/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210802.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, August 2, 2021, Vol. 25, No. 213 Headlines 27TH STREET FUNDING: Public Sale of Collateral Set for Aug. 24 5 STAR PROPERTY: Taps Serralles Group as Real Estate Broker AIR CANADA: Fitch Assigns BB Rating on Proposed Sec. Notes AKUMIN INC: Moody's Confirms B3 CFR & Rates New $500MM Notes B2 ALAMO CITY: Voluntary Chapter 11 Case Summary ALLEGHENY SHORES: Seeks to Hire CBRE as Real Estate Broker ALLISON TRANSMISSION: Moody's Ups CFR to Ba1 & Unsec. Notes to Ba2 AMERICAN MOBILITY: Sept. 2 Plan Confirmation Hearing Set API GROUP: Moody's Affirms Ba2 CFR & Alters Outlook to Negative APPVION INC: 7th Circuit Revives Stock Lawsuit vs. Former Execs. ARTS FOR A CAUSE: Seeks to Hire Goldberg Simpson as Legal Counsel AVERY ASPHALT: Seeks to Hire Dickensheet & Associates as Appraiser BCP RAPTOR II: Moody's Hikes CFR to B2 & Alters Outlook to Stable BCP RAPTOR: Moody's Upgrades CFR to B2 & Alters Outlook to Stable BEACH RESORTS: Seeks to Use Bank of Guam, et al. Cash Collateral BELDEN INC: Egan-Jones Keeps BB- Senior Unsecured Ratings BLACK CREEK: Seeks to Use Pender East Credit's Cash Collateral BLACKROCK INTERNATIONAL: U.S. Trustee Opposes Plan & Disclosures BLACKSTONE DEVELOPERS: Unsecureds Get $300 Per Month From Business BOEING COMPANY: Egan-Jones Keeps BB Senior Unsecured Ratings BOSTON SCIENTIFIC: Egan-Jones Keeps BB+ Senior Unsecured Ratings BOUTIQUE NV: Seeks to Tap TS Worldwide as Real Estate Appraiser BOY SCOUTS OF AMERICA: Claimants Chapter 11 Settlement Imperiled BURNS ASSET MANAGEMENT: Taps Sasser Law Firm as New Counsel CAMERON MUTUAL: A.M. Best Affirms B(Fair) Financial Strength Rating CCMW LLC: Taps Ivey, McClellan, Gatton & Siegmund as Counsel CENTENE CORP: Fitch Assigns BB+ Rating on $1.8 Billion Notes CENTENE CORP: Moody's Assigns Ba1 Rating to New 2031 Debt CHICAGO BOARD OF EDUCATION: Fitch Withdraws Ratings on GO Bonds CHICAGO PARK: Moody's Affirms 'Ba1' Rating on GOULT Debt CMC II LLC: Committee Files Sealed Motion Seeking Examiner COLONNADE FAMILY: Taps Incorvati & Company as Accountant CORE & MAIN: Moody's Raises CFR to Ba3 Amid Recent IPO CORRY DAVIS: Seeks to Hire Allie Beth as Real Estate Broker COVANTA HOLDING: Egan-Jones Keeps B Senior Unsecured Ratings CRYSTALLEX INTERNATIONAL: U.S. Investor Seeks Examiner Appointment CYTOSORBENTS CORP: Sales Agreement With Jefferies Terminates Aug. 3 DESERT VALLEY: Gets OK to Hire Barski Law Firm as Legal Counsel DURRANI M.D.: Sept. 3 Plan & Disclosure Hearing Set EASTERDAY RANCHES: Bankruptcy Sparks Second Row Over Legal Fees ELWOOD ENERGY: S&P Lowers Senior Secured Notes Rating to 'BB' EVEREST REAL ESTATE: High Marks on Patient Care Quality, PCO Says EXPLORE KNOWLEDGE: S&P Affirms 'BB+' Long-Term Revenue Debt Rating FLEXSYS INC: Moody's Assigns First-Time B2 Corporate Family Rating FREEMAN MOBILE ORTHODONTICS: Emerges from Chapter 11 Bankruptcy FRONTIER COMMUNICATIONS: Egan-Jones Withdraws D Sr. Unsec. Ratings GBG USA: Case Summary & 50 Largest Unsecured Creditors GBG USA: Starts Voluntary Chapter 11 Proceedings GENTREE LLC: Taps Gallagher & Kennedy as Bankruptcy Counsel GEON PERFORMANCE: Moody's Gives B2 CFR & Rates $600MM Term Loan B2 GREENBIER COMPANIES: Egan-Jones Keeps BB Senior Unsecured Ratings HARRIS CRC: Seeks to Use Cash Collateral Thru November 30 HAVEN FORT MYERS: Case Summary & 10 Unsecured Creditors HAWAIIAN HOLDINGS: Reports $6.2 Million Net Loss in Second Quarter HCA HEALTHCARE: S&P Alters Outlook to Positive, Affirms 'BB+' ICR HESS MIDSTREAM: Equity Repurchase No Impact on Moody's Ba2 CFR HOST HOTELS: Egan-Jones Keeps BB Senior Unsecured Ratings IFRESH INC: Receives Favorable Default Award in Arbitration Case IMERYS TALC: Tort Group Delays J&J Talc Claim Spinoff Fight INTERNATIONAL LAND: Expects to Raise $2 Million in Stock Offering INTERSTATE UNDERGROUND: Wins Continued Cash Access JAKKS PACIFIC: Posts $15.4 Million Net Loss in Second Quarter JEFFERIES FINANCE: Moody's Rates $1BB Unsecured Notes 'B1' JETBLUE AIRWAYS: Moody's Alters Outlook on Ba2 CFR to Positive KAYA HOLDINGS: To Sell Oregon Warehouse; Closes Sunstone Settlement KISMET ROCK: Seeks Cash Collateral Access Thru Oct 17 KNOW LABS: Granted 3 New Patents That Enhance Bio-RFID Performance LAREDO PETROLEUM: Egan-Jones Keeps CCC- Senior Unsecured Ratings MAGELLAN HOME-GOODS: Seeks Access to Cash, Pay Prepetition Payroll MAGNOLIA OIL: Moody's Affirms B1 CFR & Hikes Unsecured Notes to B2 MAJESTIC HILLS: Further Fine-Tunes Plan Documents MAJESTIC HILLS: Sept. 27 Plan Confirmation Hearing Set MARINER WEALTH: Moody's Assigns B1 CFR & Rates $300MM Term Loan B1 MARINER WEALTH: S&P Assigns 'B' ICR, Outlook Stable MARTIN CONSTRUCTION: Taps Orin Odom as Substitute Attorney MCCLATCHY COMPANY: Moody's Assigns 'Caa1' CFR, Outlook Stable MESQUITE ENERGY: Pauses Planned Asset Sale,Tackles Contract Dispute METLIFE INC: Egan-Jones Hikes Senior Unsecured Ratings to BB+ MIDCONTINENT COMMUNICATIONS: Moody's Affirms B1 Corp Family Rating MIDTOWN DEVELOPMENT: Taps Cushman & Wakefield as Real Estate Broker MORROW GA INVESTORS: Case Summary & 2 Unsecured Creditors NABORS INDUSTRIES: Incurs $196 Million Net Loss in Second Quarter NEOVASC INC: To Report Q2 2021 Financial Results on August 10 NEW BETHEL: Sept. 15 Disclosure Statement Hearing Set NEW HOME: Apollo Funds Transaction No Impact on Moody's B3 CFR NIEMAN PRINTING: CEO Mishandled Funds, US Trustee Alleges NIR WEST: Court OKs Stipulation with BOTW on Cash Access NOVELIS CORP: Moody's Rates New $750MM Unsecured Notes 'B1' ODYSSEY ENGINES: Wins Access to Cash Collateral Thru Sept. 30 PARADIGM MIDSTREAM: Moody's Alters Outlook on B3 CFR to Stable PENNSYLVANIA REAL: Egan-Jones Keeps CCC- Senior Unsecured Ratings PG&E CORP: SEC Would Not Take Fire Disclosures Enforcement Action PREMIER DENTAL: Moody's Affirms B3 CFR & Rates New Secured Debt B3 PRIME ECO: Case Summary & Largest Unsecured Creditors PURDUE PHARMA LP: 15 U.S. States Agree to Bankruptcy Plan PURDUE PHARMA: Court Approves $22 Million Worker Bonus Program R.A. BORRUSO: Hearing Tuesday on Continued Cash Collateral Use REGENTS COURT: Trustee Taps Byman & Associates as Legal Counsel RIVER BEND MARINA: Unsecureds to be Paid in Full in 60 Months RIVERFRONT CRUISE: Case Summary & 12 Unsecured Creditors RIVERSTREET VENTURES: McGlinchey Represents Goitia Claimants SCIENTIFIC GAMES: Inks 8th Amended Credit Agreement SEBSEN ELECTRIC: May Use Cash Collateral Retroactive to July 12 SEEDTREE MANAGEMENT: Wilmington Trust Says Plan Not Feasible SKILL CAPITAL: Seeks to Hire DLA Piper as Legal Counsel SKYE MINERAL: Claims on Bankruptcy Gamesmanship Move Forward SKYPATROL LLC: Unsecureds to Get Paid from Insider Settlement SLIDEBELTS INC: Seeks to Hire Goel & Anderson as Special Counsel SOARING STARS: Seeks to Hire TWA Financial as Accountant SOUTHERN GENERAL: A.M. Best Affirms B(Fair) Fin. Strength Rating SPRUILL'S PROPERTIES: Case Summary & 3 Unsecured Creditors STANDARD INDUSTRIES: Moody's Puts Ba2 CFR on Review for Downgrade SUPERIOR INDUSTRIES: Moody's Alters Outlook on B2 CFR to Stable THEOS FEDRO: Janina M. Hoskins Named Chapter 11 Trustee TIANJIN JAHO: Seeks Approval to Hire Marc Stern as Legal Counsel TIANJIN JAHO: Seeks to Hire Dennis Wagner as Listing Broker TUMBLEWEED TINY HOUSE: Seeks OK on Cash Deal Thru Sept. 30 U.S. SILICA: Posts $26 Million Net Income in Second Quarter UNIVERSAL HEALTH: Moody's Withdraws Ba1 CFR, Outlook Stable VALLEY FARM: Seeks OK on Fifth Cash Collateral Deal with CBSM WASHINGTON PRIME: Agrees to 2-Week Delay in Bankruptcy Timeline WAXELENE INC: Unsecured Creditors to be Paid in Full in Plan WEST COAST AGRICULTURAL: Seeks Final OK on Cash Use Thru Dec. 30 WOODSTOCK LANDSCAPING: Gets Interim OK to Use Cash Collateral YOUNG MEN'S: Seeks to Hire Kientz & Penick as Accountant YS GARMENTS: S&P Upgrades ICR to 'B' on Improved Performance [*] Sen. Warren, et al., Bill Targets Bankruptcy Releases [^] BOND PRICING: For the Week from July 26 to 30, 2021 ********* 27TH STREET FUNDING: Public Sale of Collateral Set for Aug. 24 -------------------------------------------------------------- 26-16 37 Ave Mezz LLC ("pledgor") pledged to the 27th Street Funding LLC ("preferred member") 100% of the issued and outstanding non-preferred limited liability company membership interests in 26-16 37 Ave Mezz, as security for an equity investment in the original amount of $8.25 million made by the preferred member in the pledgor. LIC MEzz LLC ("secured party") is the successor-in-interest to the preferred member. The secured party will conduct a public sale of 100% of all issued and outstanding non-preferred limited liability company membership interests in the Company to the highest bidder. The sale of the collateral will be conducted on Aug. 24, 2021, at 1:00 p.m. by remote access via the Cisco WebEx Platform: Meeting URL: https://bit.ly/37AveLIC (Case Sensitive) Meeting ID: 182-149-5801 Password: UCC37AVE (82237283 from phones and video systems) Join by video system: Dial 1827495801@webex.com. Participant can also dial 173.243.2.68 and enter meeting number. Join by Tel: +1-415-655-0001 US Toll, Access code: 182-749-5801 5 STAR PROPERTY: Taps Serralles Group as Real Estate Broker ----------------------------------------------------------- 5 Star Property Group, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ The Serralles Group as its real estate broker. The Debtor needs a real estate broker to market for sale its remaining real properties located at: a. 37 Henry Drive, Gretna, Fla.; b. 751 Avenue B SW, Winter Haven, Fla.; c. 2436 Taylor Road South, Auburndale, Fla.; d. Vacant lot located on Shorty Road, Auburndale, Fla.; e. 420 Adams View Lane, Auburndale, Fla.; and f. 10661 South Orange Blossom Boulevard, Sebring, Fla. The firm will get a 6 percent commission on the sales price. As disclosed in court filings, Serralles does not represent interests adverse to the Debtor and its estate on the matters upon which it is to be engaged. The firm can be reached through: Eddie Serralles The Serralles Group 2322 N Highland Ave Tampa, FL 33602 Phone: +1 813-307-0007 About 5 Star Property Group 5 Star Property Group, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-07801) on Oct. 20, 2020, listing under $1 million in both assets and liabilities. Judge Catherine Peek Mcewen oversees the case. Buddy D. Ford, P.A. and StarCross Management, LLC serve as the Debtor's legal counsel and accountant, respectively. AIR CANADA: Fitch Assigns BB Rating on Proposed Sec. Notes ---------------------------------------------------------- Fitch Ratings has assigned 'BB'/'RR2' ratings to Air Canada's proposed senior secured notes, which are being issued in conjunction with and will rank pari passu to the secured term loan and revolver announced last week. Air Canada plans to raise $2.75 billion (U.S. Dollar equivalent) through a mix of U.S. and Canadian Dollar senior secured notes. The notes will be secured on a first lien basis by all of Air Canada's international slots, gates, and routes (SGR). Proceeds from the notes along with the term loan, will bolster Air Canada's cash balance and refinance $2 billion in existing debt including the company's existing term loan B, first and second lien notes, and the outstanding revolver balance. KEY RATING DRIVERS Planned Debt Issuance: Air Canada's proposed debt issuance will refinance nearly all of its non-aircraft secured debt. Like United Airline's April 2021 debt issuance, the Air Canada transaction will be secured by its entire portfolio of international SGR collateral, unlike prior SGR deals that were typically secured by a subsegment of the issuing airline's route (SGR) portfolio. An independent appraiser has valued Air Canada's collateral package at $10.2 to $14.6 billion, driving a collateral coverage ratio of roughly 2.3x, assuming a midpoint of the valuation range and a fully drawn revolver. Fitch views valuations of SGR collateral as highly variable given the intangible nature of the assets. Fitch determines SGR debt ratings using a going concern (GC) enterprise methodology in line with its rating criteria. However, the importance of the SGR collateral to Air Canada's operations provides significant security to creditors in a bankruptcy scenario. Government Aid Package: Air Canada entered into an aid package with the Canadian government in April 2021, significantly bolstering the company's financial flexibility. The program included a CAD500 million equity investment, a CAD1.5 billion secured credit facility and CAD2.475 billion in secured loans that are available in three equal tranches maturing in five, six, and seven years. The government program is secured by the assets of Aeroplan. The loans are currently undrawn and will remain available as a source of liquidity unless Air Canada terminates the program. The additional liquidity from Air Canada's proposed debt issuance along with the government program provide significant financial flexibility despite the slow rebound in Canadian air traffic. Corporate Rating Unchanged: Although the proposed transaction will materially raise Air Canada's debt balance, the increase in debt was largely incorporated in Fitch's prior rating case. Fitch downgraded Air Canada to 'B+'/Stable from 'BB-' in April 2021. The Stable Outlook was partially based on Fitch's expectations that Air Canada would receive a government aid package with debt financing. Pro forma for the transaction, Air Canada's liquidity balance at March 31, 2021 was roughly CAD9.2 billion, and it should allow the company to avoid tapping the government program this year even if cash burn remains at Q1 levels (1.27 billion). Fitch expects cash burn to improve materially in 2H21 given increasing vaccination rates and loosening travel restrictions. Traffic Recovery Lags U.S.: U.S. based carriers are experiencing a robust rebound driven by domestic leisure travel, but Air Canada is much more exposed to international travel. Strict travel restrictions imposed by the Canadian government are causing a delayed recovery for Air Canada relative to U.S. peers. Fitch expects Air Canada to continue burning cash at least through YE 2021. Top-line results for 2021 are also likely to lag Fitch's prior forecasts as travel restrictions remain beyond Fitch's initial expectations. However, vaccination rates in Canada are increasing, and travel restrictions are starting to ease. Fully vaccinated travelers with a negative COVID-19 test are not required to quarantine upon arrival in Canada. These recent positive developments have allowed Fitch's prior forecasts for 2022 and beyond to be relatively unchanged. Cost Reduction Remains Key: A slow recovery will be partly offset by Air Canada's cost-cutting efforts. It reduced non-fuel operating expenses by 37% in 2020 from 2019 levels. Variable costs will increase as flying levels rebound, but some cost-cutting efforts will prove longer lasting. Fleet-simplification will lower maintenance and training costs while increasing fuel efficiency as older/less-efficient planes are retired. Air Canada has accelerated retirement of several classes of aircraft including its entire sub-fleets of A319s, E-190s and 767s, though some of the 767s will remain as freighters. To reflect lower future capacity requirements Air Canada has cancelled orders for 12 Airbus A220s and 10 Boeing 737-MAXs and delayed deliveries on a further 18 A220s and 16 737-MAXs, trimming capex spend by $3 billion over the 2020-2023 period. Recovery Ratings: Fitch's recovery analysis assumes that Air Canada would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the agency bases the enterprise valuation. Fitch uses a GC EBITDA estimate of $2.1 billion and a 5.5x multiple, generating an estimated GC enterprise value of $11.55 billion after an estimated 10% in administrative claims. Fitch's GC EBITDA assumption for Air Canada is modestly above its 2023 forecast, reflecting a scenario where the company comes under financial distress because of the pandemic but then resumes more normalized levels of profitability. The EBITDA estimate is below 2019 and prior results, assuming the company would shrink through the restructuring process or that forward EBITDA margins may be impaired due to industry pressures/competition. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Increasing evidence of a sustainable recovery in air travel; -- Adjusted debt/EBITDAR trending towards 4.0x; -- FFO fixed-charge coverage trending towards 2.5x; -- Neutral to positive sustained FCF. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Prolonged downturn in air traffic persisting through 2021; -- Adjusted debt/EBITDAR sustained above 5.0x; -- FFO fixed charge coverage sustained below 1.5x; -- Persistently negative or negligible FCF. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Fitch considers Air Canada's liquidity to be sufficient to manage through the pandemic. The influx of capital from the pending transaction along with the availability of government loans provide the company with more than sufficient liquidity to continue operating well into 2022 even if there were no improvement in cash burn from Q1 levels. Cash burn is likely to improve substantially through 2H as travel restrictions loosen and air traffic improves. ISSUER PROFILE Air Canada is Canada's largest airline, serving roughly 200 destinations with a fleet of more than 300 aircraft (mainline and regional). It maintains major hub operations in Toronto, Montreal and Vancouver. Air Canada is a member of the Star Alliance, which is a 26-member airline network that provides customers access to roughly 1,300 locations. Air Canada also participates in a multi-lateral joint venture between themselves, United Airlines, and Lufthansa, which allows the airlines to coordinate schedules and pricing on trans-Atlantic traffic. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. AKUMIN INC: Moody's Confirms B3 CFR & Rates New $500MM Notes B2 --------------------------------------------------------------- Moody's Investors Service has confirmed Akumin Inc.'s B3 corporate family rating and B3-PD probability of default rating. At the same time, Moody's upgraded Akumin's senior secured ratings to B2 from B3 and assigned a B2 rating to the company's proposed $500 million senior secured notes due 2028. The speculative grade liquidity rating was downgraded to SGL-3 from SGL-2. The outlook was changed to stable from ratings under review. This rating action concludes the review for downgrade initiated by Moody's on June 28, 2021, following the announcement of an agreement to acquire Alliance HealthCare Services, Inc. (Alliance, Caa2 stable). Proceeds from the new notes due 2028 will go toward the $820 million Alliance acquisition. The remainder of the transaction will be funded with a combination of $200 million of new unsecured notes (unrated), equity issued to Alliance shareholders and Stonepeak Infrastructure Partners (Stonepeak), and balance sheet cash. The confirmation of the CFR reflects the slightly deleveraging nature of the Alliance acquisition, which aligns with Akumin's business strategy while providing benefits of larger scale, a broader service offering and enhanced payor diversification, including a nationwide presence and extensive partnerships with major healthcare providers. Assignments: Issuer: Akumin Inc. Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3) Upgrades: Issuer: Akumin Inc. Senior Secured Bank Credit Facilities, Upgraded to B2 (LGD3) from B3 (LGD3) Senior Secured Regular Bonds/Debentures, Upgraded to B2 (LGD3) from B3 (LGD3) Confirmations: Issuer: Akumin Inc. Probability of Default Rating, Confirmed at B3-PD Corporate Family Rating, Confirmed at B3 Downgrades: Issuer: Akumin Inc. Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Outlook Action: Issuer: Akumin Inc. Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE Akumin's B3 CFR is constrained by: (1) high leverage (around 7x through 2022); (2) execution risks of an aggressive acquisition growth strategy; (3) exposure to downward pressure on reimbursement rates; and (4) integration risks associated with the Alliance acquisition, including execution of the strategy shift away from mobile units to fixed. The company benefits from: (1) a nationwide presence and large scale within the fragmented diagnostic imaging and oncology markets after the Alliance acquisition; (2) longstanding partnerships with most major US healthcare networks; (3) a well-diversified payor base, including about half of revenues linked to long-term contracts with healthcare providers; and (4) favorable industry trends, including the transition toward lower cost outpatient settings and an aging population. The upgrade of Akumin's senior secured debt to B2, one notch above the B3 CFR, reflects higher recovery in the capital structure following the introduction of $200 million in unsecured notes, which ranks below the secured debt. Akumin has adequate liquidity (SGL-3) over the next year. Pro-forma for the acquisition of Alliance, Moody's estimates sources total about $90 million, consisting of cash on hand of about $34 million and full availability under the company's $55 million committed revolving facility due 2025. Moody's expects flat free cash flow generation over the next twelve months through September 2022. Although Akumin has access to additional committed liquidity from Stonepeak ($490 million of committed additional unsecured notes until 2024), permitted drawings are currently limited (Akumin may only draw on the commitment to the extent the market value of its common equity is at least equal to the outstanding amount of unsecured notes). The company has no mandatory debt amortizations. The secured revolver is subject to a springing covenant when more than 30% drawn. Moody's do not expect the company to rely on the revolver, but Akumin would have a comfortable cushion if triggered. Alternate sources of liquidity are limited as substantially all assets are encumbered by the secured credit facilities. The stable outlook reflects Moody's expectation for a successful integration of Alliance, with deleveraging toward 6.5x while pursuing an active acquisition strategy and maintaining adequate liquidity. Akumin is exposed to social risks arising from efforts to address the accessibility and affordability of healthcare services, which may lead to additional pressure on payor reimbursement rates. However, future price reductions are likely to be less material than those mandated in prior years. Additional social risks include the ongoing coronavirus pandemic and concerns around patient health and safety which could drive volatility in results until the risk of outbreaks subsides. Governance risks are high and linked to an aggressive financial policy characterized by high leverage and an acquisition growth strategy that will consume free cash flow in lieu of debt reduction. Akumin is a publicly traded company with a long-term target leverage of 4x total net debt to EBITDA; however, Moody's believe the company will prioritize inorganic growth over the medium term, keeping leverage above target at closer to 5.5x (around 6.5x on a Moody's adjusted basis). Although Akumin faces heightened execution risk with the Alliance acquisition, the company has a good track record of integrating smaller scale transactions, which will continue to be core to its growth strategy. Following the Alliance acquisition, Akumin will have a seven-member board of directors, of which four will be independent. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Akumin successfully integrates Alliance while demonstrating a strong execution of its growth strategy and sustaining debt to EBITDA below 5.5x while generating positive free cash flow and maintaining good liquidity. The rating could be downgraded if integration challenges pressure profitability, if operating performance deteriorates, liquidity weakens, or debt to EBITDA is sustained above 8x. The rating on the secured notes could be downgraded if the company raises significant additional secured debt. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Akumin Inc., headquartered in Plantation, Florida, is a provider of diagnostic imaging services at freestanding centers. Following the acquisition of Alliance, Akumin will incorporate outsourced and joint venture healthcare services that include outpatient radiology, oncology and interventional services, including both mobile and fixed sites, and ambulatory surgical centers across 46 US states, in partnership with over 1,000 hospitals, health systems and physician practices. Pro-forma revenues for the combined businesses were $730 million for the twelve months ended March 2021. ALAMO CITY: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Alamo City Motorplex, LLC 3641 S. Santa Clara Road Marion, TX 78124 Business Description: Alamo City Motorplex is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 30, 2021 Court: United States Bankruptcy Court Western District of Texas Case No.: 21-50946 Debtor's Counsel: James S. Wilkins, Esq. JAMES S. WILKINS, P.C. 1100 NW Loop 410, Suite 700 San Antonio, TX 78213 Tel: 210-271-9212 Email: jwilkins@stic.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Poria Mianabi, manager. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XVG2SLQ/ALAMO_CITY_MOTORPLEX_LLC__txwbke-21-50946__0001.0.pdf?mcid=tGE4TAMA ALLEGHENY SHORES: Seeks to Hire CBRE as Real Estate Broker ---------------------------------------------------------- Allegheny Shores, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Pittsburgh-based real estate broker CBRE, Inc. The Debtor needs a real estate broker to market for sale its commercial real estate located at 1075 Progress St., Pittsburgh, Pa. The firm is entitled to a commission of 4 percent of the gross sales price. As disclosed in court filings, CBRE is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kyle Prawdzik CBRE, Inc. U.S. Steel Tower 600 Grant Street, Suite 4800 Pittsburgh, PA 15219 Phone: +1 412 471 9500 Fax: +1 412 471 0995 Email: Kyle.Prawdzik@cbre.com About Allegheny Shores Allegheny Shores LLC, a Pittsburgh, Pa.-based company engaged in activities related to real estate, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Court (Bankr. W.D. Penn. Case No. 21-20386) on Feb. 25, 2021. In the petition signed by Fabian Friedland, managing member, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Jeffery A. Deller oversees the case. Jonathan G. Babyak, Esq., at Campbell & Levine, LLC, represents the Debtor as legal counsel. ALLISON TRANSMISSION: Moody's Ups CFR to Ba1 & Unsec. Notes to Ba2 ------------------------------------------------------------------ Moody's Investors Service upgraded the ratings of Allison Transmission, Inc. including: corporate family rating to Ba1 from Ba2; senior unsecured to Ba2 from Ba3; and, senior secured bank credit facility to Baa2 from Baa3. The outlook is stable. The upgrade reflects Moody's expectation that Allison will maintain its strong competitive position in the global market for automatic transmissions used in medium and heavy trucks and commercial vehicles (CV). The upgrade also recognizes Moody's expectation that the company's financial strategy will result in debt/EBITDA maintained near 3.5x and that the company's liquidity profile will remain strong. This operating and financial profile will enable Allison to generate strong EBITA margins and free cash generation through downturns that occur in the cyclical truck and CV markets, and to contend with end market migration toward electric vehicles. RATING RATIONALE Allison holds an approximately 60% share of the global market for automatic transmissions used in trucks and CVs. This position affords the company exceptional resilience during downturns. Despite a 23% revenue decline during covid-impacted 2020, Allison generated a 28% EBITA margin, 13% EBITA/average assets and over $350 million in free cash flow -- operating metrics that are very robust for the Ba1 rating level. Moreover, debt/EBITDA rose to only 3.7x. The company has maintained similarly strong performance during downturns of 2015 and 2008. Key elements of the company's operating strategy include expanding its position in markets outside of North America that currently account for 21% of its revenue and where automatic transmissions penetration remains low. In addition, the company will continue to develop technologies and products for the electrification of the truck and CV market. This investment strategy, combined with Allison's strong position in automatic transmissions, robust cash flow, and prudent financial policies, afford it ample resources to contend with its major long-term risk -- the long-term electrification within Allison's markets. Allison is adequately positioned to contend with this challenge at the Ba1 rating level. The stable outlook reflects Moody's view that Allison has the ability to maintain strong earnings and cash flow despite the challenges posed by the cyclicality in its markets and the long-term trend toward electrification. The outlook also anticipates that the company's financial strategy (particularly with respect to the pace of share repurchases) will maintain debt/EBITDA leverage in the area of 3.5x and that liquidity will remain strong. Allison maintains very good liquidity that is supported by: $650 million revolving credit facility, $295 million in cash, and free cash generation that will remain strongly positive. Moreover, the company has minimal amounts of debt maturing during the next 18 months. The key long-term challenge facing Allison is the ES&G risk associated with electrification of the truck and CV markets, with the pace of adoption supported by regulations in various markets. Allison has been positioning itself for the adoption since the early 2000s. The electrification products and investment strategies undertaken by Allison should enable the company to contend with this risk. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Allison's rating could be downgraded if the company adopts a more aggressive financial strategy resulting in debt/EBITDA approaching 4x and EBITA/interest falling below 3.75x. The rating could also be downgraded if an acceleration in the pace of electrification in the truck and CV market contributes to EBITA margins below 25%. The rating could be upgraded, over the long term, if Allison can sustain superior return measures as the migration toward electrification continues. This would be reflected in EBITA margins being sustained near 30%. The upgrade would also require the company to maintain its prudent financial policies with debt/EBITDA remaining near 3.0x and liquidity remaining strong. Prospects for an upgrade to the investment grade level would also be supported by a balance sheet with an asset base that is largely unencumbered. Upgrades: Issuer: Allison Transmission, Inc. Corporate Family Rating, Upgraded to Ba1 from Ba2 Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Senior Secured Bank Credit Facility, Upgraded to Baa2 (LGD2) from Baa3 (LGD2) Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD4) from Ba3 (LGD4) Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD4) from Ba3 (LGD5) Outlook Actions: Issuer: Allison Transmission, Inc. Outlook, Remains Stable Allison Transmission, Inc, headquartered in Indianapolis, Indiana, designs and manufactures fully automatic transmissions for a range of commercial vehicles. Revenues in 2020 were approximately $2.0 billion. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. AMERICAN MOBILITY: Sept. 2 Plan Confirmation Hearing Set -------------------------------------------------------- On July 21, 2021, debtor American Mobility, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a disclosure statement and plan. On July 27, 2021, Judge Joseph N. Callaway conditionally approved the disclosure statement and ordered that: * Aug. 31, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement. * Sept. 2, 2021, at 1:00 p.m., in Randy D. Doub United States Courthouse, 2nd Floor Courtroom, 150 Reade Circle, Greenville, NC 27858 is the hearing on confirmation of the plan. * Aug. 31, 2021, is fixed as the last day for filing written acceptances or rejections of the plan. * Aug. 31, 2021, is fixed as the last day for filing and serving written objections to confirmation of the plan. A copy of the order dated July 27, 2021, is available at https://bit.ly/3xdftQW from PacerMonitor.com at no charge. Attorney for the Debtor: J.M. Cook J.M. Cook, P.A. 5886 Faringdon Place Suite 100 Raleigh, NC 27609 Tel: 919.675.2411 Fax: 919.882.1719 Email: J.M.Cook@jmcookesq.com About American Mobility American Mobility, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 21-01352) on June 11, 2021. William Ryan, president, signed the petition. In its petition, the Debtor disclosed total assets of up to $500,000 and total liabilities of up to $10 million. Judge Joseph N. Callaway oversees the case. J.M. Cook, Esq., at J.M. Cook, PA, serves as the Debtor's legal counsel. API GROUP: Moody's Affirms Ba2 CFR & Alters Outlook to Negative --------------------------------------------------------------- Moody's Investors Service affirmed APi Group DE, Inc.'s ratings, including the Ba2 Corporate Family Rating, and changed the outlook to negative from stable following the announcement that APi Group Corporation (unrated), APi's parent company, is acquiring the Chubb Fire & Security Business (Chubb, unrated) from Carrier Global Corp. (Baa3 stable) for $3.1 billion (1). APi's SGL-1 Speculative Grade Liquidity rating remains unchanged. The negative outlook reflects the uncertainty regarding timing, transaction execution, integration risks, and financial leverage resulting from the acquisition of Chubb. Over the next several months, Moody's will focus on APi's projected financial profile, ability to deleverage following the proposed acquisition, potential synergy opportunities, and the review of the preferred financing documentation. Should the acquisition be completed and fully financed as stated by the management team, balance sheet debt is likely to increase substantially, resulting in 2021 pro forma adjusted debt/EBITDA as high as 4.9x (inclusive of Moody's standard adjustments). "Although the Chubb acquisition will improve APi's credit quality with increases in scale, revenue diversification, and profitability, it substantially elevates APi's execution and financial risk in the short term," said Emile El Nems, Vice President at Moody's. Affirmations: Issuer: APi Group DE, Inc. Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD3) Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) from (LGD6) Outlook Actions: Issuer: APi Group DE, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE APi's Ba2 corporate family rating reflects the company's position as a market leading business service provider of safety, specialty, and industrial services in over 200 locations across North America and Europe. In addition, APi's credit rating is supported by very good liquidity with no significant debt maturities until 2026, and commitment to a disciplined approach to balance sheet management. At the same time, the rating takes into consideration the company's exposure to cyclical end markets and the competitive nature of the construction business. Governance remains an important consideration in Moody's evaluation of APi's credit profile. As a publicly traded company with an experienced board, Moody's believe there is low risk for lapse in oversight and internal controls. However, management's willingness to take on additional leverage to fund inorganic growth initiatives increases the company's financial risk. That said, over the next 12-18 months Moody's expect the company to use its free cash flow to aggressively reduce leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if APi maintains strong free cash flow and very good liquidity; adjusted debt to EBTIDA (inclusive of Moody's adjustments) is below 3.0x for a sustained period; adjusted EBITA to interest expense is above 6.0x for a sustained period; and retained cash flow to net debt is above 25%. The ratings could be downgraded if there is a deterioration in the company's liquidity; adjusted debt to EBITDA is above 4.0x for a sustained period; adjusted EBITA to interest expense is below 4.5x for a sustained period; and retained cash flow to net debt is below 15%. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in in New Brighton, MN, APi Group Corporation is a publicly traded company on the NYSE with the ticker symbol [APG]. As measured by revenue, APi Group Corporation is the largest provider of commercial life safety solutions and a top five specialty contractor servicing the industrial and commercial end markets in the US with a broad customer base and a diversified revenue stream. The company operates in over 200 locations and generates approximately 90% of its revenue in the United States. APPVION INC: 7th Circuit Revives Stock Lawsuit vs. Former Execs. ---------------------------------------------------------------- Law360 reports that a Seventh Circuit panel revived litigation accusing the ex-leaders of the bankrupt paper company Appvion of overvaluing the business's stock to line their own pockets, saying Wednesday that the Employee Retirement Income Security Act doesn't preempt state-law misconduct claims against the former directors and officers. The three-judge panel ruled that ERISA doesn't block all state-court lawsuits accusing executives of wrongdoing related to a benefit plan, reviving claims that Appvion's former directors and officers violated Wisconsin law by overvaluing the company's stock. The stock was wholly held by Appvion workers through an employee stock ownership plan. About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. ARTS FOR A CAUSE: Seeks to Hire Goldberg Simpson as Legal Counsel ----------------------------------------------------------------- Arts for a Cause, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to employ Goldberg Simpson, LLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor regarding its obligations under the Bankruptcy Code; b. protecting and preserving the Debtor's estate; c. filing pleadings and taking those actions necessary to administer the Debtor's estate, including the filing of adversary proceedings and claims objections; and c. other legal services necessary to formulate and obtain confirmation of the Debtor's Chapter 11 plan. The firm received $3,217 from Myra Lochner, member of the Debtor, from which the sum of $1,738 was used to pay the Chapter 11 filing fee. The remaining balance of $1,479 will be used to pay the firm's outstanding pre-bankruptcy attorney fees. Goldberg Simpson will receive reimbursement for out-of-pocket expenses incurred. Michael McClain, Esq., a member of Goldberg Simpson, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Goldberg Simpson may be reached at: Michael McClain, Esq. Goldberg Simpson, LLC 9301 Dayflower Street Louisville, KY 40059 Phone: (502) 585-8562 Fax: (502) 581-1344 Email: mmcclain@goldbergsimpson.com About Arts for a Cause Arts for a Cause, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 21-30189) on July 23, 2021. At the time of the filing, the Debtor estimated $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Michael W. McClain, Esq., at Goldberg Simpson LLC represents the Debtor as legal counsel. AVERY ASPHALT: Seeks to Hire Dickensheet & Associates as Appraiser ------------------------------------------------------------------ Avery Asphalt, Inc. and Avery Equipment, Inc. seek approval from the U.S. Bankruptcy Court for the District of Colorado to employ Dickensheet & Associates, Inc. to provide an inventory and appraisal of their vehicles, machinery, and equipment. Dickensheet has agreed to perform the services at the rate of $150 an hour, plus reimbursement for costs and expenses incurred. As disclosed in court filings, Dickensheet is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christine Dickensheet Dickensheet & Associates Inc 1501 W Wesley Ave Denver, CO 80223 Phone: (303) 934-8322 Fax: (303) 934-8252 Email: customerservice@dickensheet.com About Avery Asphalt Avery Asphalt, Inc., a Colorado-based asphalt paving contractor, and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-10799) on Feb. 19, 2021. The affiliates are Avery Equipment LLC, Avery Holdings LLC, 1401 S. 22nd Avenue LLC, LBLA Ventures Inc., and Regional Pavement Maintenance of Arizona Inc. (Case Nos. 21-10800, 21-10801, 21-10802, 21-10805 and 21-10808). At the time of the filing, the Debtors each disclosed total assets of up to $50,000 and total liabilities of up to $10 million. The Debtors tapped Wadsworth Garber Warner Conrardy, PC as bankruptcy counsel. 3i Law, LLC and Mulliken Weiner Berg & Jolivet P.C. serve as the Debtors' special counsel. BCP RAPTOR II: Moody's Hikes CFR to B2 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service upgraded BCP Raptor II LLC's Corporate Family Rating to B2 from B3, its Probability of Default Rating to B2-PD from B3-PD, its senior secured term loan rating to B2 from B3 and its senior secured revolving credit facility rating to Ba2 from Ba3. The rating outlook was changed to stable from negative. "Raptor II's ratings upgrade reflects its improvement in the processed natural gas volumes through its system, strong prospect of sustaining or modestly improving those volumes, and its operational integration with EagleClaw system which offsets the smaller scale of Raptor II," commented Sreedhar Kona, Moody's Senior Analyst. "The company's volume growth outlook through 2022 facilitating debt reduction through excess cash flow sweep and the potential for Raptor II to be combined with EagleClaw contribute to the stable outlook." Upgrades: Issuer: BCP Raptor II, LLC Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Gtd Senior Secured Term Loan, Upgraded to B2 (LGD4) from B3 (LGD4) Gtd Senior Secured Revolving Credit Facility, Upgraded to Ba2 (LGD1)from Ba3 (LGD1) Outlook Actions: Issuer: BCP Raptor II, LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE Raptor II's rating upgrade to B2 takes into account the company's improving volume outlook and strong producer development activity in the acreage serviced by Raptor II, buoyed by healthy commodity price outlook. The company's debt leverage has declined considerably and will continue to decline as the company pays down its debt through excess cash flow sweeps. Raptor II's B2 CFR reflects its high financial leverage, modest size and continued reliance on further increases in the gathering and processing volumes through its systems to accomplish the planned reduction in financial leverage. Raptor II's rating is also tempered by its small scale and geographical concentration, although the acreage serviced is in the highly productive and economic Southern Delaware Basin. The company's smaller scale limits the number of customers it services, however, the operational integration with BCP Raptor, LLC (EagleClaw, B2 stable) system through an offload agreement will allow both the companies to operate as a larger system with scale that will be mutually beneficial. Raptor II's full-service model of spanning three production streams of natural gas, crude oil and water, and one that captures multiple revenue streams from each well enhances the company's cash flow generation ability. The company's credit profile is also enhanced from structural enhancements like an excess cash flow sweep and funded debt service reserve account. Raptor II will maintain adequate liquidity. As of March 31, 2021, the company had $6.4 million of cash balance, and $45 million of availability under its $60 million revolving credit facility due in November 2023. Additionally, Raptor II's liquidity is reinforced by a Debt Service Reserve Account supported via a Letter of Credit for six months of expected interest and amortization payments. The company's cash needs including its debt service and capital spending will be met by its operating cash flow. Moody's projects the company to prepay more debt than required by the mandatory amortization, through its excess cash flow requirement. The Term Loan has a minimum debt service coverage ratio covenant of 1.1x and in addition, the revolver has a maximum total debt to total capitalization of 70%. Moody's expects the company to remain in compliance with its covenants. The $690 million Term Loan ($665 million outstanding as of March 31, 2021) maturing in November 2025 is rated B2. The $60 million Revolver ($15 million of outstanding borrowings as of March 31, 2021) due in November 2023 has a super priority preference over the Term Loan and is rated Ba2. However, given small size of the Revolver as compared to the Term Loan, the Term Loan is rated the same as the CFR. Raptor II's stable outlook reflects the company's volume growth outlook through 2022 facilitating debt reduction through excess cash flow sweep and the potential for Raptor II to be combined with EagleClaw. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Raptor II's ratings will be considered for an upgrade if the company significantly improves its scale by realizing volumes and earnings growth. The company's Debt/EBITDA ratio below 4.5x and adequate liquidity will also be supportive of an upgrade. Ratings will be downgraded if the company experiences a decline in its volumes or if Debt/EBITDA rises above 5.5x. BCP Raptor II, LLC is a privately-held, Houston, Texas company that owns and operates natural gas gathering and processing, crude oil gathering and, produced water gathering and disposal systems located in the Southern Delaware Basin. Blackstone Energy Partners, Blackstone Capital Partners and I Squared Capital together own a majority of BCP Raptor II, LLC. The principal methodology used in these ratings was Midstream Energy published in December 2018. BCP RAPTOR: Moody's Upgrades CFR to B2 & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service upgraded BCP Raptor LLC's (EagleClaw) Corporate Family Rating to B2 from B3, its Probability of Default Rating to B2-PD from B3-PD and its senior secured term loan rating to B2 from B3. The rating outlook was changed to stable from negative. "EagleClaw's ratings upgrade reflects the substantial improvement in the gathering and processing natural gas volumes through its system and deleveraging through improved cash flow. EagleClaw's credit metrics have improved significantly through 2021 and will continue to show improvement as the system's throughput increases," commented Sreedhar Kona, Moody's Senior Analyst. "The company's volume growth outlook through 2022 and the potential for debt reduction through excess cash flow sweep contribute to the stable outlook." Upgrades: Issuer: BCP Raptor, LLC Probability of Default Rating, Upgraded to B2-PD from B3-PD Corporate Family Rating, Upgraded to B2 from B3 Senior Secured Bank Credit Facility, Upgraded to B2 (LGD3) from B3 (LGD4) Outlook Actions: Issuer: BCP Raptor, LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE EagleClaw's rating upgrade to B2 considers the company's vast improvement in its gathered and processed volumes and also the prospect of further growth in the system throughput. The company's credit metrics will see a marked improvement by year-end 2021. Additionally, the company's improved size also contributes to the upgrade. EagleClaw's B2 CFR reflects its high financial leverage, modest size and continued reliance on further increases in the gathering and processing volumes through its systems to accomplish the planned reduction in financial leverage. EagleClaw's rating is also tempered by its small scale and geographical concentration, although the acreage serviced is in the highly productive and economic Southern Delaware Basin. The company has also been growing its dedicated acreage steadily in the Basin and the company's top customers have very active drilling programs in the region. EagleClaw's ratings benefit from structural enhancements like an excess cash flow sweep and a debt service reserve account. EagleClaw's integration with BCP Raptor II, LLC (B2 stable) offers the benefit of scale and operational flexibility, and will likely support EagleClaw's refinancing efforts. EagleClaw will maintain adequate liquidity. As of March 31, 2021, EagleClaw had $13 million of cash, and $43 million of availability under its $125 million revolving credit facility due in November 2023. Additionally, EagleClaw's liquidity is reinforced by a Debt Service Reserve Account supported via a Letter of Credit for six months of expected interest and amortization payments. EagleClaw's cash needs including its debt service and capital spending will be met by its operating cash flow. Moody's projects the company to prepay more debt than required by the mandatory amortization, through its excess cash flow requirement. The Term Loan has a minimum debt service coverage ratio covenant of 1.1x and in addition, the revolver has a maintenance covenant of a Maximum Super Priority Leverage Ratio of less than 1.25x. Moody's expects the company to remain in compliance with its covenants. The $1.25 billion Term Loan ($1.2 billion outstanding as of March 31, 2021) maturing in June 2024 is rated B2. The $125 million Revolver (with $80 million of outstanding borrowings as of March 31, 2021) due in November 2023 has a super priority preference over the Term Loan. However, given small size of the Revolver as compared to the Term Loan, the Term Loan is rated the same as the CFR. EagleClaw's stable outlook reflects its volume growth outlook through 2022 and the potential for debt reduction through excess cash flow sweep. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS EagleClaw's ratings will be considered for an upgrade if the company significantly improves its scale by realizing volumes and earnings growth. The company's Debt/EBITDA ratio below 4.5x and adequate liquidity will also be supportive of an upgrade. Ratings will be downgraded if the company experiences a decline in its volumes or if Debt/EBITDA rises above 5.5x. BCP Raptor, LLC, the parent of EagleClaw Midstream Ventures, LLC, is a privately-owned natural gas gathering and processing company in the Southern Delaware Basin. Blackstone Energy Partners, Blackstone Capital Partners and I Squared Capital together own a majority of BCP Raptor, with a small percentage owned by management. The principal methodology used in these ratings was Midstream Energy published in December 2018. BEACH RESORTS: Seeks to Use Bank of Guam, et al. Cash Collateral ---------------------------------------------------------------- Beach Resorts, LLC asked the U.S. Bankruptcy Court for the District of Guam to authorize the use of cash collateral, effective as of July 27, 2021, in order to meet the normal and customary operating expenses of its business. The Debtor said it also needs to use its cash funds on deposit to use for working capital and general corporate purposes. As of the Petition Date, the Debtor owed Bank of Guam under a secured debt agreement. The Guam Department of Revenue and Taxation also has a recorded tax lien against the Debtor's property. A copy of the motion is available for free at https://bit.ly/3rJuOaA from PacerMonitor.com. About Beach Resorts, LLC Beach Resorts, LLC, d/b/a Hotel Santa Fe Guam, filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Guam Case No. 21-00034) on July 27, 2021. On the Petition Date, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The petition was signed by Bartley Jackson, authorized representative. Beach Resorts LLC has filed applications to employ Chung & Press, P.C. and the Law Offices of Mark Williams, P.C. as counsel. Burger & Comer, P.C. is the Debtor's accountant. Kathlyn Selleck has been appointed as Subchapter V Trustee. BELDEN INC: Egan-Jones Keeps BB- Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on July 15, 2021, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Belden Inc. Headquartered in St. Louis, Missouri, Belden Inc. designs, manufactures, and markets cable, connectivity, and networking products. BLACK CREEK: Seeks to Use Pender East Credit's Cash Collateral -------------------------------------------------------------- Black Creek Condos LLC; Black Creek Condos 57592 LLC; Black Creek Condos,5759 LLC; and Camp Monte LLC filed a cross-motion seeking authority from the the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral in order to meet their ordinary cash needs for the payment of actual expenses of their business. The Debtors said they do not have sufficient unencumbered cash or other assets with which to continue to operate their business in Chapter 11. The Debtors own a combined total of 23 condominium units of the 132 units in the Black Creek Sanctuary Condominium Association development known as the Black Creek Sanctuary located in the Township of Vernon, New Jersey. Pender East Credit 1 Reit, LLC, the Debtors' secured creditor, has a lien against these condo units except for three condo units owned by Debtor Camp Monte. The Debtors' real properties generate rental income which may result in cash collateral. In June 2020, the Superior Court of New Jersey, Sussex County Chancery Division entered a Final Judgment of Foreclosure in Pender's Foreclosure Action for $3,009,336, plus lawful interest from March 11, 2020, plus costs and attorney fees of $7,500. As of July 15, 2021, the total amount owed to Pender based upon the Final Judgment in Foreclosure, including interest at the judgment amount, is $3,271,864. The summary of the Broker's Price Opinion valuations of the Debtors' real property units, prepared by licensed realtor Brian Boms of proposed realtors Stack & Stack, LLC, disclosed a total value of $4,533,800 of all 23 units and $4,004,700 value of all 20 units which are subject to Pender's lien. "Based upon this amount, and the Broker's Price Opinions, there is more than $732,000 in equity in the Debtors' real property over and above the amount due to Pender on the Final Judgment of Foreclosure," noted counsel for the Debtors, Milica A. Fatovich, Esq., at Hook & Fatovich, LLC, in a certification filed in Court. A copy of the certification is available for free at https://bit.ly/3xehAnE from PacerMonitor.com. The Debtors proposed that, as adequate protection for Pender's interest in the cash collateral, Pender shall be granted a replacement perfected security interest to the extent Pender's cash collateral is used by the Debtors, to the extent and with the same priority in the Debtors' post-petition collateral, and proceeds thereof, that Pender held in the Debtors' pre-petition collateral. Moreover, Pender shall have a super-priority administrative expense claim, pursuant to Section 507(b) of the Bankruptcy Code, senior to all Section 507(a) claims against the Debtors, to the extent the adequate protection provided for proves insufficient to protect Pender's interest in the cash collateral. A copy of the proposed order filed in Court is available for free at https://bit.ly/3zQtpSF from PacerMonitor.com. The hearing on the motion is set for August 3, 2021 at 11 a.m. About Black Creek Condos Black Creek Condos LLC a filed Chapter 11 petition (Bankr. D. N.J. Lead Case No. 21-15192) on June 24, 2021, contemporaneously with its two affiliates, Black Creek Condos 57592 LLC and Black Creek Condos 57593 LLC. A third affiliate, Camp Monte LLC, sought Chapter 11 protection (Bankr. D. N.J. Case No. 21-15195) the next day, June 25. The Debtors own a combined total of 23 condominium units in the Black Creek Sanctuary Condominium Association development known as the Black Creek Sanctuary located in the Township of Vernon, New Jersey. In the petitions signed by Moshe Rudich, managing member, each Debtor estimated $1 million to $10 million in both assets and liabilities. A request for the joint administration of their cases is currently pending in Court. Judge Stacey L. Meisel oversees the cases. Hook & Fatovich, LLC serves as counsel for the Debtors. BLACKROCK INTERNATIONAL: U.S. Trustee Opposes Plan & Disclosures ---------------------------------------------------------------- David W. Asbach, Acting United States Trustee for Region 5, objects to the First Amended Disclosure Statement of Blackrock International, Inc. The United States Trustee claims that the Disclosure Statement at page 6 says the tenant's last rental payment was made in September 2019, and that in early 2020, COVID-19 restrictions placed a moratorium on the eviction of rental tenants. The Disclosure Statement should contain information on the status of the moratorium on eviction of residential tenants, including, if the moratorium is still in effect. The United States Trustee points out that the Disclosure Statement should include information on when and on what schedule the tenant will make payment on the past due rent, as well as the ability of the tenant to remain current on the increased rental fee and comply with a payment schedule to pay the past due rent. The United States Trustee asserts that the tenant has not paid rent since September 2019, other than March 2021. To establish the estate has a stable source of income to fund the plan payments, the Disclosure Statement should provide information on the tenant's ability and willingness to pay rent, including an explanation as to why the tenant has already defaulted on the new agreement. The United States Trustee further asserts that the Disclosure Statement at page 10 shows that the State of Louisiana has filed a proof of claim for a priority tax claim, but does not indicate the monthly payment, or an estimate of the payment, to that class. Considering the debtor will only have $52 a month available after plan payments to the secured creditor and the unsecured class, this information is especially important. The United States Trustee states that the Disclosure Statement at page 10 shows estimated administrative expense claims of $10,000. The May monthly operating report shows $2,270 in the bank. As noted, it appears the entire monthly rental of $2,750 will be disbursed as plan payments if a plan confirmed, so the estate will not accrue funds to pay the administrative expenses or to pay UST fees. The Disclosure Statement should provide information on how the debtor will pay administrative expense claims and UST fees. A full-text copy of the United States Trustee's objection dated July 27, 2021, is available at https://bit.ly/3C6OASu from PacerMonitor.com at no charge. About Blackrock International Blackrock International, Inc., is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor's sole asset is residential real property located at 305 Kensington Drive, Lafayette, Louisiana. Blackrock International filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 20-50922) on Dec. 15, 2020. Helen Jean Williams, authorized representative, signed the petition. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $100,000 and $500,000. Judge John W. Kolwe oversees the case. The Keating Firm, APLC serves as the Debtor's legal counsel. BLACKSTONE DEVELOPERS: Unsecureds Get $300 Per Month From Business ------------------------------------------------------------------ Blackstone Developers, LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas a Disclosure Statement which relates to Plan of Reorganization dated July 29, 2021. On June 7, 2019, Debtor obtained a loan from ABLP REIT, LLC in the principal amount of $3,500,000.00. Debtor experienced some difficulty either leasing all available space and/or collecting rent from several tenants. At the beginning of 2020, Debtor's financial condition worsened as COVID-19 pandemic forced the closure of most businesses who leased space at the Property. Debtor's efforts to modify the terms of the Loan Documents were not successful at the time but Debtor continued its efforts to remain open and to generate income. Beginning in mid-February 2021, ABLP exercised its rights under the Loan Documents by giving notice to Debtor's tenants to pay their rent directly to ABLP. Debtor had no other sources of funds with which to make the interest payments to ABLP and the Property was scheduled for foreclosure in May 2021. Debtor filed this case to prevent the foreclosure of the Property and to preserve the equity in the Property for the benefit of Debtor and its creditors. The Class 1 claim consisting of the Secured Claim of ABLP REIT, LLC, a Delaware corporation, is unimpaired. The Class 1 claim is an Allowed Secured Claim and shall be treated as a fully Secured Claim in the approximate amount of $3.9 million. To the extent possible, Debtor will continue to make its monthly payment to ABLP pursuant to the terms of the Final Cash Collateral Order entered by the Court on or about May 27, 2021 until such time that ABLP has been paid in full by the Equity Interest Holder. Debtor's Equity Interest Holder shall pay the Secured Claim of ABLP in full from Equity Interest Holder's personal funds. Class 2 consists of the Allowed Secured Claim of Ellis County in the amount of $ $258,416.77 as stated in Claim No. 1 filed by Ellis County. Upon payment by the Equity Interest Holder of the Secured Class 1 Claim of ABLP, the Equity Interest Holder also will pay the full amount of the Class 2 Claim. Class 3 consists of the secured claim of Home Tax Solution in the approximate amount of $132,300. Upon payment by the Equity Interest Holder of the Secured Class 1 Claim of ABLP, and the Class 2 Claim of Ellis County, the Equity Interest Holder also will pay the full amount of the Class 3 Claim. Class 4 Unsecured Claims consists of all other Allowed Unsecured Claims against the Debtor not placed in any other Class. Allowed Class 4 Claims will be paid from the net proceeds from operations after refinancing of the Debt on the Property. After payment in full of the Secured Claims, the Debtor shall pay the sum of $300 per month to Class 4 Creditors commencing on the Effective Date. Class 4 Claims are impaired under the Plan. Class 5 consists of the Allowed Claim of the Equity Interest Holder. The Equity Interest Holder will receive nothing under the Plan until all other classes of creditors have been paid pursuant to the Plan. However, due to the substantial amount of money, expertise, labor and management which the Equity Interest Holder has provided and will provide to the Plan, the Equity Interest Holder shall retain its ownership interest in the Debtor. All payments required under the Plan after the Effective Date shall be made by or on behalf of Debtor from revenues generated by the continued operation of its business, funds received from the Equity Interest Holder and/or modification of the terms of its loans with secured creditors. From and after the Confirmation Date, the Reorganized Debtor will perform the remaining obligations of the Debtor under the Plan and shall make all payments required to be made under the Plan. Debtor's secured debt will be paid in full upon the sale of the Property. In the event that the Property is not timely refinanced, Debtor will continue its operations and will continue to receive rental income from its tenants that will be used to pay its creditors. A full-text copy of the Disclosure Statement dated July 29, 2021, is available at https://bit.ly/3j50hAp from PacerMonitor.com at no charge. Debtor's Counsel: Marilyn D. Garner, Esq. Law Office of Marilyn D. Garner 2001 E. Lamar Blvd., Suite 200 Arlington, TX 76006 Tel: (817) 505-1499 Fax: (817) 549-7200 Email: mgarner@marilyndgarner.net About Blackstone Developers Red Oak, Texas-based Blackstone Developers, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Blackstone Developers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-41055) on April 30, 2021. At the time of the filing, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $10 million. Judge Mark X. Mullin oversees the case. The Law Office of Marilyn D. Garner is the Debtor's legal counsel. BOEING COMPANY: Egan-Jones Keeps BB Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on July 15, 2021, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by The Boeing Company. Headquartered in Chicago, Illinois, out Boeing Co/The Boeing Company, together with its subsidiaries, develops, produces, and markets commercial jet aircraft, as well as provides related support services to the commercial airline industry worldwide. BOSTON SCIENTIFIC: Egan-Jones Keeps BB+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on July 13, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Boston Scientific Corporation. Headquartered in Marlborough, Massachusetts, Boston Scientific Corporation develops, manufactures, and markets minimally invasive medical devices. BOUTIQUE NV: Seeks to Tap TS Worldwide as Real Estate Appraiser --------------------------------------------------------------- Boutique NV, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ TS Worldwide LLC, a West Hollywood, Calif.-based real estate appraiser and valuation expert. The Debtor needs the firm's services to determine the value of The Retreat on Charleston Peak, a 62-room hotel located at 2755 Kyle Canyon Road, Las Vegas. TS Worldwide has requested a flat fee in the amount of $8,000, with the first installment of $6,000 to be paid upon execution and acceptance of its agreement with the Debtor, and the balance of $2,000 payable prior to commencing the final report. For expert testimony and services, the firm bills at the rate of $500 per hour for its managing director, $400 per hour for its senior vice president, and $350 per hour for its vice president. As disclosed in court filings, TS Worldwide and its employees are disinterested persons within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Luigi Major TS Worldwide LLC d/b/a HVS Consulting & Valuation 8430 Santa Monica Blvd, Suite 200 West Hollywood, CA 90069 Phone: +1 (310) 270-3240 (Work) Email: lmajor@hvs.com About Boutique NV Boutique NV, LLC owns and operates The Retreat on Charleston Peak, which is a 62-room hotel located at 2755 Kyle Canyon Road, Las Vegas. The hotel offers various amenities, including the Canyon Restaurant & Tavern Bar, a full-service restaurant and bar with restricted gaming, and a 5,100-square-foot event space and outdoor deck for wedding or commitment ceremonies, conferences, and other events. It also has a spa, however, that has been closed during the COVID-19 pandemic, but which will be reopened in August. Boutique NV filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-13050) on June 16, 2021. In the petition signed by Deanna M. Crossman, manager, the Debtor listed as much as $10 million in both assets and liabilities. Judge Natalie M. Cox oversees the case. Larson & Zirzow, LLC represents the Debtor as legal counsel. BOY SCOUTS OF AMERICA: Claimants Chapter 11 Settlement Imperiled ---------------------------------------------------------------- Law360 reports that the Boy Scouts of America told a Delaware bankruptcy judge Thursday, July 29, 2021, that 70,000 sex abuse survivors have signed on to an $850 million deal to restructure the organization, but disputes among three law firms representing a quarter of those claimants could imperil the proposal. During a hearing conducted virtually, debtor attorney Jessica Lauria of White & Case LLP said additional joinders backing the proposed restructuring support agreement, or RSA, hit the docket Wednesday, the day originally envisioned as the deadline for court approval of the agreement, bringing the number of pledges up to 70,010. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BURNS ASSET MANAGEMENT: Taps Sasser Law Firm as New Counsel ----------------------------------------------------------- Burns Asset Management, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Sasser Law Firm to substitute for Bradford Law Offices. The firm will render these services: (a) provide the Debtor with legal advice with respect to its powers and duties, the continued operation of its business and management of its property; (b) prepare and file monthly reports, plan of reorganization and disclosure statement; (c) prepare legal papers; (d) perform all other legal services, which may be necessary until and through the case's confirmation, dismissal or conversion; (e) undertake necessary action, if any, to avoid liens against the Debtor's property obtained by creditors and to recover preferential payments within 90 days of the filing of the Debtor's Chapter 11 case; (f) represent the Debtor at hearings and examinations. The firm will be paid at the rate of $300 per hour. Travis Sasser, Esq., at Sasser Law Firm, disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Travis Sasser, Esq. Sasser Law Firm 2000 Regency Parkway, Suite 230 Cary, NC 27518 Tel: (919) 319-7400 Fax: (919) 657-7400 Email: tsasser@carybankruptcy.com About Burns Asset Management Burns Asset Management, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-03888) on Dec. 14, 2020. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge Stephani W. Humrickhouse oversees the case. Sasser Law Firm serves as the Debtor's legal counsel. CAMERON MUTUAL: A.M. Best Affirms B(Fair) Financial Strength Rating ------------------------------------------------------------------- AM Best has revised the outlook to negative from stable for the Long-Term Issuer Credit Rating and affirmed the Financial Strength Rating (FSR) of B (Fair) and the Long-Term ICR of "bb+" (Fair) of Cameron Mutual Insurance Company. The outlook of the FSR is stable. The Credit Ratings reflect Cameron Mutual's balance sheet strength, which AM Best assesses as strong, as well as its marginal operating performance, limited business profile and marginal enterprise risk management (ERM). The revised Long-Term ICR outlook to negative reflects ongoing surplus erosion from significant underwriting losses that pressures Cameron Mutual's overall balance sheet strength. The Long-Term ICR outlook further considers underwriting leverage metrics, which nearly double the private passenger standard auto and homeowners composite and the recent trend of adverse loss reserve development. Cameron Mutual's marginal operating performance reflects annual underwriting losses, driven by weather-related losses and increased frequency and severity in auto lines, as well as an above-average expense ratio due to information technology investments and higher commissions. The limited business profile reflects the company's geographic concentration in the Midwest region and exposure to severe weather-related losses. AM Best views Cameron Mutual's ERM as marginal, as the program has not proven effective in limiting losses and meeting projected results. CCMW LLC: Taps Ivey, McClellan, Gatton & Siegmund as Counsel ------------------------------------------------------------ CCMW, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Ivey, McClellan, Gatton & Siegmund, LLP to serve as legal counsel in its Chapter 11 case. The firm's primary attorneys and paralegals who are expected to provide the services will be paid at hourly rates as follows: Samantha K. Brumbaugh $400 per hour Dirk W. Siegmund $400 per hour Charles M. Ivey, III $500 per hour Darren McDonough $400 per hour John M. Blust $300 per hour CharlesM. Ivey, IV $250 per hour Melissa Murrell $100 per hour Tabitha Coltrane $100 per hour Janice Childers $100 per hour Samantha Brumbaugh, Esq., a partner at Ivey, disclosed in court filings that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Samantha K. Brumbaugh, Esq. Ivey, McClellan, Gatton & Siegmund, LLP 100 South Elm Street, Suite 500 Greensboro, NC 27401 Telephone: (336) 274-4658 Facsimile: (336) 274-4540 Email: dws@iveymcclellan.com About CCMW LLC Greensboro, N.C.-based CCMW, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No. 21-10395) on July 20, 2021. At the time of the filing, the Debtor had $1 million to $10 million in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP serves as the Debtor's legal counsel. CENTENE CORP: Fitch Assigns BB+ Rating on $1.8 Billion Notes ------------------------------------------------------------ Fitch Ratings has assigned a 'BB+' rating to the $1.8 billion senior unsecured note issuance of Centene Corporation (CNC). Proceeds from the issuance are expected to be used to fund the repayment of debt. KEY RATING DRIVERS The $1.8 billion offering of senior notes will include an add-on to the June issuance of 2.45% senior notes due 2028 and new senior notes due 2031. The new issuances are rated at the same level as Centene's existing senior unsecured notes, which is one notch below the holding company Issuer Default Rating (BBB-/Positive) and reflects standard notching based on Fitch's rating criteria. Financial leverage will not be affected since the proceeds from the issuance are expected to be used to redeem senior unsecured notes originally scheduled to mature in 2026. At the close of the second quarter 2021, CNC's financial leverage was 39%. Debt-to-EBITDA was estimated to be 3.8x on a 12-month run-rate basis adjusting for second quarter legal settlement. CNC is expected to pursue deleveraging efforts throughout the year moving toward targets of Debt-to-EBITDA equal to or below 3.0x and financial leverage equal to or below 40%. These financial leverage metrics would be more supportive of a positive rating action as detailed in the following rating sensitivities. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Significant progress toward run-rate debt/EBITDA and financial leverage ratios of 3.0x and 40%, respectively; -- Consistent generation of upper single-digit return on capital and EBITDA margins above 3.6%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Significant deterioration in financial leverage profile or a sustained, material earnings disruption; -- A material increase in charges associated with the PBM settlement. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond 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. 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. CENTENE CORP: Moody's Assigns Ba1 Rating to New 2031 Debt --------------------------------------------------------- Moody's Investors Service has assigned a Ba1 senior unsecured debt rating to Centene Corporation's (Centene; NYSE: CNC) planned issuance of new 2031 debt. The total planned issuance is expected to be $1.8 billion, split between the new 2031 debt and an add on to a previously rated (Ba1) 2.45% senior note issuance, due 2028. Proceeds from the issuances will be used to pay down callable debt due in June 2026. The proposed issuance constitutes a takedown from Centene's shelf registration filed in May 2020. The outlook on Centene remains unchanged at stable. RATINGS RATIONALE The assignment of the Ba1 senior unsecured debt rating reflects the leverage neutral impact of the refinancing. Additionally, Centene will pre-pay $750 million in 5.375% senior unsecured debt due January 2026 which will be refinanced by adding an equal amount to its existing non-rated, floating rate term loan, currently with $1.45 billion outstanding. The updated term loan will have a 5-year maturity, 1.375% spread (down from 1.75%) and no pre-payment cost. These transactions will reduce annual interest expense by approximately $70 million or 10%. Centene's debt-to-capital ratio (adjusted for operating leases) and debt-to- (Moody's) EBITDA, which were 41.3% and 3.6x, respectively, as of June 30, 2021, will be unaffected by these refinancings. Moody's Ba1 senior unsecured debt rating for Centene and Baa1 insurance financial strength ratings of its operating subsidiaries reflect the company's strong geographic diversity, its national market share leadership in Medicaid, the individual market and a top five position in Medicare Advantage. It also reflects a track record of solid organic growth. These strengths are partly offset by its continued concentration in Medicaid (despite its improved diversification), its acquisitive nature with associated integration risk and relatively high leverage as measured by debt-to-EBITDA. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Moody's could upgrade Centene and its insurance subsidiaries if the company meets the following drivers: 1) Moody's adjusted financial leverage maintained at 40% or below, Debt-to-EBITDA below 2.5x along with well-laddered maturities; 2) Risk-based capital (RBC) ratio maintained above 200% of company action level (CAL), and; 3) sustained overall organic membership growth of 3% or more annually and Medicare Advantage membership growth of 5% or more; 4) EBITDA margin of 5.0% or higher. Conversely, Moody's could downgrade Centene and its insurance subsidiaries if the company meets the following drivers: 1) RBC ratio below 175% of CAL; 2) EBITDA margins fall consistently below 3.5%; 3) membership declines of over 10% over the next two-to-three years, and; 4) financial leverage sustained above 45% and/or debt-to-EBITDA above 3.0x. Rating actions: Issuer: Centene Corporation: Senior Unsecured Notes due 2031, Assigned at Ba1 The outlook on Centene Corporation is unchanged at stable. Centene Corporation is headquartered in St. Louis, Missouri. Through June 30, 2021 the company reported revenues of $61 billion and had 25 million medical members (including behavioral health). At June 30, 2021 shareholders' equity was $26 billion. The company operates health plans in 33 states (in all 50 states including the PDP business) and 3 international markets. The principal methodology used in this rating was US Health Insurance Companies Methodology published in November 2019. CHICAGO BOARD OF EDUCATION: Fitch Withdraws Ratings on GO Bonds --------------------------------------------------------------- Fitch Ratings has withdrawn the ratings on the following bonds as they did not sell: -- Chicago Board of Education (IL) unlimited tax GO project bonds (dedicated alternate revenues) (Mandatory Put Bonds) series 2015D. Previous rating: 'BB'/Outlook Stable; - -Chicago Board of Education (IL) unlimited tax GO refunding bonds (dedicated alternate revenues) series 2015F. Previous rating: 'BB'/Outlook Stable; -- Chicago Board of Education (IL) unlimited tax GO refunding bonds (dedicated revenues) series 2016C. Previous rating: 'BB'/Outlook Stable; -- Chicago Board of Education (IL) unlimited tax GO refunding bonds (dedicated revenues) series 2016D. Previous rating: 'BB'/Outlook Stable; -- Chicago Board of Education (IL) unlimited tax GO bonds (dedicated revenues) series 2016E. Previous rating: 'BB'/Outlook Stable; -- Chicago Board of Education (IL) unlimited tax GO bonds (dedicated revenues) (taxable) series 2016F. Previous rating: 'BB'/Outlook Stable; -- Chicago Board of Education (IL) unlimited tax GO bonds (dedicated revenues) series 2016G. Previous rating: 'BB'/Outlook Stable. Fitch has withdrawn the ratings as the forthcoming debt issue carrying an expected rating is no longer expected to proceed as previously envisaged. CHICAGO PARK: Moody's Affirms 'Ba1' Rating on GOULT Debt -------------------------------------------------------- Moody's Investors Service has affirmed the Ba1 rating on Chicago Park District (CPD), IL's general obligation unlimited tax (GOULT) debt and general obligation limited tax (GOLT) debt. Concurrently, the outlook has been revised to stable from negative. As of fiscal 2020, the district had $835 million in GO and GOLT debt. The pledge supporting the limited tax bonds is limited by the amount of the district's debt service extension base (DSEB), but ultimately secured by an all funds pledge. RATINGS RATIONALE The Ba1 rating on the district's GO bonds aligns the rating with the rating on the City of Chicago's (Ba1 stable) GO bonds to reflects the close political and governance relationship with the city and coterminous economic base that supports extensive leverage of overlapping governments. The rating also incorporates the district's large tax base, moderate bonded debt and healthy reserve levels. The district's fixed costs are significant and will continue to grow as the district increases pension contributions to address its large unfunded liability. The absence of a distinction between the Ba1 rating on the district's GOULT debt and the Ba1 rating on the district's GOLT debt service extension base (DSEB) debt reflects the nature of the pledge which is a first budget obligation payable from all available funds. RATING OUTLOOK The outlook was changed to stable from negative to mirror the stable outlook on the City of Chicago's GO bonds, reflecting the close political and governance relationship with the park district. The outlook also reflects Moody's expectation that the district's currently weak contributions will improve without adversely impacting its financial position. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Upward movement in the rating on City of Chicago's credit rating given the two entities' governance ties and conterminous tax base Change in governance framework that reduces the city's influence Improved pension funding framework that reduces unfunded pension liabilities FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Downward movement in the rating on City of Chicago's credit rating Substantial reduction in the district's fund balance or liquidity LEGAL SECURITY Debt service on outstanding GOULT bonds is secured by the district's full faith and credit pledge and authorization to levy property taxes unlimited as to both rate and amount. The district has also pledged certain alternate revenue to repayment of certain GOULT bonds. The levy can be abated if the district determines that sufficient legally available revenues from other sources have been collected. CPD's outstanding GOLT DSEB bonds are secured by the authorization to levy a dedicated property tax unlimited as to rate but limited by the amount of the district's debt service extension base and any funds legally available for such purpose PROFILE The Chicago Park District was created in 1934 by the Park Consolidation Act. The district is coterminous with the City of Chicago and is the largest municipal park manager in the nation. METHODOLOGY The principal methodology used in these ratings was US Local Government General Obligation Debt published in January 2021. CMC II LLC: Committee Files Sealed Motion Seeking Examiner ---------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of CMC II, LLC and affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware a motion under seal seeking the appointment of an examiner for the Debtors. About CMC II LLC CMC II, LLC, 207 Marshall Drive Operations, LLC and 803 Oak Street Operations LLC are part of a group of Consulate Health care corporate affiliates that manage and operate 140 skilled nursing facilities. CMC II provides management and support services to approximately 140 SNFs, each of which is operated by an affiliate under the common ownership of non-debtor LaVie Care Centers, LLC, doing business as Consulate Health Care. 207 Marshall operates Marshall Health and Rehabilitation Center, a 120-bed SNF located in Perry, Fla., while 803 Oak Street operates Governor's Creek Health and Rehabilitation, a 120-bed SNF located in Green Cove Springs, Fla. On March 1, 2021, CMC II, 207 Marshall, 803 Oak Street and three inactive affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10461). As of the bankruptcy filing, CMC II had between $100 million and $500 million in both assets and liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Chipman Brown Cicero & Cole, LLP as legal counsel and Alvarez & Marsal North America, LLC as restructuring advisor. Configure Partners and McDonald Hopkins, LLC jointly act as the Debtors' investment banker and litigation financing advisor, respectively. Stretto is the claims agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Porzio, Bromberg & Newman, P.C. and FTI Consulting, Inc. serve as the committee's legal counsel and financial advisor, respectively. COLONNADE FAMILY: Taps Incorvati & Company as Accountant -------------------------------------------------------- Colonnade Family Medicine, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Incorvati & Company, P.C. as its accountant. The firm's services include the preparation of tax returns, financial analysis, monthly operating reports and projections for the disclosure statement to be filed by the Debtor. The firm's hourly rate is $270. As disclosed in court filings, Incorvati does not represent any interest adverse to the Debtor and other parties-in-interest. The firm can be reached through: Robert Incorvati, CPA/ABV Incorvati & Company, P.C. 2535 Washington Road, Suite 1130 Pittsburgh, PA 15222 Email: r.incorvati@comcast.net Phone: (412) 835-4400 About Colonnade Family Medicine Colonnade Family Medicine, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Penn. Case No. 21-20322) on June 20, 2021. At the time of the filing, the Debtor disclosed $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Jeffery A. Deller oversees the case. Robert O Lampl, Esq., at the Robert O Lampl Law Office represents the Debtor as legal counsel. CORE & MAIN: Moody's Raises CFR to Ba3 Amid Recent IPO ------------------------------------------------------ Moody's Investors Service upgraded Core & Main LP's Corporate Family Rating to Ba3 from B2 and its Probability of Default rating to Ba3-PD from B2-PD. Concurrently, Moody's also assigned an SGL-1 Speculative Grade Liquidity rating. Moody's ratings on Core & Main's senior secured term loan due 2024 and senior unsecured notes are unchanged and will be withdrawn concurrent with the anticipated redemption of the existing debt. The Ba3 rating on the company's $1.5 billion term loan, due 2028, remains unchanged. The rating outlook is stable. This concludes the review commenced on May 28, 2021. The ratings upgrade reflects the company's meaningful debt reduction and enhanced liquidity profile following the successful execution of its initial public offering (IPO). Pro forma for the IPO, Moody's expects debt to EBITDA to decline to 3.7x from 5.4x for the twelve month period ended May 2, 2021. The decline in leverage will also result in annual interest expense savings of about $95 million. The ratings upgrade is also supported by Core & Main's increased financial flexibility as a public company through access to the public equity markets. Core & Main, Inc., parent company of Core & Main LP, priced its initial public offering (IPO) of approximately 34.9 million shares at a price of $20 per share, resulting in gross proceeds of $697.7 million. The company intends to use the net proceeds from the IPO of roughly $663.7 million, along with proceeds from an amended senior secured term loan and cash on hand, to redeem the $750 million senior unsecured notes. The $300 million senior unsecured PIK toggle notes were redeemed on July 27, 2021. Upgrades: Issuer: Core & Main LP Corporate Family Rating, Upgraded to Ba3 from B2 Probability of Default Rating, Upgraded to Ba3-PD from B2-PD Assignments: Issuer: Core & Main LP Speculative Grade Liquidity Rating, Assigned SGL-1 Outlook Actions: Issuer: Core & Main LP Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The Ba3 CFR reflects Core & Main's leading position as a national water products distributor, diverse product offering and improving end market fundamentals. Moody's expects strong revenue growth and margin expansion in 2021, due in part to robust demand coupled with low supply of single-family homes. In addition, both the municipal and non-residential construction segments are experiencing a slow but steady recovery as delayed projects move out of backlog. These factors are counterbalanced by the cyclical nature of Core & Main's end markets as well as the company's exposure to commodity pricing, specifically those used to produce PVC pipe and ductile iron pipe products, which can create cash flow volatility. Governance considerations include the company's transition to a public company and the resulting increased transparency in the form of required public filings with the SEC. The company remains majority owned and controlled by its existing private equity sponsor, Clayton, Dubilier & Rice, LLC (CD&R), which controls about 80% of the total voting power. The company has ten members on its Board of Directors, five of which are considered independent as defined under the NYSE and the Exchange Act rules and regulations. Moody's considers Core & Main's governance risk as moderate given the considerable control CD&R maintains over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Core & Main's SGL-1 Speculative Grade Liquidity rating reflects its very good liquidity supported by high pro forma cash balance of around $110 million, ample availability on its recently upsized $850 million ABL facility (currently undrawn) due 2026 and strong free cash generation. Moody's anticipates free cash flow of around $100 million over the next year that also supports the company's liquidity. The revolver is subject to a 1.0x springing fixed charge covenant that is tested when availability falls below the greater of 10%, which Moody's does not expect the company to trigger over the next 12 months, barring any acquisitions. The stable outlook reflects Moody's expectations that Core & Main will maintain a good liquidity profile and a conservative financial policy, with adjusted debt-to-EBITDA maintained below 4.0x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded should the company demonstrate a conservative financial policy including debt-to-EBITDA sustained below 3.0x, RCF-to-debt sustained closer to 18% and preservation of very good liquidity. Furthermore, an upgrade would require improved governance through the reduction in CD&R's ownership and influence over Core & Main. A ratings downgrade could result should the company experience a meaningful deterioration in credit metrics, including debt-to-EBITDA sustained above 4.0x, a significant contraction in EBITDA margin and low or negative free cash flow. The engagement in debt-funded acquisitions or shareholder distributions could also lead to a ratings downgrade. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. Core & Main LP, headquartered in Saint Louis, Missouri, is a US based distributor of water, sewage, drainage, storm water, and fire protection products. Revenue for the twelve month period ended May 2, 2021 was $3.9 billion. CORRY DAVIS: Seeks to Hire Allie Beth as Real Estate Broker ----------------------------------------------------------- Corry Davis Marketing, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Allie Beth Allman & Associates to serve as real estate broker in connection with the sale of its property in Van Zandt County, Texas. The firm will receive a 6 percent commission on the gross sales price at the closing of the sale. Kimberly Ashmore, a broker at Allie Beth, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Allie Beth can be reached at: Kimberly Ashmore Allie Beth Allman & Associates 5015 Tracy Street Dallas, TX 75205 Phone: (214) 521-7355 phone Email: kimberlyashmore@gmail.com About Corry Davis Marketing Corry Davis Marketing, Inc., a Canton, Texas-based company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 21-60280) on July 2, 2021. In the petition signed by Dale Murphy, president, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The Law Offices of Michael E. Gazette serves as the Debtor's legal counsel. COVANTA HOLDING: Egan-Jones Keeps B Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on July 16, 2021, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Covanta Holding Corporation. Headquartered in Morristown, New Jersey, Covanta Holding Corporation conducts operations in waste disposal, energy services, and specialty insurance. CRYSTALLEX INTERNATIONAL: U.S. Investor Seeks Examiner Appointment ------------------------------------------------------------------ A U.S. shareholder of Crystallex International Corporation, Adelso Adrianza, appearing pro se and on behalf of similarly situated U.S. shareholders of the Debtor, asked the U.S. Bankruptcy Court for the District of Delaware to appoint an examiner and an independent legal counsel to represent the U.S. shareholders. The Debtor is a Canadian mining company whose sole asset was a Mine Operating Contract (MOC) entered in 2002 with a Venezuelan Government enterprise, the Corporacion Venezolana de Guayana (CVG). The purpose of the MOC was to exploit the Las Cristinas gold mine located in the Bolivar State. The MOC was cancelled by Venezuela in 2011. Tenor Capital Management Company, L.P. (along with its subsidiary lenders, the DIP Lender Fund) is a private, New York-based American investment and financing company and the Debtor's DIP lender in the Canadian Companies' Creditors Arrangement Act (CCAA) proceedings through its wholly owned foreign subsidiary. According to company reports, as of June 21, 2012, 35% of the 219 million shares of common stock held by U.S. and Canadian investors were owned by U.S. shareholders. The Debtor filed an arbitration request in 2012 with the International Centre for Settlement of Investment Disputes (ICSID) to pursue an award of $3.4 billion for the illegal cancellation of the MOC. The ICSID rendered its decision in 2016 and awarded the Debtor $1.4 billion -- $1.2 billion award, plus $200 million pre-award interest through the award date. The award accrues interest at 6-month LIBOR + 1% interest - currently approximately 1.15%, until paid in full. Adrianza alleged that the terms and conditions of the Credit Agreement gave the DIP Lender absolute control over the Debtor from the outset, citing, among other things that, the terms of the Credit Agreement afforded the DIP Lender a contingent value right (CVR) initially worth 35% of the net arbitration proceeds (NAP). The CVR can be converted into the Debtor's equity at an equivalent percentage, at 35% initially. Subsequently, the DIP loan amount increased from $36 million to $76 million thereby increasing the DIP Lender's entitlement to the NAP from 35% to 88%, and reducing the Debtor's estate share from 65% to 12%. The Movant further alleged that thereafter, the DIP Lender and two of the directors (R. Fung and M. Oppenheimer) entered a NAP sharing agreement worth up to $100 million for the benefit of the two directors. Adrianza also alleged of other misconducts of the "self-interested BOD" such as (a) improper transfer of tax benefits from the estate to the DIP Lender; (b) transfer of valuable mining data for no consideration; (c) improper waiver of the right to receive substantial interest in the hundreds of millions of dollars; (d) improper agreement with noteholders to pay excessive interest on their claims to waive their right to require the timely filing of a plan of arrangement or liquidation; (e) mismanagement of the estate's property and (f) improper oversight over its interests. The examiner will investigate and report on the Debtor's assets, its past and projected financial transactions, and their impact on the estate's property to establish its rights and interest in a surplus, if any, once it meets its obligations. With the appointment of a legal counsel, the rights and interests of shareholders as residual owners of the estate will be protected, Adrianza emphasized. "No plan of arrangement or liquidation can be deemed 'fair and equitable' when an interested party is not adequately represented, and their rights and interests are disregarded by the BOD," he said. Adrianza further complained that the DIP Lender and the unsecured creditors have all their fees and costs reimbursed by the estate, while the shareholders cannot afford adequate legal representation. By law, they are the legal residual owners of an estate with assets worth US$1.6 billion ironclad judgment, US$100 million of pre-filing debt and a US$76 million DIP Loan. This, by itself, demonstrates the shareholders' significant and unwarranted disadvantage because of the lack of adequate representation, the Movant said. A copy of the motion is available for free at https://bit.ly/377e042 from PacerMonitor.com. A virtual hearing is scheduled for August 20, 2021 at 10 a.m. in the U.S. Bankruptcy Court for the District of Delaware to consider the motion. About Crystallex Crystallex International Corporation is a Canadian based mining company, with a focus on acquiring, exploring, developing and operating mining projects. Crystallex has successfully operated an open pit mine in Uruguay and developed and operated three gold mines in Venezuela. The Company's principal asset is its international claim in relation to its investment in the Las Cristinas gold project located in Bolivar State, Venezuela. On Dec. 23, 2011, announced that it obtained an order from the Ontario Superior Court of Justice (Commercial List) for protection under the Companies' Creditors Arrangement Act (Canada) (CCAA). Ernst & Young Inc. was appointed monitor under the order. Crystallex has also commenced a proceeding under Chapter 15 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware in order to ensure that relevant CCAA orders are enforced in the United States. The Bankruptcy Court has recognized Crystallex's CCAA proceeding as well as the initial order and subsequent stay extension of the Ontario Superior Court of Justice. Following the Government of Venezuela's unilateral cancellation of the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3, 2011, the Company filed for arbitration before ICSID's Additional Facility and commenced the process of handing the Las Cristinas project back to the Government of Venezuela. The handover to the Government of Venezuela was completed on April 5, 2011, upon receipt of a certificate of delivery from the Corporacion Venezolana de Guayana (the "CVG"). As a result, the Company has determined that its operations in Venezuela should be accounted for as a discontinued operation. The Company's balance sheet at Sept. 30, 2012, showed US$8.23 million in total assets, US$154.59 million in total liabilities and a US$146.35 million total shareholders' deficiency. CYTOSORBENTS CORP: Sales Agreement With Jefferies Terminates Aug. 3 ------------------------------------------------------------------- CytoSorbents Corporation delivered to Jefferies LLC and B. Riley FBR, Inc. written notice of termination of their Open Market Sale Agreement dated July 9, 2019. In accordance with Section 7(b) thereof, the sales agreement will terminate on Aug. 3, 2021, 10 trading days after the delivery of the Termination Notice. CytoSorbents is terminating the sales agreement due to the anticipated effectiveness of its new shelf registration statement on Form S-3 (File No. 333-257910). As provided in the sales agreement, the deal will terminate without liability of any party to any other party, except that certain provisions of the sales agreement identified therein shall remain in full force and effect notwithstanding the termination. Pursuant to the sales agreement, CytoSorbents offered and sold, from time to time through Jefferies and B. Riley, shares of its common stock, par value $0.001 per share. In the aggregate, CytoSorbents sold 4,301,869 shares of common stock pursuant to the sales agreement at an average selling price of $6.53 per share, generating net proceeds of approximately $27.2 million. The company paid both banks a commission rate of 3.0% of the aggregate gross proceeds from each sale of shares and provided the banks with customary indemnification rights. About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb is approved in the European Union with distribution in 67 countries around the world, as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" that could otherwise cause massive inflammation, organ failure and death in common critical illnesses. These are conditions where the risk of death is extremely high, yet no effective treatments exist. Cytosorbents reported a net loss of $7.84 million for the year ended Dec. 31, 2020, compared to a net loss of $19.26 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $87.48 million in total assets, $10.22 million in total liabilities, and $77.26 million in total stockholders' equity. DESERT VALLEY: Gets OK to Hire Barski Law Firm as Legal Counsel --------------------------------------------------------------- Desert Valley Steam Carpet Cleaning, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Barski Law Firm, PLC to serve as legal counsel in its Chapter 11 case. Chris Barski, Esq., the firm's attorney who will be handling the case, will charge $375 per hour for his services. The firm's paralegals will be paid $175 per hour. Mr. Barski disclosed in a court filing that his firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Chris D. Barski (024321) Barski Law Firm, PLC 9375 E. Shea Blvd., Suite 100 Scottsdale, AZ 85260 Tel: (602) 441-4700 Fax: (602) 680-4305 Email: cbarski@barskilaw.com About Desert Valley Steam Carpet Cleaning Desert Valley Steam Carpet Cleaning, LLC was formed on Aug. 12, 2005, for the purpose of owning and operating a multi-family housing property located at 603 and 607 North D. St., Eloy, Ariz. Desert Valley Steam Carpet Cleaning sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-00570) on Jan. 16, 2020. Judge Brenda K. Martin oversees the case. Wright Law Offices and Barski Law Firm, PLC serve as the Debtor's legal counsel. DURRANI M.D.: Sept. 3 Plan & Disclosure Hearing Set --------------------------------------------------- On July 26, 2021, Durrani, M.D., & Associates, P.A. and Omar Hayat Durrani, M.D. filed with the U.S. Bankruptcy Court for the Southern District of Texas a Chapter 11 Small Business Disclosure Statement referring to Plan of Reorganization. On July 27, 2021, Judge Christopher Lopez conditionally approved the Disclosure Statement and ordered that: * Aug. 31, 2021, is fixed as the last day for returning ballots. * Aug. 31, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement. * Aug. 31, 2021, is fixed as the last day for filing and serving written objections to confirmation of the plan. * Sept. 3, 2021, at 9:00 a.m., is fixed for the hearing on confirmation of the plan and final approval of the disclosure statement. A copy of the order dated July 27, 2021, is available at https://bit.ly/3jjVriX from PacerMonitor.com at no charge. Attorney for Debtors: Margaret M. McClure, Esq. Law Office of Margaret M. McClure 909 Fannin, Suite 3810 Houston, TX 77010 Telephone: (713) 659-1333 Facsimile: (713) 658-0334 Email: margaret@mmmcclurelaw.com About Durrani, M.D. & Associates Durrani, M.D., & Associates, P.A., offers comprehensive treatment for disorders of the kidneys, bladder and male reproductive system as well as a focus on male and female sexual health. On the Web: https://www.durranimd.com/ Durrani, M.D., & Associates filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35543) on Nov. 13, 2020. The petition was signed by Omar H. Durrani, M.D., president. At the time of the filing, the Debtor had estimated assets of between $100,000 and $500,000 and liabilities of $1 million to $10 million. Judge Christopher M. Lopez oversees the case. The Debtor is represented by the Law Office of Margaret M. McClure. EASTERDAY RANCHES: Bankruptcy Sparks Second Row Over Legal Fees --------------------------------------------------------------- Don Jenkins of Capital Press reports that a law firm accused of charging exorbitant fees has made the same allegation against other attorneys connected to selling debt-ridden and fraud-tainted Easterday farms to the Mormon church. Easterday farms attorney Richard Pachulski, whose $1,595 hourly rate has been challenged by the Justice Department, objected Tuesday, July 27, 2021, to $752,042 in legal fees sought by a law firm representing the Prudential Insurance Company, a major creditor. The disputes won't stop the church's Farmland Reserve Inc., known in Washington as AgriNorthwest, from buying several Easterday farms in Benton County, Wash., for $209 million. The sale could close as early as Friday. Mounting legal bills will affect how much money is left for creditors and to make restitution to Tyson Fresh Meats, which was defrauded of $233 million by Cody Easterday, who has also agreed to repay a second defrauded company $11 million. At a hastily called hearing Tuesday, July 27, 2021, U.S. Bankruptcy Judge Whitman Holt in Yakima urged lawyers to talk and try to settle remaining legal issues. "Sometimes litigating everything all the way to the mat is the worst possible outcome for everyone, and that's particularly true in bankruptcy cases, where there's just not enough pie to go around, which appears to be where we're ending up in this case,"+ 6 96Holt said. Cody Easterday, 50, is scheduled to be sentenced Oct. 5 on one count of wire fraud. He billed Tyson and the other company for buying and feeding nonexistent cattle, according to federal prosecutors. Sentencing was moved from August to give Easterday time to raise as much money as possible for restitution through bankruptcy proceedings. When the sale closes, Prudential will receive more than $50 million to repay a loan to the Easterdays. Another $9 million in default interest and a prepayment premium remain in dispute. Pachulski balked at paying another $752,047 at closing to cover Prudential's legal fees. He complained that Prudential's lawyers haven't explained what they did and that the company spent money on an appraisal and a title insurance policy that were unnecessary. Prudential lawyers say their client's legal costs mounted because Easterday farms aggressively maneuvered to avoid fully repaying the loan. Hourly rates at the Chicago-based firm that represents Prudential averaged $632, inexpensive compared to the hourly rate of $1,102 for attorneys at Pachulski's L.A. law firm, according to Prudential. Easterday farms and Prudential have tangled for months. On July 14, Easterday promised to pay Prudential's legal fees. In return, Prudential agreed to resolve the $9 million dispute later, clearing the way for Farmland Reserve to buy the farms free of liens this month. "The debtors representatives assured us to our faces that, 'We're not going to jerk you around on fees,' " Prudential attorney Brian Walsh told Judge Holt. "It is our perception that the debtors are jerking us around on fees." Assistant U.S. Trustee Gary Dyer has objected to a $3.8 million legal bill submitted by Pachulski's firm for work done between Feb. 1 and May 31. Pachulski told Judge Holt that he expects to deal with the objection at a hearing within the next month. He said law firms should be judged by their efficiency and accomplishments and that Prudential's rate comparison was "completely irrelevant." "I've spent 40 years arguing over this rate issue because I find it so disturbing and offensive," Pachulski said. "The rate issue is a complete red herring." In a partial decision, Holt ruled that Prudential will receive $374,529 for legal fees at closing. The judge said that based on his experience, Prudential had firm grounds to claim some fees. The remaining $377,546 will be set aside for now. The judge said he will need to see lawyers' time records before ruling on the remaining amount. About Easterday Ranches and Easterday Farms Easterday Ranches, Inc. is a privately held company in the cattle ranching and farming business. Easterday Ranches sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 21-00141) on Feb. 1, 2021. Its affiliate, Easterday Farms, a Washington general partnership, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 21-00176) on Feb. 8, 2021. The cases are jointly administered under Case No. 21-00141. At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Whitman L. Holt oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their lead bankruptcy counsel, Bush Kornfeld LLP as local counsel, and Davis Wright Tremaine LLP as special counsel. T. Scott Avila and Peter Richter of Paladin Management Group serve as restructuring officers. The U.S. Trustee for Region 18 appointed an official committee of unsecured creditors on Feb. 16, 2021. ELWOOD ENERGY: S&P Lowers Senior Secured Notes Rating to 'BB' ------------------------------------------------------------- S&P Global Ratings lowered its rating on Elwood Energy LLC's senior secured notes to 'BB' from 'BB+' based on its forecast credit metrics. The recovery rating remains '1', indicating its expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. The stable outlook reflects S&P's expectation that the project will continue to service its debt due in 2026, given its fully amortizing profile, while maintaining adequate liquidity. Elwood is a 1,576-megawatt (MW) power plant about 50 miles southwest of Chicago. It operates as a peaking facility and is deployed mainly during the summer months. The project is fully merchant and has nine simple-cycle 7FA combustion turbines sourced from General Electric Co. Each turbine earns revenue by selling production capacity and electricity into PJM Interconnection LLC's (PJM) ComEd power market. Elwood is indirectly owned by J-Power USA, a subsidiary of Japan-based Electric Power Development Co. Ltd. The downgrade of Elwood's senior notes to 'BB' from 'BB+' reflects a substantial decline in the capacity price in the PJM ComEd zone to $69 per MW day for 2022/2023 from $196 per MW day in 2021/2022. S&P expects the lower cleared capacity price to lead to a material decline in Elwood's revenue and operating cash flow, resulting in a minimum debt service coverage ratio (DSCR) of 1.1x in 2022 and 1.2x in 2023. The project's outstanding $85 million senior notes are not subject to financial covenants, which means that a potential further deterioration in capacity prices and credit metrics would not result in a technical default. S&P said, "It could, however, result in a lower rating if we expect DSCRs to fall further in 2023 or 2024. Also, Elwood's credit profile benefits from sculpted debt amortization, with scheduled principal payments declining to about $10 million in 2024 from about $20 million in 2021. We anticipate that the project will achieve stronger coverage ratios after 2023 as PJM capacity prices improve and debt service declines." A six-month debt service reserve funded via a letter of credit from Sumitomo Mitsui bank supports Elwood's liquidity. As of June 2021, the reserve amounted to $29 million. Because the bond's amortization is not uniform between the two semi-annual periods, the project releases and refunds its debt reserves every six months. As a result, the available letter of credit amount will decline to about $4 million in the second half of the year. However, in July 2022, the project will increase the amount to about $20 million to meet the six-month debt service requirement. In addition to the cash flow available for debt service, the project maintains a $20 million credit facility. Elwood's operating performance has been strong, as indicated by its cash flow from operations less capital expenditures increasing by about 30% to $45 million in 2020. This level of cash earnings supported by capacity revenue provided ample coverage for the project's $27 million debt service last year. Given its strong historical performance and relatively low amount of outstanding debt, Elwood compares favorably with its peers like Helix Gen Funding LLC, Eastern Power LLC and Compass Power Generation LLC, whose debt S&P rates 'BB-'. S&P said, "The stable outlook reflects our expectation that Elwood will continue to service its debt due in 2026 given its fully amortizing debt profile while maintaining a sufficient debt service reserve balance and adequate liquidity. Our forecast minimum DSCRs of 1.1x-1.2x in 2022 and 2023 are driven by the historically low cleared capacity prices in the PJM ComEd service zone. "We could take a negative rating action if capacity prices cleared lower than our forecast of $125 per MWh for 2023/2024 and the following years, which would depress Elwood's debt servicing ability. This could occur if demand growth in ComEd slowed or if there were an influx of additional generating capacity. We could also lower the rating if peak energy prices declined or if the plant failed to produce electricity when dispatched by PJM, incurring penalties. "We could take a positive rating action if we expected the minimum DSCR to exceed 1.6x, which could happen if PJM ComEd capacity prices cleared at substantially higher levels than the 2022/2023 auction." EVEREST REAL ESTATE: High Marks on Patient Care Quality, PCO Says ----------------------------------------------------------------- Thomas A. Mackey, PhD, ARNP-BC, FAAN, FAANP, the appointed Patient Care Ombudsman for Everest Real Estate Investments, LLP, filed with the U.S. Bankruptcy Court for the Southern District of Texas a report on the results of his visit to the Debtor's SE Texas ER & Hospital (SETEXASER), which occurred on July 21, 2021. The PCO observed that since his previous visit, there have been no changes to the organizational chart. The Debtor has sufficient nurses and other staff to cover the number of patients currently under care. He said that the number of health care provider (nurses, physicians, therapist, etc.) hours devoted to patient care is sufficient to maintain the quality and safety of care equal to or greater than [before the] filing of Chapter 11. Meeting minutes from both the Infection Prevention Committee and Quality Council meetings held on July 19, 2021 were also reviewed. Among other important quality and safety issues, the minutes reflect no hospital acquired infections during the second quarter and no patient falls. Moreover, the Debtor recently purchased a third laboratory machines to test for COVID-19. The new machines provide PCR test results in 15 minutes. Previously, test results took 24-48 hours. The investment in the new machines is another indicator of the Debtor's commitment to providing quality care to patients, he said. According to the PCO, shared decision making by employees is another important determinant for quality and safety. From the multiple staff that were interviewed, employees across departments (maintenance, clinical, dietary, human resources) were able to provide examples about how shared decision-making takes place within the organization. The PCO believes there is a very healthy culture within the Debtor's agency to effect change, when needed, related to quality and safety of patient care. The PCO concluded that there is no compromise in the quality and safety of patient care by the Debtor since the last PCO visit nor since the filing for Chapter 11. To the contrary the Debtor devotes significant time and effort to improving care delivery. A copy of the Ombudsman Report is available for free at https://bit.ly/3ferz5Y from PacerMonitor.com. About Everest Real Estate Investments Everest Real Estate Investments, LLP is a health care services provider established in Humble, Texas specializing in general acute care hospital. It offers completely comprehensive medical care, treating both major and minor injuries. For more information, visit www.setexaser.com. Everest Real Estate Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34077) on Aug. 14, 2020. Thomas Vo, M.D., majority owner of Debtor's managing partner, signed the petition. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. The Gerger Law Firm PLLC and Doeren Mayhew CPAs and Advisors serve as the Debtor's legal counsel and accountant, respectively. EXPLORE KNOWLEDGE: S&P Affirms 'BB+' Long-Term Revenue Debt Rating ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB+' long-term rating on Public Finance Authority, Wis.' charter school revenue debt, issued for Explore Knowledge Foundation, Nev. "The stable outlook reflects Explore Knowledge Foundation's anticipated improvement in financial performance for fiscal 2021, coupled with no cuts in state appropriations for fiscal 2021 and expectations of at least flat or increased state appropriations for the next biennium," said S&P Global Ratings credit analyst Chase Ashworth. The series 2012 bonds are all of the foundation's debt, which totals $6.8 million outstanding. Pledged revenues secure the bonds, which are essentially a general obligation of the school. Financial covenants include 40 days' cash on hand and a maximum annual debt service requirement of 1.1x. State payments made on behalf of these schools are subject to a monthly intercept for debt-service repayment. FLEXSYS INC: Moody's Assigns First-Time B2 Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Flexsys, Inc. (formerly Eastman Chemical's Tire Additives business), including a B2 corporate family rating, a B2-PD probability of default, and a B2 rating to the company's proposed senior secured bank credit facility, consisting of an $80 million revolving credit facility due in 2026 and a $475 million term loan B due in 2028. In addition, the private equity sponsor, One Rock, will contribute $277 million in equity. Proceeds from the term loan and equity contribution will be used to finance the acquisition of Eastman Chemical's Tire Additives business and pay transaction related fees and expenses. The outlook is stable. These first-time ratings are subject to the receipt and review of the final documentation. This company is the global leader in vulcanizing agents for car and truck tires, but its post-pandemic financial performance recovery is expected to be slowed by the increasing in raw material prices in the second quarter of 2021," stated John Rogers, Senior Vice President and lead analyst on Flexsys, Inc. Assignments: Issuer: Flexsys, Inc. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: Flexsys, Inc. Outlook, Assigned Stable RATINGS RATIONALE Flexsys' B2 CFR reflects the company's elevated leverage over the near term due to the impact of higher raw material prices, narrow product profile, customer concentration and significant exposure to one end market. The company benefits from a long-term leading global market position in vulcanizing agents, a strong reputation for product quality, long term customer relationships, relatively stable demand volumes, proprietary product and process technology, global manufacturing capabilities and margins commensurate with a true specialty chemical. The business produces vulcanizing agents, antidegradants and stabilizers for the manufacture of passenger car and truck tires. While there are other niche applications for some of these products, they constitute a very small percentage of total sales. Flexsys is the only global manufacturer of vulcanizing agents. Additionally, it also has the lion share of the market for vulcanizing agents in North American and Europe, where the greatest percentage of higher performance tires are sold. Flexsys has a cost advantaged position due to its process know-how in vulcanizing agents and back-integration into a key intermediate for the production of antidegradants. The company's financial performance in 2020 was hurt by a severe downturn in the second quarter, similar to most auto and tire related businesses, but it snapped back quickly in the third quarter and volumes have remained close to pre-pandemic levels. However, in 2021 rising raw material prices, will reduce profitability primarily in the second and third quarters as the company passes through rising raw material prices to its customers. The vast majority of the company's sales in North America and Europe are covered by contracts that contain reopeners that allow Flexsys to either renegotiate prices or directly pass through increases based on an agreed upon formula. The significant increase in raw material prices in the second quarter of 2021 is expected to have a greater negative impact on third quarter earnings as the company works to pass through price increases. The combination of weaker second and third quarter profitability is expected to keep pro forma 2021 EBITDA well below $100 million, which will cause leverage to be elevated at roughly 6.5x and Retained Cash Flow/Debt to be near 5%. If commodity prices increase further in 2021, the company could be modestly free cash flow negative. In 2022, Moody's expects volumes to increase slightly and EBITDA to return back toward $100 million causing leverage to decline to 5.5x on a Moody's adjusted basis and free cash flow to be positive by roughly $30 million. Moody's believe that the market for vulcanizing agents has gotten more competitive and that over the longer term, the business' ability to commercialize new vulcanizing agents that provide significant technological benefits to its customers will be key to maintaining its market share and profitability. The company has introduced its Cure Pro VA that allows customers to process natural rubber at a higher temperature, while reducing the risk of an adverse process event ("bloom"). Other new products that extend it technological lead over competitors will be required to maintain its very strong position in North America and Europe, as well as its lower market share in Asia. The company's liquidity is adequate due to an $80 million cash flow revolver that is expected to be undrawn at closing. Roughly $35 million of this revolver is expected to be available for letters of credit. This five-year facility is expected to have a springing first lien net leverage covenant set at 7.25x and will only be tested when amounts outstanding at the end of the quarter exceed 35% of the total. While commodity prices remain elevated, Moody's expects the facility to be utilized, but not to the level that would trigger the covenant. The B2 rating on the senior secured credit facilities reflects their senior position in the capital structure. The first lien term loan is secured by a first lien on the assets of the borrower and its domestic subsidiary guarantors, and stock pledges in foreign subsidiaries. The German and Belgian subsidiaries are also expected to be guarantors, but only certain current assets of these subsidiaries are expected to be included in the collateral package. Unlike the revolver, the proposed first lien term loan is not expected to contain any financial maintenance covenants. The revolver and term loan facility are expected to provide covenant flexibility that if utilized, could negatively impact creditors, including an incremental first lien facility not to exceed the greater of $104 million and 100% of consolidated EBITDA, plus additional amounts up to the available capacity under the General Debt Basket, plus an unlimited amount subject to a first lien net leverage ratio that does not exceed 4.5x leverage. Amounts up to $52 million and 50% of consolidated EBITDA may be incurred with an earlier maturity date than the initial term loans. Only domestic wholly owned subsidiaries must provide guarantees, raising the risk of potential guarantee release; partial dividends of ownership interests could jeopardize guarantees with no explicit protective provisions limiting such guarantee releases. Collateral leakage is permitted through transfers of assets to unrestricted subsidiaries subject to carve-out capacity; there are no additional express "blocker" provisions restricting such transfer of specified assets to unrestricted subsidiaries. There are no express protective provisions prohibiting an up-tiering transaction. Non-pro-rata distributions and commitment reductions are permitted in connection with loan buybacks or similar programs. The above are proposed terms and the final terms of the credit agreement may be materially different. ESG CONSIDERATIONS Environmental, social and governance factors are relevant to the credit profile but are not key drivers of the rating. Environmental risks for a specialty chemicals company are categorized as high. The company has environmental risks commensurate with other specialty chemicals as a number of the company's process intermediates and products are toxic. The company does not currently have any substantial litigation or remediation related to environmental issues as Eastman will provide an indemnification for events prior to the closing. Social risks are similar to other specialty chemical companies as worker safety is a concern due to the nature of the products but there is limited societal and demographic risk unlike some other specialty chemicals. Governance risks are elevated due to private ownership, which includes a board of directors with minority representation by independent directors, a financial policy that includes elevated leverage and reduced financial disclosure requirements. The rating outlook is stable as financial performance is expected to improve in 2022 with leverage falling below 6.0x, but elevated raw material prices and near-term competitive challenges may slow the further improvement in credit metrics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A rating upgrade would require Debt/EBITDA, including Moody's standard adjustments, to be sustained below 4.0x and the private equity sponsors would need to demonstrate a commitment to maintain leverage at or below that level. Additionally, there would need to be improved product diversity, or significant technical advancements that would improve market share and profitability on a sustained basis. Moody's would likely consider a downgrade if Debt/EBITDA is sustained above 6.0x, if free cash flow is persistently below $15 million per year, if there is a significant deterioration in liquidity, a large debt-financed acquisition or large dividend to the sponsors. The principal methodology used in these ratings was Chemical Industry published in March 2019. Flexsys, Inc., headquartered in Akron, Ohio is the only global manufacturer of vulcanizing agents, antidegradants and stabilizers, which are critical to the performance of passenger car and truck tires. The business is expected to be purchased by One Rock Capital Partners from Eastman Chemical Company in the Fall of 2021. FREEMAN MOBILE ORTHODONTICS: Emerges from Chapter 11 Bankruptcy --------------------------------------------------------------- Brian Bandell of South Florida Business Journal reports that The Fort Lauderdale-based orthodontics businesses operating as Swanky Smiles have exited Chapter 11 bankruptcy after reaching a deal with their creditors to shed millions of dollars in debt. Freeman Orthodontics, along with affiliates Freeman Mobile Orthodontics, Interstellar Disruption LLC, Freeman Holdings LLC, Freeman Holdings II LLC and FWP Realty Holdings, filed Chapter 11 in May 2020. That came four months after a bank filed a $6.9 million lawsuit against Freedman Orthodontics over the commercial assets of its business. The companies, which have both orthodontic clinics and a mobile orthodontics business, remain in operation. Boca Raton-based attorney Aaron A. Wernick, who represented the companies in Chapter 11, said he used the Subchapter V designation to secure a joint plan of reorganization for the companies that will allow creditors to be paid. With the debt forgiveness offered by Subchapter V, they shed $11.1 million in secured debt and an additional $14.8 million in unsecured debt without losing any business assets. That represents about 90% of the companies' debt when they started the bankruptcy process. "Going forward, with the Freeman Entities' debts greatly reduced and restructured, the Freeman Entities are well-positioned for the future and ready to take on new patients and continue the high level of excellence that Dr. [Christopher Scott] Freeman and his staff have always provided," Wernick said. Wernick said Swanky Smiles and Freeman Orthodontics plan to expand both their brick-and-mortar and mobile operations. About Freeman Mobile Orthodontics Freeman Mobile Orthodontics, PLLC, is a Fort Lauderdale-based orthodontics specialist that provides orthodontic care to patients in Florida. Freeman Mobile Orthodontics and affiliates, Freeman Orthodontics P.A. and Interstellar Disruption, LLC sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 20-15408) on May 17, 2020. At the time of the filing, Freeman Mobile disclosed assets of between $1 million and $10 million and liabilities of the same range. The Hon. Scott M. Grossman is the case judge. The Debtors tapped Wernick Law, PLLC as their bankruptcy counsel, and Galvan Messick, PLLC and Nelson Mullins Riley & Scarborough, LLP as their special counsel. The Debtors also tapped Duerr & Cullen, CPAs, P.A. to provide them with tax-related services. FRONTIER COMMUNICATIONS: Egan-Jones Withdraws D Sr. Unsec. Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on July 15, 2021, withdrew its 'D' foreign currency and local currency senior unsecured ratings on debt issued by Frontier Communications Corporation. Headquartered in Norwalk, Connecticut, Frontier Communications Corporation provides communications services to residential and business customers in urban, suburban, and rural communities in the United States. GBG USA: Case Summary & 50 Largest Unsecured Creditors ------------------------------------------------------ Lead Debtor: GBG USA Inc. 350 Fifth Ave 10th Floor New York, NY 10118 Business Description: The Debtors, together with their non-Debtor affiliates comprise a branded apparel, footwear and brand management company with operations in North America, Europe, and Asia. Chapter 11 Petition Date: July 29, 2021 Court: United States Bankruptcy Court Southern District of New York Eleven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- GBG USA Inc. (Lead Case) 21-11369 Jimlar Corporation 21-11372 GBG North America Holdings Co., Inc. 21-11370 Homestead International Group Ltd. 21-11373 IDS USA Inc. 21-11374 MESH LLC 21-11375 Frye Retail, LLC 21-11376 Krasnow Enterprises, Inc. 21-11377 Pacific Alliance USA, Inc. 21-11379 GBG Spyder USA LLC 21-11371 Krasnow Enterprises Ltd. 21-11378 Judge: Hon. Michael E. Wiles Debtors' Legal Counsel: Rachel C. Strickland, Esq. Andrew S. Mordkoff, Esq. Ciara A. Copell, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 Email: rstrickland@willkie.com Debtors' Restructuring Advisor: ANKURA CONSULTING GROUP, LLC 485 Lexington Avenue New York, NY 10017 Debtors' Financial Advisor: DUCERA PARTNERS LLC 11 Times Square 36th Floor, New York, NY 10036 Debtors' Claims, Noticing, & Solicitation Agent: PRIME CLERK LLC One Grand Central Place 60 East 42nd Street, Suite 1440 New York, NY 10165 Estimated Assets: $1 billion to $10 billion Estimated Liabilities: $1 billion to $10 billion The petitions were signed by Mark Caldwell as chief financial officer. A full-text copy of GBG USA Inc.'s petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/USVMMJA/GBG_USA_Inc__nysbke-21-11369__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. KR Hollywood, LLC Rent Undetermined c/o Kilroy Realty Corporation 12200 West Olympic Blvd, Suite 200 Los Angeles, CA 90064 Tel: 310-481-8400 Email: lphillips@kilroyrealty.com 2. Kenneth Cole Productions, Inc. Royalties $6,000,000 1 Harmon Plaza, Suite 400 Secaucus, NY07094 Tel: 201-583-8624 Email: ssanchez@kennethcole.com 3. Authentic Brands Group, LLC Royalties $3,561,713 1411 Broadway, 4th Floor New York, NY 10018-3460 Email: legaldept@abg-nyc.com 4. ESRT 1333 Broadway, LLC Rent $2,489,682 4 Chase Metrotech CTR RE#28628 7th Floor East Brooklyn, NY 11245 Tel: 212-736-3100 Email: grichards@empirestaterealtytrust.com 5. PPF RTL 113 Spring Street, LLC Rent $2,168,972 PO Box 62013 New Orleans, LA 70162-2013 Contact: Morris Brown Tel: 212-204-3450 x202 Email: mbrown@centurionre.com 6. Brand Matter, LLC Royalties $1,997,412 1065 Avenue of the Americas, 30/F New York, NY 10018 Contact: Charie Bang Email: cbang@sbg-ny.com 7. 144 5th Retail LLC Rent $1,511,066 500 Fifth Avenue, 54th Floor New York, NY 10110 Contact: Jeff Sutton Email: js@jeffsutton.com 8. PRISA LHC, LLC Rent $1,437,953 CN 4000 Forsgate Drive PRLHC N.E. Business Park 1 Cranbury, NJ 08512 Contact: Boris Kaplan Tel: 732-521-2900 Email: bkaplan@matrixcompanies.com 9. NewGlo Associates 284, LLC Rent $1,405,979 800 Boylston Street, Suite 1300 c/o The Wilder Companies, Ltd. Boston, MA 02199 Contact: Matthew K. Joyce Tel: 617-896-4924 Email: mjoyce@wilderco.com 10. Wisconsin Avenue Holdings LLC Rent $1,229,750 200 Summit Drive, Suite 210 Burlington, MA 01803 Contact: 781-328-4325 Email: nbouthilller@goodwinptnrs.com 11. Ross Procurement, Inc. Rent $1,143,054 5130 Hacienda Drive Dublin, CA 94568 Contact: Arthur Cordaro Email: arthur.cordaro@cbre.com 12. Tysons Corner LLC Rent $935,152 1961 Chain Bridge Road Suite 105 McLean, VA 22102-4501 Tel: 866-811-1095 Email: tysonscorner_ar@macerich.com 13. Dakine IP Holdings LP Royalties $860,000 50 West 57th Floor New York, NY 10019 Contact: Kevin McNamara Tel: 646-661-7747 Email: kmcnamara@marqueebrands.com 14. Northpark Partners, LP Rent $676,395 PO Box 22684 Dallas, TX 75222-6864 Email: 214-369-1234 Email: jtanzola@northparkcntr.com 15. SAP America Inc. IT $569,164 P.O. Box 7780-824024 Philadelphia, PA 19182 Tel: 650-847-2663 Email: financeAR@SAP.com 16. Southpark Mall Limited Rent $556,126 Partnership PO Box 409276 Atlanta, GA 30384-9276 Contact: Zoe Bogart TEl: 317-685-7292 Email: zoe.bogart@simon.com 17. IBM China/Hong Kong Limited IT $503,500 10/F, PCCW Tower, Taikoo Place Hong Kong, Hong Kong Tel: 852-282-57418 Email: vchan@hki.ibm.com 18. Koury Ventures LP Rent $495,982 2275 Vantstory Street, Suite 200 Greensboro, NC 27403 Email: info@kourycorp.com 19. Roosevelt Field Rent $494,724 PO Box 772854 Chicago, IL 60677-2854 Contact: Kevin Shresbury Email: kevin.shrewsbury@simon.com 20. The Media Project LLC Trade Vendor $462,975 46 Bounty Street Metuchen, NJ 08840 Email: evanz@themediaprojectagency.com 21. AETNA Life and Casualty Benefits $450,685 (Bermuda) PO Box 21673 Chicago, IL 60673-1216 Tel: 860-273-5636 Email: warner@aetna.com 22. Radial, Inc. Trade Vendor $417,115 PO Box 204113 Dallas, TX 75320-4114 Tel: 561-737-5434 Email: thompsonl@radial.com 23. University Village, LP Rent $387,040 PO Box 24702 Seattle, WA 98124-0702 Tel: 206-523-0622 Email: controller@uvillage.com 24. Jamestown PCM Master Tenant, LP Rent $363,863 675 Ponce De Leon Ave. NE Ste 100 Atlanta, GA 30308 Tel: 404-900-7900 Email: pcmmanagement@jamestownlp.com 25. JLO Holding Company, LLC Royalties $359,899 c/o Murphy & Kress, Inc. 2401 Main Street Santa Monica, CA 90405 Contact: Lisa Peier Tel: 310-804-2485 Email: lisa@jlopezent.com 26. Citibank Trade Vendor $309,429 388 Greenwich Street New York, NY 10013 Contact: Caroline Morgis Tel: 212- 816-5312 Email: caroline.morgis@citi.com 27. Suzhou Hongyang Textile Trade Vendor $308,313 No. 288 Zhennan East Road, Zhenze, Suzhou, 100 215321 China Email: fiona@jointex.cn 28. Bluestar Alliance LLC Trade Vendor $300,000 240 Madison Avenue, 15th Floor New York, NY 10016 Contact: Joseph Sutton Email: jsutton@bluestarall.com 29. CenturyLink Utilities $271,512 PO Box 1319 Charlotte, NC 28201-1319 Email: nicolas.henry@centurylink.com 30. Area Twelve LLC Trade Vendor $246,634 16 Highland Avenue Sea Cliff, NY 11579 Email: michael@areatwelve.com 31. All Saints Retail Limited Royalties $244,783 6 Corbet Place, Unit C15-C17 Jack's Place London, E1 6NN Great Britain Tel: 207-392-8061 Email: accountsreceivable@allsaints.com 32. Fritz Farm Retail Company LLC Rent $237,500 2222 Arlington Avenue Birmingham, AL 35205 Email: jdrum@bayerproperties.com 33. SoftwareOne Hong Kong Limited IT $232,569 7/F the Rays 71 Hung to Road Kwun Tong, Hong Kong Contact: Kyvans Hon Email: kyvans.hon@softwareone.com 34. Crowell & Moring LLP Trade Vendor $226,158 590 Madison Avenue New York, NY 10022 Contact: Paul J. Pollock Tel: 212-895-4216 Email: ppollock@crowell.com 35. FEDEx Transportation & $222,735 PO Box 7221 Logistics Pasadena, CA 91109-7321 Contact: Roseann Findeisen Tel: 800-548-3020 Email: rtfindeisen@fedex.com 36. C/O 35 East 75th Street Corp. Rent $215,636 PO Box 350 Emerson, NJ 07630 Contact: Kenia Encarnacion Tel: 2126928344 Email: kenia.encarnacion@ellimanpm.com 37. Domain Northside Retail Property Rent $199,733 500 West 5th Street, Suite 700 Austin, TX 78701 Email: KSTAFFORD@ENDEAVOR-RE.COM 38. Winston Support Services, LLC Trade Vendor $196,639 122 East 42nd Street, Suite 320 New York, NY 10168 Contact: Ray McCourt Tel: 2126821056 Email: rmccourt@winstonstaffing.com 39. GRAJ and Gustavsen Inc. Trade Vendor $187,500 210 Fifth Avenue Suite 800 New York, NY 10010 Contact: Peter Hawkins Email: peterj@ggny.com 40. Fillmore Street Associates, LLC Rent $160,000 200 Fillmore Street, Suite 400 Denver, CO 80206 Contact: 303-332-5700 Email: jpetty@john@westdevgrp.com 41. IPERS Brea/Golden State Business Rent $152,572 Golden State Business Park-5 PO Box 6234 Hicksville, NY 11802-6234 Contact: Linda Kight Email: linda.kight@transwestern.com 42. Brookwood Properties Holdings Rent $152,375 138 Conant Street Beverly, MA 01915 Contact: 9787207500 Email: MABBOTT- WALSH@BROOKWOODFINANCIAL.COM 43. Google, Inc. Trade Vendor $143,310 Dept. 33654 PO Box 39000 San Francisco, CA 94139 Email: collections@google.com 44. PTC Inc. IT $142,280 29896 Network Place Chicago, IL 60673-1298 Email: ar-credit@ptc.com 45. EL Toro Interactive, LLC Trade Vendor $136,381 2 University Plaza, Suite 100 Hackensack, NJ 07601 Contact: Maria Ciminata Email: maria@acadaca.com 46. Sungard Availability IT $135,840 Services, LP PO Box 776896 Chicago, IL 60677-6896 Email: as.custserv@sungardas.com 47. Port Logistics Group Transportation & $123,678 288 Mayo Avenue Logistics City of Industry, CA 91789 Contact: Joann Lombardi Tel: 9732491230 Email: joann.lombardi@whiplash.com 48. IBM Credit LLC Trade Vendor $122,751 PO Box 643600 Pittsburgh, PA 15264-3600 Email: ASKUSAR@CA.IBM.COM 49. Verizon Wireless Utilities $111,534 PO Box 660108 Dallas, TX 75266-0108 Contact: Rupert Jones Email: rupert.jones@verizonwireless.com 50. Nuorder Inc. Trade Vendor $111,000 Suite 175M Avenue of the Stars Los Angeles, CA 90067 Contact: Grace Phan Tel: 3109519631 GBG USA: Starts Voluntary Chapter 11 Proceedings ------------------------------------------------ GBG USA Inc., an indirect wholly-owned subsidiary of Global Brands Group Holding Limited (the "Group"), announced on July 29, 2021, that the North America wholesale business and certain subsidiaries and affiliates (together "GBG USA") have commenced voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the Southern District of New York (the "Court"). The Group's global Brand Management and Europe wholesale businesses are separate legal entities from GBG USA, not included in this filing and continue to maintain ongoing operations. In conjunction with the filing, GBG USA has entered into an asset purchase agreement ("APA") with WH AQ Holdings LLC (as purchaser) and Hilco Brands LLC (as guarantor) (together, the "Stalking Horse Bidder"), pursuant to which the Stalking Horse Bidder will serve as the stalking horse bidder in a court-supervised sale process for GBG USA's Aquatalia brand and business. The stalking horse bid provides a purchase price of $17.3 million and the APA is subject to higher or otherwise better offers, among other conditions. GBG USA is also pursuing the sale of a substantial portion of its remaining assets, including Ely & Walker, AIRBAND, MagnaReady, Yarrow, b New York and JUNIPERunltd, in accordance with Section 363 of the U.S. Bankruptcy Code and court-approved bidding procedures. These actions follow the recent sale of the Group's South Korean Spyder business to Alpha Vista Investment Co., Ltd., the sale of Spyder USA's inventory and related assets to Liberated-Spyder LLC, and the sale of Frye's inventory and related assets to ABG Frye LLC. "Over the past eighteen months the retail landscape has been greatly impacted by COVID-19, creating hardships for us and many others across our industry. Our business has also been impacted by ongoing structural shifts in the retail industry, as well as persistent geopolitical tensions that have disrupted supply chains. These factors have been especially detrimental to GBG USA," said Rick Darling, Chief Executive Officer of Global Brands Group. "We have taken significant steps over the last year to strengthen GBG USA's financial position while also conducting a thorough review of all strategic options for GBG USA and its brands. This process resulted in the successful sales of our South Korean Spyder retail operation, the inventory and related assets for two of our brands, Spyder and Frye, and an APA for our Aquatalia brand and business. As for GBG USA's remaining assets, we determined that a Court-supervised process to facilitate a sale is the best course of action to maximize value for all stakeholders and address the financial position of GBG USA and the Group in a fair and transparent manner. GBG USA has compelling brands and products and a highly talented team, and we believe this process represents the best opportunity for GBG USA’s employees and business." Mr. Darling continued, "The U.S. proceedings do not involve the Group's separate European wholesale and Brand Management businesses, which are continuing to maintain ongoing operations. We have taken and continue to take measures to help improve performance, reduce the cost base and improve working capital of the European wholesale business. The Brand Management business remains robust and profitable. I am extremely grateful to our employees across the globe who have demonstrated agility and dedication while continuing to serve our customers and supply chain partners in this period of uncertainty." The recent sales of Spyder and Frye's inventory and related assets provided GBG USA with cash collateral to meet its immediate liquidity needs. This has also reduced the need for supplemental debtor-in-possession ("DIP") financing for the Chapter 11 process. GBG USA has further received $16 million in DIP financing from ReStore Capital, LLC to support its additional liquidity needs during the Chapter 11 cases. The DIP facility, coupled with the consensual use of cash collateral, should provide GBG USA with sufficient funding to implement its sale strategy in an orderly manner and to maximize value for all stakeholders. GBG USA has also filed a number of customary motions with the Court seeking authorization to support its operations, including authority to continue payment of employee wages and maintain healthcare benefits and other relief measures customary in these circumstances. Additional information regarding GBG USA's financial restructuring, including court filings and information about the claims process, are available at https://cases.primeclerk.com/gbg or by calling the GBG USA's claims agent, Prime Clerk, at 877-635-8928 (toll-free in the U.S. or Canada) or 929-203-3305 (for parties outside the U.S.) or sending an email to gbginfo@primeclerk.com. Willkie Farr & Gallagher LLP is serving as GBG USA's legal counsel. Ankura Consulting Group is serving as GBG USA's restructuring advisor and Ducera Partners is serving as GBG USA’s financial advisor. About Global Brands Group Holding Limited Global Brands Group Holding Limited (SEHK Stock Code: 787) is a leading branded apparel and footwear company. The Group designs, develops, markets and sells products under a diverse array of owned and licensed brands. The Group's Europe wholesale business operates under legal entities entirely separate and independent from the wholesale business in North America. It primarily supplies apparel, footwear and accessories to retailers and consumers across Europe under licenses separately entered into by the Europe entities of the Group. The Group's global brand management business operates on a different business model and is distinctly separate from the wholesale businesses in North America and Europe. Global Brands' innovative design capabilities, strong brand management focus, and strategic vision enable it to create new opportunities, product categories and market expansion for brands on a global scale. GBG USA is a company incorporated under the laws of Delaware and is an indirect wholly owned subsidiary of the Company. GBG USA is primarily engaged in operating the wholesale and direct-to-consumer footwear and apparel business in North America. GBG USA and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In the petition signed, GBG estimated both assets and liabilities between $1 billion and $10 billion. The cases are handled by Honorable Judge Michael E Wiles. Willkie Farr & Gallagher LLP is the Debtors' counsel. Ankura Consulting Group, LLC, is the Debtors' restructuring advisor. Ducera Partners LLC is the Debtors' financial advisor. Prime Clerk LLC is the claims and noticing agent. GENTREE LLC: Taps Gallagher & Kennedy as Bankruptcy Counsel ----------------------------------------------------------- Gentree, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Gallagher & Kennedy, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include: a. providing legal advice with respect to the powers and duties of the Debtor in the continued operation of its business and management of its property; b. preparing legal papers; c. appearing in court; d. assisting the Debtor with the collection and disposition of its assets by sale or otherwise; e. assisting the Debtor with ongoing corporate and regulatory legal needs; f. representing the Debtor in any future collection or other litigation commenced (or to be commenced) by or against the Debtor; g. assisting the Debtor in preparing and confirming a Chapter 11 plan; and h. representing the Debtor in connection with all aspects of its bankruptcy case. The firm's hourly rates are as follows: Dale C. Schian $650 per hour Kortney K. Otten $375 per hour Shareholders $425 to $650 per hour Associates $325 to $395 per hour Paralegals $260 to $285 per hour Gallagher & Kennedy received a retainer in the amount of $50,000 and will receive reimbursement for out-of-pocket expenses incurred. Dale Schian, Esq., a partner at Gallagher & Kennedy, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Gallagher & Kennedy can be reached at: Dale C. Schian, Esq. Kortney K. Otten, Esq. Gallagher & Kennedy, P.A. 2575 East Camelback Road Phoenix, AZ 85016-9225 Tel: (602) 530-8000 Fax: (602) 530-8500 Email: kortney.otten@gkent.com About Gentree LLC Gentree LLC, a privately held company in Phoenix, Ariz., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-05347) on July 12, 2021. Taylor Robinson, authorized agent of 7101 Management, LLC, signed the petition. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Dale C. Schian, Esq., at Gallagher & Kennedy, P.A., represents the Debtor as legal counsel. GEON PERFORMANCE: Moody's Gives B2 CFR & Rates $600MM Term Loan B2 ------------------------------------------------------------------ Moody's Investors Service assigned GEON Performance Solutions, LLC a B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 rating to the company's proposed $600 million seven-year senior secured term loan. Moody's also assigned a B2 rating to the $60 million senior secured revolving credit facility. Proceeds from the term loan, along with $60 million in cash from the balance sheet, will be used to refinance $477 million of existing debt, issue a $160 million dividend to shareholders and pay related fees and expenses. The outlook is stable. The assigned ratings are subject to review of final documentation and no material change to the size, terms and conditions of the transaction as communicated to Moody's. "GEON's financial performance has rebounded nicely from the pandemic as demand for PVC in key end markets has been strong; however, the sizable amount of debt and dividend are offsetting factors to the credit profile," said Domenick R. Fumai, Moody's Vice President and lead analyst for GEON Performance Solutions, LLC. Assignments: Issuer: GEON Performance Solutions, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: GEON Performance Solutions, LLC Outlook, Assigned Stable RATINGS RATIONALE GEON's B2 rating is constrained by significant exposure to cyclical end markets such as the building and construction, transportation, industrial and appliances industries. The credit profile further considers GEON's relatively small scale and substantial geographic concentration in North America. The rating is further tempered by the fragmented nature of the compounding business with relatively low barriers to entry. The rating is also limited by aggressive financial policies as the private equity sponsors are expected to extract a sizable dividend by increasing debt. The B2 CFR reflects GEON's extensive industry expertise with a leading position in the polyvinyl chloride (PVC) compounding market and as one of the top independent polypropylene (PP) formulator and considerable expertise in other polymers such as polyethylene, polycarbonates and nylons. GEON has a large, well-established manufacturing footprint, which provides a competitive advantage in PVC compounding, and possesses strong R&D capabilities. The rating also assumes that GEON will maintain its competitive position to offset any unanticipated prolonged economic downturn. Many of the company's end markets were challenged by weak economic conditions as a result of the coronavirus pandemic. However, these end markets are recovering as the pandemic subsides and economic growth is robust. Moody's projects US GDP growth of 6.5% in 2021, which has caused very strong demand growth and expanding margins in the first half of 2021. This should also provide a favorable volume growth and margin environment in the second half of 2021. Moody's expects significant revenue and EBITDA growth in FY 2021 from last year, resulting in credit metrics that are well-positioned for the rating. Moody's forecasts DEBT/EBITDA, including Moody's standard adjustments, to improve from mid-5x at the end of last year to approximately 4.0x in FY 2021. GEON's rating benefits from a well-known brand name and a diverse customer base with stable, long-term relationships. GEON's rating also incorporates low capital expenditure requirements due to its asset-light business model, which should enable the company to translate most of the EBITDA growth into free cash flow. ESG CONSIDERATIONS As a specialty chemicals company, GEON's environmental risks are considered high. Although GEON does not manufacture PVC, concerns around plastic waste are likely to lead to increased regulations or deselection in non-durable consumer applications over time, which is a relatively small end market for PVC. Additionally, concerns over the phase out of phthalate plasticizers in most consumer applications is an ongoing risk. These plasticizers have adverse health effects (endocrine disruptors) in humans and animals. However, there are an increasing number of higher molecular weight and non-phthalate alternatives, which do not exhibit similar adverse health effects. Plasticizers are used in most PVC applications to make the end products more flexible, transparent and durable. GEON is likely to benefit from favorable demographic trends as global standards of living continue to improve, which should lead to increased consumption of PVC and PP, two of the most widely used plastics. Additionally, PVC and polypropylene are increasingly consumed as lighter-weight substitutes for other materials to improve energy efficiency and reduce emissions in vehicles. Positively, there are a number of sustainability benefits to using PVC as it is not a single use product and thereby offers the possibility for enhanced recycling solutions. GEON is targeting a number of sustainability initiatives to be completed by 2025 including reducing solid waste to landfills, cutting electrical consumption by 15% and lowering greenhouse gas emissions though increasing renewable energy sources. Governance risks are above-average due to the private equity ownership, which includes a limited number of independent directors on the board, reduced financial disclosure requirements as a private company and more aggressive financial policies compared to most public companies. The stable outlook assumes that GEON's financial and operational performance will improve in 2021 as volumes, revenues and EBITDA grow because of the economic recovery. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the rating with expectations for adjusted financial leverage (Debt/EBITDA) sustained below 3.5x, retained cash flow-to-debt (RCF/Debt) above 15% on a sustained basis, the company continues to demonstrate sufficient operational progress as a standalone entity and its sponsors adhere to more conservative financial policies, including absolute debt reduction and no further dividends to shareholders. An upgrade would also require increased scale and geographic diversity. Moody's could downgrade the rating with expectations for sustained adjusted financial leverage exceeding 5.0x, negative free cash flow for a sustained period, deterioration in liquidity, a significant debt-financed acquisition or a sizable dividend to the sponsor. GEON has a good liquidity profile and Moody's expects the company will maintain cash on the balance sheet of at least $25 million and full availability under its $60 million revolving credit facility. Moody's also expects the company to generate positive annual free cash flow of at least $25 million in FY 2022. The debt capital structure is expected to be comprised of the proposed $600 million 7-year senior secured term loan and a $60 million 5-year senior secured revolving credit facility. The B2 ratings assigned to the term loan and revolving credit facility are in line with the B2 CFR, reflecting the preponderance of secured debt. The term loan does not contain any financial maintenance covenants while the revolving credit facility has a springing first lien leverage ratio covenant that is triggered when the facility borrowings at the end of the quarter exceeds 35% of the total commitment. The new credit facilities are expected to provide covenant flexibility that if utilized, could negatively impact creditors including an incremental first lien facility not to exceed the greater of $145 million and 100% of consolidated EBITDA, plus an unlimited amount subject to a first lien net leverage ratio on the closing date for pari passu senior secured debt. Amounts up to the greater of $145 million and 100% of consolidated EBITDA may be incurred with an earlier maturity date than the initial term loans. Only wholly-owned subsidiaries must provide guarantees, raising the risk of potential guarantee release; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. Collateral leakage is permitted through transfers of assets to unrestricted subsidiaries subject to carve-out capacity and other conditions; there are no express "blocker" provisions restricting such transfer of specified assets to unrestricted subsidiaries. There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. The principal methodology used in these ratings was Chemical Industry published in March 2019. GEON Performance Solutions, LLC, headquartered in Westlake, OH, was formed after SK Capital Partners completed the acquisition of Avient's (fka PolyOne Corporation) Performance Products & Solutions business in October 2019. GEON is the leading polyvinyl chloride compounder for the building and construction, industrial and wire and cable end markets, a top 4 independent polyolefin formulator and also provides contract manufacturing services for customers. The company operates in two primary segments, Vinyl and Engineered Polymer Solutions. GEON reported revenue of $579 million for the fiscal year-ended December 31, 2020. GREENBIER COMPANIES: Egan-Jones Keeps BB Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on July 13, 2021, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Greenbrier Companies, Inc. Headquartered in Lake Oswego, ‎Oregon‎, Greenbrier Companies, Inc. supplies transportation equipment and services to the railroad and related industries. HARRIS CRC: Seeks to Use Cash Collateral Thru November 30 --------------------------------------------------------- Harris CRC, Inc. asked the U.S. Bankruptcy Court for the Northern District of Texas to authorize its interim use of cash collateral from July 12 through and until November 30, 2021, pursuant to the budget. The Debtor has immediate need to use the cash collateral to pay for its operating expenses, including wages, utilities, materials and consumables used in its construction business. The proposed budget for the period of July 12 through August 31, 2021 provided for these expenses: Week Beginning Total Expenses -------------- -------------- July 12, 2021 $4,398 July 19, 2021 $7,471 July 26, 2021 $7,456 August 2, 2021 $39,381 August 9, 2021 $47,181 August 16, 2021 $18,231 August 23, 2021 $14,631 August 31, 2021 $14,631 Happy State Bank (HSB) may hold a prepetition lien on the cash collateral on account of a prepetition loan the Debtor obtained from HSB. In April 2019, the Debtor borrowed from HSB $278,151, evidenced by a real estate lien note executed in favor of HSB. The Note is secured by liens on certain of the Debtor's real and personal property. As adequate protection, the Debtor proposed to grant HSB replacement liens against the property of the estate coextensive with the lender's prepetition liens, with the super priority pursuant to Section 361(2) of the Bankruptcy Code. A copy of the motion is available for free at https://bit.ly/3ycXWJP from PacerMonitor.com. The Debtor said it will submit a budget through November 30, 2021 prior to the final hearing. Counsel for the Debtor: Patrick A. Swindell, Esq. Swindell Law Firm 1619 S. Kenturky St., Bldg. B202 Amarillo, TX 79102 Telephone: (806) 374-7979 Facsimile: (806) 374-1991 Email: pat@swindellandassociates.com About Harris CRC, Inc. Harris CRC, Inc. owns and operates a construction company in Stinnett, Texas that builds steel/metal buildings. The company filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-20161) on July 12, 2021. On the Petition Date, the Debtor estimated $100,000 to $500,000 in both assets and liabilities. The Debtor's president, Michael Harris, also filed a Subchapter V petition (Bankr. N.D. Tex. Case No. 21-20162) on July 12. A request for joint administration of the cases is pending in Court. Swindell Law Firm serves as counsel for both Debtors. HAVEN FORT MYERS: Case Summary & 10 Unsecured Creditors ------------------------------------------------------- Debtor: Haven Fort Myers, LLC 13379 McGregor Blvd. Suite 2 Fort Myers, FL 33919 Business Description: Haven Fort Myers, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 29, 2021 Court: United States Bankruptcy Court Middle District of Florida Case No.: 21-00989 Debtor's Counsel: Edmund S. Whitson, III, Esq. ADAMS AND REESE LLP 101 E. Kennedy Blvd., Suite 400 Tampa, FL 33602 Tel: (813) 227-5542 E-mail: edmund.whitson@arlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Chittranjan Thakkar, its managing member. Copies of the Debtor's petition and a list of the Debtor's 10 unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NRYZ6EI/Haven_Fort_Myers_LLC__flmbke-21-00989__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/N2IABEA/Haven_Fort_Myers_LLC__flmbke-21-00989__0001.2.pdf?mcid=tGE4TAMA HAWAIIAN HOLDINGS: Reports $6.2 Million Net Loss in Second Quarter ------------------------------------------------------------------ Hawaiian Holdings Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $6.18 million on $410.78 million of total operating revenue for the three months ended June 30, 2021, compared to a net loss of $106.90 million on $60 million of total operating revenue for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $66.87 million on $593 million of total operating revenue compared to a net loss of $251.28 million on $619.15 million of total operating revenue for the six months ended June 30, 2020. As of June 30, 2021, the Company had $5.22 billion in total assets, $1.44 billion in total current liabilities, $1.89 billion in long-term debt, $1.28 billion in total other liabilities and deferred credits, and $610.47 million in total shareholders' equity. "We made meaningful strides toward recovery during the second quarter, propelled by continued strong demand on our US mainland routes," said Peter Ingram, Hawaiian Airlines president and CEO. "It is encouraging to see how far we've come and I am optimistic about our continued recovery. My immense appreciation goes out to our team, who continues to embrace our purpose, in spite of the challenges facing them." As of June 30, 2021, the Company had: * Unrestricted cash, cash equivalents and short-term investments of $2.2 billion, up $304 million from March 31, 2021 * Outstanding debt and finance lease obligations of $2.2 billion, up $22 million from March 31, 2021 * Air traffic liability of $823 million, up $136 million from March 31, 2021 The Company further enhanced its liquidity position during the second quarter of 2021 with $173.4 million in grants and $31.4 million in loans pursuant to the Payroll Support Program Extension Agreement and Payroll Support Program 3 Agreement with the U.S. Department of the Treasury. As of June 30, 2021, the Company had $2.4 billion in liquidity, including the undrawn portion of its $235 million revolving credit facility. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1172222/000117222221000075/ha-20210630.htm About Hawaiian Holdings Hawaiian Holdings, Inc.'s primary asset is sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. The Company is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the Neighbor Island routes) and between the Hawaiian Islands and certain cities in the United States (the North America routes together with the Neighbor Island routes, the Domestic routes), and between the Hawaiian Islands and the South Pacific, Australia, New Zealand and Asia (the International routes), collectively referred to as its Scheduled Operations. Hawaiian Holdings reported a net loss of $510.93 million for the year ended Dec. 31, 2020, compared to net income of $223.98 million for the year ended Dec. 31, 2019. * * * As reported by the TCR on April 12, 2021, S&P Global Ratings revised its ratings outlook to positive from negative and affirmed its 'CCC+' issuer credit rating on Hawaiian Holdings Inc. (parent of Hawaiian Airlines). "The positive outlook indicates that we could raise our ratings on Hawaiian if we see sustained improvements in traffic resulting in funds from operations (FFO) to debt improving to at least the mid-single-digit-percent area in 2022 and further in 2023, with the company also continuing to maintain adequate liquidity. HCA HEALTHCARE: S&P Alters Outlook to Positive, Affirms 'BB+' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its ratings, including the 'BB+' issuer credit rating on HCA Healthcare Inc. S&P said, "The positive outlook reflects our belief that HCA's credit profile, with its improving competitive position and projected adjusted leverage below 3.5x, is consistent with an investment-grade rating, assuming the company remains committed to a conservative financial policy and a moderate acquisition pace. "HCA has been performing above our expectations. HCA's recovery from the pandemic has been faster and stronger than we expected. The rapid pace of recovery has been led by very strong patient volume and high acuity, which has driven significant revenue growth. HCA's equivalent admissions has fully recovered to its pre-pandemic level and it is close to its pre-pandemic level of emergency room visits. These factors have led to revenue and cash flow that have been above our expectations. "Our revised projections are more favorable than our pre-pandemic expectations. We do not expect this pace of improvement to be sustained. We expect underlying patient volume factors such as acuity, mix of services, and payor mix to migrate closer to historical levels. In fact, the sequential trend of net revenue per equivalent admission may suggest this is underway. While this measure is 16.2% higher in the first half of 2021 compared with 2019 (pre-pandemic), it declined 6.3% sequentially in the second quarter 2021 compared with the first quarter. Still, given the extent that performance has exceeded our expectations, we expect that even with a reasonable degree of conservatism to account for moderating trends, that our new revised projections will still exceed our pre-pandemic projections for at least thru 2021. Furthermore, we think there are several factors suggesting performance may remain stronger than earlier expectations because there's a relatively good likelihood acuity remains at some level higher than pre-pandemic levels and also that HCA may be able to permanently retain some cost efficiencies it learned originally out of necessity during the trough of the pandemic." There remains significant uncertainty in the health care landscape. The health care industry is emerging from an unprecedented pandemic. While for-profit health care systems, including HCA, seem to be recovering well and prospects are encouraging, there remains significant uncertainty beyond the next year. S&P believes there is some risk to hospital companies beyond this timeframe because the recovery to date may not be based on underlying operating factors that will ultimately define "the new normal." In fact, the pandemic may ultimately accelerate trends that were ongoing prior to its onset and could be a greater threat to hospitals such as a faster migration to value-based care, which is intended to keep patients away from the high cost of hospital care. Moreover, technologies such as telehealth, and at-home medical devices are now more widely accepted and could change medical practice patterns. S&P said, "While we don't expect this year's share buybacks to be the norm, we expect them to be near or slightly in excess of free cash flow. We expect HCA to repurchase nearly $9 billion in 2021, though we expect this pace to moderate significantly. The company had suspended share repurchases in 2020, and with the this year's very strong cash flow and cash from asset sales, it has the capacity to conduct large share repurchases. The company has traditionally been shareholder friendly, but we expect that it will revert to its long-time trend of limiting share buybacks and dividends at a level closer to its annual free cash flow." The positive outlook reflects S&P Global Ratings' view that HCA Healthcare is well-positioned to extend its recent performance notwithstanding the uncertainty about the direction of the industry as the pandemic subsides and of its financial policy and commitment to investment-grade ratings. S&P said, "We could revise the outlook to stable if we believe it will become significantly more aggressive in its pursuit of debt-financed buybacks or acquisitions that result in leverage sustained above 4.0x. "We could raise the rating if we believe the company will sustain leverage below 3.5x and funds from operations (FFO) to adjusted debt remains in the high-teens to low-20% range. While we do believe HCA is well positioned to manage through greater uncertainty in the industry than we've experienced in many years including the likelihood for margin pressure as operating trends return closer to pre-pandemic levels, we believe an upgrade is predicated largely on its financial policies." HESS MIDSTREAM: Equity Repurchase No Impact on Moody's Ba2 CFR -------------------------------------------------------------- Moody's Investors Service said that Hess Midstream LP's (HESM, unrated) plan to repurchase equity of its operating subsidiary, Hess Midstream Operations LP (HESM Opco, Ba2 stable), funded with debt incurred by that subsidiary has not affected HESM Opco's ratings, including its Ba2 Corporate Family Rating and Ba3 senior notes rating, nor its stable outlook. While the transaction meaningfully increases financial leverage, the company's leverage was low and remains well within the range acceptable for its rating. HESM Opco has visible earnings growth to reduce leverage to within its stated target of 3.0x Debt/EBITDA in less than a year. HESM announced that it will repurchase $750 million of HESM OpCo's Class B Units from Hess Corporation (HES, Ba1 stable) and Global Infrastructure Partners (GIP, unrated), who control HESM through their joint ownership of HESM's general partner. The unit repurchase is expected to be funded by additional debt at HESM OpCo. Concurrently, HESM announced it will be increasing the distribution per Class A Share by 10% and will target increasing the distribution by 5% annually through 2023. Moody's views this debt-funded share repurchase as credit negative, with pro forma LTM Debt/EBITDA as of June 30, 2021 increasing by almost a full turn to around 3.2x. However, the company has publicly maintained its leverage target of 3.0x and expects to be at that level by year end 2021 and below that in 2022. Additionally, Moody's expects HESM to maintain its distribution coverage ratio around 1.4x and EBITDA/Interest above 8.0x, comfortably covering its obligations and supporting the Ba2 CFR. Due to the nature of HESM's contracts and reduced capital investment requirements, there is a clear line of sight towards deleveraging primarily through EBITDA growth and some debt reduction funded with free cash flow. Hess Midstream LP is a publicly traded midstream energy company that conducts all of its operations through its subsidiary Hess Midstream Operations LP, which owns all the entity's operating assets and issues all of its debt. The company provides natural gas and crude oil gathering and pipelines, processing and storage, terminals and rail connectivity, and water gathering and disposal services to its primary customer, Hess Corporation, in its Bakken Shale operations. Hess Corporation and Global Infrastructure Partners each own 50% of HESM's non-economic general partner and around 45% each the equity ownership in HESM, on a consolidated basis, with about 10% owned by the public following the planned equity repurchase. HOST HOTELS: Egan-Jones Keeps BB Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on July 12, 2021, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Host Hotels & Resorts, L.P. Headquartered in Maryland, Host Hotels & Resorts, L.P. operates as a real estate investment trust. IFRESH INC: Receives Favorable Default Award in Arbitration Case ---------------------------------------------------------------- iFresh Inc. received a notice that the International Centre for Dispute Resolution issued a default award in the Company's favor on July 21, 2021. iFresh was awarded the unpaid termination fee of $932,732, the difference between the actual expenses of $3,707,732 incurred by the Company in connection with the contemplated acquisition of the outstanding issued shares and other equity interests in Xiaotai International Investment Inc. from Xiaotai shareholders and the payment previously made of $2,707,732 by Xiaotai parties prior to the date of the termination notice. In addition, the Company was also awarded pre-judgement interest for breach of contract of $2,069. The arbitration fees and expenses are to be borne equally by the Company and Xiaotai parties. The Company intends to pursue the ICDR's decision in China after conclusion of the Chinese court's procedures; however, recovery cannot be guaranteed. As previously disclosed, on June 7, 2019, iFresh entered into a Share Exchange Agreement with Xiaotai International Investment Inc. and the equity holders of Xiaotai International, pursuant to which the Company would acquire all of the outstanding issued shares and other equity interests in Xiaotai from the Xiaotai shareholders in exchange for 254,813,383 shares of the Company's common stock to be issued to the Xiaotai shareholders. Xiaotai operated through its variable interest entity, Zhejiang Xiaotai Technology Co. Ltd. in China. As disclosed in a current report on Form 8-K filed on Nov. 5, 2019, the Company received news regarding an ongoing investigation of Zhejiang Xiaotai by the Hangzhou Police Department, Binjiang Branch through a public notice released by the Hangzhou Police on Nov. 3, 2019. Zhejiang Xiaotai was alleged to have conducted illegal fundraising from the public. The report also stated that several executives of Zhejiang Xiaotai have been detained and are being held in custody. On Nov. 5, 2019, the Company issued written notice to Xiaotai and Xiaotai shareholders to terminate the Agreement effective immediately pursuant to the termination provisions of the Agreement. On May 14, 2021, the Company initiated an arbitration proceeding with the International Centre for Dispute Resolution of the American Arbitration Association (ICDR Case No. 01-21-0003-8581) seeking to recover from Xiaotai parties a termination fee for an aggregate amount of $3,739,285. Among other things, the Company claimed that Xiaotai and Xiaotai shareholders had breached the representations and warranties in the Agreement entitling the Company to terminate the Agreement and recover a termination fee as provided in the Agreement. The ICDR held a hearing on June 28, 2021, in which neither Xiaotai nor Xiaotai shareholders participated. About iFresh Inc. Headquartered in Long Island City, New York, iFresh Inc. -- http://www.ifreshmarket.com-- is an Asian American grocery supermarket chain and online grocer on the east coast of U.S. With nine retail supermarkets along the US eastern seaboard (with additional stores in Glen Cove, Miami and Connecticut opening soon), and two in-house wholesale businesses strategically located in cities with a highly concentrated Asian population, iFresh aims to satisfy the increasing demands of Asian Americans (whose purchasing power has been growing rapidly) for fresh and culturally unique produce, seafood and other groceries that are not found in mainstream supermarkets. With an in-house proprietary delivery network, online sales channel and strong relations with farms that produce Chinese specialty vegetables and fruits, iFresh is able to offer fresh, high-quality specialty produce at competitive prices to a growing base of customers. iFresh Inc. reported a net loss of $8.29 million for the year ended March 31, 2020, compared to a net loss of $12 million for the year ended March 31, 2019. As of Dec. 31, 2020, the Company had $131.62 million in total assets, $110.33 million in total liabilities, and $21.29 million in ttoal shareholders' equity. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Aug. 13, 2020, citing that the Company has incurred significant operating losses, has negative working capital of $28.6 million and is not in compliance with its credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. IMERYS TALC: Tort Group Delays J&J Talc Claim Spinoff Fight ----------------------------------------------------------- Law360 reports that the attorneys for alleged talc injury victims on Thursday, July 29, 2021, agreed to postpone an immediate fight over a temporary restraining order barring Johnson & Johnson from spinning off talc liabilities into a bankruptcy-eligible new company, after a Delaware judge questioned the urgency. U.S. Bankruptcy Judge Laurie Selber Silverstein said she would hear arguments on a preliminary injunction motion and restraining order on Aug. 24, 2021 following a brief virtual argument over the scope of a J&J agreement to maintain the "status quo" on the issue pending a court ruling on the injunction. 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. INTERNATIONAL LAND: Expects to Raise $2 Million in Stock Offering ----------------------------------------------------------------- International Land Alliance, Inc. has entered into a definitive agreement with a single institutional investor for the purchase of 3,000,000 shares of its common stock at a purchase price per share of $0.68, in a private placement. Additionally, ILA has also agreed to issue to the investor warrants to purchase up to 3,000,000 shares of common stock. The warrants have an exercise price of $0.68 per share, will be immediately exercisable and will expire five and one half years from the issuance date. The closing of the offering is expected to occur on or about July 29, 2021, subject to the satisfaction of customary closing conditions. "We expect the completion of this funding will allow ILA to fulfill the heightened demand at several of our residential communities," said Jason Sunstein, vice president of ILA. "At our Oasis Park Resort, we are ramping up our sales and marketing efforts to potentially realize over $60 million in gross lot sales alone, as well as additional revenue from construction of homes. We anticipate using these proceeds to commence sales and accelerate development at each of our luxury communities, given the building cost efficiencies in Baja California relative to Southern California. We are looking forward to advancing ILA's operational strategy, and ultimately build sustainable value for our stakeholders." H.C. Wainwright & Co. is acting as exclusive placement agent for the offering. The gross proceeds to ILA, before deducting placement agent fees and other offering expenses, are expected to be approximately $2.0 million. ILA intends to use the net proceeds from the offering for construction, sales and marketing, debt retirement and general working capital purposes. About Land International International Land Alliance, Inc. -- https://ila.company -- is an international land investment and development firm based in San Diego, California. The Company is focused on acquiring attractive raw land primarily in Northern Baja California, often within driving distance from Southern California. The Company's principal activities are purchasing properties, obtaining zoning and other entitlements required to subdivide the properties into residential and commercial building lots, securing financing for the purchase of the lots, improving the properties' infrastructure and amenities, and selling the lots to homebuyers, retirees, investors and commercial developers. International Land reported a net loss of $2.67 million for the year ended Dec. 31, 2020, compared to a net loss of $1.59 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $2.64 million in total assets, $4.02 million in total liabilities, $293,500 in preferred stock series B, and a total stockholders' deficit of $1.66 million. Irvine, California-based Haskell & White LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 2, 2021, citing that the Company has experienced recurring losses from operations, has limited financial resources to repay its debt obligations, will require substantial new capital to execute its business plans, and the real estate industry in which it operates faces significant uncertainty due to the COVID-19 pandemic, which raise substantial doubt about its ability to continue as a going concern. INTERSTATE UNDERGROUND: Wins Continued Cash Access -------------------------------------------------- Judge Dennis R. Dow of the U.S. Bankruptcy Court for the Western District of Missouri authorized Interstate Underground Warehouse and Industrial Park, Inc. to use cash collateral only in the amounts necessary to sustain the Debtor's operation prior to the final hearing, as set forth in the modified budget. The modified budget provided for these total expenses: $16,500 for the week ending June 25, 2021; $209,500 for the week ending July 2, 2021; $80,800 for the week ending July 9, 2021; $63,550 for the week ending July 16, 2021; $44,715 for the week ending July 23, 2021; $72,000 for the week ending July 30, 2021; $226,000 for the week ending August 6, 2021; $70,050 for the week ending August 13, 2021; $49,715 for the week ending August 20, 2021; $71,750 for the week ending August 27, 2021; $153,800 for the week ending September 3, 2021; $69,000 for the week ending September 10, 2021; $18,800 for the week ending September 17, 2021; $69,465 for the week ending September 24, 2021; $26,050 for the week ending October 1, 2021; $156,250 for the week ending October 8, 2021; $68,800 for the week ending October 15, 2021; $64,250 for the week ending October 22, 2021; and $32,500 for the week ending October 29, 2021. A copy of the modified budget is available for free at https://bit.ly/3larUdM from PacerMonitor.com. Judge Dow confirmed that the Proposed Adequate Protection offered by the Debtor to Woodmen of the World Life Insurance Society is appropriate. Woodmen, party in interest to the cash collateral, is receiving monthly mortgage payments of $41,123, as well as Adequate Protection Liens in the same priority and in the same assets as existed prior to the Petition Date to adequately protect against the diminution of the value of its Collateral. The Proposed Adequate Protection shall sufficiently protect the interests of Woodmen in the Cash Collateral, Judge Dow ruled. A copy of the second interim order is available for free at https://bit.ly/3y9J7rw from PacerMonitor.com. The final hearing scheduled on August 24, 2021 at 11 a.m. will be conducted via telephone. Responses are due by August 20 at 5 p.m. About Interstate Underground Warehouse and Industrial Park, Inc. Interstate Underground Warehouse and Industrial Park, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 21-40834) on July 1, 2021. In the petition signed by Leslie Reeder, chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Pamela Putnam, Esq., at Armstrong Teasdale LLP is the Debtor's counsel. Judge Dennis R. Dow is assigned to the case. JAKKS PACIFIC: Posts $15.4 Million Net Loss in Second Quarter ------------------------------------------------------------- JAKKS Pacific, Inc. reported financial results for the second quarter ended June 30, 2021. Second Quarter 2021 Overview: * Net sales were $112.4 million, up 43% compared to $78.8 million last year, and up 18% compared to $95.2 million in 2019 * Gross margin of 28.4%, up 710 basis points vs. Q2 2020 * Highest Q2 gross margin percentage since 2016 * Refinanced long-term debt to 2027 maturity, lower leverage and a 300-basis point improvement in borrowing cost * Accelerated maturity of convertible debt to September 2021, $2.9 million currently outstanding as of July 27, 2021 * Net loss attributable to common stockholders of $15.4 million or $2.48 per share, compared to a net loss attributable to common stockholders of $23.6 million or $7.70 per share in Q2 2020 * Adjusted net loss attributable to common stockholders (a non- GAAP measure) of $2.3 million or $0.38 per share, compared to an adjusted net loss attributable to common stockholders of $13.4 million or $4.38 per share in Q2 2020 * Adjusted EBITDA (a non-GAAP measure) was $5.0 million, compared to negative $4.6 million in the second quarter of 2020 * Trailing twelve month adjusted EBITDA of $49.1 million (8.7% of net sales) up 69% from $29.0 million (5.0% of net sales) in the trailing twelve months ended June 2020 Management Commentary "I couldn't be prouder of our organization's execution in the past quarter," said Stephen Berman, CEO of JAKKS Pacific. "It has been well publicized within our industry and others the challenges being faced with the supply-chain and logistics, stretching from Asia to the U.S. and Europe. Nonetheless, our teams worked together across offices to deliver product to our customers as well as build up our domestic inventory in preparation for the second half of the year. The focus of the organization as it continues to navigate the pandemic is extremely gratifying and a testament to our agility as a hands-on, customer-focused company. "From a sales perspective, we saw excellent results across our Toys/Consumer Products and our Costumes businesses, both in North America and Internationally. Strong consumer demand continues to fuel our Toy business and we anticipate strong results from several programs we are initiating for this Holiday season with our largest customers. In addition, we are on track for what we anticipate will be a great Halloween season with a wide range of new introductions including Jurassic World, Minions, Ghostbusters and The Paw Patrol Movie." Second Quarter 2021 Results Net sales for the second quarter of 2021 were $112.4 million, up 43% versus $78.8 million last year. The Toys/Consumer Products segment sales were up 45% globally and sales of Disguise costumes were up 37% compared to last year. Year-to-date Toys/Consumer Products sales were up 36% compared to 2020 and 28% compared to 2019. Year-to-date the Costumes segment was up 31% compared to 2020 and down 13% compared to 2019 which featured a more robust entertainment slate. Cash and Cash Equivalents The Company's cash and cash equivalents (including restricted cash) totaled $38.3 million as of June 30, 2021 compared to $52.7 million as of June 30, 2020, and $92.7 million as of Dec. 31, 2020. Debt Refinancing During the quarter, the Company refinanced its long-term debt due in 2023 into a new term loan maturing in 2027. The Company used a portion of its cash to lower its level of long-term debt, in addition to lowering its interest rate from 10.5% to 7.5% as part of the transaction. The payoff of the previous term loan accelerated the maturity of the Company's unsecured senior convertible notes, such that they now mature in September 2021. As of July 27, 2021, $2.9 million in notes remain, the balance having been converted into common stock. Also as of July 27, 2021, the Company has 9.4 million common shares outstanding. About Jakks Pacific JAKKS Pacific, Inc. -- www.jakks.com -- is a designer, manufacturer and marketer of toys and consumer products sold throughout the world, with its headquarters in Santa Monica, California. JAKKS Pacific's popular proprietary brands include; Fly Wheels, Kitten Catfe, Perfectly Cute, ReDo Skateboard Co, X-Power, Disguise, Moose Mountain, Maui, Kids Only!; a wide range of entertainment-inspired products featuring premier licensed properties; and C'est Moi, a new generation of clean beauty. Jakks Pacific reported a net loss of $14.14 million for the year ended Dec. 31, 2020, compared to a net loss of $55.38 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $298.41 million in total assets, $301.99 million in total liabilities, $2.07 million in preferred stock, and a total stockholders' deficit of $5.65 million. Los Angeles, California-based BDO USA, LLP, the Company's auditor since 2006, included a "going concern" paragraph in its report dated March 19, 2021, citing that the Company's primary sources of working capital are cash flows from operations and borrowings under its credit facility. The Company's cash flows from operations are primarily impacted by the Company's sales, which are seasonal, and any change in timing or amount of sales may impact the Company's operating cash flows. The Company owes $124.5 million on its term loan and has borrowing capacity under its credit facility of $37.3 million as of Dec. 31, 2020. During 2020, the Company reached an agreement with its holders of its term loan and the holder of its revolving credit facility, to amend the New Term Loan Agreement and defer the Company's EBITDA covenant requirement until March 31, 2022 and reduced the trailing 12-month EBITDA requirement to $25.0 million. Based on the Company's operating plan, management believes that the current working capital combined with expected operating and financing cashflows to be sufficient to fund the Company's operations and satisfy the Company's obligations as they come due for at least one year from the financial statement issuance date. JEFFERIES FINANCE: Moody's Rates $1BB Unsecured Notes 'B1' ---------------------------------------------------------- Moody's Investors Service has affirmed Jefferies Finance LLC's (JFIN) Ba3 Corporate Family Rating and assigned a B1 rating to its proposed $1 billion senior unsecured notes and assigned a Ba1 rating to its proposed $1.65 billion senior secured revolving credit facility. Moody's has also changed JFIN's outlook to positive from stable. Moody's rating action follows JFIN's recent announcement of new credit facilities from Sumitomo Mitsui Banking Corporation (SMBC, A1 Stable) and its proposed issuance of the senior unsecured notes to refinance its existing Ba3-rated senior secured notes and senior secured term loans. JFIN also plans to terminate its existing Ba1-rated senior secured priority revolving credit facility. Moody's expects to withdraw its ratings on JFIN's existing senior secured notes, senior secured term loans and senior secured priority revolving credit facility, following their repayment or termination. Assignments: Issuer: Jefferies Finance LLC Senior Secured Revolving Credit Facility, Assigned Ba1 Senior Unsecured Regular Bond/Debenture, Assigned B1 Affirmations: Issuer: Jefferies Finance LLC Corporate Family Rating, Affirmed Ba3 Outlook Actions: Issuer: Jefferies Finance LLC Outlook, Changed To Positive From Stable RATINGS RATIONALE Moody's said its affirmation of JFIN's Ba3 CFR reflects the firm's strong franchise position as an underwriter of broadly syndicated leverage loans, adequate liquidity relative to outstanding commitments and solid capitalization. The change in JFIN's outlook to positive from stable reflects the firm's improved financial flexibility and liquidity as a result of the new SMBC revolver, the new senior unsecured notes, and a new $250 million subordinated term loan from SMBC. While JFIN has been historically funded primarily with secured term debt, potentially limiting its financial flexibility in times of stress, the new capital structure will consist of a mix of unsecured and secured debt, improving access to alternate liquidity. Additionally, the SMBC revolver will replace the firm's existing senior secured priority revolving credit facility. In aggregate, the change in JFIN's capital structure will increase its available liquidity by approximately $1 billion, giving it ample liquidity to manage its outstanding underwriting commitments. Somewhat offsetting these positive factors, the additional liquidity gives the company the capacity to take on larger underwriting commitments, potentially increasing exposure to unexpected losses. However, Moody's expects JFIN to continue to prudently manage exposures conservatively according to its core disciplines. Additionally, JFIN has disclosed in the senior unsecured notes offering memorandum a new corporate structure whereby its legacy collateralized loan obligation (CLO)-related assets and liabilities will be transferred via a sale and subsequent dividend to a newly formed holding company. While the new structure will cause JFIN to deconsolidate from its balance sheet these CLO-related assets and liabilities, and therefore improve its reported capitalization as measured by Tangible Common Equity / Tangible Managed Assets, the liabilities being deconsolidated will have no recourse to JFIN's other assets in the event of default. Moody's does not consider the structure to represent a material improvement in the firm's capacity to absorb unexpected losses. The B1 rating on JFIN's proposed senior unsecured notes and the Ba1 rating on JFIN's proposed senior secured revolver reflects each instrument's priority and volume within JFIN's capital structure, through the application of Moody's Loss Given Default (LGD) framework. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS JFIN's ratings could be upgraded if it achieves continued solid profitability and stable capitalization, while demonstrating that its improved liquidity profile relative to its underwriting commitments will be maintained. Emerging evidence of a successful partnership with SMBC could also contribute to an upgrade. The ratings could be downgraded if JFIN's liquidity position significantly deteriorates or if it suffers a material operational failure. A deterioration in the asset quality of JFIN's portfolio or its underwriting commitments could also lead to a downgrade. Changes in the priority and magnitude of capital structure tranches may lead to changes of instrument ratings. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. JETBLUE AIRWAYS: Moody's Alters Outlook on Ba2 CFR to Positive -------------------------------------------------------------- Moody's Investors Service affirmed its Ba2 corporate family rating and Ba2-PD probability of default rating of JetBlue Airways Corp. and upgraded to Baa3 from Ba2 the senior secured rating assigned to the company's $550 million revolving credit facility due in August 2023. Moody's also upgraded the speculative grade liquidity rating to SGL-1 from SGL-3 and affirmed all of its ratings assigned to JetBlue's enhanced equipment trust certificates ("EETCs"). Moody's changed the ratings outlook to positive from negative. The affirmation of the CFR and PDR and the change in outlook to positive reflect the company's very good liquidity and Moody's expectation that credit metrics will strengthen through 2022. The June 30, 2021 cash balance of $3.7 billion, and the undrawn $550 million revolving credit facility provide a substantial cushion to absorb potential setbacks in the trajectory of the industry recovery due to periodic increases in infection rates or other factors. Moody's also expects additional retirements of debt that will facilitate debt/EBITDA falling below 3x by the end of 2022. The upgrade of the senior secured rating to Baa3 reflects changes to the company's debt capital structure in 2021. Senior secured obligations declined, led by the repayment of the $750 million senior secured term loan due June 2024 on June 30th, 2021. Senior unsecured claims materially increased from the issuance of the $750 million of convertible notes due 2026 in 1Q21, and the ten-year loan portions of the two payroll support program extensions that JetBlue received this year. The respective changes in each classes' contribution to total claims when applying Moody's Loss Given Default for Speculative-Grade Companies methodology led to the two-notch upgrade of the senior secured rating. The upgrade of the speculative grade liquidity rating to SGL-1 from SGL-3 reflects Moody's expectation for very good liquidity over the next 12-18 months. This reflects the June 30 cash balance of $3.7 billion, that the $550 million revolving credit due August 2023 is and will remain undrawn and Moody's expectation of improving cash generation through 2022. The affirmations of the EETC ratings consider the importance of the aircraft collateral to JetBlue's operations and Moody's opinion that its estimates of the loan-to-value s ("LTVs")support the assigned ratings. RATINGS RATIONALE The Ba2 CFR reflects JetBlue's solid competitive position in its US East Coast and transcontinental routes, anchored in its focus cities of New York (JFK International Airport), Boston, Fort Lauderdale, Los Angeles, Orlando and San Juan; historically strong credit metrics, including debt-to-EBITDA of 2.1x at December 31, 2019; and recurring free cash flow. The Ba2 rating also reflects the company's conservative financial policy and its disciplined cost management programs, which inform Moody's expectation that debt-to-EBITDA will approach 2.5x or better by the end of 2023. The rating is constrained by the potential for the COVID-19 Delta variant, or some other variant, to slow the strong recovery of US domestic travel demand that has occurred so far in 2021. The rating is also constrained by Moody's estimate of about breakeven free cash flow through 2023 as the company invests in upgrading and expanding its fleet. Lastly, the rating reflects execution risk associated with two of JetBlue's key growth initiatives: 1) the start of trans-Atlantic service with the Airbus A321neoLR aircraft, with 138 seats in the company's configuration, in August 2021; and 2) the implementation of the strategic partnership between JetBlue and American Airlines, Inc., the Northeast Alliance, that the companies announced last July. Despite the execution risks involved, Moody's acknowledges the potential for stronger top line and earnings growth in upcoming years if these initiatives are successful. The EETC ratings reflect the credit quality of JetBlue; the typical benefits of EETCs, including the applicability of Section 1110 of the US Bankruptcy Code, cross-default and cross-collateralization of the equipment notes; 18-month liquidity facilities and cross-subordination pursuant to the respective Intercreditor Agreements of each transaction. These ratings also reflect Moody's opinion that the A321 aircraft will remain important to JetBlue's network and fleet strategy, which increases the likelihood of the company affirming each transaction under a reorganization scenario. There are 25 A321ceos in the 2019-1 transaction and 24 A321s in the 2020-1 transaction, including seven neos. The average ages of the aircraft in each transaction are four and five years, respectively. JetBlue's current fleet includes 73 A321ceos and 10 A321neos. The young age of the aircraft and the relatively large proportion relative to the total A321 fleet informs Moody's opinion that JetBlue would affirm these transactions in a reorganization. Moody's current estimates of the peak LTVs before priority claims for repossession and remarketing costs and of liquidity providers for the Class AA, Class A and Class B of 2019-1 are about 69%, 78%, and 83%, respectively. The LTVs for the 2020-1 transaction are 66% and 83% for the Class A and Class B, respectively. Moody's uses a 5% annual rate of decline for the A321ceos and 4% for the A321neos and a 1% inflation rate when projecting the current market values of these aircraft models. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if JetBlue maintains liquidity above $2 billion, and key credit metrics improve such that Moody's expects EBITDA margins of more than 17% and / or debt-to-EBITDA of below 2.5x. Ratings could be downgraded if the aggregate of cash and available revolver falls below $1.25 billion or there is a sustained negative inflection in demand that results in negative earnings and operating cash flow through 2022 that leads to debt-to-EBITDA being sustained above 4.5x. Changes in the EETC ratings can result from any combination of changes in the underlying credit quality or ratings of JetBlue, Moody's opinion of the importance of aircraft models to the airline's network, or Moody's estimates of aircraft market values, which will affect estimates of loan-to-value. The methodologies used in these ratings were Enhanced Equipment Trust and Equipment Trust Certificates published in July 2018. The following rating actions were taken: Upgrades: Issuer: JetBlue Airways Corp. Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-3 Senior Secured Revolving Credit Facility, Upgraded to Baa3 (LGD2) from Ba2 (LGD3) Affirmations: Issuer: JetBlue Airways Corp. Probability of Default Rating, Affirmed Ba2-PD Corporate Family Rating, Affirmed Ba2 Senior Secured Enhanced Equipment Trust, Affirmed A2 Senior Secured Enhanced Equipment Trust, Affirmed Baa1 Senior Secured Enhanced Equipment Trust, Affirmed Baa2 Outlook Actions: Issuer: JetBlue Airways Corp. Outlook, Changed To Positive From Negative JetBlue Airways Corp., based in Long Island City, New York, is a leading carrier in New York, Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando, and San Juan. In 2019, JetBlue served 103 cities with an average of 1,000 daily flights. Revenue was $8.1 billion for 2019. The company reported revenue of $3.4 billion for the last twelve months ended June 30, 2021. KAYA HOLDINGS: To Sell Oregon Warehouse; Closes Sunstone Settlement ------------------------------------------------------------------- Kaya Holdings, Inc. had concluded a settlement with Sunstone Capital Partners, LLC, Sunstone Marketing Partners LLC and Bruce Burwick, the principal of Sunstone and a director of Kays, regarding the failure to deliver to KAYS the Oregon Cannabis Production and Processing Licenses that were part of a warehouse purchase transaction in August 2018. Pursuant to the terms of the settlement, Bruce Burwick surrendered to KAYS 1,006,671 shares of the Company's common stock issued to him in connection with the transaction (800,003 shares which were issued for the facility purchase, 166,667 shares which were issued for $250,000 in cash and 40,001 shares which were issued as annual compensation for Burwick serving as a director of KAYS). The shares have been submitted to KAYS' transfer agent for cancellation. In addition, the Company received clear title to the warehouse facility, which enables the Company to sell it without restriction. As part of the settlement, Burwick received $160,000 from the net proceeds of the sale of the facility's grow license to an unrelated third party, resigned from the Company's board of directors and agreed to work as a non-exclusive consultant to the Company for the next four years for a yearly fee of $35,000. "Now that the settlement has been concluded, we have engaged a seasoned commercial property broker to list the property," stated Craig Frank, KAYS CEO. "We intend to use the proceeds of the sale to propel progress in our U.S., Israel and Greece, as well as improve our balance sheet. Projects we plan to focus on include launching Kaya Harmony - Kaya Farms U.S.A., introducing a number of consumer product brands, redesigning our Kaya Shack stores, launching CBD brands in Europe, and acquiring land in Israel through an Israeli government tender program." "These steps," concluded Frank, "will position us to increase revenues, lower our cost of goods, and allow KAYS to further implement our global expansion plan." "I am very pleased to assist with implementing the settlement and look forward to seeing the subject property sold and the funds received by KAYS," commented W. David Jones, senior advisor to the Company. "If the Company completes a sale of the facility near the targeted price of $1.625 million (which is supported by comparable industrial property sales of like properties in the area), we would see a cash influx of up to $0.10 per share, while at the same time reducing the number of shares outstanding by 6.4%. This type of negative-dilution, increased cash reserves event is highly unusual, and we would hope the Market will recognize it appropriately." About Kaya Holdings Kaya Holdings, Inc. -- http://www.kayaholdings.com-- is a vertically integrated legal marijuana enterprise that produces, distributes, and/or sells a full range of premium cannabis products including flower, oils, vape cartridges and cannabis infused confections, baked goods and beverages through a fully integrated group of subsidiaries and companies supporting highly distinctive brands. Kaya Holdings reported a net loss of $12.29 million for the 12 months ended Dec. 31, 2020, compared to net income of $7.52 million for the 12 months ended Dec. 31, 2019. As of March 31, 2021, the Company had $2.30 million in total assets, $32.69 million in total liabilities, and a net stockholders' deficit of $30.39 million. Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. KISMET ROCK: Seeks Cash Collateral Access Thru Oct 17 ----------------------------------------------------- Kismet Rock Hill, LLC asks the U.S. Bankruptcy Court for the District of South Carolina for authority to use cash collateral on which Wells Fargo Bank National Association -- as Trustee for the Benefit of the Registered Holders of JPMBB Commercial Mortgage Securities Trust 2014-C19, Commercial Mortgage Pass-Through Certificates, Series 2014-C19 -- asserts security interests and liens. The Debtor requests authorization from the Court to use Cash Collateral in accordance with the proposed Budget through October 17, 2021 or until such earlier time that the Debtor obtains approval of a modified budget. The Debtor also requests permission to exceed line items as long as it does not exceed the overall amount requested in the budget, and to carry over "unused" line items to the subsequent weeks. The Debtor proposes to use the funds generated from the operation of its business for ongoing operating expenses, which is absolutely necessary for the continuation of Debtor's business. The Debtor has operated Holiday Inn Rock Hill successfully since 2009, until the pandemic caused a drastic and unavoidable disruption in operations. Prior to the pandemic, the Debtor was paying its mortgage and other obligations on time, every month. Unfortunately, it did not take long for the global pandemic to change that. By March 2020, the Debtor was already experiencing some of the challenge that the pandemic would bring, and it was late on its mortgage payment for the first time. By the following month, the Debtor fell behind. The remainder of 2020 brought an unprecedented hardship to the Hotel. Business has slowly improved in 2021 as vaccinations and lifted mask-mandates have opened up travel. Although the Hotel is still not seeing occupancy at the pre-COVID-19 levels yet, as business travel has not completely bounced back, the outlook is continuing to improve. Wells Fargo asserts a valid security interest in the Debtor's Cash Collateral. The Debtor owes the Lender a total outstanding balance of approximately $9,670,000. The Debtor believes that granting a replacement lien to the Lender will adequately protect the Lender's interest. In addition, the Debtor proposes to make adequate protection payments to Lender as listed in the budget. The Debtor also proposes to keep current on all insurance payments, and will also make monthly payments toward property taxes, in further assurance to Lender in protection of its collateral. The loan documents with Lender call for a 4% reserve to be paid into a maintenance reserve account, and the Debtor proposes to continue making these reserve payments, as additional assurance. The Debtor has been in negotiations with the Lender since the Petition Date to obtain consent to the Motion and the Budget. At the time of the filing of the Motion, the Lender is still reviewing matters and has not consented to Debtor's use of Cash Collateral according to the terms set forth herein and the proposed interim order. The Debtor believes it is likely that the parties will reach an agreement on the Debtor's use of Cash Collateral by the time a hearing on this matter is held. A copy of the motion is available at https://bit.ly/3xfSlBj from PacerMonitor.com. About Kismet Rock Hill, LLC Kismet Rock Hill, LLC operates the Holiday Inn Rock Hill located at 503 Galleria Boulevard, Rock Hill, York County, South Carolina. Its operations include renting out hotel rooms, operating a snack shop, and operating a banquet room with catering services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 21-01926) on July 23, 2021. In the petition signed by Kartar Singh, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Christine E. Brimm, Esq., at Barton Brimm, PA is the Debtor's counsel. KNOW LABS: Granted 3 New Patents That Enhance Bio-RFID Performance ------------------------------------------------------------------ Advancing the development of its proprietary Bio-RFIDTM platform technology while continuing to deliver against its IP strategy, Know Labs, Inc. has been granted three new patents that support its medical diagnostic focus while also signaling potential for additional non-medical applications. These new patents expand Know Labs' intellectual property portfolio in radio frequency and microwave spectroscopy, further improving its technological position as it readies to launch non-invasive diagnostic devices. "While we remain sharply focused on diagnostic medical device applications for Bio-RFID, these new patents, combined with our current portfolio, enhance Know Labs' position beyond the diagnostic realm and its potential for non-medical applications," said Phil Bosua, Bio-RFID inventor and Know Labs CEO. "Our IP portfolio covers more than 100 different analytes, which means Know Labs can offer valuable diagnostic solutions beyond glucose monitoring devices." Each of the newly issued patents relates to the unique configuration of the antennas used in Know Labs' Bio-RFID sensors. This unique arrangement enhances Bio-RFID's performance and improves its detection capabilities in identifying and measuring a variety of analytes non-invasively. The specific patents are: -- U.S. Patent No. 11,063,373: Non-invasive analyte sensor and system with decoupled transmit and receive antennas -- U.S. Patent No. 11,031,970: Non-invasive analyte sensor and system with decoupled and inefficient transmit and receive antennas -- U.S. Patent No. 11,058,317: Non-invasive detection of an analyte using decoupled and inefficient transmit and receive antennas "Our primary focus is the development of our non-invasive glucose monitoring device, and we continue to work toward FDA clinical trials. However, Bio-RFID is a platform technology with a vast number of potential applications that can add significant value to multiple industries," said Ron Erickson, Know Labs founder and chairman. "It can be used for other medical applications, such as validating the composition of drugs in ampoules or measuring ketone levels in the body, and for non-medical applications, such as detecting contaminants in food and drinks as part of the quality control process. Our platform technology, supported by our IP strategy, puts us in a great position to build solutions for medical diagnostics and beyond." About Know Labs Know Labs, Inc., was incorporated under the laws of the State of Nevada in 1998. Since 2007, the Company has been focused primarily on research and development of proprietary technologies which can be used to authenticate and diagnose a wide variety of organic and non-organic substances and materials. The Company's Common Stock trades on the OTCQB Exchange under the symbol "KNWN." Know Labs reported a net loss of $13.56 million for the year ended Sept. 30, 2020, compared to a net loss of $7.61 million for the year ended Sept. 30, 2019. As of March 31, 2021, the Company had $15.91 million in total assets, $8.06 million in total current liabilities, $432,059 in total non-current liabilities, and $7.41 million in total stockholders' equity. BPM LLP, in Walnut Creek, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Dec. 29, 2020, citing that the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. LAREDO PETROLEUM: Egan-Jones Keeps CCC- Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on July 15, 2021, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Laredo Petroleum Inc. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Tulsa, Oklahoma, Laredo Petroleum Inc. operates as an exploration and production company. MAGELLAN HOME-GOODS: Seeks Access to Cash, Pay Prepetition Payroll ------------------------------------------------------------------ Magellan Home Goods, LTD asked for permission from the U.S. Bankruptcy Court for the Western District of Washington to pay the August 1, 2021 payroll for hours worked from July 1, 2021 through July 24, 2021, which includes hours worked prior to the Petition Date. The Debtor also asked the Court to authorize the interim use of cash collateral for payment of other operating expenses, including future payroll. The Debtor is seeking interim authorization for the use of Cash Collateral for the period from the Petition Date through the date of the final hearing, at which time the Debtor will request access to cash collateral through January 30, 2022 or until the effective date of the Plan, whichever is earlier. On the Petition Date, the total value of the Debtor's tangible personal property was approximately $2,325,937, including cash on hand of approximately $56,326; and approximately $460,000 of accounts receivable. The five-month budget through December 2021 provided for monthly expenses at $63,247, a copy of which is available for free at https://bit.ly/3i8muOB from PacerMonitor.com. The Debtor said none of the proposed wage payments exceeds $13,650. All the claims are based on compensation earned within 180 days of the Petition Date under the statutory cap, entitling them to priority status pursuant to Section 507(a)(4) of the Bankruptcy Code. Pursuant to Section 1129(a)(9) of the Code, the wage claims would normally be entitled to priority under any Chapter 11 plan, therefore the Debtor does not believe that payment at this time would prejudice other creditors. Payment of the prepetition wages is also necessary to preserve the Debtor's business as a going concern, the Debtor pointed out. The Debtor also asked the Court to authorize payment of all federal and state withholding and payroll-related taxes resulting from the subject pre-petition pay period including all withholding taxes, Social Security taxes, and Medicare taxes, as well life insurance and other employee deductions, if any. The Debtor has identified (i) First Savings Bank; (ii) Corporation Service Company, as representative; and (ii) Secured Lender Solutions as having potential interest in the Debtor's personal property. The UCC-1 filing of Bank of America, N.A. is still of record, but Debtor believes that the underlying debt has been paid and the filing should be released upon request. Furthermore, certain warehouses may assert a landlord's lien for past due rent of approximately $5,981 (Warehouse & Fulfillment Services) and $9,174 (Superior Freight). Based on the filing dates, First Savings Bank appears to be the senior creditor. The Debtor is not proposing to make adequate protection payments at the time of the filing of the cash collateral request. In exchange for the use of cash collateral, the Debtor may grant replacement liens on new income to ensure a creditor is adequately protected. A copy of the motion is available for free at https://bit.ly/378B4zp from PacerMonitor.com. About Magellan Home-Goods LTD Magellan Home-Goods LTD, d/b/a Magellan Home Goods, sells patented home goods and small appliances manufactured off-shore, to retail consumers located in the United States. The company sought protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-11413) on July 24, 2021. On the Petition Date, the Debtor disclosed $2,324,758 in total assets and $2,063,752 in total liabilities. The petition was signed by Debra Sasken-Duff, vice president. Judge Marc Barreca is presides over the case. Neeleman Law Group, P.C. serves as the Debtor's counsel. Geoffrey Groshong serves as Subchapter V Trustee. MAGNOLIA OIL: Moody's Affirms B1 CFR & Hikes Unsecured Notes to B2 ------------------------------------------------------------------ Moody's Investors Service affirmed Magnolia Oil & Gas Operating LLC's B1 Corporate Family Rating and B1-PD Probability of Default Rating. Concurrently, Moody's upgraded ratings of Magnolia's senior unsecured notes to B2 from B3. The SGL-1 Speculative Grade Liquidity Rating is unchanged and outlook is stable. Upgrades: Issuer: Magnolia Oil & Gas Operating LLC Gtd. Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD5) from B3 (LGD5) Affirmations: Issuer: Magnolia Oil & Gas Operating LLC Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Outlook Actions: Issuer: Magnolia Oil & Gas Operating LLC Outlook, Remains Stable RATINGS RATIONALE The upgrade of the notes reflects Moody's expectation that Magnolia will continue to generate strong free cash flow and will minimize utilization of its secured bank facility. Magnolia's B1 CFR is strongly positioned in the rating category and is supported by low absolute level of debt, resilient low-cost producing assets and strong free cash flow generation, as well as prudent financial policies. The company continues to develop its operations in the reemerging Giddings Field, that contributes about half of its 2021 production, while the share of the core producing acreage in Karnes County is set to decline over time. Both assets are located in Texas and are expected to remain self-funding. Magnolia reports a relatively short life of 3.9 years for proved developed reserve and 5.1 years for total reserves. Moody's expects the company to use a portion of its free cash flow to pursue small acquisitions in order to add to its acreage and proved developed reserves over time. Pending an increase in scale and reserve life, the credit profile is constrained by the relatively modest size of reserves and the single basin focus of the company. Magnolia does not hedge oil prices and fully benefits from the recovery in oil prices. It maintains low debt and strong leverage profile. Magnolia generates solid free cash flow and uses some of its excess free cash flow to fund share repurchases at around 1% of outstanding shares per quarter. Magnolia has very good liquidity, reflected in its SGL-1 rating. The liquidity position is supported by large cash balance that at the end of Q1 2021 stood at $178 million (45% of debt). Magnolia's very good liquidity position is also underpinned by its free cash flow generation that remained resilient during the stressed market conditions in 2020, and the expectation that the company will not rely on external funding to support operations, resource development, or distributions to shareholders. The liquidity position is further supported by full availability under its senior secured reserve-based revolving credit facility that matures in 2023 with a borrowing base of $450 million. The facility has financial covenants, including debt/EBITDA and current ratio. Moody's expects the company to maintain ample headroom under the covenants in 2021 and 2022. The company's next maturity is $400 million senior notes in 2026. Stable outlook reflects Moody's expectation that Magnolia will deliver steady operating performance and solid free cash flow generation. Magnolia is the issuer of the $400 million senior unsecured notes and the borrower under a $1 billion senior secured borrowing base facility with the borrowing base set at $450 million. The B2 rating of the notes reflects the effective subordination of the notes to Magnolia's potential obligations under the senior secured revolving bank facility and its significant size. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Magnolia's CFR may be upgraded if the company achieves a significant growth in reserves and reserve life, while maintaining strong profitability and returns, with a leveraged full cycle ratio (LFCR) sustained at around 2x and low leverage. Rising leverage, with debt/proved developed reserves above $10/boe could lead to a downgrade of Magnolia's B1 CFR. Consistently weak returns reflected in the LFCR trending to below 1x could also lead to the downgrade. Substantial utilization of secured bank facility or increase in the size of the facility may also lead to the downgrade of the B2 rating of the notes The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Magnolia Oil and Gas Operating LLC (Magnolia) is the operating holding company, 72.6% owned and controlled by publicly listed holding company Magnolia Oil and Gas Corp, with a 27.4% passive stake in the operating company held by non-controlling interests. Magnolia Oil and Gas Corp is a medium size independent oil and gas producer in the Eagle Ford Shale, in South Texas. MAJESTIC HILLS: Further Fine-Tunes Plan Documents ------------------------------------------------- Majestic Hills, LLC, submitted a Second Amended Disclosure Statement to accompany Third Amended Chapter 11 Plan dated July 26, 2021. Under the Plan, the Debtor will carry out the remediation efforts of any required actions with regard to complying with final orders issued by the Pennsylvania Department of Environmental Protection. Once the remediation is completed, the Debtor will dissolve and have no further operation. Class 3 consists of Other Claimants. This Class is impaired and is entitled to vote to accept or reject the Plan. This Class shall be composed of the general unsecured claims of all other Claimants who have asserted Claims that have arisen from and or relate to the Majestic Hills residential development and the Litigation. This Class 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. The participants in Subgroup (A) shall be liable to pay the amounts pledged and agreed to contribute towards 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. Through extensive negotiations, JND has agreed to substantially contribute to the funding and effectuation of the Plan. Specifically, JND has agreed to provide the services necessary, including but not limited to the remedial work, coordination of remedial work, management of the remedial work, and backstop of the payment of the remedial work over the $1.2 million of Plan Funding allocated by the Plan that is required for the Debtor to comply with the outstanding corrective action orders, dated October 15, 2018 and November 2, 2020, issued by the PA DEP against the Debtor (the “Contribution for PA DEP Compliance”). 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. The Plan proposes contributions from the Settled Insurers and the Released Parties. The Settled Insurers will make their contributions based on the policy buy-backs contemplated in the Insurance Company Motions. Upon approval, the bankruptcy estate will have $1,625,000.00 towards the Plan Funding. Additionally, the other Released Parties will be contributing money in the aggregate amount of $2,084,000.00 towards the Plan Funding. The Plan Funding will allow claims to be paid and remediation work to begin while bringing finality for most of the Parties to the Litigation. Any excess money will be distributed to (i) Classes 2 and 3(B) claimants (75% of excess money) and (ii) JND and other Party(ies) participating in the Contribution for PA DEP Compliance (25% of excess money) after Remediation Efforts. A full-text copy of the Second Amended Disclosure Statement dated July 27, 2021, is available at https://bit.ly/2V1r9ZS 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 E-mail: 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. MAJESTIC HILLS: Sept. 27 Plan Confirmation Hearing Set ------------------------------------------------------ On July 26, 2021, debtor Majestic Hills, LLC, submitted a Second Amended Disclosure Statement to accompany Third Amended Chapter 11 Plan. On July 27, 2021, Judge Gregory L. Taddonio ordered that: * Sept. 27, 2021, at 10 a.m. is the hearing to consider the Motion to Approve Settlement. * The Official Committee of Unsecured Creditors shall file any response to the Motions no later than Sept. 1, 2021. * The Debtor, Westfield Insurance Company, Mutual Benefit Insurance Company, or any other party to the proposed settlement agreements, shall file any reply no later than September 22, 2021. * The Disclosure Statement is approved for solicitation by the Debtor. * Sept. 27, 2021, at 10 a.m. in Courtroom A, United States Bankruptcy Court for the Western District of Pennsylvania, 54th Floor U.S. Steel Tower, 600 Grant Street, Pittsburgh, Pennsylvania 15219 is the hearing to consider confirmation of the Plan and any objections. * Sept. 1, 2021, is fixed as the last day to file Objections to confirmation of the Plan. * Sept. 1, 2021, is the balloting deadline for voting on the Plan. A copy of the order dated July 27, 2021, is available at https://bit.ly/3lbnaoh 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 E-mail: 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. MARINER WEALTH: Moody's Assigns B1 CFR & Rates $300MM Term Loan B1 ------------------------------------------------------------------ Moody's Investors Service assigned a B1 Corporate Family Rating and a Probability of Default Rating of B1-PD to Mariner Wealth Advisors, LLC. The outlook is stable. Moody's has also assigned a B1 rating to the $300 million senior secured first lien term loan B and to the $100 million senior secured revolving credit facility and $100 million senior secured first lien delayed draw term loan to be issued by Mariner. The rating assignment follows private equity firm Leonard Green & Partners' June minority investment in Mariner and the announcement last Tuesday that Mariner will acquire AdvicePeriod, an independent advisory firm with $5.1 billion of assets under management or advisement (AUM/A), which will bring Mariner's AUM/A to approximately $50 billion. The AdvicePeriod deal is expected to be financed with a combination of new debt issuances and equity contributions. The following ratings were assigned: Issuer: Mariner Wealth Advisors, LLC Assignments: Long-term Corporate Family Rating, assigned B1 Probability of Default Ratings, assigned B1-PD Senior Secured Term Loan B, assigned B1 Senior Secured Delayed Draw Term Loan, assigned B1 Senior Secured Revolving Credit Facility, assigned B1 Outlook Action: Outlook assigned Stable RATINGS RATIONALE Mariner's B1 CFR reflects its leading position as a consolidator of wealth advisors, its strong AUM resilience and organic growth rate, and its relatively high financial leverage, a product of its acquisition-driven strategy. The company has relied on a balanced use of debt and internally-generated cash to support its acquisition strategy and grow its business since its founding in 2006. This latest announced transaction will include an exchange of equity interests in AdvicePeriod for equity in the combined company, but leverage is expected to rise on a reported basis to exceed 5.0x EBITDA based on Moody's calculations. The company's strong organic growth, which has exceeded 10 percent given the company's excellent client retention and sales record, should reduce leverage over time, as revenues grow, and the company invests in efficiencies that accelerate gains in operating leverage. As a national wealth advisory firm, Mariner is participating in the transformation of the wealth advice industry. In recent years, independent wealth advisors have become more established. These firms are fiduciaries that typically earn fees from the assets they manage for their clients, as opposed to commissions earned on trades. As cited by Mariner, some $12.8 trillion are managed for individuals by registered investment advisors (RIAs) in the US, but some 90% of these manage under $1 billion. The advisory model and fee structure is considered by many clients to be better aligned with the realization of their long-term financial goals. However, in the course of separating from the traditional brokerage model, independent advisors have had to assume the burdens of business development, wealth and advice planning, and portfolio implementation and management. The diverse skill sets these tasks require have led smaller RIAs to seek out affiliations that enable them to specialize in the areas of their greatest competence. Mariner has invested in capabilities that support the delivery of services to both affiliated advisors and their clients. It derives its credit strength from the breadth and execution of these offerings which lead to high rates of advisor retention (95%) and client retention (97-98%). High retention rates are the basis for strong compound business growth, as assets appreciate, and client referrals build over time. However, the costs of centralizing its back office technology functions and creating specialized business development and middle-office investment solutions teams have resulted in operating margin pressures. Rapid growth through acquisitions has raised debt and intangible asset amortization, such that the pre-tax income margin has been negative. However, with growth, margin expansion is to be expected, especially given investments in process efficiencies and centralization of activities. The Leonard Green & Partners relationship should provide additional capital support in the form of ongoing equity commitments to Mariner as it expands. Nonetheless, Moody's anticipate that Mariner's leverage will remain elevated as it presses ahead with new acquisitions. Multiples for RIA acquisitions have averaged 9x acquired EBITDA, and so internal resources, including cash flow and synergies, as well as equity, will be required to manage leverage lower. Moody's do not expect significant deleveraging for the next 12 to 18 months. Marty Bicknell, a founder of Mariner and its CEO and president, has been instrumental in fashioning the firm's strategic objectives, and he maintains oversight of the firm's critical M&A program. Thus, Mariner is exposed to the "key person" risk that he might be unable to continue in his duties for any reason. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The factors that could lead to an upgrade of Mariner's rating include: 1) increasing scale (net revenue) above $400 million; 2) deleveraging, sustaining debt/EBITDA (as defined by Moody's) below 3.5x; and pre-tax margins in excess of 15%. Conversely, factors that could lead to a downgrade included: 1) debt/EBITDA above 6.0x for a sustained period; 2) deterioration of AUM resilience metrics; and 3) sustained decline in wealth management fee rates or loss of pricing power. The methodologies used in these ratings were Asset Managers Methodology published in November 2019. MARINER WEALTH: S&P Assigns 'B' ICR, Outlook Stable --------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Mariner Wealth Advisors LLC. The outlook is stable. At the same time, S&P assigned its 'B' rating to its first-lien term loan and first-lien delayed draw term loan. S&P's recovery rating on the loans is '4' (45%), indicating its expectation for an average recovery in the event of a default. Mariner is a full-service national wealth advisory firm founded in 2006, with $45 billion in assets under management (AUM)/assets under advisement (AUA) and over 24,500 clients as of June 30, 2021. Mariner is issuing a $100 million five-year revolving credit facility, a $300 million seven-year term loan B, and $100 million seven-year delayed draw term loan. The company plans to use the proceeds to refinance existing debt and fund pending and future acquisitions. Pro forma for the transaction, S&P expects leverage to be below 5.0x on a weighted basis, with interest coverage of 6.0x-7.0x for the next 12-18 months. S&P said, "The stable outlook indicates our expectation that Mariner will operate with adjusted debt to EBITDA below 5.0x and interest coverage above 6.0x once accounting for 2021's acquisitions. We expect the company to remain highly acquisitive, with rapid growth in revenue, EBITDA, and free cash flow. "We could lower the ratings if we expect Mariner's leverage to increase above 5.0x from either additional debt or a decline in AUM/A. Although not our base case, if Mariner experiences integration issues with its M&A strategy, we could likewise lower the rating. "An upgrade is highly unlikely over the next 12 months. Over the longer term, we could raise the ratings if Mariner maintains leverage below 4.0x and interest coverage around 6.0x while continuing to execute its M&A strategy." MARTIN CONSTRUCTION: Taps Orin Odom as Substitute Attorney ---------------------------------------------------------- Martin Construction, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to employ Orin Odom, III, Esq., of the Fritz Law Firm, LLC, to substitute for Michael Fritz, Sr., Esq. The services that will be provided by the attorney include: a. giving the Debtor legal advice with respect to its powers and duties in the continued operation of its business and management of its property; b. preparing legal papers; c. representing the Debtor in all bankruptcy hearings; d. assisting in the preparation of a disclosure statement and Chapter 11 plan; and e. performing all other necessary legal services. Mr. Odom will be paid at the hourly rate of $290, plus expenses. Mr. Odom assures the court that he and his firm do not hold or represent an interest adverse to the estate, and are disinterested persons as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Orin C. Odom, III, Esq. Fritz Law Firm, LLC 25 S Court St., Suite 200 Montgomery, AL 36104 Phone: 334-230-9790 Fax: (334) 230-9789 About Martin Construction Martin Construction, Inc., a construction company in Atmore, Ala., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-11020) on April 1, 2020. Phillip Martin, the authorized representative, signed the petition. At the time of the filing, the Debtor disclosed $372,937 in assets and $1,018,996 in liabilities. Judge Jerry C. Oldshue oversees the case. Orin C. Odom, III, Esq., at Fritz Law Firm, LLC, represents the Debtor as legal counsel. MCCLATCHY COMPANY: Moody's Assigns 'Caa1' CFR, Outlook Stable ------------------------------------------------------------- Moody's Investors Service assigned a Caa1 corporate family rating and a Caa1-PD probability of default rating to The McClatchy Company, LLC. Moody's also assigned a B3 rating to the company's senior secured term loan due 2026. The outlook is stable. McClatchy faces secular declines in its print and advertising focused activities as consumers taste continue to gravitate towards digital media and advertisers shift to more efficient, high returning ad channels to reach their customers. McClatchy's credit profile also reflects the company's financial strategy focused on debt repayment. Moody's expects that McClatchy will apply its free cash flows to materially reducing leverage over the next 12-24 months. Assignments: Issuer: The McClatchy Company, LLC Corporate Family Rating, Assigned Caa1 Probability of Default Rating, Assigned Caa1-PD Senior Secured Term Loan, Assigned B3 (LGD3) Outlook Actions: Issuer: The McClatchy Company, LLC Outlook, Assigned Stable RATINGS RATIONALE McClatchy's Caa1 CFR reflects the company's core business that is in a secular decline, the progress that is yet to be made in converting print circulation to a sustainable and profitable digital platform, and a heavy interest burden. Moody's does not expect the secular pressures on McClatchy's advertising and print circulation to ease in the future and any acceleration in the pace of decline in print circulation revenue would likely negate any growth in the smaller digital revenue segment. Moody's considers McClatchy's leverage to be high given the company's structural business risk. While leverage is expected to decline to around 3.5x -- 4x by the end of 2022 from 6.9x as of LTM Q1 2021 (all ratios are Moody's adjusted), the reduction is reliant on voluntary and mandatory debt repayment and also on further cost savings being achieved over the next 12-18 months. McClatchy generated around 38% of its LTM 3/2021 revenue from advertising -- of which 45% was print advertising -- which experienced a near 42% decline in 2020 and is expected to continue to decline at double digit percent rates in the face of growing digital ad spend. In addition, 54% of the company's LTM 3/2021 revenue came from consumer segment (circulation-related) -- 60% of which also continues to be print based and in secular decline. McClatchy's consumer print revenue decreased 11.5% in 2020 compared to the same period last year, driven by decline in volumes that were partially offset by price increases. McClatchy's credit profile benefits from one of the largest portfolios of newspaper assets in the U.S. The company's print and online operations deliver locally oriented content and advertising to a broad audience. McClatchy has good geographic diversification with 30 newspaper and affiliated media companies located in 14 states across the United States. The company has the potential to mitigate the decline in print circulation by growing digital consumer revenue through migration of current print subscribers to digital, capturing new subscribers by providing differentiated news and information products, and targeted, premium pricing tactics across its media portfolio. The company's rating also reflects Moody's expectation for modest but positive cash flow generation over the next 12-18 months. Moody's expects that excess cash will be prioritized for debt reduction to bring leverage to 3x (Moody's-adjusted) or below by the end of 2022. ESG CONSIDERATIONS Social risks considered in McClatchy's ratings include evolving demographic and social trends, with changes in the way consumers consume media. The print media industry has been affected by ongoing shifts in consumer behavior towards the use of social media and digital platforms for news content. Governance risks taken into consideration include Moody's expectation that the company will apply free cash flow to reduce leverage, a prudent strategy considering the secular business risks facing the company. The B3 rating on the term loan reflects the probability of default of the company, as reflected in the Caa1-PD probability of default rating, an average expected family recovery rate of 50% at default, and the term loan's ranking in the capital structure ahead of $98 million of the 1.5-lien senior secured PIK Toggle notes due 2027. The term loan ranks junior to the ABL facility (unrated), which benefits from a priority claim on the ABL collateral. In addition, the 365-day $35 million letter of credit facility is secured by cash. Moody's expects that the company will maintain adequate liquidity over the next year, driven by modest but positive cash flow generation, though most of it is expected to be used for voluntary debt repayment or to satisfy the expected cash flow sweep requirement. The company's liquidity profile is constrained by limited borrowing capacity under the $50 million ABL facility. The ABL facility matures in 2023 and had $21 million and $14 million of borrowing capacity at 12/31/20 and 3/31/21, respectively, with no borrowings outstanding. Given some seasonality of the business, with accounts receivable and inventory being highest at the end of Q4, Moody's expects that borrowing base will fluctuate between $10-$20 million over the next 12-18 months, which provides a limited source of external liquidity. Moody's expects McClatchy will rely on the ABL borrowings periodically to bridge working capital needs. The term loan is governed by a first lien net leverage maintenance covenant. The covenant is set at 4x through the quarter ending March 2022, stepping down to 3.5x for the quarter ending June 2022 and thereafter. The net leverage ratio was 2.27x as of Q1 2021. Moody's expects McClatchy to maintain adequate headroom over the covenant requirement over the next 12-18 months. The stable outlook reflects Moody's expectations that the company will grow EBITDA and reduce leverage to around 3.5x (Moody's adjusted) by year end 2022, despite an expected overall revenue decline, and maintain adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if McClatchy demonstrates meaningful progress in growing its digital revenue that offsets print revenue declines leading to steady organic revenue and EBITDA growth. Maintaining good liquidity, generating sustained positive free cash flow and declining financial leverage will also be needed for an upgrade. Ratings could be downgraded if the liquidity position deteriorates or operating performance weakens such that Moody's believes that the company will not be able to reduce leverage or generate positive free cash flow. The principal methodology used in these ratings was Media published in June 2021. Headquartered in Sacramento, California, The McClatchy Company, LLC, is one of the largest newspaper companies in the U.S., with 30 daily newspapers, community newspapers, websites, mobile news and advertising. Revenue for the LTM ended March 31, 2021 was approximately $533 million. Substantially all of the company's assets and certain liabilities were acquired in a 363 Sale in September 2020, forming The McClatchy Company, LLC that is now majority owned by Chatham Asset Management, LLC. MESQUITE ENERGY: Pauses Planned Asset Sale,Tackles Contract Dispute ------------------------------------------------------------------- Rachel Butt of Bloomberg Law reports that Mesquite Energy Inc., formerly known as Sanchez Energy, is putting planned asset sales on ice as it seeks to tackle certain midstream contract disputes, according to people with knowledge of the situation. The oil and gas producer began marketing its Catarina Ranch assets last June 2021 with help of investment bank Jefferies Financial Group Inc., said the people, who asked not to be identified discussing a confidential matter. Those assets span 52,000 net acres in Texas's Eagle Ford shale region, producing the equivalent of roughly 18,000 barrels of oil a day from 428 wells, the people said. About Mesquite Energy Mesquite Energy, formerly Sanchez Energy Corporation and its affiliates, -- https://sanchezenergycorp.com/ -- are independent exploration and production companies focused on the acquisition and development of U.S. onshore oil and natural gas resources. Sanchez Energy is currently focused on the development of significant resource potential from the Eagle Ford Shale in South Texas, and holds other producing properties and undeveloped acreage, including in the Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana. As of Dec. 31, 2018, the companies had approximately 325,000 net acres of oil and natural gas properties with proved reserves of approximately 380 million barrels of oil equivalent and interests in approximately 2,400 gross producing wells. Sanchez Energy and 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-34508) on Aug. 11, 2019. As of June 30, 2019, the companies disclosed $2,159,915,332 in assets and $2,854,673,930 in liabilities. The cases were assigned to Judge Marvin Isgur. Sanchez tapped Akin Gump Strauss Hauer & Feld LLP and Jackson Walker L.L.P. as bankruptcy counsel; Moelis & Company LLC as financial advisor; Alvarez & Marsal North America LLC as restructuring advisor; and Prime Clerk LLC as notice and claims agent. The Official Committee of Unsecured Creditors tapped Milbank LLP and Locke Lord LLP as its co-counsel. Sanchez Energy Corp. has emerged from Chapter 11 bankruptcy protection with a new name: Mesquite Energy Inc., according to June 30, 2020 press release. The company's financial restructuring eliminated substantially all of its approximately $2.3 billion in debt. METLIFE INC: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ------------------------------------------------------------- Egan-Jones Ratings Company, on July 13, 2021, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by MetLife, Inc. to BB+ from BBB+. Headquartered in New York, New York, MetLife, Inc. provides individual insurance, employee benefits, and financial services with operations throughout the United States and the regions of Latin America, Europe, and the Asia Pacific. MIDCONTINENT COMMUNICATIONS: Moody's Affirms B1 Corp Family Rating ------------------------------------------------------------------ Moody's Investors Service affirmed Midcontinent Communications (Midco or the Company) B1 Corporate Family Rating, B1-PD Probability of Default Rating, and all instrument ratings including the Ba3 senior secured bank credit facility and B3 senior unsecured notes. The outlook remains stable. Outlook Actions: Issuer: Midcontinent Communications Outlook, Remains Stable Affirmations: Issuer: Midcontinent Communications Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD3) Senior Unsecured Regular Bond/Debenture, Affirmed B3, to (LGD5) from (LGD6) RATINGS RATIONALE The credit profile reflects Midcontinent Communication's (Midco or the Company) constrained free flow from significant and rising annual shareholder tax distributions and capital expenditures. Financial policy also tolerates higher leverage to buy-out its 50% owner, Comcast Corporation (Comcast - A3, stable) whose equity interest could be worth more than $1.5 billion, or for large periodic debt-financed shareholder distributions to extend the mutual buy/sell option which is exercisable again in 2026. The rating also reflects the small scale and limited geographic diversity of the Company with a regional footprint in just a couple of states in the mid-West, as well as the exposure to unfavorable secular trends in pay-TV with Moody's expectation that video subscribers will decline by at least high single-digit percent and penetration rates will fall to near 15% over the next 12-18 months. Supporting the credit profile is a very stable and predictable business model with steady demand drivers in residential and commercial broadband. With high margins and steady broadband subscriber growth, annual organic revenue growth will be in the mid-single-digit percent range and EBITDA margins will be in the mid 40% range and rising. Moody's expect Midcontinent to maintain good liquidity over the next 12 months. The Company has positive internal sources of cash, a large and mostly undrawn revolving credit facility, significant covenant headroom, and some alternate liquidity with an only partially secured capital structure. Moody's rates the credit facility Ba3 (LGD3), one notch above the B1 CFR with the benefit of loss absorption attributable to the unsecured notes which are rated B3 (LGD5), two notches below the CFR, given its subordination to the senior secured capital. The instrument ratings reflect the probability of default of the Company, as reflected in the B1-PD Probability of Default Rating, an average expected family recovery rate of 50% at default given the mix of secured and unsecured debt in the capital structure, and the particular instruments' ranking in the capital structure. The stable rating outlook reflects Moody's expectation for revenue and EBITDA growth in the low to mid single-digit percent range over the next 12-18 months. Moody's expect EBITDA margins in the mid 40% range, and rising. Moody's project free cash flows of up to $50 million, net of capex approximating the mid 20% range of revenue, shareholder dividends, and average borrowing costs near 4.0%. Moody's project leverage will fall to near or below 3.5x over the next 12-18 months, with free cash flow to debt no better than mid-single-digit percent range. Key assumptions include organic broadband subscriber growth in the mid-single-digit percent range, and video subscriber losses of at least high single-digit percent. Moody's expect Midco to maintain good liquidity, with financial policies to remain favorable to shareholders. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Constrained free cash flow limits upward ratings momentum. However, Moody's could consider positive ratings pressure if Debt/EBITDA (Moody's adjusted leverage ratio) is expected to be sustained below 3.5x (considering the potential for a leveraging event related to the mutual buy/sell option with Comcast), and free cash flow to debt (Moody's adjusted) is sustained above high single-digit percent along with the expectation for steady revenue and earnings growth and improving liquidity. Moody's could consider a downgrade if Debt/EBITDA (Moody's adjusted leverage ratio) is sustained above 5x, or free cash flow to debt (Moody's adjusted) is sustained below 4%. A negative rating action could also be considered if liquidity or performance worsened, financial policy turned more aggressive, or there was a material decline in market scale or position. The principal methodology used in these ratings was Pay TV published in December 2018. Headquartered in Sioux Falls, South Dakota, Midcontinent Communications provides video, high speed data, and voice services to residential and commercial customers in the states of North Dakota, South Dakota, Minnesota and Wisconsin and Kansas. Through a partnership arrangement, Comcast Corporation owns a 50% common equity interest in Midcontinent. Revenue for the twelve months ended March 31, 2021 was approximately $653 million. MIDTOWN DEVELOPMENT: Taps Cushman & Wakefield as Real Estate Broker ------------------------------------------------------------------- Midtown Development, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ Cushman & Wakefield Iowa Commercial Advisors as its real estate broker. The Debtor needs the firm's services to prepare a proposed marketing plan to best maximize its worth on the real estate market. The firm will be paid a commission of 4 percent of the total sales price of the Debtor's real estate. John Viggers, vice president of Cushman & Wakefield, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John Viggers Cushman & Wakefield Iowa Commercial Advisors 3737 Woodland Avenue, Suite 100 West Des Miones, IA 50266 Phone: +1 515-309-4002 About Midtown Development Midtown Development, LLC, a real estate developer in Iowa, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 21-00478) on May 25, 2021. In the petition signed by Donna L. Nelson, managing member, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Thad J. Collins oversees the case. The Debtor tapped Day Rettig Martin, PC as legal counsel, BerganKDV as accountant, and Moglia Advisors as financial advisor. MORROW GA INVESTORS: Case Summary & 2 Unsecured Creditors --------------------------------------------------------- Debtor: Morrow GA Investors, LLC 1590 Adamson Parkway Morrow, GA 30260 Business Description: Morrow GA Investors is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns a real property located at 1590 Adamson Parkway, Morrow, GA having an appraised value of $5.5 million. Chapter 11 Petition Date: July 31, 2021 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 21-55706 Debtor's Counsel: Brian S. Limbocker, Esq. LIMBOCKER LAW FIRM 2230 Towne Lake Parkway Bldg. 100, Suite 140 Woodstock, GA 30189 Tel: 678-401-6836 Fax: 678-412-4152 Email: bsl@limbockerlawfirm.com Total Assets: $5,502,000 Total Liabilities: $2,698,079 The petition was signed by Payam Katebian, authorized signer. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XUKFCQQ/Morrow_GA_Investors_LLC__ganbke-21-55706__0001.0.pdf?mcid=tGE4TAMA NABORS INDUSTRIES: Incurs $196 Million Net Loss in Second Quarter ----------------------------------------------------------------- Nabors Industries Ltd. reported second quarter 2021 operating revenues of $489 million, compared to operating revenues of $461 million in the first quarter of 2021. The net loss from continuing operations attributable to Nabors common shareholders for the quarter was $196 million, or $26.59 per share. The second quarter results included charges of $81 million comprised mainly of an impairment of assets in Canada, related to the pending sale of the Company's Canada drilling rigs, and a tax reserve for contingencies in its International segment. This compares to a loss from continuing operations of $141 million, or $20.16 per share in the prior quarter. Excluding the above unusual items in the second quarter, the net loss improved by $26 million, primarily reflecting higher adjusted EBITDA, and lower depreciation and income tax expense. Second quarter adjusted EBITDA was $117 million, compared to $108 million in the first quarter. Anthony G. Petrello, Nabors Chairman, CEO and president, commented, "Our second quarter results validate our strategy as we made concrete progress on our goals. All of our segments performed well. Second quarter adjusted EBITDA was 9% higher than the first quarter, and above our expectations. We benefitted from continued activity increases in U.S. and International markets. Sequential improvements were achieved in our Drilling Solutions business, as well as Rig Technologies, which recorded its highest performance in the last year. "We had another outstanding quarter in terms of free cash flow generation, which drove further progress in cutting our debt. "During the second quarter, global oil prices increased steadily. Oilfield activity responded, and in particular in our drilling markets. The Lower 48 land drilling market grew by 16% on average in the second quarter. Activity also strengthened in our major international markets, notably for Nabors, in Saudi Arabia and Latin America. With the strength in commodity markets since the pandemic lows, we expect continued increases in drilling activity both in the U.S. and internationally. In tandem with improved utilization, we also expect pricing to increase in the second half of 2021." Consolidated and Segment Results The U.S. Drilling segment reported $59.8 million in adjusted EBITDA for the second quarter of 2021, a 2% increase from the prior quarter. For the quarter, Nabors' average Lower 48 rig count, at 64, increased by more than seven rigs, or 13%. Average daily margins in the Lower 48 were $7,017, as rigs were added at current market rates. The U.S. Drilling segment's rig count currently stands at 72, with 67 rigs in the Lower 48. Based on the Company's current outlook, the third quarter average Lower 48 rig count is expected to increase by four to six rigs over the second quarter average. Nabors expects third quarter Lower 48 drilling margins in line with the second quarter level. For the third quarter, for the U.S. Offshore and Alaska operations, the Company expects adjusted EBITDA similar to the second quarter. International Drilling adjusted EBITDA increased sequentially by 14%, to $71.3 million. The rig count averaged 68 rigs, a 5% increase from the first quarter. This improvement was driven primarily by new contracts in Colombia and the resumption of drilling rigs that had been temporarily idled in Saudi Arabia. Average margin per day was $13,420, an increase of more than $500, driven by improved performance in Saudi Arabia and more generally in the Eastern Hemisphere. The third quarter outlook for the International segment includes a slight decline in rig count, and daily margins in line with the second quarter. This change in rig count reflects idle time as one of the Company's rigs moves between customers and an additional rig moves between platforms to accommodate the client's change in activity profile. In Drilling Solutions, adjusted EBITDA of $12.8 million increased by 12% compared to the previous quarter, due to stronger activity across all service lines. The main contributors to the improvement were performance drilling software and casing running services. The Company expects third quarter Drilling Solutions adjusted EBITDA to increase versus the second quarter. In the Rig Technologies segment, second quarter adjusted EBITDA was $2.0 million, an improvement of $2.6 million compared to the first quarter. The increase was mainly due to a better sales mix of repairs and capital equipment. The Company expects third quarter adjusted EBITDA for Rig Technologies above the second quarter level. Canada Drilling reported second quarter adjusted EBITDA of $3.0 million, reflecting the usual seasonal reduction in activity. The previously announced sale of the Canada drilling assets is expected to close around the end of July. Free Cash Flow and Capital Discipline Free cash flow, defined as net cash provided by operating activities less net cash used by investing activities, as presented in the Company's cash flow statement, totaled $68 million in the second quarter after funding capital expenditures of $77 million. The Company improved total debt by $76 million during the second quarter and improved net debt, defined as total debt less cash, cash equivalents and short-term investments, by $58 million. For the full year, capital expenditures are expected to total approximately $300 million, including roughly $100 million funded by SANAD, to support the SANAD rig newbuild program. William Restrepo, Nabors CFO, stated, "The improving commodity markets are favorable for oilfield activity. We have seen clients become increasingly selective in their vendors, favoring those that can deliver high performance with advanced drilling and information solutions, combined with best in class safety results. We believe our fleet capabilities combined with our smart app portfolio continue to be industry leading. "We have seen a strong activity response by our client base to the improvement in commodity prices over the past year. The Lower 48 appears poised to strengthen further, especially among private and smaller operators. We are optimistic for growth in our International markets later in 2021. "Our commitment to capital discipline was once again demonstrated by strong free cash flow generation. With our cash flow performance, we have funded the global operation, including the newbuild rigs for SANAD, while improving our net debt. We recently launched an innovative delevering transaction with the issuance of warrants to shareholders. We believe the exercise of these warrants will be one more milestone in our progress towards a strong capital structure." Mr. Petrello concluded, "The second quarter results exceeded our expectations. We made solid progress on our twin goals to generate free cash flow and reduce net debt. Our improving operating performance and timely asset sales demonstrate our commitment to optimizing our capital allocation and improving our leverage. "Our commitment to ESG and Sustainability continues. We recently improved our performance in both Environmental and Social score metrics, and are working to advance these efforts further. "We made additional progress on our initiatives in the energy transition. We are making investments in geothermal companies with potentially disruptive technology. We also signed agreements that give us access to technologies in fuel efficiency and emissions reduction, as well as carbon capture. These efforts are in addition to our own internal initiatives focused on power management and energy storage. "In parallel, we are pressing our leadership position further in the automation and digitalization of the well construction process. We are determined to continue delivering and realizing value with our advanced solutions. "For the second half of 2021, we expect further improvement in oilfield industry fundamentals, notwithstanding the challenges posed by the COVID Delta variant. With our outstanding workforce, global fleet capability that is second to none, and our growing technology portfolio, we believe we will make even more progress on our financial goals this year." About Nabors Nabors (NYSE: NBR) owns and operates land-based drilling rig fleets and provides offshore platform rigs in the United States and several international markets. Nabors also provides directional drilling services, tubular services, performance software, and innovative technologies for its own rig fleet and those of third parties. Leveraging advanced drilling automation capabilities, Nabors highly skilled workforce continues to set new standards for operational excellence and transform the industry. Nabors reported a net loss attributable to common shareholders of $820.25 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common shareholders of $720.13 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $5.50 billion in total assets, $3.80 billion in total liabilities, $442.84 million in redeemable noncontrolling interest in subsidiary, and $1.25 billion in total equity. * * * As reported by the TCR on Dec. 14, 2020, S&P Global Ratings raised its issuer credit rating on U.S.-based onshore drilling contractor Nabors Industries Ltd. to 'CCC+' from 'SD', reflecting its assessment of the company's credit risk following the debt exchange. Also in December 2020, Fitch Ratings downgraded the Issuer Default Rating (IDR) for Nabors Industries, Ltd. and Nabors Industries, Inc. (collectively, Nabors) to 'RD' from 'C' upon the completion of the company's exchange of senior unsecured notes for new senior unsecured priority guaranteed notes. Fitch deemed the exchange as a distressed debt exchange (DDE) under its criteria. NEOVASC INC: To Report Q2 2021 Financial Results on August 10 ------------------------------------------------------------- Neovasc Inc. will report financial results for the second quarter ended June 30, 2021 on Tuesday, Aug. 10 2021. Neovasc's President and Chief Executive Officer, Fred Colen, and Chris Clark, Chief Financial Officer, will host a conference call to review the Company's results at 4:30 pm EDT. Interested parties may access the conference call by dialing (877)-407-9208 or (201)-493-6784 (International) and reference Conference ID 13721306. Participants wishing to join the call via webcast should use the link posted on the investor relations section of the Neovasc website at https://www.neovasc.com/investors/. A replay of the webcast will be available approximately 30 minutes after the conclusion of the call using the link on the Neovasc website. About Neovasc Inc. Neovasc is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. The Company is a leader in the development of minimally invasive transcatheter mitral valve replacement technologies, and minimally invasive devices for the treatment of refractory angina. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently commercially available in the United States (2 U.S. patients have been treated under Compassionate Use) and has been commercially available in Europe since 2015, and Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada, Israel and Europe. For more information, visit: www.neovasc.com. Neovasc reported a net loss of $28.69 million for the year ended Dec. 31, 2020, compared to a net loss of $35.13 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $17.88 million in total assets, $15.90 million in total liabilities, and $1.98 million in total equity. Grant Thornton, LLP, in Vancouver, Canada, the Company's auditor since 2002, issued a "going concern" qualification in its report dated March 10, 2021, citing that the Company incurred a comprehensive loss of $30.2 million during the year ended Dec. 31, 2020. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern as at Dec. 31, 2020. NEW BETHEL: Sept. 15 Disclosure Statement Hearing Set ----------------------------------------------------- On May 31, 2021, debtor New Bethel Baptist Church filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a disclosure statement and a plan. On July 27, 2021, Judge Frank J. Santoro ordered that: * September 15, 2021 at 11:00 a.m. in 600 Granby Street, 4th Floor, Courtroom Two, Norfolk, Virginia is the hearing to consider the approval of the disclosure statement. * September 8, 2021 is fixed as the last day for filing and serving written objections to the disclosure statement. A copy of the order dated July 27, 2021, is available at https://bit.ly/3lbciH2 from PacerMonitor.com at no charge. Counsel for New Bethel Baptist Church: Joseph T. Liberatore Nathaniel Y. Scott Liberatore DeBoer P.C. Town Point Center, Suite 604 150 Boush Street Norfolk, VA 23510 Telephone: (757) 333-4500 Facsimile: (757) 333-4501 About New Bethel Baptist Church New Bethel Baptist Church is an unincorporated religious association pursuant to the Constitution of the Commonwealth of Virginia. New Bethel Baptist Church, based in Portsmouth, VA, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-73531) on Sept. 24, 2019. In the petition signed by Melinda L. Starkley, chairman of the trustees, the Debtor disclosed $1,449,207 in assets and $4,034,673 in liabilities. The Hon. Frank J. Santoro oversees the case. Joseph T. Liberatore, Esq., at Crowley Liberatore P.C., serves as bankruptcy counsel. NEW HOME: Apollo Funds Transaction No Impact on Moody's B3 CFR -------------------------------------------------------------- Moody's Investors Service said The New Home Company, Inc.'s ratings, including the B3 Corporate Family Rating, B3 senior unsecured notes rating and stable outlook remain unchanged following the announcement that the company has entered into a definitive merger agreement with funds managed by affiliates of Apollo Global Management, Inc. ("Apollo Funds"). Under the terms of the agreement Apollo Funds has agreed to acquire the New Home in an all-cash transaction valued at $9.00 per share. The acquisition is expected to be fully funded with equity provided by the Apollo Funds and no incremental debt is expected to be raised in connection with the transaction. Furthermore, Moody's anticipates Apollo Funds will assume New Home's debt, including the outstanding 7.25% $285 million senior unsecured notes. The transaction is subject to customary closing conditions and the tender of shares representing at least a majority of New Home's outstanding common stock and is expected to close in the second half of the year. New Home's potential ownership by Apollo Funds, a private equity firm, does raise governance concerns, specifically as it relates to future financial policy. Governance considerations include Apollo Fund's willingness to take on additional leverage in order to fund growth through acquisitions, as well as to make shareholder distributions. The purchase price is well in excess of the company's current market value suggesting the investment from Apollo will likely include operational changes to enhance growth and profitability. The New Home Company's B3 CFR reflects high leverage and heavy reliance on sales from the state of California, which made up close to 90% of homebuilding revenues in 2020. These factors are offset by the company's shift to higher sales of entry-level homes, a product that is experiencing strong growth, particularly in California where affordability has been a challenge. Absent any changes under Apollo management, New Home's SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectation that the company will maintain adequate liquidity, characterized by negative free cash flow over the next 12-18 months as a result of increased land investment to support growth. In addition, Moody's expects the company to maintain full availability on its $60 million unsecured revolver and modest cushion on its maintenance covenants. In the event the transaction is successfully completed The New Home Company will become private, and Moody's expects to withdraw its SGL rating. Headquartered in Irvine, California and established in 2009, New Home designs, builds, and sells homes in California and Arizona. It also acts as a fee builder for third-party land owners. For 2020, its revenue mix was 84% its own home sales and 16% fee build. Total revenues for twelve months ended March 31, 2021 were $474 million. NIEMAN PRINTING: CEO Mishandled Funds, US Trustee Alleges --------------------------------------------------------- William T. Neary, the United States Trustee for Region 6, filed with the U.S. Bankruptcy Court for the Northern District of Texas a motion seeking to: (a) authorize the appointed Subchapter V Trustee for Nieman Printing, Inc., H. Thomas Moran II, to perform expanded duties according to Section 1183(b) of the Bankruptcy Code and/or; (b) remove the Debtor-In-Possession under Section 1185 of the Bankruptcy Code, or, in the alternative; (c) convert the Debtor's case to a case under Chapter 7. The U.S. Trustee related that about two months prior to the bankruptcy filing, the Debtor's President and Chief Executive Officer, Garret Graves, caused the Debtor to sell a 2017 Heidelberg Model CD-102-6+L Six Color printing press for $1,000,000 to Aman Kumar and Anand Printing and Machinery, Inc. without the knowledge or consent of the People's Capital and Leasing Corp., who is the lienholder on that Printing Press. Graves used the proceeds to pay the Debtor's payroll and other expenses, rather than to pay People's Capital's secured claim. Moreover, the Debtor's Statement of Financial Affairs reflects nearly $2.7 million in transfers within the 90 days leading up to bankruptcy, including transfers to (i) Graves's father, (ii) friend, and (iii) debts of Grave's 100% owned entity, SMG Technologies, Inc., on which the Debtor is not obligated. The Statement of Financial Affairs also discloses transfers to insiders within one year. Graves's testimony at the section 341 meeting also revealed that the Debtor's Schedule E/F could not be relied upon because the claim amounts listed for many of the creditors were not the full amount of the debt due and owing, but the amount of the Debtor's monthly payment on that debt. Accordingly, the Court should enter an order authorizing the appointed subchapter V trustee to perform duties pursuant to Section 1183(b) and/or remove the debtor-in-possession pursuant to Section 1185 of the Bankruptcy Code. In the alternative, the Court should enter an order converting the Debtor's case to a case under Chapter 7. A copy of the motion is available for free at https://bit.ly/3faVps3 from PacerMonitor.com. The Court will conduct an expedited hearing on the motion on August 9, 2021 at 2:30 p.m., at the U.S. Trustee's behest. About Nieman Printing, Inc. Nieman Printing, Inc., which owns and operates a printing company in Dallas, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 21-31134) on June 17, 2021. As of the Petition Date, the Debtor estimated between $1,000,000 and $10,000,000 in both assets and liabilities. The petition was signed by Garrett Graves, president. Judge Stacey G. Jernigan is assigned to the case. Eric A. Liepins, P.C. represents the Debtor as counsel. H. Thomas Moran II is the appointed Subchapter V Trustee for the Debtor. NIR WEST: Court OKs Stipulation with BOTW on Cash Access --------------------------------------------------------- Judge Christopher D. Jaime of the U.S. Bankruptcy Court for the Eastern District of California approved the stipulation between Walter R. Dahl, Subchapter V Trustee of NIR West Coast, Inc. dba Northern California Roofing; and Bank of the West (BOTW) to extend the Trustee's authority to use the cash collateral through and including the later of: * the final hearing on confirmation of the First Amended Joint Plan of Reorganization, currently set for August 17, 2021; and * if the First Amended Joint Plan of Reorganization is confirmed, the Effective Date of the Plan. The stipulation provides that the use of the cash collateral shall be according to the cash flow projections for July 2021 and August 2021, except for the payment of professional fees. Moreover, the use of cash collateral shall be consistent with the terms in the motion and order, including (i) the continued payment to BOTW of $1,250 on the 10th of each month; and (ii) the continued granting of replacement liens to BOTW and the U.S. Small Business Administration, in all property of the estate of the kind securing the Debtor's obligations to them. The postpetition replacement liens are deemed in the same priority of the creditors' prepetition liens. The parties may extend the use of cash collateral without further order of the Court if made by stipulation executed by the parties. A copy of the approved stipulation is available for free at https://bit.ly/2TJsTGJ from PacerMonitor.com. About NIR West Coast, Inc. dba Northern California Roofing Co. NIR West Coast, Inc. -- https://northerncaliforniaroofing.com/ -- which conducts business under the name Northern California Roofing, is a general building contractor that specializes in all phases of the roofing process: from roof repairs to roof replacements, as well as maintenance programs and complete roof overhauls. NIR West Coast filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 20-25090) on Nov. 4, 2020. The petition was signed by Gregory Lynn, president and chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Christopher D. Jaime oversees the case. Weintraub Tobin Chediak Coleman Grodin Law Corp. represents the Debtor as legal counsel. Bank of the West is represented in the case by Gabriel P. Herrera, Esq. -- gherrera@kmtg.com -- at Kronick Moskovitz Tiedemann & Girard. NOVELIS CORP: Moody's Rates New $750MM Unsecured Notes 'B1' ----------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the proposed $750 million senior unsecured notes due 2026 and $750 million senior unsecured notes due 2031 issued by Novelis Corporation, a wholly-owned subsidiary of Novelis Inc. (Novelis), and guaranteed by Novelis Inc. and certain of its subsidiaries. Proceeds from the new notes will be used to redeem the 5.875% senior unsecured notes due 2026. All other ratings are unchanged. The Speculative Grade Liquidity Rating is SGL-1. The outlook is stable Assignments: Issuer: Novelis Corporation Gtd. Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) RATINGS RATIONALE Novelis Inc.'s Ba3 CFR reflects the company's large scale and significant market position in a number of end markets including can packaging, where it enjoys a leading market share, automotive, specialty, and aerospace to which it gained exposure through the acquisition of Aleris. The CFR also considers the company's broad geographic footprint with operations, including those of Aleris, in North and South America, Europe and Asia. The company's operating and financial performance strengthened markedly in the second half of calendar year 2020 on solid shipment levels and better product mix despite the impact of the pandemic on some of its end-markets, particularly, aerospace. This positive trend persisted in calendar 2021, leading to a material growth in revenues and EBITDA, which along with debt repayment improved the Moody's-adjusted debt/EBITDA to 4x as of March 31, 2021 from 6.8x as of June 30, 2020. The outperformance was supported by the resilient nature of the company's beverage can segment, sharp demand rebound in the automotive and specialty segments, cost reduction initiatives and the achievement of the outlined run-rate cost synergies following the closing of the Aleris acquisition. Novelis is well positioned to benefit from the continued expected recovery in the automotive market in calendar 2021 and 2022 notwithstanding that widely reported chip shortages, logistical challenges and input cost pressures are adversely impacting production rates of many automakers. While demand growth in building and construction sector could slow down in 2021 after a strong 2020 as backlogs and new bid requests decline, Moody's expects continued moderate growth in shipments and revenues for the specialty segment. The increasing use of aluminum cans which have relatively high recycling rates, growing sustainability concerns with the respect to plastic packaging and greater, pandemic-induced at-home consumption patterns are expected to continue supporting demand for beverage can sheet in the near and medium term. Although recovery in the aerospace industry will be more prolonged, sales of aluminum sheet and plate to this industry represent a small proportion of the overall Novelis' business. Moody's expects Novelis to generate over $2 billion in Moody's-adjusted EBITDA and $650-750 million in annual free cash flow in FY2022 and FY2023. Assuming the company repays $648 million of the $1.7 billion term loan remaining balance and other short-term borrowings from cash flows, Moody's estimates that adjusted debt/EBITDA will decline to about 3x by March 2022 (FY2022 year-end). The company is expected to maintain its excellent liquidity profile while continuing on this strategic deleveraging path. The stable outlook anticipates that Novelis will continue to exhibit improving earnings and cash flow generation over fiscal 2022 and 2023, deliver on the outlined run-rate combination synergies and reduce debt levels as planned. The outlook also anticipates that the company will continue its disciplined focus on costs, liquidity and capital expenditures in line with earnings and cash flow expectations in currently still uncertain environment and continue to maintain a cash position in excess of $1 billion. The SGL-1 Speculative Grade Liquidity Rating assumes that Novelis will maintain excellent liquidity over the next four quarters. Novelis' liquidity is supported by its $998 million cash position as of March 31, 2021 and $1.1 billion availability under a $1.5 billion senior secured asset-based revolving credit facility (ABL) maturing in April 2024 (unrated), subject to certain springing requirements concerning timing of repayment of the term loan and other debt facilities. The ABL is secured by accounts receivable and inventory. At any time the availability under the ABL is less than the greater of (a) $115 million or (b) 10% of the lesser of the facility size or the borrowing base, the company will be required to maintain a minimum fixed charge coverage of at least 1.25x. Availability is viewed as remaining sufficient such that this will not be tested. The company's secured term loan facilities (unrated) have a covenant restricting senior secured net leverage to no more than 3.5:1. In addition, the company has short-term credit facilities in Korea, Brazil and China to support operations in these countries. The B1 rating on the new and existing senior unsecured notes reflects their effective subordination to the significant amount of secured debt under the term loans, the ABL and priority payables. The new notes will have a downstream guarantee from Novelis Inc. and will also be guaranteed by all of Novelis Inc's existing and future US restricted subsidiaries, certain existing Canadian and other non-US restricted subsidiaries. Given the guarantee structure on the new senior unsecured notes being issued by Novelis Corporation, these notes will rank pari passu with the existing senior unsecured notes. As a producer of flat-rolled aluminum products, Novelis faces a number of ESG risks, particularly on the environmental aspect with respect to air emissions, wastewater discharges, site remediation to name a few. The company is subject to many environmental laws and regulations in the regions in which it operates. However, Novelis is a leading recycler of aluminum, which is less energy intensive in the rolling process than the production of primary aluminum. More than 59% of the company's raw material input is sourced from recycled aluminum and the company recycled in excess of 70 billion UBCs. Additionally, working with its automotive customers, the company, through its closed-loop recycling process, collects aluminum scrap metal from the automotive manufacturing process for reuse. The company has long been focused on safety and supports community projects in its regions of operations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade of Novelis Inc.'s credit ratings if leverage (adjusted debt/EBITDA) improves to below 3.5x, adjusted EBIT margin is sustained above 7% and (CFO-Dividends)/Debt increases to and is sustained above 25%. Novelis' ratings could be downgraded if liquidity, measured as cash plus ABL availability, evidences a material deterioration, if company makes substantial debt-financed acquisitions or if shareholder returns meaningfully exceed the capital allocation framework targets established by Hindalco Industries, the ultimate parent company of Novelis Inc. Expectations of significant production rate cuts by the company's customers or an extended slump in the end-markets served could lead to negative pressure on the ratings. Quantitatively, ratings could be downgraded if the adjusted EBIT margin is expected to be sustained below 5% or (Cash flow from operations less dividends)/debt is sustained below 15% and leverage, measured as debt/EBITDA ratio, does not evidence improving trends and is expected to be sustained above 4.5x. Headquartered in Atlanta, Georgia, Novelis is the world's largest producer of aluminum rolled products. The company operates through four regional segments, North America, Europe, Asia and South America. While Novelis sells into a number of end markets, the company currently ships a meaningful level to the can sheet market, although sales to the automotive market are increasing as a percentage of sales. The acquisition of Aleris has expanded Novelis' footprint in specialties (including building and construction) and aerospace. Novelis generated approximately $12.3 billion in revenues for the twelve months ended March 31, 2021. Novelis is ultimately 100% owned by Hindalco Industries Limited (unrated) domiciled in India. The principal methodology used in these ratings was Steel Industry published in September 2017. ODYSSEY ENGINES: Wins Access to Cash Collateral Thru Sept. 30 ------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida authorized Odyssey Engines, LLC and its debtor-affiliates to use cash collateral to pay the ordinary course expenses of its business, pursuant to the budget, as well as applicable United States Trustee fees, through and including September 30, 2021. Specifically, the Court order shall remain in effect until the earlier of: (a) September 30, 2021; or (b) the entry of a confirmation order; (c) the entry of an order dismissing the Debtors' case; (d) the granting of stay relief in favor of Synovus Bank, upon the consent and agreement of Synovus; or (e) the entry of a Court order extending the use of cash collateral. The Debtors have represented that there is no unencumbered Cash Collateral emanating from any alleged collateral of Preferred Bank. Thus, the Debtors are not authorized to use Preferred Bank's Cash Collateral. Judge Mark ruled that the Debtors grant Synovus Bank a perfected first priority post-petition security interest and lien on the Debtors' cash collateral -- to the same priority, validity and extent that Synovus held a properly perfected pre-petition security interest in such assets as its pre-petition lien, which the Debtors acquired postpetition -- as security for the Debtors' obligations to Synovus, to the extent of cash collateral used by the Debtors. Judge Mark also authorized the Debtors to borrow funds from the Owners to the extent that post-petition cash flow is insufficient to meet postpetition obligations (excluding debt service). The Owners acknowledge that such loans presently have no repayment terms and cannot be paid without Order of the Court but that in no event will they be treated as administrative obligations. Any cash flows generated by engine leases which are the subject of the liens alleged by Synovus or Preferred, shall be segregated and not used by the Debtors pending the next hearing. A copy of the order is available for free at https://bit.ly/3zP74Vn from PacerMonitor.com. About Odyssey Engines Odyssey Engines, LLC and its affiliates own, lease, and maintain aircraft engines. On June 23, 2020, Odyssey Engines and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 20-16772). The petitions were signed by David Alan Boyer, president. At the time of the filing, each Debtor disclosed assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Robert A. Mark oversees the cases. The Debtors have tapped David R. Softness, P.A. as legal counsel; GGG Partners, LLC as a chief restructuring officer; Bedford Advisers as financial advisor; and Pat Duggins Consulting Services Inc. as an appraiser. Synovus Bank is represented by Daniel Gold, Esq. -- Daniel.gold@bipc.com -- at Buchanan Ingersoll & Rooney as counsel. Preferred Bank is represented by Daniel DeSouza, Esq. -- ddesouza@desouzalaw.com -- as counsel. PARADIGM MIDSTREAM: Moody's Alters Outlook on B3 CFR to Stable -------------------------------------------------------------- Moody's Investors Service changed Paradigm Midstream, LLC's rating outlook to stable from negative, and concurrently affirmed the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 senior secured term loan facility. "The stable outlook reflects Paradigm's improved throughput volume and operating cash flow in 2021 and our expectation that the company will generate sufficient free cash flow to cover its scheduled principal amortizations through 2022," said Sajjad Alam, Moody's Senior Analyst. "While the recovery in drilling and development activity in the Williston Basin remains well below pre-pandemic levels, downward pressure on volumes has abated and producers could gradually increase spending in 2022 if oil price continues to hold above $60/bbl." Affirmations: Issuer: Paradigm Midstream, LLC Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Senior Secured Term Loan, Affirmed B3 (LGD4) Outlook Actions: Issuer: Paradigm Midstream, LLC Outlook, to Stable from Negative RATINGS RATIONALE Paradigm's B3 CFR reflects its relatively small-scale midstream operations, significant customer and geographic concentration in the Williston Basin, and high financial leverage. The rating also reflects the company's $44 million combined debt amortization requirements in 2022-23, limited near term volume growth prospects, and the risks involving the potential shutdown of Dakota Access Pipeline and the negative impact it could have on Williston Basin investment broadly and Paradigm's throughput volume and cash flow. Paradigm's CFR is supported by significant minimum volume commitment contracts with customers that provide a base level of cash flow, long-term fee-based acreage dedication from several E&P companies and producing wells, ability to generate free cash flow, and structural features in the loan agreement that should facilitate further deleveraging. While leverage jumped in 2020, Moody's expects Paradigm's debt/EBITDA to decline towards 5x as earnings slowly recover and the company continues to amortize its term loan balance. The company should have adequate liquidity through 2022. Paradigm had $15 million in cash and $10 million in available borrowing capacity under its $25 million committed revolving credit facility as of March 31, 2021. The company has already prepaid its 2021 required debt amortization obligations, which will enable the company to comfortably cover its capital expenditures for the remainder of 2021 and build cash. However, throughput volumes need to remain steady and grow to adequately cover future required principal amortizations of $20 million and $24 million in 2022 and 2023, respectively. Based on Moody's estimate of roughly $60 million in annual EBITDA, Paradigm should remain in compliance with its 1.1x debt service coverage ratio maintenance covenant through 2022. However, covenant cushion will be modest. Paradigm's senior secured term loan is rated B3, the same as the B3 CFR given the small size of the revolver relative to the term loan. The term loan (maturing September 2024) is secured by a first lien claim to Paradigm's assets, but the $25 million revolving credit facility has a super-priority claim to Paradigm's assets and matures ahead of the term loan in September 2023. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade is unlikely in the near term; however, a rating increase could be considered if Paradigm achieves significant volume and cash flow growth and sustains financial leverage below 5x while boosting interest coverage near 3x. Paradigm's CFR could be downgraded if the interest coverage ratio falls below 1.5x, liquidity weakens or the company suffers a sustained decline in throughput volumes. The principal methodology used in these ratings was Midstream Energy published in December 2018. Paradigm Midstream, LLC is a private midstream company engaged in the gathering, transportation, and storage of crude oil, as well as transporting natural gas and produced water in the Williston Basin in North Dakota and the Eagle Ford Shale in south Texas. Paradigm is 100% owned by Ares Energy Investors Fund Midstream LP (unrated). PENNSYLVANIA REAL: Egan-Jones Keeps CCC- Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on July 12, 2021, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Pennsylvania Real Estate Investment Trust. EJR also maintained its 'D' rating on commercial paper issued by the Company. Headquartered in Philadelphia, Pennsylvania, Pennsylvania Real Estate Investment Trust is a self-administered real estate investment trust involved in acquiring, managing, and holding real estate interests for current yield and long-term appreciation. PG&E CORP: SEC Would Not Take Fire Disclosures Enforcement Action ----------------------------------------------------------------- PG&E Corp. said in its Form 10-Q for the quarter ended June 30, 2021, which was filed with the SEC on July 29, 2201, that on March 20, 2019, it learned that the SEC's San Francisco Regional Office was conducting an investigation related to PG&E Corporation's and the Utility's public disclosures and accounting for losses associated with the 2018 Camp fire, the 2017 Northern California wildfires and the 2015 Butte fire. On May 5, 2021, the SEC notified PG&E Corporation and the Utility that the SEC had concluded its investigation and did not intend to recommend an enforcement action. Meanwhile, in another filing with the SEC, dated July 30, 2021, PG&E disclosed that on July 29, 2021, the Shasta County District Attorney's Office announced that it has determined that Pacific Gas and Electric Company is criminally liable for causing the 2020 Zogg fire, which ignited on September 27, 2020. The announcement stated that a final decision as to the nature and grade of charges has not yet been made, but that a filing decision will be made prior to the anniversary of the 2020 Zogg fire. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. Munger Tolles & Olson LLP, as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PREMIER DENTAL: Moody's Affirms B3 CFR & Rates New Secured Debt B3 ------------------------------------------------------------------ Moody's Investors Service affirmed Premier Dental Services, Inc.'s (dba Western Dental) B3 Corporate Family Rating and B3-PD Probability of Default Rating. At the same time, Moody's assigned a B3 to the proposed new senior secured bank credit facilities, and will withdraw the existing ratings upon close of the transaction. The outlook remains stable. The affirmation reflects Western Dental's continued recovery from the coronavirus pandemic, improved operating margins and reduced debt/EBITDA to around 7.3x for the twelve months ended March 31, 2021. At the same time, Western Dental has improved its liquidity with the upsized revolving credit facility from $35 to $60 million and reduced interest expense which will support free cash flow generation. The B3 rating assigned to the new first lien revolving credit and term loan facilities reflects that they comprise the preponderance of debt in the capital structure. Proceeds from the new facilities will repay the existing facilities at close in a largely leverage neutral transaction. The stable outlook reflects Moody's expectation that this level of leverage, along with the company's ability to reduce variable costs and growth capital expenditures if necessary, better position the company to generate free cash flow. Additionally, Western Dental's more stringent underwriting standards, focus on upfront collections and reduced interest expense, should also allow Western Dental to further improve free cash flow and de-risk earnings volatility. Affirmations: Issuer: Premier Dental Services, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Assignments: Issuer: Premier Dental Services, Inc. Senior Secured First Lien Term Loan, Assigned B3 (LGD3) Senior Secured First Lien Revolving Credit Facility, Assigned B3 (LGD3) Outlook Actions: Issuer: Premier Dental Services, Inc. Outlook, Remains Stable RATINGS RATIONALE Premier Dental Services, Inc.'s (dba Western Dental) B3 Corporate Family Rating reflects the company's very high geographic concentration in California, with about 80% of revenue. The rating also reflects risks related to Western Dental's captive financing program, as a significant portion of Western Dental's clients use financing to pay for dental services, and the risk associated with rising unemployment levels. Leverage is high at around 7.3 times but expected to improve with the return of patient volumes and more stringent underwriting standards that should also result in better free cash flow generation. Moreover, the rating is supported by the company's established market position in California and favorable industry dynamics. Further, the rating is supported by its adequate liquidity. Western Dental has an adequate liquidity profile based on its improved cash balances of about $82 million cash balance as of March 31, 2021, and an undrawn $60 million revolver (upsized from $35 million to support the larger business). Moody's expects free cash flow to be modestly positive in 2021 due to improved volumes, lower interest expense, reduced variable costs and Western Dental's more stringent underwriting standards and focus on upfront collections. Western Dental faces social risks such as the rising concerns around the access and affordability of healthcare services. However, Moody's does not consider the DSOs to face the same level of social risk as many other healthcare providers. However, Moody's understands that many of Western Dental's patients are charged interest on their installment plans, which can raise longer-term social risk given the growing focus on the affordability of healthcare. From a governance perspective, Moody's expects Western Dental's financial policies to remain aggressive due to its private equity ownership. As proposed, the new credit facilities are expected to provide covenant flexibility that could adversely affect creditors. Notable terms include the following: first lien incremental debt capacity up to the greater of $120 million and 100% of LTM Consolidated EBITDA, plus unused amounts available under the General Debt Basket, plus an additional amount of incremental revolving facilities up to 4.25x First Lien Net Leverage Ratio (if pari passu secured) or up to 6.0x First Lien Net Leverage Ratio if junior debt. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which prohibit the transfer of material intellectual property to unrestricted subsidiaries, with the exception of any bona fide operational joint venture established for legitimate business purposes. The above are 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 Western Dental's liquidity weakens, sustains leverage above 6.0 times or fails to improve operating results. The ratings could be upgraded if Western Dental materially increases in scale and geographic diversity; follows a disciplined financial policy, increasing free cash flow, with adjusted debt to EBITDA maintained at or below 5.0 times. Western Dental provides full service general, specialty and orthodontic dentistry services and is the largest provider of dentistry services in the State of California. The company directly employs the majority of its dentists. The company is owned by New Mountain Capital and generated revenues of around $577 million for LTM March 31, 2021. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. PRIME ECO: Case Summary & Largest Unsecured Creditors ----------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Prime Eco Group, Inc. 21-32560 2933 State Highway 60 South Wharton, TX 77488 Prime Eco Supply, LLC 21-32561 aka Bluebonnet Freight & Transport Co 2933 State Highway 60 South Wharton, TX 77488 Business Description: Prime Eco Group, Inc. is a privately held, Texas Corporation founded in 1998. Headquartered in Sugar Land, Texas and with manufacturing facilities in Wharton, TX - Prime Eco Group focuses on the manufacturing, supply, and development of chemical additives & specialty chemicals for the oil, gas, and construction industries. Chapter 11 Petition Date: July 29, 2021 Court: United States Bankruptcy Court Southern District of Texas Judge: Hon. David R. Jones (21-32560) Hon. Eduardo V Rodriguez (21-32561) Debtors' Counsel: Margaret M. McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 25420 Kuykendahl Road, Suite B300-1043 The Woodlands, TX 77375 Tel: 713-659-1333 Email: margaret@mmmcclurelaw.com Prime Eco Group, Inc.'s Total Assets: $3,057,685 Prime Eco Group, Inc.'s Total Liabilities: $3,587,476 Prime Eco Supply, LLC's Total Assets: $107,969 Prime Eco Supply, LLC's Total Liabilities: $527,681 The petitions were signed by Fernando Guzman as president/CEO and managing member. Debtor Prime Eco Supply, LLC listed Fairview Partners Investment Management, LLC as its sole unsecured creditor holding a claim of $527,681. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WODWOMI/Prime_Eco_Group_Inc__txsbke-21-32560__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/G7UN6GI/Prime_Eco_Supply_LLC__txsbke-21-32561__0001.0.pdf?mcid=tGE4TAMA A copy of Prime Eco Group, Inc.'s list of 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WK7ESRI/Prime_Eco_Group_Inc__txsbke-21-32560__0002.0.pdf?mcid=tGE4TAMA PURDUE PHARMA LP: 15 U.S. States Agree to Bankruptcy Plan --------------------------------------------------------- Agence France-Presse reports that 15 U.S. states have dropped their opposition to a bankruptcy plan for OxyContin maker Purdue Pharma, which is accused of triggering America's opioid crisis, court documents show. The agreement is a step towards the pharmaceutical firm paying $4.3 billion to settle cases related to the crisis, which has caused more than 500,000 overdose deaths in the United States over the past 20 years. A mediator's report filed in a New York state bankruptcy court late Wednesday announced that the states had reached an agreement with Purdue Pharma that would see its owners, the Sackler family, provide an additional $50 million. Under the terms of the deal, Purdue will also make public tens of millions of documents, including exchanges with its lawyers that have so far remained confidential. The states include New York and Massachusetts which have been aggressively pursuing the company. Purdue Pharma agreed in October 2020 to plead guilty to criminal charges relating to its aggressive promotion of OxyContin, a painkiller it knew to be addictive, as part of a deal with the US Justice Department worth $8.3 billion. The charges included defrauding federal health agencies and of paying illegal kickbacks to doctors. The company filed for bankruptcy in September 2019, saying it would restructure and help tackle addiction. Ten states, including California, still oppose the proposals of Purdue and the Sacklers. The opioid crisis, which has ravaged communities across the United States, has triggered a mountain of litigation in the country. A host of civil and criminal charges have been launched, targeting pharmaceutical firms, distributors, wholesalers, pharmacies and doctors, with some of those cases resulting in negotiated settlements for heavy damages. 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. PURDUE PHARMA: Court Approves $22 Million Worker Bonus Program -------------------------------------------------------------- Law360 reports that a New York bankruptcy judge Thursday, July 29, 2021, gave Purdue Pharma the go-ahead to pay up to $22.1 million in retention bonuses to midlevel workers, rejecting calls to delay the decision until after next month's Chapter 11 plan confirmation hearing. Following a virtual hearing, U.S. Bankruptcy Judge Robert Drain approved the employee retention payments over the objections of federal bankruptcy watchdogs and state attorneys general, who had argued he should wait until after the board of directors changeover that will happen if he approves Purdue's Chapter 11 reorganization plan. 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. R.A. BORRUSO: Hearing Tuesday on Continued Cash Collateral Use -------------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida authorized R.A. Borruso, Inc. to use cash collateral on an interim basis, pursuant to the budget, pending a further hearing on the motion. The hearing is schedule for August 3, 2021 at 2 p.m. The Debtor, however, is not authorized to pay a car allowance to Anthony Borruso. The budget provided for these weekly office expenses: $1,353 from September 20 to September 26, 2021; $5,454 from September 27 to October 3, 2021; $1,500 from October 4 to October 10, 2021; $8,433 from October 11 to October 17; and $1,418 from October 18 to October 24, 2021. As adequate protection to its lenders, the Debtor is authorized to grant the lenders a replacement lien on all categories and types of collateral in which they held a security interest and lien as of the Petition Date, to the same extent, validity and priority that they held as of the Petition Date. The Debtor shall maintain insurance coverage for the Collateral pursuant to the loan and security documents. A copy of the order is available for free at https://bit.ly/376Kewe from PacerMonitor.com. About R.A. Borruso, Inc. R.A. Borruso, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06495) on August 27, 2020. The Debtor's case is jointly administered with that of affiliated companies, Nine Family Circle Holdings, Inc. and AJRANC Insurance Agency, Inc. (Bankr. M.D. Fla. Lead Case No. 20-06493). AJRANC Insurance Agency's case is the lead case. In the petition signed by Ryan A. Borruso, president, the Debtor R.A. Borruso disclosed up to $50,000 in assets and $10 million in liabilities. Judge Caryl E. Delano oversees all three cases. Scott A. Stichter, Esq. at Stichter, Riedel, Blain and Postler, P.A. is the Debtors' counsel. REGENTS COURT: Trustee Taps Byman & Associates as Legal Counsel --------------------------------------------------------------- Allison Byman, the Chapter 11 trustee for Regents Court Investors, LLC, received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Byman & Associates, PLLC as her legal counsel. The firm's services include: (a) administering assets of the Debtor's estate; (b) seeking court approval for issues related to administration of the estate; (c) investigating, and if necessary, prosecuting avoidance claims under Chapter 5 of the Bankruptcy Code or similar state law; (d) recovering property of the estate from the Debtor or third parties or generally prosecuting claims of the estate against third parties; (e) seeking court approval for the employment of professionals to assist in the execution of the trustee's duties; (f) reviewing and objecting to claims identified by the trustee as problematic; and (g) addressing unanticipated legal issues, which may arise during the administration of the estate. The firm's hourly rates are as follows: C. Alexander Higginbotham $325 per hour Randy W. Williams $450 per hour Robert Heinly $150 per hour Byman & Associates and its members are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy, according to court papers filed by the firm. The firm can be reached through: C. Alexander Higginbotham, Esq. Randy Williams, Esq. Byman & Associates, PLLC 7924 Broadway Ste 104 Pearland, TX 77581 Phone: (281) 884-9262 Email: rww@bymanlaw.com About Regents Court Investors Regents Court Investors, LLC is a limited liability company formed under the laws of the State of Texas for the purpose of acquiring and developing a tract of property located at 8940 Long Point Road, Houston. On May 31, 2021, an involuntary petition under Chapter 11 (Bankr. S.D. Texas Case No. 21-31802) was filed against Regents Court Investors by petitioning creditors Meredith Capital Corporation, David William Hall Architecture, and Benchmark Engineering. Leonard H. Simon, Esq., at Pendergraft & Simon, LLP, represents the petitioning creditors. Judge Jeffrey P. Norman oversees the Debtor's Chapter 11 case. Allison D. Byman is the trustee appointed in the Debtor's case. The trustee is represented by C. Alexander Higginbotham, Esq., at Byman & Associates, PLLC. RIVER BEND MARINA: Unsecureds to be Paid in Full in 60 Months ------------------------------------------------------------- River Bend Marina, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Alabama a Disclosure Statement and Plan of Reorganization dated July 29, 2021. This Chapter 11 case was filed because the Debtor had run out of funds to continue the operation of the treatment plan and needed to restructure its debts and its relationship with the Home Owners Association known as The Riverbend Association, Inc (the "HOA"). After this Chapter 11 case was filed, the litigation in state court was removed to the US Bankruptcy Court for the Northern District of Alabama for resolution as part of this Chapter 11 case. With the conclusion of the litigation with the HOA and under the PSC-approved rate schedule, the Debtor is able to proceed with proposing and funding a Plan of Reorganization in this Chapter 11 case. Under Alabama Law and Bankruptcy Law, limited liabilities have no exemption rights. There are no secured creditors in this case. The estimated amount available for general unsecured creditors other than secured creditors, administrative expenses and priority claims would be $12,383.38. Class I consists of Administrative Expenses. To pay all allowed administrative expenses, including but not limited to any tax claims, in full on the effective date of the plan. The allowed administrative expenses are expected in include fees and costs to the Clerk of the Court not to exceed $1,000.00 and legal fees to the attorney for the Debtor in the approximate amount of $4,500.00. The claims of holders of general unsecured claims as set out in this Disclosure Statement or as ordered by the Court shall be paid in full with interest at 4% per annum in 60 monthly installments with the first of said monthly installments being due and payable on the effective date of the Plan. The Debtor reserves the right to prepay without penalty Unsecured Claims at any time and in full. The equity security holders in this case are Anthony Schwieterman and Stephanie Schwieterman, who are all of the members and the managing members of the Debtor limited liability company. The equity security holders shall retain their equity security interests but shall receive nothing on account of their equity security interests until all higher priority classes have been satisfied. The Plan of Reorganization provides for the Debtor to retain the assets of the Debtor and to pay the plan payments and future expenses from future income. A full-text copy of the Disclosure Statement dated July 29, 2021, is available at https://bit.ly/3zWt3K8 from PacerMonitor.com at no charge. Attorney for Debtor: Robert D. McWhorter Jr., Esq. INZER HANEY MCWHORTER HANEY & SKELTON, LLC P.O. Box 287 Gadsden, AL 35902-0287 Tel: (256) 546-1656 E-mail: rdmcwhorter@bellsouth.net About River Bend Marina River Bend Marina, LLC, is a limited liability company operating a marina and a private waste treatment plant in Marshall County, Alabama. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 20-40075) on Jan. 15, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Robert D. McWhorter Jr., Esq., at Inzer Haney McWhorter Haney & Skelton, LLC. RIVERFRONT CRUISE: Case Summary & 12 Unsecured Creditors -------------------------------------------------------- Debtor: Riverfront Cruise and Anticipation Yacht Charters, LLC 301 SW 3rd Avenue Fort Lauderdale, FL 33312 Chapter 11 Petition Date: July 29, 2021 Court: United States Bankruptcy Court Southern District of Florida Case No.: 21-17382 Judge: Hon. Peter D. Russin Debtor's Counsel: Richard R. Robles, Esq. LAW OFFICES OF RICHARD R. ROBLES, P.A. 905 Brickell Bay Drive Suite 228 Miami, FL 33131 Tel: (305) 755-9200 E-mail: rrobles@roblespa.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James Campbell, the Debtor's member. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YDJNPZI/Riverfront_Cruise_and_Anticipation__flsbke-21-17382__0001.0.pdf?mcid=tGE4TAMA RIVERSTREET VENTURES: McGlinchey Represents Goitia Claimants ------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of McGlinchey Stafford, PLLC submitted a verified statement to disclose that it is representing David M. Rey Goitia, Maria Laura Morea De Rey Goitia, Marcos Rey Goitia, Maria Elena Mendoza Salazar and Sarah Morea in the Chapter 11 cases of Riverstreet Ventures, LLC. McGlinchey Stafford, PLLC represents the Creditors in connection with the Debtor's chapter 11 case. In addition, as of the date of this Verified Statement, the Creditors, both collectively and individually, do not and does not represent or purport to represent any other creditors or entity in connection with the Debtor's chapter 11 case. As of July 28, 2021, each of the Creditor and their disclosable economic interests are: Money Loaned ------------ David Rey Goitia $250,000.00 Maria Laura Morea de Rey Goitia c/o Jean-Charles Bosca 2699 Tiger Tail, Apt. PH51 Miami, FL 33133 David Rey Goitia $30,000.00 Maria Laura Morea de Rey Goitia c/o Jean-Charles Bosca 2699 Tiger Tail, Apt. PH51 Miami, FL 33133 Sara Morea $30,000.00 c/o Jean-Charles Bosca 2699 Tiger Tail, Apt. PH51 Miami, FL 33133 Marcos Rey Goitia $75,000.00 Maria Elena Mendoza Salazar c/o Jean-Charles Bo 2699 Tiger Tail, Apt. PH51 Miami, FL 33133 Counsel for David M. Rey Goitia, Maria Laura Morea De Rey Goitia, Marcos Rey Goitia, Marie Elena Mendoza Salazar and Sara Moreacan can be reached at: Rudy J. Cerone, Esq. Mark J. Chaney, III, Esq. McGlinchey Stafford PLLC 601 Poydras Street, 12th Floor New Orleans, LA 70130 Tel: (504) 596-2786 Fax: (504) 910-9362 E-mail: rcerone@mcglinchey.com mchaney@mcglinchey.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3liMqt3 and https://bit.ly/379RXK2 About Riverstreet Ventures Riverstreet Ventures, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 21-10818) on June 23, 2021. Philip J. Spiegelman, president, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $50 million. Judge Meredith S. Grabill oversees the case. Simon Peragine Smith & Redfearn, LLP, serves as the Debtor's legal counsel. SCIENTIFIC GAMES: Inks 8th Amended Credit Agreement --------------------------------------------------- Scientific Games Corporation entered into Amendment No. 8 to that certain Credit Agreement, dated as of Oct. 18, 2013, by and among the Company, wholly-owned subsidiary Scientific Games International, Inc., several banks and other financial institutions or entities from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, issuing lender and swingline lender. The requisite lenders under the Company's revolving credit facility have previously amended, among other things, the consolidated net first lien leverage ratio covenant in the Credit Agreement to implement a financial covenant relief period and impose additional restrictions on investments. Amendment No. 8 carves out the potential disposition of the Company's and its subsidiaries' Sports Betting business and related transactions from the restrictions on investments during the Covenant Relief Period. It also increases investment capacity in certain circumstances during the Covenant Relief Period following the Disposition Transactions. Pursuant to Amendment No. 8, the requisite lenders under the Credit Agreement have also agreed to, among other things, (a) extend the time period for conversion of securities into cash for purposes of satisfying the 75% minimum cash proceeds requirement from 180 to 365 days for proceeds received from the Disposition Transactions, (b) amend the basket for non-cash consideration received in connection with a permitted disposition, (c) permit any capital stock received as consideration in the Disposition Transactions and (d) require that at least 25% of the net cash proceeds received from the Disposition Transactions will be used to prepay outstanding term loans within ten business days of the Disposition Transactions. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com-- is a developer of technology-based products and services and associated content for the worldwide gaming, lottery, social and digital gaming industries. Its portfolio of revenue-generating activities primarily includes supplying gaming machines and game content, casino-management systems and table game products and services to licensed gaming entities; providing instant and draw-based lottery products, lottery systems and lottery content and services to lottery operators; providing social casino solutions to retail consumers and regulated gaming entities, as applicable; and providing a comprehensive suite of digital RMG and sports wagering solutions, distribution platforms, content, products and services. Scientific Games reported a net loss of $548 million for the year ended Dec. 31, 2020, compared to a net loss of $118 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $7.86 billion in total assets, $10.38 billion in total liabilities, and a total stockholders' deficit of $2.52 billion. SEBSEN ELECTRIC: May Use Cash Collateral Retroactive to July 12 --------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized Sebsen Electric, LLC to use cash collateral, on an interim basis, retroactive to July 12, 2021, until further Court order. The Debtor may use the cash collateral to pay the current and necessary expenses as set forth in the approved budget, quarterly fees to the U.S. Trustee, and other amounts expressly authorized by the Court. Judge McEwen ruled that the Debtor's secured creditors shall have perfected post-petition liens against cash collateral, to the same extent and with the same validity and priority as their prepetition liens, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. The Court will continue hearing on the motion on August 26, 2021 at 9:30 by telephone. A copy of the order is available for free at https://bit.ly/37e1Xli from PacerMonitor.com. About Sebsen Electric, LLC Sebsen Electric, LLC filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-03626) on July 12, 2021. On the Petition Date, the Debtor disclosed $545,466 in total assets and $888,950 in total liabilities. The petition was signed by Anthony S. Italiano, manager. Buddy D. Ford, P.A. represents the Debtor as counsel. Ruediger Mueller is appointed as the Debtor's Subchapter V Trustee. SEEDTREE MANAGEMENT: Wilmington Trust Says Plan Not Feasible ------------------------------------------------------------ Wilmington Trust National Association as Trustee for the benefit of the holders of Corevest American Finance 2018-2 Trust Mortgage Pass through Certificates ("Wilmington Trust"), the Secured Creditor of the properties of Debtor Seedtree Management Group, LL, objects to the Disclosure Statement, Plan and confirmation. Wilmington Trust's objection is due to the Debtor's bad faith filing and the disparate, prejudicial treatment of Wilmington Trust as a fully secured creditor in order to feed the Debtor's need to seek a discount on the amount due after his failed attempts in Statement Court. The Debtors Plan lacks feasibility due to the failure to even list the Properties for sale as required by court order in May or obtain refinancing both pre and post-petition. The Debtor filed its Disclosure Statement and Plan on July 6, 2021 which warrants denial of confirmation and rejection of the Disclosure Statement and Plan based upon the bad faith terms which treat Wilmington Trust's claim with disparate treatment while all other creditors are paid in full. The Debtor has not filed any financial information or evidence of any possibility to obtain financing for now over four months since the petition filing which constitutes a lack of feasibility or likelihood of success at any reorganization. The Debtor's Petition filing and the proposed Disclosure Statement and Plan are an effort to avoid the sale of the Properties by a receiver appointed by the New Jersey Superior Court who was authorized to see the Properties in the pending foreclosure matter and had obtained as is contracts of sale that were ready for quick closings. The Debtor exhausted three attempts at various motions objecting to the amount due, the appointment of the Receiver and summary judgment. A full-text copy of Wilmington Trust's objection dated July 27, 2021, is available at https://bit.ly/3xbuCCo from PacerMonitor.com at no charge. Attorneys for Secured Creditor: RUBIN, EHRLICH, BUCKLEY & PRZEKOP, P.C. Gloria R. Buckley, Esquire Robert L. Grundlock, Jr., Esquire Crossroads Corporate Center 3150 Brunswick Pike, Suite 310 Lawrenceville, New Jersey 08648 Tel: (609)637-9500 Fax: (609)637-0001 E-mail: GBuckley@lawreb.com About Seedtree Management Group Cliffside Park, N.J.-based Seedtree Management Group, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Seedtree Management Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 21-12760) on April 5, 2021. Leslie Boamah, member, signed the petition. In its petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge John K. Sherwood oversees the case. Scura, Wigfield, Heyer, Stevens & Cammarota, LLP and the Law Office of Michael D. Mirne, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. SKILL CAPITAL: Seeks to Hire DLA Piper as Legal Counsel ------------------------------------------------------- Skill Capital, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ DLA Piper LLP (US) to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor of its rights, powers and duties while operating and managing its business and properties under Subchapter V of Chapter 11 of the Bankruptcy Code; (b) advising the Debtor in connection with the prosecution of a liquidating plan; (c) preparing legal documents and reviewing all financial reports to be filed in the Debtor's case; (d) preparing responses to applications, motions and other legal papers that may be filed by other parties in the Debtor's case; (e) advising the Debtor concerning the assumption, assignment or rejection of executory contracts and unexpired leases; (f) advising the Debtor in connection with the liquidation or sale of the Debtor's assets; (g) assisting the Debtor in reviewing, estimating and resolving claims asserted against its estate; (h) assisting the Debtor in complying with applicable laws and governmental regulations; (i) assisting with noticing, administrative tasks, and claims administration; and (j) providing non-bankruptcy services to the extent requested by the Debtor. The DLA Piper professionals and paraprofessionals expected to be most active in the Debtor's Chapter 11 case, and their current standard hourly rates, include: Jamila Justine Willis, Partner $1,135 per hour Katie Allison, Associate $920 per hour Carolyn Fox, Paralegal $335 per hour Theresa Pullman, Paralegal $315 per hour Jamila Justine Willis, Esq., a partner at DLA Piper, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jamila Justine Willis, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020-1104 Telephone: (212) 335-4500 Facsimile: (212) 335-4501 Email: jamila.willis@dlapiper.com About Skill Capital LLC Founded in 1998, New York-based Skill Capital, LLC specializes in finding and assessing board-level management teams for portfolio companies, facilitating due diligence on upcoming deals and working with executives and founders to raise private capital. Skill Capital filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-11275) on July 8, 2021. At the time of the filing, the Debtor listed $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge David S. Jones oversees the case. DLA PIPER LLP (US) represents the Debtor as legal counsel. SKYE MINERAL: Claims on Bankruptcy Gamesmanship Move Forward ------------------------------------------------------------ Mike Leonard of Bloomberg Law reports that majority owners of a Utah copper mine who have accused minority investors of blocking its financing efforts so they could buy its assets on the cheap must face claims that they, too, sought to force the company into bankruptcy and acquire it through gamesmanship, a Delaware judge ruled. Vice Chancellor Joseph R. Slights III, who's been presiding over the complex case in Delaware Chancery Court since 2017, gave a green light to counterclaims by a group of private equity investors backing affiliates of Skye Mineral Partners LLC and its operating subsidiary, CS Mining LLC. About Skye Mineral Partners Skye Mineral Partners LLC operates as a holding company with interests in copper mining services. Skye is a holding company owned by SMI, Clarity Copper, PacNet, and DXS Capital (U.S.) Limited. Skye Mineral sought Chapter 7 protection (Bankr. D. Del. Case No. 18-11430) on June 19, 2018. The case is handled by Honorable Judge Laurie Selber Silverstein. Christopher M. Samis of Whiteford, Taylor & Preston LLC is the Debtor's counsel. SKYPATROL LLC: Unsecureds to Get Paid from Insider Settlement ------------------------------------------------------------- Skypatrol, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement in connection with Plan of Reorganization dated July 29, 2021. The payments under the Plan will be made as a result of the settlement agreements with VBI Group and the Insiders. Namely, the proposed distributions to holders of the Secured Claims in Classes 1 and 2 will be paid from the Net VBI Proceeds, which the Debtor has on hand. And the proposed distribution to holders of the Allowed General Unsecured Claims in Class 5 will be paid from the Insider Settlement Proceeds, which the Debtor has on hand, and the New Value Contribution No. 2, which will be paid to the Debtor by the Insiders promptly upon entry of the Confirmation Order. The Plan will treat claims as follows: * Class 1 consists of the secured claim of Lenders Trust. This class consists of Claim 19-1 in the initial amount of $186,570 filed by The Trust for Trebuchet Corp., Isabelle Catherine Leeds Trust, and Oliver Williams Leeds Trust (collectively, "Lenders Trust"). Prior to the Plan being filed, Lenders Trust received payment in the amount of $190,000.00 towards its settled secured claim. The settled secured claim balance in the amount of $10,000.00, plus interest accrued since May 20, 2020 at the annual rate of three percent, shall be paid in full from the Net VBI Proceeds. * Class 2 consists of the Secured Claim of PFT. This class consists of Claim 26-1 in the initial amount of $145,000.00 filed by Platinum Financial Trust, LLC ("PFT"), which subsequently settled for a second priority secured claim in the final amount of $115,000. Prior to the Plan being filed, PFT received payment in the amount of $100,000.00 towards its settled secured claim. The settled secured claim balance in the amount of $15,000.00, plus interest accrued since May 20, 2020, at the annual rate of three percent, shall be paid in full from the Net VBI Proceeds. * Class 3 consists of the Secured Claim of Insider. This class consists of a scheduled claim in the amount of $50,000 belonging to the debtor's CEO and Director, Robert Rubin. This claim is subordinated to all Allowed Claims, including, without limitation, all Administrative Claims, Professional Fee Claims and General Unsecured Claims, and therefore the holder of the Secured Claim in Class 3 is not entitled to vote to accept or reject the Plan. The Subordinated Secured Claim shall be an obligation of the Reorganized Debtor and may not be paid, in whole or in part, by the Reorganized Debtor until all Distributions required under the Plan and the Professional Fee Balance are paid in full. * Class 4 consists of Priority Claim of Insider. This class consists of Claim 17-1 in the amount of $198,778 filed by the Debtor's CEO and Director, Robert Rubin. This claim is reduced to $13,650 and subordinated to all Allowed Claims, including, without limitation, all Administrative Claims, Professional Fee Claims and General Unsecured Claims, and therefore, the holder of the Priority Claim in Class 4 is not entitled to vote to accept or reject the Plan. The Subordinated Priority Claim shall be an obligation of the Reorganized Debtor and may not be paid, in whole or in part, by the Reorganized Debtor until all Distributions required under the Plan and the Professional Fee Balance are paid in full. * Class 5 consists of General Unsecured Claims. Allowed General Unsecured Claims, except for General Unsecured Claims held by Insiders, shall be paid from the Insider Settlement Proceeds and the New Value Contribution No. 2, which combined equals $275,000. There will be insufficient funds from the Insider Settlement Proceeds and the New Value Contribution No. 2 to repay all of the Allowed General Unsecured Claims in full. Accordingly, the Allowed General Unsecured Claims shall be paid, Pro Rata, from the Insider Settlement Proceeds and the New Value Contribution No. 2. * Class 6 consists of General Unsecured Claims of Insiders. This class consists of (i) a scheduled general unsecured claim in the amount of $6,668.07 belonging to the Debtor's CEO and Director, Robert Rubin, (ii) a scheduled general unsecured claim in the amount of $1,600,000 belonging to the Debtor's passed Director, David Topp, (iii) Claim 18-1 in the amount of $1,792,760 filed by David Topp, and (iv) scheduled general unsecured claim in the amount of $5,000 belonging to Topp Investments, a separate entity owned by David Topp. These claims are waived, and therefore the holders of General Unsecured Claims in Class 6 are not entitled to vote to accept or reject the Plan. * Class 7 consists of the holders of equity interests in the Debtor, the Topp Family, LLC, which owns eighty percent of the Debtor, and the Rubin Family, LLC which owns 20% of the Debtor. The holders of equity interest shall retain their equity interests in exchange for the New Value Contribution No. 1 in the amount of $90,000 paid on or around May 7, 2021 ($72,000 paid by the Topp Family, LLC and $18,000 paid by the Rubin Family, LLC) and used for purchasing inventory and general working capital purposes, and the proposed New Value Contribution No. 2 in the amount of $50,000 ($40,000 to be paid by the Topp Family, LLC and $10,000 to be paid by the Rubin Family, LLC), which will be paid upon entry of the Confirmation Order and used towards the distribution to holders of Allowed General Unsecured Claims in Class 5. Insider Settlement Proceeds is the $225,000.00 in Cash from the Debtor's compromise with Robert Rubin, Marcia Rubin, Dora Topp and the Estate of David Topp, which will be used towards the payment of Allowed General Unsecured Claims in Class 5. Net VBI Proceeds is the $281,861.72 in Cash remaining from the Debtor's compromise with VBI Group, LLC and Sam K. Mahrouq, after payment of previously approved fees, expenses and claims, which will be used for payment of the Secured Claims in Classes 1 and 2, and thereafter, towards the Professional Fee Claims. The proposed distributions to holders of the Secured Claims in Classes 1 and 2 will be paid from the Net VBI Proceeds, which the Debtor has on hand. The proposed distribution to holders of the Allowed General Unsecured Claims in Class 5 will be paid from the Insider Settlement Proceeds, which the Debtor has on hand, and the New Value Contribution No. 2, which will be paid to the Debtor promptly upon entry of the Confirmation Order in order for the Equity Interest holders to retain their equity interests. The Debtor believes that the current value of the equity security interests in the Debtor is $0.00. Accordingly, the New Value Contribution No. 1 and New Value Contribution No. 2 are greater than the value of the equity to be retained by the Debtor's Equity Interest holders. The Professional Fee Claims will be paid in part from the Net VBI Proceeds, which the Debtor has on hand, and thereafter, the Professional Fee Balance will be paid from the Reorganized Debtor's ongoing revenue; provided, however, that the Reorganized Debtor may seek post-Effective Date financing and/or investment in order to pay off the Professional Fee Balance early. In the event the Reorganized Debtor sells its business post-Effective Date prior to all financial obligations, including the Professional Fee Balance, being satisfied, then the sale proceeds will be first used to satisfy any remaining obligations set forth in the Plan and all remaining payments will be accelerated. Accordingly, the Debtor believes that it will have enough cash on hand on the Effective Date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. A full-text copy of the Disclosure Statement dated July 29, 2021, is available at https://bit.ly/3fzaLHp from PacerMonitor.com at no charge. Counsel to Skypatrol: TABAS & SOLOFF, P.A. 25 S.E. 2nd Avenue, Suite 248 Miami, Florida 33131 Telephone: (305) 375-8171 Facsimile: (305) 381-7708 E-mail: jtabas@tabassoloff.com E-mail: jsilver@tabassoloff.com Joel L. Tabas. Joshua D. Silver About Skypatrol Skypatrol, LLC -- https://www.skypatrol.com/ -- provides integrated Global Positioning System (GPS) tracking solutions serving many markets including vehicle finance, fleet management, mobile asset tracking, automobile dealerships, outdoor sports and motor sports. Skypatrol has built innovative GPS tracking and fleet management software tools uniquely combined with its proprietary GPS hardware and software to help businesses monitor, protect and optimize mobile assets in an increasingly machine-to-machine world. Skypatrol systems operate on a wide variety of platforms including Global System for Mobiles (GSM) and Code Division Multiple Access (CMDA) cellular networks and dual-mode Iridium satellite devices. The Company was established in 2002 and is based in Miami, Florida. Skypatrol filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-24842) on Dec. 13, 2017. In the petition signed by CEO Robert D. Rubin, the Debtor disclosed $3.63 million in total assets and $7.39 million in total liabilities. The case is assigned to Judge Robert A. Mark. Tabas & Soloff, P.A., is the Debtor's bankruptcy counsel, and the Law Offices of Robert P. Frankel, P.A., as special litigation counsel. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Feb. 20, 2018. The Committee tapped Perlman, Bajandas, Yevoli & Albright, P.L., as its legal counsel. SLIDEBELTS INC: Seeks to Hire Goel & Anderson as Special Counsel ---------------------------------------------------------------- SlideBelts, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Goel & Anderson, LLC as its special counsel. The firm's services will include the preparation and filing of an H-1B visa petition with the U.S. Citizenship and Immigration Services for the benefit of the Debtor's employee. The firm will receive a $2,050 retainer from the Debtor for its services. As disclosed in court filings, Goel & Anderson does not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Vivek Goel, Esq. Goel & Anderson, LLC 12100 Sunset Hills Road, Third Floor Reston, VA 20190 Main: +1 703 796 9898 Direct: +1 703 796 9662 Fax: +1 703 796 9005 Email: vic.goel@goellaw.com About SlideBelts Inc. SlideBelts, Inc. -- https://slidebelts.com -- is an El Dorado Hills, Calif.-based belt company founded in 2004. SlideBelts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 20-24098) on Aug. 25, 2020. Brig Taylor, president and chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Fredrick E. Clement oversees the case. The Debtor tapped Reynolds Law Corporation as bankruptcy counsel, Goel & Anderson, LLC as special counsel, and Frances Hernandez as accountant. SOARING STARS: Seeks to Hire TWA Financial as Accountant -------------------------------------------------------- Soaring Stars Therapy & Learning Center, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire TWA Financial Network, LLC as its accountant. The firm's services include: a. giving the Debtor accounting advice with respect to its obligation to the Internal Revenue Service; b. preparing necessary accounting and tax filings, monthly reports and other cash flow statements; and c. performing all other accounting and tax services for the Debtor. The firm will charge $125 per hour for its services. Fred Kambugu, a certified public accountant at TWA, disclosed in a court filing that his firm is a "disinterested person" as the term is defined by Section 101(14) of the Bankruptcy Code. The firm can be reached through: Fred Kambugu, CPA TWA Financial Network, LLC 6215 Greenbelt Rd #303 Berwyn Heights, MD 20740 Phone: +1 301-441-3070 About Soaring Stars Therapy & Learning Center Inc. Soaring Stars Therapy & Learning Center, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 21-14195) on June 25, 2021, listing under $1 million in both assets and liabilities. Judge David E. Rice oversees the case. The Law Offices of Tilman Dunbar, Jr. represents the Debtor as legal counsel. SOUTHERN GENERAL: A.M. Best Affirms B(Fair) Fin. Strength Rating ---------------------------------------------------------------- AM Best has revised the outlooks to positive from stable and affirmed the Financial Strength Rating of B (Fair) and the Long-Term Issuer Credit Rating of "bb+" (Fair) of Southern General Insurance Company (SGIC) (Marietta, GA). These Credit Ratings reflect SGIC's balance sheet strength, which AM Best assesses as strong, as well as its marginal operating performance, limited business profile and marginal enterprise risk management. The revision of the outlooks to positive is based on the company's improved ERM program. Management has implemented a governance structure and risk management controls and continues to invest in its infrastructure. In addition, implemented risk management initiatives such as claims automation, a special investigation unit and a litigation dashboard have materialized favorably as reflected in lower volatility in operating results. The continuation of these improvements will likely result in an improved Long-Term ICR in the intermediate term. SPRUILL'S PROPERTIES: Case Summary & 3 Unsecured Creditors ---------------------------------------------------------- Debtor: Spruill's Properties, LLC 9800 Halls Ferry Road Saint Louis, MO 63136 Business Description: Spruill's Properties, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 29, 2021 Court: United States Bankruptcy Court Eastern District of Missouri Case No.: 21-42807 Debtor's Counsel: David M. Dare, Esq. HERREN, DARE & STREETT 439 S. Kirkwood Road, Suite 204 St. Louis, MO 63122 Tel: 314-965-3373 Fax: 314-965-2225 E-mail: hdsstl@hdsstl.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Craig Spruill, owner. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GJMMFYI/Spruills_Properties_LLC__moebke-21-42807__0001.0.pdf?mcid=tGE4TAMA STANDARD INDUSTRIES: Moody's Puts Ba2 CFR on Review for Downgrade ----------------------------------------------------------------- Moody's Investors Service assigned a Baa3 rating to Standard Industries Inc.'s proposed senior secured term loan. Standard Industries' Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and the Ba2 rated senior unsecured notes remain on review for downgrade. Proceeds from the proposed term loan and cash on hand will be used by Standard Industries to pay a $3.2 billion dividend to partially fund the acquisition of W.R. Grace & Co.-Conn. (Ba3 RUR down) by Standard Industries Holdings Inc. (unrated), the parent company of Standard Industries, in a transaction valued at about $7 billion. "The owners of Standard Industries are following a very aggressive financial policy by using the company's balance sheet and a large portion of the company's cash on hand for a sizeable dividend in order to facilitate the acquisition of W.R. Grace with no benefit accruing to the current holders of Standard Industries' debt," said Peter Doyle, Vice President at Moody's. Assignments: Issuer: Standard Industries Inc. Senior Secured Term Loan, Assigned Baa3 (LGD2) RATINGS RATIONALE The Baa3 rating assigned to the proposed senior secured term loan, reflects its priority of payment relative to Standard Industries' considerable amount of unsecured debt. Moody's expects to complete its review upon closing of the acquisition of W.R. Grace, which should occur in the fourth quarter. Standard Industries' CFR and PDR are likely to be downgraded by one notch and the senior unsecured notes by two notches upon closing of the acquisition. The Baa3 rating assigned to the company's proposed senior secured term loan will unlikely be impacted upon completion of the review. The potential two notch downgrade of the senior unsecured notes to B1 from Ba2 would reflect their subordination to the company's secured debt and being the most junior debt in a moderately riskier company, resulting in lower recovery values. The senior secured term loan is expected to contain certain covenant flexibility for transactions that can adversely affect creditors. Notable terms include incremental first lien debt capacity up to the greater of 100% Closing Date Consolidated EBITDA and 100% of LTM Consolidated EBITDA, plus additional amounts subject to 3.0x first lien net leverage ratio. Amounts up to the greater of (x) 50% of Closing Date Consolidated EBITDA and (y) 50.0% of Consolidated EBITDA may be incurred with an earlier maturity date than the initial term loan. Collateral leakage is permitted through the transfer of assets to unrestricted subsidiaries, subject to carve-out capacity; there are no express "blocker" protections restricting such transfers. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors that could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. 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. Governance characteristics Moody's considers in Standard Industries' credit profile include an aggressive financial policy, evidenced by high leverage and the expectation of large dividends financed by debt and cash on hand. Trusts for the benefit of the heirs of Ronnie F. Heyman are the owners of Standard Industries, including but not limited to the families of David Millstone and David Winter, both of whom are also Co-CEOs of Standard Industries and Co-Chief Investment Officers of 40 North Management LLC (40 North, unrated), a private investment fund. They dictate long-range capital deployment decisions, especially for dividends and acquisitions. Standard Industries has no independent directors on its Board of Directors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The expected downgrade of Standard Industries' CFR and PDR upon conclusion of the rating review reflects the company's higher leverage and more aggressive financial policy. The proposed dividend of $3.2 billion, which includes $700 million of cash on hand, represents several years of future free cash flow and about two and one half years of adjusted EBITDA. As a result, Standard Industries will remain highly leveraged. Moody's projects adjusted debt-to-LTM EBITDA will remain above 5x through 2022, which is greater than the previously identified downward rating trigger of 4.25x. Moody's previously projected leverage slightly above 4x over the next two years. Fixed charges, including cash interest, term loan amortization and operating lease payments will approach $325 million per year. Also, cash on hand has historically provided a significant offset to the company's high leverage, but there is less cushion now as a result of the $700 million cash component of the dividend, $250 million allocated for future acquisitions, and $50 million for related fees and expenses. Providing an offset to high leverage is Moody's expectation of Standard Industries' continued robust operating performance, with Moody's projecting EBITDA margin sustained in the range of 18% - 20% over the next two years. Standard Industries' very strong market share for roofing products in both North America and Europe and supportive end market dynamics support the company's growth profile. Very good liquidity, characterized by consistent and strong free cash flow generation, further support Standard Industries' credit profile. Standard Industries Inc., headquartered in Parsippany, NJ, is the leading manufacturer and marketer of roofing products and accessories with operations primarily in North America and Europe. The company manufactures and sells residential and commercial roofing and waterproofing products, insulation products, aggregates, specialty construction and other products. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. SUPERIOR INDUSTRIES: Moody's Alters Outlook on B2 CFR to Stable --------------------------------------------------------------- Moody's Investors Service affirmed Superior Industries International, Inc.'s B2 corporate family rating, B2-PD Probability of Default Rating and Caa1 senior unsecured rating. At the same time, Moody's upgraded the rating on the company's senior secured debt to Ba3 from B1. The rating outlook was changed to stable from negative. The Speculative Grade Liquidity Rating remains SGL-3. The affirmation of the CFR and the change in the outlook reflects Moody's expectation for an extended, but at times uneven, rebound in operating results as global light vehicle volumes recover through 2022. Superior is benefiting from secular industry trends, including OEM mandates toward electrification, improved fuel efficiency and consumer preference for premium finishes on larger diameter wheels for popular light trucks and SUV/CUV platforms. Margin and free cash flow will benefit from improving operating leverage and ongoing cost-saving initiatives despite elevated raw material and labor costs. The upgrade of the senior secured rating to Ba3 from B1 reflects the increased prospects of recovery at the senior secured level given the reduction in the size of the company's revolving credit facility commitment in May 2021. Ratings Affirmed: Issuer: Superior Industries International, Inc. Corporate Family Rating, Affirmed at B2 Probability of Default Rating, Affirmed at B2-PD Senior Unsecured Regular Bond/Debenture, Affirmed at Caa1 (LGD5) Rating Upgraded: Senior Secured Revolving Credit Facility, to Ba3 (LGD2) from B1 (LGD3) Senior Secured Term Loan B, to Ba3 (LGD2) from B1 (LGD3) Outlook Actions: Issuer: Superior Industries International, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE Superior's ratings reflect a leading position in North America as a supplier of aluminum wheels to the automotive original equipment industry and a highly competitive position in Europe. Revenue is evenly split between these two regions with roughly 70% derived from higher margin pickup truck, SUVs and CUVs that continue to increase as a percentage of total vehicle production. The ratings are further supported by vehicle light weighting initiatives and the trend toward larger diameter wheels with premium finishes on light trucks, SUVs and CUVs. Capital expenditures, deferred in 2020, and the resumption of growth investments will consume cash through the first half of 2022 before free cash flow turns meaningfully positive. Superior's debt-to-EBITDA at March 31, 2021 was about 6.1x (inclusive of Moody's adjustments) but will improve through 2022 given recovering production volumes, a function of strong demand and historically low vehicle inventory levels. Despite disruptions from a stressed supply chain, Moody's expects customers to continue to prioritize larger vehicles, which are typically equipped with larger diameter wheels and premium content. This along with cost saving actions will continue to support the recovery of Superior's credit metrics to pre-pandemic levels by the first half of 2022. This view also incorporates Moody's expectation that excess cash will be used to reduce debt through 2022 as industry conditions stabilize. The stable outlook reflects Moody's expectation that the recovery of automotive industry conditions is sustained through 2022 and is not significantly hindered by supply chain disruptions or pandemic related restrictions. The stable outlook also anticipates that operating efficiencies will boost returns with excess cash flow that will be used to repay debt. Superior's SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectation of adequate liquidity, supported by over $150 million of cash at March 31, 2021 and current availability under the approximately $205 million revolving credit facility (US and Euro tranches) of nearly $200 million, after the reduction of the company's revolving credit facility commitment in May 2021. The facility contains a maximum consolidated net leverage ratio test under which the cushion is likely to expand during 2021 - the term loan does not have financial maintenance covenants. Moody's expects negative free cash flow of around $15 million for 2021 to accommodate the return to topline growth before turning solidly positive (over $25 million) in 2022. Cash contributed from accounts receivable factoring was nearly $100 million at March 31, 2021. The risk of this financing outlet becoming unavailable would likely shift reliance to the revolving credit facility, reducing total liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if debt-to-EBITDA falls below 4x, EBITA-to-interest trends toward 3x or retained cash flow-to-net debt approaches 15%. Ratings could be downgraded with EBITA-to-interest falling below 2x, debt-to-EBITDA remaining over 5x or EBITA margin weakening to under 6%. Expectations for negative free cash flow into the second half of 2022, or deteriorating liquidity, could also result in negative rating action. The principal methodology used in these ratings was Automotive Suppliers published in May 2021. Superior Industries International, Inc. designs and manufactures aluminum wheels for original equipment manufacturers and aftermarket customers. The company is one of the world's largest suppliers of cast aluminum wheels. Revenue for the latest twelve months ended March 31, 2021 was approximately $1.2 billion. THEOS FEDRO: Janina M. Hoskins Named Chapter 11 Trustee ------------------------------------------------------- Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California approved the appointment of Janina M. Hoskins to serve as Chapter 11 Trustee for Theos Fedro Holdings, LLC. Ms. Hoskins has served as Chapter 7 and 11 Trustee for various distressed entities. As a lawyer, Ms. Hoskins has over 25 years' legal experience with a focus on real estate, business reorganization and secured creditor rights and remedies throughout the State and Federal Courts of California. She currently serves as Chapter 7 Panel Trustee for the Northern District of California, San Francisco Division. A copy of her resume is available for free at https://bit.ly/2VljbKT from PacerMonitor.com. Ms. Hoskins' contact details: Janina M. Hoskins P.O. Box 158 Middletown, CA 95461 Telephone: (707) 569-9508 Email: Jmelder7@aol.com About Theos Fedro Holdings San Francisco, Calif.-based Theos Fedro Holdings, LLC, provides support services to the transportation industry. It filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 21-30202) on March 16, 2021. Philip Achilles, managing member, signed the petition. In its petition, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Dennis Montali oversees the case. The Law Offices of Stuppi & Stuppi serves as the Debtor's legal counsel. Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP serves as counsel for Pender Capital Asset Based Lending Fund I, LP, creditor. Janina M. Hoskins serves as the Debtor's Chapter 11 Trustee. TIANJIN JAHO: Seeks Approval to Hire Marc Stern as Legal Counsel ---------------------------------------------------------------- Tianjin Jaho Investment, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Marc Stern, Esq., an attorney practicing in Seattle, Wash., to handle its Chapter 11 case. The services to be provided by the attorney include the preparation of bankruptcy schedules and financial affairs, negotiation for the use of cash collateral and the preparation of a Chapter 11 plan. Mr. Stern's current hourly rate is $425. The hourly rate for his paralegal, Tanya Bainter, is $125. A retainer of $16,750 was paid to Mr. Stern. Tianjin Jaho Investment is unaware of any connection or conflict between Mr. Stern and the company or any other party in interest, according to court filings. Mr. Stern can be reached at: Marc S. Stern, Esq. 1825 NW 65th St. Seattle, WA 98117 Phone: +1 206-448-7996 Fax: +1 206-448-8778 Email: office@hutzbah.com About Tianjin Jaho Investment Houston-based Tianjin Jaho Investment, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-11047) on May 26, 2021. Charles Xi, president, signed the petition. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Christopher M. Alston presides over the case. The Law Office of Marc S. Stern and Paul Taggart serve as the Debtor's legal counsel and accountant, respectively. The Rental Connection Inc. is the property manager and leasing agent. TIANJIN JAHO: Seeks to Hire Dennis Wagner as Listing Broker ----------------------------------------------------------- Tianjin Jaho Investment, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Dennis Wagner of Downtown Dennis Real Estate Service, LLC to list for sale its commercial real estate in Everett, Wash. The Debtor has agreed to pay a 2.5 percent commission. Mr. Wagner, as listing broker, will get 1.5 percent of the commission while the selling broker will get 1 percent. As disclosed in court filings, Mr. Wagner and his firm do not have connections or conflicts with the Debtor, creditors or any other party in interest. Mr. Wagner can be reached at: Dennis Wagner Downtown Dennis Real Estate Service, LLC 3631 Colby Ave Everett, WA 98201 Phone: 425-257-2000 Fax: 425-591-9192 About Tianjin Jaho Investment Houston-based Tianjin Jaho Investment, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-11047) on May 26, 2021. Charles Xi, president, signed the petition. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Christopher M. Alston presides over the case. The Law Office of Marc S. Stern and Paul Taggart serve as the Debtor's legal counsel and accountant, respectively. The Rental Connection Inc. is the property manager and leasing agent. TUMBLEWEED TINY HOUSE: Seeks OK on Cash Deal Thru Sept. 30 ---------------------------------------------------------- Tumbleweed Tiny House Company, Inc., asked the U.S. Bankruptcy Court for the District of Colorado to enter an order authorizing the Debtor to use the cash collateral for the period from July 1 through September 30, 2021, based on terms agreed with the Debtor's secured creditor, PIRS Capital, LLC. The Debtor desires to use the post-petition proceeds from the pre-petition accounts receivable and the Collateral, or post-petition proceeds from pre-petition contracts and Collateral to preserve and maintain its business as a going concern. Prior to the Petition Date, the Debtor and PIRS Capital were parties to a Merchant Agreement (the Receivables Agreement), pursuant to which the Debtor received $300,000 from PIRS. By the Receivables Agreement, PIRS purchased and is to receive 8.2% of the Debtor's future receivables until PIRS has been paid $420,000 by the Debtor. The terms of the Receivables Agreement provides that the Debtor grants PIRS a security interest in the Debtor's accounts, general intangibles, and proceeds of the same (in addition to other collateral) to secure the Debtor's payment obligations. PIRS filed a UCC Financing Statement to perfect any security interests granted under the Receivables Agreement. As of the Petition Date, PIRS asserts a claim of approximately $322,326 against the Debtor. Under the proposed stipulated order: * PIRS shall be granted a replacement lien and security interest on the Debtor's post-petition assets with the same priority and validity as PIRS's pre-petition liens; * PIRS shall be granted superpriority administrative expense claims under Section 507(b) of the Bankruptcy Code to the extent the Adequate Protection Liens prove to be insufficient; * The Debtor shall pay PIRS 4% of the Debtor's gross receipts for July 2021 on August 21, 2021; 4% of the Debtor's gross receipts for August 2021 on September 21, 2021; and 4% of the Debtor's gross receipts for September 2021 on October 21, 2021; or as set forth in a confirmed plan of reorganization; * The Debtor shall provide PIRS by the 21st of each month a copy of the Debtor's monthly operating report beginning on July 21, 2021; * Payments made by the Debtor to PIRS under the stipulation will reduce the balance due on the Debtor's obligations; and * In the event of the Debtor's default, PIRS shall be granted a superpriority administrative expense claim equivalent to the amount which Debtor failed to pay under the terms of the stipulated order. The Debtor disclosed that other creditors have filed UCC Financing Statement against the Debtor or its assets and the Debtor will attempt to resolve any additional claims regarding cash collateral through separate motions or stipulations. A copy of the motion is available for free at https://bit.ly/3idrstG from PacerMonitor.com. About Tumbleweed Tiny House Company Tumbleweed Tiny House Company, Inc., a manufacturer of tiny house RVs, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-11564) on March 4, 2020. At the time of filing, the Debtor estimated between $500,000 and $1 million in assets and between $1 million and $10 million in liabilities. Judge Kimberley H. Tyson oversees the case. Wadsworth Garber Warner Conrardy, P.C., and Gerard Fox Law, P.C., serve as the Debtor's bankruptcy counsel and special counsel, respectively. Stockman Kast Ryan + Company is the Debtor's accountant. U.S. SILICA: Posts $26 Million Net Income in Second Quarter ----------------------------------------------------------- U.S. Silica Holdings, Inc. reported net income of $26.0 million, or $0.34 per diluted share, for the second quarter ended June 30, 2021, compared with a net loss of $20.8 million, or $0.28 per diluted share, for the first quarter of 2021. The second quarter results were positively impacted by $46.9 million net, or $0.46 per diluted share, due to a customer settlement of $48.9 million, or $0.49 per diluted share, recorded in the Oil & Gas segment, and partially offset by delayed winter weather impacts and facility closure costs. Bryan Shinn, chief executive officer, commented, "Our strong financial and operational performance during the second quarter exceeded both revenue and Adjusted EBITDA expectations. Additionally, we recorded sequential volume growth in both of our operating segments, supported by the broader market recovery and constructive commodity prices. "In the Industrial & Specialty Products segment, second quarter revenue grew at a rate that exceeded GDP growth and we recently announced our third price increase this year for our industrial and specialty products beginning September 1st. Our Oil & Gas segment benefited from strong commodity prices and completions activity, as we out-executed our competition and gained market share in the second quarter, which drove sequential increases in proppant volumes and SandBox delivered loads. "I'm also happy to report that in late June, we came to an agreement with a customer to settle a dispute regarding fees related to minimum purchase commitments from 2014-2020. As a result of this resolution, the Company received approximately $128 million of consideration, including $90 million in cash. Half of the cash settlement amount was received in the second quarter and the balance was received in July. We have used a portion of this settlement to pay off our outstanding revolver balance of $25 million. "Our commitment to deleveraging the balance sheet remains a key corporate initiative. As the macro environment continues to improve, we are focused on prioritizing free cash flow, growing the Industrial & Specialty Products segment, and maximizing efficiencies in the Oil & Gas segment." Second Quarter 2021 Highlights Total Company * Revenue of $317.3 million for the second quarter of 2021 increased 84% when compared with the second quarter of 2020 and increased 35% compared with $234.4 million in the first quarter of 2021. However, excluding the $48.9 million benefit in the Oil & Gas segment related to a customer settlement, revenue increased 15% sequentially. * Overall tons sold of 4.104 million for the second quarter of 2021 increased 15% compared with 3.561 million tons sold in the first quarter of 2021 and increased 116% when compared with the second quarter of 2020. * Contribution margin of $128.6 million for the second quarter of 2021 increased 110% when compared with the second quarter of 2020 and increased 109% compared with $61.6 million in the first quarter of 2021. However, excluding the $48.9 million benefit in the Oil & Gas segment, contribution margin increased 29% sequentially. In addition, costs associated with delayed winter weather impact and facility closure costs negatively impacted the second quarter. * Adjusted EBITDA of $103.3 million for the second quarter of 2021 increased 170% compared with $38.3 million in the first quarter of 2021. However, excluding the $48.9 million benefit in the Oil & Gas segment, adjusted EBITDA increased 42% sequentially. Industrial & Specialty Products (ISP) * Revenue of $124.0 million for the second quarter of 2021 increased 10% compared with $112.7 million in the first quarter of 2021, and increased 24% when compared with the second quarter of 2020. * Tons sold totaled 1.08 million for the second quarter of 2021 increased 10% compared with 0.984 million tons sold in the first quarter of 2021, and increased 36% when compared with the second quarter of 2020. * Segment contribution margin of $45.9 million, or $42.50 per ton, for the second quarter of 2021 increased 15% compared with $40.0 million in the first quarter of 2021, and increased 31% when compared with the second quarter of 2020. Oil & Gas * Revenue of $193.3 million for the second quarter of 2021 increased 59% when compared with $121.7 million in the first quarter of 2021 and increased 167% when compared with the second quarter of 2020. However, excluding the $48.9 million customer settlement, revenue increased 19% sequentially. * Tons sold of 3.024 million for the second quarter of 2021 increased 17% compared with 2.577 million tons sold in the first quarter of 2021, and increased 172% when compared with the second quarter of 2020. * Segment contribution margin of $82.7 million, or $27.35 per ton, increased 285% when compared with $21.5 million in the first quarter of 2021 and increased 216% when compared with the second quarter of 2020. However, excluding the $48.9 million customer settlement, segment contribution margin increased 57% sequentially. Capital Update As of June 30, 2021, the Company had $212.7 million in cash and cash equivalents and total debt was $1.235 billion. The Company's $100.0 million Revolver had $25.0 million drawn, with $22.0 million allocated for letters of credit, and availability of $53.0 million. On July 27, 2021, the Company paid off its $25.0 million outstanding Revolver balance. Capital expenditures in the second quarter totaled $3.6 million. During the second quarter of 2021, the Company generated $68.3 million in cash flow from operations including the cash settlement. However, excluding the $48.9 million customer settlement, cash flow from operations would have been $23.3 million. The Company remains focused on building on its fundamental operating successes, its disciplined approach to expanding its business, ensuring that it generates sustainable free cash flow and continuing to de-lever its balance sheet. Outlook and Guidance Looking ahead to the second half of 2021 and beyond, the Company is well positioned for sustainable, long-term growth. The Company has a strong portfolio of industrial and specialty products, supported by a robust pipeline of new products under development as well as recent pricing increases. The Industrial & Specialty Products segment continues to prove its strength and stability through cycles. The oil and gas industry is progressing through a transitional year of what is forecasted to be a multi-year growth cycle as economic activity recovers. The first half of 2021 was marked by strong WTI crude oil prices and the completion of previously drilled but uncompleted wells. Progressing through the second half of 2021, customer spending in the Oil & Gas segment is anticipated to rebalance from well completions towards drilling activity. The Company expects to deliver positive free cash flow this year and to continue to reduce net debt by year end. About U.S. Silica Headquartered in Katy, Texas, U.S. Silica Holdings, Inc. -- http://www.ussilica.com-- is a global performance materials company and a producer of commercial silica used in a wide range of industrial applications and in the oil and gas industry. In addition, through its subsidiary EP Minerals, LLC, the Company produces products derived from diatomaceous earth, perlite, engineered clays, and non-activated clays. U.S. Silica reported a net loss of $115.12 million in 2020, a net loss of $329.75 million in 2019, and a net loss of $220.82 million in 2018. As of March 31, 2021, the Company had $2.21 billion in total assets, $1.59 billion in total liabilities, and $618.27 million in total stockholders' equity. UNIVERSAL HEALTH: Moody's Withdraws Ba1 CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service upgraded the ratings of Universal Health Services, Inc.'s ("UHS") senior secured credit facility and senior secured notes to Baa3 from Ba1. Moody's also withdrew the Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, and SGL-1 Speculative Grade Liquidity Rating. The outlook is stable. The upgrade of UHS's secured debt to Investment Grade reflects Moody's view that the company's financial leverage will remain low both in absolute terms and relative to its for-profit hospital sector peers. It also reflects the rating agency's opinion that the company will continue to operate with very good liquidity, strong free cash flow and good business segment diversification over a longer-term horizon. Moody's expects that UHS will operate with conservative financial policies for the foreseeable future and that its growth strategy and criteria for potential acquisitions substantially reduce the likelihood of a large, leveraging transaction. Upgrades: Issuer: Universal Health Services, Inc. Senior Secured Bank Credit Facility, Upgraded to Baa3 from Ba1 (LGD3) Senior Secured Regular Bond/Debenture, Upgraded to Baa3 from Ba1 (LGD3) Withdrawals: Issuer: Universal Health Services, Inc. Corporate Family Rating, Withdrawn , previously rated Ba1 Probability of Default Rating, Withdrawn , previously rated Ba1-PD Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-1 Outlook Actions: Issuer: Universal Health Services, Inc. Outlook, Remains Stable RATINGS RATIONALE Universal Health Services' Baa3 senior secured rating is supported by its considerable scale and strong market positions in both its acute care hospital and behavioral health segments. The rating benefits from the behavioral health business, which has a national footprint, and gives the company good business and geographic diversification as a whole. The rating also reflects the company's good track record of consistent earnings growth. Moody's expects that UHS will continue to operate with low financial leverage, strong interest coverage, and good free cash flow over the next few years. Moody's expects the company's adjusted debt/EBITDA, approximately 2.1 times as of March 31, 2021, to remain in the low-to-mid 2 times range and sees the potential for large debt-funded acquisitions as being low. The rating is constrained by continued labor challenges that have been exacerbated by the COVID-19 pandemic. It also reflects geographic concentration within its acute care business. Further, it is also reflects the company's vulnerability to cyber-related threats as evidenced by the attack in September 2020. Finally, the rating is constrained by general industry-wide challenges facing the hospital industry relating to cost and reimbursement pressures. The stable outlook reflects Moody's view that UHS will continue to operate with good scale, business diversification, and strong liquidity over the next 12-18 months as volumes continue to recover to pre-pandemic levels. ESG considerations are relevant to UHS' credit profile. With respect to governance, UHS has operated with uniquely low leverage relative to other for-profit hospital operators. That said, the company has not committed to a public leverage target. The right to elect the majority of directors to UHS' board and vote on general shareholder matters is controlled by the company's executive chairman and former CEO, Alan Miller, who controls -85% of general shareholder voting power. As a for-profit hospital operator, UHS faces high social risk. Moody's considers the coronavirus to be a social risk given the risk to human health and safety. That said, declining coronavirus cases and hospitalizations coupled with the uptake of vaccines in the US have reduced UHS' social risk. Aside from coronavirus, UHS faces other social risks such as rising concerns around the access and affordability of healthcare services. Hospitals rely on Medicare and Medicaid for a substantial portion of reimbursement. Any changes to reimbursement to Medicare or Medicaid directly impacts hospital revenue and profitability. In addition, the social and political push for a single payor system or a lowering of the Medicare eligibility age would drastically change the operating environment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS UHS' ratings could be downgraded if the company undertakes significant debt-financed acquisitions or cash payouts to shareholders. Adverse regulatory developments affecting hospitals or deteriorating operating performance could also give rise to a downgrade. Lastly, a downgrade could also result if debt/EBITDA is sustained above 3.5 times. The ratings could be upgraded if UHS maintains conservative financial policies and a disciplined approach to capital deployment while achieving greater business and geographic diversification. An upgrade could occur if Moody's expects debt/EBITDA to be sustained below 2.5 times while concurrently having an unsecured debt capital structure. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Universal Health Services, Inc., based in King of Prussia, Pennsylvania, owned and operated 26 acute care hospitals, 17 free-standing emergency departments, 7 surgery centers, and 354 behavioral health centers (333 inpatient and 21 outpatient) as of March 31, 2021. Facilities are located in 38 states, Washington, D.C., the United Kingdom, Puerto Rico and the U.S. Virgin Islands. LTM revenues were $11.7 billion as of March 31, 2021. VALLEY FARM: Seeks OK on Fifth Cash Collateral Deal with CBSM ------------------------------------------------------------- Valley Farm Supply, Inc. asked the U.S. Bankruptcy Court for the Central District of California to approve a fifth stipulation it entered into with secured creditors, Community Bank of Santa Maria (CBSM) and Simplot AB Retail, Inc. (SABR). Before the Petition Date, in January 2008, CBSM agreed to open a line of credit and advance certain sums to the Debtor, and the Debtor agreed to borrow from CBSM $1,250,000 pursuant to the terms set forth in a promissory note. In connection therewith, the Debtor executed and delivered to CBSM a Security Stipulation pursuant to which the Debtor conveyed to CBSM a security interest in all of the Debtor's personal property assets. CBSM recorded a UCC financing statement to perfect its interest in the prepetition collateral. A portion of the revolving line, in or around May and June 2015, was converted into a term loan between CBSM and the Debtor in the principal sum of $1,000,000. The Term Loan was renewed in November 2019 for $300,000 and continues to be secured by the prepetition collateral. The Term Loan matures on May 15, 2022. The Debtor's obligations to SABR are secured by the prepetition collateral, second in priority to CBSM. By the fifth stipulation, the parties agree that CBSM and SABR consent to the Debtor's use of the cash collateral pursuant to the budget. The 13-week budget for the period of August 29 through November 27, 2021 provided for the following weekly total of cash used for operations: Cash Used Week for Operations ------------------------ -------------- August 29 to September 4 $196,446 September 5 to September 11 $203,400 September 12 to September 18 $168,843 September 19 to September 25 $201,925 September 26 to October 2 $155,260 October 3 to October 9 $178,712 October 10 to October 16 $111,609 October 17 to October 23 $145,699 October 24 to October 30 $107,118 October 31 to November 6 $134,916 November 7 to November 13 $59,178 November 14 to November 20 $93,268 November 21 to November 27 $54,687 The stipulation further provides that as adequate protection, the Debtor shall: a. pay CBSM on the 15th of each month during the term of the stipulation the regular monthly principal and interest payment owing under the prepetition loan agreements at the prepetition, non-default rate; b. grant CBSM and SABR, respectively, first priority and second priority replacement security interests in and liens on cash and cash equivalents acquired after the Petition Date; c. grant CBSM and SABR, respectively, first priority and second priority security interests in and liens on causes of actions on account of collateral encumbered by the postpetition security interest and liens in favor of CBSM and SABR granted under the current stipulation, but not causes of action arising under Sections 544, 545, 547, 548 or 549 of the Bankruptcy Code. The collateral subject to the replacement and additional security interests and liens granted is collectively referred to as Additional Collateral. In the event the adequate protection does not provide CBSM and SABR with protection for the diminution of value of the prepetition collateral, CBSM and SABR will be granted super priority claims pursuant to Section 507(b) of the Bankruptcy Code to the extent of the deficiency. Nothing in the stipulation shall constitute CBSM's or SABR's consent to any DIP financing, which will require the filing of a separate motion on noticed hearing. The Debtor shall also furnish CBSM and SABR specific reports relating to accounts receivable, cash balance and inventory reports on a monthly basis. A copy of the fifth stipulation is available for free at https://bit.ly/3iZRi3r from PacerMonitor.com. About Valley Farm Supply Valley Farm Supply, Inc., a wholesaler of farm product raw materials based in Nipomo, California, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11072) on Sept. 2, 2020. The petition was signed by Peter Compton, president. At the time of filing, the Debtor disclosed total assets of $3,711,542 and total liabilities of $8,460,250. Judge Deborah J. Saltzman oversees the case. The Debtor tapped Beall & Burkhardt, APC, as counsel; Terence J. Long as restructuring consultant; and McDermott & Apkarian, LLP as accountant. Community Bank of Santa Maria, as secured creditor, is represented by Sandra K. McBeth, Esq. Simplot AB Retail, Inc., as secured creditor, is represented by Hagop T. Bedoyan, Esq. WASHINGTON PRIME: Agrees to 2-Week Delay in Bankruptcy Timeline --------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Washington Prime Group agreed to delay certain key bankruptcy deadlines by about two weeks after the mall landlord's equity committee challenged the speed of the proceedings. A combined hearing on Washington Prime's bankruptcy plan and disclosure statement is now scheduled for Aug. 30, 2021 instead of Aug. 12, 2021 a lawyer for the real estate investment trust said in a hearing Thursday, July 29, 2021. Washington Prime's newly minted official equity committee had urged Judge Marvin Isgur to slow the case so the group’s advisers can analyze the company’s proposed sale to SVPGlobal. About Washington Prime Group Washington Prime Group Inc. (NYSE: WPG) -- http://www.washingtonprime.com/-- is a retail REIT and a recognized leader in the ownership, management, acquisition and development of retail properties. It combines a national real estate portfolio with its expertise across the entire shopping center sector to increase cash flow through rigorous management of assets and provide new opportunities to retailers looking for growth throughout the U.S. Washington Prime Group and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-31948) on June 13, 2021. At the time of the filing, Washington Prime Group's property portfolio consists of material interests in 102 shopping centers in the United States totaling approximately 52 million square feet of gross leasable area. The company operates 97 of the 102 properties. As of March 31, 2021, Washington Prime Group had total assets of $4.029 billion against total liabilities of $3.471 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as lead bankruptcy counsel; Jackson Walker, LLP as co-counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Guggenheim Securities, LLC as investment banker; Deloitte Tax, LLP as tax services provider; and Ernst & Young, LLP as auditor. Prime Clerk LLC is the claims agent, maintaining the page http://cases.primeclerk.com/washingtonprime SVPGlobal, the Debtors' lender, tapped Davis Polk & Wardwell, LLP and Evercore Group, LLC as its legal counsel and investment banker, respectively. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors in the Debtors' cases on June 25, 2021. The committee is represented by Greenberg Traurig, LLP. WAXELENE INC: Unsecured Creditors to be Paid in Full in Plan ------------------------------------------------------------ Waxelene, Inc., filed with the U.S. Bankruptcy Court for the Southern District of California a Disclosure Statement describing Plan of Reorganization for Small Business dated July 29, 2021. Debtor filed the Ch. 11 petition due to costs and uncertainty caused by pending litigation in the state court brought by creditor Trusper, d.b.a. Musely. The basis for the lawsuit is a dispute between Debtor and the creditor regarding terms and payment of a loan and sale of goods. Debtor has a generally viable and profitable business but must resolve the Trusper Claim in order to pursue and innovate its business. Class 1 consists of the Secured Claim of Whole Foods. Whole Foods shall retain its interest in the secured equipment until its claim is paid in full with interest at the federal legal rate as agreed by creditor at 50% of its scheduled claim amount. Class 2 consists of Non-priority unsecured creditors: * Class 2A unsecured creditors will receive regular monthly payments on a pro rata basis including interest at the federal legal rate until paid in full. * Class 2B consists of the Trusper Note payments which will be paid monthly including interest at the federal legal rate until paid in full. This claim is not disputed. * Class 2C consists of the Trusper claim for lost profits and other damages and costs. This claim is disputed and subject to a pending claim objection. If the court finds that Trusper is entitled to any amount of its disputed claim, those amounts will be paid as Class 3A in monthly payments with interest at the federal legal rate until paid in full. * Class 2D administrative convenience class is made up of claims each totaling up to $1,000 that will be paid in full within 14 days of the effective date. Under the Plan the security holders will retain their interest in the Debtor but will not receive any disbursements as a result of their ownership interest during the term of the plan. Their claim shall be subordinated to the Class 1-3 claims and shall not receive any payment under the plan. The Debtor will use its operating revenues to make the payments under the Plan. Debtor has provided projections and payment schedule supporting its ability to make the payments over the term of the Plan which is expected to be completed on before December 31, 2023. The Plan Proponent's financial projections show that Debtor will have an approximate cash flow, after paying operating expenses and post-confirmation taxes of $151,200 for the remainder of 2021 for both Plans, and an average of $516,600 for each following year for the 29-month Plan or an average of $710,640 per year for the 65-month Plan. The final Plan payment is expected to be paid on either December 2023 or 2026 depending on the outcome of the determination of Trusper's Proof of Claim. A full-text copy of the Disclosure Statement dated July 29, 2021, is available at https://bit.ly/3C3FkhJ from PacerMonitor.com at no charge. Debtor's Counsel: Judith A. Descalso, Esq. Law Office of Judith A. Descalso 960 Canterbury Pl., Ste. 340 Escondido, CA 92025 Telephone: (760) 745-8380 Facsimile: (760) 860-9800 Email: jad@jdescalso.com About Waxelene Inc. Waxelene, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 20-05878) on Dec. 1, 2020, listing under $1 million in both assets and liabilities. Judge Christopher B. Latham oversees the case. The Law Office of Judith A. Descalso serves as the Debtor's bankruptcy counsel. WEST COAST AGRICULTURAL: Seeks Final OK on Cash Use Thru Dec. 30 ---------------------------------------------------------------- West Coast Agricultural Construction Company asked the U.S. Bankruptcy Court for the District of Oregon to authorize, on a final basis pursuant to the budget, its use of the cash collateral. The Debtor needs to use the account receivables and cash to continue the operation of its business. As of the Petition Date, the bank accounts and accounts receivable total approximately $158,275. The Debtor has cash needs for the period of August 15 through December 30, 2021. The Debtor's secured creditors are Columbia Bank and the US Small Business Administration. The first lien of Columbia Bank has a current balance of approximately $1,332,389. The second lien of the SBA has a balance of approximately $149,910. The Secured Creditors have duly recorded UCC liens filed on bank accounts and accounts receivable. As adequate protection, the Secured Creditors shall be granted a security interest and replacement lien on all of the Post-Petition accounts and accounts receivables to replace their security interest and liens on the collateral to the extent of Pre-Petition cash collateral used by the Debtor during the pendency of the bankruptcy proceeding. The Operations Budget for the period from July 12 through December 31, 2021 provided for these monthly costs: $39,748 for the month of July 2021; $61,940 for the month of August 2021; $66,800 for the month of September 2021; $69,920 for the month of October 2021; $69,070 for the month of November 2021; and $108,300 for the month of December 2021. A copy of the motion, with the budget, is available for free at https://bit.ly/3j27jFX from PacerMonitor.com. The final hearing on the motion scheduled for August 16, 2021 at 1:30 p.m. will be done by video conference. 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 to $10 million in both assets and liabilities. Troutman Law Firm P.C. is the Debtor's counsel. WOODSTOCK LANDSCAPING: Gets Interim OK to Use Cash Collateral ------------------------------------------------------------- Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York authorized Woodstock Landscaping & Excavating, LLC to use cash collateral on an interim basis, pursuant to the approved budget. The Court ruled that Commercial Credit Group Inc. (CCG); the Internal Revenue Service (IRS); and the New York State Department of Taxation and Finance (NYSDTF) are granted postpetition replacement liens in the property of the estate of the kind securing each creditor's interest and liens to the extent that such liens are not avoidable. In addition, the Debtor shall provide CCG with a proof of adequate insurance on the collateral, and shall serve the Debtor's monthly operating reports on CCG and its counsel. The Debtor is also directed to timely pay payroll tax deposits and timely file payroll tax returns as required by law; and to provide the IRS, the NYSDTF and their counsel with the Debtor's monthly operating reports when filed. The Court will conduct a further, final hearing on the Debtor's request to use cash collateral on August 24, 2021 at 9 a.m. A copy of the interim order is available for free at https://bit.ly/3ibjbGk from PacerMonitor.com. About Woodstock Landscaping & Excavating, LLC Woodstock Landscaping & Excavating, LLC -- http://www.wdstlandscaping.com/-- operates a landscape installation, maintenance and general excavating business in Ulster County, New York. Its primary customers are real estate developers and builders in the Mid-Hudson Valley, although it also services commercial accounts. The Debtor maintains a nursery in West Hurley, New York. The Debtor sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-35565) on July 22, 2021. In the petition signed by Theresa Gutierrez, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Cecelia G. Morris oversees the case. Michael D. Pinsky, Esq. at Law Office of Michael D. Pinsky, P.C. is the Debtor's counsel. YOUNG MEN'S: Seeks to Hire Kientz & Penick as Accountant -------------------------------------------------------- The Young Men's Christian Association of Topeka, Kansas seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire Kientz & Penick CPAs, LLC as its accountant. Kientz & Penick has agreed to audit the Debtor's financial records for a fee of $11,000, and provide year‐end tax services for a fee of $1,750. Taylor Penick, a certified public accountant at Kientz & Penick, disclosed in a court filing that his firm is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Taylor Penick, CPA, CNAP Kientz & Penick CPAs, LLC P.O. Box 754 Manhattan, KS 66505 Phone: 785-817-7716 Email: taylor@kpmhk.cpa About Young Men's Christian Association The Young Men's Christian Association of Topeka, Kansas -- https://www.ymcatopeka.org/ -- is a tax-exempt organization that is focused on youth development, healthy living and social responsibility. For more information, visit https://www.ymcatopeka.org/. Young Men's Christian Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 20-20786) on May 21, 2020. At the time of the filing, the Debtor disclosed $4,850,289 in assets and $5,490,339 in liabilities. Judge Dale L. Somers oversees the case. Hinkle Law Firm, LLC and Kientz & Penick CPAs, LLC are the Debtor's legal counsel and accountant, respectively. YS GARMENTS: S&P Upgrades ICR to 'B' on Improved Performance ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on YS Garment LLC (doing business as Next Level Apparel) to 'B' from 'B-', and raised its issue-level rating on the company's senior secured credit facility to 'B' from 'B-.' S&P said, "The stable outlook reflects our expectations that the company will remain in compliance with its maintenance covenant with more than 15% cushion as it steps down to 4x (from current 4.25x) by the end of the year. This reflects our projection for the company's revenue growth momentum to continue in the low-double-digits area for the rest of 2021 and gradually slow down to the mid-single-digits area for 2022. In addition, we expect the company's enterprise resource planning (ERP) implementation in the second half of 2021 to be relatively seamless and will not significantly impact the company's operations." Next Level has recovered from the severe declines during the onset of the pandemic, and sales have grown 15% from 2019 levels. The company's growth is underpinned by elevated consumer demand in t-shirts and casual wear basics, with its key wholesale customers supplying to direct-to-consumer channels where inventory levels continue to be constrained due to congested freight lanes and increasingly disrupted supply chains from the COVID-19 delta-variant in South and Southeast Asia. S&P said, "We expect the company will continue to grow in the low-double digits in the second half of 2021, which is a slower rate than the prior two quarters, as the company laps the severely stressed early 2020 quarters and the initial onset of the pandemic. In addition, we believe the company's ongoing recovery will be fueled by the gradual return of large-scale events such as concerts, sporting, and on-campus events. Longer-term, we believe demand for casual wear will remain healthy because of the emergence of the creator economy and the pandemic has permanently shifted consumer preference to more comfortable attire and the frequency that they wear it, even as some shift back to social and workwear occurs." The company's credit metrics also recovered very quickly in conjunction with the fast sales rebound. The company ended its second quarter ended June 30, 2021 with adjusted leverage of 3.7x – this compares with 5x at the end of its first quarter. The fast deleveraging also alleviated a potential covenant breach. The company had a steep covenant stepdown at the end of June 30, 2021, stepping down to 4.25x from 6x, and it ended the quarter with over 20% of covenant cushion. S&P said, "While the company generated high levels of free operating cash flow (FOCF) during the pandemic, we expect its generation will be weaker in 2021 as the company reinvests in inventory and growth capital expenditures (capex). The company demonstrated prudent liquidity management by preserving cash and limiting inventory purchases during the pandemic. It generated more than $60 million of FOCF after required tax distributions, which is significantly higher than the $30 million it generated in 2019. However, we do not view this inventory level and cash flow generation as sustainable, and expect the company will generate marginally positive free operating cash flow after required tax distribution in 2021. This is due to the company's need to build up inventory in 2021. In addition, the company is embarking on several infrastructure projects to upgrade its ERP systems and relocating its headquarters and warehouses. We believe these investments will support the company's next stage of growth. Longer-term, we expect the company to generate a healthy FOCF after required tax distribution of about $20 million-$30 million a year." The company's ratings continue to be constrained by its high customer concentration. The company's top two customers accounts for more than 50% of its total sales. Any significant decline in the relationship with these two players would substantially impair the operations of Next Level. Its key customers are U.S.-based apparel wholesalers who sells into specialty apparel channels such as printer and decorator customers for concerts and corporate events, and small direct-to-consumer brands for nondecorated apparel. This segment performed well during the pandemic by having inventory on hand in the U.S. and extending into digital and larger retail channels when the North America base apparel supply was constrained. As a result, Next Level's recovery from the pandemic was faster than we had initially projected. In addition, S&P currently anticipates Next Level's ERP upgrades will be implemented as planned and will not disrupt the consumer services to its top customers. S&P said, "The stable outlook reflects our expectations that the company will remain in compliance with its maintenance covenant with more than 15% cushion as it steps down to 4x (from current 4.25x) by the end of the year. This reflects our projection for the company's revenue growth momentum to continue in the low-double-digits area for the rest of 2021 and gradually slow down to the mid-single-digits area for 2022. In addition, we expect the company's ERP implementation in the second half of 2021 to be relatively seamless that will not materially impact the company's operations. "We could lower our ratings if the company's credit metrics deteriorates and cushion under its leverage covenant narrows to below 15%." This could occur if: -- The company loses a key customer, or consumer demand for casual wear declines in conjunction with a return of the COVID-19 precautionary measures in the U.S. that delays the reopening of events. -- The company's operations are disrupted from an unsuccessful ERP upgrade, which may cause sales deteriorations or incremental costs that hamper margins. -- Raw material or freight costs increases materially above S&P's base forecast, and the company is not able to offset the increases with price increases or cost-savings initiatives. -- The company's financial policy becomes significantly more aggressive, with debt-funded acquisitions or shareholder returns, without removing the currently restrictive maintenance covenants. While unlikely, S&P could raise its ratings if: -- The company successfully diversifies its customer base, increases its product offering, and significantly expands internationally. -- The company continues to maintain a conservative financial policy by sustaining leverage well-below 5x, while improving its financial flexibility by loosening its financial covenants. [*] Sen. Warren, et al., Bill Targets Bankruptcy Releases --------------------------------------------------------- United States Senators Elizabeth Warren (D-Mass.), Dick Durbin (D-Ill.), and Richard Blumenthal (D-Conn.), and United States Representatives Jerrold Nadler (D-N.Y.) and Carolyn B. Maloney (D-N.Y.) announced on July 28, 2021, proposed legislation to prohibit the use of non-consensual, non-debtor releases that have helped entities and individuals, like members of the Sackler family, escape accountability for wrongdoing through bankruptcy proceedings. Since Purdue Pharma filed for bankruptcy, the Sackler family has tried to use non-debtor releases, or non-consensual third-party releases, to protect themselves and their assets from lawsuits linked to the opioid crisis. This loophole in bankruptcy law has increasingly been used by bad actors who have not filed for bankruptcy to escape personal accountability for their actions by shielding themselves through a bankruptcy proceeding of another corporation or entity. The Nondebtor Release Prohibition Act of 2021 would virtually eliminate the use of non-consensual, non-debtor releases in private claims and those brought by the government. Non-consensual, non-debtor releases have also been contemplated in other ongoing bankruptcy cases including the USA Gymnastics and Boy Scouts of America bankruptcies. In these cases, victims of sexual assault and abuse have had their cases dragged into bankruptcy courts against their will. This bill would ensure that victims get to decide how they want their cases handled and expand access to justice for those harmed by bad actors. "Bankruptcy is there to help companies in trouble. And in return for that help, they put everything they own on the line to help the people they've injured. Over time, rich people in giant corporations have figured out how to game the system. Now, billionaires like the Sacklers want to get the benefits of bankruptcy while they keep their assets secret. That's wrong. And this law would stop that," said Senator Warren. "Non-debtor releases have become a weapon used by corporate insiders to deprive the people they've harmed of the rights and remedies they deserve. The bankruptcy process is supposed to provide a fresh start, not a license for the powerful—from the Sackler family to Harvey Weinstein to the people who enabled years of abuse of Olympic gymnasts, boy scouts, and young parishioners—to prey on ordinary Americans," said Congressman Nadler, Chairman of the House Judiciary Committee. “I am proud to join Senator Warren and Chair Maloney in introducing our bill to uniformly ban this abusive practice." "This outrageous loophole is shielding some of the worst actors from accountability for serious and egregious wrongdoing – like igniting America's opioid addiction crisis. It is time for Congress to crack down on the abuse of non-debtor releases so the wealthy and powerful cannot rig the justice system further in their favor," Senator Durbin said. "Current bankruptcy law is unjust and unacceptable. Bankruptcy should not be a safe harbor from accountability, but that’s how the law works now. This bill would prevent bad actors from using bankruptcy proceedings as a free pass – people like the Sacklers, whose family fortune was built on the graves of people killed by opioids, or entities like USA Gymnastics, which looked the other way while hundreds of young women were sexually abused,” said Senator Blumenthal. "I am pleased to join my colleagues in introducing this important legislation that builds on my SACKLER Act by closing loopholes in bankruptcy law and promoting accountability for bad actors," said Rep. Maloney, Chairwoman of the Committee of Oversight and Reform. “For too long, the unfettered abuse of non-debtor releases has allowed wrongdoers to evade responsibility for their actions. As Chairwoman of the Committee on Oversight and Reform, promoting accountability for America's opioid epidemic has been one of my top priorities. The Sackler family directed Purdue Pharma to flood our communities with dangerous OxyContin. They created and fueled a national public health crisis that has claimed nearly half a million lives. It is imperative that Congress act quickly to prohibit the abuse of non-debtor releases and prevent bad actors—including the Sacklers—from evading accountability." "After my lawsuit exposed the Sacklers' role in the opioid epidemic, the Sacklers hid behind a corporate bankruptcy to avoid accountability. We need common sense legislation to stop that abuse. The public deserves a justice system that delivers justice – not special protection for billionaires. I applaud Senator Warren, Senator Durbin, Chairman Nadler, Chairwoman Maloney, and their colleagues for standing up for what’s right,” said Massachusetts Attorney General Maura Healey. "We cannot allow wrongdoers to misuse the bankruptcy code to shield their wealth from justice. This legislation would close the loophole currently being abused by the Sacklers to try to escape accountability with their jewelry, art, and vacation homes untouched while victims of their depraved misconduct suffer and grieve. This legislation has my full support, and I thank those in Congress seeking to expose and reform the glaring holes in our bankruptcy system,” said Connecticut Attorney General William Tong. "Wealthy corporations with the ability to pay abuse the bankruptcy process by coercing victims to release their claims against them, sometimes without putting in a penny in the pot to compensate them. This is bankruptcy abuse by big corporations with high-powered lawyers. The corporations use the bankruptcy as a way to get off the hook for injuries they caused and wipe the slate clean of liability, without ever declaring bankruptcy. Victims and survivors of their abuse are then barred from seeking justice and fair compensation in a court of law and deprived of their constitutional right to a jury trial. This bankruptcy abuse must stop, and that is why I support this bill.” – Tasha Schwikert-Moser, Olympic Bronze Medalist, Nassar Survivor, Attorney, Mother of three young children and wife "There's no question that something is wrong with our bankruptcy laws when a family can not only rise to be one of the wealthiest families in America through unscrupulous profiteering that is indisputably responsible for hundreds of thousands of deaths in the United States, but also maintain their personal wealth on the other side of bankruptcy simply through a legal loophole. If ever there was a case to prove this system is flawed, it is this one. I stand with nearly 1 million families who have lost a loved one to overdose as well as all of those who have suffered as a result of the Sacklers." – Alexis Pleus, Founder and Executive Director, Truth Pharm Specifically, the Nondebtor Release Prohibition Act of 2021 would prevent individuals who have not filed for bankruptcy from obtaining releases from lawsuits brought by private parties, states, Tribes, municipalities, or the U.S. government in bankruptcy by: * Prohibiting the court from discharging, releasing, terminating or modifying the liability of and claim or cause of action against any entity other than the debtor or estate. * Prohibiting the court from permanently enjoining the commencement or continuation of any action with respect to an entity other than the debtor or estate. The legislation is endorsed by the National Consumer Law Center (on behalf of its low-income clients). [^] BOND PRICING: For the Week from July 26 to 30, 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 15.428 10/15/2023 Basic Energy Services Inc BASX 10.750 15.428 10/15/2023 Buffalo Thunder Development Authority BUFLO 11.000 50.000 12/9/2022 Dean Foods Co DF 6.500 0.800 3/15/2023 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 0.918 0.072 1/30/2037 Federal Farm Credit Banks Funding Corp FFCB 2.540 99.271 3/24/2036 Federal Home Loan Mortgage Corp FHLMC 0.375 99.822 8/3/2023 GNC Holdings Inc GNC 1.500 1.250 8/15/2020 GTT Communications Inc GTTN 7.875 9.475 12/31/2024 GTT Communications Inc GTTN 7.875 9.986 12/31/2024 Goodman Networks Inc GOODNT 8.000 39.677 5/11/2022 Iconix Brand Group Inc ICON 5.750 55.380 8/15/2023 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 21.083 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 56.445 11/1/2023 Nine Energy Service Inc NINE 8.750 57.640 11/1/2023 Nine Energy Service Inc NINE 8.750 57.120 11/1/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.350 1/29/2020 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Revlon Consumer Products REV 6.250 44.154 8/1/2024 Rolta LLC RLTAIN 10.750 2.146 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 2.148 10/15/2018 Sears Roebuck Acceptance SHLD 7.500 0.588 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 Sears Roebuck Acceptance SHLD 7.000 0.300 6/1/2032 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 ********* 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. 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