUPRILL, PSC LAW OFFICES 356 Fortaleza Street Second Floor San Juan, PR 00901 Tel: 787-977-0515 Email: ccuprill@cuprill.com Total Assets: $1,679,795 Total Liabilities: $1,915,985 The petition was signed by Jose L. Morera Perez, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DGL7VZQ/AQUA_ADVENTURE_INC__prbke-21-02244__0001.0.pdf?mcid=tGE4TAMA ASHWOOD DEVELOPMENT: Wins Cash Collateral Access Thru July 31 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, has authorized Ashwood Development Company to use cash collateral on an interim basis for necessary business expenses incurred in the ordinary course of business in the categories and amounts listed in the budget through July 31, 2021. The Debtor is directed to pay $1,000 as adequate protection to the U.S. Small Business Administration on or before July 28, 2021. Prior to any expenditures or payments the Debtor must obtain the consent of the chapter 11 trustee, Brendon Singh, to any and all expenditures or payments. The U.S. Small Business Administration will continue to have the same liens, encumbrances and security interests in the cash collateral generated or created post filing, as existed prior to the filing date. The Debtor is also directed to file a statement as to the return of the funds to the Debtor that were paid postpetition to Rachel Strange ($13,500) and to two contractors ($6,000 and $7,500). A copy of the order and the Debtor's budget is available at https://bit.ly/3zr5KI7 from PacerMonitor.com. The Debtor projects $273,784 in total revenue and $230,449 in total expenses from July to September 2021. About Ashwood Development Company Ashwood Development Company sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-31853) on June 4, 2021, disclosing total assets of up to $500,000 and total liabilities of up to $1 million. Judge Christopher Lopez oversees the case. Reese Baker, Esq., at Baker & Associates, represents the Debtor as legal counsel. ATI PHYSICAL: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its ratings on Bolingbrook, Ill.-based physical therapy and rehabilitation service provider ATI Physical Therapy Inc., including its 'B' issuer credit rating and its 'B' issue-level rating on its first-lien term loan. The recovery rating remains '3'. The stable outlook on ATI Physical Therapy Inc. reflects its expectation that it will maintain debt leverage of less than 7x while funding the majority of its growth plans with its internally generated cash flow. S&P said, "The affirmation reflects our belief that ATI's refinancing risk is not elevated and it will be able to address its maturities in a timely manner. The company recently closed its special-purpose acquisition company (SPAC)-merger transaction, when enabled it to fully repay its second-lien term loan and a portion of the first-lien term loan. Although that transaction reduced ATI's weighted average maturity profile, we view it as credit positive because it materially improved the company's debt load, which led us to assign our 'B' issuer credit rating on July 6, 2021. We believe that ATI's recent debt reduction and recent operating performance will enable it to refinance its maturities in a timely manner. "The stable outlook on ATI Physical Therapy Inc. reflects our expectation that it will maintain debt leverage of less than 7x while funding the majority of its growth plans with its internally generated cash flow. We expect the company's patient visit volumes to continue to recover toward near pre-COVID-19 levels by the end of 2021. "We could consider lowering our rating on ATI over the next 12 months if its leverage rises above 7x on a sustained basis with limited prospects for improvement. This could occur if a combination of factors lead to weaker-than-expected earnings, such as a slower-than-expected ramp-up in its patient visit volumes or higher-than-expected acquisition and integration costs, perhaps due to an increase in pandemic risks. We could also lower our rating if ATI pursues aggressive debt-funded inorganic growth opportunities that lead to a similar increase in its leverage, or if the company does not refinance its first lien debt before it becomes a current maturity in May 2022. "We could raise our ratings on ATI if it reduces its S&P Global Ratings-adjusted debt leverage below 5x while improving its free cash flow to debt to more than 5% and we believe it is committed to maintaining its leverage at these levels regardless of potential inorganic growth opportunities. This could occur if the company successfully executes its growth strategy, its patient visit volumes recover to near pre-pandemic levels, and it establishes a track record of consistent free cash flow generation after growth capital spending. Before upgrading ATI, we would also need to see evidence that the improvement in its debt leverage is sustainable." AVIANCA HOLDINGS: BNP Paribas' Claims Applied to Cash Collateral ---------------------------------------------------------------- Judge Martin Glenn approved the stipulation entered into among the Aircraft Counterparties -- Avianca Holdings S.A., and its affiliated debtors; Wells Fargo Trust Company, National Association, as owner trustee under the Trust Agreement; and BNP Paribas, acting through its New York branch, as Facility Agent, Security Agent, and Lender -- to lift and modify the automatic stay in the Debtors' Chapter 11 Cases to the extent necessary to permit BNP Paribas to proceed against the Cash Collateral to satisfy the balance of the Secured Obligations remaining outstanding under the applicable Aircraft Equipment Agreements. On June 5, 2020, the Debtors and the Aircraft Counterparties entered into a stipulation and order for the rejection of the Aircraft Equipment Leases and the return and/or abandonment by the Debtors of the relevant Aircraft Equipment. The automatic stay was modified and the Aircraft Counterparties were authorized to take all actions necessary to implement the relief granted in the Initial Stipulation. BNP Paribas, in its capacity as security agent and mortgagee, marketed the Aircraft Equipment and exercised its rights and remedies upon default under the New York Mortgages granting a first priority security interest and lien over each of the four Aircraft Equipment, which resulted in a sale of the Aircraft Equipment that was consummated on or about April 14, 2021. BNP Paribas, in its capacity as facility agent, security agent, and lender under the 1172 Agreements, the 1196 Agreements, the 1199 Agreements, and the 1231 Agreements (the Agreements) relating to each of the Aircraft Equipment, filed 20 proofs of claim for secured claims against the applicable Debtors arising from the Agreements. The claims are secured by a Spanish law-governed deed of pledge over credit rights arising from bank account, dated as of October 21, 2019, between Aerovias del Continente and BNP Paribas (the Cash Collateral Pledge) granting a first priority lien over the cash balance in the approximate amount of EUR 11,300,000 in a bank account with BNP Paribas, Sucursal en Espana, on account of the obligations arising from the Agreements. The Parties agreed that the automatic stay in the Chapter 11 Cases should be lifted and modified to the extent necessary to permit BNP Paribas to proceed against the Cash Collateral to satisfy the balance of the Secured Obligations remaining outstanding under the Agreements. Judge Glenn ruled that: a. As of the Petition Date, the Debtors were indebted and liable to the Aircraft Counterparties without defense, counterclaim or offset of any kind, for all of the Loans made by the Aircraft Counterparties in the aggregate principal amount of at least US$34,780,770 under the Agreements, plus accrued and unpaid interest, indemnification obligations, obligations arising under the Agreements, and fees and expenses, including the reasonable fees and expenses of the attorneys, consultants, accountants, experts and financial advisors; b. All right, title, and interest over the Aircraft Equipment have been conveyed pursuant to the Aircraft Equipment Sale free and clear of any mortgage, lien or encumbrances in favor of or arising through the Debtors; c. When the Secured Obligations have been satisfied and discharged in full in accordance with the Stipulation, the Agreements (including the Cash Collateral Pledge) shall be deemed cancelled and terminated; d. The Trust Agreement shall be deemed cancelled and terminated and the Trust shall be deemed dissolved and wound down in accordance with the terms of the Trust Agreement; and e. BNP Paribas is deemed to have withdrawn the Proofs of Claim, subject to the satisfaction and discharge of the Secured Obligations. A copy of the stipulated order is available for free at https://bit.ly/3BwUs6W from Kurtzman Carson Consultants, claims and noticing agent. About Avianca Avianca -- https://aviancaholdings.com/ -- is the commercial brand for the collection of passenger airlines and cargo airlines under the umbrella company Avianca Holdings S.A. Bogota, Colombia-based Avianca has been flying uninterrupted for 100 years. With a fleet of 158 aircraft, Avianca serves 76 destinations in 27 countries within the Americas and Europe. Avianca Holdings S.A. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-11133) on May 10, 2020. At the time of the filing, Debtors disclosed $7,273,900,000 in assets and $7,268,700,000 in liabilities. Judge Martin Glenn oversees the cases. The Debtors tapped Milbank LLP as general bankruptcy counsel; Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon Abogados S.A.S. as restructuring counsel; Smith Gambrell and Russell, LLP as aviation counsel; Seabury Securities LLC as financial restructuring advisor and investment banker; FTI Consulting, Inc. as financial restructuring advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee for Region 2 appointed a committee of unsecured creditors in Debtors' bankruptcy cases on May 22, 2020. The committee is represented by Willkie Farr & Gallagher, LLP. BEAR COMMUNICATIONS: Wins Cash Collateral Access Thru Aug. 16 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas has authorized Bear Communications, LLC to use cash collateral on an interim basis through August 16, 2021, in accordance with the budget. The Debtor's business activity has declined over the last two years and its operations were further hindered by its inability to collect approximately $12 million it claims due for work it did for Verizon in Birmingham, Alabama and Madison, Wisconsin. In exchange for the Debtor's use of cash collateral, Central Bank of the Midwest and the U.S. Small Business Administration are receiving Adequate Protection Liens in the same priority and in the same assets as existed prior to the bankruptcy filing date to adequately protect the lenders against the diminution of the value of their Collateral. The lenders will also receive additional replacement security interest and lien in the same priority existing on the Petition Date, to the extent each party holds a prepetition valid, enforceable, and perfected security interest in the Debtor's prepetition cash collateral. Both the Bank and the SBA will be treated as oversecured creditors based solely on the total value of the Debtor's prepetition assets. The Unsecured Creditors' Committee or other party-in-interest, as applicable, will have 45 days from the date of the entry of the Interim Order to investigate and, if necessary, challenge the priority, validity, amount, or secured status of any prepetition security and liens granted to the Bank or the SBA by the Debtor. To the extent the Bank or the SBA has a claim against the Debtor arising from the diminution in value of the Bank's and/or SBA's Cash Collateral, the Bank and the SBA reserve their rights to assert superpriority claims pursuant to 11 U.S.C. sections 503(b) and 507(b). There will be "Carve‐Outs" of the Debtor's assets and the collateral of the Bank and the SBA to pay for allowed administrative expenses of the Debtor's Professionals and allowed fees and expenses of the UCC's Professionals. The Professionals are attorneys (including but not limited to Dentons US LLP and Dentons Bingham Greenebaum LLP), accountants, financial advisors or other professionals retained by order of the Court in the chapter 11 case under sections 327, 328, 330, 331 and/or 1103 of the Bankruptcy Code. The Debtor's Carve‐Out will have the value of $125,000 and will solely be available for payment of the Debtor's Professionals' allowed fees and expenses, and the UCC Carve‐Out will be $125,000 and will solely be available for payment of the UCC's Professionals' allowed fees and expenses. For the avoidance of doubt, the Carve‐Outs will not constitute property of the Debtor's bankruptcy estate and will be senior in priority to (a) the pre‐Commencement Date liens on the Debtor's assets, (b) the Adequate Protection Liens, (c) any administrative, priority, superpriority, general unsecured or other claims, and (d) all other liens, claims and encumbrances of any party. These events constitute an "Event of Default:" 1) the failure to make any adequate protection payments to the Bank the SBA as set out on the Budget; 2) the failure to provide a weekly report within seven days after the end of each week reconciling actual performance by the Debtor to the weekly Budget; 3) expenditures in excess of the Budget with the variances as specified in the Motion; 4) expenditures not included in the Budget; 5) the failure to timely file monthly reports required by the United States Trustee's Office or to timely pay quarterly fees assessed under 28 U.S.C. section 1930, with a variance of 20 days; 6) the obtaining after the Commencement Date of credit or the incurring indebtedness that is (i) secured by a security interest, mortgage or other lien on all or any portion of the Bank's and the SBA's Collateral which is equal or senior to any security interest or other lien of the Bank or the SBA, or (ii) entitled to priority administrative status which is equal or senior to that granted to the Bank or the SBA; 7) the entry of an order by the Court, other than the Interim Order, granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code (i) to allow any creditor to execute upon or enforce a lien on or security interest in any Collateral, or (ii) with respect to any lien of or the granting of any lien on any Collateral to any state or local environmental or regulatory agency or authority, which in either case would have a material adverse effect on the business, operations, property, assets, or condition, financial or otherwise, of the Debtor; 8) dismissal of the case or conversion of the case to Chapter 7 case; 9) upon written notice from the Bank or the SBA of any material misrepresentation of a material fact made after the Commencement Date by the Debtor about the financial condition of the Debtor, the nature, extent, location or quality of any Collateral, or the disposition or use of any Collateral, including Cash Collateral; 10) the sale after the Commencement Date of any portion of any of the Debtor's assets outside the ordinary course of its business without the approval of the Court; 11) the failure of the Debtor to facilitate the daily ACH sweeps of the Bank of America account into the Debtor's account at the Bank; 12) the failure of the Debtor to provide by July 26, 2021, a detailed sale and marketing plan to the Bank, SBA, and the UCC, outlining the Debtor's plan to sell all or substantially all of the Debtor's assets and marketing efforts to sell such assets. The detailed sale and marketing plan should include, at a minimum: (i) a list of the assets that the Debtor intends to sell; (ii) prospective buyers that the Debtor believes should be contacted, including their contact information; (iii) the proposed manner and timeline in which the Debtor intends to market and sell the assets whether through section 363 of the Bankruptcy Code or a plan; and (iv) a summary of all sale and marketing efforts taken to date; and 13) the failure by the Debtor to perform, after notice from the Bank or the SBA, in any respect, any of the material terms, provisions, conditions, covenants, or obligations under the Interim Order. A copy of the order and the Debtor's budget is available at https://bit.ly/36UbUnZ from PacerMonitor.com. For the period from July 25 to August 22, the Debtor projects $1,620,984 in income and $1,568,472 in total costs. About Bear Communications Lawrence, Kan.-based Bear Communications, LLC -- http://www.bearcommunications.net-- is a communications contractor offering aerial construction, underground construction, splicing, subscriber drop placement, residential and commercial installations, residential/commercial wiring, consulting, and testing services. Bear Communications filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case No. 21-10495) on May 28, 2021. At the time of the filing, the Debtor disclosed total assets of up to $50 million and total liabilities of up to $100 million. Judge Dale L. Somers presides over the case. W. Thomas Gilman, Esq., at Hinkle Law Firm LLC, represents the Debtor as legal counsel. BERRY TWINS: Gets OK to Tap Eddie Washington as Real Estate Agent ----------------------------------------------------------------- Berry Twins, LLC received approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Eddie Washington, a real estate agent. The Debtor needs the assistance of a real estate agent to sell its property located at 1435 E. 31st St., Tacoma, Wash., for the benefit of its creditors. Mr. Washington will be compensated a commission of up to 6 percent of the property's sales price. Mr. Washington 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 professional can be reached at: Eddie Washington 1302 S. 56th St. Tacoma, WA 98408 Telephone: (253) 221-3297 Email: eddiewashington2@outlook.com About Berry Twins Berry Twins, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-40030) on Jan. 8, 2021. At the time of the filing, the Debtor disclosed between $500,001 and $1 million in both assets and liabilities. Judge Brian D. Lynch oversees the case. Jason E Anderson, Esq., at Emerald City Law Firm, PC, is the Debtor's legal counsel. BERRY TWINS: Seeks Approval to Hire Mary King as Real Estate Agent ------------------------------------------------------------------ Berry Twins LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Mary King, a real estate agent at Berkshire Hathaway Services Northwest. The Debtor needs the assistance of a real estate agent to sell its property located at 1435 E. 31st St., Tacoma, Wash., for the benefit of its creditors. Ms. King will be compensated a commission of up to 6 percent of the property's sales price. Ms. King disclosed in a court filing that she is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The professional can be reached at: Mary King Berkshire Hathaway Services Northwest 622 S. 320th St. Ste. A Federal Way, WA 98003 Telephone: (253) 946-4000 Facsimile: (253) 839-0326 Email: maryking@bhhsnwre.com About Berry Twins Berry Twins, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-40030) on Jan. 8, 2021. At the time of the filing, the Debtor disclosed between $500,001 and $1 million in both assets and liabilities. Judge Brian D. Lynch oversees the case. Jason E Anderson, Esq., at Emerald City Law Firm, PC, is the Debtor's legal counsel. BOSTON DONUTS: Wins Cash Collateral Access ------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts has authorized Boston Donuts, Inc. and its affiliates to continue using cash collateral on the same terms and conditions as the Tenth Order, pending entry of a further separate order. Judge Christopher J. Panos previously authorized the Debtors to continue using cash collateral through the earlier of July 23, 2021, or the entry of a further Court order. Hometown Bank, Quickstone Capital, and the Massachusetts Department of Revenue (MDOR) were granted a continuing post-petition replacement lien and security interest in all post-petition property of the estate of the same type against which they held validly perfected liens and security interest as of the Petition Date. The hearing on the motion scheduled for July 22 was cancelled and a continued hearing will be scheduled. A copy of the order is available at https://bit.ly/3x5OFSM from PacerMonitor.com. About Boston Donuts, Inc. Boston Donuts, Inc., generates revenues by manufacturing and selling donuts. The Company sought Chapter 11 protection (Bankr. D. Mass. Lead Case No. 19-41141) on July 11, 2019, along with its debtor-affiliates Costa Cafe Inc., Maple Avenue Donuts, Inc., W&E Trust, Inc., and EOR Holding Corporation. Their cases are jointly administered. Judge Christopher J. Panos oversees the case. James P. Ehrhard, Esq., at Ehrhard & Associates, P.C., represents the Debtors as counsel. BREAKAWAY ACQUISITION: Moody's Assigns First Time B2 CFR -------------------------------------------------------- Moody's Investors Service assigned first-time new issuer ratings to Breakaway Acquisition LLC (doing business as Wahoo Fitness, or "Wahoo"), including a B2 Corporate Family Rating and a B2-PD Probability of Default Rating. At the same time, Moody's assigned a B2 rating to the company's proposed senior secured first lien credit facility, consisting of a $30 million first lien revolver due 2026 and a $200 million first lien term loan due 2028. The outlook is stable. Proceeds from the proposed $200 million first lien term loan, along with a new common equity contribution from the Rhone Group, and roll over equity from existing shareholders, will fund the leveraged buyout (LBO) of Wahoo Fitness, and pay related fees and expenses. The proposed $30 million first lien revolver is expected to be undrawn at close. The following ratings/assessments are affected by the action: New Assignments: Issuer: Breakaway Acquisition LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 1st Lien Multicurrency Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: Breakaway Acquisition LLC Outlook, Assigned Stable RATINGS RATIONALE Wahoo's B2 CFR broadly reflects its strong market position in the cycling and smart fitness products market, supported by its good brand recognition and product innovation. The company has reported very strong revenue growth over the past five years, supported by successful new product introductions and tailwinds from positive consumer health and fitness trends. Wahoo benefits from its good geographic, channel, and customer diversification. The company has a good and rapidly improving EBITDA margin supported by its asset light business model and meaningful direct-to-consumer business, and as growing product volumes allow for strong overhead leveraging. Wahoo's good liquidity reflects Moody's expectations for positive free cash flow in the $45-$50 million range over the next 12-18 months aided by very low capital expenditures requirements, and access to an undrawn $30 million revolver. Good leverage provides financial flexibility to sustain reinvestment through product development and marketing, and to meet other operating needs and debt service. Wahoo's rating also reflects its relatively small scale with revenue under $400 million as of the last twelve months period (LTM) ending March 31, 2021, and limited track record operating at its current scale with revenue doubling in 2020 and more than tripling in the last three years. The company's financial leverage is high with debt/EBITDA at 4.3x for the LTM March 31, 2021, and pro forma for the LBO. However, Moody's projects debt/EBITDA leverage will moderate to around 3.0x over the next 12-18 months, mainly driven by continued earnings growth. The company has a narrow product focus in a discretionary and niche segment with most of its revenue related to the sale of indoor bike trainers and other endurance fitness products. Wahoo's smart fitness products are benefiting from a growing cycling population and technology developments that enhance the indoor biking experience and social capabilities, but are discretionary and exposed to cyclical consumer discretionary spending. Governance factors consider the inherent risk related to the significant ownership investment in the company by private equity sponsors, including high financial leverage and event risk related to acquisitions and shareholder distributions. The B2 rating assigned to the company's proposed first lien credit facility, the same as the CFR, reflects that the first lien facilities represent the preponderance of the pro forma debt capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectations that Wahoo's operating performance will remain strong in 2021 as the company continues to benefit from recent new product introductions, resulting in debt/EBITDA leverage moderating to 3.0x. The stable outlook also reflects Moody's expectations that Wahoo will maintain at least good liquidity highlighted by consistent positive free cash flow over the next 12-18 months. The ratings could be upgraded if the company significantly increases its revenue scale and product diversity, while maintaining consistent organic revenue and earnings growth. A ratings upgrade would also require debt/EBITDA sustained below 3.0x, the maintenance of more conservative financial policies, and at least good liquidity. The ratings could be downgraded if the company's operating performance deteriorates with consistent declines in revenue or profit margin deterioration, or if debt/EBITDA is sustained above 4.0x. The ratings could also be downgraded if the company's liquidity deteriorates with modest to negative free cash flow or high reliance of the revolver facility, or if the company completes a debt financed acquisition or shareholder distribution that materially increases financial leverage. The credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors, including the following: The proposed first lien credit agreement contains provisions for incremental first lien debt capacity up to the greater of $70 million and 100% of pro forma trailing four quarter consolidated EBITDA, plus unlimited amounts subject to a pro forma 3.0x first lien net leverage. Amounts up to the greater of $70 million and 100% of trailing four quarter consolidated EBITDA may be incurred with an earlier maturity date than the initial term loan. 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 "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. There are no express protective provisions prohibiting an up-tiering transaction. The above are proposed terms and the final terms of the credit agreement may be materially different. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Founded in 2009 Wahoo Fitness is a designer and distributor of indoor cycling and endurance training products such as indoor bike trainers and related accessories, GPS bike computers, bike pedals, sensors, and applications. Pro forma for the proposed leverage buyout transaction, Rhône Group and the company's founder will have significant ownership investment in the company, with other shareholders holding a minority stake. Wahoo's revenue is under $400 million for the LTM March 31, 2021. CARROLL COUNTY ENERGY: Moody's Affirms Ba3 Rating on Secured Debt ----------------------------------------------------------------- Moody's Investors Service has affirmed the Ba3 rating on Carroll County Energy, LLC's senior secured credit facilities consisting of a senior secured term loan B due 2026 with about $419 million currently outstanding and senior secured revolving credit facilities totaling $70 million also due 2026. The rating outlook remains stable. RATINGS RATIONALE The rating action reflects the Project's relatively strong cash flow generation and credit metrics expected over the next several years despite the results of the recent PJM capacity auction, owing to Carroll County's hedging strategy which together with improving fundamentals will help to maintain relatively consistent energy margins over the next several years. The rating action also acknowledges the Project's continued strong operating performance and good liquidity profile through the debt maturity, which helps to buttress any deterioration in plant performance or margin compression. The rating action further recognizes Carroll County's competitive advantage as a relatively new efficient plant, the Project's location in the Utica and Marcellus shale region, and its position on the Tennessee Gas Pipeline with its access to low cost natural gas. For the full year ended 12/31/2020, according to Moody's calculations, Carroll County recorded a Debt Service Coverage Ratio (DSCR) of 2.28x; Project Cash Flow from Operations to Debt (CFO/D) of 9.09%; and Debt to EBITDA (D/EBITDA) of 6.81x. Moody's expects stronger performance for 2021 owing to the higher known capacity revenue for the 2021/22 capacity year plus the strong energy margin aided by the Project's hedging strategy and strengthening market fundamentals. For example, under Moody's case, Moody's expect the DSCR in 2021 to improve to 2.48x; the CFO/D to be 10.5%; and the D/EBITDA to be 6.37x. These metrics score in the low Ba, high B rating categories under Moody's Power Generation Projects Methodology (Methodology). While the impact of the most recent capacity auction result will not be felt until the second half of 2022, Moody's rating action incorporates Carroll County being able to generate similar results owing to its continued hedging strategy, which targets hedging 75% of its energy margin in the prompt year, 50% in year 2 and 25% in year 3. Financial results beyond 2022 will in part be affected by the outcome of future capacity auctions, which Moody's understand will occur in 6-month intervals until the 3-year forward cadence is re-established. Under a case reviewed by Moody's that assumes modest improvement in the next capacity auction price to $75/MW-day for the 2023/24 capacity year, but well below previous auction prices, the metrics hold up reasonably well. For example, Moody's calculate that the DSCR averages 2.33x over the three years 2021-2023; the ratio of CFO/D averages 9.7% over the same period; and D/EBITDA averages 6.65x. These metrics all score in the low Ba, high B rating category under the Methodology. An additional consideration supporting the rating is the ownership make-up of the Sponsor group, which includes affiliates of financial and industrial groups who Moody's believe have a longer-term investment horizon than the typical private equity group. In that regard, Moody's believe that the Project's corporate governance includes several elements of financial conservatism, including the degree of financial leverage, the implementation of an active rolling hedging strategy, the existence of the Revenue Put to provide downside protection through March 2023 and an adequately sized revolving credit facility with an expiry date that matches the maturity of the term loan. LIQUIDITY Carroll County's good liquidity profile currently totals about $61.0 million and is composed of $44.3 million available under the revolving credit facility, plus $12.9 million in a 6-month debt service reserve LOC issued under the revolver and about $3.8 million in unrestricted cash. Moody's notes that the revolving credit facility matures in 2026, the same year as the maturity of the term loan, a credit positive consideration. RATING OUTLOOK The stable outlook reflects Moody's expectations that Carroll County will produce financial results in the near term that are in line with Moody's current base case expectations owing to its expected energy margin and active hedging strategy, which helps to mitigate any decline in capacity revenues from future capacity auctions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS FACTORS THAT COULD LEAD TO AN UPGRADE The rating is currently well-placed and has limited prospects for a rating upgrade in the near term. Over the longer term, positive trends that could lead to an upgrade include greater than expected cash flows that lead to stronger and more resilient financial metrics and a faster pay down of debt to a level that approximates 50% of the original debt quantum. FACTORS THAT COULD LEAD TO A DOWNGRADE The rating or the outlook could face downward pressure should the Project face credit deterioration in the way of materially weaker credit metrics, and/or poor operating performance. Specifically, the Project will face downward rating pressure if its sustained financial performance is not able to achieve financial metrics that approximate Project CFO/D of 10.0%, DSCR of 2.00x and D/EBITDA of 6.0x. PROFILE The Project owns a 700 MW natural gas-fired, combined-cycle generation plant called Carroll County Energy, which reached commercial operation in December 2017, and is based in Carroll County, OH. The Project is in turn indirectly owned by an affiliate of Advanced Power, the North American arm of a privately-held company that develops, owns and manages power plants in Europe and North America, as well as a group of co-investors (together, the Sponsor). The principal methodology used in these ratings was Power Generation Projects Methodology published in June 2021. CECCHI GORI: Unsecured Creditors Will Get 10% of Claims in Plan --------------------------------------------------------------- Cecchi Gori Pictures and Cecchi Gori USA, Inc., submitted a First Amended Combined Chapter 11 Plan of Reorganization and Disclosure Statement dated July 20, 2021. The Plan provides for the reorganization of the Debtors and is premised on the issuance of New Equity in the Reorganized Debtors to NTJ Venture, LLC, a Delaware limited liability company, in exchange for (a) $1,000,000, (b) two thirds of the Net Enforcement Recovery collected on Existing Judgments, (c) 100% of the Excluded Litigation and any recoveries therefrom, and (d) Cash on hand in the Debtors' Estate on the Effective Date (collectively, the Excluded Assets). On the Effective Date, all Assets of the Debtors' Estate other than the Excluded Assets will vest in the Reorganized Debtors free and clear of all Liens, Interests and Claims. The Reorganized Debtors will assume only those liabilities specifically arising under any contracts, rights and Property retained by the Reorganized Debtors following the Effective Date. Pursuant to the Plan, the Debtors' current Chief Executive Officer, Andrew De Camara, will be appointed as the Designated Plan Agent, in which capacity Mr. De Camara will hold the Excluded Assets and act as the administrator to manage and control the pursuit of the Existing Judgments for the benefit of both NTJ and the Estate's creditors and the Excluded Litigation for the benefit of the Estate's creditors. Class 2 consists of holders of Unsecured Claims. Each such holder shall receive a Pro Rata share of the following: (i) $50,000.00 set aside on the Effective Date from Initial Cash Consideration, plus (ii) any Net Recoveries (66.67% of Net Enforcement Recovery and 100% of Net Litigation Recovery) available after payment of deferred Administrative Expense Claims and all fees and expenses incurred by the Designated Plan Agent in his pursuit of the Net Recoveries, until holders of Allowed Class 2 Claims receive a recovery equal to 10% of their Allowed Claims, at which time the holder of the Allowed Subclass 1B Claim shall commence to receive payment until paid in full, at which time distributions to holders of Allowed Class 2 Claims shall resume to the extent there are any Net Recoveries available. Class 3 consists of holders of equity interests in Debtors, including, but not limited to Nous, Promint, and BV. Upon the Effective Date, Interests in the Debtors shall be deemed cancelled and extinguished. Allowed Claims arising from rejection of Executory Contracts or Unexpired Leases shall be treated as Class 2 Claims (General Unsecured Claims) and share, Pro Rata, in the proceeds of Causes of Action and the Net Recoveries, plus $50,000.00 of the Initial Cash Consideration. It is unknown to what extent Claimants with potential rejection damages have factored in such potential damages claims in connection with the filing of their respective Proofs of Claims in the Bankruptcy Case. To the extent such amounts are not already factored in the filed Class 2 Claims, the Debtors anticipate that additional Claims may be filed for such amounts. Upon confirmation of the Plan and the occurrence of the Effective Date, NTJ will be deemed to have been issued New Equity in the Reorganized Debtors. On the Effective Date, all of the Debtors' Assets other than the Excluded Assets, Initial Cash Consideration, and Excluded Liabilities will revest in the Reorganized Debtors, which will be owned 100% by NTJ, free and clear of any and all Claims, Liens, and Equity Interests, except for the Assumed Liabilities, which the Reorganized Debtors will assume, without the need for further notice or order of the Bankruptcy Court. Further, to effectuate the Plan, Niels Juul has agreed to defer payment of his Allowed Administrative Expense Claim (the Juul Deferment), until such time after the Effective Date when the Designated Plan Agent obtains recoveries from the Existing Judgments, at which time the Designated Plan Agent will pay to Mr. Juul his Allowed Administrative Expense Claim from the Net Enforcement Recovery. The Plan is a plan of reorganization and shall be funded, initially, through the $1,000,000.00 Initial Cash Consideration and Cash on hand, if any, in the Debtors’ Estate. Thereafter, the Plan will be funded from the recoveries from Excluded Litigation and the Estate's portion of recoveries from the Existing Judgments. A hearing on confirmation of the Plan will be held on August 24, 2021, at 10:00 a.m. A full-text copy of the First Amended Combined Plan and Disclosure Statement dated July 20, 2021, is available at https://bit.ly/3rt5x4o from PacerMonitor.com at no charge. Counsel for the Debtors: ORI KATZ, Cal. Bar No. 209561 ROBERT K. SAHYAN, Cal. Bar No. 253763 JEANNIE KIM, Cal. Bar No. 270713 SHEPPARD MULLIN RICHTER & HAMPTON, LLP Four Embarcadero Center, 17th Floor San Francisco, CA 94111-4109 Telephone: 415-434-9100 Facsimile: 415-434-3947 E-mail: okatz@sheppardmullin.com rsahyan@sheppardmullin.com jekim@sheppardmullin.com About Cecchi Gori Cecchi Gori Pictures and Cecchi Gori USA, Inc. filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Case No. 16-53499) on Dec. 14, 2016. At the time of the filing, each Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The cases are assigned to Judge Elaine M. Hammond. The Debtors hired Sheppard Mullin Richter & Hampton, LLP as their bankruptcy counsel. CERTA DOSE: Wins Interim Access to Cash Collateral -------------------------------------------------- Judge Lisa G. Beckerman authorized Certa Dose, Inc. to use cash collateral and all other accounts of the Debtor for working capital and general operations purposes, as well as for payment of costs and expenses related to the Chapter 11 case, in accordance with the approved budget. The U.S. Small Business Administration and Dr. Caleb Hernandez, an inventor and the Company's president, are granted valid, binding, enforceable and automatically perfected liens and/or security interests upon all of the assets the Debtor, and the proceeds, products, rents and profits of all of the assets and properties, to the same validity, extent and priority as existed prepetition; provided that the SBA's and the Inventor's Adequate Protection Liens shall only be granted to the extent that the SBA and Inventor would have been entitled to a security interest in such Cash Collateral up to the allowed amount of such lien calculated pursuant to Section 506 of the Bankruptcy Code. As further adequate protection for any diminution in value of SBA' and the Inventor's interests, the SBA and Inventor are granted super-priority administrative expense claims to the extent that the Adequate Protections Liens prove inadequate. In addition, the Debtor shall make the monthly installment payments of $731 to the SBA on the Economic Injury Disaster Loan, as they come due and in accordance with the terms of the Loan. The replacement liens, adequate protection liens, and super-priority claims are subject to: * all quarterly fees due to the Office of the U.S. Trustee and interest due; * any fees due to the Clerk of the Bankruptcy Court; * the fees and expenses of a hypothetical Chapter 7 trustee up to $10,000; * the fees and expenses of proposed Debtor's counsel Ortiz & Ortiz LLP, if approved by the Court, up to $20,000; and * the recovery of funds or proceeds from the successful prosecution of avoidance actions. The Legal Fee Carve-Out may not diminish the SBA's right to a super-priority claim in the event that there is a diminution of the SBA's interest in the Debtor's Collateral. The Adequate Protection Liens granted shall not include any lien or other interest in the Money Market Demand Account held at Pacific Western Bank. The account and all funds therein are subject a first priority security interest in favor of Pac West Bank, pursuant to a certain Pledge and Security Agreement dated as of April 24, 2017 by and between the Debtor and Pac West Bank. As a condition of the foregoing, the Debtor and Pac West Bank shall transfer $15,000 from such account into the Debtor's checking account at Pac West Bank within 15 days after the issuance and entry of the current order. A copy of the second interim order is available for free at https://bit.ly/2UFhCrc from PacerMonitor.com. About Certa Dose, Inc. Certa Dose Inc. develops, sells and licenses pharmaceutical products and technology. Its principal business is developing, selling and licensing its pharmaceutical products and technology. The Company was designated as an innovation company by Johnson & Johnson and has received a grant and mentorship from J & J. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 21-11045) on May 30, 2021. In the petition signed by Caleb S. Hernandez, president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Lisa G. Beckerman presides over the case. Norma Ortiz, Esq., at Ortis & Ortiz, LLP is the Debtor's counsel. CHOBANI LLC: Moody's Puts B3 CFR Under Review for Upgrade --------------------------------------------------------- Moody's Investors Service placed Chobani, LLC's corporate ratings on review for upgrade, consisting of the B3 Corporate Family Rating and B3-PD Probability of Default Rating. All other ratings are unchanged, including the B1 rating on the company's senior secured first lien bank credit facility, B1 rating on the senior secured notes, and Caa2 rating on the senior unsecured notes. This follows Chobani's announcement[1] that it has filed a confidential registration statement for a proposed initial public offering (IPO) of shares of its common stock. Moody's views the planned IPO as credit positive because Moody's anticipates the company will use a portion of the net proceeds from the transaction to pay down outstanding debt. Chobani's existing debt ratings are unchanged because the ultimate capital structure post-IPO is uncertain. However, the company's debt ratings could change depending on the CFR and actual post-IPO debt mix in the capital structure. The ratings review will focus on Chobani's financial leverage following the initial public offering transaction, financial policies as a public company, debt mix, and operating strategy. The planned IPO's ultimate impact on Chobani's financial profile remains uncertain and will depend on future earnings, the actual proceeds of the planned equity offering and the allocation of proceeds. Governance considerations are likely positive and include the broader ownership post-IPO, the anticipated lower financial leverage, and the company's financial policies following the IPO, particularly as it relates to financial leverage, growth investments and shareholder distributions. Moody's will assess Chobani's debt ratings post-IPO, to reflect the ultimate debt mix in the capital structure. Moody's expects to conclude the review process shortly after the completion of the planned IPO. The following ratings/assessments are affected by the action: On Review for Upgrade: Issuer: Chobani, LLC Corporate Family Rating, Placed on Review for Upgrade, currently B3 Probability of Default Rating, Placed on Review for Upgrade, currently B3-PD Outlook Actions: Issuer: Chobani, LLC Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE Notwithstanding the rating review, Chobani's B3 CFR broadly reflects its high financial leverage, significant exposure to dairy price volatility, and high concentration in the U.S. Greek yogurt category, which pre-COVID suffered perennial sales volume declines from 2015 to 2019 and increasing competition. The ratings reflect high execution risk associated with Chobani's high-paced innovation strategy, which is a key component of its plan for driving sales and earnings growth, margin expansion and financial deleveraging. Corporate governance prior to the IPO is a weakness, reflecting concentrated control by the founder of the board of directors and of key senior executive roles including the CEO position. Chobani's credit profile is supported by attractive profit margins, good innovation, and the strong asset value of the Chobani brand that holds a leading position in the $4 billion U.S. Greek yogurt category. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Chobani's ratings could be downgraded if debt/EBITDA is sustained above 8.0x, free cash flow remains negative, or if liquidity otherwise deteriorates. Ratings could be upgraded if Chobani successfully grows earnings, is able to sustain debt/EBITDA below 7.0x beyond the current demand surge and is likely to generate sustained positive free cash flow. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. Chobani Global Holdings, LLC, based in Norwich, New York, is a leading manufacturer of Greek and traditional yogurt sold under the "Chobani" master brand. Chobani's annual revenue is approximately $1.4 billion. The company is 80% owned by CEO and founder Hamdi Ulukaya and 20% owned by Healthcare Of Ontario Pension Plan (HOOPP). CITY WIDE COMMUNITY: Affiliate Wins Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, has authorized Lancaster Urban Village Commercial, LLC, an affiliate of City Wide Community Development Corp., to cash collateral on an interim basis in accordance with the budget through September 10, 2021. Residential has an immediate need to use the Cash Collateral in order to permit, among other things, the orderly continuation of the operation of its business, to maintain business relationships with employees, vendors, suppliers and customers, to make payroll, to make capital expenditures, and to provide for other working capital and operational needs. As of Petition Date, Residential, as borrower, owed Walker & Dunlop, LLC under the terms of a Note dated as of September 1, 2012, which note evidences a mortgage loan made to Residential on September 1, 2012. As of June 16, 2021, the amount of such indebtedness was in the aggregate principal amount of not less than $12,913,474.42. The Note has been endorsed for insurance by the United States Department of Housing and Urban Development under Section 221(d)(4) of the National Housing Act (12 U.S.C. section 17151). This endorsement by HUD did not constitute an assignment of the Note or the loan evidenced thereby, which continue to be held and serviced by W&D. Residential and the Secretary of HUD are parties to a Regulatory Agreement for Multifamily Projects dated as of September 1, 2012. The HUD Regulatory Agreement is one of the Loan Documents and is incorporated into the Mortgage. The HUD Regulatory Agreement imposes on Residential various obligations and restrictions with respect to the Lancaster Urban Village Apartments project and the rents and other receipts generated therefrom. Pursuant to the terms of a Multifamily Deed of Trust, Assignment of Leases and Rents and Security Agreement, dated as of September 1, 2012, Residential granted to a trustee for the benefit of W&D a deed of trust upon real estate and related improvements, personalty and other assets, including all Rents and Leases. The Mortgaged Property secures payment and performance of the Obligations. On April 28, 2021, First Choice Sales & Service loaned Residential $35,000, with the loan being secured by a second lien deed of trust filed on the same date in the property records of Dallas County, Texas. First Choice's Liens on Residential's assets are junior in priority to the Liens of W&D. As adequate protection for the Debtor's use of cash collateral, each of the Secured Lenders is granted, solely to the extent of any Diminution in Value, valid, binding, continuing, enforceable, unavoidable and fully perfected, postpetition Liens on all of Residential's rights in tangible and intangible assets, in the same order and priority as existed between the Secured Parties as to the Cash Collateral as of the Petition Date. W&D and HUD are granted, solely to the extent of any Diminution in Value, an allowed superpriority administrative expense claim against Residential under section 507(b) of the Bankruptcy Code in respect of the Adequate Protection Obligations with priority in payment over any and all administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code. The Superpriority Claim will have recourse to and be payable from all of Residential's assets. As additional adequate protection to W&D, Residential will make monthly adequate protection payments to W&D in the amounts contractually due to W&D by Residential and as reflected in a monthly account statement to be provided by W&D to Residential on or before the 25th day of each month. A Final Hearing on the matter is scheduled for September 8 at 9:30 a.m. A copy of the order is available at https://bit.ly/3rywAeH from PacerMonitor.com. About City-Wide Community Development Corp. City-Wide Community Development Corp. and its affiliates are primarily engaged in renting and leasing real estate properties. City-Wide Community Development Corp. and affiliates Lancaster Urban Village Residential, LLC and Lancaster Urban Village Commercial, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 21-30847) on April 30, 2021. In the petitions signed by Sherman Roberts, president and chief executive officer, the Debtors disclosed $12,026,657 in assets and $10,332,946 in liabilities. Judge Michelle V. Larson oversees the cases. The Debtors tapped Wiley Law Group, PLLC, as legal counsel, Neal A. Walker, CPA, P.C. as accountant, and Capstone Real Estate Services, Inc. as property manager. CORPORATE COLOCATION: Wins Cash Collateral Access Thru Sept. 18 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has entered an order approving the Stipulation Re Continuance of Second Motion of Debtor:(A) To Use Cash Collateral on an Interim Basis Etc. and (B) To Extend Effectiveness Of Existing Cash Collateral Order To September 18, 2021 filed by Corporate Colocation Inc. The Court says the effectiveness of the current Amended Order authorizing the Debtor to use cash collateral and grant replacement liens, etc. entered on June 28, including the Stipulation regarding administrative rent attached to and approved by the Court pursuant to the Order, will be extended to September 18, by which time the Court will have considered the Motion for a further extension. CCI's Motion for an Order authorizing the Debtor to continue using cash collateral on an interim basis and grant replacement liens dated July 14, currently scheduled for hearing on August 4 at 10 a.m. will be continued to September 15 at 10 a.m. A copy of the order is available at https://bit.ly/3y3pUaQ from PacerMonitor.com. About Corporate Colocation Corporate Colocation Inc. operates a large server farm that provides website services to about 25 subtenants that is located at 530 West Sixth St., Los Angeles, California. Corporate Colocation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12812) on April 7, 2021. In the petition signed by Jonathan Goodman, president, the Debtor disclosed $2,284,042 in assets and $5,041,445 in liabilities. Robert M. Yaspan, Esq., at the Law Offices of Robert M. Yaspan, is the Debtor's legal counsel. Judge Ernest M. Robles is assigned to the case. COSMOLEDO LLC: Panel Taps Thompson Coburn Hahn & Hessen as Counsel ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 cases of Cosmoledo, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Thompson Coburn Hahn & Hessen, LLP as its legal counsel. The firm will render these legal services: (a) advise the committee with respect to its duties and powers; (b) assist the committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' business, the desirability of continuance of such business, and any other matters relevant to the Debtors' Chapter 11 cases or to the business affairs of the Debtors; (c) advise the committee with respect to any proposed plan of reorganization or liquidation and the prosecution of claims against third parties, if any, and any other matters relevant to the cases or to the formulation of a plan of reorganization or liquidation; (d) assist the committee in requesting the appointment of a trustee or examiner; and (e) perform such other legal services. The hourly rates of the firm's legal counsel and staff are as follows: Partners $520 - $1,050 per hour Of Counsel $900 per hour Associates and Counsel $360 - $740 per hour Law Clerks $380 per hour Paralegals $150 - $300 per hour In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Mark Indelicato, Esq., a partner at Thompson Coburn Hahn & Hessen, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark S. Indelicato, Esq. Mark T. Power, Esq. Jacob T. Schwartz, Esq. Thompson Coburn Hahn & Hessen LLP 488 Madison Avenue New York, NY 10022 Telephone: (212) 478-7200 Email: jtschwartz@thompsoncoburn.com mpower@thompsoncoburn.com mindelicato@thompsoncoburn.com About Cosmoledo LLC Cosmoledo, LLC and affiliates own and operate 16 fine-casual bakery-cafes in New York City under the trade name "Maison Kayser." Maison Kayser -- https://maison-kayser-usa.com/ -- a global brand, is an authentic artisanal French boulangerie that has been doing business in New York since 2012. Cosmoledo and its affiliates, including Breadroll, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y Lead Case No. 20-12117) on Sept. 10, 2020. In the petitions signed by CEO Jose Alcalay, the Debtors were estimated to have assets in the range of $10 million to $50 million, and $50 million to $100 million in debt. Judge Michael E. Wiles oversees the cases. The Debtors tapped Mintz & Gold LLP as their bankruptcy counsel, and CBIZ Accounting, Tax and Advisory of New York LLC as their financial advisor, accountant, and consultant. Donlin Recano & Co., Inc., is the claims agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Thompson Coburn Hahn & Hessen, LLP. CRAFT LOGISTICS: Seeks Cash Collateral Access --------------------------------------------- Craft Logistics, Inc. asks the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, for authority to use cash collateral in accordance with the proposed budget, with a 5% variance. The Debtor depends on the use of cash collateral for payroll and general operating expenses. Revenue is generated through the Debtor’s trucking and freight company. A search in the Texas Secretary of State shows that allegedly secured positions are held by England Carrier Services, Bridge Funding Cap LLC, and Park East Capital MCA. The Debtor asserts it is critical to the operation of its business, and to its reorganization efforts, that it be permitted to pay these expenses using cash collateral. The Debtor produces revenue from its trucking and freight company and would use such revenue to pay the budgeted expenses. Moreover, the revenue will be deposited by the Debtor in its DIP operating account pending entry of an order allowing use of cash collateral or consent by lien holders. A copy of the motion is available at https://bit.ly/3xXBy74 from PacerMonitor.com. About Craft Logistics, Inc. Craft Logistics, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-31304) on July 16, 2021. In the petition signed by Jeremy Rees Louder, president, the Debtor disclosed up to $50,000 in both assets and liabilities. Robert Chamless Lane at The Lane Law Firm is the Debtor's counsel. CRAFT LOGISTICS: Seeks to Hire The Lane Law Firm as Legal Counsel ----------------------------------------------------------------- Craft Logistics, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ The Lane Law Firm, PLLC to serve as legal counsel in its Chapter 11 case. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property; (b) analyze the Debtor's assets and liabilities, investigate the extent and validity of lien and claims, and participate in and review any proposed asset sales or dispositions; (c) attend meetings and negotiate with representatives of secured creditors; (d) assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement accompanying the plan; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before the bankruptcy court, the appellate courts, and other courts in which matters may be heard and to protect the interests of the Debtor; and (g) perform all other necessary legal services. The hourly rates of the firm's attorneys and staff are as follows: Robert C. Lane $525 per hour Associate Attorneys $350 - $425 per hour Paralegals/Legal Assistants $125 - $175 per hour In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $10,000 from the Debtor. Robert Lane, Esq., a partner at The Lane Law Firm, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert C. Lane, Esq. Joshua D. Gordan, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordan@lanelaw.com About Craft Logistics Craft Logistics, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-31304) on July 16, 2021, listing up to $50,000 in both assets and liabilities. Jeremy Louder, president, signed the petition. Judge Michelle V. Larson oversees the case. The Lane Law Firm, PLLC serves as the Debtor's legal counsel. CROWLEY'S SERVICES: Seeks to Hire Norred Law as Bankruptcy Counsel ------------------------------------------------------------------ Crowley's Services, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Norred Law, PLLC to serve as legal counsel in its Chapter 11 case. Norred Law will perform these legal services: (a) advise the Debtor of its powers and duties in the management of its property; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (c) prepare legal papers; (d) take such actions as is necessary to preserve the assets and interests of the estate; (e) advise the Debtor in connection with any potential sale of assets; (f) assist the Debtor in formulating a disclosure statement and in the formulation and confirmation of a plan of reorganization; (g) appear before the court and the United States Trustee, and to protect the interest of the Debtor's estate; and (h) perform any and all other legal services. The hourly rates of the firm's attorneys and staff are as follows: Attorneys $300 - $425 per hour Paraprofessionals $90 - $120 per hour In addition, Norred Law will seek reimbursement for expenses incurred. The firm received a retainer of $11,717 from the Debtor. Warren Norred, Esq., a partner at Norred Law, 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: Warren Norred, Esq. Clayton L. Everett, Esq. Norred Law, PLLC 515 E. Border Street Arlington, TX 76010 Telephone: (817) 704-3984 Email: clayton@norredlaw.com About Crowley's Services Crowley's Services, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-41468) on June 18, 2021, listing under $1 million in both assets and liabilities. Jerry Crowley, managing member, signed the petition. Judge Mark X. Mullin oversees the case. Norred Law, PLLC serves as the Debtor's legal counsel. DIAMONDHEAD CASINO: Incurs $319K Net Loss in Q2 2020 ---------------------------------------------------- Diamondhead Casino Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $319,114 for the three months ended June 30, 2020, compared to net income of $107,601 for the three months ended June 30, 2019. For the six months ended June 30, 2020, the Company reported a net loss of $732,549 compared to a net loss of $899,407 for the six months ended June 30, 2019. As of June 30, 2020, the Company had $5.48 million in total assets, $13.45 million in total liabilities, and a total stockholders' deficit of $7.97 million. The Company has incurred losses over the past several years, has no operations, generates no operating revenues, and as reflected in the accompanying unaudited condensed consolidated financial statements, incurred a net loss applicable to common stockholders of $783,349 for the six months ended June 30, 2020. In addition, the Company had an accumulated deficit of $40,231,568 at June 30, 2020. Due to its lack of financial resources and certain lawsuits filed against it, the Company has been forced to explore other alternatives, including a sale of part or all of its properties in Diamondhead, Mississippi. The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the necessary capital, through either equity and/or debt financing, unilaterally or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, open, and operate a casino resort. In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments as well as through other secured notes. The Company is in default with respect to payment of both principal and interest under the terms of most of these instruments. In addition, at June 30, 2020, the Company had $8,947,826 of accounts payable and accrued expenses and only $234 cash on hand. The Company said the above conditions raise substantial doubt as to its ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/844887/000149315221017280/form10-q.htm About Diamondhead Casino Alexandria, Virginia-based Diamondhead Casino's intent is and has been to construct a casino resort and other amenities on the Property unilaterally or, in conjunction with one or more joint venture partners. However, the Company has been unable to date, to obtain financing to move the project forward and/or enter into a joint venture partnership. Now, due to its lack of financial resources, the Company has been forced to explore other alternatives, including a sale of part or all of the Property. The Company's preference is to sell only part of the Property inasmuch as this would appear to be in the best interest of the stockholders of the Company. However, there can be no assurance the Company will be able to sell only part of the Property. The Company intends to continue to pursue a joint venture partnership and/or other financing while seeking a viable purchaser for part or all of the Property. Thus, on March 25, 2019, Mississippi Gaming Corporation, a wholly owned subsidiary of the Company, entered into a brokerage agreement with an unrelated third party to seek a buyer for all or part of the Property or, alternatively, to seek a joint venture partner for the project. This contract has now expired, but the Company continues to work with the brokerage firm. Diamondhead Casino reported a net loss of $1.27 million for the year ended Dec. 31, 2019, compared to a net loss of $1.28 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $5.48 million in total assets, $12.67 million in total liabilities, and a total stockholders' deficit of $7.19 million. Marlton, New Jersey-based Friedman LLP issued a "going concern" qualification in its report dated March 16, 2021, citing that the Company has incurred significant recurring net losses over the past several years. In addition, the Company has no operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continued existence is dependent upon its ability to raise the necessary capital with which to satisfy liabilities, fund future costs and expenses and develop the Diamondhead, Mississippi property. DIAMONDHEAD CASINO: Posts $328,627 Net Loss in Q3 2020 ------------------------------------------------------ Diamondhead Casino Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $328,627 for the three months ended Sept. 30, 2020, compared to a net loss of $110,580 for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $1.06 million compared to a net loss of $1.01 million for the nine months ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $5.47 million in total assets, $13.80 million in total liabilities, and a total stockholders' deficit of $8.33 million. The Company has incurred losses over the past several years, has no operations, generates no operating revenues, and as reflected in the accompanying unaudited condensed consolidated financial statements, incurred a net loss applicable to common stockholders of $1,137,376 for the nine months ended Sept. 30, 2020. In addition, the Company had an accumulated deficit of $40,585,595 at Sept. 30, 2020. Due to its lack of financial resources and certain lawsuits filed against it, the Company has been forced to explore other alternatives, including a sale of part or all of the Property. The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company has concentrated its efforts on the development of its Diamondhead, Mississippi property. That development is dependent upon the Company obtaining the necessary capital, through either equity and/or debt financing, unilaterally or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, open, and operate a casino resort. In the past, in order to raise capital to continue to pay on-going costs and expenses, the Company has borrowed funds, through Private Placements of convertible instruments as well as through other secured notes. The Company is in default with respect to payment of both principal and interest under the terms of most of these instruments. In addition, at September 30, 2020, the Company had $9,228,987 of accounts payable and accrued expenses and only $795 cash on hand. The Company said the above conditions raise substantial doubt as to its ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/844887/000149315221017284/form10-q.htm About Diamondhead Casino Alexandria, Virginia-based Diamondhead Casino's intent is and has been to construct a casino resort and other amenities on the Property unilaterally or, in conjunction with one or more joint venture partners. However, the Company has been unable to date, to obtain financing to move the project forward and/or enter into a joint venture partnership. Now, due to its lack of financial resources, the Company has been forced to explore other alternatives, including a sale of part or all of the Property. The Company's preference is to sell only part of the Property inasmuch as this would appear to be in the best interest of the stockholders of the Company. However, there can be no assurance the Company will be able to sell only part of the Property. The Company intends to continue to pursue a joint venture partnership and/or other financing while seeking a viable purchaser for part or all of the Property. Thus, on March 25, 2019, Mississippi Gaming Corporation, a wholly owned subsidiary of the Company, entered into a brokerage agreement with an unrelated third party to seek a buyer for all or part of the Property or, alternatively, to seek a joint venture partner for the project. This contract has now expired, but the Company continues to work with the brokerage firm. Diamondhead Casino reported a net loss of $1.27 million for the year ended Dec. 31, 2019, compared to a net loss of $1.28 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $5.48 million in total assets, $12.67 million in total liabilities, and a total stockholders' deficit of $7.19 million. Marlton, New Jersey-based Friedman LLP issued a "going concern" qualification in its report dated March 16, 2021, citing that the Company has incurred significant recurring net losses over the past several years. In addition, the Company has no operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continued existence is dependent upon its ability to raise the necessary capital with which to satisfy liabilities, fund future costs and expenses and develop the Diamondhead, Mississippi property. DJM HOLDINGS: Creditor CIM Trust Says Plan Unconfirmable -------------------------------------------------------- U.S. Bank Trust National Association, not in its individual capacity but solely in its capacity as Indenture Trustee of CIM Trust 2018-R4 ("Creditor"), objects to the proposed Chapter 11 Plan and Disclosure Statement of DJM Holdings, Ltd. The property in question is real estate located at 5540 Dalewood Avenue, Maple Heights, Ohio 44137. The Debtor's plan proposes to pay the secured amount of $22,686.42 (a valuation of $24,000 less $1,313.58 in real estate taxes) over 30 years amortized at 6%. Creditor holds a secured claim in the approximate amount of $97,257. Creditor has filed its "Notice of Election Under 11 U.S.C. Sec. 1111(b)(2), and specifically elects pursuant to Sec. 1111(b) of Chapter 11, Title 11 U.S.C. application of Paragraph (2) of Sec. 1111(b). Creditor demands that its proof of claim be paid in full as filed or to be filed. In the event the Court should deny the Sec. 1111(b)(2) election for any reason, Creditor believes that Debtor has undervalued the property in question, and Creditor requests permission to perform a full exterior and interior appraisal. The Debtor's Chapter 11 Plan herein does not adequately protect the Creditor's interest in said Property and should be denied confirmation. Debtor's Disclosure Statement must be amended. A full-text copy of the Creditor's objection dated July 20, 2021, is available https://bit.ly/3BA9MQo from PacerMonitor.com at no charge. Counsel for Creditor: Douglas Haman David T. Brady Austin B. Barnes III SANDHU LAW GROUP, LLC 1213 Prospect Avenue, Suite 300 Cleveland, OH 44115 Tel: 513.702.2112 Fax: 216-373-1002 E-mail: doughaman@wdhlaw.com About DJM Holdings Concord-based DJM Holdings Ltd is the fee simple owner of 38 properties in Ohio, having a total current value of $1.02 million. DJM Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-10483) on Feb. 14, 2021. At the time of the filing, the Debtor disclosed $1,144,439 in assets and $2,816,538 in liabilities. Judge Arthur I. Harris oversees the case. The Debtor is represented by Forbes Law, LLC. DJM HOLDINGS: United States Trustee Says Disclosures Inadequate --------------------------------------------------------------- Andrew R. Vara, United States Trustee for Region 9, objects o the Disclosure Statement for the Chapter 11 Plan of Reorganization of DJM Holdings, LTD. The United States Trustee asserts that the Disclosure Statement fails to provide adequate information to enable a hypothetical investor typical of holders of claims or interests of the relevant class to make an informed judgment about the Plan. The following areas of the Debtor's Disclosure Statement do not provide adequate information as required under section 1125 of the Bankruptcy Code and should be modified prior to this Court approving the same: * Vote Required for Approval: The Disclosure Statement does not inform parties the vote required for approval of the Plan and that, specifically, creditors have accepted the Plan if voting creditors holding at least two-thirds in amount and more than one half in number of allowed claims voting have voted for the Plan. 11 U.S.C. §1126(c). * Defined Terms: The Disclosure Statement contains many terms that are defined in the Plan but are not defined in the Disclosure Statement. An example of some, but not all of the terms include: Holder; Releasing Party; Released Party; Entity and Entities. These terms should be defined in the Disclosure Statement as well as the Plan. * Plan Supplement: Both the Disclosure Statement and Plan reference a Plan Supplement in various sections. Since there has not been a Plan Supplement filed, any reference to this should be removed to avoid confusion. * Releases and Exculpation: The Disclosure Statement and Plan reference releases and exculpation, both of which appear overly broad. The release provision are also inconsistent between the Disclosure Statement and the Plan so it is unclear who is being released. The parties identified in the definitional section of the Plan for "Released Party" and "Releasing Party" are also overly broad and contain parties that were never involved in the case. A full-text copy of the United States Trustee's objection dated July 20, 2021, is available https://bit.ly/3ztRqyG from PacerMonitor.com at no charge. About DJM Holdings Concord-based DJM Holdings Ltd is the fee simple owner of 38 properties in Ohio, having a total current value of $1.02 million. DJM Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-10483) on Feb. 14, 2021. At the time of the filing, the Debtor disclosed $1,144,439 in assets and $2,816,538 in liabilities. Judge Arthur I. Harris oversees the case. The Debtor is represented by Forbes Law, LLC. EAST WEST AVL: Seeks Access to Pantheon Cash Collateral ------------------------------------------------------- East West AVL Dev, LLC asks the U.S. Bankruptcy Court for the Western District of North Carolina, Asheville Division, for authority to use cash collateral and provide adequate protection. The Debtor seeks authority to use cash collateral, on an interim basis, to operate in the ordinary course of business. The Debtor proposes to use the cash collateral in accordance with a formal budget, with a 10% variance. The Budget assumes the accrual of ordinary course business and bankruptcy related expenses necessary to fund the Debtor's operations going forward. As the Debtor leases many of its properties on a short term basis, it is necessary to perform ongoing maintenance and repairs such as cleaning, grounds maintenance and repair of items which break in the ordinary course of business. Failure to properly perform the upkeep and maintenance which prevent the Debtor from being able to rent its properties and, in turn, will eliminate cash flow. Pantheon Capital Advisors, Inc. holds a valid first priority lien encumbering the property at 355 Onteora Blvd, Asheville, Buncombe County, North Carolina pursuant to a Deed of Trust, Assignment of Rents and Security Agreement dated January 9, 2020. The Debtor asserts that the amount of the outstanding claim is $125,000 and the value of the Property securing the claim is $350,000 and generates rent on a regular basis. Pantheon Capital Advisors, Inc. also holds a valid second priority lien encumbering the 355 Onteora Blvd property pursuant to a Deed of Trust, Assignment of Rents and Security Agreement dated January 9, 2020. The Debtor asserts that the amount of the outstanding claim is $91,809 and the value of the Property securing the claim is $350,000 and generates rent on a regular basis. The Debtor has not yet had a full opportunity to review all of the Loan Documents. At this point, the Debtor relies upon its understanding that the Deeds of Trusts securing the Real Property contain Assignments of Rents and Profits clauses securing all funds received as rents collected on the Real Properties. The Debtor contends that Pantheon has adequate protection against the diminution in value of its pre-petition collateral. Preliminarily, the use of cash collateral in the ordinary course of business, in and of itself, provides adequate protection in that it preserves the going concern value of the Debtor's business and, as a result, the value of the pre-petition collateral. To further protect against diminution in the value of the pre-petition collateral, the Debtor proposes to provide Pantheon with replacement liens in post-petition assets to the same extent and priority as existed pre-petition, for all cash collateral actually expended during the duration of the interim cash collateral order. The Debtor's cash flow and other financial analyses show that Pantheon's collateral positions will be adequately maintained during the Debtor's use of cash collateral, especially during the short term period covered by the interim order. On account of Pantheon's first priority lien, the Debtor proposes to pay monthly adequate protection payments in the amount of $690.25 per month on the Onteora Blvd property beginning on July 30, 2021. On account of Pantheon's second priority lien, the Debtor proposes to pay that it will pay Pantheon 2 monthly adequate protection payments in the amount of $506.98 per month on the Onteora Blvd property beginning on July 30, 2021. The Debtor also requests a preliminary hearing on an emergency basis to approve the interim request pursuant to Bankruptcy Rule 4001(b)(2) and that a final hearing be set at least 14 days after the filing of the motion. A copy of the order and the Debtor's budget is available at https://bit.ly/3ks9eGe from PacerMonitor.com. The Debtor projects $5,000 in total income and $,580 in total expenses for July 2021 About East West AVL Dev East West AVL Dev, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case 21-10134) on July 6, 2021, listing $100,001 to $500,000 in both assets and liabilities. Judge George R. Hodges oversees the case. Ivey, Mcclellan, Siegmund, Brumbaugh & Mcdonough, LLP, serves as the Debtor's legal counsel. EQT CORP: S&P Upgrades ICR to 'BB+' on Close of Acquisition ----------------------------------------------------------- S&P Global Ratings upgraded the issuer and issue-level rating on U.S.-based exploration and production company EQT Corp to 'BB+'. The positive outlook reflects S&P's view that credit measures will continue to improve in 2022 as the company generates significant free cash flow, which it expects to go toward debt reduction. The acquisition of Alta further enhances EQT's scale and improves its diversification within the Marcellus Shale. S&P said, "We expect EQT's production to increase to about 5.6 billion cubic feet equivalent per day in 2022 with the acquisition of Alta. Additionally, we expect the acquisition to increase EQT's already large reserve base and further strengthen EQT's position as the largest producer in the Marcellus Shale. The acquisition also enhances EQT's diversity within the Marcellus Shale by adding approximately 222,000 operated acres and approximately 78,000 nonoperated acres in the Northeast Pennsylvania region. Due to EQT's scale and size of production and reserves, we revised our business risk profile to satisfactory from fair." S&P said, "Under our revised price assumptions and pro forma for the acquisition of Alta, we forecast EQT's credit metrics will strengthen in 2022. S&P Global Ratings recently revised its Henry Hub natural gas price to average $3.00/mmBtu for the remainder of 2021 and $2.75/mmBtu for 2022. We now project the company's funds from operations (FFO) to debt to average about 40% for 2021, increasing to 50%-55% in 2022, and debt to EBITDA to average 2x-2.5x in 2021 and improve to 1.5x-2x in 2022. Additionally, we expect EQT to generate significant free cash flow in 2021 and 2022, which we expect will go toward debt reduction. The company's cash flow is supported by its strong hedge book for the remainder of 2021 and into 2022. We believe EQT will use its cash flow to redeem its unsecured notes due 2022. EQT's next material unsecured note maturity is not until 2025. "We expect EQT to maintain modest financial policies that focus on balance sheet strengthening. We expect EQT to pursue modest financial policies that focus on free operating cash flow (FOCF) generation and debt reduction, supporting the positive rating outlook. Although a portion of its meaningful FOCF, supported by production growth from the Alta acquisition and favorable natural gas prices, could be used for shareholder returns, we expect such returns will not affect deleveraging. "The positive outlook on EQT reflects our expectation that the company's financial measures will continue to improve over the next two years as EQT focuses on continued debt reduction, cost improvements, and integrating the lower-cost Alta assets. We expect EQT to generate significant free cash flow, which it will use to improve credit metrics over the same period. We forecast FFO to debt to average about 50%-55% in 2022 and 2023. "We could revise the outlook to stable if we expected financial measures to weaken, including FFO to debt below 50% on an ongoing basis. This could follow a period of lower commodity prices that leads to a decline in profitability, or if contrary to expectations, management pursues a more aggressive spending plan or shareholder returns that limit discretionary cash flow for debt repayment. "We may consider raising the rating over the next 24 months if the company successfully integrates the Alta acquisition and improves its credit measures such that FFO to debt is approaching 60% on a sustained basis, likely in conjunction with the company maintaining a financial policy consistent with investment-grade operators while improving profitability." EVERYTHING BLOCKCHAIN: Hires Elkana Amitai as New Auditor --------------------------------------------------------- Everything Blockchain, Inc. dismissed Weinstein International CPA, the Company's independent registered public accounting firm, Inc., effective on July 19, 2021. The Company said that during the year ended Jan. 31, 2021 there were no disagreements with Weinstein International (as defined in Item 304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Weinstein International, would have caused them to make a reference thereto in their report on financial statements for such year. On July 19, 2021, the Board of Directors approved the appointment of Elkana Amitai CPA as the Company's new independent registered public accounting firm. During the most recent fiscal years ended Jan. 31, 2021, prior to the engagement of Elkana Amitai, the Company did not consult with Elkana Amitai with regard to (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's financial statements; and further, Elkana Amitai has not provided written or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or a reportable event (as described in Item 304(a)(1)(iv) of Regulation S-K). About Everything Blockchain Headquartered in Fleming Island, Florida, Everything Blockchain, Inc. (fka OBITX, Inc.) is a developer, engineer, and consultant in the industry of blockchain technologies. OBITX reported net loss of $49.30 million for the year ended Jan. 31, 2021, compared to a net loss of $188,192 for the ear ended Jan. 31, 2020. As of April 30, 2021, the Company had $3.93 million in total assets, $1.52 million in total liabilities, and $2.41 million in total stockholders' equity. Tel Aviv, Israel-based Weinstein International CPA, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 13, 2021, citing that as of Jan. 31, 2021, the Company suffered losses from operations in all years since inception and has a nominal working capital deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. FICO FINANCIAL: Case Summary & 18 Unsecured Creditors ----------------------------------------------------- Debtor: FICO Financial Corporation 500 Knights Run Ave #914 Tampa, FL 33602 Business Description: FICO Financial Corporation is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: July 23, 2021 Court: United States Bankruptcy Court Middle District of Florida Case No.: 21-03853 Debtor's Counsel: Scott Underwood, Esq. UNDERWOOD MURRAY, P.A. 100 North Tampa St 2325 Tampa, FL 33602 Tel: 813-540-8402 E-mail: sunderwood@underwoodmurray.com Total Assets: $14,351,778 Total Liabilities: $812,597 The petition was signed by Christophe Rothpletz, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CWGKN7Y/FICO_Financial_Corporation__flmbke-21-03853__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 18 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. DRS Global Enterprise Hi-tech tenant $633,500 Solutions, Inc. improvement Leonardo DRS, Inc. build out (Attn: Legal Department) 2345 Crystal Drive, Suite 1000 Arlington, VA, 22202 2. The Krauss Organization Services $154,544 711 North Sherill Street Tampa, FL, 33609 3. Willis Roofing & Gutter and Roof Unknown Waterproofing LLC Repairs 225 South 78th Street Tampa, FL, 33619 4. Teco Tampa Electric $7,397 701 North Franklin Street Tampa, FL, 33602 5. The Service Fort, LLC $5,531 4279 Roswell Rd. NE Suite 102-106 Atlanta, GA, 30342-3700 6. Aircond Corporation $4,949 dba EMCOR Services PO Box 945617 Atlanta, GA, 30394-5617 7. Levco Construction $1,893 3330 Cranmore Chase Marietta, GA, 30066 8. Ducks Lawn & $1,200 Tree Service, LLC 2130 Greenway Dr. Winter Haven, FL, 33881 9. Saunders Ralston $872 Dantzler Real Estate LLC 1723 Bartow Rd. Lakeland, FL, 33801-6553 10. Gibbs Landscaping Co. $795 4055 Atlanta Road Smyrna, GA, 30080-5939 11. Associated Plumbing $438 7402 N 56th St Ste 525 Tampa, FL, 33617 12. Constellation Newenergy - $418 Gas Division, LLC PO Box 5472 Caril Stream, IL, 60197-5472 13. City of Smyrna/ $336 Utilities Department 2800 King Street Smyrna, GA, 30080-3506 14. Patterson International $210 Service Corp. 7107 N. Florida Avenue Tampa, FL, 33604-4833 15. ProWasteUSA, LLC $207 PO Box 1528 Englewood, FL, 34295 16. Rainmaker Irrigation & $139 Landscaping, Inc. 36181 E. Lake Road, #101 Palm Harbor, FL, 3468 17. Sedgefield Interior $93 Landscapes, Inc. 3062 Kingston Ct SE Marietta, GA, 30067-8937 18. Terminex $70 860 Ridge Lake Blvd. Memphis, TN, 3812 FIRST RIVER: Oil Unsecureds to Recover 3% Under Plan ---------------------------------------------------- First River Energy, LLC submitted a Third Amended Disclosure Statement. Current assets of the estate are Cash, Causes of Action, and Debtor's books and records. As of June 1, 2021, the Debtor was in possession of cash of approximately $7,735,000.0 The Plan provides a mechanism for the expeditious and orderly collection and liquidation of assets, the resolution of disputed claims, and the distribution of funds to creditors, including distributions in the form of interim installments to the extent such distributions are determined to be advisable by a Plan Administrator. Allowed Priority Tax Claims and Secured Tax Claims, Administrative Expense, Fee Claims and Oklahoma Owner Secured Claims will be paid in full. Class 7, Lenders' Claim, was paid in full pursuant to the Pay Order. In addition, the Plan establishes a Disputed Claims Reserve for the benefit of Holders of Disputed Claims. The Plan Administrator may (but is not obligated) to make interim distribution of Cash on account of Allowed Claims of a given Class from time to time, provided the Plan Administrator leaves sufficient Cash in reserve to cover the Disputed Claims of that Class. No Distribution or payment shall be made on account of a Disputed Claim until such Disputed Claim becomes an Allowed Claim. Class 4 Oil General Unsecured Claims. Under the Plan, each holder of an Allowed Oil General Unsecured Claim against the Debtor shall receive Cash a pro rata share of Class 4 Distribution paid on or before the later of October 1, 2021 or as soon as practicable after the date such Claim becomes an Allowed Claim. Creditors will recover 3% of their claims. Class 4 is impaired. Class 5 Non- Oil General Unsecured Claims. Each holder of an Allowed Oil General Unsecured Claim against the Debtor shall receive Cash a pro rata share of the Class 5 Distribution on or before the later of October 1, 2021 or as soon as practicable after the date on which the Claim becomes an Allowed Claim. Under no circumstances shall any holder of an Allowed Non-Oil General Unsecured Claim receive more than payment in full of such Claim. Creditors will recover 3% of their claims. Class 5 is impaired. Attorneys for the Debtor: David W. Parham, Esther McKean AKERMAN LLP 2001 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: (214) 720-4300 Facsimile: (214) 981-9339 david.parham@akerman.com esther.mckean@akerman.com A copy of the Disclosure Statement dated July 14, 2021, is available at https://bit.ly/3Ba6HGv from Donlin Recano, the claims agent. About First River Energy Based in San Antonio, Texas, First River Energy, LLC -- http://www.firstriverenergy.com/-- is engaged in the oil and gas extraction business. First River Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-10080) on Jan. 12, 2018. In its petition signed by CEO Deborah Kryak, the Debtor estimated total assets and debt between $10 million and $50 million. On Jan. 17, 2018, the case was transferred to the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, and was assigned a new bankruptcy case number (Case No. 18-50085). Judge Craig A. Gargotta oversees the case. The Debtor hired Akerman LLP as its legal counsel; Chipman Brown Cicero & Cole, LLP as co-counsel; Armory Strategic Partners, LLC, as financial advisor; Scott Avila of Armory Strategic as chief restructuring officer; and Donlin, Recano & Company, Inc., as claims and noticing agent. No official committee of unsecured creditors was appointed in the case. FOREVER 21: Updates Administrative/Priority Claims Pay Details -------------------------------------------------------------- Forever 21, Inc. and its debtor-affiliates filed a Fourth Amended Joint Chapter 11 Plan and the accompanying Disclosure Statement dated July 20, 2021. Since the closing of the Sale, the Debtors have been working on certain value-accretive workstreams to bring in additional value to their estates for distribution to Holders of Claims. The Debtors closed on the sale of certain real property (the "Warehouse Sale") that brought approximately $6.7 million of net proceeds available for distribution after satisfying the remainder of the DIP facility. The Debtors also received certain tax refunds in the amount of approximately $22.4 million under the Coronavirus Aid, Relief, and Economic Security Act, approximately $1.9 million of refunds of certain state income tax prepayments upon the filing of the Debtors' fiscal 2019 tax returns, and proceeds of a certain Court approved settlement of intercompany claims between the Debtors and Forever 21 Korea Retail, LLC in the amount of approximately $205,000. Additionally, the Debtors anticipate receiving certain additional state tax refunds in the amount of approximately $500,000. Such proceeds and others will be used to fund the distributions provided for in the Plan. Contemporaneously with the filing of the First Amended Joint Chapter 11 Plan of Forever 21, Inc. and its Debtor Affiliates, the Debtors filed the Debtors' Motion for Entry of an Order Approving the Administrative Claims Settlement and Granting Related Relief (the "9019 Motion"). The Debtors and their advisors conducted approximately 4,000 individual outreach efforts, or approximately 8.4 outreach efforts per Holder, to those Holders of General Administrative Claims that have not opted in to the Settlement. As of the date hereof, the Debtors estimate that Holders of approximately 90% by dollar amount of known, timely filed, non-duplicative General Administrative Claims have opted-in to the Settlement. Pursuant to the Disclosure Statement Order, the Court extended the Settlement to enable Holders of Priority Tax Claims and Other Priority Claims to opt-in to the Settlement by executing a copy of the Priority Claim Opt-In Form. The deadline to return a signed copy of the Priority Claim Opt-In Form is August 13, 2021 at 4:00 p.m. The Debtors and their advisors intend to reach out to Holders of Priority Tax Claims and Other Priority Claims to ensure such Holders are aware of their options with respect to opting in to the Settlement, choosing to forego opting in to the Settlement, the consequences related thereto, and the alternatives to the Settlement. The Settlement contemplates that Settlement Claimants will receive a recovery of at least 11% on account of such Holders' Allowed Settlement Claims under any confirmed chapter 11 plan of the Debtors. To the extent the Plan does not provide for a recovery of at least 11% on account of Allowed Settlement Claims, Settlement Claimants are not bound by the Settlement and the Debtors will not be able to confirm or consummate the Plan as a result. The Debtors believe that the Plan maximizes stakeholder recoveries in these chapter 11 cases and accordingly seek the Court's approval of the Plan. The Debtors urge all Holders of General Administrative Claims, Priority Tax Claims, and Other Priority Claims to abstain from returning the Administrative/Priority Claim Consent Form opting out of the treatment under the Plan or objecting to the Plan and encourage all Holders of Claims who are entitled to vote to accept the Plan by returning their Ballots so that Prime Clerk, the Debtors' solicitation agent, actually receives such Ballots by the Voting Deadline, i.e., September 20, 2021 at 4:00 p.m. Assuming no Holders of General Administrative Claims, Priority Tax Claims, or Other Priority Claims return an Administrative/Priority Claim Consent Form opting out of their treatment under the Plan or object to the Plan, and that the Plan receives the requisite acceptances, the Debtors will seek the Court's approval of the Plan at the Confirmation Hearing. If any Holder of a General Administrative Claim, Priority Tax Claim or Other Priority Claim opts-out of their treatment under the Plan through the Administrative/Priority Claim Consent Form or by objecting to Confirmation of the Plan, the Debtors will be unable to confirm the Plan and these chapter 11 cases will likely be converted or dismissed. In light of the multiple communication attempts by Debtors and their advisors, the Debtors intend to rely on deemed consent to treatment under the Plan for those Holders of General Administrative Claims, Priority Tax Claims, and Other Priority Claims that have not opted in to the Settlement. Like in the prior iteration of the Plan, each Holder of an Allowed Class 3B Other Unsecured Claim shall receive its Pro Rata share of the General Unsecured Claims Recovery; and (ii) on the Effective Date any Avoidance Actions held by the Debtors or the Wind-Down Debtors against such Holder will be fully waived, released, and discharged. About Forever 21 Founded in 1984 by South Korean husband and wife team Do Won Chang and Jin Sook Chang and headquartered in Los Angeles, Calif., Forever 21, Inc. -- http://www.forever21.com/-- is a fast-fashion retailer of women's, men's and kids' clothing and accessories and is known for offering the hottest, most current fashion trends at a great value to consumers. Forever 21 delivers a curated assortment of new merchandise brought in daily. Forever 21, Inc. and seven of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12122) on Sept. 29, 2019. According to the petition, Forever 21 has estimated liabilities on a consolidated basis of between $1 billion and $10 billion against assets of the same range. As of the bankruptcy filing, the Debtors operated 534 stores under the Forever 21 brand in the U.S. and 15 stores under beauty and wellness brand, Riley Rose. The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez & Marsal as restructuring advisor; and Lazard as investment banker; and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel. Prime Clerk is the claims agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on Oct. 11, 2019. The committee is represented by Kramer Levin Naftalis & Frankel LLP and Saul Ewing Arnstein & Lehr LLP. Counsel to the administrative agent under the Debtors' prepetition revolving credit facility and the Debtors' DIP ABL financing facility are Morgan, Lewis & Bockius LLP and Richards, Layton & Finger, PA. Counsel to the administrative agent under the Debtors' DIP term loan facility is Schulte Roth & Zabel LLP. FOX SUBACUTE: Wins Cash Collateral Access Thru October 15 --------------------------------------------------------- Judge Henry W. Van Eck authorized (i) Fox Nursing Home Corp. d/b/a Fox Subacute at Warrington; (ii) Fox Subacute at Clara Burke, Inc.; (iii) Fox Subacute at Mechanicsburg, Inc.; and (iv) Fox Subacute at South Philadelphia, LLC to use, on an interim basis, the cash collateral in which PeoplesBank, A Codorus Valley Company, and Sabra Health Care Pennsylvania, LLC have interest. The Debtors are authorized to use the cash collateral, through and including the earlier to occur of (a) October 15, 2021; or (b) the occurrence of an event of default, to pay: * the expenses as set forth in the budget; * United States Trustee's fees; * the contingent fees to Weltman, Weinberg & Reis Co, LPA, as special counsel to the Debtor; and * professional fees and reimbursement of expenses allowed by the Court that the Bank and Sabra consent to being paid from cash collateral or for which the Bank's and/or Sabra's collateral is surcharged pursuant to Section 506(c) of the Bankruptcy Code. The Bank is granted a replacement lien on the post-petition assets of the Debtors and Sabra shall have a replacement lien on the post-petition assets of Debtor Clara Burke and Debtor Warrington with the same respective priorities as their pre-petition lien to the same extent that the Bank and Sabra would have had perfected liens on such assets absent the filing of the Petition, to the extent that cash collateral is used by the Debtors. To the extent that the other protections granted are insufficient to provide adequate protection for the Bank's and Sabra's interests in cash collateral, the Bank and Sabra are each granted a claim against the Debtors having (a) the same priority as United States Trustee's fees and professional fees and reimbursement for expenses allowed by the Court that are authorized to be paid from cash collateral; and (b) priority over any and all other administrative expenses. Judge Van Eck further ruled that: -- On or before the fifth day of each month during the Thirteenth Interim Period, the Debtors shall remit to the Bank a payment in the amount of all accrued and unpaid interest under the Note, and a payment for $50,000 to be applied to the principal balance outstanding under the Note; -- On or before the fifth day of each month during the Thirteenth Interim Period, Warrington shall pay $142,900 to Sabra, and Clara Burke shall pay $161,143 to Sabra as payment of the contractual base rent due pursuant to the terms of certain Lease Documents. Warrington and Clara Burke reserve all rights as to whether such base rent amounts constitute market rents; -- In each calendar month during the Thirteenth Interim Period, Clara Burke and Warrington shall each deposit 1/12 of the estimated annual School and Real Estate Taxes for each facility into one or more escrow accounts maintained by Sabra. Nothing in the order shall be construed as the consent or agreement of Sabra to the deferral of any other lease or rent obligations of Warrington or Clara Burke for any month beyond October 2021; -- During the Thirteenth Interim Period, the Debtors shall maintain Eligible Accounts Receivable (as defined in the Loan Agreement) and cash on deposit in concentration accounts maintained with the Bank such that the sum of 70% of the Eligible Accounts Receivable, plus 90% of cash on deposit in such accounts is at all times equal to or greater than 1.8 times the principal balance outstanding under the Note and the Loan Agreement; -- On or before the fifth day of each month during the Thirteenth Interim Period, the Debtors shall remit to the Bank an administrative fee of $500 to compensate the Bank for the personnel time required to monitor the Debtors' compliance with this Order, which payment shall not reduce the Debtors' obligations to the Bank under the Note or the Loan Agreement; and -- Clara Burke and Warrington shall, at all times during the thirteenth interim period, maintain in effect all insurance required by the Sabra Lease and shall provide all financial and operational reporting to Sabra as required by the Sabra Lease. Entry of the current Consent Order is without prejudice to Sabra's right to object to the use of cash collateral after the expiration of the Thirteenth Interim Period on any grounds and to seek additional protections. A copy of the Thirteenth Interim Order, along with copies of each Debtor's budget for the months of August, September and October 2021, is available for free at https://bit.ly/36QkrZh from PacerMonitor.com The final hearing on the Debtors' motions is continued to October 12, 2021 at 9:30 a.m. About Fox Subacute at Mechanicsburg Fox Subacute At Mechanicsburg, LLC is a skilled nursing facility in Pennsylvania that specializes in pulmonary, neurological, and rehabilitative care for patients with degenerative neurological and neuromuscular disease; and pulmonary care and ventilator requirements with an emphasis on vent weaning. Its facilities are located in Plymouth Meeting, Warrington, Mechanicsburg and Philadelphia, Pa., and are licensed by the PA Department of Health. On Nov. 1, 2019, Fox Subacute at Mechanicsburg and its affiliates sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No. 19-04714). Fox Subacute at Mechanicsburg was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. Judge Henry W. Van Eck oversees the cases. The Debtors tapped Cunningham, Chernicoff & Warshawsky, P.C. as bankruptcy counsel; Kennedy P.C. and Weltman, Weinberg & Reis Co., LPA as special counsel; Isdaner & Company, LLC as accountant; and Three Twenty-One Capital Partners, LLC as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 11, 2019. The committee is represented by Flaster/Greenberg P.C. FRANCESCA'S HOLDINGS: Liquidating Plan Confirmed by Judge --------------------------------------------------------- Judge Brendan L. Shannon has entered findings of fact, conclusions of law and order confirming the First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation of FHC Holdings Corporation (f/k/a Francesca's Holdings Corporation,), FHC LLC (f/k/a Francesca's, LLC), FHC Collections, Inc. (f/k/a Francesca's Collections, Inc.), and Francesca's FHC Services Corporation (f/k/a Francesca's Services Corporation), (each a "Debtor" and collectively, the "Debtors"). The Plan provides for the dissolution and winding down of the Debtors' business and appointment of the Plan Administrator as the sole manager, officer, and representative of the Fran Liquidation Estates. Accordingly, the Plan satisfies the requirements of section 1123(a)(7) Bankruptcy Code. The scope of the Mutual Release is appropriately tailored under the facts and circumstances of the Chapter 11 Cases, and parties received due and adequate notice of the Mutual Release. In light of, among other things, the value provided by the Released Parties to the Debtors' Estates and the critical nature of the Mutual Release to the Plan, the Mutual Release is approved. The Plan is the product of arm's length negotiations between the Debtors and the Committee. The Plan itself and the process leading to its formulation provide independent evidence of the Debtors' good faith, serve the public interest, and assure fair treatment of Holders of Claims and Equity Interests. The Debtors shall fund Distributions under the Plan with: (a) Cash on hand, (b) the Promissory Note, and (c) all other proceeds, if any, generated from the liquidation of the Estate Assets, including, without limitation, any Pre-Closing Tax Refunds. Liens securing claims of the United States shall be retained until the claim, with interest, is paid in full. Administrative Claims of the United States Allowed pursuant to the Plan or the Bankruptcy Code shall accrue interest and penalties as provided by non-bankruptcy law until paid in full in accordance with section 1129(a)(9)(A) of the Bankruptcy Code. A copy of the Plan Confirmation Order dated July 20, 2021, is available at https://bit.ly/3ruLyCu from PacerMonitor.com at no charge. Co-Counsel to the Debtors: Mark D. Collins Michael J. Merchant Jason M. Madron RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com merchant@rlf.com madron@rlf.com Maria J. DiConza Joseph Zujkowski Diana M. Perez O'MELVENY & MYERS LLP Times Square Tower Seven Times Square New York, New York 10036 Telephone: (212) 326-2000 Facsimile: (212) 326-2061 E-mail: mdiconza@omm.com jzujkowski@omm.com dperez@omm.com About Francesca's Holdings Francesca's Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-13076) on Dec. 3, 2020. Francesca's Holdings had total assets of $264.7 million and total liabilities of $290.5 million as of Nov. 1, 2020. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped O'Melveny & Myers LLP and Richards, Layton & Finger P.A. as legal counsel; FTI Capital Advisors LLC as financial advisor and investment banker; A&G Realty Partners as real estate advisor; and KPMG LLP as tax and accounting advisor. Bankruptcy Management Solutions Inc. is the notice, claims and balloting agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' cases. Cole Schotz P.C. and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. FURNITURE FACTORY: Unsec. Creditors to Recover .02% to 3% in Plan ----------------------------------------------------------------- Furniture Factory Ultimate Holding, L.P. and its affiliates, submitted a Disclosure Statement with respect to First Amended Joint Plan of Liquidation dated July 20, 2021. The Plan provides for the substantive consolidation of the Debtors since the Debtors' operations were consolidated primarily through Furniture Factory Outlet, LLC and the assets available for distribution are primarily from the proceeds of the settlement with the First Lien Lender under the Settlement Term Sheet. Vesting of Assets and Causes of Action. Except as otherwise provided in the Plan or any agreement, instrument or other document incorporated in the Plan, on the Effective Date, all of the Liquidation Trust Assets and Cause of Action not previously released or released or exculpated under the Plan shall immediately vest in the Liquidation Trust. The Debtors anticipate that depending on the timing of payments to Allowed Administrative Claims, Allowed Priority Claims and Professional Fee Claims, approximately $1,260,000 should vest with the Liquidation Trust. The Committee contends that there exists various claims, defenses and causes of action against Sun Capital Partners and certain of the Debtors' and Sun Capital Partners' current and former Affiliates, subsidiaries, beneficial owners, current or former officers, directors, managers, principals, shareholders and direct and indirect equity holders, general partners, limited partners, and members, in its capacity as such, arising at any time prior to the Petition Date. Such claims, defenses and causes of action not previously released or released or exculpated under the Plan shall vest with the Liquidation Trust to be pursued by the Liquidation Trustee in the sole discretion of the Liquidation Trustee. The Plan will treat claims as follows: * Class 1 consists of the Secured Tax Claims. Paid in full pursuant to Plan unless otherwise paid pursuant to other Bankruptcy Court Order. * Class 2 consists of Other Secured Claims. Paid in full pursuant to Plan unless otherwise paid pursuant to other Bankruptcy Court Order. * Class 3 consists of Other Priority Claims. Paid in full pursuant to Plan unless otherwise paid pursuant to other Bankruptcy Court Order. * Class 5 consists of the 2019 Credit Agreement Claims. The Committee contests and the Liquidation Trust will object to the extent, validity, and priority of the 2019 Credit Agreement Claims. * Class 6 consists of Grid Note Claims. The Committee contests and the Liquidation Trust will object to the extent, validity, and priority of the Grid Note Claims. * Class 7 consists of General Unsecured Claims. Approximately 3% to approximately .02% if Class 5 and Class 6 shares in distribution with Class 7. Each holder of such Allowed General Unsecured Claim shall receive its pro rata share of the Beneficial Trust Interests, which Beneficial Trust Interests shall entitle the holders thereof to receive their pro rata share of the Liquidation Trust Assets. The Debtors have filed or will have filed prior to the Solicitation Date, objections to the following Claims: Claim No. 148 filed by Carpenter Co.; Claim Nos. 164 and 222 filed by Gateway Retail Partners III, LLC; Claim Nos. 127, 129, and 131 filed by Rosenthal & Rosenthal, Inc. For avoidance of doubt, for purposes of this Plan the 2019 Credit Agreement Claims and Grid Note Claims are not deemed or treated as Allowed Claims. Distributions under the Plan on account of the Beneficial Trust Interests will be funded by the Liquidation Trust Assets. All other distributions under the Plan, other than distributions on account of Beneficial Trust Interests, will be funded by the Liquidation Trust Claims Reserve or the Professional Fee Claims Reserve. On the Effective Date, the Debtors shall fund the Liquidation Trust Claims Reserve, and Professional Fee Claims Reserve in full in Cash. A full-text copy of the First Amended Joint Plan dated July 20, 2021, is available at https://bit.ly/3BvlvzH from Stretto, the claims agent. Counsel for the Debtors: Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. Sally E. Veghte, Esq. Klehr Harrison Harvey Branzburg LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 About Furniture Factory Ultimate Holding Furniture Factory Outlet, LLC retails furniture and accessories products and serves customers in the United States. It was founded in 1984 in Muldrow, Okla., around an original concept of providing quality furniture at highly competitive prices with its "lowest price every day" guarantee. Furniture Factory and its affiliates, including Furniture Factory Outlet, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12816) on November 5, 2020. Furniture Factory was estimated to have $10 million to $50 million in assets and liabilities. The Honorable John T. Dorsey is the case judge. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as legal counsel, Focalpoint Securities LLC as an investment banker, RAS Management Advisors LLC as a financial advisor, and B. Riley Real Estate, LLC as their real property lease consultant. Stretto is the claims agent. GAINCO INC: Seeks to Amend Fourth Cash Collateral Order ------------------------------------------------------- Gainco, Inc. asks the U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, to modify fourth interim order authorizing use of cash collateral. An immediate need exists to modify the Fourth Interim Order because the Debtor must maintain insurance coverage in order to continue to operate its business. Yellowstone Capital LLC, Traditions Commercial Finance, LLC, Payroll Funding Company LLC, CHTD Company, and Affiliated Funding Corporation assert a security interest in the Debtors' cash and receivables. On April 30, 2021, the Debtor filed its Emergency Motion for Interim and Final Order Authorizing Use of Cash Collateral Pursuant to 11 U.S.C. section 363, Rule 4001(b) of the Federal Rules of Bankruptcy Procedure. On May 4, 2021, the Court entered the Interim Cash Collateral Order. Since that date, the Court has entered three successive interim orders authorizing the Debtor's continued use of cash collateral. Currently, the Debtor is operating pursuant to the provisions of the Fourth Interim Order. The budget attached to the Fourth Interim Order provides for a July insurance expense in the amount of $37,250. After the entry of the Fourth Interim Order, the Debtor received a coverage quote and, as set forth in the Debtor's Emergency Motion for Approval of Commercial Insurance Premium Finance Agreement, has sought court approval of the renewal of its insurance policy providing general liability, pollution legal liability, auto liability and excess liability coverage. The down payment required for the insurance coverage is $42,000. Coupling the $42,000 down payment with the Debtor's other regular monthly insurance premiums, the Debtor's July insurance obligations will be $59,600. Although there is currently a court-approved expense contingency in the budget attached to the Fourth Interim Order, it will not be sufficient to satisfy the entire July insurance premiums. Therefore, the Debtor requests that the Court modify the Fourth Interim Order so that the Debtor is authorized to use an additional $5,000 in cash collateral (if any exists) in order allow for the payment of the Debtor's July insurance premiums. The Debtor will use $5,000, the budgeted $37,250 and a portion of the approved contingency to pay such premiums. As of July 20, 2021, the Debtor had approximately $787,000 in collectible accounts receivable, which is approximately $383,500 more than the receivable balance as of the Petition Date. As a result, the Debtor contends, the Alleged Secured Creditors will be adequately protected pursuant to the terms of the Fourth Interim Order, as modified. The Debtor's counsel has requested the Alleged Secured Creditors if they will consent to increase the total budgeted July expenses by $5,000. Traditions has not responded but First Community Bank has consented to such increase. A copy of the motion is available at https://bit.ly/3x0qFQG from PacerMonitor.com. About Gainco, Inc. Gainco, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. 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. is the Debtor's counsel. GATEWAY VENTURES: Unsecureds Other Than Westar Will be Paid in Full ------------------------------------------------------------------- The Gateway Ventures LLC submitted a Plan and a Disclosure Statement. The Debtor believes that its property in El Paso, Texas, as of the Petition Date possessed a stabilized value of $15,000,000. Certain investment fund(s) for which Legalist DIP GP, LLC serves as general partner holds a first consensual lien against the subject property in the amount of original principal amount of $10,000,000 as of June 24, 2021 under the DIP Credit Agreement approved by the Court on June 23, 2021. The claim of Legalist is an allowed secured claim pursuant to the DIP Order. The Maturity Date of the Legalist facility is December 21, 2021, and TGV calculates that the total balance due at maturity would be $11,102,000.00 if no portions of the principal were to be paid down prior to maturity. Ashish Nayyar, Rahim Noorani, Deepesh Shrestha, and Umesh Shrestha (collectively, the "Noorani Parties") as of the Petition Date possess a judgment lien against the Subject Property in the face amount of $1,790,000.00. Under the Plan, secured claims will be paid in full according to the claim(s) filed or pursuant to the agreement of the parties. General unsecured creditors other than the Westar Litigation Parties will receive payment in full. On or about May 2, 2021, the Westar Parties removed Cause No. 2020DCV0914, Westar Investors Group, LLC, Suhail Bawa and Saleem Makani vs. The Gateway Ventures, LLC, PDG Prestige, Inc., Michael Dixson, Suresh Kumar, and Bankim Bhattto this case and this Court where it was assigned Adversary Proceeding No. 21, 03009 (the "Westar Lawsuit"). In short, the Westar Lawsuit involves a dispute over the characterization and use of certain funds provided by Westar Investors Group, LLC, to TGV and then internal disputes among the individuals who contributed the funds to Westar. Payments and distributions under the Plan will be funded by the sale of and/or development of the Subject Property according to the development plan of the Debtor. Attorneys for the Debtor: Jeff Carruth WEYCER, KAPLAN, PULASKI & ZUBER, P.C. 3030 Matlock Rd., Suite 201 Arlington, TX 76015 Tel: (713) 341-1158 Fax: (866) 666-5322 E-mail: jcarruth@wkpz.com A copy of the Disclosure Statement dated July 14, 2021, is available at https://bit.ly/3idmQCA from PacerMonitor.com. About The Gateway Ventures The Gateway Ventures, LLC owns and is the developer of a 19+ tract of real property El Paso, El Paso County, Texas, commonly referred to as 6767 W. Gateway Blvd., El Paso, Texas 79925 and 1122 Airway Blvd., El Paso, TX 79925. The Gateway Ventures, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-30071) on Feb. 2, 2021, listing under $1 million in both assets and liabilities. Judge H. Christopher Mott oversees the case. Weycer, Kaplan, Pulaski & Zuber, PC, serves as the Debtor's counsel. GLATFELTER CORP: Moody's Puts Ba2 CFR Under Review for Downgrade ---------------------------------------------------------------- Moody's Investors Service placed the Ba2 corporate family rating, Ba2-PD probability of default rating and the Ba2 senior unsecured debt rating of Glatfelter Corporation under review for downgrade. The review follows the company's announcement that it has signed an agreement to acquire Jacob Holm (unrated), a global manufacturer of nonwoven fabrics, for an enterprise value of approximately $308 million (including the extinguishment of debt). "The review for downgrade was prompted by the possibility that Glatfelter's leverage and interest coverage credit metrics will weaken following the acquisition of Jacob Holm" said Aziz Al Sammarai, Moody's Analyst. On Review for Downgrade: Issuer: Glatfelter Corporation Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD Senior Unsecured Bank Credit Facility, Placed on Review for Downgrade, currently Ba2 (LGD4) Outlook Actions: Issuer: Glatfelter Corporation Outlook, Changed To Rating Under Review From Stable Issuer: Glatfelter Corporation Speculative Grade Liquidity Rating, Remains at SGL-1 RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's review will focus on: the anticipated operating and financial performance of the combined company, the amount of acquisition debt financing taken to fund the transaction, post-closing credit metrics, taking into consideration the ability and willingness of Glatfelter to deleverage its balance sheet, the size and pace of any cost synergies that can be realized, and the company's ability to maintain strong liquidity. The transaction is expected to close by year end 2021 and is subject to regulatory approval and other customary closing conditions. Glatfelter has obtained committed financing for this transaction and intends to fund the acquisition with unsecured debt. The principal methodology used in these ratings was Paper and Forest Products Industry published in October 2018. Headquartered in Charlotte, North Carolina, Glatfelter is a manufacturer of fiber-based engineered materials, including food & beverage filtration papers, wallpaper stock, materials for feminine hygiene products, adult incontinence products, cleaning pads, table top products and specialty wipes. The company's sales LTM March 2021 were just over $900 million. Headquartered in Basel, Switzerland, Jacob Holm is a manufacturer of spunlace nonwoven fabrics for cleaning, high-performance materials, personal care, hygiene and medical applications. The company's sales LTM June 2021 were about $400 million. GVS TEXAS: Seeks to Tap Houlihan Lokey Capital as Financial Advisor ------------------------------------------------------------------- GVS Texas Holdings I, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Houlihan Lokey Capital, Inc. as financial advisor and investment banker. Houlihan Lokey will render these services: (a) conduct financial review and analysis of the Debtors' assets, operations, and prospects; (b) assess the Debtors' debt and other obligations; (c) assist in developing financial data and presentations for the Debtors' board and stakeholders; (d) provide strategic and financial advice; (e) assist in negotiating, evaluating and structuring potential transactions and related implementation strategies; (f) assist in the development and distribution of selected information, documents and other materials; (g) assist in the solicitation of refinancing proposals; (h) provide advice in structuring the securities evidencing new investments and the restructuring of the Debtors' existing debt obligations; (i) assist with respect to valuation matters; (j) evaluate significant aspects of the Debtors' near-term liquidity, and available financing and capital raising alternatives; (k) develop options and strategies for a financial restructuring and/or other strategic alternatives for the Debtors; (l) attend meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties; (m) assist Sidley Austin LLP in the provision of legal advice to the Debtors; and (n) provide such other financial advisory and investment banking services. Houlihan Lokey will be compensated based on the fee and expense structure below: (a) Monthly fee of $200,000; (b) Base financing transaction fees equal to the sum of: (i) 1.5 percent of the gross proceeds of any new senior secured indebtedness; (ii) 3 percent of the gross proceeds of any other new secured or unsecured indebtedness; and (iii) 4.5 percent of the gross proceeds of all new equity or equity-linked securities; (c) Base recapitalization transaction fee of $4,000,000; (d) Sale transaction fee equal to the greater of (i) 1.5 percent of the aggregate gross consideration (AGC) of each sale transaction, plus 3 percent and 5 percent, respectively, of the AGC above AGC thresholds to be agreed to with the Debtors, and (ii) $500,000 per each of the first two sale transactions and $250,000 for each subsequent sale transaction. In the 90 days prior to the petition date, an affiliate of the Debtors paid Houlihan Lokey $1 million on account of a certain up-front fee owed pursuant to the terms of the engagement agreement. Matthew Niemann, managing director at Houlihan Lokey Capital, 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: Matthew R. Niemann Houlihan Lokey Capital, Inc. 1025 Constellation Boulevard, 5th Floor Los Angeles, CA 90067 Telephone: (310) 553-8871 Facsimile: (310) 553-2173 About GVS Texas GVS Texas Holdings I, LLC and its affiliates are primarily engaged in renting and leasing a wide array of properties functioning principally as self-storage and parking facilities in 64 locations in Texas, Colorado, Illinois, Indiana, Mississippi, Missouri, Nevada, New York, Ohio, and Tennessee. Six of the properties are in the Dallas-Fort Worth Metroplex, with an additional 28 located elsewhere in Texas. The properties are managed by Great Value Storage, LLC. GVS Texas Holdings I and its affiliates sought Chapter 11 protection (Bankr. N. D. Texas Lead Case No. 21-31121) on June 17, 2021. The parent entity, GVS Portfolio I C, LLC, filed a voluntary Chapter 11 petition (Bankr. N. D. Texas Case No. 21-31164) on June 23, 2021. GVS Portfolio's case is jointly administered with that of GVS Texas Holdings I. Judge Michelle V. Larson oversees the cases. In its petition, GVS Texas Holdings I listed disclosed $100 million to $500 million in both assets and liabilities. The Debtors tapped Sidley Austin, LLP as bankruptcy counsel and Houlihan Lokey Capital, Inc. as financial advisor and investment banker. HAMILTON PROJECTS: Moody's Affirms B1 on Secured Credit Facilities ------------------------------------------------------------------ Moody's Investors Service affirmed Hamilton Projects Acquiror, LLC's (HPA) B1 rating on its senior secured credit facilities with a stable outlook. RATINGS RATIONALE The affirmation of HPA's B1 rating considers the energy hedging program implemented by the project and considers the continued improvement in forward looking energy margins. Since financial close in June 2020, the project has implemented forward power sales and associated gas purchases resulting in an estimated gross hedged margin of around $73 million from July 2021 through December 2022. Additionally, forward looking energy margins are around 30% higher for 2022 and 2023 compared to around a year ago excluding any potential carbon compliance costs. To the extent the higher energy margins are realized without any carbon compliance costs, the project should achieve stronger than originally expected financial metrics with debt service coverage ratio (DSCR) above 2.0x and Project CFO to Debt at around 9% to 11% over the next three years. That said, the rating affirmation also considers uncertainty as to whether Pennsylvania will join the Regional Greenhouse Gas Initiative's (RGGI) carbon cap and trade market that could occur as early as 2022. To the extent the project has to pay for RGGI costs and forward implied margins do not materially improve, Moody's expect HPA will have DSCR averaging 1.70x and Project CFO to Debt of 6.4%, which is modestly better than Moody's original expectations. Given the uncertainty of whether Pennsylvania will join RGGI, Moody's expect the project will have financial results somewhere in between the two forecasts Furthermore, the rating affirmation recognizes that the negative power pricing basis relative to the regional hubs continues even after local transmission system improvements. Other important developments over the last year is Moody's understanding that funds managed by Carlyle have completed its purchase of EIG's 50% stake in HPA in June 2021 and the revision of HPA's gas supply and long term services agreements. Moody's see the increased stake in the project by Carlyle as highlighting the sponsor's view of the project's improved attractiveness and economic outlook. HPA's rating also considers the strong competitive position of the two combined cycle plants in PJM, known capacity prices through May 2023, some diversification as a two-asset portfolio, and typical project finance 'B' loan protections. High efficiency, attractively priced fuel from the Marcellus shale, and low fuel transportation costs support the projects' competitive position. The issuer's credit quality also considers the full exposure to energy price risk and uncertain capacity prices post-May 2023. Merchant market risk for both power and capacity represents the greatest risk driver for the issuer, which the hedging program should partially reduce the risk over the next 12-18 months. On capacity, the most recent price of $95.8/MW-day for the 2022-2023 period is negative since it represents a 32% drop over the prior price of $140/MW-day and is around 22% lower than the original management base case. That said, the improvement in forward energy margins partially offsets the lower than expected capacity revenue in Moody's Case and Moody's expect financial metrics to be above Moody's downgrade thresholds. Rating Outlook The stable rating outlook reflects Moody's conservative expectations that the project should be able to at least achieve financial metrics in line with Moody's original expectations with DSCR above 1.60x and Project CFO to Debt above 6%. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to a rating upgrade The Project's rating could be upgraded if the project successfully executes additional hedging on a sustained and consistent basis leading to DSCR above 2.0x and Project CFO to debt above 10%. Factors that could lead to a rating downgrade The project's rating could decline if the project incurs major operational problems, future PJM capacity auctions result in materially lower prices or if HPA's DSCR and Project CFO to Debt falls below 1.50x and 5%, respectively, on a sustained basis. Profile Hamilton Projects Acquiror, LLC (HPA) own two combined cycle gas fired plants located in Pennsylvania consisting of the 829 MW Liberty Energy Center (Liberty) and 859 MW Patriot Energy Center (Patriot) plants. Both projects reached commercial operations in 2016 and utilize Siemens SGT6 8000H turbines. HPA sells power into PJM on a merchant basis and capacity into PJM's MAAC region. Carlyle Power Partners II, L.P., a fund managed by the Carlyle Group (Carlyle) owns the borrower. The principal methodology used in these ratings was Power Generation Projects Methodology published in June 2021. HOOD LANDSCAPING: Unsecured Creditors to Split $150K over 6 Years ----------------------------------------------------------------- Hood Landscaping Products, Inc., submitted an Amended Disclosure Statement describing Plan of Reorganization dated July 20, 2021. Class 2 claim of Citizens Community Bank. No payments will be made on the secured claim and the debtor will surrender its interest in the following collateral: 2005 Chevrolet Silverado truck K250, 2007 Chevrolet Tahoe, 2012 GMC Sierra truck K 1500S and 2014 Ford F250 truck. Any deficiency claim which may result will be included in Class 4. Class 2 claim of BMO Harris Bank. No payments will be made on the secured claim and the debtor will surrender its interest in the following collateral: 2016 International truck; 2012 Peterbilt truck; 2009 Peterbilt truck; and 2015 International truck. Any deficiency claim will be included in Class 4. Class 2 claim of Siemens Financial Services, Inc. No payments will be made on the claim and the debtor will surrender its interest in the following collateral: 2014 International 9000I Series Cab Tractor. Any deficiency claim will be included in Class 4. Class 2 claim of Wells Fargo Equipment Finance. The debtor will retain the following collateral securing the claim: CEC 5X12 Screen-It and 2015 Peerless Walking Floor Trailer. The debtor will surrender its interest in the remaining collateral, which is a Tigercat Model 620E Dual Arch Skidder and not make any payments on this claim. Any deficiency claim which may result will be included in Class 4. Class 4 consists of unsecured creditors. The debtor will pay Class 4 claims a total of $150,000 over six years. The $150,000 will be paid via monthly pro-rata disbursements. Monthly payments/disbursements will commence no later than the last day of the 6th full month after the effective date of the plan. The monthly disbursement amount to individual creditors in Class 4 will be a pro-rated amount of the total monthly payment based on the amount of each individual claim compared to the total amount of all claims. Payments and distributions under the Plan will be funded by post-petition income from operation of the debtor's business. The source of revenue will be from sales. Based on the expected income and expenses, the debtor believes that it has the ability to make payments provided for under the plan and pay operating expenses to continue in business. Scot Corbett became the new manager for the debtor in July 2021. Post-confirmation compensation to Scot Corbett will be a salary of $500 per week provided that the debtor's net income available after payment of operating costs, overhead expenses and plan payments is sufficient to pay this compensation. A full-text copy of the Amended Disclosure Statement dated July 20, 2021, is available at https://bit.ly/3kOyAOv from PacerMonitor.com at no charge. Attorney for the Debtor: Thomas D. Lovett, Esq. Kelley, Lovett & Blakey, P.C. 2912-B North Oak Street Valdosta, GA 31602 Tel: (229) 242-8838 E-mail: tlovett@kelleylovett.com About Hood Landscaping Hood Landscaping Products, Inc., a wholesaler of landscaping equipment and supplies in Adel, Ga., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 19-70644) on June 3, 2019. In the petition signed by Leon Hood, chief financial officer, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Judge John T. Laney III presides over the case. Kelley, Lovett, Blakey & Sanders, P.C., is the Debtor's counsel. IMERYS TALC: Fineman, et al. Represent AWKO PI Claimants -------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Fineman Krekstein & Harris PC, KTBS LAW LLP and Aylstock, Witkin, Kreis & Overholtz, PLLC submitted a verified statement to disclose that they are representing the AWKO Plaintiffs in the Chapter 11 cases of Imerys Talc America, Inc., et al. Each of the AWKO Plaintiffs has, individually, retained AWKO to represent him or her as counsel in connection with, among other things, Talc Personal Injury Claims against one or more of the above-captioned debtors or certain of their subsidiaries and affiliates. On or about April 14, 2021, AWKO retained KTBS Law LLP as special bankruptcy counsel. On or about April 19, 2021, AWKO retained Fineman Krekstein & Harris PC as Delaware special bankruptcy counsel. AWKO does not represent the AWKO Plaintiffs as a "committee" or a "group" and does not undertake to represent the interests of, and is not a fiduciary for, any creditor, party in interest, or other entity that has not signed a retention agreement with AWKO. As of July 16, 2021, each of the AWKO Plaintiffs and their disclosable economic interests are: Angela * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated Hazel * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated Darlene * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated Icie * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated Jacqueline * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated Glee * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated Margaret * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated Frances * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated Carol * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated Dinah * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated Gladys * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated Carolyn * Nature of Claim: Talc Personal Injury * Amount of Claim: Unliquidated The information set forth in Exhibit A is based on information provided to AWKO by the AWKO Plaintiffs and is intended only to comply with Bankruptcy Rule 2019 and not for any other purpose. Certain of the AWKO Plaintiffs listed on Exhibit A has filed a proof of claim in these chapter 11 cases, although there is no deadline requiring them to do so. The fact that a proof of claim has not been filed by any other holders of Talc Personal Injury Claims that are or become clients of AWKO shall not be deemed a waiver of any claims by such holders of Talc Personal Injury Claims against the Debtors or their estates, or of any other right or claim. Counsel to the AWKO Plaintiffs can be reached at: FINEMAN KREKSTEIN & HARRIS PC Deirdre M. Richards, Esq. 1300 North King Street Wilmington, DE 19801 Telephone: (302) 538-8331 Facsimile: (302) 394-9228 Email: drichards@finemanlawfirm.com - and - KTBS LAW LLP Michael L. Tuchin, Esq. Robert J. Pfister, Esq. Samuel M. Kidder, Esq. 1801 Century Park East, 26th Floor Los Angeles, CA 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Email: mtuchin@ktbslaw.com rpfister@ktbslaw.com skidder@ktbslaw.com - and - AYLSTOCK, WITKIN, KREIS & OVERHOLTZ, PLLC Justin Witkin, Esq. 17 East Main Street, Suite 200 Pensacola, FL 32502 Telephone: (850) 202-1010 Email: jwitkin@awkolaw.com A copy of the Rule 2019 filing is available at https://bit.ly/3rsO78j at no extra charge. About Imerys Talc America Imerys Talc America, Inc. and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling and distributing talc. Its talc operations include talc mines, plants and distribution facilities located in Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, Calif., and Roswell, Ga. Imerys Talc America and its subsidiaries, Imerys Talc Vermont, Inc. and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as their legal counsel, Alvarez & Marsal North America, LLC as financial advisor, and CohnReznick LLP as restructuring advisor. Prime Clerk, LLC, is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of tort claimants in the Debtors' Chapter 11 cases. The tort claimants' committee is represented by Robinson & Cole, LLP. IONIX TECHNOLOGY: TAAD LLP Replaces Prager Metis as Auditor ----------------------------------------------------------- Ionix Technology, Inc. dismissed Prager Metis CPAs LLC as the Company's independent registered public accounting firm, effective July 16, 2021. The decision to change accountants was approved by the Company’s Audit Committee and Board of Directors. Prager's report on the Company's financial statements as of and for the fiscal years ended June 30, 2020 and June 30, 2019 (which included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern) did not contain an adverse opinion or a disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope or accounting principles. As of the date of the dismissal, Prager did not complete its audit of the Company's consolidated financial statements for the fiscal year ended June 30, 2021. Since Prager's appointment on Oct. 16, 2018, and through the date of the dismissal, there were (i) no disagreements with Prager on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, which disagreements if not resolved to their satisfaction would have caused Prager to make reference to the subject matter of the disagreements in connection with its reports on the Company's consolidated financial statements for such periods, and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K. Effective July 16, 2021, the Company engaged TAAD LLP as the Company's new independent registered public accounting firm. The decision to change accountants was approved by the Company's Audit Committee and Board of Directors. During the two most recent fiscal years ended June 30, 2021 and June 30, 2020 and during the subsequent interim period from June 30, 2021 through July 16, 2021, neither the Company nor anyone on its behalf consulted TAAD regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that TAAD concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a "disagreement" or a "reportable event", each as defined in Regulation S-K Item 304(a)(1)(iv) and 304(a)(1)(v), respectively. About Ionix Technology Ionix Technology, Inc. (formerly known as Cambridge Projects Inc.), a Nevada corporation, was formed on March 11, 2011. The Company was originally formed to pursue a business combination through the acquisition of, or merger with, an operating business. Since January 2016, the Company has shifted its focus to becoming an aggregator of energy cooperatives to achieve optimum price and efficiency in creating and producing technology and products that emphasize long life, high output, high energy density, and high reliability. By and through its wholly owned subsidiary, Well Best and the indirect subsidiaries, Baileqi Electronics, Lisite Science, Welly Surplus, Fangguan Photoelectric, Fangguan Electronics and Shizhe New Energy, the Company has commenced its main operations of high-end intelligent electronic equipment and photoelectric display products, became the New energy service provider and IT solution provider, which are in the new-type rising industries. Ionix reported a net loss of $277,668 for the year ended June 30, 2020. For the nine months ended March 31, 2021, the Company reported a net loss of $1 million. As of March 31, 2021, the Company had $18.76 million in total assets, $7.75 million in total liabilities, and $11.01 million in total stockholders' equity. The Company had an accumulated deficit of $741,820 as of March 31, 2021. The Company incurred loss from operation and did not generate sufficient cash flow from its operating activities for the nine months ended March 31, 2021. The Company said these factors, among others, raise substantial doubt about its ability to continue as a going concern. ISLA DEL CARIBE: Seeks to Hire Jose A. Diaz Crespo as Accountant ---------------------------------------------------------------- Isla del Caribe Development, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Jose A. Diaz Crespo, a certified public accountant at Dage Consulting CPA's, PSC. The accountant will render these services: (a) assist the Debtor and its attorney in documenting the reorganization plan to be filed in its Chapter 11 case; (b) prepare monthly operating reports and all necessary tax returns; (c) assist the Debtor and its attorney in all matters related to court instructions, transactions, and information requests of an accounting or financial nature; and (d) provide consulting services. The hourly rates of the firm's professionals are as follows: Jose A. Diaz Crespo $160 per hour Senior Accountant $85 per hour Staff Accountant $65 per hour In addition, the accountant will seek reimbursement for expenses incurred. A retainer fee of $2,500 has been required in this case and will be paid by Yoanaliz Santana Agosto, the Debtor's shareholder. Mr. Diaz Crespo disclosed in a court filing that he and his firm are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Jose A. Diaz Crespo, CPA Dage Consulting CPA's, PSC 340 Industrial Victor Fernandez Suite 201B San Juan, PR 00926 Telephone: (787) 428-3388 Email: jdiaz@dageconsulting.com About Isla del Caribe Development Naguabo, P.R.-based Isla del Caribe Development, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 21-02191) on July 19, 2021. Joe Santana Maldonado, president, signed the petition. At the time of the filing, the Debtor disclosed total assets of $1,335,000 and total liabilities of $660,493. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor tapped C. Conde & Assoc. as legal counsel and Jose A. Diaz Crespo, CPA, at Dage Consulting CPA's, PSC as accountant. ISLA DEL CARIBE: Seeks to Tap C. Conde & Assoc. as Legal Counsel ---------------------------------------------------------------- Isla del Caribe Development, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ C. Conde & Assoc. to serve as legal counsel in its Chapter 11 case. The firm will render these legal services: (a) advise the Debtor regarding its duties, powers and responsibilities in its Chapter 11 case; (b) advise the Debtor whether a reorganization is feasible and, if not, assist the Debtor in the orderly liquidation of its assets; (c) assist the Debtor with respect to negotiations with creditors; (d) prepare legal papers; (e) appear before the bankruptcy court, or any court in which the Debtor asserts a claim interest or defense related to this case; and (f) perform such other legal and necessary notary services. The hourly rates of the firm's attorneys and staff are as follows: Carmen D. Conde Torres, Senior Attorney $350 per hour Associates $300 per hour Junior Attorney $275 per hour Paralegal/Law Clerk $150 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $17,500 from Yoanaliz Santana Agosto, the Debtor's shareholder. Carmen Conde Torres, Esq., senior attorney at C. Conde & Assoc., 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: Carmen D. Conde Torres, Esq. C. Conde & Assoc. 254 De San Jose Street, Suite 5 Old San Juan, PR 00901-1523 Telephone: (787) 729-2900 Facsimile: (787) 729-2203 Email: condecarmen@condelaw.com About Isla del Caribe Development Naguabo, P.R.-based Isla del Caribe Development, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 21-02191) on July 19, 2021. Joe Santana Maldonado, president, signed the petition. At the time of the filing, the Debtor disclosed total assets of $1,335,000 and total liabilities of $660,493. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor tapped C. Conde & Assoc. as legal counsel and Jose A. Diaz Crespo, CPA, at Dage Consulting CPA's, PSC as accountant. IVEDIX INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: IVEDiX, Inc. 11 Schoen Place Pittsford, NY 14534 Business Description: IVEDiX, Inc. is an information technology and services provider. Chapter 11 Petition Date: July 23, 2021 Court: United States Bankruptcy Court Western District of New York Case No.: 21-20453 Judge: Hon. Warren, USBJ Debtor's Counsel: Curtis A. Johnson, Esq. BOND, SCHOENECK & KING, PLLC 350 Linden Oaks, Third Floor Rochester, NY 14625 Tel: (585) 362-4700 E-mail: cjohnson@bsk.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rajesh Kutty, chief executive officer. 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/XIAFTFQ/IVEDiX_Inc__nywbke-21-20453__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WXX3N7I/IVEDiX_Inc__nywbke-21-20453__0001.0.pdf?mcid=tGE4TAMA JACKSON DURHAM: Wins Final Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, has authorized Jackson Durham Floral-Event Design, LLC to use cash collateral on a final basis in accordance with the budget. The Debtor is authorized to use cash collateral nunc pro tunc to the Petition Date. The Debtor is not authorized to exceed 110% of the aggregate cap for any operating expense line item within a weekly budget period absent additional authorization of the Court. The Debtor said its ability to finance its operations and complete a successful Chapter 11 reorganization requires continued use of cash collateral. Multiple parties assert an interest in the Debtor's cash collateral. These parties are: 1. CHTD Company filed a UCC-1 financing statement, Document No. 834009230001, with the Texas Secretary of State, asserting a lien in substantially all of the Debtor's assets. This lien secures that certain secured promissory note in favor of Swift Financial, LLC, as servicing agent for WebBank. 2. Pinnacle Bank filed a UCC-1 financing statement, Document No. 936440590001, with the Texas Secretary of State, asserting a lien in substantially all of the Debtor's assets. This lien secures that certain secured promissory note in favor of Pinnacle Bank. 3. Sirrom Partners, L.P. filed a UCC-1 financing statement, Document No. 936129840001, with the Texas Secretary of State, asserting a lien in substantially all of the Debtor's assets. This lien secures that certain secured promissory note in favor of Sirrom. The Sirrom loan was approved as a debtor-in-possession loan by order of the Court on February 14, 2020 (Doc. No. 99, Case No. 3:20-bk-00122), and Sirrom was granted a priming position over Pinnacle. Sirrom is a related entity to the Debtor and is owned, in part (less than 5%), by entities in which Sara Morris Garner has an ownership interest. Ms. Garner has no control over the business affairs of Sirrom. As adequate protection for the Debtor's use of cash collateral, the Secured Creditors will receive a replacement security interest under Section 361(2) of the Bankruptcy Code in the Debtor's post-petition property and proceeds thereof to the same extent and priority as each Secured Creditors' purported security interest in Debtor's pre-petition property and the proceeds thereof. The Debtor will make monthly payments of interest only, beginning July 1 and on the first of each month thereafter, to Pinnacle Bank, which payments are approximately $1,800. The limitation of interest accrual for the Debtor's junior Secured Creditor will benefit the Debtor's remaining priority and unsecured creditors during the pendency of the case. The replacement liens and security interests granted will be deemed perfected upon entry of the Order without the necessity of any of the Secured Creditors taking possession of any collateral or filing financing statements or other documents. The Debtor is also directed to keep its assets insured by reasonable and sufficient insurance coverage as required by the terms of any applicable loan documents executed by the Debtor in favor of the Secured Creditors, and will, upon request and reasonable notice, provide the Secured Creditors with financial statements setting forth the Debtor's revenue and expenses to allow the Secured Creditors to determine the extent to which Debtor is complying with the cash collateral Budget. These events constitute an "Event of Default:" a. Any failure to comply with any of the terms of the Order or any agreement executed in connection therewith; or b. The Debtor submits any materially inaccurate information to any Secured Creditor or to the Court. A copy of the order is available for free at https://bit.ly/3BpOEwk from PacerMonitor.com. About Jackson Durham Floral - Event Design, LLC Jackson Durham Floral - Event Design, LLC is a full-service event design company. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 21-01907) on June 21, 2021. In the petition signed by Sara M. Garner, managing member, the Debtor disclosed $303,554 in assets and $1,719,793 in liabilities. Judge Marian F. Harrison oversees the case. R. Alex Payne, Esq. at Dunham Hildebrand, PLLC is the Debtor's counsel. JANE STREET: S&P Affirms 'BB-' ICR, Outlook Remains Stable ---------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit and senior secured debt ratings on Jane Street Group LLC. The outlook remains stable. S&P said, "Our ratings on Jane Street reflect its highly profitable trading business, including a leading exchange-traded fund market-making franchise, and adequate risk-adjusted capitalization. We believe the firm's limited contingent liquidity, given its reliance on short-term wholesale funding, as well as its relatively higher risk appetite and more-volatile principal trading business, partially offset these strengths." Jane Street is a New York-based holding company for several regulated broker-dealer and nonregulated subsidiaries in the U.S., Europe, and Asia-Pacific. The firm was founded in 2000, and its main business is principal trading and market-making in U.S. and non-U.S. securities, including exchange-traded funds, where it is one of the world's largest market-makers. Market-making revenue is highly volatile because it's driven by market conditions, including market volume and volatility, as well as Jane Street's market share. Earnings can be volatile since they are dependent on principal trading, but S&P views positively the firm's demonstrated strong earnings capacity and risk-adjusted returns. The firm also provides trade execution and other services to clients, but so far this remains mostly bilateral principal trading. The company generated extremely strong net revenue and earnings in 2020 as a result of COVID-19-related market volatility. While the retention of earnings grew equity by over 3x, the expected RAC ratio decreased to 8.3% from 10.5% in 2020 following a substantial increase in the size of the balance sheet (which increased credit and market risks) and a quadrupling of S&P's RAC risk-weighted assets for operational risk (in light of the surge in revenues over the period). However, S&P continues to view Jane Street's risk-adjusted capitalization as adequate overall, because; -- S&P feels its RAC operational risk charge now fairly reflects the elevated level of operational risk faced by technology-driven trading firms like Jane Street from their reliance on tech/algorithms to execute trades and risk manage their business. -- S&P no longer believes Jane Street needs to have a higher RAC ratio to adequately cover these risks. -- Loans from members provide some funding and loss-absorbing capacity in S&P's view but, because of their short-term nature, it excludes them from its measure of total adjusted capital and stable funding. Jane Street systematically deploys macro hedges against severe market conditions, which provide some downside protection that is not fully reflected in the value at risk S&P uses to reflect trading book market risk in our RAC ratio. The firm's limited contingent liquidity and reliance on short-term wholesale funding from its prime brokerage relationships are risks, in our view. Jane Street lacks committed external liquidity sources we typically see at higher-rated peers. Its main source of liquidity is the excess trading capital it maintains above its prime broker's margin requirements. S&P said, "We believe this excess liquidity is necessary to meet potential needs, including increases in margin requirements. Even with growth in equity, Jane Street has been running with a higher ratio of margin requirements to net trading capital relative to some rated peers. While we recognize the dollar amount of excess trading capital has risen with the growth in equity, we would view negatively any further material increase in the ratio of required margins to trading capital." Jane Street's holdings of crypto-currencies have increased recently and crypto trading represented a sizable contribution to earnings in the first quarter this year. This has also increased exposure to credit risk of crypto-exchanges that may be prone to fraud or cyber-attacks. S&P would view negatively a drastic increase in the exposure to crypto-exchanges from the current levels. S&P said, "Our issuer credit and debt ratings on Jane Street are two notches lower than the group credit profile. This reflects that the debt-issuing nonoperating holding company is structurally subordinated to its operating subsidiaries and open to potential regulatory interference in dividends to the parent. We rate the company's senior secured term loan at the same level as the issuer credit rating given the lack of higher-priority debt obligations at the holding company. "The stable outlook reflects our expectation for solid, albeit potentially volatile, profitability, with no outsize losses as Jane Street expands and continues to diversify its trading business. We expect the firm to maintain a RAC ratio above 8%; required margin to equity plus member loans below 75%; and sufficient liquidity to offset margin-call exposure, including margin to net trading capital typically below 65%." S&P could lower the ratings in the next 12 months if: -- Jane Street suffers significant losses or prolonged weak operating results; -- S&P expects the RAC ratio to fall below 7%; or -- Margin to trading capital is consistently over 65% or liquidity otherwise deteriorates. S&P could raise the ratings over the same time horizon if it expects Jane Street to sustain a RAC ratio above 10% with improved liquidity. KINGS SUPERMARKET: Wins Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, has authorized Kings Supermarket Inc. to use cash collateral, on a final basis, in accordance with the budget. The Debtor is permitted to use cash collateral to pay amounts expressly authorized by the Court, the current and necessary expenses set forth in the budget, and additional amounts as may be expressly approved in writing by Small Business Administration, the creditor. Creditor and the holders of inferior position security interests in the Debtor's collateral: Associated Grocers of Florida, Inc.; Alpha I Marketing Corp.; Beta II Marketing Corp.; and Consolidated Supermarket Supply LLC; Krasdale Foods Inc.; and US Foods, Inc. will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable nonbankruptcy law. The Debtor is also directed to maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Creditor. A copy of the order and the Debtor's budget from April to September 2021 is available at https://bit.ly/3zmwrhd from PacerMonitor.com. The Debtor projects $1,691,257.94 in gross sales and $242,615 in total operating expenses. About Kings Supermarket Inc. Kings Supermarket Inc. is a privately held company in the grocery stores business. Kings Supermarket sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01319) on March 26, 2021. In the petition signed by Amjad Maali, president, the Debtor disclosed $198,320 in assets and $5,073,112 in liabilities. Judge Karen S. Jennemann oversees the case. Jeffrey S. Ainsworth, Esq., at BRANSONLAW, PLLC is the Debtor's counsel. KORNBLUTH TEXAS: Seeks to Hire Margaret M. McClure as Legal Counsel ------------------------------------------------------------------- Kornbluth Texas, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Margaret McClure, Esq., an attorney practicing in Houston, Texas, to handle its Chapter 11 case. The attorney will be paid at her hourly rate of $400 while paralegals will be paid at hourly rate of $150, plus reimbursement of expenses incurred. Ms. McClure received a retainer of $25,000 from the Debtor. Ms. McClure disclosed in a court filing that she is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Margaret McClure, Esq. 909 Fannin, Suite 3810 Houston, TX 77010 Telephone: (713) 659-1333 Facsimile: (713) 658-0334 Email: margaret@mmmcclurelaw.com About Kornbluth Texas Kornbluth Texas, LLC, which operates a Holiday Inn hotel, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-32261) on July 5, 2021. In the petition signed by Cheryl M. Tyler, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. Margaret M. McClure, Esq., at Law Office of Margaret M. McClure, is the Debtor's legal counsel. KORTE/SCHWARTZ: Case Summary & 5 Unsecured Creditors ---------------------------------------------------- Debtor: Korte/Schwartz, Inc. FDBA Coronado Taste of Oils 225 G Avenue Coronado, CA 92118 Business Description: Korte/Schwartz, Inc. is part of the specialty food stores industry. Chapter 11 Petition Date: July 23, 2021 Court: United States Bankruptcy Court Southern District of California Case No.: 21-03006 Debtor's Counsel: John L. Smaha, Esq. SMAHA LAW GROUP 2398 San Diego Avenue San Diego, CA 92110 Tel: 619-688-1557 E-mail: jsmaha@smaha.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Martin Schwarz, president. A copy of the Debtor's list of five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OPLMSPY/KorteSchwartz_Inc__casbke-21-03006__0001.2.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OG3U5HA/KorteSchwartz_Inc__casbke-21-03006__0001.0.pdf?mcid=tGE4TAMA KTR GLOBAL: KTR Franchise Says Plan Not Filed in Good Faith ----------------------------------------------------------- KTR Franchise Holdings, LLC ("Franchisor"), a creditor and party in-interest, objects to confirmation of the First Amendment to Chapter 11 Plan of Reorganization filed by KTR Global Partners, LLC. The Franchisor states that the Debtor did amend its Plan, but the first amendment filed June 9, 2021 continued to improperly classify Franchisor's pre-petition claim as a Class 5 general unsecured claim because Debtor continued to fail to assume or reject the Franchise Agreement. The Franchisor claims that the Plan is silent as to which executory contracts will be assumed, leaving creditors such as the Franchisor to guess as to its status under the Plan. The Plan must be amended immediately to remedy this failing or deficiency. The Franchisor points out that the Plan lumps both of the Franchisor's allowed claim in together and improperly treats them as general unsecured despite holding an administrative claim and a general unsecured claim. The Franchisor assert that the Debtor did not bother to specify the treatment of the Franchise Agreement and when it identified the Franchisor's claims it erroneously classified them. This is an easy fix or amendment to the Plan and yet the Debtor has forced the Franchisor to object to it rather than modify it. This callous approach is evidence of bad faith. The Franchisor further asserts that once the Debtor properly classifies the Franchisor's administrative claim and, if it assumes the Franchise Agreement, the Debtor has to demonstrate that the Plan is feasible. This will require new projections with these new assumptions. A full-text copy of the Franchisor's objection dated July 20, 2021, is available https://bit.ly/3zsuHDd from PacerMonitor.com at no charge. Attorneys for KTR Franchise: ENGELMAN BERGER, P.C. Scott B. Cohen Michael P. Rolland 2800 North Central Avenue, Suite 1200 Phoenix, Arizona 85004 About KTR Global Partners KTR Global Partners, LLC owns and operates an indoor action sports playground serving kids of all ages and abilities. KTR Global Partners sought Chapter 11 protection (Bankr. Ariz. Case No. 20-08282) on July 16, 2020. At the time of the filing, the Debtor disclosed total assets of $1,294,450 and total liabilities of $1,533,572. Judge Brenda K. Martin oversees the case. Fennemore Craig, P.C. is Debtor's legal counsel. L&L WINGS: Taps A&G Realty Partners as Real Estate Consultant ------------------------------------------------------------- L&L Wings, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ A&G Realty Partners, LLC as its real estate advisor. A&G will render these services: (a) consult with the Debtor to discuss its goals, objectives and financial parameters in relation to its leases and retail locations; (b) conduct diligence and advise the Debtor with respect to prevailing market rents for each of the leases and retail locations; (c) negotiate with the landlords of the retail locations on behalf of the Debtor to obtain modifications of the leases or new lease agreements acceptable to the Debtor; (d) if requested by the Debtor, provide a written report on the value of the leases; (e) if requested by the Debtor, market the leases designated by the Debtor for sale in a manner and form as determined between A&G and the Debtor and assist the Debtor with lease sales; and (f) report periodically to the Debtor regarding the status of the services. A&G will be compensated based on this fee structure: (a) Lease valuation fee of $25,000; (b) A fee of $6,500 for each new lease; and (c) A fee of 6 percent of the gross proceeds for each lease sale. For any additional services, A&G will charge an hourly fee of $700 for partners, $600 for senior managing directors, and $500 for managing directors. Andrew Graiser, co-president of A&G Realty Partners, 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: Andrew Graiser A&G Realty Partners, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11747 Telephone: (631) 420-0044 Facsimile: (631) 420-4499 Email: andy@agrep.com About L&L Wings L&L Wings, Inc. is a New York-based retailer of beachwear and beach sundry items. It operates 26 stores throughout North Carolina, South Carolina, Florida, Texas and California. L&L Wings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10795) on April 24, 2021. In the petition signed by Ariel Levy, president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Shelley C. Chapman oversees the case. The Debtor tapped Davidoff Hutcher & Citron LLP as legal counsel, WebsterRogers LLP as accountant, and CFGI as financial advisor. A&G Realty Partners, LLC is its real estate consultant and advisor. On May 7, 2021, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. Otterbourg PC and Thompson Hine, LLP serve as the committee's bankruptcy counsel and special counsel, respectively. LATAM AIRLINES: White & Case 5th Update on LATAM Bondholders ------------------------------------------------------------ In the Chapter 11 cases of LATAM Airlines Group S.A., et al., the law firm of WHITE & CASE LLP submitted a fifth verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group of LATAM Bondholders that it is representing. As of July 19, 2021, members of the Ad Hoc Group and their disclosable economic interests are: Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 * Holder of $34,764,000 of 2024 Bonds, $17,992,000 of 2026 Bonds, and $18,000,000 of Claims BICE VIDA Compañía de Seguros S.A. Av. Providencia 1806, Metropolitana Chile Santiago, Región * Holder of $750,000 of 2024 Bonds Canyon Capital Advisors LLC 2000 Avenue of the Stars, 11th Floor Los Angeles, CA 90067 * Holder of $50,000,000 of 2024 Bonds and $30,000,000 of 2026 Bonds Caspian Capital L.P. 10 E. 53rd St. New York, NY 10022 * Holder of $44,364,000 of 2024 Bonds, $39,436,000 of 2026 Bonds, $27,000,000 in Tranche A DIP Commitments, and $17,000,000 in Tranche C DIP Commitments Centerbridge Partners L.P. 375 Park Avenue New York, NY 10152 * Holder of $10,966,000 of 2024 Bonds, $6,069,000 of 2026 Bonds, $30,000,000 in Tranche A DIP Commitments, $16,000,000 in Tranche C DIP Commitments, and $113,447,483 of Claims Corre Partners Management, LLC 12 E. 49th Street New York, NY 10017 * Holder of $38,405,384 of Claims, and $5,982,212 of administrative claims Corvid Peak Capital Management, LLC 299 Park Ave., 13th Floor New York, NY 10171 * Holder of $4,000,000 of 2024 Bonds and $1,064,000 of 2026 Bonds D.E. Shaw Galvanic Portfolios, L.L.C. 1166 Avenue of the Americas New York, NY 10036 * Holder of $1,000,000 of 2026 Bonds Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 * Holder of $98,633,291 of Claims Diameter Capital Partners, LP 24 W 40th Street, 5th Floor New York, NY 10018 * Holder of $41,272,000 of 2024 Bonds, $31,420,000 of 2026 Bonds, $51,700,000 of the 2027 EETCs, $17,909,000 of the 2023 EETCs, $12,590,845 of Tranche A DIP Commitments, $5,000,000 of Tranche C DIP Commitments, and $1,565,567 of Claims DSC Meridian Capital LP 888 Seventh Ave. New York, NY 10016 * Holder of $6,502,000 of 2024 Bonds and $6,395,000 of 2026 Bonds Glendon Capital Management, L.P. 2425 Olympic Blvd., Suite 500E Santa Monica, CA 90404 * Holder of $5,500,000 of 2024 Bonds, $10,000,000 of 2026 Bonds, $46,939.51 of the 2027 EETCs, $25,250,000 of the Revolving Credit Facility3, $13,000,000 of Tranche A DIP Commitments and $5,000,000 of Tranche C DIP Commitments Grosvenor Capital Management, L.P. 900 North Michigan Avenue, Suite 1100 Chicago, IL 60611 * Holder of $23,769,000 of 2024 Bonds and $17,180,000 of 2026 Bonds, and $30,594,543.54 of Claims Invictus Global Management LLC 310 Comal St. Austin, TX 78702 * Holder of $37,100,000 of Claims King Street Capital Management, L.P. 299 Park Avenue, 40th Floor New York, NY 10171 * Holder of $10,000,000 of 2024 Bonds, $35,000,000 of 2026 Bonds, $5,000,000 of Tranche A DIP Commitments, $5,000,000 of Tranche C DIP Commitments, and $1,142,645 of Claims Livello Capital Management LP 1 World Trade Center, 85th Floor New York, NY 10007 * Holder of $2,650,000 of the 2024 Bonds and $7,550,000 of Claims Mariner Investment Group, LLC 299 Park Avenue, 12th Floor New York, NY 10171 * Holder of $5,000,000 of 2024 Bonds, $4,000,000 of 2026 Bonds, and 192,000 shares of common stock Morgan Stanley & Co., LLC 1585 Broadway, 2nd Floor New York, NY 10036 * Holder of $6,500,000 of the 2024 Bonds, $15,939,000 of 2026 Bonds, and $5,000,000 of the Spare Engine Facility Paloma Partners Management Company Two American Lane Greenwich, CT 06831 * Holder of $6,380,000 of the 2024 Bonds, $7,080,000 of 2026 Bonds, and $5,000,000 in Claims Pentwater Capital Management LP 614 Davis Street Evanston, IL 60201 * Holder of $10,740,000 of the 2024 Bonds, $34,376,000 of 2026 Bonds, $80,000,000 in Claims, and 95,000 shares of common stock P. Schoenfeld Asset Management LP 1350 Avenue of the Americas 21st Floor New York, NY 10019 * Holder of $9,100,000 of the 2024 Bonds, $21,250,000 of 2026 Bonds, and $19,500,000 in Claims Redwood Capital Management, LLC 910 Sylvan Avenue Englewood Cliffs, NJ 07632 * Holder of $2,275,000 of 2024 Bonds, $6,699,000 of 2026 Bonds, $10,000,000 of Tranche A DIP Commitments, and $5,000,000 of Tranche C DIP Commitments Soros Fund Management LLC 250 W. 55th Street, 28th Floor New York, NY 10019 * Holder of $8,000,000 of 2024 Bonds and $2,000,000 of the 2026 Bonds Taconic Capital Advisors L.P. 280 Park Avenue, 5th Floor New York, NY 10017 * Holder of $7,000,000 of 2024 Bonds and $15,000,000 of the 2026 Bonds Värde Partners, Inc. 901 Marquette Avenue South, Suite 3300 Minneapolis, MN 55402 * Holder of $70,575,000 of 2024 Bonds. $64,269,000 of the 2026 Bonds, and $106,753,483 of Claims VR Global Partners, L.P. 300 Park Avenue, 16th Floor New York, NY 10022 * Holder of $5,000,000 of 2026 Bonds and $3,671,000 of the 2027 EETCs On June 15, 2020, the Ad Hoc Group retained Counsel to represent it in connection with the Debtors' Chapter 11 Cases. Each member of the Ad Hoc Group has consented to Counsel's representation. Counsel for the Ad Hoc Group of LATAM Bondholders can be reached at: White & Case LLP John K. Cunningham, Esq. Gregory Starner, Esq. Mark P. Franke, Esq. 1221 Avenue of the Americas New York, NY 10020 Telephone: (212) 819-8200 Facsimile: (212) 354-8113 E-mail: jcunningham@whitecase.com gstarner@whitecase.com mark.franke@whitecase.com Richard S. Kebrdle, Esq. Southeast Financial Center, Suite 4900 200 South Biscayne Boulevard Miami, FL 33131 Telephone: (305) 371-2700 Facsimile: (305) 358-5744 Telephone: rkebrdle@whitecase.com E-mail: rkebrdle@whitecase.com A copy of the Rule 2019 filing is available at https://bit.ly/2WjlRJJ at no extra charge. About LATAM Airlines LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. LATAM Airlines Group S.A. is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM Airlines Group S.A. and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as general bankruptcy counsel; FTI Consulting as restructuring advisor; and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. Prime Clerk LLC is the claims agent. LEA POWER: Fitch Affirms BB+ Rating on $187.5MM Secured Notes ------------------------------------------------------------- Fitch Ratings has affirmed Lea Power Partners, LLC's (LPP) $187.5 million of senior secured notes due 2033 at 'BB+'. The Rating Outlook is Stable. RATING RATIONALE Summary: The rating reflects the revenue stability provided by LPP's fixed-price tolling style power purchase agreement (PPA) with Southwestern Public Service (SPS; BBB/Stable), which effectively mitigates natural gas supply risk. The rating further reflects the project's typical historical debt service coverage profile (outside of 2019), in which coverage has ranged from 1.21x to 1.41x. Equipment issues that led to weak debt service coverage in 2019 have since been resolved and plant operations have returned to historical levels. Looking forward, the debt service coverage ratio (DSCR) averages 1.42x though maturity in the Fitch rating case, with an overall declining coverage profile and a minimum DSCR of 1.20x in 2032. KEY RATING DRIVERS Stable Revenue Profile (Revenue Risk: Midrange) The project is supported by a 25-year tolling agreement with SPS under which SPS purchases capacity, energy and ancillary services through 2033. Capacity payments provide roughly 80%-90% of the total revenues at a fixed price over the term of the PPA. Mitigated Supply Risk (Supply Risk: Stronger) The PPA with SPS is structured as a tolling agreement, largely eliminating price and volume risks associated with natural gas supply. SPS is responsible for providing fuel to the project facility. Stabilized Operating Performance (Operation Risk: Midrange) The project has generally maintained high availability, supplementing fixed contracted revenues with dispatch-based payments. Despite historical variability during major overhaul years, the long-term service agreement (LTSA) with Mitsubishi Power Systems Americas, Inc. has helped to smooth operating costs over the contract term, which expires in 2031. Typical Debt Structure (Debt Structure: Midrange) Structural features include a six-month debt service reserve, working capital reserve, and a major maintenance reserve based on 100% of the current-year overhaul expenses and 50% of the following year's expenses. Fitch views liquidity as typical for a thermal power project. The overall declining DSCR profile is a weakness, notwithstanding the fixed-rate, fully-amortizing debt structure. Financial Summary Despite early operational challenges that pushed DSCR ratios near breakeven, historical DSCRs have hovered around 1.3x since 2013. After an extended major maintenance outage brought coverage 0.92x in 2019, LPP's coverage rebounded to 1.21x in 2020. Under Fitch's rating case conditions, including a 10% increase to operations and maintenance expenses as well as lower (95%) availability, DSCRs are projected to average 1.42x through debt maturity with a minimum of 1.20x in 2032. PEER GROUP LPP's peers include Orange Cogen Funding Corporation (OC Funding; A-/Stable) and Midland Cogeneration Venture LP (MCV; BB-/Stable). All three projects are gas-fired, combined cycle facilities that have a PPA with an investment grade off-taker. MCV has a weaker average DSCR profile of 1.2x under the Fitch rating case and cash flows are more susceptible to dispatch levels. OC Funding is rated higher due to its relatively low leverage and robust average DSCR of approximately 3.4x based on a long history of strong operating performance and resilient cash flow. LPP's historical and projected coverage profile is the distinguishing factor justifying LPP's sub-investment grade rating. Thermal projects rated lower than LPP demonstrate even lower DSCRs and greater volatility in cash flows due to either heightened sensitivity to dispatch risk or more exposure to variability in operating costs. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- LPP's mixed historical performance suggests that an upgrade is unlikely unless there is sustained improvement in cash flows due to long-term cost reductions or improved operating performance providing a demonstrated and consistent coverage profile exceeding 1.40x. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- A significant change to the cost profile, operating performance and/or availability that lead to sustained reductions in coverage below 1.30x. 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. TRANSACTION SUMMARY The project consists of a 604 megawatt natural gas-fired, combined-cycle electric generating facility selling energy and capacity under a 25-year PPA with SPS. SPS purchases capacity at a fixed price and obtains full dispatch rights over the facility. LPP is reimbursed for non-fuel variable operating costs through a separate fixed-price energy payment. The PPA is structured as a tolling agreement, and SPS is responsible for providing natural gas fuel. SPS is a fully integrated, investor-owned electric utility serving New Mexico and parts of Texas. The project entered into an LTSA with Mitsubishi in 2011, which is set to expire in 2024 based on projected run hours. CREDIT UPDATE Capacity payments make up the majority of total revenues (80% of revenues in 2020), and are calculated based on a rolling 12-month availability average. Total revenue in 2020 increased 1% from the prior year to $57.5 million. The facility's 2020 average net capacity factor of 72% was higher than the 2019 average of 64%, supporting a DSCR of 1.21x. 2021 revenues through June were 18% higher than the prior period, and are expected to be 10.7% higher by the end of the year. LPP's management expects the DSCR to approach 1.47x by the end of 2021, as the gas turbine compressor upgrades are beginning to translate into additional revenues. The project underwent scheduled major maintenance outage and inspections in 2020 that revealed that one of the transformers was arcing due to loose connections on the tap changer. New components were installed and the problem is not expected to reoccur. The project experienced an extended forced outage in 2019, leading to lower running hours and lower average net capacity factor, while operating expenses significantly exceeded budget. This translated to lower revenue and an increase in operating expenses driven largely by additional parts and labor expenses. This led to a DSCR of 0.92x in fiscal 2019. The project did not utilize its debt service reserve to address the shortfall in debt service coverage. Instead, the project used a combination of available cash on hand, availability on its working capital line of credit, and an equity injection of approximately from the owners to make the full debt payment. Total expenses in 2020 fell 29.3% to $18.1 million, primarily due to a decrease in O&M costs. Expenses are expected to modestly increase by 3.0% in 2021. On Feb. 17, 2021, ContourGlobal PLC completed the acquisition of natural gas-fired power assets in the U.S. from Western Generation Partners LLC, which included the Hobbs generating station. There were no material changes to the project, project contracts, or counterparties following the acquisition. FINANCIAL ANALYSIS The Fitch base case utilizes the sponsor model for plant performance and cash flows, assuming an average capacity factor of 59.64% and an average availability factor of 98.56%. The average heat rate is held at 7,296 BTUs/Kw. DSCRs average 1.53x with a minimum of 1.29x. The Fitch rating case assumes a reduced capacity factor of 56.6%, an availability factor of 95.02%, and an additional 10.0% increase to O&M expenses. The average DSCR falls to 1.42x with a minimum of 1.20x. 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. MAGENTA BUYER: Fitch Affirms 'B' LT IDR, Outlook Remains Stable --------------------------------------------------------------- Fitch Ratings has affirmed Magenta Buyer LLC's (dba McAfee Enterprise) Long-Term Issuer Default Rating (IDR) at 'B'. The secured revolving credit facility and secured term loan are affirmed at 'BB-'/'RR2' and the second-lien term loan is affirmed at 'CCC+'/'RR6'. The Rating Outlook remains Stable. Debt at Magenta Buyer will be used to partially fund two carve-outs of cybersecurity platforms. The first carve-out is a $4.0 billion buyout of McAfee Enterprise from McAfee Corp. McAfee Enterprise is being purchased by a consortium led by Symphony Technology Group (STG) and that transaction is expected to close in late July. New and incremental debt will be used by the same consortium to partially fund the acquisition of FireEye Products from FireEye, Inc. for $1.2 billion. This transaction is expected to close in 4Q21. Magenta Buyer LLC's Long-Term IDR of 'B' is supported by its strong brands, resilient recurring sales and strong cash generative qualities. The IDR also reflects the fragmented state of the cybersecurity market with several competing brands and products. In addition, as a private equity owned entity, financial leverage is likely to remain elevated as shareholders prioritize ROE maximization limiting debt reduction. KEY RATING DRIVERS Recurring Revenue and Strong Profitability: Both McAfee Enterprise and FireEye Products have the majority of revenues from recurring products, providing visibility into future revenue streams. Recurring revenues consist of subscription sales as well as support revenues for customers with perpetual software licenses. In 2020, McAfee Enterprise had ~76% recurring revenues while FireEye Products saw ~74%. Both entities are expected to have increased EBITDA margins and the ability to generate strong FCF. In addition, both are strong brands with long-term customer relationships. Leverage Remains High: Following the two acquisitions, Fitch estimates Magenta's pro forma gross leverage to be around 6.0x, fairly in line compared to when Magenta was only acquiring McAfee Enterprise. If FCF is not used for dividends to the sponsors, leverage may decline faster than when STG was only acquiring McAfee Enterprise given Fitch's expectations for EBITDA margin expansion particularly at FireEye Products. However, Fitch expects limited deleveraging as Magenta's private equity ownership would likely prioritize ROE maximization over debt prepayment. Strategic Fit: McAfee Enterprise and FireEye Products are a strong strategic fit that will offer its large combined customer base complementary cybersecurity products across the threat vectors. FireEye Products will expand McAfee Enterprise's network security capabilities, adding a network sandboxing product to McAfee Enterprise's existing network IPS (Intrusion Prevention System) product. The acquisition will also expand the security operations capabilities of the combined business with the addition of FireEye Products' Helix SIEM/SOAR (Security Information and Event Management/Security Automation, Orchestration and Response) product, which could help the combined entity to expand market share in the Extended Detection and Response (XDR) market. The acquisition of FireEye will also broaden next generation endpoint capabilities of the combined business, and adds email protection capabilities to the portfolio. Strong Endpoint and Cloud Security: When combined, the newly formed entity will have cybersecurity solutions which include a strong focus on endpoint protection platforms (EPPs) and endpoint detection and response (EDRs). McAfee Enterprise is already the second largest player in the space and with the addition of FireEye Products' next generation EDR products, its position is projected to strengthen. Importantly, the combination of FireEye Products' Helix with McAfee Enterprise's existing SIEM is expected to drive growth for revenues as well. Secular Cybersecurity Tailwinds: Last August, market research firm IDC estimated world spending on security-related hardware, software, and services for 2020 would be $125.2 billion, up 6% from 2019. There are notable industry tailwinds over the intermediate term within the core segments for McAfee Enterprise and FireEye Products. The Endpoint Security market demand is expected to grow through increased sophistication, frequency, and overall cost of attacks as well as the proliferation of WFH policies which fuel growth in the number of endpoints. The Unified Cloud Edge (UCE) market demand tailwinds include application consumption shifting from on-premise to SaaS-based (Software as a Service) applications and workloads increasingly operating outside of traditional corporate network perimeters. Execution Risk in Operational Improvements: A substantial portion of projected profitability growth for Magenta Buyer depends on successful execution of planned operating efficiency improvements, as it has a low growth sales profile. While Fitch deems such plans as realistic, execution risk does exist. Delay or failure in executing such plan would adversely affect the company's projected profitability and credit protection metrics. IT Security Threats Increasingly Complex: IT security threats have evolved from PC-centric to mobile devices, networks, and user identities. The evolving threats enable a continuous stream of niche solutions to develop, addressing threats beyond the traditional PC-centric security to protect users, data and networks at various levels of the internet. While some of these solutions were developed by legacy cybersecurity providers, many were created by suppliers with narrow expertise. Magenta Buyer is a cybersecurity provider with a wide variety of offerings to address today's threat vectors. Fragmented Industry: The cybersecurity market is highly fragmented but only a limited number of providers have the scale, breadth of offerings, and technical capabilities to deliver a platform-based security approach. A number of smaller providers provide niche security solutions to businesses but lack the scale to be a full-service provider. Magenta Buyer has the scale and breadth of offering to be an integral part of overall IT security solutions for many enterprises. DERIVATION SUMMARY Magenta Buyer's 'B' Long-term IDR reflects its ability to generate significant FCF, the recurring nature of ~75% of its revenues, high net retention rates and long tenures among core enterprise customers. The IDR also reflects Magenta Buyer's strong market position as a vendor in the fragmented IT security industry and the benefits of the FireEye Products platform to the combined entity. On a pro forma basis, Magenta Buyer's EBITDA margins are lower compared to pureplay consumer cybersecurity companies such as higher rated NortonLifeLock, Inc. (NLOK: BB+/Stable). NLOK had EBITDA margins in the high 40's to low 50's in recent history. NLOK is also rated three notches above Magenta Buyer since NLOK is much larger and operates with low leverage which was 3.0x as of YE of fiscal 2021 (FY ends April 2). Following the spin-off from its predecessor, McAfee Enterprise will operate as a standalone entity and EBITDA margins will also be lower compared to the high-40% range expected at higher rated McAfee LLC (BB-/Stable). McAfee LLC will operate as a consumer-centric cybersecurity company following the sale of McAfee Enterprise. Compared to McAfee LLC, McAfee Enterprise demonstrates a lower organic growth rate, with low single digit growth expected over the intermediate term. Limitations to McAfee Enterprise's rating include its elevated leverage. Fitch expects the company to maintain some level of financial leverage as a private equity owned company as equity owners optimize the capital structure to maximize ROE. KEY ASSUMPTIONS -- In 2022, revenues are essentially flat with 2021 on a pro forma basis. In the following forecast years, revenues increase in the low mid-single digits; -- Following successful operating efficiency improvements, EBITDA margins are in the high 30's; -- Low capex just over 2.0% of revenues; -- Fitch assumes that excess FCF is directed to dividends to the sponsors and that alternative uses could be for acquisitions. KEY RECOVERY RATING ASSUMPTIONS: The Recovery analysis assumes that Magenta Buyer would be reorganized as a going concern in bankruptcy rather than liquidated. A 10% administrative claim is assumed. Going-Concern (GC) Approach In the event of a bankruptcy reorganization, Fitch assumes that Magenta Buyer would realize actioned cost savings of about $187 million as part of the reorganization plan, which includes RIF actioned by management as well as synergies from STG's optimization plan. Magenta Buyer's GC EBITDA is assumed to be pressured by license and support revenue churn without successful conversions to subscription products. The assumption is that actioned optimization plans and integration strategies have challenges and some customers do not renew contracts. Following emergence from bankruptcy, GC EBITDA is estimated to be down approximately 25% from Fitch's 2021 pro forma EBITDA. An enterprise value (EV) multiple of 6.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: The historical bankruptcy case study exit multiples for technology peer companies ranged from 2.6x-10.8x. Of these companies, only three were in the Software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x, and 5.5x, respectively. Magenta Buyer's resilient recurring sales profile with long customer relationships, mission critical nature of the product, brand recognition, leadership position in enterprise cybersecurity, and cash generative qualities supports the 6.5x recovery multiple. Offsets to the multiple include a relatively weaker organic growth profile compared to other software companies rated by Fitch. Fitch arrives at an EV of nearly $2.9 billion. After applying the 10% administrative claim, adjusted EV of nearly $2.3 billion is available for claims by creditors. Fitch assumes a full draw on McAfee Enterprise's $125 million revolver. Fitch estimates strong recovery prospects for the first lien term loan and revolver and rates them 'BB-'/'RR2', or two notches above McAfee Enterprise's 'B' IDR. The second lien term loan is rated 'CCC+'/'RR6'. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch's expectation of total debt with equity credit/operating EBITDA at or below 5.5x on a sustained basis; -- (Cash from operations-capex)/total debt with equity credit at or above 7.0% on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation of total debt with equity credit/operating EBITDA at or above 7.0x on a sustained basis; -- (Cash from operations-capex)/total debt with equity credit at or below 2.0% and/or FFO interest coverage below 2.0x on a sustained basis; -- Inability to successfully integrate McAfee Enterprise and FireEye Products and action a significant cost savings plan; -- Deterioration in operating metrics, including sustained sales declines and/or customer churn. 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 Sufficient Liquidity: Magenta Buyer's liquidity is forecasted to be sufficient, supported by management's plans for $175 million of cash on the balance sheet at the close of the first LBO and increasing to $210 with the second. Liquidity is further supported by the $125 million secured revolving credit facility and strong pre-dividend FCF generation. Debt Structure: Upon the closing of the two transactions, the revolver (due in 2026) will be undrawn and McAfee Enterprise will have $3.175 billion in first lien term loans outstanding, with annual amortization of 1% until maturity in 2028. Fitch expects McAfee Enterprise to generate sufficient FCF to make required amortization payments. The company will also have $750 million in second lien term loans which mature in 2029. ISSUER PROFILE Magenta Buyer LLC (dba McAfee Enterprise) is a provider of cybersecurity software which derives revenue from the sale of security products, subscriptions, software as a service ("SaaS"), support and maintenance, and professional services. The company is to be comprised of two carve-outs, McAfee Enterprise as well as FireEye Products. MAGENTA BUYER: Moody's Affirms B3 CFR & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service affirmed the B3 corporate family rating and B3-PD probability of default rating for Magenta Buyer LLC ("McAfee Enterprise") following its planned acquisition of FireEye Products. Moody's also affirmed the B2 rating to the upsized first lien term loan and Caa2 rating to the upsized second lien term loan. The outlook was changed to stable from positive reflecting Moody's view of increased execution risks of integrating FireEye while simultaneously separating McAfee Enterprise as a stand-alone company. McAfee Enterprise's $1.2 billion acquisition of FireEye will be funded with an incremental first lien term loan and second lien term loan, as well as new equity from Symphony Technology Group ("STG"). The FireEye acquisition will add a complementary set of cybersecurity products for enterprise customers and help to strengthen McAfee's product offering among existing customers. The magnitude of the integration and separation, as well as uncertainty around returning the FireEye business to growth, raises the risk of a prolonged deleveraging timetable over the next 18 months as the company actions its cost savings plan. If McAfee Enterprise successfully executes upon the plan and returns to stable revenue growth, the company has the potential to improve its EBITDA margins to the low thirties percentage level over the next two years. RATINGS RATIONALE The outlook revision to stable from positive reflects McAfee Enterprise's high leverage and aggressive financial policy as evidenced with the FireEye acquisition while also restructuring operations and separating as a stand-alone company. The high leverage limits McAfee Enterprise's financial flexibility, which magnifies the impact of any performance deterioration or integration execution errors. Pro forma leverage is over 8x based on combined LTM December 2020 figures excluding certain one-time costs, with the potential to decrease towards 6.5x over the next 12 to 18 months driven by STG's sizeable cost restructuring plan for McAfee Enterprise and FireEye. Although McAfee Enterprise has a leading position in endpoint and cloud security and FireEye will bolster the combined company's product offerings and scale, revenue growth could prove challenging given FireEye's weak growth in recent years. Moody's expects that McAfee Enterprise will continue to face pressures from competitors such as Crowdstrike, Zscaler and ProofPoint. The B3 CFR is supported by McAfee Enterprise's large scale, which consists of a diverse customer base of enterprise customers with long-term relationships. The company's high retention rates and large proportion of recurring revenue helps drive revenue visibility and consistent free cash flow generation. The stable outlook reflects Moody's expectation that combined revenues will be flat over the next 18 months as McAfee Enterprise continues to face headwinds from the transition to a subscription model. Moody's expects that McAfee Enterprise, which is owned by a consortium led by private equity fund STG, will maintain aggressive financial policies as evidenced by the proposed debt financed acquisition, as well as the company's recent carve-out. As a result, Moody's anticipates the company to operate under high leverage levels under its private equity ownership. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS McAfee Enterprise's ratings could be upgraded if the company grows revenues, maintains or improves market share, sustains leverage below 7x (including Moody's adjustments) while producing free cash flow to debt above 5%. The ratings could be downgraded if performance deteriorates as a result of the separation, restructuring, or integration plans, leverage remains over 8.5x (including Moody's adjustments), free cash flow stays below breakeven on other than a temporary basis, or liquidity otherwise deteriorates. Liquidity is good based on a pro forma cash balance of $210 million estimated at the FireEye closing, with a portion of this cash balance earmarked for certain one-time costs related to the cost savings plan and the costs related to the carve-out. McAfee Enterprise will also have an undrawn $125 million revolving credit facility at closing. Moody's expects free cash flow will be modestly positive over the next 12 to 18 months. The revolver contains a springing first lien net leverage covenant, and Moody's anticipates McAfee Enterprise will maintain good cushion under this covenant over at least the next 12 months. Affirmations: Issuer: Magenta Buyer LLC (McAfee Enterprise) Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured First Lien Bank Credit Facility, Affirmed B2 (LGD3) Senior Secured Second Lien Bank Credit Facility, Affirmed Caa2 (LGD6) Outlook Actions: Issuer: Magenta Buyer LLC (McAfee Enterprise) Outlook, Changed To Stable From Positive The first lien debt is rated B2, one notch above the CFR reflecting its priority in the capital structure above the second lien debt rated Caa2 and Moody's forward expectations regarding the mix of debt. McAfee Enterprise is a security software company serving both enterprise and government customers, with approximately $1.9 billion of combined McAfee and FireEye revenue for the fiscal year ended December 31, 2020. The company will be owned by a consortium of investors led by private equity firm Symphony Technology Group at close of the transaction. The principal methodology used in these ratings was Software Industry published in August 2018. MAGENTA BUYER: S&P Affirms 'B' ICR, Outlook Negative ---------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Magenta Buyer LLC (borrowing entity for McAfee Enterprise's organizational structure). S&P also affirmed its 'B' issue-level rating on Magenta Buyer's first-lien credit facility, with a '3' recovery rating, and its 'CCC+' issue-level rating on its second-lien term loan, with a '6' recovery rating. The negative outlook reflects Magenta Buyer's high S&P Global Ratings-adjusted leverage of about 9x at deal close. While the company has well-laid-out plans to lower costs and improve profitability, these plans could be disruptive over the near term and may keep leverage above mid-7x in the 12 months after the deal closes. Symphony Technology Group (STG) has entered into a definitive agreement to acquire the FireEye Products business from FireEye Inc. for $1.2 billion. STG intends to combine the FireEye Products business with McAfee Enterprise. The negative outlook on Magenta Buyer LLC (McAfee Enterprise) reflects its high starting leverage, which S&P estimates to be under 9x at deal close, falling to under 7x over the next 12-18 months. The negative outlook also captures the risk that the company may not be able to reach its target leverage given a new ownership and management team, as well as disruptions that may result from its cost-cutting plans. The rating also reflects the pro-forma company's multiple credit strengths: good recurring revenue base, high customer retention rates, strong brand, and sticky customer base. Challenges for the business include modest revenue growth over the past few years, average profitability, and a strong competitive landscape. FireEye acquisition adds product diversity and scale. S&P views the FireEye Products business as a positive strategic fit with McAfee Enterprise and view the acquisition as a way to create a differentiated platform that can address all areas of the security stack. The sponsor (STG) views FireEye Products as an undermanaged asset with significant growth potential hindered by a historical lack of strategic focus. FireEye Products brings best-in-class network security products, deepens the combined business' endpoint security capabilities, adds email protection to the portfolio, and will strengthen the combined business' position in the nascent XDR market. This acquisition will expand the company's customer base to include FireEye's more than 4,500 customers, including 17 G20 governments and 19 of the top 20 financial institutions in the U.S. The company operates in competitive end markets, but with tailwinds. Magenta Buyer competes against other players such as CrowdStrike, Microsoft, Zscaler, Palo Alto Networks, and Symantec within its multiple product categories. While the company has been recognized as a technology leader, it has underperformed the industry over the past few years. Nonetheless, S&P expects enterprise security spending to grow faster than software information technology (IT) average spending and McAfee to benefit from it. Leverage reduction will be driven by effective cost management. S&P said, "We note that while both McAfee Enterprise and FireEye Products were profitable, both businesses have underperformed the security end market over the past 3 years. STG expects to modestly improve revenue and bookings growth while significantly improving the profitability of the pro-forma business. The company plans to lower the cost structure by more than $230 million for the pro-forma company. The company's starting leverage is just under 9x, but is expected to drop to under 7x over the next 12-18 months following the execution of cost cuts. We expect S&P adjusted EBITDA margins to improve to about 30%, entirely driven by cost management." While these are aggressive targets, the current EBITDA margins for the enterprise business are in the low-20% area, which is lower than its security software peers. STG does have a good track record with security software carve-outs. The negative outlook reflects Magenta Buyer's high S&P Global Ratings-adjusted leverage of about 9x at deal close. While the company has well-laid-out plans to lower costs and improve profitability, these plans could be disruptive over the near term and may keep leverage above mid-7x in the 12 months after the deal closes. S&P will lower the rating to 'B-' if: -- Magenta Buyer LLC fails to execute its cost savings plan, resulting in leverage above the mid-7x area; or -- Free cash flow (FCF) to debt falls to 2%. S&P will revise the outlook to stable over the next 12 months if Magenta Buyer LLC: -- Successfully executes its cost savings plan; -- Operates as an independent entity without major disruptions to its business; -- Lowers S&P Global Ratings-adjusted leverage to the mid-7x area; and -- Maintains FCF to debt of about 5%. MAJESTIC HILLS: Seeks Approval of Insurance Settlement; Amends Plan ------------------------------------------------------------------- Majestic Hills, LLC, submitted a Second Amended Disclosure Statement to accompany Third Amended Chapter 11 Plan dated July 20, 2021. On the Petition Date, the Debtor filed two Motions ("Insurance Settlement Motions") seeking approval of a settlement and assumption and sale of insurance policies issued by Mutual Benefit Insurance Company and Westfield Insurance Company ("Insurance Settlement Agreements"). Each settlement is a separate contested matter judged under Bankruptcy Rule 9019 and the Martin factors. The Martin factors include: (1) the probability of success in litigation; (2) the likely difficulties in collection; (3) the complexity of the litigation involved and the expense, inconvenience, and delay related to the pursuit of the action; and (4) the paramount interest of the creditors. The Insurance Settlement Agreements represent a sound exercise of the Debtor's business judgment and satisfy the appropriate level of reasonableness. Westfield has its own issues that reduces the probability of any recovery. The facts asserted in the complaints articulate the point of first manifestation occurring in 2018, i.e., after the Westfield policy was cancelled. Accordingly, Westfield asserts that it will not be required to indemnify the Debtor because the "property damage" being claimed occurred after the policy was cancelled. When negotiating the proposed settlement, the assumption was made that at least one of the homeowners' property damage could trigger a pre-2017 policy. Westfield generally denied this assumption or assertion. However, operating under that assumption, the value of the claim to repair that damage is significantly less than the proposed settlement. Approval of the settlement provides a sum certain amount to creditors that will be used to pay claims and bring matters closer to resolution. For these general reasons, amongst others as set forth in the respective Motions and other related pleadings, both Insurance Settlement Agreements satisfy the Martin factors. Upon the approval of its respective Motion, Mutual Benefit Insurance will contribute $950,000 to the Debtor, which will be applied towards the Plan Funding. Upon the approval of its respective Motion, Westfield Insurance Company will contribute $675,000 to the Debtor, which will be applied towards the Plan Funding. This is an increase than the proposed amount in Westfield's Motion. Notwithstanding anything set forth in this Disclosure Statement or the adequacy of the information, nothing in the Disclosure Statement shall be deemed a waiver of the Committee's, creditors' or any other party-in-interest's right to: (i) dispute, contest and/or otherwise object to whether the contribution of any party who voluntarily opt-in to complete remediation and compliance work as proposed under the Plan are reasonable and/or substantial; (ii) dispute, contest and/or otherwise object to the reasonableness and/or appropriateness of the allocation and distribution of any cost savings for remediation proposed under the Plan; and/or (iii) dispute, contest and/or otherwise object to confirmation of the Plan on any other grounds. Like in the prior iteration of the Plan, Class 3 General Unsecured Claims of all other Claimants will be broken into two subgroups: (A) and (B). The (A) subgroup will include all Claimants who will be providing a substantial contribution towards the Plan Funding. The (B) subgroup will include the claims of all Claimants who have chosen to not contribute towards the Plan Funding. Upon the Confirmation of the Plan and its Effective Date, the participants in Class 3, Subgroup (A) agree to waive any liquidated claim filed against the Debtor, their right to any distribution under the Plan, and will execute a release upon payment of their contribution. The participants in Subgroup (A) shall be liable to pay the amounts pledged and agreed to contribute towards the Plan Funding. The payment of the agreed contribution is a prerequisite to the effectiveness of any Release or Injunction contemplated in this Plan. Upon the payment of the agreed contribution amount and all other prerequisites contemplated in this Plan, the contributing party shall be deemed a Released Party. The sole recourse of any Creditor against a member of this Subgroup that is deemed a Released Party shall be the Plan Funding. NVR, Inc. d/b/a Ryan Home is currently the sole participant in Class 3, Subgroup (B). To the extent that NVR has an Allowed Claim, it will receive a distribution from the remaining Plan Funding after the remediation efforts are completed and after payment of Class 1 and the monetary portion of Class 2. Further, as part of receiving payment under the Plan, the Class 1 Claimants agreed to assign all of their claims to the Debtor. As a non-monetary payment under the Plan, the Debtor may agree to discontinue such actions as to NVR. The Plan will be funded through the substantial contributions provided to the Debtor by various Parties in Interest and Creditors in exchange for a full release of all claims, present and future, raised by any Party, related to the Majestic Hills development and the corresponding land movements. A full-text copy of the Second Amended Disclosure Statement dated July 20, 2021, is available at https://bit.ly/3iHzHNy from PacerMonitor.com at no charge. Counsel for the Debtor: Donald R. Calaiaro, Esq. Calaiaro Valencik 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Telephone: (412) 232-0930 Facsimile: (412) 232-3858 Email: dcalaiaro@c-vlaw.com About Majestic Hills Majestic Hills, LLC, a privately held company that owns certain property in Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 20-21595) on May 21, 2020. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. The Hon. Gregory L. Taddonio oversees the case. The Debtor's counsel is Donald R. Calaiaro of Calairo Valencik. MALLINCKRODT PLC: Willkie, Morris 3rd Update on Attestor Claimants ------------------------------------------------------------------ In the Chapter 11 cases of Mallinckrodt PLC, et al., the law firms of Willkie, Farr & Gallagher LLP, Morris, Nichols, Arsht & Tunnel LLP, and Eimer Stahl LLP submitted a third amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Attestor Claimants. As of July 22, 2021, members of the Ad Hoc Group and their disclosable economic interests are: Disclosable Economic Interests ------------------ Humana, Inc. Unliquidated 500 West Main St. Louisville, KY 40202 Attestor Limited Unliquidated 7 Seymour Street London United Kingdom, W1H 7JW On April 19, 2021, MNAT and Willkie filed the Verified Statement of Willkie Farr & Gallagher LLP and Morris, Nichols, Arsht & Tunnell LLP Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. On May 20, 2021, MNAT and Willkie filed the Amended Verified Statement of Willkie Farr & Gallagher LLP and Morris, Nichols, Arsht & Tunnell LLP Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, amending the Original Verified Statement. As described in the Amended Verified Statement, on May 14, 2021, Attestor, through affiliated entities, acquired additional Acthar- related proofs of claim, listed on Exhibit B to the Amended Verified Statement, originally filed by United HealthCare Services, Inc., OptumRx Group Holdings Inc. and OptumRx Holdings, LLC. On the same day, Attestor filed notices of transfers with respect to such claims pursuant to Federal Rule of Bankruptcy Procedure 3001. On June 4, 2021, MNAT, Eimer Stahl, and Willkie filed the Second Amended Verified Statement of Willkie Farr & Gallagher LLP and Morris, Nichols, Arsht & Tunnell LLP Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure amending the Amended Verified Statement to add Eimer Stahl as additional counsel to Attestor and Humana. The Law Firms file this Third Amended Verified Statement to amend and supplement the disclosures set forth in the Second Amended Verified Statement. On July 7, 2021, Attestor, through affiliated entities, acquired certain claims asserted in proofs of claim filed by CVS Pharmacy, Inc. On July 15, 2021, Attestor filed notices of transfers with respect to such claims pursuant to Federal Rule of Bankruptcy Procedure 3001. Counsel to Attestor and Humana can be reached at: MORRIS, NICHOLS, ARSHT & TUNNELL LLP Donna L. Culver, Esq. Robert J. Dehney, Esq. Matthew B. Harvey, Esq. Taylor M. Haga, Esq. 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, DE 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 E-mail: dculver@morrisnichols.com rdehney@morrisnichols.com mharvey@morrisnichols.com thaga@morrisnichols.com Matthew A. Feldman, Esq. Paul V. Shalhoub, Esq. Matthew Freimuth, Esq. Benjamin P. McCallen, Esq. Richard Choi, Esq. Philip F. DiSanto, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, NY 10019 Telephone: (212) 728-8000 E-mail: mfeldman@willkie.com pshalhoub@willkie.com mfreimuth@willkie.com bmccallen@willkie.com rchoi1@willkie.com pdisanto@willkie.com - and - Benjamin E. Waldin, Esq. Sarah H. Catalano, Esq. EIMER STAHL LLP 224 South Michigan Avenue Suite 1100 Chicago, IL 60604 Telephone: (312) 660-7600 E-mail: bwaldin@eimerstahl.com ssolberg@eimerstahl.com jjoseph@eimerstahl.com scatalano@eimerstahl.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3iPestd and https://bit.ly/3zEb2jT About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MARY BRICKELL: Aloft Filing Shows Problem of CMBS Servicers ----------------------------------------------------------- New Star Media disclosed that Aloft Brickell Hotel in Miami has filed chapter 11 bankruptcy. This matter is a perfect illustration of a problem in the CMBS market: special servicers using trusts as their "piggy bank." Here is some background from corporate bankruptcy and reorganization attorney Joe Pack: "Aloft Brickell Hotel was sued on March 15 by its lender, which seeks to foreclose on the Hotel and recover rents from the Hotel during the pendency of its foreclosure action. The (boiled-down) facts as presented in the initial March 15 complaint are as follows: the Hotel owes money to the lender pursuant to a loan in the principal amount of $17 million, the Hotel failed to meet its payment obligations during COVID, and because of these failures the lender is entitled to possession of the Hotel. The response filed by the Hotel on July 8, however, tells a much more sinister story that, if true, reveals deep-seated problems in the CMBS world." According to the Hotel's defense, it was remarkably proactive in tying to avoid any disruption under the loan. As early as March 2020, seeing the potential problems COVID would inevitably wreak on the hospitality industry, the Hotel reached out to the servicer of its loan, Wells Fargo Bank, requesting that the April and May 2020 loan payments be made from the escrow reserve held by the servicer, which reserve was greater than $1 million. At this point, according to the Hotel, it had received very little indication that anything was amiss with its loan, as evidenced by its continued correspondence with Wells Fargo as servicer and the Hotel's perfect loan history. In the CMBS markets, commercial mortgages are pooled into a trust, such that investors can benefit from the performance of the portfolio as a whole. These pooled mortgages are typically governed by a Pooling and Servicing Agreement ("PSA") which establishes certain rolls and obligations for the trust beneficiaries, the trustee, and third parties who contract to actually service the loans. While all is going well and the mortgagors are making their monthly payments in the ordinary course, the so-called master servicer runs the show. In this case, this master servicer was Wells Fargo. It is only after something makes the loan atypical (such as a default) that the so-called special servicer takes over the process. In this case, the special servicer was Torchlight Loan Services, LLC. Returning to the Hotel's defense, after its March 2020 email, the Hotel claims that it was, essentially strung along by its master servicer, Wells Fargo. After initial response from Wells Fargo indicating that the Hotel's request for accommodation would be considered, the Hotel repeatedly attempted to follow-up with Wells Fargo. Indeed, in a May 28, 2020 email, the defense cites an email from the Hotel in which it emphatically plead with its loan servicer: "It has been so long, we're worried." After waiting those two, long months, when the Hotel finally received a response from Wells Fargo, the bank told it that "the loan is now over 60 days past-due so without payment the loan will be transferred to the Special Servicer." While this was undoubtedly a blow to the Hotel that had made efforts to get the issue resolved expeditiously with its Master Servicer, the Hotel indicates that it was optimistic that the transfer to the special servicer ("Torchlight I") was at least a step toward a resolution. The foreclosure defense paints a very bleak picture from that point on, however. After being transferred to Torchlight I, the Hotel again claims that it did not receive any substantive word back for nearly two months. In an August 4 email, the Hotel allegedly stated that it was "ready, willing and able to pay all interest payments, including August interest," and that Torchlight I merely needed to "[p]lease inform [the Hotel] how to proceed." When the Hotel did eventually receive a payoff statement from Torchlight I, the Hotel claims that it never received a breakdown of the supposed amounts and never was provided documentation for the fees and costs asserted by the special servicer. The Hotel began to make settlement offer after settlement offer, each of which it claims were laboriously considered as it was forced to repeatedly and incessantly follow-up with the status of negotiations in order to ensure the ball kept rolling (all, mind you, while default-rate interest was ostensibly ticking). By October 2020, Torchlight I went completely dark on the Borrower, racking up additional default-rate interest and requiring that the Hotel incur additional legal fees. For months, Borrower heard nothing from Torchlight. While awaiting a response to its latest settlement offer from months earlier, in February 2021, the Hotel learned that the Plaintiff in the foreclosure action ("Torchlight II") had acquired its loan when K&L Gates introduced itself as Torchlight II's counsel along with two immediate demands: (1) that the Hotel pay Torchlight I's previously incurred legal fees and (2) that Borrower execute a "pre-negotiation letter." Torchlight II is an affiliate of Torchlight I, operating from the same offices and using the same email extensions. PSA's often include certain safeguards to avoid inappropriate double-dealing by trustees or servicers, requiring that transfers of any loans to an affiliate be accompanied by certain notices and marketing, all to ensure that the trust beneficiaries are getting the best possible price for their "lost" mortgage. According to the Hotel, safeguards of this type are present in the PSA that governed the Hotel's mortgage, and Torchlight (I and II) breached these safeguards by selling the loan to "itself" in a transaction "at par" (i.e., for $17 million). If the allegations made in the Hotel's defense are ultimately proved true, it demonstrates an incredible weakness in CMBS markets. If the Hotel's loan was indeed worth only $17 million, then Wells Fargo's and Torchlight I's (and now Torchlight II's) insistency that the Hotel owed more than this amount was seemingly a strong-arm tactic against the struggling Hotel. If, instead, it was worth considerably more than that, the Torchlight II's acquisition of the loan from the special servicer (Torchlight I) for the reduced amount essentially cheated the CMBS trust's beneficiaries out of the difference, all while pocketing the cash. What's worse, in the latter example, is that Torchlight II was uniquely equipped (due to its relationship with Torchlight I) to prosecute the foreclosure on the cheap, all without needing to get "up to speed" or establishing fresh contact. Both of these options, optically, are not great. If special servicers can use their position (which is ostensibly to the benefit of the trust beneficiaries) to treat CMBS trusts as a personal "piggy bank," the continued and repeated abuse of such a practice would surely foretell the eventual implosion of this widespread market. About Mary Brickell Village Hotel LLC Mary Brickell Village Hotel, LLC, operates the Aloft Miami Brickell Hotel. The Hotel consists of fourteen stories, one hundred and sixty rooms, a fitness center, a large pool deck, a nine-hundred-square-foot terrace for events, and one hundred valet parking spaces. Due to the onset of the coronavirus pandemic, the Debtor's main source of revenue -- room stays -- ceased, resulting in a substantial reduction in business. The Debtor was ultimately forced to commence the Chapter 11 case after an involuntary acceleration of its mortgage loan. Mary Brickell Village Hotel, LLC, sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-17103) on July 21, 2021. In the petition signed by Pedro Villar as president of Manager, the Debtor disclosed total assets of $33,965,508 and liabilities of $18,402,378. The Hon. Robert A. Mark is the case judge. Joseph A. Pack is the Debtor's lead counsel, and Zarco Einhorn Salkowski & Broto P.A. is the special litigation counsel. MARY BRICKELL: Seeks Cash Collateral Access ------------------------------------------- Mary Brickell Village Hotel, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas, Miami Division, for authority to use cash collateral and provide adequate protection. Due to the onset of the Coronavirus pandemic, the Debtor's main source of revenue -- room stays -- ceased, resulting in a substantial reduction in business. Because of this massive business decline, and in conjunction with other disputes and lender who was unwilling to accommodate the Hotel's financial situation in respect of the temporarily reduced cashflows, the Debtor has faced significant financial hardship. The Debtor was ultimately forced to commence the Chapter 11 Case after an involuntary acceleration of its mortgage loan. The Debtor is confident that through the restructuring and reorganization pursuant to this Chapter 11 Case, the Debtor can resume its pre-pandemic level of operations poised for success. DF VII REIT Holdings, LLC, a Delaware limited liability company, is the sole entity with a lien interest in Cash Collateral. Pursuant to the Financing Statements, the Lender asserts a security interest in the Cash Collateral. The principal unpaid balance pursuant to the Loan Documents with the Lender is $17,000,000, and the precise balance due thereon is contested, but under no circumstances exceeds $21,374,747. The Debtor proposes to use Cash Collateral solely for working capital purposes, including but not limited to, operating the Debtor's business, including to pay wages, purchase supplies, and pay outside vendors, and such use will be limited to the payment of such amounts and for such items. The Debtor proposes to continue using its Cash Collateral (including both cash on hand and cash generated from the operation of its business) until the earliest occurrence of: (a) the date that is 21 days following the entry of the Interim Order if the Final Order is not entered by such date; (b) the date set forth at the Hearing, if the Interim Order is modified by pronouncement in open court at the same; or (c) the date or time and on such term set forth in the Final Order, upon entry thereof. The Debtor seeks a Court order deeming that the Lender is adequately protected against the use of Cash Collateral by the Debtor in the form of an equity cushion of, at least, 52% in combination with the Debtor's continued monthly payment of $123,961 as required under the Lender's loan documents. The total amount owed to the Lender is at an absolute maximum, $21,374,747.11. The value of the Hotel alone is at least $32,000,000. Accordingly, on account of the Hotel collateral alone, the Lender enjoys an equity cushion of 52%. When considering the fact that the Lender also has a security interest, under the Financing Statements, on personalty present on the Hotel's premises in addition to any interest in Cash Collateral, this equity cushion actually exceeds 52%. A copy of the motion is available at https://bit.ly/3kRpS1Y from PacerMonitor.com. About Mary Brickell Village Hotel Mary Brickell Village Hotel, LLC operates the Aloft Miami Brickell Hotel. The Hotel consists of fourteen stories, one hundred and sixty rooms, a fitness center, a large pool deck, a nine-hundred-square-foot terrace for events, and one hundred valet parking spaces. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-17103) on July 21, 2021. In the petition signed by Pedro Villar, president, the Debtor disclosed up to $50 million in both assets and liabilities. Joseph A. Pack, Esq., at Pack Law is the Debtor's counsel. MEDIAOCEAN LLC: S&P Affirms 'B' Rating on Senior Secured Debt ------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issue-level rating on U.S.-based advertising technology provider Mediaocean LLC's senior secured debt. The '3' recovery rating remains unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery of principal in the event of a payment default. S&P said, "The affirmation reflects our belief that the company's plan to acquire Flash Topco Ltd. (doing business as Flashtalking) will complement its digital advertising capabilities. Specifically, we believe Flashtalking's digital advertising delivery and measurement capabilities will enable Mediaocean to expand its reach with brand advertisers. "The acquisition does not affect our issuer credit rating or outlook on Mediaocean despite the expected increase in its leverage." The company plans to use a $385 million fungible add-on to its current senior secured term loan to partially fund the acquisition. Concurrently, Mediaocean is also proposing to increase its revolving credit facility (currently undrawn) to $65 million. The proposed financial terms are consistent with those of the existing facility. S&P said, "In our view, the incremental debt and interest costs will not significantly affect the company's credit quality at the current rating. Pro forma for the proposed add-on, we estimate that its S&P Global Ratings-adjusted leverage will increase to the mid-6x area in 2021, from 4.1x in 2020, before declining to the mid-5x area in 2022 as it benefits from a full year of revenue from Flashtalking. We expect Mediaocean's free operating cash flow (FOCF) to debt to remain in the 8%-12% range over the next two years, which is well above our 5% downgrade threshold at the current rating." S&P said, "Although the proposed transaction will increase Mediaocean's leverage, it is consistent with our expectations for the company's financial policy and its pro forma credit metrics will be similar to those of its 'B'-rated peers. "We could lower our issuer credit rating on Mediaocean if its organic revenue growth materially slows and its EBITDA margins contract such that we believe it will sustain FOCF to debt of less than 5%. "Although unlikely, we could raise our issuer credit rating on Mediaocean if we become convinced that it will maintain leverage of less than 5x on a sustained basis. We would also need its financial sponsor to provide us with evidence of its commitment to maintaining a less aggressive financial policy that will allow the company to maintain this lower level of leverage before raising our rating." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a default occurring in 2024 due to reduced demand for Mediaocean's products, lower-than-expected digital-media revenue growth, pricing pressure from new competitors, the loss of key customers, and poorly timed debt-financed acquisitions. -- S&P believes the company's lenders would pursue a reorganization rather than a liquidation in a hypothetical default due to its niche operations, strong client relationships, and embedded advertising platform. -- The proposed capital structure comprises a senior secured credit facility, including a $65 million revolving credit facility maturing in 2023 and a $795 million first-lien term loan maturing in 2025. Mediaocean is the borrower of the senior secured credit facilities. The company, its domestic subsidiaries, and designated guarantor subsidiaries guarantee the debt. The collateral package will include all of its domestic assets, the assets of the guarantor subsidiaries, and 65% of the issued and outstanding equity interests in its foreign subsidiaries. Other default assumptions include an 85% draw on the revolving credit facility, LIBOR is 2.5%, and all debt amounts include six months of prepetition interest. Simulated default assumptions -- Year of default: 2024 -- EBITDA at emergence: About $90 million -- Implied enterprise value multiple: 6.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): About $560 million -- Senior secured debt claims: About $855 million --Recovery expectations: 50%-70% (rounded estimate: 65%) MEDIQUIP INC: August 24 Disclosure Statement Hearing Set -------------------------------------------------------- Mediquip, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement for the Plan of Reorganization. On July 20, 2021, Judge Louis A. Scarcella ordered that: * Aug. 24, 2021 at 11:00 a.m. is the telephonic hearing to consider approval of the adequacy of the Disclosure Statement. * Aug. 17, 2021 is fixed as the last day for filing and serving written objection to the Disclosure Statement. A full-text copy of the order dated July 20, 2021, is available at https://bit.ly/3zwPwNV from PacerMonitor.com at no charge. Counsel to Debtor: Heath S. Berger, Esq. Berger, Fischoff, Shumer, Wexler, Goodman, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Telephone: (516) 747-1136 Email: hberger@bfslawfirm.com About Mediquip Inc. Mediquip, Inc., a Bethpage, N.Y.-based provider of home health care services, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-70615) on April 2, 2021. Sonia Carrero, chief executive officer, signed the petition. At the time of filing, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Robert E. Grossman oversees the case. Berger, Fischoff, Shumer, Wexler, Goodman, LLP, serves as the Debtor's legal counsel. MEDIQUIP INC: Unsecureds to Get 59.23% Absent Hill's Contribution ----------------------------------------------------------------- Mediquip, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement for the Plan of Reorganization dated July 20, 2021. On April 2, 2021, the Debtor filed its small business Chapter 11 proceeding to be afforded an opportunity to work out its debts and claims stemming from problems that arose as of a result of a severe cash flow pressure resulting from the Debtor's repeated borrowings from non-conventional lenders, initially to deal with the cash flow issues, bu the Debtor learned after the fact that its President was allegedly using the funds for personal use, and the Debtor became strangled by the onerous repayment terms. Class 2 consists of the Debtor's allowed secured claims. The members of this Class consists of two creditors, Alpha Capital Source, Inc. and Reliable Fast Cash, LLC. The Debtor has already agreed to a payment plan with Alpha, which was "So Ordered" by the Court as part of the Debtor's request to use cash collateral. The Debtor intends to continue making the payments provided in the cash collateral order. The approximate outstanding balance is currently $48,046.93. This claim will be paid in monthly installments of $2,331.00 which includes interest at 9% until paid in full. Reliable Fast Cash, LLC will be paid its allowed secured claim of $29,748.00 together with interest at 9% in monthly installments of $1,150.00 until paid in full. Integrated Medical Systems, Inc. filed a secured claim in connection with three ventilators the Debtor purchased/leased from the creditor. The equipment has been returned and the Debtor believes it has no additional obligation to this creditor and intends to object to the classification and amount of the claim. The Debtor believes, at a minimum, the secured status will be changed to general unsecured and the balance claimed substantially reduced. Class 3 consists of 18 holders of Allowed General Unsecured Claims. The general unsecured creditors are impaired. This class totals approximately $367,936.32. This class will be paid 100% of its Allowed Claims, if William Hill makes his new value cash contribution. They will then receive $150,000.00 to be distributed pro rata within thirty days of the effective date of the Plan, and the balance will be paid in 20 equal quarterly payments of $10,896.50 commencing 30 days after the effective date of the Plan. If Mr. Hill does not make his new cash contribution, then each member of this class will be paid 59.23% of their Allowed Claim in twenty equal quarterly payments of $10,896.50 commencing within 30 days of the effective date of the Plan and continuing 120 days thereafter for 19 additional quarterly payments. In the event claim no. 11 filed by Integrated Medical Systems, Inc. is found to be a general unsecured claim, the percentage paid to this class will be reduced. In addition, to the extent an Adversary Proceeding is commenced to recover money from Will Hill results in a recovery, the net proceeds, after deduction of legal fees and costs incurred in the litigation, will be distributed to members of this class pro rata. Each shareholder shall contribute $150,000.00 to the company in exchange for 50% equity interest. Upon confirmation of the Plan, all of the Debtor's pre-petition equity shares will be cancelled. The Reorganized Debtor shall immediately issue 100 new shares to each of those pre-petition shareholders who have made the required new value contribution of $150,000.00. If a prepetition shareholder does not make the required capital contribution it shall not receive any shares of the Reorganized Debtor. The plan shall be effectuated from a new value contribution from Sonia Carrero and William Hill of $150,000.00 each for a total of $300,000.00. To the extent a pre-petition shareholder fails to make the new value cash contribution, the shareholder will forfeit its right to receive equity in the Reorganized Debtor. The total monthly payments to be paid under the Plan will be approximately $10,896.00 per quarter for twenty quarters (equal to $3,632.00 per month) for Class 3 Claims and approximately $3,481 for 20 months for Class 2 claims. The Debtor has continued to operate its business and has operated profitably during the Chapter 11 Case. As a result of the Debtor's turnaround in operations, the Debtor is now in a position to successfully emerge from Chapter 11 and effectuate the Plan. A full-text copy of the Disclosure Statement dated July 20, 2021, is available at https://bit.ly/2V8Dpr7 from PacerMonitor.com at no charge. Counsel to Debtor: Heath S. Berger, Esq. Berger, Fischoff, Shumer, Wexler, Goodman, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Telephone: (516) 747-1136 Email: hberger@bfslawfirm.com About Mediquip Inc. Mediquip, Inc., a Bethpage, N.Y.-based provider of home health care services, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-70615) on April 2, 2021. Sonia Carrero, chief executive officer, signed the petition. At the time of filing, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Robert E. Grossman oversees the case. Berger, Fischoff, Shumer, Wexler, Goodman, LLP serves as the Debtor's legal counsel. MIGO IQ: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Migo IQ Inc. PDBA Radar Apps Inc. 151 San Francisco Street Suite 201 San Juan, PR 00901 Business Description: Migo IQ Inc. -- https://migoiq.app -- is a recommendation engine that brings the power of machine learning to physical products and experiences. Chapter 11 Petition Date: July 23, 2021 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 21-02246 Debtor's Counsel: Alexis A. Betancourt Vincenty, Esq. LUGO MENDER GROUP, LLC 100 Carr 165 Suite 501 Guaynabo, PR 00968-8052 Tel: (787) 707-0404 Email: a_betancourt@lugomender.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jonathan Kotthoff, chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DPWJHBA/MIGO_IQ_INC__prbke-21-02246__0001.0.pdf?mcid=tGE4TAMA MOBITV INC: Fine-Tunes Plan; Confirmation Hearing Sept. 8 --------------------------------------------------------- Debtors MobiTV, Inc. and MobiTV Service Corporation, together with the official committee of unsecured creditors (the "Committee," and together with the Debtors, the "Plan Proponents"), submitted a First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated July 20, 2021. The Confirmation Hearing has been scheduled for September 8, 2021 at 2:00 p.m. at the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom 2, Wilmington, Delaware 19801 to consider final approval of the Combined Disclosure Statement and Plan and Confirmation of the Plan. Any objection to final approval of the Combined Disclosure Statement and Plan must be filed with the Bankruptcy Court and served on or before August 30, 2021 at 4:00 p.m. The Combined Disclosure Statement and Plan contemplates the establishment of a liquidation trust by and through which the Liquidation Trustee will marshal the remaining Assets of the Estates, review Claims, and make Distributions from such Assets to Holders of Allowed Claims consistent with the priority provisions of the Bankruptcy Code. The Combined Disclosure Statement and Plan implements the Prepetition Lender Settlement, which contemplates, inter alia, the enforcement of the Subordination Agreements with respect to the Subordinated Notes and reallocation of any Distributions on account of the Prepetition Lender Deficiency Claim to certain beneficiaries of the Liquidation Trust. The Prepetition Lender Settlement increases the estimated recoveries to Holders of Allowed General Unsecured Claims (other than the Prepetition Lender and the Subordinated Note Parties) from 6.3% - 9.7% under chapter 7 to 11.8% - 23.5% under the Plan. The Prepetition Lender Settlement provides for, inter alia, (i) the stipulated allowance of the Prepetition Lender Deficiency Claim as a General Unsecured Claim in the amount of $11,300,922 in settlement of any and all Claims the Prepetition Lender may hold against the Debtors' Estates, (ii) the allocation of any Distributions or payments on account of the Prepetition Lender Deficiency Claim to the Liquidation Trust and the beneficiaries thereof, (iii) certain mutual releases among the parties to the Prepetition Lender Settlement, (iv) the enforcement of the Subordination Agreements, (v) the assignment of the Subordination Agreements to the Debtors' Estates or successor, (vi) an agreement among the parties thereto that the Prepetition Lender would support a chapter 11 plan which was consistent with the Prepetition Lender Settlement, and (vii) certain related terms. The Plan will treat claims as follows: * Each Holder of an Allowed Class 1 Claim, at the option of the Liquidation Trustee, shall receive in full and final satisfaction, settlement, and release of and in exchange for such Allowed Class 1 Claim: (A) return of the collateral securing such Allowed Secured Claim; or (B) Cash equal to the amount of such Allowed Secured Claim; or (C) such other treatment which the Plan Proponents and the Holder of such Secured Claim have agreed upon in writing. This Class has 100% estimated recovery. * Each Holder of an Allowed Priority Unsecured Non-Tax Claim at the option of the Liquidation Trustee, shall receive in full and final satisfaction, settlement, and release of and in exchange for such Allowed Class 2 Claim: (A) Cash equal to the amount of such Allowed Priority Unsecured Non-Tax Claim; or (B) such other treatment which the Liquidation Trustee and the Holder of such Allowed Priority Unsecured Non-Tax Claim have agreed upon in writing. This Class has 100% estimated recovery. * Class 3 consists of General Unsecured Claims with $14.4 million - $23.8 million approximate amount and 11.8%-23.5% estimated recovery. After satisfaction in full of all Administrative Expense Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Secured Claims, and Allowed Priority Unsecured Non-Tax Claims, each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the Distributable Cash or such other treatment as may be agreed upon by such Holder and the Liquidation Trustee. * On the Effective Date, all Interests shall be deemed canceled, extinguished and of no further force or effect, and the Holders of Interests shall not be entitled to receive or retain any property on account of such Interests. A full-text copy of the First Amended Combined Disclosure Statement and Plan dated July 20, 2021, is available at https://bit.ly/36Wpuaw from Stretto, the claims agent. Counsel for the Debtors: Jason H. Rosell, Esq. Pachulski Stang Ziehl & Jones LLP 150 California Street, 15th Floor San Francisco, CA 94111-4500 Tel: 415-263-7000 Fax: 415-263-7010 E-mail: rpachulski@pszjlaw.com About MobiTV Inc. Founded in 2000, MobiTV is the first company to bring live and on demand television to mobile devices and is a leader in application-based television and video delivery solutions. MobiTV provides end-to-end internet protocol streaming television services via a proprietary cloud-based, white-label application. On March 1, 2021, MobiTV Inc. and MobiTV Service Corporation filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10457). MobiTV Inc. estimated at least $10 million in assets and $50 million to $100 million in liabilities as of the filing. FTI Consulting, Inc. and FTI Capital Advisors LLC have been retained as the Debtors' financial advisor and investment banker to assist in negotiation of strategic options. Pachulski Stang Ziehl & Jones LLP and Fenwick & West LLP serve as the Debtors' legal counsel. Stretto is the claims agent, maintaining the page https://cases.stretto.com/MobiTV. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors on March 15, 2021. The committee tapped Fox Rothschild, LLP and PricewaterhouseCoopers, LLP as its legal counsel and financial advisor, respectively. MORRIS MAILING: May Use Cash Collateral Thru November 30 -------------------------------------------------------- Judge Jacqueline P. Cox authorized Morris Mailing, Inc. to use cash collateral from June 8 through November 30, 2021, as set forth in the budget. The six-month budget provided for these costs and expenses: Cost of Total Operating Month Goods Sold Expenses ------ ------------ --------------- June 2021 $19,771 $104,273 July 2021 $21,943 $114,818 August 2021 $22,047 $114,737 September 2021 $28,472 $145,497 October 2021 $27,248 $139,312 November 2021 $27,691 $139,601 A copy of the order is available for free at https://bit.ly/2V4rvP2 from PacerMonitor.com. About Morris Mailing Morris Mailing, Inc., a business offering direct-mailing services for various publishers in the Chicago area, filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-06416) on May 17, 2021. In the petition signed by Michael Morris, president, the Debtor disclosed $2,409,960 in total assets and $4,277,484 in total liabilities as of May 12, 2021. Judge Jacqueline P. Cox oversees the case. Hiltz Zanzig & Heiligman, LLC represents the Debtor as legal counsel. MSLHD-KIRK: Collected Rent to Pay Off Claims in Plan ---------------------------------------------------- MSLHD-KIRK, LLC, submitted a Reorganization Plan and a Disclosure Statement on July 14, 2021. Postpetition, the Debtor has collected rent from its sole tenant, Hall Associates, and used those funds to pay its mortgage payment to Pinnacle Bank, and its insurance obligations. The Debtor's principal funded its attorney's fees. Under the Plan, the City of Roanoke's secured tax claim of $25,283 in Class 2 and Pinnacle Bank's secured claim of $630,000 in Class 3 will be paid in full. The Debtor's equity holders in Class 4 will retain their equity in the Debtor but shall not receive any distribution on equity until such time as the Debtor's obligations to its Class 2 and 3 creditors are fully satisfied. Class 4 is impaired. The Plan does not identify any unsecured claims. The Debtor will continue to lease its premises to Hall Associates, Inc. From its payments pursuant to the lease, additional payments from the tenant and contributions from its principal, the Debtor will make payments due under the Plan. Counsel for the Debtor: Andrew S. Goldstein, Esq. Magee Goldstein Lasky & Sayers, P.C. P.O. Box 404 Roanoke, VA 24003-0404 Telephone: (540) 343-9800 Facsimile: (540) 343-9898 E-mail: agoldstein@mglspc.com A copy of the Disclosure Statement dated July 14, 2021, is available at https://bit.ly/3rfJ7DN from PacerMonitor.com. About MSLHD-Kirk MSLHD-Kirk, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 21-70356) on May 3, 2021, listing under $1 million in both assets and liabilities. Stuart Meredith, manager, signed the petition. Magee Goldstein Lasky & Sayers, PC serves as the Debtor's legal counsel. MTE HOLDINGS: Court Approves Disclosure Statement ------------------------------------------------- Judge Craig T. Goldblatt has entered an order approving the Disclosure Statement explaining the Plan of MTE Holdings LLC, et al. The hearing to consider confirmation of the Plan is scheduled for Aug. 25, 2021, at 1:00 p.m. (prevailing Eastern Time). Objections to confirmation of the Plan, if any, must be filed and served no later than 4:00 p.m. (prevailing Eastern Time) on August 13, 2021. The Debtors will, if they deem necessary in their discretion, file a consolidated reply to any such objections and/or any affidavits or declarations in support of approval of the Plan by no later than Aug. 20, 2021 (or three business days prior to the date of any adjourned Confirmation Hearing). If any Holder of a Claim seeks to challenge the allowance of its Claim for voting purposes in accordance with the Tabulation Procedures, such Holder of a Claim must file a motion, pursuant to Bankruptcy Rule 3018(a), for an order temporarily Allowing its Claim in a different amount or classification for purposes of voting to accept or reject the Plan (a "Rule 3018 Motion") and serve the Rule 3018 Motion on the Debtors so that it is received no later than July 26, 2021 at 4:00 p.m. (ET). The Debtors, or any other party in interest, shall have until August 9, 2021 at 4:00 p.m. (ET) to file and serve any responses to such motions, and the moving parties shall have until Aug. 16, 2021, to file any replies. In order to be counted as votes to accept or reject the Plan, all Ballots must be properly executed so that they are actually received no later than 4:00 p.m. (Eastern Time) on August 16, 2021. About MTE Holdings MTE Holdings LLC is a privately held company in the oil and gas extraction business. MTE sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on October 22, 2019. In the petition signed by its authorized representative, Mark A. Siffin, the Debtor disclosed assets of less than $50 billion and debts of $500 million. Judge Karen B. Owens was originally assigned to the case before Judge Christopher S. Sontchi took over. The Debtor tapped Kasowitz Benson Torres LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as its local counsel; Greenhill & Co., LLC, as financial advisor and investment banker; Ankura Consulting LLC, as a chief restructuring officer; and Stretto as its claims and noticing agent. MYSTIC WINE & SPIRITS: Wins Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, has authorized Mystic Wine & Spirits, Inc. to use cash collateral on a final basis. The Debtor and Florida Capital Bank, N.A. have advised the Court that FCB consents to the Debtor's use of cash collateral in accordance with the terms and conditions set forth in the Interim Order Authorizing the Use of Cash Collateral entered on April 9, 2021, up to and including the effective date of an order confirming the Debtor's plan of reorganization; there being no objections by the U.S. Trustee, the Subchapter V Trustee or any other interested party. The Court says all the terms and conditions concerning the Debtor's use of cash collateral as set forth in the April 9 interim order will remain in full force and effect up to and including the effective date of an order confirming the Debtor's plan of reorganization. A copy of the order is available for free at https://bit.ly/2W7Igto from PacerMonitor.com. About Mystic Wine & Spirits Mystic Wine & Spirits, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-12894) on March 29, 2021, listing under $1 million in both assets and liabilities. Judge A. Jay Cristol oversees the case. Jeffrey N. Schatzman, Esq., at Schatzman & Schatzman, P.A., represents the Debtor as legal counsel. NASHEF LLC: May Continue Using Cash Collateral ---------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts has authorized Nashef LLC to continue using cash collateral on the same terms and conditions as the Ninth Order, pending entry of a further separate order. The court previously authorized the Debtor to use cash collateral up to the amounts specified in the budget (plus up to 10% allowance per line item), or as consented to in writing by the U.S. Trustee and the Debtor's secured creditors. Hometown Bank; Harvard Funding LLC; the Internal Revenue Service; the Massachusetts Department of Unemployment Assistance; and the Massachusetts Department of Revenue may assert liens and security interests in certain of the Debtor's assets. The hearing on the motion scheduled for July 22, 2021 is cancelled and a continued hearing will be scheduled. A copy of the order is available at https://bit.ly/3rsP1S5 from PacerMonitor.com. About Nashef LLC Nashef LLC, a privately held company in Fitchburg, Mass. Nashef LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-40199) on Feb. 6, 2020. In the petition signed by Eyad Nashef, manager, the Debtor disclosed $170 in assets and $1,559,000 in liabilities. Judge Christopher J. Panos oversees the case. The Debtor is represented by James P. Ehrhard, Esq. at Ehrhard & Associates, P.C. NEW YORK CLASSIC: Wins Cash Collateral Access Thru Sept. 29 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has authorized New York Classic Motors, LLC, to use the cash collateral of HIL Holdings I LLC and the United States of America, on behalf of the U.S. Small Business Administration on an interim basis through September 29, 2021, the date of the final hearing. The Debtor is permitted to use Cash Collateral in the additional amount of $750,067, pursuant to the budget, which amount will not exceed by more than 10% of the amount set forth in the budget without the express written consent of the Secured Creditors or the Court. The Court says that the terms of the previous Interim Orders will remain in full force and effect. To the extent that the terms of the Order conflict with the terms of any of the Loan Documents, the terms of the Order will govern. The September 29 final hearing is scheduled for 4 p.m. via Zoom for Government. A copy of the order is available at https://bit.ly/3BAKphh from PacerMonitor.com. About New York Classic Motors New York Classic Motors LLC, a classic car dealer in New York, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-10670) on April 9, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. The Debtor is represented by Kirby Aisner & Curley, LLP. Judge Martin Glenn oversees the case. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on April 29, 2021. Arent Fox, LLP and CBIZ Accounting, Tax and Advisory of New York, LLC serve as the committee's legal counsel and financial advisor, respectively. NORTEL NETWORKS: Unsecureds to Recover 33.7% in Wind-Down Plan -------------------------------------------------------------- Nortel Networks India International Inc. ("NNIII"), a Delaware corporation and a wholly-owned subsidiary of Nortel Networks Inc. ("NNI"), filed a Disclosure Statement for the Chapter 11 Plan dated July 20, 2021. The key components of the Plan include: * Payment in full of all Allowed Administrative Expense Claims, Priority Tax Claims, Priority Non-Tax Claims, and Secured Claims. * Incorporation of the global resolution among the Nortel Group regarding the allocation of the Sale Proceeds among each of the Nortel Group estates and settlement of other inter-estate claims and other claims, through the negotiated Settlement and Plans Support Agreement which was approved under Bankruptcy Rule 9019 on January 24, 2017. * The satisfaction, compromise and settlement of various Intercompany Administrative Expense Claims. * The appointment of a Plan Administrator to wind down and distribute the assets of NNIII. The overriding purpose of the Plan is to enable the expeditious distribution of the NNIII's assets to Holders of Allowed Claims and to administer and wind down its remaining assets and obligations. The Plan recognizes the corporate integrity of NNIII and, therefore, Allowed Claims against NNIII will be satisfied only from the assets of NNIII's bankruptcy estate. A Creditor or Interestholder of NNIII, by virtue of its Claims against or Interests in NNIII, has no direct claim against or interest in any Former Debtor and has no direct claim against or interest in any other Affiliate of that Debtor. The Plan also provides for the treatment of Allowed Claims as follows: (i) with respect to each Holder of an Allowed Secured Claim, at the option of NNIII, (a) payment in Cash by or on behalf of NNIII in the amount equal to the Allowed amount of such Secured Claim, (b) the Distribution of the sale or other disposition proceeds of the Collateral securing such Allowed Secured Claim, (c) surrender of the Collateral securing such Allowed Secured Claim to the Holder of such Allowed Secured Claim, (d) such treatment that leaves unaltered the legal, equitable and contractual rights to which the Holder of the Allowed Secured Claim is entitled or (e) such other treatment to which the parties may agree; and (ii) with respect to each Holder of an Allowed General Unsecured Claim, its Pro Rata Share of the Creditor Proceeds as of the applicable Distribution Date. Under the provisions of the Plan, Wind-Down NNIII will continue to resolve its wind-down obligations and fulfill its other obligations under the Plan. Upon completion of such obligations, Wind-Down NNIII may be dissolved by the Plan Administrator without further corporate action, subject to appropriate governmental filings. Class 1 consists of Priority Non-Tax Claims against NNIII. Each Holder of an Allowed Priority Non-Tax Claim in Class 1 shall be paid by or on behalf of NNIII in Cash in the amount equal to the Allowed amount of such Priority Non-Tax Claim. This Class has 100% estimated recovery. Class 2 consists of all Allowed Secured Claims against NNIII. Each Holder of an Allowed Secured Claim in Class 2 shall be satisfied by, at the option of NNIII: (i) payment in Cash by or on behalf of NNIII in the amount equal to the Allowed amount of such Secured Claim on the later of the Effective Date and the date on which such Secured Claim becomes an Allowed Secured Claim; (ii) the Distribution of the sale or other disposition proceeds of the Collateral securing such Allowed Secured Claim; (iii) surrender of the Collateral securing such Allowed Secured Claim to the Holder of such Allowed Secured Claim or (iv) such treatment that leaves unaltered the legal, equitable and contractual rights to which the Holder of the Allowed Secured Claim is entitled. This Class has 100% estimated recovery. Class 3 consists of Allowed General Unsecured Claims NNIII. Each Holder of an Allowed General Unsecured Claim in Class 3 shall receive its Pro Rata Share of the Creditor Proceeds as of the applicable Distribution Date from NNIII. The Disbursing Agent shall make periodic Interim Distributions of the remaining available Creditor Proceeds to Holders of Allowed General Unsecured Claims in Class 3 until the Final Distribution Date. This Class has 33.7% estimated recovery. Class 4 Claims consist of all Interests in NNIII. NNI, as the only Holder of Interests in NNIII, is not expected to receive any Distributions on account of such Interests under the Plan. On the Effective Date, all Interests in NNIII will continue to be held by NNI until the closing of its Chapter 11 Case, solely for Plan administrative purposes. NNI shall receive no Distributions on account of such Interests until such time that all Allowed Claims in Classes 1 through 3 have been satisfied in full. At such time, NNI will receive its Pro Rata Share of any remaining Creditor Proceeds from NNIII. Attorneys for the Debtors: Derek C. Abbott, Esquire Andrew R. Remming, Esquire Tamara K. Minott, Esquire Andrew J. Roth-Moore, Esquire MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19801 dabbott@mnat.com aremming@mnat.com tminott@mnat.com aroth-moore@mnat.com -and- Lisa M. Schweitzer, Esquire David H. Herrington, Esquire CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, New York 10006 lschweitzer@cgsh.com dherrington@cgsh.com About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. NOVELIS INC: S&P Ups ICR to 'BB' on Deleveraging, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Novelis Inc. to 'BB' from 'BB-'. At the same time, S&P Global Ratings raised its issue-level rating on the company's debt to 'BB' from 'BB-'. The '4' recovery rating on the debt is unchanged. The stable outlook primarily reflects S&P's expectation that Novelis' credit measures will continue to improve in fiscal 2022 and stabilize at levels it views as commensurate for the rating, led by growth in earnings and lower net debt. S&P said, "Novelis' operating results and credit measures were stronger than our expectations in fiscal 2021, and we expect continued improvement this year. Our upgrade of Novelis primarily reflects our expectation that the company will maintain credit measures we view as commensurate for the rating in the next several years. The company reduced a material share of debt following its Aleris acquisition in April 2020, and we expect further deleveraging from internal cash flow generation. Novelis also generated sequential quarterly growth in earnings and cash flow that contributed to stronger-than-expected credit measures in fiscal 2021 despite the pandemic-led recession. "The company's adjusted debt-to-EBITDA ratio was 3.8x in fiscal 2021 (ended March 31, 2021), which is stronger than our previous estimates and we expect further improvement over the next two years. Aleris added about US$200 million, or roughly 50% of the year-over-year increase in EBITDA last fiscal year. In addition, higher can shipments--which account for the largest share of the company's total revenue (about 50%)--were a notable contributor to operating results. In our view, growth in aluminum can demand, which is trending above historical levels, is secular and has demonstrated resilience to macroeconomic pressure. Notwithstanding pandemic-related automotive original equipment manufacturer (OEM) production disruptions earlier in the year, Novelis' automotive business was a significant source of earnings and cash flow. "We estimate Novelis will generate an adjusted debt-to-EBITDA (leverage) ratio of about 3x in fiscal 2022, and modestly lower in the following year. We also expect free operating cash flow (FOCF) to debt of just over 10% over the next two years. We assume steady growth in beverage can and automotive shipments will underpin growth in Novelis' earnings and cash flow. We also believe there is further upside from the acquired Aleris businesses (notably its North America building and construction segment) and operational efficiencies over the next two years. Short-term demand for aluminum automotive sheet will likely be affected by the semiconductor shortage in the auto industry. However, we believe this is temporary; auto inventories are currently low and we expect a strong rebound in global light vehicle sales over the next couple of years (particularly in fiscal 2022), with positive fundamentals for aluminum applications. "Cans provide resilience but we expect automotive market exposure will be the key driver of earnings and cash flow. We believe the trend of increased aluminum penetration in the automotive market will continue over the next several years, led by efficiency considerations (aluminum is lighter than steel) and electrification. Novelis should continue to benefit from its leading market position and early entrance into this market, particularly given the exacting specifications of automotive OEM customers. The company is most exposed to larger vehicles such as light trucks and SUVs that remain in high demand and are more aluminum intensive. With the recent commissioning of new automotive finishing capacity in the U.S. (Guthrie, Ky.) and China (Changzhou), Novelis has approximately 1 million metric tons of capacity, the largest globally. We do not anticipate its automotive business will account for much more than 20% of consolidated shipments given our assumption for growth of Novelis' consolidated business. However, we believe the company is well positioned to capture future expected growth in this higher-margin segment. "Meaningful free cash flow generation after organic growth investments provides financial flexibility. We expect Novelis will generate annual free cash flow of more than US$500 million over the next few years, provides it with financial flexibility. Our estimates incorporate higher growth-related spending, which should improve efficiency (such as de-bottlenecking at facilities) and expand capacity namely for cans (rolling and casting capacity expansion in Brazil) and the automotive business (likely in China). These investments contribute to our expectation for margins above pre-fiscal 2021 levels, which we view favorably relative to that of peers. We also believe the company has the ability to further expand organically--potentially beyond our estimates--without weakening its balance sheet. "The company has meaningfully reduced its debt load following the Aleris acquisition and we expect further deleveraging from internally generated cash flow. The company repaid about US$600 million in debt following transactions in March 2021 that also improved its maturity profile. The company remains committed to net leverage of 2.5x (before S&P Global Ratings' adjustments) over the medium term, which we consider achievable mainly given our outlook for free cash flow. In addition, we believe the regulatory challenges associated with the Aleris closing (especially the mandated sale of its Lewisport facility) will likely deter the company from pursuing large-scale investments. "Hindalco Industries Ltd.'s ownership remains a source of uncertainty, but financial policies have become clearer. Our ratings on Novelis continues to incorporate a one-notch downward adjustment for the financial policy, which primarily reflects its ownership by Hindalco Industries Ltd. Hindalco articulated a new capital allocation plan earlier this year, which provides greater visibility regarding future cash distributions from Novelis. On a consolidated basis, Hindalco intends to allocate 8%-10% of its consolidated free cash flow toward shareholder dividends. Given that Novelis accounts for about 70% of consolidated Hindalco EBITDA, we expect the company will be the primary source of dividends. "We estimate future distributions will be relatively modest and not materially affect our estimates for the company's credit measures. In addition, Hindalco's stand-alone reported leverage has materially improved, consistent (and now lower) than that of Novelis. That said, there is no operational integration between the entities and Novelis' financial policies remain governed by Hindalco, which could change. Hindalco's financial risk profile is more conservative than in the past, but its history of upstreaming material dividends from Novelis is considered in our assessment. Moreover, while large acquisitions are not assumed in our base-case scenario, we also incorporate Novelis' tolerance for much high leverage associated with the recent Aleris acquisition. "We expect Novelis will generate improved credit measures beyond this year, led by steady growth in earnings and net debt reduction from free cash flow generation. We estimate the company's adjusted debt to EBITDA at about 3x in fiscal 2022 and lower the following year, with positive free cash flow generation. Our estimates incorporate steady, albeit moderate growth in can shipments relative to Novelis' automotive and building and construction businesses. We also assume modest dividends paid to parent Hindalco, but for the consolidated credit profile to remain aligned with stand-alone Novelis. "We could lower the rating over the next 24 months should Novelis' adjusted debt to EBITDA increase and remain above 4x. In this scenario, we would expect sustained pressure in automotive market demand fundamentals that limits growth in Novelis' earnings and cash flow. More aggressive financial policies, which could include higher-than-expected dividends paid to its shareholder or a large debt-financed acquisition, could also lead to a downgrade. "We could upgrade Novelis over the next 24 months if we expect the company will generate and maintain adjusted debt to EBITDA below 3x and FOCF to debt above 15% on a sustained basis. In this scenario, we would expect continued gross debt reduction in tandem with sustained earnings and cash flow growth most likely spurred by higher-margin automotive and aerospace shipments. Alternatively, an improvement in our business risk profile on Novelis in tandem with core credit measures aligned with our current assumptions could also lead to an upgrade. However, any upside to the rating is contingent on corresponding improvement in our view of the group credit profile, including Hindalco, with key consideration of its prospective financial policies." OFFICEMART INC: Seeks Cash Collateral Access -------------------------------------------- Officemart, Inc. asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, for authority to use cash collateral. The Debtor's financial problems were caused by a reduction in business caused by COVID-19 and the Debtor's attempt to resolve such issues by engaging in transactions related to personal protective equipment, in which the Debtor would procure buyers for PPE and purchase the related PPE from third-party sellers in an effort to bridge the gap caused by the drop in sales related to COVID-19. This continued until several of the PPE transactions led to the Debtor procuring and transmitting the funds for PPE purchases to certain sellers, and the sellers failing to provide the related PPE products, resulting in a number of lawsuits related to the same. Prior to Chapter 11 filing, the Debtor was a party, or was allegedly party, to these agreements: A. Effective as of July 12, 2020, the Debtor and TVT Capital, LLC entered into an Agreement for the Purchase and Sale of Future Receipts, resulting in the filing by TVT of a UCC-1 Financing Statement on or about June 3, 2020, asserting a lien on all payments made to the Debtor by cash, check, ACH or other electronic transfer, credit card, debit card, bank card, charge card or other form of monetary payment in the ordinary course of the Debtor's business. At the time of filing, the Debtor estimated that approximately $585,049 was owed to TVT related to the transaction. B. UCC-1 Financing Statement recorded on or about June 17, 2020 in favor of Avalon Funding Corporation, asserting a blanket lien on all of the Debtor's personal property. This filing was the result of the Debtor's inquiry with Avalon, and the Debtor has never incurred any debt from Avalon in relation to the UCC-1 Financing Statement filed by Avalon and has requested that the same be duly cancelled. C. UCC-1 Financing Statement recorded on or about October 7, 2019, in favor of Corporation Service Company, as Representative, purporting to grant a lien on "all payments made to Debtor by cash, check, ACH or other electronic transfer, credit card, debit card, bank card, charge card or other form of monetary payment in the ordinary course of Debtor's business." To the best of the Debtor's knowledge and ability, this filing was the result of a loan agreement with a creditor providing for the extension of funding, that has since been satisfied in full. Therefore, the UCC-1 Financing Statement should have been cancelled accordingly but has been listed in the present Motion out of an abundance of caution. The Debtor is currently anticipating a continuation of its farming operation by way of this proposed reorganization. The Debtor believes that in order to maintain existing operations and retain maximum value of its business, it will be required to incur certain operating expenses, including payroll, insurance, utilities, and other operating expenses. The Debtor's sales are the primary source of cash with which to operate the Debtor's businesses. The Debtor proposes that the Cash Collateral Creditors will have (i) a continuing post-petition replacement lien and security interest in all property and categories of property of the same extent, validity, and priority as held prepetition. The validity, enforceability, and perfection of the post-petition replacement liens will be immediately deemed perfected, without the need for any further action on the part of the Cash Collateral Creditors. A copy of the motion and the Debtor's budget for July 17 to August 15, 2021 is available at https://bit.ly/3eM12Ns from PacerMonitor.com. The Debtor projects $35,160.90 in total income and $25,107 in total expenses. About OfficeMart, Inc. OfficeMart, Inc. is in the business of providing office supplies, goods, and services to nationwide distributors and customers. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 21-01590) on July 16, 2021. In the petition signed by Jason D. Angel, CEO, the Debtor disclosed $4,592 in assets and $8,070,038 in liabilities. Judge David M. Warren oversees the case. Blake Y. Boyette, Esq. at Buckmiller, Boyette & Frost, PLLC is the Debtor's counsel. PARUSA INVESTMENT: Case Summary & 10 Unsecured Creditors -------------------------------------------------------- Debtor: Parusa Investment Corporation 500 Knights Run Ave #914 Tampa, FL 33602 Business Description: Parusa Investment Corporation is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 23, 2021 Court: United States Bankruptcy Court Middle District of Florida Case No.: 21-03854 Debtor's Counsel: Scott Underwood, Esq. UNDERWOOD MURRAY, P.A. 100 North Tampa St 2325 Tampa, FL 33602 Tel: 813-540-8402 Email: sunderwood@underwoodmurray.com Debtor's Special Counsel: Tim B. Wright, Esq. WRIGHT, PONSOLDT & LOZEAU, TRIAL ATTORNEYS, LLP Debtor's Special Counsel: Kara Rockenbach Link, Esq. LINK & ROCKENBACH, PA Debtor's Real Estate Broker: KEEN SUMMIT CAPITAL PARTNERS, LLC Total Assets: $29,358,424 Total Liabilities: $5,879,577 The petition was signed by Christophe Rothpletz, president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C77KNPI/Parusa_Investment_Corporation__flmbke-21-03854__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 10 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Xavier Bestenheider $5,565,786 2. Wright, Ponsoldt & $58,065 Lozeau Trial Attorneys, LLP 1002 SE Monterey Commons Blvd. Suite 100 Stuart, FL, 34996 3. Air Conditioning $23,565 Innovative Solutions, Inc. PO Box 3274 McKinney, TX, 75070 4. Reliant Energy $19,248 Retail Services, LLC PO Box 120954 Dallas, TX, 75312-0954 5. CV Premier $8,428 PO Box 168022 Irving, TX, 75016 6. Haggerty Electric $2,163 PO Box 765161 Dallas, TX, 75376-5161 7. Triton Elevator, LLC $1,080 815 Mercury Avenue Duncanville, TX, 75137 8. Roofmaster $487 2618 W Pioneer Pkwy #200 Grand Prairie, TX, 75051 9. EDC Electronic $379 Directory Corporation PO Box 8127 Chicago, IL, 60680-8127 10. Michael's Keys, Inc. $373 206 W. Bedford Euless Rd. Hurst, TX, 76053 PASHA GROUP: Moody's Withdraws Caa1 CFR Following Debt Redemption ----------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of The Pasha Group including the company's Caa1 corporate family rating, Caa1-PD probability of default rating and Caa1 senior secured bank credit facility, and negative outlook following the full redemption of its senior secured facilities. The following ratings/assessments are affected by the action: Ratings Withdrawn: Issuer: The Pasha Group Corporate Family Rating, Withdrawn, previously Caa1 Probability of Default Rating, Withdrawn, previously Caa1-PD Senior Secured Bank Credit Facility, Withdrawn, previously Caa1 (LGD3) Outlook Actions: Issuer: The Pasha Group Outlook, Changed To Rating Withdrawn From Negative RATINGS RATIONALE Moody's has withdrawn all of The Pasha Group ratings following the company's complete redemption of all its outstanding $160 million senior secured bank credit facility. The Pasha Group, based in San Rafael, California, is a provider of transportation and logistics services, including ocean-based shipping, automotive port processing and distribution, and relocation services. The company is privately-held, primarily by the Pasha family. Revenues approximated $796 million for the last twelve months ended March 31, 2021. PELCO STRUCTURAL: Seeks to Hire Phillips Murrah as Legal Counsel ---------------------------------------------------------------- Pelco Structural, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Phillips Murrah PC as its legal counsel. Phillips Murrah will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare legal papers; (d) negotiate, prepare, and file a plan of reorganization and related disclosure statements and all related documents, and otherwise promote the financial rehabilitation of the Debtor; and (e) perform all other necessary legal services. The hourly rates of Phillips Murrah's attorneys and staff are as follows: Clayton D. Ketter, Director $300 per hour Jason M. Kreth, Director $300 per hour Maribeth D. Mills, Certified Bankruptcy Assistant $135 per hour In addition, Phillips Murrah will seek reimbursement for expenses incurred. Clayton Ketter, a director at Phillips Murrah, 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: Clayton D. Ketter, Esq. Jason M. Kreth, Esq. Phillips Murrah P.C. Corporate Tower, 13th Floor 101 North Robinson Avenue Oklahoma City, OK 73102 Telephone: (405) 235-4100 Facsimile: (405) 235-4133 Email: cdketter@phillipsmurrah.com jmkreth@phillipsmurrah.com About Pelco Structural Edmond, Okla.-based Pelco Structural, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 21-11926) on July 16, 2021. Stephen P. Parduhn, president, signed the petition. At the time of the filing, the Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge Janice D. Loyd oversees the case. Phillips Murrah, PC serves as the Debtor's legal counsel. PELCO STRUCTURAL: Wins Interim Cash Collateral Access ----------------------------------------------------- Pelco Structural, L.L.C. sought and obtained interim approval from the U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, to use cash collateral. The Debtor seeks to use cash collateral to pay the day-to-day operating expenses associated with its business, to make payments authorized by the Court, to cover the administrative costs incurred in this case including, but not limited to, the payment of professionals of the estate, and for such other expenses necessary to preserve the value of the Debtor's estate. Pelco Industries, Inc. is claiming an interest in the Debtor's cash. It is possible that Exelon Business Services Company, LLC may also claim an interest in certain of the Debtor's cash by virtue of an issued garnishment. The Debtor disputes any such interest and contends that even if it were to exist, such interest would be inferior to the interest of Industries and avoidable. Prior to the Petition Date, the Debtor executed and delivered to Pelco Products, Inc. a Promissory Note and Security Agreement effective as of July 31, 2017, in the original principal amount of $460,000. At the time the 2017 Note was entered into, Products was an affiliate of the Debtor. To secure the indebtedness evidenced by the 2017 Note, the Debtor granted Products a blanket security interest covering the Debtor's inventory, chattel paper, accounts, equipment, and general intangibles. Also prior to the Petition Date, the Debtor executed and delivered to Products that Promissory Note and Security Agreement effective as of December 1, 2019 in the original principal amount of $5,365,161. As adequate protection against any diminution in value as a result of the use, sale, or lease of Industries' collateral and or the imposition of the automatic stay. Industries will receive adequate protection in the form of additional, replacement, continuing, valid, binding, enforceable, and automatically and properly perfected security interests in and liens against all types and kinds of property as set forth as collateral under the loan documents between Industries and the Debtor; provided, however, that the Postpetition Collateral will not include the Debtor's claims and causes of action under 11 U.S.C. sections 544, 545, 547, 548, 549, or 550. Subject to the Carve-Out, the Replacement Liens will be (i) first priority perfected liens on all of the Postpetition Collateral as to which Industries had a valid and perfected first priority lien or security interest as of the Petition Date and (ii) junior perfected liens on all Postpetition Collateral that is subject to a validly perfected lien or security interest with priority over Industries' liens or security interests as of the Petition Dale. To the extent that the Replacement Liens prove insufficient to provide adequate protection. Industries will be granted a superpriority administrative expense claim as provided in 11 U.S.C. section 507(b), which will be subordinate and subject to the Carve-Out. The Carve Out means the following amounts: (i) statutory fees payable to the United States Trustee; (ii) Ices payable to the clerk of the Bankruptcy Court; (iii) reasonable Ices and expenses of a trustee that are incurred after the conversion of the case to a case under Chapter 7 of the Bankruptcy Code in an amount not to exceed $50,000; (iv) reasonable and documented expenses payable to any statutory committee appointed in this case; and (v) professional fees and expenses incurred by professionals retained by the Debtor pursuant to 11 U.S.C. sections 327(a) and 1103 and allowed by the Court. An "Event of Default" will occur if the Debtor fails to perform fully and in a timely manner any provision, term, or condition of the interim or final orders approving this Cash Collateral Motion. Upon the occurrence of an Event of Default, any person claiming an interest in cash collateral shall give notice to the Debtor describing the alleged Event of Default and stating that the Debtor's right to use cash collateral will automatically terminate if the Debtor does not cure such Event of Default within 10 business days. In the event the Debtor fails to cure such Event of Default within 10 business days of the claimant giving notice, the Debtor's rights to use cash collateral will automatically terminate, and the Debtor will not make further use of cash collateral without further Court order. A final hearing on the Debtor's request is set for August 25, 2021, at 10:00 a.m. A copy of the motion is available at https://bit.ly/3Bt4mXf from PacerMonitor.com. About Pelco Structural LLC Pelco Structural LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 21-11926) on July 16, 2021. In the petition signed by Stephen P. Parduhn, president and CEO, the Debtor disclosed up to $50 million in both assets and liabilities. Clayton D. Ketter, Esq. at Phillips Murrah P.C. is the Debtor's counsel. POSITECH INTERNATIONAL: Taps Sheehan & Associates as Legal Counsel ------------------------------------------------------------------ Positech International, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Sheehan & Associates, PLLC to serve as legal counsel in its Chapter 11 case. Sheehan & Associates will render these legal services: (a) advise the Debtor regarding its powers and duties and assist the Debtor in the administration of its estate and preparation of a plan of reorganization. (b) prepare legal papers; (c) represent the Debtor at hearings on various motions, applications and proceedings; (d) investigate and institute any proceedings relating to transactions between the Debtor and its creditors; (e) prosecute an appeal; and (f) perform such other necessary legal services. Sheehan & Associates will charge an hourly fee of $400 for attorney time, plus reimbursement for expenses incurred. Martin Sheehan, Esq., a member of Sheehan & Associates, 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: Martin P. Sheehan, Esq. Sheehan & Associates, PLLC 1 Community St., Ste. 200 Wheeling, WV 26003 Telephone: (304) 232-1064 Facsimile: (304) 232-1066 Email: SheehanBankruptcy@WVDSL.net SheehanParalegal@WVDSL.net About Positech International PosiTech International, Inc. -- http://positechheattransfer.com/-- designs, manufactures, remanufactures and distributes new oil coolers for aviation, OEM modular packages and industrial applications. It was founded by Bill Blair in 1985. Positech International sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 19-00866) on Oct. 3, 2019. Lawrence Blair, president, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Becker McKay Wyckoff Mignault oversees the case. The Debtor tapped Martin P. Sheehan, Esq., at Sheehan & Associates, PLLC, as its legal counsel. POWDR CORP: Moody's Affirms B2 CFR & Alters Outlook to Stable ------------------------------------------------------------- Moody's Investors Service affirmed ratings for POWDR Corp., including its B2 Corporate Family Rating and B2-PD Probability of Default Rating, as well as the B1 rating for the company's $300 million senior secured notes due 2025. The outlook is revised to stable from negative. The revision of the outlook to stable and rating affirmations reflect Moody's expectation that POWDR's earnings will recover in FY22 and that debt-to-EBITDA leverage will decline from its current level of about 11x (for the LTM period ended March 2021) to the low 8.0x at end of FY21 (ending September 2021) and below 6.5x by the end of FY22 (end September 30, 2022). Moody's expects the upcoming 2021-2022 ski season will see visitation and other on-mountain activities largely normalize back to FY19 (pre-pandemic) levels as the coronavirus pandemic subsides and travel and capacity restraints are lifted or meaningfully eased. In addition, POWDR's very good liquidity also supports the ratings and stable outlook because the company's $145 million of cash at the end of March 2021, $50 million undrawn revolver (unrated), and expected positive free cash flow of about $15 million over the next year provides financial flexibility to maintain reinvestment and meet operating needs and debt service in the event that visitation is weaker than expect. Moody's took the following actions: Issuer: POWDR Corp. Corporate Family Rating, affirmed B2 Probability of Default Rating, affirmed B2-PD Senior secured notes, affirmed B1 (LGD3) Outlook Actions: Issuer: POWDR Corp. Outlook, revised to Stable from Negative RATINGS RATIONALE POWDR's B2 CFR reflects Moody's expectation that the company's currently elevated leverage will decline over the next 12-to-18 months. Moody's projects lease adjusted debt/EBITDA of about 11x for the LTM period ended March 31, 2021 will decline to a low 8.0x range by the end of FY21 (ending September 2021) and below 6.5x by the end of FY2022 (ending September 30, 2022) due to an earnings recovery. Moody's expects the upcoming 2021-2022 ski season will see visitation and other on-mountain activities largely normalize back to FY19 (pre-pandemic) levels as the coronavirus pandemic subsides and travel and capacity restraints are lifted or meaningfully eased. The rating also reflects POWDR's small scale with revenue of about $256 million for the LTM period ended March 31, 2021 and revenue concentration as the top three resorts generate roughly two thirds of total revenue. In addition, POWDR's operating results are highly seasonal, exposed to varying weather conditions as well as subject to discretionary consumer spending that is tied to general economic conditions. Competition from other skiing and leisure activities necessitates high capital investment in properties and marketing to sustain customer interest, visitation and pricing power. Environmental considerations in addition to exposure to adverse weather include the need to access large quantities of water, which may be challenging following periods of severe drought, and the vast amounts of land including mountains and forests that the company is responsible to properly operate and protect. However, the rating benefits from POWDR's position as one of the leading operators in the United States ski industry, operating 13 properties including 10 mountain resorts. The company has properties in multiple states and Canada and generates about 15% of its revenue from non-winter skiing activities including summer activities such as camps, and mountain biking, and Woodward action sports. These revenues help to somewhat mitigate the company's exposure to weather and operating seasonality. The rating is also supported by the relatively stable long-term fundamentals for the North American snows ports industry, characterized by high barriers to entry and an affluent customer base that provides resiliency even during weak economic periods, including the 2007- 2009 recession. The company also has very good liquidity with the cash balance of about $145 million and access to an undrawn $50 million revolver facility due 2025, as well as expected free cash flow of about $15 million to $20 million over the next year. 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 services industry is one of the sectors most meaningfully affected by the coronavirus because of exposure to discretionary spending. Governance factors primarily consider POWDR as a family-owned company by the Cumming family, which also holds a majority interest in Snowbird that is not part of POWDR's asset portfolio. The company has historically maintained modest leverage, and Moody's expects the company to focus on long-term value through reinvestment that will allow leverage to decline over time as earnings normalize. Moody's believes there is event risk related to future acquisitions including a potential combination of Snowbird into POWDR that would likely only be pursued when the company has lower leverage and more financial flexibility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that debt-to-EBITDA leverage will decline to below 6.5x by the end of FY22 (September 2022) with anticipated earnings recovery. The stable outlook also reflects the company's very good liquidity over the next year that provides flexibility to reinvest and manage operations in the event coronavirus cases or other factors weaken discretionary consumer spending and visitation. Factors that would lead to a downgrade include a weaker than expected earnings recovery, resulting in debt/EBITDA expected to remain above 6.5x. A deterioration in liquidity could also lead to a downgrade. Ratings could be upgraded if the company increases its scale and geographic diversification with strong levels of reinvestment while maintaining at least good liquidity with Moody's adjusted debt/EBITDA comfortably below 5.0x. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. POWDR Corp. headquartered in Park City, Utah, operates 10 mountain resorts across 13 properties including Copper Mountain, CO, Killington, VT and Mt. Bachelor, OR. The core business also offers action sports camps through its Woodward brand. Ancillary revenue is generated from two adventure experiences: Powderbird helicopter skiing in Utah and Sun Country Tours whitewater rafting in Oregon, as well as through original content on Woodward TV. The company is private and does not publicly disclose its financials. POWDR is owned by the Cumming family. Revenue was about $256 million for the LTM period ended March 31, 2021. PREFERRED EQUIPMENT: Sept. 8 Plan Confirmation Hearing Set ---------------------------------------------------------- Preferred Equipment Resource, LLC, filed with the U.S. Bankruptcy Court for the District of Rhode Island a plan of reorganization under subchapter V of chapter 11. On July 20, 2021, Judge Diane Finkle ordered that: * Aug. 25, 2021, is fixed as the last day for filing written acceptances or rejections of the Plan. * Sept. 1, 2021, is fixed as the last day for filing written objections to the Plan. * Sept. 1, 2021, is the date by which an equity security holder or creditor whose claim is based on a security, must be the holder of record of the security, in order to be eligible to vote to accept or reject the Plan. * Sept. 1, 2021, is the date by which the trustee must file a statement of his/her estimated fees that will be incurred through the confirmation hearing date. * Sept. 8, 2021, at 10:00 a.m. via Zoom.gov Video Platform is the hearing on confirmation of the Plan. A copy of the order dated July 20, 2021, is available at https://bit.ly/3iOa4uC from PacerMonitor.com at no charge. 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. Judge Diane Finkle oversees the case. 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. Counsel for creditor TD Bank, N.A. is Christopher J. Fragomeni, Esq. at Savage Law Partners, LLP. PRIME LOGISTICS: Seeks to Hire Robert Bassel as Bankruptcy Counsel ------------------------------------------------------------------ Prime Logistics, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Robert Bassel, Esq., an attorney practicing in Clinton, Mich., to handle its Chapter 11 case. Mr. Bassel has agreed to charge a discounted rate of $250 per hour for his services, plus reimbursement for expenses incurred. The attorney 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 attorney can be reached at: Robert Bassel, Esq. P.O. Box T Clinton MI 49236 Telephone: (248) 835-7683 Email: bbassel@gmail.com About Prime Logistics Prime Logistics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-45397) on June 24, 2021. Milad Yousif, principal, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Mark Randon oversees the case. The Debtor tapped Robert Bassel, Esq., as its legal counsel. PUBLIUS VALERIUS: Seeks to Hire Margaret McClure as Legal Counsel ----------------------------------------------------------------- Publius Valerius Publicola, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Margaret McClure, Esq., an attorney practicing in Houston, Texas, to handle its Chapter 11 case. The attorney will be paid at her hourly rate of $300 while paralegal will be paid at hourly rate of $150, plus reimbursement of expenses incurred. Ms. McClure received a retainer of $30,000 from the Debtor on July 1, 2021. Ms. McClure disclosed in a court filing that she is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Margaret M. McClure, Esq. 25420 Kuykendahl Road, Suite B300-1043 The Woodlands, TX 77375 Telephone: (713) 659-1333 Facsimile: (713) 658-0334 Email: margaret@mmmcclurelaw.com About Publius Valerius Publicola Publius Valerius Publicola, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-32258) on July 3, 2021. At the time of the filing, the Debtor disclosed total assets of up to $1 million and total liabilities of up to $500,000. Judge Christopher M. Lopez oversees the case. Margaret M. McClure, Esq., serves as the Debtor's bankruptcy attorney. PUERTO RICO: Paul Weiss, et al. 13th Update on General Bondholders ------------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, Willkie Farr & Gallagher LLP, and Jimenez, Graffam & Lausell submitted thirteenth supplemental verified statement to disclose an updated list of Ad Hoc Group of General Obligation Bondholders that it they are representing in the Chapter 11 cases The Commonwealth of Puerto Rico, et al. In or around July 2015, certain members of the Ad Hoc Group of General Obligation Bondholders engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP and Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP to represent their interests as holders of General Obligation Bonds. From time to time thereafter, certain additional holders of General Obligation Bonds have joined and certain other holders have departed the Ad Hoc Group of General Obligation Bondholders. In October 2016, the Ad Hoc Group of General Obligation Bondholders retained Jiménez, Graffam & Lausell, as its Puerto Rico counsel. In February 2020, the Ad Hoc Group of General Obligation Bondholders retained Willkie, Farr & Gallagher LLP. On July 13, 2017, Counsel submitted the Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On November 3, 2017, Counsel submitted the First Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On June 21, 2018, Counsel submitted the Second Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On August 9, 2018, Counsel submitted the Third Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On August 10, 2018, Counsel submitted the Corrected Third Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On October 19, 2018, Counsel submitted the Fourth Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On March 8, 2019, Counsel submitted the Fifth Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On February 20, 2020, Counsel submitted the Sixth Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On July 3, 2020, Counsel submitted the Seventh Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On October 14, 2020, Counsel submitted the Eighth Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On December 14, 2020, Counsel submitted the Ninth Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On March 12, 2021, Counsel submitted the Tenth Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On April 16, 2021, Counsel submitted the Eleventh Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. On April 26, 2021, Counsel submitted the Twelfth Supplemental Verified Statement of the Ad Hoc Group of General Obligation Bondholders Pursuant to Bankruptcy Rule 2019. As of July 9, 2021, the Ad Hoc Group of General Obligation Bondholders and their disclosable economic interests are: Aurelius Capital Management, LP 535 Madison Avenue New York, NY 10022 General Obligation Bonds: * $120,000 of Public Improvement Bonds of 1999 * $100,000 Public Improvement Bonds of 2002, Series A * $15,000 of Public Improvement Ref. Bonds, Series 2002 A * $25,135,120 of Public Improvement Bonds of 2003, Series A * $4,884,000 of Public Improvement Ref. Bonds, Series 2003 A * $335,000 of Public Improvement Bonds of 2004, Series A * $110,000 of Public Improvement Bonds of 2005, Series A * $140,000 of Public Improvement Ref. Bonds, Series 2006 A * $50,000 of Public Improvement Bonds of 2006, Series A * $5,820,000 of Public Improvement Bonds of 2006, Series A * $75,000 of Public Improvement Bonds of 2006, Series B * $315,000 of Public Improvement Bonds of 2007, Series A * $965,000 of Public Improvement Ref. Bonds, Series 2007 A * $16,029,333 of Public Improvement Ref. Bonds, Series 2007 A * $1,365,000 of Public Improvement Ref. Bonds, Series 2008 A * $200,000 of Public Improvement Ref. Bonds, Series 2008 C * $120,000 of Public Improvement Bonds of 2008, Series A * $2,350,000 of Public Improvement Ref. Bonds, Series 2009 B * $5,920,000 of Public Improvement Ref. Bonds, Series 2011 A * $100,000 of Public Improvement Ref. Bonds, Series 2011 C * $28,925,000 of Public Improvement Bonds of 2011, Series A * $6,725,000 of Public Improvement Ref. Bonds, Series 2011 D * $6,690,000 of Public Improvement Ref. Bonds, Series 2011 E * $2,365,000 of Public Improvement Ref. Bonds, Series 2012 B * $11,280,000 of Public Improvement Ref. Bonds, Series 2012 A * $109,000 of General Obligation Bonds of 2014, Series A * $258,075 of Public Improvement Ref. Bonds, Series 2002 A * $13,450,000 of Public Improvement Bonds, Series 2002 A * $3,505,000 of Public Improvement Unref. Bonds, Series 2002 A PBA Bonds: * $154,074 of Government Facilities Revenue Ref. Bonds, Series C * $630,000 of Government Facilities Revenue Bonds, Series D * $96,089 of Government Facilities Revenue Ref. Bonds, Series H * $75,000 of Government Facilities Revenue Bonds, Series I * $695,000 of Government Facilities Revenue Ref. Bonds, Series M * $652,977 of Government Facilities Revenue Bonds, Series N * $575,000 of Government Facilities Revenue Ref. Bonds, Series P * $210,000 of Government Facilities Revenue Ref. Bonds, Series Q * $329,444 of Government Facilities Revenue Ref. Bonds, Series U PRHTA Bonds: * $10,418,225 of HTA Revenue Bonds, 2003 Subordinate * $1,783,900 of HTA Revenue Bonds, Series I * $315,000 of HTA Revenue Bonds, Series L * $453,625 of HTA Revenue Bonds, Series G * $176,625 of HTA Revenue Bonds, Series H Mandatory Tender * $801,975 of HTA Revenue Bonds, Series J * $815,000 of HTA Revenue Bonds, 2007 N * $8,325 of HTA Revenue Bonds, Series H PRCCDA Bonds: * $6,665,000 of PRCCDA Tax Revenue Bonds, Series A PRIFA Bonds: * $803,640 of PRIFA Tax Revenue Bonds, Series 2005A * $5,742,585 of PRIFA Tax Revenue Bonds, Series 2005C * $10,000 of PRIFA Tax Revenue Bonds, Series 2006B General Obligation Bonds: * $120,000 of Public Improvement Bonds of 1999 * $100,000 Public Improvement Bonds of 2002, Series A * $15,000 of Public Improvement Ref. Bonds, Series 2002 A * $25,135,120 of Public Improvement Bonds of 2003, Series A * $4,884,000 of Public Improvement Ref. Bonds, Series 2003 A * $335,000 of Public Improvement Bonds of 2004, Series A * $110,000 of Public Improvement Bonds of 2005, Series A * $140,000 of Public Improvement Ref. Bonds, Series 2006 A * $50,000 of Public Improvement Bonds of 2006, Series A * $5,820,000 of Public Improvement Bonds of 2006, Series A * $75,000 of Public Improvement Bonds of 2006, Series B * $315,000 of Public Improvement Bonds of 2007, Series A * $965,000 of Public Improvement Ref. Bonds, Series 2007 A * $16,029,333 of Public Improvement Ref. Bonds, Series 2007 A * $1,365,000 of Public Improvement Ref. Bonds, Series 2008 A * $200,000 of Public Improvement Ref. Bonds, Series 2008 C * $120,000 of Public Improvement Bonds of 2008, Series A * $2,350,000 of Public Improvement Ref. Bonds, Series 2009 B * $5,920,000 of Public Improvement Ref. Bonds, Series 2011 A * $100,000 of Public Improvement Ref. Bonds, Series 2011 C * $28,925,000 of Public Improvement Bonds of 2011, Series A * $6,725,000 of Public Improvement Ref. Bonds, Series 2011 D * $6,690,000 of Public Improvement Ref. Bonds, Series 2011 E * $2,365,000 of Public Improvement Ref. Bonds, Series 2012 B * $11,280,000 of Public Improvement Ref. Bonds, Series 2012 A * $109,000 of General Obligation Bonds of 2014, Series A * $258,075 of Public Improvement Ref. Bonds, Series 2002 A * $13,450,000 of Public Improvement Bonds, Series 2002 A * $3,505,000 of Public Improvement Unref. Bonds, Series 2002 A PBA Bonds: * $154,074 of Government Facilities Revenue Ref. Bonds, Series C * $630,000 of Government Facilities Revenue Bonds, Series D * $96,089 of Government Facilities Revenue Ref. Bonds, Series H * $75,000 of Government Facilities Revenue Bonds, Series I * $695,000 of Government Facilities Revenue Ref. Bonds, Series M * $652,977 of Government Facilities Revenue Bonds, Series N * $575,000 of Government Facilities Revenue Ref. Bonds, Series P * $210,000 of Government Facilities Revenue Ref. Bonds, Series Q * $329,444 of Government Facilities Revenue Ref. Bonds, Series U PRHTA Bonds: * $10,418,225 of HTA Revenue Bonds, 2003 Subordinate * $1,783,900 of HTA Revenue Bonds, Series I * $315,000 of HTA Revenue Bonds, Series L * $453,625 of HTA Revenue Bonds, Series G * $176,625 of HTA Revenue Bonds, Series H Mandatory Tender * $801,975 of HTA Revenue Bonds, Series J * $815,000 of HTA Revenue Bonds, 2007 N * $8,325 of HTA Revenue Bonds, Series H PRCCDA Bonds: * $6,665,000 of PRCCDA Tax Revenue Bonds, Series A PRIFA Bonds: * $803,640 of PRIFA Tax Revenue Bonds, Series 2005A * $5,742,585 of PRIFA Tax Revenue Bonds, Series 2005C * $10,000 of PRIFA Tax Revenue Bonds, Series 2006B Counsel represents the Ad Hoc Group of General Obligation Bondholders only in respect of its members' General Obligation Bonds. In addition, as set forth in the Verified Statement of the Commonwealth Bondholder Group Pursuant to Federal Rule of Bankruptcy Procedure 2019, Counsel previously represented the Commonwealth Bondholder Group in respect of its members' General Obligation Bonds. Counsel's representation of the Commonwealth Bondholder Group has now ceased. Each member of the Ad Hoc Group of General Obligation Bondholders (a) does not assume any fiduciary or other duties to any other creditor or person and (b) does not purport to act, represent or speak on behalf of any other entities in connection with the Debtors' Title III Cases. Counsel to the Ad Hoc Group of General Obligation Bondholders can be reached at: PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Andrew N. Rosenberg, Esq. Karen R. Zeituni, Esq. 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 E-mail: arosenberg@paulweiss.com ROBBINS, RUSSELL, ENGLERT, ORSECK, UNTEREINER & SAUBER LLP Lawrence S. Robbins, Esq. Gary A. Orseck, Esq. Donald Burke, Esq. 1801 K Street, NW Washington, D.C. 20006 Telephone: (202) 775-4500 Facsimile: (202) 775-4510 E-mail: lrobbins@robbinsrussell.com WILLKIE FARR & GALLAGHER LLP Mark T. Stancil, Esq. 1875 K Street, NW Washington, DC 20006 Telephone: (202) 303-1133 Facsimile: (202) 303-2133 E-Mail: mstancil@willkie.com - and - JIMENEZ, GRAFFAM & LAUSELL J. Ramon Rivera Morales PO Box 366104 San Juan, PR 00936-6104 Telephone: (787) 767-1030 Facsimile: (787) 751-4068 E-Mail: rrivera@jgl.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3i3TEim About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and chair of a committee to review professionals' fees. PUERTO RICO: Quinn, Reichard 12th Update on LCDC Debtholders ------------------------------------------------------------ In the Chapter 11 cases of The Commonwealth of Puerto Rico, et al., the law firms of Reichard & Escalera and Quinn Emanuel Urquhart & Sullivan, LLP submitted a twelfth supplemental verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of LCDC members that that they are representing. Certain members of the LCDC initially retained Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera, LLC as counsel in or around February 2019 to represent the interests of the LCDC in the Case. From time to time thereafter, certain additional holders of Constitutional Debt have joined the LCDC and certain holders have left the LCDC. On February 26, 2019, Counsel submitted the Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. On March 18, 2019, Counsel submitted the First Supplemental Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. On June 17, 2019, Counsel submitted the Second Supplemental Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. On September 6, 2019, Counsel submitted the Third Supplemental Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. On January 8, 2020, Counsel submitted the Fourth Supplemental Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. On February 19, 2020, Counsel submitted the Fifth Supplemental Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. On March 20, 2020, Counsel submitted the Sixth Supplemental Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. On July 3, 2020, Counsel submitted the Seventh Supplemental Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. On September 15, 2020, Counsel submitted the Eighth Supplemental Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. On January 15, 2021, Counsel submitted the Amended Ninth Supplemental Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. On February 26, 2021, Counsel submitted the Tenth Supplemental Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. On April 14, 2021, Counsel submitted the Eleventh Supplemental Verified Statement of the Lawful Constitutional Debt Coalition Pursuant to Federal Rule of Bankruptcy Procedure 2019. Counsel submits this Twelfth Supplemental Statement in the Commonwealth Case to update the disclosable economic interests that are currently held by the current members of the LCDC in accordance with Bankruptcy Rule 2019 and the Order Further Amending Case Management Procedures. The members of the LCDC hold disclosable economic interests, or act as investment advisors or managers to funds, entities, and/or accounts or their respective affiliates that hold disclosable economic interests in relation to the Title III Debtors. The members of the LCDC hold, or are the investment advisors or managers to funds, entities, and/or accounts that hold, collectively, approximately $1,197,507,250 in aggregate amount of Constitutional Debt, consisting of approximately $583,582,250 of GO Bonds and approximately $613,925,000 of PBA Bonds. In addition, the members of the LCDC hold, or are the investment advisors or managers to funds, entities, and/or accounts that hold, collectively, approximately $1,401,749,237 of debt issued by other Title III Debtors. As of July 9, 2021, members of the LCDC and their disclosable economic interests are: GoldenTree Asset Management LP 300 Park Avenue 20th Floor New York, NY 10022 * Public Improvement Ref. Bonds Series 1998 (Insured): 19,234,999 * Public Improvement Bonds of 1999 (Uninsured): 23,060,000 * Public Improvement Bonds of 1999 (Insured): 2,121,013 * Public Improvement Bonds of 2001 Series A & B (Insured): 14,978,850 * Public Improvement Ref. Bonds Series 2001 (Insured): 2,715,833 * Public Improvement Ref. Bonds Series 2007 A (Insured): 16,672,754 * Government Facilities Revenue Ref. Bonds Series L (Uninsured): $3,585,000 * Government Facilities Revenue Ref. Bonds Series L (Insured): 5,185,000 * Government Facilities Revenue Bonds Series D (Insured): 1,355,000 * Government Facilities Revenue Ref. Bonds Series F (Insured): 11,430,000 * Government Facilities Revenue Ref. Bonds Series M (Insured): 1,200,000 * Transportation Revenue Bonds Series A (Insured): $6,548,000 * Transportation Revenue Ref. Bonds Series N (Insured): 11,470,000 * Power Revenue Refunding Bonds Series JJ (Insured): $42,315,000 * Power Revenue Bonds Series NN (Uninsured): $9,600,000 * Power Revenue Refunding Bonds Series QQ (Insured): 35,340,000 * Power Revenue Bonds Series RR (Insured): 87,109,126 * Power Revenue Refunding Bonds Series SS (Insured): 1,900,874 * Power Revenue Bonds Series TT (Insured): 413,046 * Power Revenue Bonds Series TT (Uninsured): 24,884,000 * Power Revenue Bonds Series TT -RSA (Uninsured): 35,755,000 * Power Revenue Refunding Bonds Series UU (Insured): 8,558,957 * Power Revenue Refunding Bonds Series UU - RSA (Uninsured): 66,115,000 * Power Revenue Refunding Bonds Series VV (Insured): 2,060,433 * Power Revenue Refunding Bonds Series VV-RSA (Uninsured): 3,120,000 * Power Revenue Bonds Series WW (Uninsured): 25,365,000 * Power Revenue Bonds Series WW - RSA (Uninsured): 68,770,000 * Power Revenue Refunding Bonds Series EEE-RSA (Uninsured): 6,680,000 * Power Revenue Bonds Series YY - BABs (Uninsured): 3,415,000 * Power Revenue Bonds Series YY - BABs - RSA (Uninsured): 8,890,000 * Power Revenue Bonds Series AAA (Uninsured): 15,276,000 * Power Revenue Bonds Series AAA - RSA (Uninsured): 71,825,000 * Power Revenue Bonds Series BBB (Uninsured): 4,000 * Power Revenue Bonds Series BBB - RSA (Uninsured): 9,360,000 * Power Revenue Bonds Series CCC (Uninsured): 24,640,000 * Power Revenue Bonds Series CCC - RSA (Uninsured): 18,285,000 * Power Revenue Refunding Bonds Series DDD (Uninsured): 1,204,000 * Power Revenue Refunding Bonds Series DDD-RSA (Uninsured): 11,215,000 * Power Revenue Bonds Series XX (Uninsured): 15,203,600 * Power Revenue Bonds Series XX - RSA (Uninsured): 66,025,000 * Power Revenue Bonds Series ZZ (Uninsured): 11,400,000 * Power Revenue Bonds Series ZZ-RSA (Uninsured): 66,750,000 * Power Revenue Bonds Series 2012A (Uninsured): $15,329,700 * Power Revenue Bonds Series 2012A - RSA (Uninsured): 22,100,000 * Power Revenue Bonds Series 2013A (Uninsured): 470,000 * Power Revenue Bonds Series 2013A - RSA (Uninsured): 116,020,000 * Power Revenue Bonds Series A-2 (Uninsured): 119,785 * Power Revenue Bonds Series A-3 (Uninsured): 225,000 * Power Revenue Bonds Series A-4 (Uninsured): 4,258,116 * Power Revenue Bonds Series B-2 (Uninsured): 119,785 * Power Revenue Bonds Series B-3 (Uninsured): 225,000 * Power Revenue Bonds Series B-4 (Uninsured): 3,797,493 * Power Revenue Bonds, Series C-1 (Uninsured) 620,000 * Power Revenue Refunding Bonds Series C-2 (Uninsured): 620,000 * Power Revenue Bonds Series C-3 (Uninsured): 125,000 * Power Revenue Bonds Series D-1 (Uninsured): 238,726 * Power Revenue Bonds Series D-2 (Uninsured): 6,000,000 * Power Revenue Bonds Series D-3 (Uninsured): 238,727 * Power Revenue Bonds Series D-4 (Uninsured): 2,500,000 * Power Revenue Bonds Series E-1 - RSA (Uninsured): 5,576,840 * Power Revenue Bonds Series E-2 - RSA (Uninsured): 5,576,838 * Power Revenue Bonds Series E-3 - RSA (Uninsured): 1,472,317 * Power Revenue Bonds Series E-4 - RSA (Uninsured): 1,456,031 * Power Revenue Bonds Series A-4 - RSA (Uninsured): 2,386,000 * Power Revenue Bonds Series B-4-RSA (Uninsured): 3,249,000 Co-Counsel for the Lawful Constitutional Debt Coalition can be reached at: REICHARD & ESCALERA Rafael Escalera, Esq. Sylvia M. Arizmendi, Esq. Carlos R. Rivera-Ortiz, Esq. 255 Ponce de Leon Avenue MCS Plaza, 10th Floor San Juan, PR 00917-1913 E-mail: escalera@reichardescalera.com arizmendis@reichardescalera.com riverac@reichardescalera.com - and - QUINN EMANUEL URQUHART & SULLIVAN, LLP Susheel Kirpalani, Esq. Daniel Salinas, Esq. Eric Kay, Esq. Zachary Russell, Esq. 51 Madison Avenue, 22nd Floor New York, NY 10010-1603 E-mail: susheelkirpalani@quinnemanuel.com danielsalinas@quinnemanuel.com erickay@quinnemanuel.com zacharyrussell@quinnemanuel.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3x0mlRv and https://bit.ly/3x34g5p About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and chair of a committee to review professionals' fees. PURDUE PHARMA: U.S. Concerned With Involuntary Releases ------------------------------------------------------- The United States of America said in a court filing it has concerns regarding the Shareholder Release of the Shareholder Released Parties contained in the Sixth Amended Joint Chapter 11 Plan of Reorganization filed by Purdue Pharma L.P and related entities. The United States supports the goal of abating the opioid crisis, as reflected in the resolutions it negotiated with Purdue. To further that goal, the Government has agreed to credit $1.775 billion of its $2 billion asset-forfeiture resolution against funds that will be used by Purdue's non-federal public creditors to combat the opioid crisis. It also supports the proposed conversion of Purdue into a public benefit company or entity with a similar mission, whose profits will be used to fund opioid abatement and engage in a public-health initiative to develop and provide medications to treat opioid use disorder and combat opioid overdoses. The Plan dedicates a substantial amount of the estate's assets to abate the opioid crisis, and provides for the creation of a comprehensive document repository regarding Purdue. Nonetheless, the United States has fundamental concerns with the proposed Shareholder Release: * First, the proposed involuntary third-party release violates due process because it deprives individuals and entities of their property rights without sufficient notice or a sufficient opportunity to be heard. * Second, there is no authorization in the Bankruptcy Code for third-party releases outside of the asbestos context, and the Second Circuit’s ruling in In re Metromedia Fiber Network, Inc., 416 F.3d 136, 142-43 (2d Cir. 2005), that permitted a third-party release notwithstanding a lack of statutory authorization, was wrongly decided. Nor can debtors make the required showing under Metromedia given the breadth and scope of the Shareholder Release. * Third, if involuntary third-party releases are permissible, they must be approved by the district courtde novo, as bankruptcy courts lack the adjudicatory and constitutional authority to enter final orders approving such releases. Sixth Amended Plan Purdue Pharma L.P., et al., submitted a Sixth Amended Joint Chapter 11 Plan of Reorganization. The Plan will treat claims as follows: * Avrio General Unsecured Claims (Class 11(a)). Under the Plan, each Holder of an Allowed Avrio General Unsecured Claim shall receive, on account of such Allowed Claim, payment in full in Cash. Class 11(a) is unimpaired. * Adlon General Unsecured Claims (Class 11(b)). Each Holder of an Allowed Adlon General Unsecured Claim shall receive, on account of such Allowed Claim, payment in full in Cash. Class 11(b) is unimpaired. * Other General Unsecured Claims (Class 11(c)). Each Holder of an Allowed Other General Unsecured Claim shall receive, on account of such Allowed Claim, such Holder's Pro Rata Share of the Other General Unsecured Claim Cash, up to payment in full of such Allowed Claim. Class 11(c) is impaired. "Wind-Up Reserve" means a reserve to be established to pay any and all costs, expenses, fees, taxes, debts, or obligations incurred from the operation and administration of the Debtors' Estates after the Effective Date (including professional fees and expenses). The Wind-Up Reserve shall be (i) funded with Effective Date Cash in an amount determined by the Debtors, in consultation with the Creditors' Committee and the Governmental Consent Parties, and, to the extent of any deficiency of funding in the Wind-Up Reserve after the Effective Date, Cash from NewCo (or any purchaser of, or successor to, NewCo) and (ii) held by the Plan Administration Trust in a segregated account and administered by the Plan Administration Trustee on and after the Effective Date. The Debtors, the Supporting Claimants and the Shareholder Payment Parties believe the treatment provided in respect of Claims against and Interests in the Debtors and the treatment of competing Classes of Claims is fair and appropriate only when combined with the distribution scheme, including without limitation all Distributions to be made under the Plan, and the release, injunction and all other provisions contained in the Plan, all of which are material aspects of the Plan. More than 614,000 Proofs of Claim alleging liability arising out of or in connection with Opioid-Related Activities were filed against the Debtors by the General Bar Date. Approximately 10% of the submitted Proofs of Claim allege a specific amount of liability. The aggregate alleged liability associated with these Proofs of Claim is more than $40 trillion (exclusive of one personal injury claim that asserted $100 trillion in alleged liability). Approximately 90% of Claims alleging liability arising out of or in connection with Opioid-Related Activities do not allege a specific amount of liability. The Debtors believe that any reasonable estimate, projection or valuation of their total liability and obligation to pay for Claims in Classes 3, 4, 5, 6, 7, 8, 9, 10(a) and 10(b), if they had the ability to pay those Claims outside of these Chapter 11 Cases, exceeds by many multiples the total value of all assets of their Estates, including but not limited to contributions from third parties and the full face value of all of Purdue's insurance. The Debtors have structured the Plan on the basis of this understanding, and the Confirmation Order shall include a finding consistent with this understanding. On the Effective Date, the Debtors shall establish and fund the Wind-Up Reserve, which shall vest in the Plan Administration Trust and be held and maintained by the Plan Administration Trustee. In the event of any shortfall of funding in the Wind-Up Reserve, NewCo shall be obligated to satisfy any such deficiency (which obligation shall be assumed by NewCo and any successor to NewCo's business). The costs and expenses of the Plan Administration Trust, including the compensation, fees and expenses of the Plan Administration Trustee and its retained professionals, shall be paid out of the Wind-Up Reserve. The Plan Administration Trustee shall be entitled to reasonable compensation, in an amount to be determined by the Debtors, subject to the consent (not to be unreasonably withheld, conditioned or delayed) of the Creditors' Committee and the Governmental Consent Parties, and to retain and reasonably compensate counsel and other professionals, including any professional who represented parties in interest, including the Debtors, in the Chapter 11 Cases, to assist in its duties as Plan Administration Trustee on such terms as the Plan Administration Trustee deems appropriate without Bankruptcy Court approval, subject to the provisions of the PAT Agreement. Counsel to the Debtors: Marshall S. Huebner Benjamin S. Kaminetzky Timothy Graulich Eli J. Vonnegut Christopher S. Robertson DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 A copy of the Disclosure Statement dated July 14, 2021, is available at https://bit.ly/3hKS1pQ from Prime Clerk, the claims agent. 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. RAMJAY INC: May Use Newtek's Cash Collateral Thru Aug. 10 --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, has authorized Ramjay Inc. to use cash collateral on an interim basis in accordance with the budget through August 10, 2021. The Debtor is also authorized to provide adequate protection as sought by Newtek Small Business Finance, LLC in connection with its objection to the Motion. The Debtor requires access to cash collateral in order to maintain and operate its transportation business; make adequate protection payments to creditors holding liens against its motor vehicles; and pay postpetition secured obligations as they come due. As of May 7, 2021, Newtek asserts the Debtor was indebted and liable to Newtek, without defense, counterclaim, or offset of any kind, in the aggregate amount of not less than $1,839,182.76, plus additional expenses and fees, including, without limitation attorneys' fees, in respect of a loan made by Newtek. The Debtor stipulates and agrees, for all purposes and without the need for any additional evidence or proof, that (i) the Debtor's cash on hand as of the Petition Date was at least $11,451.98; (ii) the Debtor's collectible accounts receivable as of the Petition Date were at least $239,909.27; and (iii) the Newtek Vehicles retained by the Debtor are each properly registered, insured, in good condition and working order. Newtek is entitled, pursuant to sections 361 and 363(e) of the Bankruptcy Code, to adequate protection of its interest in the Newtek Prepetition Collateral and the Newtek Cash Collateral as provided for in the Order resulting from the use from the Petition Date through and after the date of the Court's Order, by the Debtor of the Newtek Prepetition Collateral and the Newtek Cash Collateral, and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code. As partial adequate protection for the Debtor's use of Cash Collateral from and after the Petition Date, all pre-petition liens and security interests of Newtek are reaffirmed to the same extent and priority as such liens and security interests existed immediately prior to the Petition Date and to further secure the Newtek Prepetition Debt, the lender is granted and conveyed a fully perfected security interest in and replacement lien upon all of the Debtor's now owned or hereafter acquired assets. As additional partial adequate protection, Newtek is granted a fully perfected security interest in and lien upon: (i) any and all avoidance, recovery or similar remedies that may be brought by or on behalf of the Debtor or its estate, including, without limitation, causes of action or defenses arising under chapter 5 of the Bankruptcy Code or applicable non-bankruptcy law, with respect to any transfers made by the Debtor to Shasthra USA Inc.; and (ii) all of the Debtor's vehicles, which security interest and lien shall constitute a first priority security interest and lien on and against the Unencumbered Collateral Liens. As additional partial adequate protection, Newtek is granted a super priority claim in the Debtor’s chapter 11 case as provided for in section 507(b) of the Bankruptcy Code with priority over any and all other administrative expenses in the Debtor's Chapter 11 case. The Debtor is also directed to make monthly payments to Newtek of $7,500 retroactive to May 4, 2021, and on the fourth day of each successive month until the occurrence of a Termination Event. About $2,230 of the Adequate Protection Payment will be on account of the continued use of the Newtek Vehicles retained by the Debtor; $5,270 of the Adequate Protection Payment will be on account of the use of Newtek Cash Collateral and applied to the principal of the secured portion of Newtek's claim attributable to the collateral consisting of cash and accounts receivable. A final hearing on the matter is scheduled for August 10 at 11 a.m. A copy of the order and the Debtor's three-month budget is available at https://bit.ly/3xV6FAl from PacerMonitor.com. The Debtor projects $314,800 in total receipts and $290,322 in total disbursements. About Ramjay Inc. Ramjay, Inc., an Alexandria, Va.-based company that operates in taxi and limousine service industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 21-10809) on May 4, 2021. Jayasekar Jayaraman, president, signed the petition. At the time of filing, the Debtor disclosed $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Brian F. Kenney oversees the case. The Debtor tapped the Law Office of John P. Forest, II as legal counsel and Miara Rasamoelina of Miara CPA Inc. as accountant. RELMADA THERAPEUTICS: Acquires Right to Psilocybin Program ----------------------------------------------------------- Relmada Therapeutics, Inc. entered into a license agreement with Arbormentis LLC, a privately held Delaware limited liability company, by which the Company acquired development and commercial rights to a novel psilocybin and derivate program worldwide excluding the countries of Asia. Relmada will collaborate with Arbormentis on the development of new therapies targeting neurological and psychiatric disorders, leveraging its understanding of neuroplasticity, and focusing on this emerging new class of drugs targeting the neuroplastogen mechanism of action. Under the terms of the agreement, Relmada will pay Arbormentis an upfront fee of $15 million, consisting of a mix of cash and warrants to purchase the Company's common stock, in addition to potential milestone payments totaling up to approximately $165 million related to pre-specified development and commercialization milestones. Arbormentis is also eligible to receive a low single digit royalty on net sales of any commercialized therapy resulting from this agreement. The license agreement is terminable by the Company but is perpetual and not terminable by the licensor absent material breach of its terms by the Company. The new licensed program stems from an international collaboration among U.S., European and Swiss scientists that has focused on the discovery and development of compounds that may promote neural plasticity. Dr. Paolo Manfredi, Relmada's acting chief scientific Officer and co-inventor of REL-1017, and Dr. Marco Pappagallo, Relmada's acting chief medical officer, are among the scientists affiliated with Arbormentis. About Relmada Therapeutics Inc. Relmada Therapeutics is a late-stage pharmaceutical company addressing diseases of the central nervous system (CNS), with a focus on major depressive disorder (MDD). Relmada Therapeutics reported a net loss of $59.45 million for the year ended Dec. 31, 2020, compared to a net loss of $15 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $103.87 million in total assets, $12.72 million in total current liabilities, and $91.15 million in total stockholders' equity. RESOURCES LIMITED: Taps Steptoe & Johnson as Special Counsel ------------------------------------------------------------ Resources Limited, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Steptoe & Johnson, PLLC as its special counsel. The Debtor needs the assistance of a special counsel to represent it and its estate in an appeal before the West Virginia Supreme Court of Appeals of an adverse decision of the Circuit Court of Fayette County West Virginia relating to the $$1.27 million claim of New Trinity Coal Inc. The hourly rates of Steptoe & Johnson's attorneys and staff are as follows: Member Attorneys $425 per hour Associate Attorneys $225 per hour Paralegals $175 per hour In addition, the firm will seek reimbursement for expenses incurred. Steptoe & Johnson received a retainer of $10,000 from Huffman Trucking, Inc., a non-debtor affiliate. Jace Goins, Esq., a member of Steptoe & Johnson, 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: Jace H. Goins, Esq. Steptoe & Johnson PLLC Chase Tower, 17 th Floor P.O. Box 1588 Charleston, WV 25326-1588 Telephone: (304) 353-8000 Facsimile: (304) 353-8180 Email: jace.goins@steptoe-johnson.com About Resources Limited Summersville, Wyo.-based Resources Limited, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 21-20089) on April 19, 2021. David Huffman, manager, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $50,000 and total liabilities of $1 million to $10 million. Judge B. McKay Mignault oversees the case. The Debtor tapped Leaberry Law Firm, PLLC as legal counsel and Steptoe & Johnson, PLLC as special counsel. RIVOLI & RIVOLI: Seeks Extension of Cash Access Thru November 30 ---------------------------------------------------------------- Rivoli & Rivoli Orthodontics, P.C. asked the Bankruptcy Court to authorize its use of cash collateral through the earlier to occur of the confirmation of the Debtor's Plan or November 30, 2021. The Debtor, in a letter addressed to Judge Paul R. Warren, said a proposed thirteenth interim cash collateral order has been filed in Court. A copy of the letter is available for free at https://bit.ly/3yaaFNi from PacerMonitor.com. About Rivoli & Rivoli Orthodontics Rivoli & Rivoli Orthodontics, P.C. -- http://www.rivoliortho.com/ -- offers orthodontic services with locations in Spencerport, Rochester, Webster, and Brockport, N.Y. Rivoli & Rivoli Orthodontics filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. N.Y. Case No. 19-20627) on June 21, 2019. In the petition signed by Peter S. Rivoli, president, the Debtor disclosed $233,492 in assets and $1,778,831 in liabilities. Daniel F. Brown, Esq., at Andreozzi Bluestein LLP, is the Debtor's counsel. Dr. Peter S. Rivoli and Lynne M. Rivoli, as individuals, filed a single petition under Chapter 11 on June 21, 2019 (Bankr. W.D. N.Y. Case No. 19-20628). The case is jointly administered with that of the Debtor. ROCHELLE HOLDINGS: Seeks to Hire Kosto & Rotella as Legal Counsel ----------------------------------------------------------------- Rochelle Holdings XIII, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Kosto & Rotella, PA to serve as legal counsel in its Chapter 11 case. Kosto & Rotella will render these services: (a) advise the Debtor regarding its rights, powers, duties and obligations in the administration of its Chapter 11 case, the operation of its business and the management of its property; (b) prepare pleadings and applications and conduct examinations incidental to administration; (c) advise and represent the Debtor in connection with all applications, motions or complaints for reclamation, adequate protection, sequestration, relief from stay, appointment of a trustee or examiner and all other similar matters; (d) examine and object to the claims of creditors in this case; (e) advise and assist the Debtor in the formulation and presentation of a plan of reorganization; and (f) perform any and all other necessary legal services. The hourly rates of Kosto & Rotella's attorneys and staff are as follows: Attorneys $400 per hour Paralegals $100 per hour In addition, the firm will seek reimbursement for expenses incurred. Lawrence Kosto, Esq., an attorney at Kosto & Rotella, 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: Lawrence M. Kosto, Esq. Kosto & Rotella, PA 619 East Washington Street Post Office Box 113 Orlando, FL 32802 Telephone: (407) 425-3456 Facsimile: (407) 423-9002 Email: lkosto@kostoandrotella.com About Rochelle Holdings XIII Longwood, Fla.-based Rochelle Holdings XIII, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-03216) on July 15, 2021. Matthew R. Hill, managing member, signed the petition. At the time of the filing, the Debtor disclosed total assets of $85,000,000 and estimated liabilities of $29,055,000. Kosto & Rotella, PA serves as the Debtor's legal counsel. ROYAL BLUE REALTY: Wins Access to Deutsche Bank's Cash Collateral ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has authorized Royal Blue Realty Holdings, Inc. to use cash collateral, on a further interim basis, in the amount of $32,854 through September 1, 2021. The Debtor asserts it does not have sufficient available sources of working capital and financing to carry on the operations of its business without the use of its cash. The Debtor says its ability to pay employees and operating costs is essential to its continued viability; and its need for use of the Cash Collateral is immediate. Deutsche Bank National Trust Company may have an interest in the cash collateral, in its capacity as Trustee for: -- American Home Mortgage Asset Trust 2006-6 Mortgage-Backed PassThrough Certificates, Series 2006-6, and -- American Home Mortgage Asset Trust 2007-1 Mortgage-Backed Pass-Through Certificates, Series 2007-1. The Debtor's use of Cash Collateral is limited to payment of the authorized expenses pursuant to the budget filed with the Court, subject to a 10% variance, and for no other purpose without the prior written consent of DB or further Court order. As adequate protection for the Debtor's use of cash collateral, DB is granted, effective as of the Petition Date, valid, binding, enforceable, and automatically perfected post-petition liens on all property. The Replacement Liens are being given only to the extent that the liens asserted by DB on the Prepetition Collateral existed as of the Petition Date, were valid and enforceable and in the continuing order of priority that existed as of the Petition Date, and then only to the extent of any Diminution in Value of the Prepetition Collateral or Cash Collateral from and after the Petition Date. The Replacement Liens are effective and perfected as of the date of the entry of the Third Interim Order and without the necessity of the execution by the Debtor of any security agreement, pledge agreement, financing statement or any other documents and will have the same validity, priority, and enforceability as DB's liens and security interests in and on the Prepetition Collateral on the Petition Date. As additional adequate protection of DB's asserted interest in the Prepetition Collateral, the Debtor will, during the term of the Third Interim Order, (a) maintain all of its insurance policies in full force and effect; (b) make timely payment of all property taxes, common charges, and assessments relating to the Prepetition Collateral, to the extent arising on or after the Petition Date; and (c) provide to DB's counsel, by no later than the 20th day of each month, reports showing the Debtor's income and expenses related to the Prepetition Collateral during the preceding month. The Final Hearing on the matter is scheduled for August 31 at 10 a.m. A copy of the order is available at https://bit.ly/3y0kKMR from PacerMonitor.com. About Royal Blue Realty Holdings Royal Blue Realty Holdings, Inc., holding business at 162-174 Christopher Street, New York, N.Y., is primarily engaged in renting and leasing real estate properties. Royal Blue filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 21-10802) on April 26, 2021. As of the Petition Date, the Debtor estimated between $1 million to $10 million in assets, and between $10 million to $50 million in liabilities. The petition was signed by Andrew Nichols, chief restructuring officer. Davidoff Hutcher & Citron LLP represents the Debtor as counsel. Judge Hon. Lisa G. Beckerman oversees the case. Elaine Shay was appointed as temporary receiver with respect to the Debtor by order of the Supreme Court of New York on March 9, 2021. S-TEK 1 LLC: Seeks to Hire Arrowfish LLC as Expert Witness ---------------------------------------------------------- S-Tek 1, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Mexico to employ Arrowfish, LLC as an expert witness. The Debtor requires an expert analysis of the value of Surv-Tek Inc.'s collateral for purposes of a complaint that it filed against Surv-Tek, its owners Russ and Robbie Hugg, and others in the State of New Mexico, Second Judicial District Court on July 9, 2019, followed by an amended complaint on May 1, 2020. The complaint alleges that Surv-Tek, under the control of its owners, fraudulently misrepresented the value of the assets sold to S-Tek under a certain agreement. The hourly rates of Arrowfish's attorneys and staff are as follows: Partner $400 - $450 per hour Staff/Manager $180 per hour Admin $80 per hour Arrowfish will charge $1,800 to $2,000 per half day for depositions, mediation, trial or arbitration services. The Debtor will pay Arrowfish a fixed fee of $4,500 for its valuation services. As disclosed in court filings, Arrowfish is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeremiah Grant Arrowfish, LLC 222 S. Main St. Salt Lake City, UT, 84101 Telephone: (801) 839-5778 About S-Tek 1 Based in Albuquerque, N.M., S-Tek 1 LLC, also known as SurvTek -- https://www.survtek.com -- is a land surveying and consulting firm providing services to both the private and public sectors throughout New Mexico. S-Tek 1 filed a Chapter 11 petition (Bankr. D.N.M. Case No. 20-12241) on Dec. 2, 2020. In its petition, the Debtor disclosed $355,177 in assets and $2,251,153 in liabilities. Randy Asselin, managing member, signed the petition. Judge Robert H. Jacobvitz presides over the case. The Debtor tapped Nephi D. Hardman Attorney at Law, LLC as its bankruptcy counsel and FPM & Associates, LLC as its accountant. SEADRILL LIMITED: Affiliates Tap AMA Capital as Financial Advisor ----------------------------------------------------------------- Seadrill North Atlantic Holdings Limited and other affiliates of Seadrill Limited seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ AMA Capital Partners, LLC as financial advisor at the sole direction of independent directors Steven Panagos and Jeffrey Stein. AMA Capital Partners will render these services: (a) review and analyze the financial situation and the assets of the Debtors and non-Debtors; (b) review, analyze, and advise Katten in connection with its representation of the independent directors on the budgets, payment requests and cash expenditures of the Debtors, any intercompany cash management arrangements among the Debtors and/or non-Debtor affiliates; (c) review, analyze, and advise Katten in connection with its representation of the independent directors on the operational requirements of the Debtors' assets; (d) provide relevant valuation analysis of the Debtors' assets, whether separately or on an entity-by-entity basis; (e) provide testimony, if necessary, in connection with the Debtors' bankruptcy proceedings; (f) evaluate and advise Katten in connection with its representation of the independent directors on the Debtors' pleadings, motions, and requests as well as options and restructuring strategy; (g) review, analyze, and advise Katten in connection with its representation of the independent directors on any offers received for the Debtors' assets, whether in whole or in part; (h) advise Katten in connection with its representation of the independent directors and participate in meetings or negotiations with the Debtors, the Debtors' advisors, and other stakeholders in connection with any restructuring, modification, or amendment of the existing obligations of the Debtors; (i) attend meetings of the board with respect to matters on which AMA Capital has been engaged; and (j) provide such other advisory services. The hourly rates of AMA's counsel and staff are as follows: Senior Managing Director $1,300 Managing Director $1,100 Director $875 Associate $675 Analyst $450 In addition, the firm will seek reimbursement for expenses incurred. Kenneth Becker, a managing director at AMA Capital Partners, 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: Kenneth L. Becker AMA Capital Partners, LLC 484 Pacific Street Stamford, CT 06902 Telephone: (212) 682-3344 Email: kbecker@amausa.com About Seadrill Ltd. Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) -- http://www.seapdrill.com/-- is a deepwater drilling contractor providing drilling services to the oil and gas industry. As of March 31, 2018, it had a fleet of over 35 offshore drilling units that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up rigs. On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection after reaching terms of a reorganization plan that would restructure $8 billion of funded debt. It emerged from bankruptcy in July 2018. Demand for exploration and drilling has fallen further during the COVID-19 pandemic as oil firms seek to preserve cash, idling more rigs and leading to additional overcapacity among companies serving the industry. In June 2020, Seadrill wrote down the value of its rigs by $1.2 billion and said it planned to scrap 10 rigs. Seadrill said it is in talks with lenders on a restructuring of its $5.7 billion bank debt. Seadrill Partners LLC, a limited liability company formed by deep-water drilling contractor Seadrill Ltd. to own, operate and acquire offshore drilling rigs, along with its affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020, after its parent company swept one of its bank accounts to pay disputed management fees. Mohsin Y. Meghji, authorized signatory, signed the petitions. On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited, and Asia Offshore Rig 3 Limited sought Chapter 11 protection. Seadrill GCC estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the Court. The lead case is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427). Seadrill Limited disclosed $7.291 billion in assets against $7.193 billion in liabilities as of the bankruptcy filing. In the new Chapter 11 cases, the Debtors tapped Kirkland & Ellis LLP as counsel; Houlihan Lokey, Inc. as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; Jackson Walker LLP as co-bankruptcy counsel; Slaughter and May as co-corporate counsel; Advokatfirmaet Thommessen AS as Norwegian counsel; and Conyers Dill & Pearman as Bermuda counsel. Prime Clerk LLC is the claims agent. On April 9, 2021, the board of directors of Debtor Seadrill North Atlantic Holdings Limited unanimously adopted resolutions appointing Steven G. Panagos and Jeffrey S. Stein as independent directors to the board. Seadrill North Atlantic Holdings Limited tapped Katten Muchin Rosenman LLP as counsel and AMA Capital Partners, LLC as financial advisor at the sole direction of independent directors. SITO MOBILE: Sept. 14 Plan & Disclosure Hearing Set --------------------------------------------------- SITO Mobile Solutions, Inc., SITO Mobile, Ltd. and SITO Mobile R&D IP, LLC (collectively "SITO" or "Debtors") filed with the U.S. Bankruptcy Court for the District of New Jersey a motion for the entry of an order approving the Disclosure Statement. On July 20, 2021, Judge Stacey L. Meisel granted the motion and ordered that: * The Disclosure Statement is approved on an interim basis under Section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017. * Sept. 14, 2021 at 10:30 a.m. is the combined hearing on final approval of the adequacy of the Disclosure Statement and confirmation of the Plan. * Aug. 30, 2021 by 5:00 p.m. is the deadline to file objections to the adequacy of the Disclosure Statement and Confirmation of the Plan. * Sept. 9, 2021 by 4:00 p.m. is the deadline for the Debtors to file a Brief and Certification in support of Confirmation of the Plan and/or a reply to any objections to the Final Approval of the Disclosure Statement and Confirmation of the Plan. A copy of the order dated July 20, 2021, is available at https://bit.ly/3kV78yL from PacerMonitor.com at no charge. Counsel for the Debtors: Daniel M. Stolz, Esq. GENOVA BURNS LLC 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Tel: (973) 467-2700 About SITO Mobile SITO -- https://www.sitomobile.com -- is a developer of customized, data-driven solutions for brands spanning strategic insights and media. The platform reveals a deeper and more meaningful understanding of customer interests, actions, and experiences providing increased clarity for clients when it comes to navigating business decisions. Jersey City, N.J.-based Sito Mobile Ltd., and its affiliates SITO Mobile Solutions, Inc., and SITO Mobile R&D IP, LLC, filed Chapter 11 petitions (Bankr. D.N.J. Case Nos. 20-21435, 20-21436 and 20 21437) on October 8, 2020. The petitions were signed by CEO Thomas Candelaria. Sito Mobile Ltd.'s declared total assets at $0 and total liabilities at $21,027,306. SITO Mobile Solutions declared total assets at $592,565 and total liabilities at $21,019,306. SITO Mobile R&D declared total assets at $2,674,944 and total liabilities at $19,727,206. The Honorable Rosemary Gambardella is the case judge. The Debtors hired Daniel M. Stolz, Esq., at Wasserman, Jurista & Stolz, P.C. as counsel. In January 2021, Wasserman, Jurista & Stolz was merged into Genova Burns in anticipation of a surge of midsized clients facing bankruptcies and restructurings. The Debtors are now represented by Genova Burns, LLC. The Official Committee of General Unsecured Creditors is represented by lawyers at Perkins Coie LLP. SONOMA PHARMACEUTICALS: Dismisses Marcum LLP as Auditor ------------------------------------------------------- Effective July 15, 2021 and the completion of the audit for the year ended March 31, 2021, Sonoma Pharmaceuticals, Inc. dismissed Marcum, LLP as its independent registered public accounting firm. As previously reported, the Company engaged Frazier & Deeter, LLC as independent registered public accounting firm for the Company for the fiscal year ending March 31, 2022, after approval by its audit committee. The audit reports of Marcum, LLP on the Company's consolidated financial statements for the years ended March 31, 2021 and 2020 contained explanatory paragraphs which noted that there was substantial doubt as to the Company's ability to continue as a going concern as the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations, which raised doubt about its ability to continue as a going concern. Other than the explanatory paragraphs, the audit reports of Marcum, LLP on the Company's consolidated financial statements for the years ended March 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company's consolidated financial statements for the fiscal years ended March 31, 2021 and 2020, there were no disagreements between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum would have caused them to make reference thereto in their report on the Company's consolidated financial statements for such year. During the most recent fiscal years ended March 31, 2021 and 2020, there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K. However, on Nov. 12, 2020, the audit committee of the board of directors and executive management determined, after review and discussion with Marcum, that the Company's unaudited condensed consolidated interim financial statements for the quarter ended June 30, 2020 should no longer be relied upon. The financial statements for the quarter ended June 30, 2020 as filed with the U.S. Securities and Exchange Commission on Aug. 14, 2020, contained material errors. The audit committee concluded that material adjustments to the financial statements for the quarter ended June 30, 2020 were required and that the Company needed to restate them. On Nov. 17, 2020, the Company filed a restatement of the financial statements for the quarter ended June 30, 2020. About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com-- is a global healthcare company that develops and produces stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, animal health care, eye care, oral care and dermatological conditions. The Company's products reduce infections, itch, pain, scarring and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral and anti-inflammatory properties. Its stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate skin and oxygenates the cells in the area treated assisting the body in its natural healing process. The Company sells its products either directly or via partners in 54 countries worldwide. Sonoma Pharmaceuticals reported a net loss of $3.95 million for the year ended March 31, 2021, compared to a net loss of $3.31 million for the year ended March 31, 2020. As of March 31, 2021, the Company had $14.99 million in total assets, $9.62 million in total liabilities, and $5.36 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since at least 2006, issued a "going concern" qualification in its report dated July 14, 2021, 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. SOVOS COMPLIANCE: Moody's Assigns First Time B3 Corp Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Sovos Compliance LLC, including a B3 corporate family rating, B3-PD probability of default rating and B3 instrument ratings to the first-lien senior secured credit facilities, which include a new $100 million first-lien senior secured revolving credit facility, a new $1,245 million first-lien senior secured term loan and a new $215 million first-lien senior secured delayed draw term loan ("DDTL"). The outlook is stable. Proceeds from the proposed first-lien term loan, along with $425 million from the issuance of new preferred equity shares, will be used to 1) pay a $225 million dividend to private equity owners Hg Capital (majority owner) and TA Associates (minority owner); 2) repay $1,265 million of existing debt; 3) finance an acquisition target; and 4) pay breakage and other transaction-related fees and expenses. Governance under Moody's ESG framework was a key driver of the rating actions. 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 financial policies that will sustain high levels of leverage, including debt-funded M&A transactions and other shareholder-friendly policies. The following ratings/assessments are affected by the action: New Assignments: Issuer: Sovos Compliance LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured 1st Lien Term Loan, Assigned B3 (LGD3) Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B3 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Assigned B3 (LGD3) Outlook Actions: Issuer: Sovos Compliance LLC Outlook, Assigned Stable RATINGS RATIONALE The B3 corporate family rating reflects the company's very high debt/EBITDA of roughly 8.5x (Moody's adjusted as of June 2021, pro forma for the proposed funded capital structure, acquisitions announced or under LOI as of July 2021, and change in deferred revenue add-backs); or above 9x, including the proposed delayed draw term loan capacity (plus incremental EBITDA assumptions from future targets). Weak free cash flow to debt metrics, with expected FCF/Debt below 3% over the next 12 months, as well as the expectation for ongoing aggressive financial policies also weigh on the credit. Sovos' scale, with roughly $409 million of pro forma revenue in fiscal year 2021, is modest for the rating category. The company has a good track record integrating M&A targets, but fiscal year 2021 had the highest acquisition volume to date, with a strong pipeline expected in fiscal 2022 as well, which will keep integration risks high and limit free cash flow. Moody's anticipates Sovos will continue to fund the company's very active M&A strategy and potential shareholder distributions with debt, sustaining high levels of financial leverage. Sovos' markets are fragmented and the company will continue to aggregate targets with adjacent capabilities or complementary geographical footprints. Sovos' ratings benefit from a strong leadership position in several tax reporting and compliance niches. However, the company competes against much larger players with deep pockets, such as Thomson Reuters Corporation (Baa2, positive) or Fidelity National Information Services, Inc. (Baa2, stable). Incumbent providers benefit from barriers to entry, given the need for new entrants to develop the necessary local knowledge to support a very diverse (and constantly changing) set of global VAT regulations and over 12,000 tax jurisdictions in the US. Sticky, critical solutions with high recurring revenue and strong gross retention rates (above 90% for both), as well as low customer concentration (the top 10 customers represent less than 10% of revenue) support the credit. The majority of revenue is generated from subscriptions or contracts with volume floors, which provides revenue stability. Good EBITDA margins (around 35%, Moody's adjusted) and a large addressable market are also credit positive. While some regulatory changes can have a negative impact on growth, such as the relaxation of certain Affordable Care Act reporting requirements, the ever-changing nature and complexity of tax regulation create tailwinds. The stable outlook reflects the expectation for mid to high single-digit pro forma revenue growth over the next 12 months (higher on a reported basis, after including inorganic contributions from recently acquired and pending M&A targets), with steady margins around 35% (Moody's adjusted) as integration costs and less profitable targets offset the benefit of Sovos' increasing scale. Moody's anticipates Sovos will utilize delayed draw term loan capacity to finance acquisitions, which will partially offset growth and keep leverage very high, around 8x (Moody's adjusted). Free cash flow will be pressured by integration/transaction costs and Sovos' large interest expense burden, which will sustain FCF/Debt below 3% (Moody's adjusted, excluding the proposed one-time dividend to the sponsors). The preferred equity dividend is expected to be paid in kind; cash payments would put additional pressure on free cash flow. Sovos' liquidity is good, supported by approximately $50 million of expected pro forma unrestricted cash at close, a new $100 million first-lien senior secured revolver due 2026 (undrawn at close) and a new $215 million first-lien senior secured delayed draw term loan (DDTL, unfunded at close). Moody's also expects modest annual free cash flow below 3% over the next 12 months, with capital expenditures around 3% of pro forma revenue per annum. Cash requirements below free cash flow are limited to mandatory debt amortization totaling 1% of the funded first-lien term loan commitment. The $100 million revolver includes a net first-lien leverage covenant of 11.5x, which is only tested when 35% or more of the revolver's is outstanding. Moody's anticipates a sizable cushion against the covenant level over the next 12 months. The B3 ratings on Sovos' senior secured first-lien credit facilities reflect both the probability of default rating of B3-PD and the loss given default assessment of LGD3. The senior secured first-lien credit facilities benefit from secured guarantees from all existing and subsequently acquired wholly-owned restricted US subsidiaries. As there is no other meaningful debt in the capital structure, the facilities are rated in line with the B3 CFR. As proposed, the new credit facilities are expected to provide covenant flexibility that could adversely affect creditors. Notable terms include the following: Incremental first-lien debt capacity up to 1) the greater of $171 million and 100% of Consolidated EBITDA plus 2) unused portion of the general debt basket (to be determined), plus 3) additional amounts so long as the First Lien Leverage Ratio does not exceed 7.0x or is no higher after the incurrence. Amounts up to the greater of $171 million and 100% of Consolidated EBITDA, may be incurred with an earlier maturity date than the initial term loans. Only wholly-owned US restricted subsidiaries must 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 "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. 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. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company increases its operating scale and moderates its financial policies, such that Moody's expects debt to EBITDA leverage (adding the change in deferred revenue) to be sustained below 6.5x and FCF to debt at or above 5.0% (all metrics Moody's adjusted). The ratings could be pressured if revenue or EBITDA growth is weaker than expected, diminishing Sovos' ability to delever organically, such that Moody's does not anticipate a path to reduce Moody's adjusted debt/EBITDA below 8x. The ratings could also be downgraded if liquidity deteriorates and free cash flow is expected to decline towards break-even. The principal methodology used in these ratings was Software Industry published in August 2018. Sovos Compliance LLC provides software and services supporting corporate tax compliance and business-to-government tax reporting. Sovos offers solutions in four main segments: Sales & use tax, value added tax, alcoholic beverage tax and regulatory reporting. Sovos generated roughly $409 million in revenue as of the fiscal year ending June 2021 (pro forma with all announced acquisitions or transactions under letter of intent as of July 2021). The company, headquartered in Massachusetts, supports more than 20,000 customers, including half of the Fortune 500, and operates in over 70 countries. Sovos is owned by private equity sponsors Hg Capital (majority shareholder) and TA Associates (minority stake). SUNLIGHT RIVER: Lender Seeks to Prohibit Cash Collateral Use ------------------------------------------------------------ 988, LLC asks the U.S. Bankruptcy Court for the District of Arizona to prohibit Sunlight River Crossing, LLC from using cash collateral. On December 19, 2018, the Lender and the Debtor entered into a Purchase Agreement pursuant to which the Lender agreed to sell to the Debtor, and the Debtor agreed to purchase from the Lender, the real property and improvements located at 700 North Page Springs Road, Cornville, Arizona 86325. The Lender agreed to finance the majority of the purchase price for the Property, as evidenced by a Promissory Note dated as of December 19, 2018, issued by the Debtor and payable to the order of the Lender in the original principal amount of $1,086,870. The Debtor's obligations under the Purchase Agreement and the Note were secured by a Deed of Trust dated December 19, 2018, by and among the Debtor, as trustor, Yavapai Title Agency, Inc., as trustee, and the Lender, as beneficiary, pursuant to which the Debtor granted the Lender a security interest in the Property. Pursuant to the Deed of Trust, all leases and rents and other Property Income were also assigned and transferred to Lender. Following Events of Default under the Note, including the Debtor's failure to pay amounts owing under the Note when due, the Debtor and the Lender entered into a Forbearance Agreement dated as of May 31, 2020. The Lender agreed to forbear from exercising its rights and remedies until the earlier to occur of (a) February 1, 2021 and (b) the occurrence of any Event of Default under the Forbearance Agreement. On January 25, 2021, the Lender terminated the Forbearance Agreement by reason of, without limitation, the Debtor's failure to provide an original deed in lieu of foreclosure as required by the terms of the Forbearance Agreement and the Debtor impermissibly transferring its interest in the Property without the Lender's consent. On February 19, 2021, the Lender commenced a foreclosure action with respect to the Property in Case No. V1300CV202180052 in the Yavapai County Superior Court in and for the State of Arizona. The Foreclosure Case was stayed upon the filing of the bankruptcy case. As of the Petition Date, the Lender says the Debtor owes it $1,205,687.69 in principal, interest and default interest of $1,591.67, late charges of $2,725.33, for a total of $1,210,004.69 as well as attorneys' fees and costs of collection as provided for in the Loan Documents. To date, the Debtor has not filed a motion requesting use of the Lender's cash collateral (comprised of rents), and the Lender has not consented to the use of its cash collateral. The Lender asserts that the Debtor continues to utilize the rents generated by the Mortgaged Premises to operate its business in violation of Sections 363(c)(2) and 363(e) of the Bankruptcy Code. Moreover, the Debtor cannot feasibly argue that it has the ability to provide the Lender with adequate protection to warrant the use of cash collateral absent the Lender's consent, particularly where the Debtor has not been able to make any payments to Lender or pay taxes on the Mortgaged Premises for over a year. The Lender further requests that the Court order the Debtor to place all rents generated by the Mortgaged Premises into escrow to ensure that the rents are protected. About Sunlight River Crossing Cornville, Ariz.-based Sunlight River Crossing, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-04364) on June 4, 2021. Harrison Elder, member, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Brenda K. Martin presides over the case. Thomas H. Allen, Esq., at Allen Barnes & Jones, PLC, represents the Debtor as legal counsel. 988, LLC, as lender, is represented by Bryan Wayne Goodman of Goodman & Goodman, PLC. SWEETWATER BORROWER: Moody's Assigns First Time B2 CFR ------------------------------------------------------ Moody's Investors Service assigned first-time ratings to Sweetwater Borrower, LLC (Sweetwater, initially Symphony Finance Sub, LLC), including a B2 corporate family rating, B2-PD probability of default rating and B2 ratings on the senior secured first lien revolving credit facility and term loan. The outlook is stable. Proceeds from the proposed $638.5 million term loan, $15 million of borrowings on the proposed $100 million revolver, equity from Providence Equity Partners and rollover equity from the company's founder will be used to finance the investment by Providence Equity Partners and pay for transaction fees and expenses. "Sweetwater has gained share in the musical retail sector by capitalizing on growing e-commerce penetration and differentiating itself with a high level of service and a personalized selling model," said Moody's analyst Raya Sokolyanska. "While leverage is high pro-forma for the investment, we expect the company's good execution capabilities to continue driving solid long-term earnings performance." The rating assignment also incorporates governance considerations, including risks associated with private equity control. Moody's assigned the following ratings to Sweetwater Borrower, LLC: Corporate family rating, assigned B2 Probability of default rating, assigned B2-PD GTD senior secured 1st lien revolving credit facility, assigned B2 (LGD4) GTD senior secured 1st lien term loan, assigned B2 (LGD4) Outlook, assigned stable RATINGS RATIONALE Sweetwater's B2 CFR is constrained by its high leverage with an estimated 6.1x Moody's-adjusted debt/EBITDA (as of March 31, 2021) pro-forma for the transaction and the financial strategy risks associated with its private equity ownership. The company has grown above trend during the pandemic, with revenues up over 50% for the LTM period ended March 31, 2021 compared to 2019, driven by resilient demand in the category and a step change in e-commerce penetration. In addition, management adjusted EBITDA more than doubled in that period, reflecting top line growth and margin benefits primarily from modest fixed cost leverage and more efficient marketing. While Moody's expects that the company will maintain the revenue gains and the majority of margin improvement, there is risk that earnings could weaken over the next 12-18 months from very high current levels. Moody's expects debt/EBITDA of 6.0-6.3x and EBITA/interest expense of 2.5x-2.7x over the next 12-18 months, reflecting stable to modestly lower earnings. In addition, the rating reflects the company's narrow focus on the discretionary musical instruments category and risks associated with private equity ownership. As a retailer, Sweetwater also needs to make ongoing investments in social and environmental factors, including responsible sourcing, product and supply sustainability, privacy and data protection. At the same time, the rating is supported by Sweetwater's strong track record of revenue growth averaging roughly 20% over the past 10 years, driven by increasing e-commerce penetration in the musical products sector and the company's good execution capabilities. Sweetwater's personalized customer interaction model led by extensively trained musician sales engineers differentiates it from competitors and drives high retention rates and lifetime customer value. The predominance of minimum advertised price policies in the musical product space also supports the company's ability to compete effectively based on service. Additionally, Sweetwater's investments in online content and service over the years have driven brand awareness and favorable customer acquisition costs. Sweetwater's credit profile also benefits from its position as the second largest musical instrument retailer in the US after Guitar Center. As an online only retailer, the company also has a highly variable cost model, limiting downside earnings risk. The rating also benefits from Sweetwater's good liquidity over the next 12-18 months, including Moody's expectations for positive free cash flow, good revolver availability, a springing covenant only capital structure and a lack of near term debt maturities. The stable outlook reflects Moody's expectations for good liquidity and stable to slightly lower earnings over the next 12-18 months. As proposed, the new first lien credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: - Incremental debt capacity up to the greater of closing data EBITDA and LTM Consolidated EBITDA plus unused capacity reallocated from the general debt basket, plus unlimited amounts subject to the Closing Date First Lien Net Leverage Ratio of 5.8x. Amounts up to 100% of closing date EBITDA as well as term loan A loans may be incurred with an earlier maturity date than the initial term loans. - The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to 75% of Consolidated EBITDA, subject to "blocker" provisions, which prohibit any investment by any loan party in the form of a contribution of material Intellectual Property to any unrestricted subsidiary (other than any bona fide operational joint venture established for legitimate business purposes). - Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, subject to protective provisions, which only permit guarantee releases if such disposition is a good faith disposition to a bona fide unaffiliated third party for fair market value - The credit agreement provides some limitations on up-tiering transactions, including 1) the requirement for the consent of each Lender directly and adversely affected thereby (but not the Required Lenders) with respect to any modification to the pro rata sharing of payment or waterfall provisions except as otherwise provided in the Credit Documentation and 2) the requirement of 100% of the Lenders consent with respect to any reduction of any voting percentage set forth in the definition of Required Lenders. The proposed terms and the final terms of the credit agreement may be materially different. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if earnings or liquidity decline, or the company undertakes aggressive financial strategy actions. Quantitatively, the ratings could be downgraded if debt/EBITDA is maintained above 6.25x and EBITA/interest expense below 1.75x. The ratings could be upgraded if the company maintains steady growth and good liquidity. Quantitatively, the ratings could be upgraded if debt/EBITDA is maintained below 5.0x and EBITA/interest expense above 2.5x. Headquartered in Ft Wayne, Indiana, Sweetwater Borrower, LLC (Sweetwater) is the largest online music products retailer in the US. The company will be controlled by funds affiliated with Providence Equity Partners LLC following the planned 2021 investment. Revenues for the LTM period ended March 31, 2021 were approximately $1.3 billion. The principal methodology used in these ratings was Retail Industry published in May 2018. SWEETWATER BORROWER: S&P Assigns 'B' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to U.S.-based e-commerce business focused on musical instruments and pro audio equipment Sweetwater Borrower LLC. S&P said, "We also assigned our 'B' issue-level rating and '3' recovery rating to the proposed credit facilities, which consist of the term loan due 2028 and a $100 million revolving credit facility due 2026. "The stable outlook reflects our expectation that operating performance will improve over the next 12 months and credit protection measures will remain relatively steady "We expect Sweetwater's leverage will be elevated after the transaction, with modest improvement this year because of earnings growth. We project Sweetwater's S&P Global Ratings-adjusted leverage in the mid-6x area in 2021, declining to the low-6x area in 2022. We anticipate the company will improve its operating performance over the next 12 months, supported by modest growth in its customer base. We believe this will help lead to a low double-digit increase in sales for 2021, following approximately 40% revenue growth in 2020. Sweetwater saw increased customer growth in 2020 driven by increased e-commerce penetration in the industry. As an e-commerce business, we believe Sweetwater was less affected by store closures during the pandemic than other industry peers with a significant brick and mortar presence and as a result, was able to capture more customers. "We forecast that positive industry trends will continue through 2021 and that Sweetwater will benefit from repeat purchases from the new customers acquired in 2020. In addition, as live events begin to resume after a decline during the pandemic, the company expects a return to higher-price items such as pro audio equipment. "We also view the company's majority ownership by private equity firm Providence Equity Partners as a risk given our belief that financial sponsors tend to employ debt to fund shareholder returns, which could result in elevated leverage over the long term. "The company's good market position is undermined by limited scale, in our view." Sweetwater has a good market position as the second-largest musical instrument retailer in North America, accounting for about 15% of U.S. musical instrument and pro audio sales in 2020. The company has driven steady organic growth, doubling revenue over the past five years through its website and differentiated "Sales Engineer" model that encourages individualized customer support and strong relationships. This customer-centric strategy has led to strong customer retention rates, driving repeat purchases and continued market share gain. S&P said, "Despite its market position, we believe that with roughly $1 billion in sales and operations only in the U.S. Sweetwater's size and scale is limited. The company serves a narrow customer base with limited product diversity compared with broader retailers, which results in a small total addressable market of about $7 billion. Sweetwater has identified several adjacent markets to further increase its scale; however, growth initiatives could be subject to execution risk. "Moreover, we view Sweetwater's product offering as discretionary and would expect deterioration in operating performance in the event of a severe recession, as demand for both pro audio equipment and instruments would likely decrease meaningfully. This risk is partially mitigated by the company's proactive sales engineer model, which fosters long-term customer relationships and encourages repeat purchases even in times of a stress environment. "We view the company's profit margins as weak, with S&P Global Ratings-adjusted EBITDA margins in the 7% area, making cost management a key factor for operating performance improvement. We believe the company's margin profile is in part driven by the pricing arrangements with manufacturers and the competitive environment. Sweetwater's margins have improved in recent years, driven by shipping economies of scale and optimization in digital marketing spending. We expect margins to remain relatively stable going forward, with slight improvement from operating leverage and expansion into services such as virtual lessons, which are higher margin. Still, we believe this leaves very little room for performance degradation considering the elevated leverage pro forma the pending transaction. "The company's direct-to-consumer e-commerce business model and low capital spending needs will support good free cash flow generation. Sweetwater has almost no physical retail presence (other than its campus store located at the company's headquarters) and benefits from low capital expenditure requirements, projected at about $10 million-$20 million annually. Specifically, we believe Sweetwater's direct-to-consumer model and minimal working capital needs will support good cash flow generation, which leads us to forecast free operating cash flow (FOCF) of about $70 million for 2021. We expect that the company would use excess cash flow to pay down debt and toward growth initiatives. A risk to our forecast is the potential for the company's private equity owners to use excess cash and employ debt to fund shareholder returns, which could result in elevated leverage. "The stable outlook reflects our expectation that operating performance will improve over the next 12 months and credit protection measures will remain relatively steady. "We could lower the rating on Sweetwater if adjusted leverage is higher than 7x on a sustained basis. This could occur if heightened competition in the industry or management missteps led to performance declines or the company pursued a more aggressive financial policy, including paying debt-funded dividends to its financial sponsors." S&P's would consider upgrading Sweetwater if: -- S&P believed it would improve its leverage below 5x and sustain it at that level. S&P would expect the company's sponsor owners to pursue a more prudent financial policy, including deleveraging; and -- It meaningfully expanded its market presence, leading to continued positive sales growth and margin improvement. In this scenario, S&P could favorably reassess its competitive position. SYMPLR SOFTWARE: S&P Alters Outlook to Negative, Affirms 'B-' ICR ----------------------------------------------------------------- S&P Global Ratings revised the outlook on Houston-based Symplr Software Intermediate Holdings Inc. ("symplr") to negative from stable and affirmed all ratings following the transaction, including its 'B-' issuer credit rating and 'B' rating on the first-lien debt. The recovery rating on the first-lien debt remains '2'. S&P said, "The negative outlook reflects the higher leverage from already elevated levels, with our expectation for pro forma adjusted debt to EBITDA in the 11x-12x range, the potential for further acquisitions, and free cash flows that are still relatively modest. "We view the HealthcareSource acquisition as increasing adjusted debt leverage, making near-term cash flows less predictable, and showing a willingness for the company to pursue debt-funded inorganic growth. Although we continue to expect positive cash flow generation in 2021, we expect cash flows to be less predictable over the near term as the company integrates all recent acquisitions, including TractManager, Phynd, and now HealthcareSource. We think the realization of cost synergies will support the ability to expand cash flow generation, although having multiple large acquisitions over a short period may lead to unforeseen integration challenges. We view the HealthcareSource acquisition as aggressive from a financial policy standpoint given the timing is about seven months removed from the TractManager deal. We believe that such aggressive M&A activity comes with a degree of risk of unanticipated near-term expenses or other cash outflows. However, we also note that HealthcareSource is less than half the size of TractManager from a headcount perspective, which should help contain acquisition and integration-related risks." The company has also taken steps to minimize its adjusted debt leverage by taking on a new equity investor in Charlesbank in a transaction that removed a portion of preferred equity from the capital structure. Benefits of the acquisition include the company's increased scale (though the combined business remains at the smaller end of the healthcare companies we rate), and exposure to a new market subsegment in talent management. HealthcareSource provides a suite of solutions enabling its healthcare provider customers to hire, retain, and develop talent. These talent management solutions are complementary to symplr's workforce management solutions, and together these businesses will provide a more comprehensive set of tools to healthcare provider customers. S&P believes that HealthcareSource's gross customer retention rate of about 95% demonstrates the value it provides to hospitals. S&P said, "We continue to expect positive free cash flow in 2021, with earnings from HealthcareSource offsetting the incremental interest expense incurred in the deal. However, the deal, which comes seven months after the last large acquisition, creates some uncertainty for near-term cash flows, which could lead to temporary periods of weak cash flow generation, as experienced in past acquisitions. Cash flow in recent periods has been weak, but we expect cash generation to improve in the second half of 2021 benefitting from top-line growth including the HealthcareSource contribution, lower nonrecurring expenses, and cost synergies. "We expect the company to generate positive free cash flow in 2021 benefitting from top-line growth and cost synergies. In our view the company has not yet established a reliable track record of consistent cash flow generation despite its capital-lite model, primarily due to its active M&A history and corresponding one-time integration and transition spending. Prior to the TractManager deal in late 2020, the combined business generated little to no cash flows, largely due to one-time merger and acquisition-related expenses from past deals like API Healthcare. We expect working capital to be a smaller use of cash over time as the company ramps up its subscription business, which generates favorable cash flow timing since symplr collects subscription fees upfront. We believe the company will continue to remain aggressive on the M&A front, which could delay the company's achieving consistent positive free cash flow generation. "We expect a highly leveraged financial risk profile, with pro forma debt to EBITDA of 11x-12x and free operating cash flow (FOCF) to debt below 2% in 2021. The company's aggressive M&A program has resulted in its high leverage, and we project that adjusted debt to EBITDA will be above 11x in 2021 following the HealthcareSource acquisition, improving to the 9x to 10x range in 2022. We consider these credit measures to be on the weaker side of the highly leveraged category. The financial risk assessment considers Clearlake Capital's financial sponsor ownership of the company and that the company will likely maintain high leverage as it pursues debt-funded acquisitions as it has done since 2018. Our projected credit measures account for our expectations for business growth, profitability, and cash generation. Our adjusted EBITDA figures treat capitalized software development costs, management fees, and integration costs as operating expenses that depress EBITDA. "Our adjusted debt calculation includes preferred equity balances as debt since the company's preferred equity does not qualify for equity treatment based on our criteria. The preferred equity adjustment accounts for approximately 24% of adjusted debt. We expect the preferred equity to generate noncash interest only, which does not affect our cash flow forecast. "The negative outlook on symplr reflects our expectation for pro forma adjusted leverage of 11x-12x in 2021 when including preferred equity as debt. Although we expect positive free cash flow generation, we believe the increase in leverage, the potential for further acquisitions keeping leverage at elevated levels, and integration risks may make cash flows less predictable over the near term." S&P could lower the rating on symplr over the next 12 months if: -- The company experiences weaker earnings and free cash flow, potentially due to competitive pressures leading to depressed demand, or unforeseen integration challenges from recent acquisitions; or -- The company pursues additional large debt-funded acquisitions, keeping adjusted leverage above 10x and further delaying generation of consistent free cash flows; or -- Such conditions lead to no positive cashflow after required debt amortization, and with little prospects for improvement. S&P could revise the outlook to stable over the next 12 months if: -- The company establishes a track record of cash flow generation following the HealthcareSource deal, benefitting from strong execution on cost containment, synergy capture, and minimal integration challenges or unforeseen cash outlays; and -- Such conditions lead to S&P's expectation that adjusted debt to EBITDA will be firmly below 10x in 2022. TECHNICAL COMMUNICATIONS: Sells 4,000 Restricted Shares to Director ------------------------------------------------------------------- Technical Communications Corporation sold 4,000 shares of restricted common stock in a private offering to Ralph M. Norwood, a director of the company, for $16,000. The price per share of $4.00 was equal to the consolidated closing bid price per share as reported by the Over the Counter Bulletin Board on the date of sale. The transaction was approved by the Board of Directors of the company. About Technical Communications Concord, Massachusetts-based Technical Communications Corporation -- http://www.tccsecure.com-- specializes in secure communications systems and customized solutions to protect highly sensitive voice, data and video transmitted over a wide range of networks, serving government entities, military agencies, and corporate enterprises. Technical Communications reported a net loss of $910,650 for the year ended Sept. 26, 2020. As of March 27, 2021, the Company had $2.52 million in total assets, $1.80 million in total liabilities, and $720,897 in total stockholders' equity. Stowe & Degon LLC, in Westborough, Massachusetts, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Dec. 28, 2020, citing that the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations and has limited working capital that raises substantial doubt about its ability to continue as a going concern. TERWILLIGER PLAZA: Fitch Assigns BB+ IDR & Alters Outlook to Stable ------------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to the following bonds expected to be issued by the Hospital Facilities Authority of Multnomah County, OR on behalf of Terwilliger Plaza (Terwilliger): -- $93.3 million, series 2021A -- $15.5 million, series 2021B-1 -- $42.2 million, series 2021B-2 -- $9.1 million, series 2021C Additionally, Fitch has assigned a 'BB+' Issuer Default Rating and downgraded the following outstanding revenue bonds issued by the Hospital Facilities Authority of Multnomah County, OR on behalf of Terwilliger two notches to 'BB+' from 'BBB': -- $13.0 million revenue refunding bonds, series 2016; -- $12.4 million revenue refunding bonds, series 2012. The Rating Outlook has been revised to Stable from Negative. Series 2021 bond proceeds are expected to be used to fund the costs related to Terwilliger's upcoming independent living unit (ILU) expansion project, to pay certain capitalized interest costs, to fund a debt service reserve fund (DSRF) and to pay costs of issuance. The bonds are scheduled to sell via negotiated sale on or about Sept. 20, 2021. SECURITY The bonds are a joint and several obligation of the obligated group (OG) and are secured by a first mortgage lien on all properties and a gross revenue pledge of the OG. A fully-funded DSRF provides additional security. ANALYTICAL CONCLUSION The rating downgrade reflects Terwilliger's limited capacity to absorb the additional debt associated with its upcoming ILU expansion project, following several years of operating deterioration and a weakening balance sheet, which was driven primarily by strategic capital spending (i.e., purchasing land for the expansion project) and investment losses. Despite some remaining cash cushion, the proposed bond issue will significantly hinder key balance sheet metrics to a level more consistent with a 'BB+' rating. Fitch also believes ramp-up costs and new construction will disrupt operations in the near-term; however, because the expansion focuses on new ILUs only, Fitch believes the new project has the potential to be accretive in the longer term if it is completed and filled on time and within budget. KEY RATING DRIVERS Revenue Defensibility: 'bbb' Strong Demand Indicators Despite Pandemic Terwilliger maintained strong occupancy in its ILUs even during the pandemic; whereas assisted living unit (ALU) census modestly declined in that same period. There is some competition in the primary market area (PMA), but nearby comparable life plan communities have not materially impacted Terwilliger's ability to fill its units. Pricing for entrance fee contracts are affordable relative to residents' average net worth and prevailing home values, and management has implemented rate increases for monthly fees and entrance fees each year. Terwilliger is targeting 40% presales on the new ILUs prior to financing. As this is below 70%, Fitch views this as an asymmetric risk that constrains Terwilliger's revenue defensibility. However, Terwilliger only needs to achieve 65% occupancy to generate sufficient initial entrance fee to pay off the temporary debt. Operating Risk: 'bb' Weak Core Operations; Steady Entrance Fee Cash Flow Terwilliger has shown some recent deterioration in both profitability and liquidity metrics since fiscal 2017. Key operating metrics, such as operating ratio and net operating margin (NOM), have softened in recent years due to ramp-up costs for the new ILUs, increased operating expenses, weak portfolio performance, strategic land purchases and other capital projects. Even factoring in paydown of the temporary debt, Terwilliger's capital-related metrics are expected to weaken considerably following the issuance of the series 2021 bonds. Fitch expects capex to remain elevated in the near-term, but likely return to routine levels once the expansion project nears completion. Financial Profile: 'bb' New Debt Materially Increases Leverage Position The rating downgrade mainly reflects the expected significant increase in leverage following Terwilliger's $160 million series 2021 bond issue, coupled with the community's recent decrease in unrestricted cash and investments, which has rendered it less able to absorb the additional debt associated with its ILU expansion project. Terwilliger's cash-to-adjusted debt levels remain stressed throughout Fitch's forward-looking scenario analysis, which factors in the current project timeline including repayment of approximately $67 million in temporary debt with initial entrance fees by 2024. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS Apart from the low pre-sale levels, no other asymmetric risk considerations were relevant to the rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Positive rating action will ultimately be predicated on successful completion and fill of the ILU expansion project, coupled with balance sheet growth, with sustained cash-to adjusted debt levels above 50%; -- Improvement in operations once the project reaches stabilization, whereby NOM and operating ratio return to roughly 3%-4% and 98%-100%. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- Significant project execution issues that materially disrupt construction and fill-up of the new project, or deteriorate current operations or liquidity levels. 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. Located in Portland, OR, Terwilliger Plaza offers independent, assisted and residential care living services in 289 units including 246 ILUs, 43 ALUs, and some residential care units. Terwilliger does not offer skilled nursing facility units, but nursing care is provided to residents who require a higher level of care in the ALUs and residential care units. Terwilliger generated $17.6 million of operating revenue in fiscal 2020. REVENUE DEFENSIBILITY Terwilliger's IL demand has been consistently strong, averaging 97% between 2016-2020 and remained resilient throughout the coronavirus pandemic, with ILU occupancy of 94% as of June 30, 2021. ALU occupancy has been somewhat volatile as ALUs have historically been used mainly for residents of Terwilliger, but ALU occupancy improved to 93% in fiscal 2019 and stayed at about 90% through six months of 2021. This is attributable to management's efforts to accept direct admissions of non-residents, so long as sufficient space is maintained for existing residents. Terwilliger also maintains a current waitlist of 130 prospective residents, reflecting solid demand. As such, Fitch does not expect significant changes in occupancy rates over the medium term. Fitch expects Terwilliger's market share to remain robust. Terwilliger has operated in the Portland market since 1962 and is well established in its service area. Differentiating competitive factors include not only its downtown location on the west side of the Willamette River, but also its long history in the market, optional rather than mandatory meal plan, and provision of on-site in-home health services. Portland real estate continues to see strong demand, with home sale volumes remaining high and home values increasing by about 16% over the last year according to public sources. Additionally, Terwilliger's entrance fees span a large price range, enabling the organization to attract a broad spectrum of residents with varying income levels. The community has applied consistent rate increases for both average entrance fees and monthly service fees of 3%-6% each year. Weighted average entrance fees amount to around $293,000, which is affordable relative to average resident net worth. Terwilliger has presold only 49 of the 127 new ILUs and is targeting only 50 presales (which amount to 40% of total new units) prior to financing. Fitch views presales levels of 70% as a standard threshold for ILU expansion projects. Terwilliger's 40% target falls well below that, which Fitch believes is an asymmetric risk that constrains Terwilliger's revenue defensibility. However, Terwilliger only needs to achieve 65% occupancy per its anticipated timeframe to generate sufficient initial entrance fee to pay off the roughly $67 million of temporary debt. OPERATING RISK Terwilliger Plaza is a type-B life plan community that offers a traditional non-refundable contract and an 80% refundable contract. The refundable contracts are available for the ILUs in the Heights and will be offered for the new ILUs at Parkview. The community's operating performance is on par with a weak assessment. Core operations have shown deterioration in recent years driven by ramp-up costs for the expansion, including increased marketing expenses. Terwilliger also experienced some operating disruptions due to the coronavirus pandemic, which moderately stressed occupancy in the IL and AL. However, lost revenues were mitigated by management's cost containment measures, a $1.4 million Paycheck Protection Program loan (that was recently forgiven), and roughly $100,000 in stimulus funds. Despite some government-related assistance and expense mitigation, profitability was weak in 2020, with an operating ratio, NOM, and NOM-adjusted of 104.9%, -0.9%, and 10.4%, respectively. Following the new bond issue and ramp-up of new construction, Fitch expects core operations to deteriorate further. Due to increased operating expenses for the new ILUs, Fitch believes Terwilliger's operating ratio will rise well above 100% following the financing, and remain elevated as the new project reaches completion. In addition, NOM will be negative and remain well below zero as the new ILUs are built over the next two to three years. Until the new project is constructed and stabilized at 95% occupancy in 2025, core operating metrics will remain weak. Capex to depreciation has averaged 116% over the last five fiscal years which has contributed to the improving average age of plant, which was 12.1 years in 2020. Capital spending is also expected to rise over the outlook period given the approximately $149.6 million ILU project that is currently in the pre-finance construction phase and is anticipated to be substantially completed by August 2023. Following the series 2021 bond issuance, capital-related metrics are expected to deteriorate and align closely with a weak assessment, with pro forma maximum annual debt service (MADS) representing a very high 34.6% of revenues and pro forma revenue-only MADS coverage of 0.5x in 2020. Pro forma permanent debt-to-net available is expected to increase to 13.3x in 2024, when the short-term entrance fee bonds are expected to be paid down. MADS is expected to rise from approximately $2.7 million to around $7.3 million, underscoring the material weakening Fitch is expecting in Terwilliger's capital-related metrics until the project stabilizes. FINANCIAL PROFILE In fiscal 2020, Terwilliger's $22 million in unrestricted cash and investments and $34 million in debt translated to 530 days cash on hand, 64% cash-to-adjusted debt, and a 3.0x cushion ratio (which incorporates pro forma MADS). Following the series 2021 bond issuance, total debt is expected to increase to around $192 million and cash-to-adjusted debt is expected to fall to around 13%. Pro forma MADS coverage was a fairly weak 0.8x in 2020, although Terwilliger will not be tested on the increased MADS until 2026. Fitch believes that Terwilliger's strong demand for existing units and unique location will allow the community to accrue sufficient entrance fee cash flows to pay down temporary debt and rebuild its balance sheet over time. However, given that stabilized occupancy will not occur until 2025, it will take several years to improve key balance sheet metrics. Fitch's stress case scenario incorporates both an investment portfolio and cash flow stress that are plausible based on current economic conditions and expectations. Terwilliger's investment portfolio stress was moderate given its diversified investment allocation. After incorporating the ILU expansion project, key leverage metrics and coverage levels are consistent with a 'bb' financial profile assessment. 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. TK SKOKIE: Claims Will be Paid in Full From Continued Operations ---------------------------------------------------------------- TK Skokie, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Illinois a Disclosure Statement relating to Plan of Reorganization dated July 20, 2021. Debtor TK Skokie, LLC, LLC, is the owner and operator of the restaurant located in Skokie, Illinois. The Reorganized Debtor will use the income generated from its operations to fund its obligations under this Plan. It is intended by this Plan that the Debtor's creditors will be paid in full on all allowed claims. Once all claims have been paid in to the extent provided, any of the Reorganized Debtor's remaining assets will be retained by the Reorganized Debtor. Class 1 consists of Administrative Expense Claims. Allowed Administrative Expense Claims shall be paid in cash on the Effective Date except to the extent that the holder of such a Claim agrees otherwise, or in the case of any administrative Claim that requires Bankruptcy Court approval, upon the entry of an order by the Bankruptcy Court in these proceedings approving same. Class 2 consists of the IRS Claim. The Debtor is currently entitled to a $205,899 credit toward its IRS debt which shall be applied as of the Effective Date of this Plan. Commencing the month following the confirmation of this Plan the Debtor shall commence monthly payments on the Class 2 claim(s) in amounts to be determined sufficient to ensure the payment of said claims in full, including all interest, penalties, and other charges imposed by law, over the 5 years after the Effective Date. Class 3 consists of Other Government Unit Claims. The Class 3 claims will be paid in full, without interest. Commencing the month following the confirmation of this Plan the Debtor shall deposit the sum of $100,000 into an account designated for payments to be made under this Plan. Thereafter, the Debtor will commence monthly payments of $7,050.00 into that same account for payment to creditors. For the sake of economy, commencing the fourth month following the confirmation date the Debtor will make quarterly payments to the Class 3 claimants, pro rata, until all such claims are paid in full. Class 4 consists of General Unsecured Claims. The Class 4 claims will be paid in full, without interest. Commencing the month following the confirmation of this Plan the Debtor shall commence monthly payments of $7,050 into an account designated for payments to be made under this Plan. For the sake of economy, commencing the fourth month following the confirmation date the Debtor will make quarterly payments to the Class 4 claimants, pro rata, until all such claims are paid in full. Payments under the Plan will be funded from income the Debtor generates in connection with its business operations. Once all Claims have been paid to the extent provided, any and all of the Reorganized Debtor's remaining assets will be retained by the Reorganized Debtor. The Plan contemplates the continuation those operations and of regular monthly expense payments. The Debtor will fund the payment of its tax claims and remaining general unsecured creditors over a five year period in full. A full-text copy of the Disclosure Statement dated July 20, 2021, is available at https://bit.ly/3zqzpRR from PacerMonitor.com at no charge. Attorney for the Debtor: Timothy C. Culbertson ARDC No. 6229083 P.O. Box 56020 Harwood Heights, Illinois 60656 Tel: (847) 913-5945 E-mail: tcculb@gmail.com About TK Skokie TK Skokie, LLC, owns and operates a restaurant and bar in Skokie, Illinois. It sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-33898) on Nov. 29, 2019, listing assets and liabilities of less than $1 million. Timothy C. Culbertson, Esq., at the LAW OFFICES OF TIMOTHY C. CULBERTSON, is the Debtor's counsel. TRIDENT BRANDS: Incurs $716,323 Net Loss in Second Quarter ---------------------------------------------------------- Trident Brands Incorporated filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $716,323 on $46,243 of net revenues for the three months ended May 31, 2021, compared to a net loss of $10.06 million on $244,102 of net revenues for the three months ended May 31, 2020. For the six months ended May 31, 2021, the Company reported a net loss of $1.26 million on $190,291 of net revenues compared to a net loss of $14.32 million on $405,987 of net revenues for the same period in 2020. As of May 31, 2021, the Company had $1.78 million in total assets, $31.15 million in total liabilities, and a total stockholders' deficit of $29.37 million. As of May 31, 2021, the Company had $131,361 in cash and a working capital deficit of $7,338,997. The Company has historically generated losses and negative operating cash flows. The Company has an accumulated deficit of $40,703,867 as of May 31, 2021. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company said that unless management is able to obtain additional financing, the Company may not be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1421907/000147793221004771/tdnt_10q.htm About Trident Brands Based in Brookfield, Wisconsin, Trident Brands Incorporated, f/k/a Sandfield Ventures Corp., was initially formed to engage in the acquisition, exploration and development of natural resource properties, but has since transitioned and is now focused on branded consumer products and food ingredients. The Company is in the early growth stage and has commenced commercial activities following a period of organization and development of its business plan. Trident Brands reported a a net loss of $5.39 million for the 12 months ended Nov. 30, 2020, compared to a net loss of $12.22 million for the 12 months ended Nov. 30, 2019. As of Feb. 28, 2021, the Company had $1.77 million in total assets, $30.73 million in total liabilities, and a total stockholders' deficit of $28.96 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 16, 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. TRINSEO SA: Aristech Transaction No Impact on Moody's Ba3 CFR ------------------------------------------------------------- Moody's Investors Service states that Trinseo S.A.'s proposed acquisition of Aristech Surfaces LLC. for $445 million will not have an impact on its Ba3 corporate family rating or negative outlook given the expected improvement in financial performance and credit metrics in 2021 pro forma for this transaction. Trinseo intends to finance the acquisition with a combination of cash on hand and existing credit facilities and is expected to close by the end of 2021. The business will become part of Trinseo's Engineered Materials segment. "While the transaction supports Trinseo's portfolio transformation towards a supplier of more advanced materials and sustainable solutions; however, it comes with an elevated valuation multiple," stated John Rogers, Senior Vice President and lead analyst on Trinseo. Aristech is a leading supplier of continuous cast acrylic sheet and solid surface materials for niche wellness, architectural, transportation and industrial markets worldwide. The company offers products that are used in a variety of higher value applications such as hot tubs and counter tops is very complementary to the recently acquired Arkema PMMA business (purchase price of $1.4 billion in May 2021). Aristech purchases MMA and ABS resins that can be supplied by Trinseo, which will reduce Trinseo's merchant market exposure to lower margin products. The acquisition adds two additional manufacturing facilities. One in Florence, Kentucky, which is the largest continuous cast facilities in the world and the other in Belen, New Mexico. Aristech gives Trinseo access to new applications and should expand international sales over time, especially in Asia where Aristech has a large growing customer base. Despite a relatively high valuation multiple of roughly 10x, pre-synergies (7.1x post-synergies), the dramatic improvement in styrene and polystyrene margins, combined with strong demand in most of Trinseo's end markets should more than offset the negative impact of the increase in debt from both the Arkema and Aristech acquisitions, if demand and margins continue at current levels throughout 2021. Increased free cash flow in 2021 along with the sale of the rubber business for $491 million should reduce the negative impact from the more than doubling of debt in 2021. Additionally, the acquisition of two businesses in the same year will increase integration risk and likely delay the realization of synergies from the Aristech business. However, if markets remain favorable, pro forma leverage could drop below 3x by year end, leading to possibility that the outlook could be moved to stable. Trinseo S.A. is the world's largest producer of styrene butadiene (SB) latex, the third largest global producer of polystyrene and a leading producer of acrylic resins and sheet. Trinseo generates annual revenue of between $3-4 billion depending on refinery and petrochemical feedstock prices. TYNDALL PARKWAY: Seeks Approval to Hire Berkadia as Broker ---------------------------------------------------------- Tyndall Parkway Apartments, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Berkadia Real Estate Advisors, LLC as broker. Berkadia will render these services: (a) market the Debtor's property to qualified bidders over a 30-day period of time; (b) prepare all necessary marketing materials and disclosures for distribution to prospective purchasers and respond to due diligence requests; (c) investigate and verify potential purchasers; and (d) solicit bona fide offers to purchase the property for consideration by the Debtor in conjunction with a bidding procedures motion and sale motion to be filed with this bankruptcy court. Berkadia will receive a 1 percent commission on the gross purchase price of the property for its services. In addition, the broker will receive reimbursement for third party reports and for its out-of-pocket expenses incurred. Cole Whitaker, senior managing director at Berkadia Real Estate Advisors, 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: Cole Whitaker Berkadia Real Estate Advisors LLC 300 South Orange Avenue, Suite 1125 Orlando, FL 32801 Telephone: (407) 481-2126 Email: Cole.Whitaker@Berkadia.com About Tyndall Parkway Apartments Tyndall Parkway Apartments, LLC, a Panama City, Fla.-based company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 21-50044) on May 25, 2021. In the petition signed by Edward E. Wilczewski, president, the Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge Karen K. Specie oversees the case. The Debtor tapped Stichter, Riedel, Blain & Postler, PA as bankruptcy counsel and Beggs & Lane, RLLP as special counsel. UNIQUE TOOL: Trustee Taps Wernette Heilman as Special Counsel ------------------------------------------------------------- Richardo Kilpatrick, the appointed trustee in the Chapter 11 case of Unique Tool & Manufacturing Co., Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Wernette Heilman, PLLC as special counsel. The Debtor needs the assistance of a special counsel for the purpose of pursuing avoidance actions belonging to its bankruptcy estate against Grand Mill Funding Corporation and National Funding, Inc. The hourly rates of Wernette Heilman's attorneys and staff are as follows: Michael R. Wernette $335 per hour Ryan D. Heilman $345 per hour Legal Assistants and Paralegals $125 per hour In addition, Wernette Heilman will seek reimbursement for expenses incurred. Ryan Heilman, Esq., an attorney at Wernette Heilman, 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: Ryan D. Heilman, Esq. Wernette Heilman PLLC 40900 Woodward Ave., Suite 111 Bloomfield Hills, MI 48304 Telephone: (248) 835-4745 Email: ryan@wernetteheilman.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. Daniel Althaus, president, signed the petition. At the time of the filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Mary Ann Whipple oversees the case. Diller and Rice, LLC serves as the Debtor's counsel. 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 Gold, Lange, Majoros and Smalarz PC as bankruptcy counsel, Wernette Heilman, PLLC as special counsel, and C.L. Moore & Associates as accountant. W.F. GRACE CONSTRUCTION: Wins Cash Collateral Access Thru Oct 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Hampshire has authorized W.F. Grace Construction, LLC to continue using cash collateral in accordance with the budget and provide adequate protection to potential cash collateral lienholders through October 31, 2021. The Debtor is permitted to use cash collateral to pay the costs and expenses incurred by the Debtor in the ordinary course of business to the extent provided for in the Budget up to $586,401. TBK Bank SSB and TD Bank N.A. may hold valid and enforceable, perfected pre-petition liens on cash collateral. The Debtor will continue to make monthly payments to TBK in the amount of $3,474, beginning on the 15th day from the date of the Order and on the same date of each succeeding month thereafter during the Use Term. The Debtor is authorized to make the monthly payments to TDB in the amount of $1,426.78 in accordance with the Stipulated Order Between Debtor and TD Bank, N.A. Providing Adequate Protection during the Use Term. As adequate protection for the Debtor's use of cash collateral, each Potential Cash Collateral Lienholder is granted a replacement lien on the Debtor's post-petition property of the same kinds and types as the collateral that they held valid and enforceable, perfected liens. The Replacement Liens will be deemed valid and perfected notwithstanding any requirements of non-bankruptcy law with respect to perfection. The Budget includes and provides for adequate protection payments to creditors that hold liens of record on specific pieces of equipment, but no payment will be made to any of the Potential Equipment Lienholders unless and until the Court grants a separate motion that authorizes the Debtor to make a payment to the Potential Equipment Lienholder determined to hold a valid and enforceable, perfected first priority lien on a specific piece of equipment or the Subchapter V Trustee in escrow pending the further Court order or orders. These events will constitute Termination Events: a. Non-compliance by the Debtor with any of the material terms or provisions of the Order unless approved by the Court; b. Any stay, reversal, vacatur, rescission, or other modification of the terms of the Order not consented to by TBK in its absolute discretion unless approved by the Court; c. Entry of an order by the Court or any other Court having jurisdiction over the chapter 11 case approving any post-petition financing not consented to by TBK in its absolute discretion unless approved by the Court; d. Entry of an order by the Court dismissing the Debtor's chapter 11 case or converting the Debtor's chapter 11 case to a case under chapter 7 of the Bankruptcy Code, in each case, not consented to by TBK in its absolute discretion; e. The lifting of the automatic stay to permit the exercise of secured creditor remedies with respect to any cash collateral of the Debtor having a value in excess of $25,000 individually, not consented to by TBK in its absolute discretion unless approved by the Court; f. The failure to timely make any adequate protection payment to TBK required under the Order unless approved by the Court; and g. The incurrence or payment by the Debtor of expenses that cause the Debtor to exceed the Maximum Use Amount provided for in the Budget unless approved by the Court. h. Clause (v) will not apply to stay relief orders or stipulations for stay relief that pertain to one or more specific pieces of equipment subject to a specific security interest of a secured creditor. A further hearing on the Debtor's request is scheduled for October 20 at 2 p.m. A copy of the order and the Debtor's budget for August to October is available at https://bit.ly/3BtEt9X from PacerMonitor.com. The Debtor projects $670,000 in total cash in and $586,401.52 in total cash out for the period. About W.F. Grace Construction, LLC W.F. Grace Construction, LLC is part of the residential construction contractors industry. W.F. Grace Construction filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 20-10844) on Sept. 28, 2020. The petition was signed by William F. Grace, Jr., sole member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. William S. Gannon, Esq., at William S. Gannon PLLC represents the Debtor as counsel. WAGYU 100: Unsecureds Will be Paid in Full in 12 Monthly Payments ----------------------------------------------------------------- Wagyu 100, LLC, submitted an Amended Plan of Reorganization. Under the Plan, Class 6 (Unsecured Creditors). The Allowed Claims of Unsecured Creditors shall be paid in full in 12 equal monthly payments commencing on the Effective Date. Class 6 is impaired. The Debtor's obligations under this Plan will be satisfied out of the ongoing operations of the Reorganized Debtor. ATTORNEYS FOR DEBTOR: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road Suite 850 Dallas, Texas 75251 (972) 991-5591 (972) 991-5788 - telecopier A copy of the Disclosure Statement dated July 14, 2021, is available at https://bit.ly/3reEAl0 from PacerMonitor.com. About Wagyu 100 Wagyu 100, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 21-60039) on Feb. 1, 2021. Eric A. Liepins, Esq., at Eric A. Liepins, PC serves as the Debtor's counsel. WEST COAST AGRICULTURAL: Wins Cash Collateral Access Thru Aug 15 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon has authorized West Coast Agricultural Construction Company to use cash collateral on an interim basis in accordance with the budget through August 15, 2021, with a 10% variance. Columbia State Bank asserts a security interest/lien upon the Cash Collateral as of the Petition Date pursuant to that to a Commercial Security Agreement dated August 15, 2018 by and between the Debtor and Columbia Bank. The Bank appears to have perfected its security interest in the Cash Collateral by filing a financing statement with the Oregon Secretary of State on July 14, 2009, Lien No. 8312594, as thereafter amended by File Nos. 8312594-1 through 8312594-3. The U.S. Small Business Administration also appears to have a junior security interest in the Cash Collateral. As adequate protection for the Debtor's use of cash collateral, Columbia Bank and the SBA are granted a replacement lien on all of the post-petition property of the same nature and kind in which Columbia Bank and the SBA had a pre-petition lien or security interest. The Replacement Liens will have the same priority as existed on the Petition Date with respect to Columbia Bank's and the SBA's original liens. To protect against the depreciation of its collateral, the Debtor will make monthly adequate protection payments to Columbia Bank in the amount of $11,500. The adequate protection payment to Columbia Bank for July 2021 will be paid within five days of the entry of the Order. The monthly adequate protection payment to Columbia Bank for each subsequent month will be paid within five business days of the first day of each month. To the extent a Replacement Lien proves to be inadequate to protect against diminution in the value of Columbia Bank's or the SBA's interest in the Debtor's prepetition property resulting from the Debtor's postpetition use of the Cash Collateral, Columbia Bank and the SBA will be entitled to an allowed administrative expense claim under Section 503(b) of the Bankruptcy Code that will have super priority as provided in Section 507(b) of the Bankruptcy Code against non-exempt property of the Debtor's estate. The Replacement Lien will be a valid, perfected, and enforceable security interest and lien on the non-exempt property of the Debtor and the Debtor's estate without further filing or recording of any document or instrument or any other action, but only to the extent of the enforceability of Columbia Bank's prepetition security interests in property of the Debtor. A hearing on the Debtor's continued use of cash collateral is scheduled for August 4. A copy of the order and the Debtor's budget for July 12 to December 31 is available at https://bit.ly/3wXRtks from PacerMonitor.com. The Debtor projects $621,796 in total income and $428,877.70 in total expenses for the period. About West Coast Agricultural Construction Company West Coast Agricultural Construction Company sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 21-61099) on June 24, 2021. In the petition signed by Brandt N. Hayden, president, the Debtor disclosed up tp $10 million in both assets and liabilities. Judge David W. Herscher oversees the case. Ted A. Troutman at Troutman Law Firm P.C. is the Debtor's counsel. [^] BOND PRICING: For the Week from July 19 to 23, 2021 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Basic Energy Services Inc BASX 10.750 16.737 10/15/2023 Basic Energy Services Inc BASX 10.750 16.737 10/15/2023 Buffalo Thunder Development Authority BUFLO 11.000 50.000 12/9/2022 DTE Energy Co DTE 6.375 140.055 4/15/2033 Discovery Communications DISCA 3.500 101.854 6/15/2022 Discovery Communications DISCA 3.500 101.615 6/15/2022 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Federal Farm Credit Banks Funding Corp FFCB 2.090 99.744 4/1/2031 Federal Farm Credit Banks Funding Corp FFCB 1.600 99.707 10/23/2028 Federal Farm Credit Banks Funding Corp FFCB 1.650 99.859 3/22/2029 Federal Farm Credit Banks Funding Corp FFCB 1.620 99.441 4/6/2028 Federal Farm Credit Banks Funding Corp FFCB 2.170 99.508 10/27/2031 Federal Home Loan Banks FHLB 1.750 99.488 4/26/2029 Federal Home Loan Banks FHLB 1.150 99.807 4/27/2026 Federal Home Loan Banks FHLB 1.200 99.828 4/27/2026 Federal Home Loan Banks FHLB 1.150 99.685 4/28/2026 Federal Home Loan Banks FHLB 1.150 99.783 4/27/2026 Federal Home Loan Banks FHLB 1.250 99.707 4/28/2026 Federal Home Loan Banks FHLB 0.900 99.352 7/28/2025 Federal Home Loan Banks FHLB 1.050 99.762 10/28/2025 Federal Home Loan Banks FHLB 1.200 99.690 4/29/2026 Federal Home Loan Banks FHLB 1.150 99.204 4/30/2026 Federal Home Loan Banks FHLB 1.100 99.228 4/30/2026 Federal Home Loan Banks FHLB 0.650 99.206 12/30/2024 Federal Home Loan Banks FHLB 1.000 99.190 12/30/2025 Federal Home Loan Mortgage FHLMC 0.310 99.774 1/27/2023 GNC Holdings Inc GNC 1.500 1.250 8/15/2020 GTT Communications Inc GTTN 7.875 10.174 12/31/2024 GTT Communications Inc GTTN 7.875 10.625 12/31/2024 Goodman Networks Inc GOODNT 8.000 38.725 5/11/2022 Iconix Brand Group Inc ICON 5.750 55.354 8/15/2023 Jefferies Finance LLC / JFIN Co-Issuer Corp JEFFIN 6.250 107.741 6/3/2026 Liberty Media Corp LMCA 2.250 45.000 9/30/2046 MAI Holdings Inc MAIHLD 9.500 19.495 6/1/2023 MAI Holdings Inc MAIHLD 9.500 19.750 6/1/2023 MAI Holdings Inc MAIHLD 9.500 19.495 6/1/2023 MBIA Insurance Corp MBI 11.386 16.000 1/15/2033 MBIA Insurance Corp MBI 11.386 21.049 1/15/2033 MF Global Holdings Ltd MF 9.000 15.625 6/20/2038 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 Navajo Transitional Energy Co LLC NVJOTE 9.000 65.000 10/24/2024 Nine Energy Service Inc NINE 8.750 57.916 11/1/2023 Nine Energy Service Inc NINE 8.750 54.743 11/1/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.350 1/29/2020 Pinnacle Bank/Nashville TN PNFP 3.314 97.477 7/30/2025 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Revlon Consumer Products REV 6.250 45.191 8/1/2024 Rolta LLC RLTAIN 10.750 2.158 5/16/2018 Sears Holdings Corp SHLD 8.000 2.524 12/15/2019 Sears Holdings Corp SHLD 6.625 1.260 10/15/2018 Sears Holdings Corp SHLD 6.625 2.053 10/15/2018 Sears Roebuck Acceptance SHLD 7.500 0.589 10/15/2027 Sears Roebuck Acceptance SHLD 6.750 0.403 1/15/2028 Sears Roebuck Acceptance SHLD 6.500 0.300 12/1/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 90.000 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 68.000 8/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, 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. 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