/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210805.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, August 5, 2021, Vol. 25, No. 216 Headlines 11500 SPACE: Seeks to Employ Haselden Farrow as Bankruptcy Counsel 176 ROUTE 50: Wins Cash Collateral Access Thru Aug 21 2340 ND CORP: All Claims to be Fully Paid, Reinstated in Plan ADVANCED CLEANUP: Court Directs Appointment of Chapter 11 Trustee AFFILIATED PHYSICIANS: Taps Concord as Admin Service Manager AK BUILDERS: Voluntary Chapter 11 Case Summary AMATA LLC: Taps Goldstein & McClintock as Substitute Counsel ANGEL'S SQUARE: Unsecured Creditors Will Get 80% of Claims in Plan APP REALTY: Unsecureds to Get Share of Sale in 4 Months ARCHES INTERMEDIATE: S&P Affirms 'B' ICR, Outlook Stable ARONOWITZ DELAWARE 2: Taps Bennett Guthrie as Legal Counsel ASHLAND LLC: S&P Rates New $450MM Senior Unsecured Notes 'BB+' ASSISTED LIVING: S&P Lowers 2017 A-B Bond Ratings to 'CCC+ (sf)' AVERY SALON: Seeks to Hire Heidi McLeod as Bankruptcy Counsel BALROG ACQUISITION: S&P Assigns 'B-' ICR, Outlook Stable BARETTA INC: Seeks to Hire Herren Dare & Streett as Co-Counsel BATH & BODY: S&P Ups ICR to BB on Separation from Victoria's Secret BIOXXEL LLC: Disclosures OK'd, Sept. 1 Confirmation Hearing Set BOY SCOUTS OF AMERICA: Guam Committee Says Plan Facially Defective BUCKINGHAM SENIOR: One More Creditor Appointed to Committee CA HOME BUYERS: Agrees to Case Dismissal CCMW LLC: Bankruptcy Administrator Unable to Appoint Committee CCMW LLC: May Use Cash Collateral Through August 10 CENSO LLC: Seeks to Hire Christopher Burke as Special Counsel CENTURY COMMUNITIES: S&P Rates New $400MM Sr. Unsec. Notes 'BB-' CERTA DOSE: Seeks to Use Cash Collateral CLEVELAND-CUYAHOGA COUNTY PORT: S&P Rates 2021A TIF Bonds 'BB' CONNOR FOREST: May Use Cash Collateral Through August 31 CYTODYN INC: Questions Validity of Director Nominations DEER CREEK: Unsecured Creditors Will Get 10% of Claims DGJ PREMIER: Seeks to Hire Michael Ostroff as Bankruptcy Counsel DURRANI M.D.: Plan Payments to be Funded by Future Income DURRANI M.D.: Taps City Group Properties as Real Estate Broker EASTERDAY RANCHES: Unsecureds' Recovery "TBD" in Liquidating Plan ELI & ALI: Wins Cash Collateral Access Thru Aug 20 ELLA JEAN WOODS: Gets OK to Hire Iron Horse Auction as Appraiser EVERYTHING BLOCKCHAIN: Appoints New COO, CTO FLOAT HORIZEN: Unsecureds Will Get $250 Per Month for 60 Months FLY LEASING: S&P Affirms 'BB-' ICR, Off CreditWatch Developing FORD STEEL LLC: Taps Cantrell & Cantrell as Special Counsel GATEWAY KENSINGTON: May Use SNB Cash Collateral GATEWAY VENTURES: Hires ELP Real Estate as Broker GBG USA: Wins Interim OK on $16M DIP Term Loan GPS HOSPITALITY: S&P Affirms B- ICR on Refinancing, Outlook Stable HERSCHEND ENTERTAINMENT: S&P Hikes ICR to 'B+', Outlook Stable HKO 3 LLC: Court Approves Disclosure Statement HKO 3: Wins Cash Collateral Access Thru Sept 9 HOSPITALITY WOODWORKS: Wins Final OK on Cash Collateral Access ICAN BENEFIT: Ombudsman Files Report on Sale of Customer Info INSIGHTRA MEDICAL: Seeks Approval of $700,000 DIP Financing INTEGRATED AG: U.S. Trustee Objects to Disclosure Statement JACOBS TOWING: Obtains Final OK on Use of Cash Collateral KATERRA INC: Committee Taps Fox Rothschild as Legal Counsel KATERRA INC: Committee Taps FTI Consulting as Financial Advisor KATERRA INC: Mercer Unit Buys CLT Facility KK FIT INC: Seeks to Hire Senft Law Firm as Special Counsel LIBRA GROUPCO: S&P Assigns B Issuer Credit Rating, Outlook Stable LIMETREE BAY: Cash Collateral Access Extended Thru Aug 8 MALLINCKRODT PLC: Lyda Haag Steps Down as Committee Member MARY BRICKELL: Wins Cash Collateral Access Thru Aug 16 MEDLEY LLC: Unsecured Creditors to Recover 2.02% to 2.17% in Plan MSCI INC: S&P Rates New $700MM Senior Unsecured Notes 'BB+' NABORS INDUSTRIES: Reports Net Loss of $196-Mil. in Second Quarter NAUTILUS POWER: Moody's Alters Ratings Outlook to Negative NB TAYLOR BEND: Voluntary Chapter 11 Case Summary NORTHLAKE CORNERS: Disclosure Statement Hearing Set for Sept. 7 NORTHLAKE CORNERS: Unsecureds to be Paid in Full Under Plan OAKMOD LLC: U.S. Trustee Wins Dismissal of Chapter 11 Case OFS INTERNATIONAL: Taps Ahmad Zavitsanos as Special Counsel OPTIMUMBANK HOLDINGS: Completes Acquisition of Remaining TruPS OPTIMUMBANK HOLDINGS: Raises $2.1 Million Through Private Placement PRO MACH: S&P Affirms 'B-' ICR on Dividend Recapitalization REDWOOD EMPIRE: U.S. Trustee Unable to Appoint Committee RIVER BEND MARINA: Hearing on Disclosures Slated for Sept. 23 ROMAN CATHOLIC CHURCH: Taps Mark Edwards as Real Estate Broker SAVI TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors SHARITY MINISTRIES: Hearing Today on UST Bid to Oust Management SHOOTING SPORTS: Unsecured Creditors to Recover 3% in Plan SKY STEEL INC: Gets OK to Hire BransonLaw PLLC as Legal Counsel SKYPATROL LLC: Oct. 5 Disclosure Statement Hearing Set SM-T.E.H. REALTY: Creditors to Get Liquidation, Litigation Proceeds SOMETHING SWEET: Two More Creditors Appointed to Committee SONOMA PHARMACEUTICALS: Director Barbari Won't Stand for Reelection SOO HOTELS: Seeks to Employ Robert Bassel as Bankruptcy Counsel SOTHEBY: S&P Assigns 'B+' Rating on New $300MM Sr. Secured Notes SOUND HOUSING: Creditors Schwarz and Tee Say Disclosure Inadequate SPHERATURE INVESTMENTS: Wins Cash Collateral Access Thru Sept. 6 STERLING INTERMEDIATE: S&P Upgrades ICR to 'B', On Watch Positive STONEMOR INC: All Four Proposals Passed at Annual Meeting T-MOBILE US: S&P Raises ICR to 'BB+', Outlook Stable TELEPHONE AND DATA: Moody's Affirms Ba1 CFR, Outlook Stable VBI VACCINES: Incurs $17.5 Million Net Loss in Second Quarter VIP PHARMACY: May Use Cash Collateral Through October 31 VIVA TEXAS: Claims Will be Paid in Full from Property Sale Proceeds WC 6TH AND RIO: Claims Will Be Paid in Full in Plan WC CULEBRA: Claims Will be Paid in Full in Plan WHITE RIVER: Amended Disclosure Hearing Reset to September 2 WNJ24K LLC: U.S. Trustee Unable to Appoint Committee [*] Business Bankruptcy Filings Down 17.7% in Period Ended June 30 [*] July 2021 Bankruptcy Filings Down 6%, Epiq Reports [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 11500 SPACE: Seeks to Employ Haselden Farrow as Bankruptcy Counsel ------------------------------------------------------------------ 11500 Space Center, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Haselden Farrow, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) assisting the Debtor in the administration of the Chapter 11 case; (b) assisting the Debtor in analyzing its assets and liabilities, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales or dispositions; (c) attending meetings and negotiating with representatives of creditors; (d) assisting the Debtor in the preparation, analysis and negotiation of any Chapter 11 plan and disclosure statement; (e) taking all necessary actions to protect and preserve the interests of the Debtor; (f) appearing before the bankruptcy court or any other court to protect the interests of the Debtor; (g) handling litigation that arises regarding claims asserted against Debtor or its assets; and (h) performing all other necessary legal services in the case. The firm's hourly rates are as follows: Melissa A. Haselden, Esq. $400 per hour Elyse M. Farrow $325 per hour Legal Assistant/Paralegals $150 per hour Contract Attorneys $300-$400 per hour The Debtor paid a total of $30,000 to the law firm as a retainer fee. Melissa Haselden, Esq., a principal at Haselden Farrow, 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. The firm can be reached at: Melissa A. Haselden, Esq. Haselden Farrow PLLC 700 Milam, Suite 1300, Pennzoil Place, Houston, TX 77002 Email: (832) 819-1149 About 11500 Space Center 11500 Space Center, LLC, a company based in Houston, filed a Chapter 11 petition (Bankr. S.D. Texas Case No. 21-32299) on July 6, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. John Kevin Munz, president, signed the petition. Judge David R. Jones oversees the case. Haselden Farrow, PLLC serves as the Debtor's legal counsel. 176 ROUTE 50: Wins Cash Collateral Access Thru Aug 21 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has authorized 176 Route, LLC to continue using cash collateral pursuant to its budget through August 21, with a 20% cushion allowed to Debtor over and above the said amount. The Debtor requires immediate authority to use cash collateral in order to continue its business operations without interruption and to facilitate formulating an effective plan of reorganization. The Debtor is indebted to National Capital Management LP and Kutztown Mortgage Partners, LLC through a series of loans from the Lenders to the Debtor and 801 Asbury Avenue, LLC, a related debtor-in-possession. The Lenders' Indebtedness is secured by a blanket lien on all of the Debtor's assets. Specifically, the Lenders' Indebtedness is evidenced by two separate Open-Ended Mortgage and Security Agreements dated as of March 15, 2019, Assignment of Rents and UCC-1 financing statements filed against the Debtor. The Debtor is currently reviewing and investigating the Lenders' loan documents to determine whether the Lenders' Indebtedness is properly perfected as the first and second position liens encumbering all of the Debtor's assets. The Order is being entered without prejudice to or waiver of any rights of the Debtor, the Office of the U.S. Trustee, the Lenders, any other secured creditors claiming an interest in Cash Collateral, and/or any other interested party with respect to the continued use of cash collateral or any matter related thereto. The Debtor is authorized to use cash collateral to maintain and preserve its assets and to continue operation of its business, including but not limited to payroll, liability insurance, utilities, building maintenance and repair, professional fees, United States Trustee Quarterly Fees commencing with the first quarter of 2021 and any required monthly adequate protection payments to Lenders. With respect to repairs and maintenance, (i) the Debtor will have the authority to conduct emergency maintenance and repairs to 176 Route 50, Estell Manor, NJ and maintain the safety of persons entering the Property; however, the Debtor will be required to present NCM with documentation and repair costs immediately thereafter; (ii) the Debtor is authorized to make necessary maintenance and repairs costing less than $750 to the Property without prior written consent from NCM; repairs and maintenance costing more than $750 will require the Debtor to provide documentation to NCM and obtain prior written consent from NCM, which will not be unreasonably withheld or delayed; the Debtor will provide documentation of all repairs and maintenance costing less than $750 to NCM, together with the end of month cash collateral budget reconciliation; (iii) all budget funds relating to roof maintenance and repair and/or parking lot maintenance at the Property will be subject to NCM's prior review and written approval, which will not be unreasonably withheld or delayed; and (iv) to the extent that the Debtor or entities related to the Debtor propose to perform maintenance and repairs to the Property, such work will be subject to third party bids that may be timely solicited by NCM, with the most competitive bid selected by NCM; any work performed by the Debtor will be performed at cost. As adequate protection for use of the cash collateral, the Lenders are granted replacement liens in their respective prepetition collateral to the same extent, validity and priority of their respective prepetition liens, for the diminution in value of such creditor's prepetition liens in cash collateral caused by the Debtors' use and expenditure of cash collateral without the necessity of filing any documents or otherwise complying with non-bankruptcy law in order to perfect security interests and record liens, with such perfection being binding upon all parties. To the extent the adequate protection proves insufficient to protect the Lenders' interest in and to the cash collateral, Lenders will have a superpriority administrative expense claim. The Debtor is also required to make monthly payments to the Lenders as adequate protection payments in the amount of $1,730 for the duration of the Order. A final hearing on the matter is scheduled for August 18 at 2 p.m. A copy of the order and the Debtor's 12-week budget is available for free at https://bit.ly/3vERrxp from PacerMonitor.com. The Debtor projects $30,000 in total rent collected and $30,000 in total disbursements for the 12-week period. About 176 Route, LLC 176 Route, LLC is a single asset real estate company. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 21-14402) on May 26, 2021. In the petition signed by James McCallion, the sole member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Andrew B. Altenburg Jr. oversees the case. David B. Smith, Esq., at Smith Kane Holman, LLC is the Debtor's counsel. 2340 ND CORP: All Claims to be Fully Paid, Reinstated in Plan ------------------------------------------------------------- 2340 ND Corp. filed with the U.S. Bankruptcy Court for the Eastern District of New York a Chapter 11 Plan and Disclosure Statement. The Debtor is a corporation that owns a two-family house (the Property) located at 2340 National Drive, Brooklyn, New York. Eugene Burshtein purchased the Property in January 2007, and subsequently transferred it to the Debtor in March 2019. Burshtein financed the purchase by taking out two mortgages, one to Citibank, N.A. for $500,000 and another to U.S. Bank Trust National Association for $420,000. Currently, the mortgage held by U.S. Bank Trust National Association remains on the Property and is serviced by Fay Servicing LLC. The Citibank mortgage was paid off in August 2012. Burshtein and his family occupy the Property as their principal residence. Burshtein will fund the Plan from his earnings from his accounting business and his real estate business. Through July 16, 2021, Burshtein had a gross income of $187,000. Additionally, Burshtein estimates that he will earn $200,000 in 2021 from Geo Real Estate. He does not receive a salary from the Debtor. Classified Claims: * Class 1 Class 1 shall consist of the claims of Authorized Heating & Air Conditioning, Inc., which was scheduled in the amount of $850 and Stefani Pace, which was scheduled in the amount of $56,602. Neither Authorized Heating nor Ms. Pace filed a claim in the Debtor's case. The Plan, therefore, will not provide for any payment to these claims but Authorized Heating and Ms. Pace will retain any lien that they may have on the Property. * Class 2 Class 2 shall consist of the secured claim of Fay Servicing LLC as servicer for U.S. Bank Trust National Association, as Trustee of LSF 10 Mater Participation Trust, which holds a mortgage on the Property. Fay Servicing holds a claim in the filed amount of $789,366. The Debtor believes, however, that the amount owed to Fay Servicing is $750,000. The Debtor will attempt to work out the matter with the creditor. The Debtor will pay the $750,000 with interest at 3%, amortized over 30 years, with a balloon payment for the balance on February 1, 2037, the original due date of the note and mortgage. Payments will be $3,162, plus escrow taxes, beginning on the first day of the month after the Effective Date through February 1, 2037. * Class 3 Class 3 shall consist of creditors holding unsecured claims to the extent allowed by the Court. No unsecured claims were filed in the case. * Class 4 Class 4 shall consist of the Equity Security Holders of the Debtor whose interest will not be impaired or diluted. The Debtor's lone shareholder is Eugene Burshtein. He has acceded to the Plan and shall retain his interest in the Reorganized Debtor. Under the Plan, all creditors will be paid in full or will have their claims fully reinstated and are unimpaired. A copy of the Disclosure Statement is available for free at https://bit.ly/3lu3hZW from PacerMonitor.com. The hearing on the Disclosure Statement is scheduled on September 9, 2021 at 10:30 a.m. About 2340 ND Corp 18 Based in Brooklyn, New York, 2340 ND Corp filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-46340) on Oct. 22, 2019, listing under $1 million in both assets and liabilities. Bruce Weiner at Rosenberg Musso & Weiner LLP represents the Debtor. ADVANCED CLEANUP: Court Directs Appointment of Chapter 11 Trustee ----------------------------------------------------------------- Judge Sheri Bluebond approved the motion of petitioning creditor, GOLO, LLC, for appointment of a Chapter 11 Trustee in the bankruptcy case of Advanced Cleanup Technologies, Inc. The Case Trustee to be selected by the United States Trustee shall have all the powers and duties set forth in Section 1106 of the Bankruptcy Code, including investigating the acts, conduct, assets, liabilities, and financial condition of the Debtor. About Advanced Cleanup Technologies A group of creditors of Advanced Cleanup Technologies, Inc. filed an involuntary Chapter 7 bankruptcy petition (Bankr. C.D. Calif. Case No. 21-12762) against the company on April 5, 2021. The petitioning creditors are GOLO LLC, NEAA Inc., ENAA Inc., Francesco & Linda Funiciello, Ronnie and Sunny Melendez, Nasser Nando Ghorchian, Alberto Amiri and Talya Enterprises, Kevin King, and Michael Funiciello. The creditors are represented by Winthrop Golubow Hollander, LLP. On July 2, 2021, the Court entered an order converting the case to one under Chapter 11. Judge Sheri Bluebond oversees the case. Leslie Cohen Law, PC serves as the Debtor's legal counsel in its bankruptcy case. AFFILIATED PHYSICIANS: Taps Concord as Admin Service Manager ------------------------------------------------------------ Affiliated Physicians and Employers Master Trust seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Concord Management Resources, LLC as administrative service manager. The firm's services include: a) Assistance with preparation of bankruptcy schedules; b) Preparation of accounting reports and information reports to the court; c) Assistance with the plan of reorganization and disclosure statement, if applicable; d) Preparation and distribution of communications to sponsors, brokers, member companies and covered individuals as approved by the Board of the Directors and the court; e) Support for information requested from the Debtor or its legal counsel regarding the bankruptcy proceeding; f) Assistance for member companies in securing alternative coverages upon shutdown; and g) Engaging outsourced vendor on behalf of the Debtor to perform Workers Compensation Research as approved by the Debtor. The firm's standard rates range from $150 to $600 per hour. As disclosed in court filings, Concord Management Resources is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Concord Management Resources 80 Cottontail Lane, Suite 204 Somerset, NJ 08873 About Affiliated Physicians and Employers Master Trust Affiliated Physicians and Employers Master Trust (doing business as Members Health Plan NJ) sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 21-14286) on May 24, 2021. Lawrence Downs, chairman of Affiliated Physicians, signed the petition. In the petition, the Debtor disclosed total assets of $6,303,036 and total liabilities of $1,726,938. Judge Michael B. Kaplan oversees the case. Genova Burns, LLC and Withumsmith + Brown, PC serve as the Debtor's legal counsel and accountant, respectively. Concord Management Resources, LLC is the administrative service manager. AK BUILDERS: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: AK Builders and Coatings, Inc. 9694 Alta Mesa Road Wilton, CA 95823 Chapter 11 Petition Date: August 2, 2021 Court: United States Bankruptcy Court Eastern District of California Case No.: 21-22814 Judge: Hon. Fredrick E. Clement Debtor's Counsel: Michael M. Noble, Esq. 2017 5th Street Sacramento, CA 95818 Tel: 916-370-7742 Email: msntaxbk@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Alifeleti K. Vaituulala, president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UDKXPUI/AK_Builders_and_Coatings_Inc__caebke-21-22814__0001.0.pdf?mcid=tGE4TAMA AMATA LLC: Taps Goldstein & McClintock as Substitute Counsel ------------------------------------------------------------ Amata LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Goldstein & McClintock, LLLP to substitute for McDonald Hopkins, LLC in its Chapter 11 case. The firm's services include: (a) advising the Debtor with respect to its powers and duties in the continued management and operation of its businesses; (b) attending meetings and negotiating with representatives of creditors and other parties in interest; (c) taking all necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor's interests in negotiations concerning all litigation in which the Debtor is involved, including objections to claims filed against the estate; (d) preparing legal papers; (e) taking any necessary action to obtain approval of a disclosure statement and confirmation of the the Debtor's plan of reorganization; (f) representing the Debtor in connection with obtaining use of cash collateral and post-petition financing (if necessary); (g) advising the Debtor in connection with any potential sale of its assets; (h) appearing before the bankruptcy court, any appellate courts, and the Office of the United States Trustee; and (i) performing all other necessary legal services for the Debtor, including, without limitation, (i) the analysis of the Debtor's leases and executory contracts and the assumption, rejection, or assignment thereof, (ii) the analysis of the validity of liens against the Debtor, and (iii) advice on corporate, litigation and other matters. The firm's hourly rates are as follows: Jeffrey C. Dan, Esq. $550 per hour Senior Partners $835 per hour Associates $300 per hour Legal assistants and law clerks $170 to $235 per hour Jeffrey Dan, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey C. Dan, Esq. Goldstein & McClintock LLLP 111 W. Washington Street, Suite 1221 Chicago, IL 60602 Tel.: (312) 337 - 7700 Email: jeffd@goldmclaw.com About Amata LLC Amata LLC -- http://www.amatacorp.com/-- is an office space provider catering specifically to legal practitioners. The company operates its business at 77 W. Wacker Drive, Suite 4500, Chicago. Amata filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-04801) on April 12, 2021. In the petition signed by Ronald C. Bockstahler, founder and chief executive officer, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge David D. Cleary oversees the case. The Debtor tapped Goldstein & McClintock LLLP as its bankruptcy counsel. Neema T. Varghese is the Subchapter V trustee appointed in the Debtor's Chapter 11 case. ANGEL'S SQUARE: Unsecured Creditors Will Get 80% of Claims in Plan ------------------------------------------------------------------ Angel's Square, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement describing Plan of Reorganization dated August 2, 2021. The Debtor is a Florida corporation, that was formed in 2007. The Debtor owns and operates a small commercial strip mall, with a street address of 5630 N. Federal Highway, Ft. Lauderdale, FL 33308, ("Property"). Currently, there are three tenants that operate out of the Property. One of the tenants, Las Americas Bakery of Coral Ridge d/b/a Las Orquideas Restaurant, is a Florida company, wholly owned by Gill. Since the filing, the Debtor continues to collect rent from the three tenants. The Debtor has remained current on its obligations to City National. Unfortunately, and despite the substantial equity in the Property, the Debtor was unable to locate a lender willing to refinance the mortgage held by Lighthouse. The Plan contemplates that funding for the distribution to the secured creditors and the general unsecured creditors holding an allowed claim in this case will be derived from proceeds received by the Debtor in its operations, as well as from personal funding to be provided by Fernando Gill, ("Gill"), the principal of the Debtor, or one of his other business entities (referred to as the "Personal Funding"). Such funding from the Debtor will be from rental proceeds from the Property. Class 1 consists of the secured claim held by City National, which is in the approximate amount of $1.071,479.33. This claim is secured by a first mortgage position on the Property. Through the Plan, the Debtor will continue to make the requisite payments to City National on the terms and conditions provided for pursuant to that certain Promissory Note dated Oct. 12, 2018. The Debtor is current on such payments, and will remain so. Class 1 is unimpaired under the Plan. Class 2 consists of the secured claim held by Lighthouse, which is in the approximate amount of $187,663.74. This claim is secured by a second mortgage position on the Property. Through this Plan, the Debtor is modifying and extending the loan obligations due to this creditor. The Debtor will execute a new Modified Promissory Note, in favor of Lighthouse, whereby the amount due to Lighthouse, will be paid over a 2 year period, commencing the first full month after the Effective Date of the Plan. The Modified New Note will earn interest at 3% per annum. Class 2 is impaired under the Plan. Class 3 consists of the Secured Claims held by Broward Tax, which is in the combined approximate amount of $104,442.30. These claims are secured by the Property. Through the Plan, Broward Tax will be paid, in full the amount of the Secured Claims. The funding for the payment and satisfaction of the Class 3 claims will be from the Escrow Fund to be turn over by City National, with the balance of the Class 3 claims to be paid by the Personal Funding. The Class 3 creditor will retain its lien rights until the Secured Claims are paid and satisfied. Class 3 is unimpaired under the Plan. Class 4 consists of all Unsecured Claims. Upon the Effective Date of the Plan, the Debtor will cause a payment representing a 80% distribution to the holders of Allowed General Unsecured Claims. There exists only one creditor that holds an Allowed General Unsecured Claim, namely The Strauss Law Finn, P.A., which holds an Allowed General Unsecured Claim in the amount of $1,250.00. The source of funding for the distribution will be derived from funds of the Debtor, or by the Personal Funding. Class 4 is impaired under the Plan. Class 5 consists of all Interests in the Debtor. Gill is the sole owner of the Debtor. The Class 5 is an insider of the Debtor. Class 5 shall receive no Distributions on account of their Interests. All pre-petition interests in the Debtor shall be remain. Class 5 is impaired under the Plan. The Plan contemplates that funding the distributions set forth in the Plan will be derived from the operations of the Debtor's business, as well as the Personal Funding. The Debtor submits that the Personal Funding represents the new value provided by Gill in order for Gill to maintain his interest in the Debtor. A full-text copy of the Disclosure Statement dated August 2, 2021, is available at https://bit.ly/3rSVRk0 from PacerMonitor.com at no charge. Attorney for Debtor: Brian S. Behar, Esq. Behar Gutt & Glazer, P.A. 1855 Griffin Road, Suite A-350 Fort Lauderdale, FL 33004 Tel: (305) 931-3771 Email: bsb@bgglaw.com About Angel's Square Fort Lauderdale, Fla.-based Angel's Square, Inc. is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Angel's Square sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-13576) on April 15, 2021. Fernando D. Gill, registered agent, signed the petition. In its petition, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $1 million. Judge Peter D. Russin oversees the case. Behar Gutt & Glazer, P.A. is the Debtor's legal counsel. APP REALTY: Unsecureds to Get Share of Sale in 4 Months ------------------------------------------------------- APP Realty, LLC, et. al., submitted a First Amended Disclosure Statement explaining their Chapter 11 Plan. The Debtor's Plan provides for the sale of all its real property to fund the Plan. The sale is expected to close no later than four months following the Effective Date. Except for Administrative and ordinary operating expenses, no distributions will be made until the sale closes. The Debtor will continue to operate its business until the sale closes but such operations will not generate revenue over and above the operating expenses that will need to be paid. Class 4 shall consist of Allowed Unsecured Claims, other than the Claims of Insiders. These Claims shall be paid pro-rata in one lump sum payment out of the proceeds of the sale of the Debtor's assets no later than 4 months after the Effective Date, to the extent cash is available after payment of Class 1, 2 and 3 Claims. Class 4 is impaired. Attorneys for the Debtor: Joyce W. Lindauer Kerry S. Alleyne Guy H. Holman Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Paul M. Bauch Kenneth A. Michaels, Jr. Carolina Y. Sales Bauch & Michaels, LLC 53 W. Jackson Blvd., Suite 1115 Chicago, Illinois 60604 Telephone: 312-588-5000 Facsimile: 312-427-5709 A copy of the Disclosure Statement dated July 28, 2021, is available at https://bit.ly/3rIYvst from PacerMonitor.com. About APP Realty and APP Car Wash APP Realty, LLC, owns land and a building housing a car wash located in the City of Chicago, Cook County, Illinois. APP Realty, LLC, a Chicago-based company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-03839) on March 24, 2021. The case is jointly administered with the Chapter 11 case filed by an affiliate, APP Car Wash, LLC, on May 20, 2021 (Bankr. N.D. Ill. Case No. 21-06550). Judge Lashonda A. Hunt oversees the cases. At the time of the filing, APP Realty had total assets of $1,226,027 and total liabilities of $1,028,763. Meanwhile, APP Car Wash disclosed total assets of up to $1 million and total liabilities of up to $10 million. Joyce W. Lindauer Attorney, PLLC and Bauch & Michaels, LLC serve as the Debtors' bankruptcy counsel and local counsel, respectively. ARCHES INTERMEDIATE: S&P Affirms 'B' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings affirmed its ratings on U.S.-based online family history company Arches Intermediate Inc. (d/b/a Ancestry.com), including its 'B' issuer credit rating. S&P affirmed the 'B' rating on the company's first-lien credit facility; the recovery rating remains '3'. S&P also affirmed the 'CCC+' rating on the company's unsecured debt; the recovery rating remains '6'. S&P said, "The stable outlook reflects our expectations that Ancestry will exhibit steady operating performance with low-double-digit percentage growth in subscription revenues, a modest improvement in EBITDA margins, and free operating cash flow (FOCF) to debt in the high-single-digit area over the next 12 months. Leverage will likely remain elevated above 7x in 2021 before declining towards the mid-6x area in 2022. "The ratings affirmation reflects our expectation that Ancestry's FOCF to debt will decline somewhat but remain in the 7%-8% area over the next 12 months, well within our expectations for the 'B' issuer credit rating. This is despite the increase in leverage to roughly 9x as of March 31, 2021 (7.1x pro forma for deferred revenues), to fund the shareholder dividend. We expect the company's leverage to decline to the 7.1x area as of year-end 2021, adjusting for deferred revenues which were written off at the time of the company's acquisition by Blackstone in December 2020. Notwithstanding, we view the shareholder dividend shortly after its acquisition by Blackstone as aggressive and the dividend reduces cash flow and leverage cushion should the company experience unexpected challenges. "Our 'B' issuer credit rating on Ancestry reflects its concentration in the niche family history genealogy business, past declines in DNA kit sales, and financial sponsor ownership. These challenges are somewhat offset by the company's strength in its family history business, usage of which has increased as consumers social distance to stem the spread of the COVID-19 pandemic and spend more time using online services such as Ancestry.com. In addition, the company has stabilized the declines in its DNA kit sales while pursuing significant cost reduction initiatives driven in part by reduced marketing spending on its DNA product. We believe these trends should allow the company to maintain FOCF to debt of over 5%, despite the increased leverage from the transaction. "The core genealogy business has been resilient to declines in DNA kit sales and the coronavirus pandemic. Ancestry exceeded our expectations for subscriber growth over the last 12 months and demonstrated it can maintain and expand its subscriber base, even as declines in DNA kit sales led to decreases in subscriber additions from cross-selling. Although we expect that portion of the subscriber additions during the pandemic were one-off and will begin to drop, DNA kit sale declines have moderated. We believe there are risks to net subscriber growth in 2021 as competition from entertainment alternatives increases but do not expect subscriber churn to be elevated. "The Ancestry.com genealogy product is highly discretionary and requires investments in new content to keep customers engaged. The company spent aggressively on content to build out its genealogy database. But the pace of content acquisition has moderated, and we expect content spending to remain flat at roughly 2% of revenue over the next 12 to 24 months. Although this spending reduces FOCF, more content provides an incentive for subscribers to continue using the service and provides the foundation for Ancestry to launch new services in more countries. While the ability to acquire new content is a risk, we recognize that the company's collection of genealogy records bolsters its intellectual property and presents a significant barrier to entry for competitors. "The stable outlook reflects our expectations that Ancestry will exhibit steady operating performance with low-double-digit percentage growth in subscription revenues, modestly improving EBITDA margins and FOCF to debt in the high-single-digit area over the next 12 months. Leverage will likely increase and remain elevated above 7x in 2021 before declining toward the mid-6x area in 2022." S&P could lower the rating over the next year if it expects the company's FOCF to debt to decline below 5% and its leverage to be sustained over 7.5x. This could occur if: -- The company's subscription revenue growth stalls. -- Cost-cutting efforts are insufficient to maintain an EBITDA margin of above 30%. -- If DNA kit sales return to a state of decline or the company is unable to maintain a cross-sell percentage in the mid-teens percentage range. Although unlikely, an upgrade could occur if the company broadens its diversity of operations and commits to a less aggressive financial policy. This would require: -- Consistent FOCF to debt of over 10%. -- A commitment that any future re-leveraging activity will be limited with leverage sustained below 6x. ARONOWITZ DELAWARE 2: Taps Bennett Guthrie as Legal Counsel ----------------------------------------------------------- Aronowitz Delaware 2 Family Limited Partnership seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Bennett Guthrie, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor as to its rights, duties and powers under the Bankruptcy Code; b. advising the Debtor as to the ability and means by which its assets could be leased, sold or refinanced to generate cash for the payment of claims; c. advising the Debtor as to any other matter relevant to the case or to the formulation of a Chapter 11 plan; d. assisting the Debtor in the operation of its real estate management; e. assisting the Debtor in the preparation and filing of statements of financial affairs, bankruptcy schedules, reports, disclosure statements, plans and other documents; f. representing the Debtor at hearings, meetings of creditors, conferences, trials and other court proceedings; g. communicating with creditors on any proposed Chapter 11 plan and on matters of general interest; and h. performing other necessary legal services. The firm's hourly rates are as follows: Joshua H. Bennett $275 per hour Erik M. Harvey $275 per hour Elizabeth F. Lawson $200 per hour Dalene Kennedy $125 per hour The Debtor paid Bennett Guthrie the amount of $4,850 and will reimburse the firm for out-of-pocket expenses incurred. Joshua Bennett, Esq., a partner at Bennett Guthrie, 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: Joshua H. Bennett, Esq. Bennett Guthrie PLLC 1560 Westbrook Plaza Dr. Winston-Salem, NC 27103 Tel: (336) 765-3121 Fax: (336) 765-8622 About Aronowitz Delaware 2 Family Banner Elk, N.C.-based Aronowitz Delaware 2 Family LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 21-50464) on July 21, 2021. At the time of the filing, the Debtor disclosed total assets of $1,800,000 and total liabilities of $1,140,050. Judge Benjamin A. Kahn oversees the case. Joshua H. Bennett, Esq., at Bennett Guthrie, PLLC, serves as the Debtor's legal counsel. ASHLAND LLC: S&P Rates New $450MM Senior Unsecured Notes 'BB+' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery ratings to Ashland Global Holdings Inc.'s subsidiary's, Ashland LLC's proposed $450 million senior unsecured notes due 2031. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. S&P said, "We expect the company to use the notes proceeds primarily to repay its existing 4.750% senior notes due 2022. We based the rating on preliminary terms and conditions. "Our 'BB+' issuer credit rating, stable outlook, and existing 'BB+' senior unsecured and subordinated issue-level ratings are unchanged." ASSISTED LIVING: S&P Lowers 2017 A-B Bond Ratings to 'CCC+ (sf)' ---------------------------------------------------------------- S&P Global Ratings lowered its long-term ratings to 'CCC+ (sf)' from 'B- (sf)' on Public Finance Authority, Wis.' series 2017A senior and 2017B subordinate multifamily housing revenue bonds. The bonds were issued on behalf of the borrower, Parkway Villa LLC, an affiliate of Assisted Living Foundation of America (ALFA), for the Parkway Villa Apartments Project. The outlook is negative. "The negative outlook reflects our view of the project's operational and financial performance trends," said S&P Global Ratings credit analyst Joanie Monaghan. An obligation is rated 'CCC+' when the obligor is currently vulnerable and is dependent upon favorable business, financial, and economic conditions to meet its financial commitments. The obligor's financial commitments appear to be unsustainable in the long term, although may not face a near term (within 12 months) credit or payment crisis. Should the project continue to perform at the level in which it did in fiscal 2019 and 2020, the project, in S&P's view, will be unlikely to make full and timely debt service payment on the bonds from project cash flows or funds held in the trust throughout the life of the bonds. The series 2017A and subordinate series 2017B multifamily housing revenue bonds (the bonds) were issued in the par amounts of $2,485,000 and $185,000, respectively for a total issuance of $2,670,000. The bonds were issued pursuant to and secured by a trust indenture dated April 1, 2017. The bonds are secured, pursuant to the loan agreement (dated April 1, 2017), by a first-lien mortgage, which includes a pledge of project revenues and assignment of the trust estate. Proceeds of the bonds were loaned to the borrower, Parkway Villa Apartments LLC, a Kentucky non-profit limited liability company whose sole member is Assisted Living Foundation of America (ALFA), to finance the cost of the acquisition, renovation, furnishing, and equipping of an existing 48-unit multifamily residential rental housing development known as Parkway Villa Apartments in Leitchfield, Kentucky. Proceeds were also used to fund separate debt service reserve fund (DSRF) accounts for the bonds, sized at six-months maximum annual debt service, and to pay certain costs of issuance of the bonds. AVERY SALON: Seeks to Hire Heidi McLeod as Bankruptcy Counsel ------------------------------------------------------------- B. Avery Salon & Barbershop, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Heidi McLeod Law Office, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising and consulting with the Debtor as to its powers and duties in the continued operation of its business and management of its properties during bankruptcy; (b) taking actions as may be necessary to preserve and protect the Debtor's assets including, if required by the facts and circumstances, the prosecution of adversary proceedings and other actions on the Debtor's behalf, the defense of actions commenced against the Debtor, negotiations concerning litigations in which the Debtor is involved, the filing of objections to disputed claims filed against the Debtor's estate, and estimation of claims against the estate; (c) preparing legal documents; and (d) assisting the Debtor in the development, negotiation and confirmation of a plan of reorganization and the preparation of a disclosure statement. The firm's hourly rates are as follows: Heidi McLeod $350 per hour Associate $225 per hour Legal Assistant $125 per hour Heidi McLeod, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Heidi McLeod, Esq. Heidi McLeod Law Office, PLLC 3355 Cherry Ridge, Ste. 214 Tel: (210) 853-0092 Fax: (210) 853-0129 Email: heidimcleodlaw@gmail.com About B. Avery Salon B. Avery Salon & Barbershop, LLC filed a Chapter 11 petition (Bankr. W.D. Texas Case No. 21-50924) on July 28, 2021. At the time of the filing, the Debtor listed as much as $50,000 in assets and as much as $500,000 in liabilities. Benjamin Avery Pineda, owner, signed the petition. Judge Ronald B. King oversees the case. Heidi McLeod Law Office, PLLC serves as the Debtor's legal counsel. BALROG ACQUISITION: S&P Assigns 'B-' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to new parent company Balrog Acquisition Inc. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the first-lien term and its 'CCC' issue-level rating and '6' recovery rating to the second-lien term loan. The '3'recovery rating indicates S&P's expectations for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. Its ratings are based on the preliminary terms of the transaction and subject to our receipt and review of final documentation. Financial sponsor Clearlake Capital is acquiring U.S.-based distributer and manufacturer of bakery ingredients BMark Topco Inc. (doing business as BakeMark) from its current owner, Pamplona Capital Management. The stable outlook reflects S&P's expectation that BakeMark will continue to improve its operating performance as its retail and wholesale businesses recover and it wins new national accounts, which will lead its leverage to improve to about 8x (closer to 7x when excluding the preferred shares) and enable it to generate more than $20 million of free operating cash flow (FOCF) over the next 12-18 months. BakeMark's debt leverage is high and its financial-sponsor ownership will likely preclude any substantial debt reduction. Clearlake Capital Group will be the majority owner of the company following this transaction. S&P said, "The sponsor is investing common equity and raising payment-in-kind (PIK) preferred shares from outside investors. Given the terms of the preferred shares, we view them as having minimal equity content and treat them as 100% debt. Therefore, we estimate BakeMark's pro forma 2021 debt leverage will be about 9x (8x without the preferred equity). We view this level of leverage as very high and expect the company will pay down its debt with excess cash to reduce its leverage to the 8x area (closer to 7x excluding the preferred shares) by the end of fiscal year 2022. However, we believe BakeMark's leverage may remain elevated because the company will likely pursue acquisitions to expand its scale and distribution and manufacturing capabilities or issue a dividend in the future." The company has good profit margins for a distributor with stable free cash flow generation. BakeMark's reported sales decreased high-single digits year over year in 2020 and its S&P adjusted EBITDA declined low-single digits due to the global COVID-19 pandemic-related shutdowns, including in its key channels (wholesale and food service). The company's revenue rebounded by almost low-double digits year over year in the first quarter ended March 31, 2021, due to strong demand in its retail channel--which includes donut shops and specialty bake shops (its largest sales channel)--and a recovery in its food service and wholesale demand. Given that economies are reopening and food service traffic is picking up, S&P expects BakeMark to report a stronger recovery for the remainder of the year. This, coupled with the company's acquisitions of Falcon Distribution (South Florida region) and Sidco Foods (New York City area) that have expanded its market presence in key regions and provided it with new national account, will cause its revenue to rise by more than 20% year over year in 2021. BakeMark's EBITDA margin is higher than those of its distributor peers. The company's relatively higher margins reflect that a portion of its products are derived from its branded manufacturing business. S&P said, "We believe BakeMark's margins are also fairly stable given its ability to pass-through increases in its commodity prices by raising the selling prices of its products. The company's top commodities include sugar and wheat and it currently has pass-through pricing arrangements in place for both its street (local mom and pop retail stores) and national accounts. BakeMark has generated good FOCF because of its relatively good margins, modest working capital use, and low capital expenditure (capex). In 2021 and 2022, we expect the company to generate over $20 million of FOCF as its working capital remains a modest use of cash and its capex declines to $8 million in 2021 (from $16 million in 2020) and to maintenance levels of about $4 million in 2022. Over the next few years, we expect BakeMark will use some of its excess cash flow to reduce its debt, which will moderate its high leverage." BakeMark has scale, good market share in a niche segment, and a manufacturing network with research and development (R&D) capabilities that support its higher margins. The company has market share of approximately 10%-15% in the North American bakery ingredients specialty distribution market through its well-recognized business to business (B2B) brands such as Westco, Trigal Dorado, Best Brands, BakeSense, BakeQwik, C'est Vivant, and Sprinkelina. Since 2018, BakeMark has significantly expanded its manufacturing capabilities, capacity, and distribution reach through its acquisitions of facilities in Elyria, Ohio and Spartanburg, S.C., as well as its purchases of Falcon Distribution in Miami and Sidco Foods in New York City. The company currently operates five manufacturing facilities and 29 distribution facilities across North America. Its sites are located in the U.S. and span across the west coast, Midwest, the south, and the east coast. It also has four Canadian facilities. This extensive network provides BakeMark with a competitive advantage due to its proximity to its customer locations, which leads to lower transportation costs and provides it with the ability to service large-scale orders. Its average capacity utilization of about 60% suggests it has room for additional expansion. BakeMark also has R&D centers staffed with teams of food scientists and bakers that help it expand its branded product capabilities. These value-added services differentiate it from its competitors and have helped it achieve higher margins than those at larger, broader-focused foodservice companies, such as The Chef's Warehouse, Sysco Corp., US Foods Inc., and Performance Food Group Inc. The company has a narrow product focus in specialty bakery ingredients, albeit with good customer and channel diversity. BakeMark's portfolio includes various bakery ingredient offerings, like bakery mixes, filling, icing, glazes, and flour, along with value-added services such as customized solutions for wholesale customer and Hispanic bakery expertise. However, the company's portfolio mix is still concentrated in a niche subset of the broader distribution and branded packaged food sectors. It sells its products through multiple channels, such as retail, in-store bakery, wholesale, foodservice operators, and exports. BakeMark's customer base includes both street accounts (such as local independent bakeries) and national accounts (such as coffeehouses and donut chains). While local independent bakeries accounted for the vast majority its sales in 2020, no single customer accounted for more than 5%. The company has long-standing relationships with its customers averaging 15+ years in length. S&P said, "Furthermore, given the size of these customers, we believe BakeMark has some negotiating power. Still, we view the potential that its customers will choose another supplier or change their recipes or offerings as a key credit risk." S&P said, "The stable outlook on BakeMark reflects our expectation that it will continue to improve its operating performance as its retail and wholesale businesses recover and it wins new national accounts, which will lead its leverage to improve to about 8x (closer to 7x when excluding the preferred shares) the end of fiscal 2022 and enable it to generate over $20 million of FOCF. "We could lower our ratings on BakeMark if its capital structure becomes unsustainable. This could occur if profit deteriorates for the remainder of fiscal year 2021 and the recovery in its profitability is much slower than we expect in fiscal year 2022 such that it sustains high leverage at or above pro forma levels and EBITDA cash interest coverage is near or below 1.5x." The potential deterioration in BakeMark's performance or increase in its leverage could occur due to: -- The loss of large key customers due to service issues or market share losses; -- An unexpected resurgence of the pandemic due to vaccine-resistant variants, delayed vaccine rollouts, or because the vaccines are proven to be less effective than expected; or -- More aggressive financial policies, including large debt-financed acquisitions or dividends. S&P could raise its ratings on BakeMark if it reduces, and sustains its leverage well below 7x. This could occur if: -- It continues to increase its revenue by at least the low-double-digit percent area on new customer wins while sustaining EBITDA margins of more than 7%; -- The company applies most of its excess cash flow toward debt reduction over the next few years; and -- It demonstrates conservative financial policies by refraining from large debt-financed dividends or acquisitions. BARETTA INC: Seeks to Hire Herren Dare & Streett as Co-Counsel -------------------------------------------------------------- Baretta, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Herren Dare & Streett to serve as co-counsel with Ledbetter Law Firm, LLC in its Chapter 11 case. The firm's services include: a. providing the Debtor with legal advice with respect to its powers and duties in the bankruptcy proceedings; b. preparing adversary proceedings and legal papers; c. assisting the Debtor in effectuating a plan of reorganization; d. assisting the Debtor in overseeing the continued operation of its business and management of its property; e. assisting the Debtor with landlord-tenant issues; f. advising the Debtor with respect to the possible subordination of claims; and g. providing other necessary legal services. The firm will be paid at the rate of $300 per hour and reimbursed for out-of-pocket expenses incurred. David Dare, Esq., a partner at Herren Dare & Streett, 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: David M. Dare, Esq. Herren Dare & Streett 439 S Kirkwood Road, Suite 204 Kirkwood, MO 63122 Tel: (314) 965-3373 Fax: 314-965-2225 About Baretta Inc. Baretta, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 21-40914) on March 15, 2021. At the time of the filing, the Debtor had between $500,001 and $1 million in assets and between $100,001 and $500,000 in liabilities. Judge Bonnie L. Clair oversees the case. Ledbetter Law Firm, LLC and Herren Dare & Streett serve as the Debtor's legal counsel. BATH & BODY: S&P Ups ICR to BB on Separation from Victoria's Secret ------------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Columbus, Ohio-based Bath & Body Works Inc. (BBWI) to 'BB' from 'BB-'. S&P sid, "We also raised our issue level ratings on the senior unsecured notes with subsidiary guarantees to 'BB' from 'BB-', and the rating on the unsecured notes without subsidiary guarantees to 'B+' from 'B'. The recovery ratings of '4' and '6' are unchanged. "The positive outlook reflects the possibility that we could raise the ratings further if we expect BBWI will sustain operating momentum accelerated by the pandemic through the next one to two years, leading leverage sustained in the low-2x area. This would lead us to believe that BBWI is maintaining market share gains and is positioned for long-term growth through varied economic cycles." BBWI, previously L Brands Inc., completed its spin-off of Victoria's Secret & Co. (VS), which is now an independent, publicly traded company. The upgrade reflects BBWI's solid performance, with consistent sales growth, high profitability, and expanding digital presence. BBWI has established a consistent track record of generating positive comparable store and digital growth while maintaining strong profitability, reflecting solid execution of its merchandising, marketing, and digital strategies. As a result, revenue has grown about 80% and operating profit has more than doubled since fiscal year 2015. Strengths in product innovation and new product speed to market have allowed BBWI to respond rapidly to changes in consumer preferences and remain competitive in a highly fragmented industry that has low barriers to entry. BBWI has had marked success in its home fragrance and soaps and sanitizers categories, where the company is a market leader and captures about 20% market share (according to data provided by the company). BBWI has also been proactive in refreshing its real estate; it has converted about half of its stores to the more productive White Barn store format. About half of the remaining store footprint is slated to be converted in the next two to four years. S&P said, "Digital sales have expanded to about 30% of fiscal 2020 sales, though we expect they will settle in the low- to mid-20% range for fiscals 2021 and 2022. We view the company's omnichannel offering as important to meeting the evolving consumer desire to shop across various channels. Continued investments in the channel, including the implementation of "buy online, pick up in store" at some retail locations should lead to capabilities on par with peers in the near term. Tests are also underway to accelerate shipping speeds by fulfilling orders from store locations rather than centralized distribution centers. With more than 80% of its product sourced from within the U.S., BBW is somewhat insulated from current headwinds disrupting retail supply chains, including increased freight costs from global shipping container shortages and port congestion. Significant uncertainty remains surrounding the company's ability to retain customers gained during the pandemic, which could lead to volatility in operating performance over the next 12 months. S&P said, "We continue to view consumer demand for nondurable goods (including bath, beauty, and fragrance products) as broadly elevated across the retail industry, with the speed and magnitude of normalization in the near term remaining unclear. U.S. personal consumption expenditure for nondurable goods expanded 14%-17% for March through June in 2021 compared to 2019, while the same period in 2019 expanded 7%-9% from 2018, according to data from the U.S. Bureau of Economic Analysis. We believe that BBWI has benefited directly from increased demand, in part driving sales and profitability expansion in the first half of 2021. During the pandemic, BBWI gained new customers as they sought out affordable luxuries and other products to improve their homes." BBWI may be able to retain a significant portion of these customers, given its competitive customer value proposition. Success in doing so will contribute directly to growth of sales and reported EBITDA beyond fiscal 2020 levels, which expanded 20% and more than 40% in the year, respectively. S&P said, "BBWI's updated financial policy supports our upgraded rating, in our view. As part of the company's stated goal to maintain leverage in the mid-2x area, management also announced BBWI would pay down about $500 million of debt following the Victoria's Secret (VS) separation. Management also outlined a continuation of the annual dividend of $0.60 per share (about $125 million per year) and implemented a new $1.5 billion share repurchase program. As a result, we forecast leverage of about 2x, driven by EBITDA expansion over the past 18 months and modest debt paydown. We believe that BBWI could utilize excess cash on hand to fund shareholder remuneration, while leaving a sizable cash cushion (we estimate around $1 billion) on the balance sheet to absorb unexpected liquidity requirements and support seasonal working capital requirements. "BBWI's calculation of leverage aligns closely with our adjusted leverage. However, we net nearly all of our forecast balance sheet cash against debt. Given this difference, our forecast leverage of about 2x over the next several years is slightly lower than the company's mid-2x target. BBWI's conservative financial policy provides it with meaningful rating headroom to absorb potential performance volatility that could occur in the near term. This could include a decline in demand for its products from greatly elevated levels through the pandemic." The spin-off of VS insulates BBWI from legacy issues and turnaround risk, but it also reduces overall scale and diversification. VS' performance over the past several years has been a drag on the company's consolidated results, though VS' sales and profitability have begun to recover recently on turnaround initiatives. S&P believes that the VS spin-off insulates BBWI from potential execution risks associated with VS' turnaround plans and legacy reputational issues, and it views this insulation as a modest credit positive. However, the separation reduces BBWI's overall scale, brand, and product diversification. VS accounted for about 45% of consolidated sales and 35% of total company-operated stores for L Brands in 2020. Despite operational challenges, it remained a leader in the intimate apparel category. The loss of VS leaves BBWI with an undiversified and highly discretionary product offering in the bath, fragrance, and beauty segments. This increases the potential negative effects of exogenous events, which could include a financial recession during which consumers pull back on discretionary spending. Risks from reduced diversity and scale are heightened by significant mall exposure and minimal geographic diversification outside of the U.S. BBWI generated about 35% of fiscal 2020 sales from mall locations. While the company has reduced mall exposure in the past five years to 53% of locations from 61%, long-term headwinds of declining mall traffic are an anticipated hindrance to store performance, particularly at lower-quality locations. About half of BBWI's mall locations are in lower-quality C or D class malls. S&P anticipates further efforts to shift the real estate footprint to off-mall sites, but it expects the company's mall exposure to remain significant over the medium term. Furthermore, BBWI has limited international geographic diversification. For the year ending January 30, 2020 revenue represented just 3% of total revenue. Management has highlighted international expansion as an important strategic opportunity for the company, and it aims to further develop the international franchise base. S&P anticipates expansion in the medium to long term that will provide geographic revenue and profit diversity for the company. As a result of BBWI's limited product and geographic diversity, the highly discretionary nature of products sold, and significant exposure to malls, S&P applies a negative comparable rating analysis modifier. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety S&P said, "The positive outlook reflects the possibility that we could raise our rating on BBWI if the company sustains highly positive operating momentum and retains a significant portion of the customers it gained in the past 12 months. If this were to occur, our view of BBWI's competitive position would improve and we could expect BBWI to exhibit lower levels of volatility through economic cycles despite a narrow focus on sales of highly discretionary products." S&P could raise the rating if: -- BBWI retains and expands sales and EBITDA beyond elevated levels achieved during the pandemic in a normalized operating environment. This would demonstrate an ability to retain consumers and drive sales through varied economic cycles, raising S&P's confidence in the company's long-term stability and growth prospects. Under this scenario, S&P would view BBWI's business position more favorably. -- BBWI demonstrates commitment to maintaining the newly defined financial policy and executing on its operational initiatives as a stand-alone entity following the separation from VS. S&P said, "We could revise the outlook to stable if BBWI experiences a contraction in revenues or EBITDA relative to our base case as consumer demand from the pandemic declines, which indicates a weaker level of customer retention. This would lead us to believe BBWI will experience potentially greater volatility through economic cycles and be more susceptible to competitive threats in the near to medium term. We would also anticipate flat to declining sales trends in fiscal 2022 and EBITDA generation below our base case." This would lead to S&P Global Ratings-adjusted leverage in the mid-2x area. BIOXXEL LLC: Disclosures OK'd, Sept. 1 Confirmation Hearing Set --------------------------------------------------------------- Judge Theodor Albert of the U.S. Bankruptcy Court for the Central District of California approved the Disclosure Statement explaining the Liquidating Chapter 11 Plan of Reorganization of BioXXel, LLC. The Debtor may solicit votes with respect to the Plan. Completed ballots voting to accept or reject the Plan must be received by the Debtor's counsel no later than August 24, 2021 at 5 p.m., Pacific Time. The hearing to consider confirmation of the Plan, as well as a continued status conference will be held on September 1, 2021 at 10 a.m., Pacific Time. Objections to the Plan must be filed and served not later than August 26 at 5 p.m., Pacific Time. On or before August 27, 2021, the Debtor shall file with the Bankruptcy Court, and serve on parties objecting to the Plan (a) a brief in support of confirmation of the Plan; (b) a tally of the ballots received with respect to the Plan; (c) any declarations and other evidence that Debtor offers in support of confirmation of the Plan; and (d) any reply to any objection to the confirmation of the Plan. A copy of the order is available for free at https://bit.ly/3jjLORc from PacerMonitor.com. Counsel for BioXXel, LLC: Matthew W. Grimshaw, Esq. David A. Wood, Esq. Laila Masud, Esq. Marshack Hays LLP 870 Roosevelt Irvine, CA 92620 Telephone: 949-333-7777 Facsimile: 949-333-7778 E-mail: grimshaw@marshackhays.com dwood@marshackhays.com lmasud@marshackhays.com About BioXXel, LLC BioXXel, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10256) on February 2, 2021. In the petition signed by Josh Teeple, chief restructuring officer, the Debtor disclosed up to $50 million in both assets and liabilities. BioXXel, LLC is a Single Asset Real Estate company. The Debtor is owned by Bioxxel Investment Holding Inc. and Pharmaxx, Inc. Both BIHI and Pharmaxx are owned by Mr. Phoung Nguyen, who owns and operates four of the tenants at the Debtor's industrial building in California. The tenants are Pharmaxx, International Pharmaceutical Distribution Co. Ltd., ExxelUSA, Inc. and Pharmaxx Medical Inc. Judge Theodor Albert oversees the case. David A. Wood, Esq. at Marshack Hays LLP represents the Debtor as counsel. Joshua Teeple of Grobstein Teeple LLP acts as the Debtor's chief restructuring officer. The CRO has retained Onyx Asset Advisors, LLC to market and sell the Debtor's property. Secured creditor BREF1 30590 Cochise LLC is represented by Jennifer R. Tullius, Esq., at Tullius Law Group. BOY SCOUTS OF AMERICA: Guam Committee Says Plan Facially Defective ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in the chapter 11 bankruptcy case of the Archbishop of Agana (Bankr. D. Guam 19 00010) (the "Guam Committee") objects to the Amended Disclosure Statement for the Fourth Amended Chapter 11 Plan of Reorganization of Boy Scouts of America and Delaware BSA, LLC. The Guam Committee's constituency is comprised primarily of Survivors of clergy sexual abuse. Those Survivors are creditors of the bankruptcy estate of the Archbishop of Agana, a corporation sole (the "Archdiocese"). The assets of the Archdiocese should be preserved for the payment of its creditors. The BSA plan, as currently proposed, purports to dispense of property and rights that repose in the Archdiocese's estate. The Guam Committee claims that the disclosure statement does not make clear that such property and rights are subject to the automatic bankruptcy stay in place in the Archdiocese's case, and neither the BSA plan nor the related disclosure statement make clear how the BSA or its insurers intend to resolve that prohibitive legal issue. The Guam Committee asserts that the BSA plan is thus facially defective and the related disclosure statement should not be approved as containing adequate information within the meaning of section 1125 of the Bankruptcy Code. Attorneys for the Official Committee of Unsecured Creditors in the chapter 11 case of the Archbishop of Agana (Bankr. D. Guam 19-00010): HILLER LAW, LLC Adam Hiller 1500 North French Street Wilmington, Delaware 19801 Tel: (302) 442-7677 E-mail: ahiller@adamhillerlaw.com - and - Robert T. Kugler Edwin H. Caldie STINSON LLP 50 South Sixth Street, Suite 2600 Minneapolis, MN 55402 Tel: (612) 335-1500 E-mail: robert.kugler@stinson.com ed.caldie@stinson.com 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. BUCKINGHAM SENIOR: One More Creditor Appointed to Committee ----------------------------------------------------------- The U.S. Trustee for Region 7 on Aug. 3 appointed Joe Redden, Jr., representative for the Estate of Katherine Louise Redden, as new member of the official committee of unsecured creditors in the Chapter 11 case of Buckingham Senior Living Community, Inc. Meanwhile, Kendall Charles Montgomery, the representative for the Estate of Charles Hunter Montgomery, resigned as committee member. As of August 3, the members of the committee are: 1. Robert P. Larkins 8580 Woodway Drive, Apt. 8611 Houston, TX 77063 Phone: (713) 416-7676 E-mail: rplarkins2@aol.com 2. David Mast, as representative of Mildred Mast 3654 Holboro Drive Los Angeles, CA 90027 Phone: (213) 308-2647 E-mail: dmast7@mac.com 3. Gayle Quisenberry 8580 Woodway Drive, Apt. 8608 Houston, TX 77063 Phone: (713) 446-7628 E-mail: gaylequisenberry@sbcglobal.net 4. Martin Raymond 8580 Woodway Drive, Apt. 8802 Houston, TX 77063 Phone: (832) 362-7086 E-mail: msraymond001@comcast.net 5. Estate of Katherine Louise Redden c/o Joe W. Redden, Jr. 1335 Vine Cliff Heights Colorado Springs, Colorado 80921 E-mail: jredden@beckredden.com 6. Estate of Maxine Woelfel c/o Randy Woelfel 36 Camino Quien Sabe Santa Fe, NM 87505 Phone: (410) 920-9290 E-mail: rgwoelfel@yahoo.com 7. Estate of Sharon Yapp c/o Carolyn Yapp 3314 Albans Road Houston, TX 77005 Phone: (713) 922-6336 E-mail: yapp123@gmail.com About Buckingham Senior Living Community The Buckingham Senior Living Community, Inc., a Houston-based continuing care retirement community (CCRC), filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-32155) on June 25, 2021. Michael Wyse, chair of the board, signed the petition. At the time of the filing, the Debtor disclosed between $100 million and $500 million in both assets and liabilities. The case is handled by Judge Marvin Isgur. The Debtor tapped McGuireWoods LLP as its lead bankruptcy counsel, replacing Thompson & Knight, LLP. B. Riley Advisory Services and Thompson & Knight, LLP serve as the Debtor's financial advisor and special counsel, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on July 12, 2021. The committee is represented by Hunton Andrews Kurth, LLP. CA HOME BUYERS: Agrees to Case Dismissal ---------------------------------------- Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California approved the stipulation between CA Home Buyers 247, LLC and the U.S. Trustee for Region 16, Peter Anderson, to dismiss the Debtor's case with a one-year bar to refiling in any chapter. The Debtor and the U.S. Trustee have entered into the stipulation to resolve the U.S. Trustee's motion to convert, dismiss, or appoint a Chapter 11 Trustee on account of the Debtor's delinquencies in U.S. Trustee compliance, including failure to file Monthly Operating Reports. Accordingly, the Debtor's case is dismissed. A hearing set for September 1, 2021 is vacated. About CA Home Buyers 247, LLC CA Home Buyers 247, LLC is the owner of fee simple title to a property located at 944 Randall Ranch Rd, in Corona, California having a current value of $1.2 million. The Company filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 21-10817) on February 1, 2021. In the petition, signed by Edward Lamotte, manager, the Debtor reported $1,200,000 in total assets and zero liabilities. Judge Ernest M. Robles is assigned to the case. Abbasi Law Corporation serves as counsel for the Debtor. Judge Robles, on July 30, 2021, dismissed the Debtor's case with a one-year bar to refilling, pursuant to a stipulation between the Debtor and the U.S. Trustee. CCMW LLC: Bankruptcy Administrator Unable to Appoint Committee -------------------------------------------------------------- The U.S. Bankruptcy Administrator for the Middle District of North Carolina on Aug. 3 disclosed in a filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of CCMW, LLC. 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. CCMW LLC: May Use Cash Collateral Through August 10 --------------------------------------------------- Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized CCMW LLC to use cash collateral, on an interim basis pursuant to the budget, through the earliest of: * the entry of a final order authorizing the use of cash collateral; * the entry of a further interim order authorizing the use of cash collateral; * August 10, 2021; * the entry of an order denying or modifying the use of cash collateral; or * the occurrence of a Termination Event. The Debtor is only authorized to use cash collateral for the actual and necessary expenses of operating the Debtor's business and maintaining the cash collateral pursuant to the budget. To the extent of the diminution in value of the cash collateral, secured creditors First National Bank of Pennsylvania (FNB) and The Davenport Living Trust (DLT) are granted a post-petition replacement lien in the Debtor's post-petition property of the same kind which secured the interest of the Secured Parties pre-petition, with such liens having the same validity, priority, and enforceability as the Secured Parties had against the same kind of collateral as of the Petition Date. The security interests and liens granted to the Secured Parties (i) are in addition to all security interests, liens and rights of set-off existing in favor of the Secured Parties on the Petition Date, if any; and (ii) shall secure the payment of the indebtedness owing to the Secured Parties in an amount equal to the aggregate cash collateral used by the Debtor. As further adequate protection, the Secured Parties are granted an allowed super-priority administrative expense claim pursuant to Sections 503(b) and 507(a)(2) of the Bankruptcy Code to the extent of any diminution in value of the Secured Parties' interest in prepetition collateral. The Secured Parties' super-priority claim shall have priority over all administrative expense claims and unsecured claims against the Debtor or its estate. FNB asserts that it is owed $700,000 on account of a promissory note and Deed of Trust recorded on March 25, 2014. The promissory note and Deed of Trust is secured by a first priority lien on the Debtor's real property consisting of a 24-condo unit located at 1822-1832 North Elm Street, in Greensboro, North Carolina. The DLT asserts it is owed $300,000 on account of a promissory note and Deed of Trust recorded on March 27, 2014, secured by a second priority lien on the real property. The Court further ruled that upon the occurrence of a Termination Event which is not timely cured, the Debtor must pay all expenses of operation incurred in their normal course of business up through the time of the termination of Debtor's right to use cash collateral, in compliance with the budget, subordinate to a carve out for such expenses, including all fees pursuant to 28 U.S.C. Section 1930. A copy of the order is available for free at https://bit.ly/2TONXM0 from PacerMonitor.com. A further hearing on the Cash Collateral Motion and any related objections and responses will be held on August 10, 2021 at 9:30 a.m. in Courtroom 1, Second Floor, 101 South Edgeworth Street, Greensboro, North Carolina. 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. CENSO LLC: Seeks to Hire Christopher Burke as Special Counsel ------------------------------------------------------------- Censo LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire The Law Office of Christopher P. Burke to represent it in connection with its appeal (BAP Appeal No. 21-1125). The firm's hourly rates are as follows: Attorneys $595 per hour Paraprofessionals $125 per hour The Debtor paid $15,000 to the law firm as a retainer fee. Christopher Burke, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christopher P. Burke, Esq. Law Office of Christopher P. Burke 218 S. Maryland Pkwy. Las Vegas, Nevada 89101 Tel.: (702) 385-7987 Email: atty@cburke.lvcoxmail.com About Censo LLC Las Vegas-based Censo LLC filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19-16636) on Oct. 11, 2019. In the petition signed by Melani Schulte, manager, the Debtor listed as much as $1 million in assets and as much as $10 million in liabilities. Judge Mike K. Nakagawa oversees the case. The Law Office of Corey B. Beck, P.C. is the Debtor's bankruptcy counsel while The Law Office of Christopher P. Burke serves as the special counsel. CENTURY COMMUNITIES: S&P Rates New $400MM Sr. Unsec. Notes 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level and '3' recovery ratings to Century Communities Inc.'s proposed $400 million senior unsecured notes due 2029. The '3' recovery rating indicates its expectation of meaningful (50%-70%, rounded estimate: 60%) recovery in the event of payment default. S&P expects the company will use the proceeds from the issuance to redeem its $400 million of outstanding 5.875% senior unsecured notes that mature in 2025. CERTA DOSE: Seeks to Use Cash Collateral ---------------------------------------- Certa Dose, Inc. asks the U.S. Bankruptcy Court for the Southern District of New York for authority to use cash collateral in accordance with the budget and provide related relief. The Court has scheduled a telephonic hearing on the matter for August 3, 2021 at 10 a.m. The Court has previously entered two interim orders granting the relief requested by the Debtor that reflect comments and requests for changes that were posited by the Office of the U.S. Trustee, the U.S. Small Business Administration, Dr. Caleb Hernandez, the inventor, Pacific Western Bank, and COPIC Insurance Company. The SBA holds a first lien on all of the Debtor's assets. Hernandez, the Company's founder, holds a second lien on all of the Debtor's assets. PWB holds a limited lien on a collateral account that secures a small credit card debt of approximately $2,500. No other creditor asserts a claim in the Debtor's cash collateral. As of the Petition Date, the Debtor was indebted to Hernandez, pursuant to the Settlement Agreement dated November 1, 2020 between the Inventor and Debtor regarding the Debtor's key intellectual property assets. The amount of the liens secured by the Inventor Settlement Agreement is $77,000,000. The Debtor is also indebted to the SBA for an Economic Injury Disaster Loan it obtained in June 2020 in the amount of $150,000. To ensure that the SBA's interest in the cash collateral is protected, the Debtor proposes that the SBA be provided a replacement lien for the use of the funds. The proposed Order provides that, as adequate protection for the Debtor's use of the SBA's collateral, and to protect the SBA from a diminution in its collateral, the Debtor grants the SBA replacement liens in all of the Debtor's post-petition assets and proceeds, including the cash collateral and the proceeds of the foregoing, to the extent that the SBA had a valid security interest in the assets on the Petition Date. In addition, the proposed order also permits the Debtor to make adequate protection payments to the SBA pursuant to the terms of the Loan in the amount of $731. The Debtor's budget is relatively modest and provides for payment of the Debtor's basic operating expenses, such as payroll, manufacturing costs, storage, rent, materials, and the software the Debtor utilizes to operate its business. The Debtor seeks the Court's permission to utilize the funds on hand to satisfy it operating expenses so that it can continue to conduct its business. During the period from August 3, 2021, through August 17, 2021, the estimated amount of expenses to be incurred by the Debtor is $25,556.75. A copy of the motion and the Debtor's proposed interim budget is available at https://bit.ly/3C6CiJH from PacerMonitor.com. About Certa Dose, Inc. Certa Dose Inc. develops, sells and licenses pharmaceutical products and technology. Its principal business is developing, selling and licensing its pharmaceutical products and technology. The Company was designated as an innovation company by Johnson & Johnson and has received a grant and mentor ship from J & J. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 21-11045) on May 30, 2021. In the petition signed by Caleb S. Hernandez, president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Norma Ortiz, Esq., at Ortis & Ortiz, LLP is the Debtor's counsel. CLEVELAND-CUYAHOGA COUNTY PORT: S&P Rates 2021A TIF Bonds 'BB' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB' long-term rating to the Cleveland-Cuyahoga County Port Authority, Ohio's senior series 2021A tax increment financing (TIF) revenue and refunding bonds issued on behalf of the City of Cleveland-Flats East Bank Development Project. The preliminary par amount on the 2021A bonds is $25.43 million. The outlook is stable. Proceeds from the 2021A senior bonds and accompanying 2021B subordinate bonds (unrated) will refinance the bonds outstanding secured by service payments/TIF revenue on Phase One and Two parcels, make current past-due balances associated with several governmental loans affiliated with the project, and pay down a portion of other governmental obligations associated with the project. "The rating reflects our view of the development and TIF area's concentration in a single, privately held and unrated developer," said S&P Global Ratings credit analyst Randy Layman. S&P said, "The stable outlook reflects our view of the project's success to date and the likelihood that its financial prospects will improve as the economy continues to recover, supporting the strong debt service coverage on the 2021A senior bonds. "We view the development's concentration in commercial office space as an emerging social risk given that the pandemic has forced many to shift to working from home. Remote working trends have seemingly exacerbated these trends amid the pandemic. Many firms nationally are strategically reconsidering their office footprints, which creates some lease renewal risk for commercial office space. We also view the ongoing effects of the pandemic as a social-related risk to demand for services within the project area, negatively affecting occupancy at the development's hotel parcel, in particular." CONNOR FOREST: May Use Cash Collateral Through August 31 -------------------------------------------------------- Judge G. Michael Halfenger of the U.S. Bankruptcy Court for the Eastern District of Wisconsin approved the stipulation entered into between Connor Forest Management, on the one hand, and Compeer Financial, PCA, and Compeer Financial, FLCA on the other hand; and the stipulation between the Debtor and Laona State Bank, both allowing the Debtor to use cash collateral through August 31, 2021. A copy of the order is available for free at https://bit.ly/3C0Cn1r from PacerMonitor.com. The final evidentiary hearing on use of cash collateral scheduled for July 30 is adjourned to August 30, 2021, at 11 a.m. by videoconference. Objections must be filed and served on or before August 20. About Connor Forest Management Laona, Wisc.-based Connor Forest Management LLC is a privately held company in the timber business. It also offers other services such as trucking, land clearing, logging services, excavation and firewood delivery. Connor Forest Management filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 21-23637) on June 25, 2021. Robert Connor, owner, signed the petition. In the petition, the Debtor disclosed total assets of $2,212,324 and total liabilities of $4,373,227. Judge Katherine M. Perhach oversees the case. George B. Goyke, Esq., at Goyke & Tillisch, LLP, serves as the Debtor's legal counsel. CYTODYN INC: Questions Validity of Director Nominations ------------------------------------------------------- CytoDyn Inc. reported that the director nominations submitted by an activist group led by Paul Rosenbaum and Bruce Patterson were invalid. The Rosenbaum/Patterson Group attempted to nominate five director candidates to take over control of the Company's six-member Board of Directors. CytoDyn said, "Like most public companies, CytoDyn's bylaws include a standard "advance notice bylaw" for the protection of the Company's shareholders, which requires certain disclosures by nominating shareholders and their nominees in order to provide all shareholders with the necessary transparency to be able to make informed voting decisions. The nomination notice letter of the Rosenbaum/Patterson Group failed to do so. The Notice Letter not only failed to comply with CytoDyn's bylaws, it contained over 50 significant deficiencies. These significant deficiencies demonstrate a disregard for the rights of the Rosenbaum/Patterson Group's fellow shareholders and a lack of understanding of the corporate governance measures in place to safeguard those rights." The Company cited the following examples: * CytoDyn's advance notice bylaw requires that all nominees complete a standard director questionnaire - the same questionnaire that is completed by the Company's own, current directors and executive officers. While the Company is still in the process of investigating the questionnaire responses of the nominees of the Rosenbaum/Patterson Group, preliminary findings identified dozens of misstatements. Most notably, their questionnaire responses include numerous false statements relating to past or current affiliations with certain entities, preventing the Board and shareholders from evaluating potential conflicts of interest. * The Notice Letter fails to note that nominee Bruce Patterson, CEO of IncellDx, Inc., was formerly a consultant to the Company, who in May 2020 proposed that CytoDyn acquire IncellDx for as much as $350 million in cash and stock. CytoDyn rejected IncellDx's proposal, but the Notice Letter does not disclose Patterson's bid or describe the millions of dollars that would have been received personally by Patterson, his family or others in the Rosenbaum/Patterson Group, nor does it explain the group's future intentions regarding the Company and IncellDx. * The Notice Letter fails to accurately disclose all members of the Rosenbaum/Patterson Group and its funding. For example, the full group includes two former directors of the Company - Richard Pestell and Anthony Caracciolo. Mr. Pestell was terminated for cause from his employment position; and both have since instituted litigation against the Company. The Notice Letter also fails to disclose the existence of a newly created entity controlled by Mr. Rosenbaum, which will be funding the campaign, let alone the identities of the other investors in that entity. * The Notice Letter falsely states that Dr. Patterson has not acquired or sold shares of the Company's stock within the past two years. In fact, Dr. Patterson received Company stock options on October 7, 2019, and December 19, 2019, and exercised an option covering 100,000 shares on February 5, 2020. The Company added, "This litany of false statements and omissions – of which the above is merely a subset - is highly concerning and raises serious questions about the Rosenbaum/Patterson Group's motives, funding and conflicts of interest. "The Rosenbaum/Patterson Group delivered its notice to the Company on July 1, 2021, the final day before the deadline for such notices under CytoDyn's bylaws. The nomination deadline had been publicly announced for ten months, since it was disclosed in last year's proxy statement filed with the SEC on September 1, 2020. It is important to treat all CytoDyn shareholders fairly and equally while still abiding by the Company's bylaws, with the same rules and deadlines applying to all shareholders. As their nomination notice failed to comply with the bylaw requirements prior to the deadline for all CytoDyn shareholders, the Rosenbaum/Patterson Group no longer has the right to nominate any director candidates for election at the 2021 Annual Meeting. As a result, the Rosenbaum/Patterson Group's director nominations will be disregarded, and no proxies or votes in favor of their nominees will be recognized or tabulated at the 2021 Annual Meeting." CytoDyn remains open to engaging constructively with all its shareholders and values their input. The Nominating and Corporate Governance Committee of the Board continuously evaluates the composition of the Board to ensure it has the optimal mix of experience, expertise, and perspectives to represent the best interests of all shareholders. The Board will present its director candidates for the 2021 annual meeting of shareholders, which has been scheduled to be held on October 28, 2021, in its definitive proxy materials to be filed with the SEC in due course. The Company looks forward to continuing to focus on bringing its believed-to-be lifesaving treatment leronlimab to market. About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a late-stage biotechnology company focused on the clinical development and potential commercialization of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection, with the potential for multiple therapeutic indications. Cytodyn reported a net loss of $154.67 million for the year ended May 31, 2021, compared to a net loss of $124.40 million for the year ended May 31, 2020. As of May 31, 2021, the Company had $132.08 million in total assets, $153.10 million in total liabilities, and a total stockholder's deficit of $21.02 million. Birmingham, Alabama-based Warren Averett, LLC, the Company's auditor since 2007, issued a "going concern" qualification in its report dated July 30, 2021, citing that the Company incurred a net loss of approximately $154,674,000 for the year ended May 31, 2021 and has an accumulated deficit of approximately $511,294,000 through May 31, 2021, which raises substantial doubt about its ability to continue as a going concern. DEER CREEK: Unsecured Creditors Will Get 10% of Claims ------------------------------------------------------ Deer Creek Diner, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Disclosure Statement to accompany Chapter 11 Plan dated August 2, 2021. The Debtor operates as an eat in diner in Russellton, PA. The Debtor fell behind on taxes to the Pennsylvania Department of Revenue and the Internal Revenue Service and was unable to catch up on those obligations, in part, due to the COVID-19 pandemic and the impact that it had on the restaurant business. The Chapter 11 proceeding has given the Debtor the ability to weather the storm and put together this feasible reorganization Plan. Class 1 consists of Administrative Claims. Class 1 creditors will be paid in full upon Plan Confirmation. Legal fees to Debtor's Counsel may be paid pursuant to agreement between the Debtor and Debtor's counsel. Class 1 is not impaired by the Plan. Class 2 consists of Secured Tax Claims. Class 2 claims will be paid in full at interest over a period of sixty months. Class 2 is not impaired by the Plan. Class 3 consists of Priority Unsecured Claims. Class 3 claims will be paid in full at interest over a period of sixty months. Class 3 is not impaired by the Plan. Class 4 consists of the Claim of First Commonwealth Bank. Class 4 claim was a PPP Loan that was forgiven during the Chapter 11 case and no money is due on that claim. Class 4 is not impaired by the Plan. Class 4 is the general unsecured claim of First Commonwealth Bank in the amount of $7,000.00. No claim was filed by the Class 4 creditor and the amount due and owing is pursuant to the Debtor's bankruptcy schedules. The general unsecured claim of First Commonwealth Bank is a PPP Loan obtained by the Debtor pursuant to the CARES Act. During the pendency of the Chapter 11 proceeding the PPP Loan due and owing to First National Bank was forgiven and no further money is due to First Commonwealth Bank in connection with this loan. Class 5 consists of General Unsecured Creditors. The General Unsecured Creditors of the Debtor will receive approximately 10% of their Allowed Claims pursuant to the Plan. Class 5 is impaired by the Plan. Class 6 consists of Equity Security Holders. The equity security holders will not change as result of the Plan and Leslie A. Rhodes will continue to own 100% of the Debtor. Class 6 is not impaired by the Plan. Under the Plan, Priority Unsecured Creditors will get paid 100% of their allowed claims and General Unsecured Creditors will receive 10% of their allowed claims. In a liquidation, Priority Unsecured Creditors and General Unsecured Creditors would get absolutely nothing. All Plan payments will be made from the ongoing revenue of the Debtor's business from normal business operations. A full-text copy of the Disclosure Statement dated August 2, 2021, is available at https://bit.ly/3xnkLtg from PacerMonitor.com at no charge. Debtor's Counsel: Christopher M. Frye Steidl and Steinberg, P. C. Suite 2830 – Gulf Tower 707 Grant Street Pittsburgh, PA 15219 412-491-3130 chris.frye@steidl-steinberg.com About Deer Creek Diner Deer Creek Diner, LLC, a restaurant company based in Russellton, Pa., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-23252) on Nov. 18, 2020. The petition was signed by Leslie A. Rhodes, a managing member. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Thomas P. Agresti oversees the case. Steidl & Steinberg is Debtor's legal counsel. DGJ PREMIER: Seeks to Hire Michael Ostroff as Bankruptcy Counsel ---------------------------------------------------------------- DGJ Premier Group One, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to hire Michael Ostroff, Esq., of Montero Law Group, LLC, to serve as legal counsel in its Chapter 11 case. Mr. Ostroff will be paid at an hourly rate of $350. Mr. Ostroff disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael A. Ostroff, Esq. Montero Law Group, LLC 1738 Elton Road, Suite 105 Silver Spring, MD 20903 Tel.: (301) 588-8100 Email: mostroff@monterolawgroup.com About DGJ Premier DGJ Premier Group One, LLC filed a Chapter 11 petition (Bankr. D. D.C. Case No. 21-00201) on July 28, 2021. At the time of the filing, the Debtor had between $500,000 and $1 million in both assets and liabilities. Santos M. Landaverde, managing member, signed the petition. Judge Elizabeth L. Gunn oversees the case. Michael A. Ostroff, Esq., of Montero Law Group, LLC serves as the Debtor's legal counsel. DURRANI M.D.: Plan Payments to be Funded by Future Income --------------------------------------------------------- Durrani, M.D. & Associates, P.A. and Omar Hayat Durrani, M.D. submitted an Amended Disclosure Statement describing Plan of Reorganization dated August 1, 2021. Allowed Secured Claims are claims secured by property of the Debtors' bankruptcy estate (or that are subject to set-off) to the extent allowed as secured claims under § 506 of the Code. If the value of the collateral or setoffs securing the creditor's claim is less than the amount of the creditor's allowed claim the deficiency will be classified as a general unsecured claim. The following chart lists all classes containing Debtors' secured pre petition claims and their proposed treatment under the Plan: * First United Bank & Trust – This creditor is owed $551,266.47 for a home loan on 2015 Ivy Crest Ct., Houston, Texas 77077. The forbearance ends in August 2021. Dr. Durrani is intending to negotiate for a lower mortgage payment, or to sell the home. If it is sold, the equity will be paid to the general unsecured creditors. * Harris County, et al - This creditor is owed a secured claim in the amount of $27,347.95 and court costs of $797.00 regarding the home at 2015 Ivy Crest Ct., Houston, Texas 77077. It will be paid in full the amount it is owed pursuant to the requirements of the United States Bankruptcy Code or in 60 months if this creditor agrees. This creditor shall retain all liens it currently holds, whether for pre-petition tax years or for the current tax year, on any real property of the Debtors until it receives payment in full of all taxes and interest owed to it under the provisions of this Plan, and its lien position shall not be diminished or primed by any Exit Financing approved by the Court in conjunction with the confirmation of this Plan. The plan payment will be approximately $720.00. * Harris County M.U.D. #355 – This creditor is owed a secured claim in the amount of $481.60 regarding the home at 2015 Ivy Crest Ct., Houston, Texas 77077. It will be paid in full the amount it is owed pursuant to the requirements of the United States Bankruptcy Code or in 60 months if this creditor agrees. This creditor shall retain all liens it currently holds, whether for prepetition tax years or for the current tax year, on any real property of the Debtors until it receives payment in full of all taxes and interest owed to it under the provisions of this Plan, and its lien position shall not be diminished or primed by any Exit Financing approved by the Court in conjunction with the confirmation of this Plan. Because of the size of this claim, the Debtors will pay $481.60 in full on the Effective Date of the Plan. * Lakes of Parkway Homeowners Association, Inc. – This creditor is owed $2,872.50 for homeowner's association dues regarding the home at 2015 Ivy Crest Ct., Houston, Texas 77077. It will be paid in full the amount it is owed pursuant to the requirements of the United States Bankruptcy Code or in 60 months if this creditor agrees. This creditor shall retain all liens it currently holds, whether for pre-petition tax years or for the current tax year, on any real property of the Debtors until it receives payment in full of all taxes and interest owed to it under the provisions of this Plan, and its lien position shall not be diminished or primed by any Exit Financing approved by the Court in conjunction with the confirmation of this Plan. The payment will be approximately $76.00. * American Honda Finance Corporation – Dr. Durrani has a lease contract on a 2020 Honda Pilot SUV for 36 months beginning on May 23, 2020 in the amount of $534.40 per month. He is currently making monthly payments on this lease and will continue making monthly payments through the end of the lease. Dr. Durrani will turn the vehicle in at the end of the lease. * Bank of America, N.A. – This creditor is owed on a condominium loan in the amount of $129,704.56 regarding 2400 McCue Road #203, Houston, Texas 77056. Dr. Durrani is attempting to sell the condo for the benefit of the general unsecured creditors. Any equity realized from the sale will be paid pro rata to all general unsecured creditors. Dr. Durrani believes there is $100,000 in equity. * Harris County, et al – This creditor's claim is $8,770.52 for the business personal property taxes. It will be paid in full the amount it is owed pursuant to the requirements of the United States Bankruptcy Code or in 60 months if this creditor agrees. This creditor shall retain all liens it currently holds, whether for pre-petition tax years or for the current tax year, on any personal property of the Debtors until it receives payment in full of all taxes and interest owed to it under the provisions of this Plan, and its lien position shall not be diminished or primed by any Exit Financing approved by the Court in conjunction with the confirmation of this Plan. The payment will be approximately $231.00. * City of Houston – This creditor is owed $6,965.82 for business personal property taxes. It will be paid in full the amount it is owed pursuant to the requirements of the United States Bankruptcy Code or in 60 months if this creditor agrees. This creditor shall retain all liens it currently holds, whether for pre-petition tax years or for the current tax year, on any personal property of the Debtors until it receives payment in full of all taxes and interest owed to it under the provisions of this Plan, and its lien position shall not be diminished or primed by any Exit Financing approved by the Court in conjunction with the confirmation of this Plan. The payment will be approximately $183.00. * Alief Independent School District - This creditor is owed $16,788.57 for business personal property taxes. It will be paid in full the amount it is owed pursuant to the requirements of the United States Bankruptcy Code or in 60 months if this creditor agrees. This creditor shall retain all liens it currently holds, whether for pre-petition tax years or for the current tax year, on any personal property of the Debtors until it receives payment in full of all taxes and interest owed to it under the provisions of this Plan, and its lien position shall not be diminished or primed by any Exit Financing approved by the Court in conjunction with the confirmation of this Plan. The payment will be approximately $442.00. * Balboa Capital Corporation – This creditor is owed a secured claim in the amount of $9,556.60 for the purchase of an Eclipse eVIVE and HC Success System. This creditor will be paid in full plus 4% interest at the rate of $176.00 monthly for 60 months. This creditor will retain its UCC lien rights against the equipment, but once it is paid in full, Balboa Capital Corporation will release its UCC lien. General unsecured claims are not secured by property of the estate and are not entitled to priority under § 507(a) of the Code. The total general unsecured claims are approximately $900,000.00. The allowed general unsecured creditors will be paid their pro rata share of the equity from the sale of the condominium, and the investment dividends per month for 60 months beginning on the 15th day of the first month following the 60th day after the effective date of the plan. This Plan of Reorganization will be funded by the Reorganized Debtor through future income earned from the practice of medicine. A full-text copy of the Disclosure Statement dated August 1, 2021, is available at https://bit.ly/3fnX7qg 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. Visit https://www.durranimd.com for more information. 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. DURRANI M.D.: Taps City Group Properties as Real Estate Broker -------------------------------------------------------------- Durrani, M.D., & Associates, P.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire City Group Properties as real estate broker. The Debtor requires the services of a real estate broker to sell its property located at 2400 McCue Road, Harris County, Texas. City Group Properties will get a 6 percent commission on the total sale price. Tanya Maces, a real estate broker at City Group Properties, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tanya Maces City Group Properties 4801 Woodway Dr., Suite 300E Houston, TX 77056 Tel: (713) 364-6873 Email: tanya@citygrouphouston.com About Durrani, M.D. & Associates Durrani, M.D., & Associates, P.A. -- https://www.durranimd.com -- offers comprehensive treatment for disorders of the kidneys, bladder and male reproductive system as well as a focus on male and female sexual health. Durrani, M.D., & Associates filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-35543) on Nov. 13, 2020. The case is jointly administered with that of Omar H. Durrani, M.D., president of Durrani, M.D., & Associates. Judge Christopher M. Lopez oversees the cases. At the time of the filing, Durrani, M.D., & Associates had between $100,000 and $500,000 in assets and between $1 million and $10 million in liabilities. Durrani, M.D., & Associates and Mr. Durrani are both represented by the Law Office of Margaret M. McClure. The Debtor tapped John F. Coggin, CPA, as CPA. EASTERDAY RANCHES: Unsecureds' Recovery "TBD" in Liquidating Plan ----------------------------------------------------------------- Easterday Ranches, Inc. and Easterday Farms filed with the U.S. Bankruptcy Court for the Eastern District of Washington a Disclosure Statement for the Joint Chapter 11 Plan of Liquidation dated August 2, 2021. In the Chapter 11 Cases, the Plan contemplates an orderly liquidation of the remaining assets of both Debtors and the distribution of available assets to Creditors through the mechanism of two separate Liquidation Trusts – one for the Ranches Estate and one for the Farms Estate. On June 17, 2021, in accordance with the Bidding Procedures, the Debtors conducted the Auction virtually via videoconference with the participation of 5 Qualified Bidders. At the conclusion of the Auction, the Debtors declared FRI as the Successful Bidder for the Assets, with the highest and otherwise best bid of $209 million. In addition, at the conclusion of the Auction, the Debtors declared 100C, LLC as the Backup Bidder for the Assets with a bid of $208 million. As part of the sale agreement, FRI also agreed, as a post-closing matter, that following the closing of the sale, and entry of a Final Order confirming a plan consistent with the Sale Order, FRI will deposit $5 million in a segregated account of the Debtors to satisfy administrative expenses incurred by the Debtors' estates in connection with and relating to the preparation, confirmation and consummation of such plan. Net Sale Proceeds of approximately $103,435,988 have been placed in escrow pending a resolution of the allocation of such Net Sale Proceeds among the owners of the Sale Properties. While the key stakeholders have engaged in negotiations to consensually determine the allocation, no resolution has been reached. The following is a general overview of certain material terms of the Plan: * The Debtors and other stakeholders in the case have not been able to reach an agreement concerning an allocation of the Net Sale Proceeds. The Net Sale Proceeds will remain in escrow pending an allocation determination. Upon the Effective Date of the Plan, the rights and interests of each of the Debtors in the Net Sale Proceeds in the Escrow Account shall be assigned to the respective Liquidation Trusts and the Liquidation Trustees shall be responsible for pursuing a determination of the allocation of the Net Sale Proceeds. * All Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed DIP Claims, Allowed Other Secured Claims, and Allowed Priority Claims will be paid or otherwise satisfied in full as required by the Bankruptcy Code, unless otherwise agreed to by the Holders of such Claims and the applicable Liquidation Trustee. * The Liquidation Trusts will be created to (a) pursue each Liquidation Trust's interests in the Net Sale Proceeds in the Escrow Account; (b) pursue the applicable Liquidation Trust Actions for the benefit of all applicable Liquidation Trust Beneficiaries, (c) reconcile Claims against the applicable Debtor, and (d) pay Distributions. Specifically, each Liquidation Trust shall pay Liquidation Trust Expenses from the applicable Liquidation Trust Assets and make Distributions to the applicable Liquidation Trust Beneficiaries from the Net Distributable Assets. * Each Liquidation Trust will be automatically vested with all of the applicable Debtors' and the Estates' respective rights, title, and interest in and to all Liquidation Trust Assets. Class 8 consists of all Farms General Unsecured Claims. Class 8 is Impaired under the Plan. Each Holder of an Allowed General Unsecured Claim against Farms shall receive, as the sole distribution or dividend by Farms or its Estate under the Plan on account of such Allowed General Unsecured Claim, a Pro Rata share of the Farms Liquidation Trust Interests in the Farms Liquidation Trust. Class 9 consists of all Ranches General Unsecured Claims. Class 9 is Impaired under the Plan. Each Holder of an Allowed General Unsecured Claim against Ranches shall receive, as the sole distribution or dividend by Ranches or its Estate under the Plan on account of such Allowed General Unsecured Claim, a Pro Rata share of the Ranches Liquidation Trust Interests in the Ranches Liquidation Trust. Class 10 consists of all Equity Interests. Class 10 is Impaired under the Plan. As of the Effective Date, all Equity Interests shall be deemed void, cancelled, and of no further force and effect. On and after the Effective Date, Holders of Equity Interests shall not be entitled to, and shall not receive or retain any property or interest in property under the Plan on account of such Equity Interests. The Debtors estimate that (i) Holders of Allowed General Unsecured Claims in the Farms Chapter 11 Cases should recover approximately [TO BE DETERMINED] of the total amount of their Allowed Claims; and (ii) Holders of Allowed General Unsecured Claims in Ranches should recover approximately [TO BE DETERMINED] of the total amount of their Allowed Claims. The Plan will be implemented by various acts and transactions as set forth in the Plan, including, among other things, the establishment of the Liquidation Trusts, the appointment of the Liquidation Trustees, and the making of Distributions by the Liquidation Trusts in accordance with the Plan. The Liquidation Trusts will be created to maximize the value of the Liquidation Trust Assets and pursue the Liquidation Trust Actions for the benefit of the respective Liquidation Trust Beneficiaries. A full-text copy of the Disclosure Statement dated August 2, 2021, is available at https://bit.ly/3A97ZjJ from PacerMonitor.com at no charge. Attorneys for Debtors: Thomas A. Buford, Esq. Bush Kornfeld LLP 601 Union St., Suite 5000 Seattle, WA 98101 Tel: 206-292-2110 / 206-521-3855 Fax: 206-292-2104 Email: tbuford@bskd.com -and- Richard Pachulski, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067-4003 Tel: 310-277-6910 Fax: 310-201-0760 Email: rpachulski@pszjlaw.com 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. ELI & ALI: Wins Cash Collateral Access Thru Aug 20 -------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York has authorized Eli & Ali, LLC to, among other things, use the cash collateral of Capital One, National Association, on an interim basis in accordance with the budget, with a 10% variance, through August 20, 2021, provided that the Debtor will not use or spend more than $825,000 in the aggregate. The Debtor said its need for continued Cash Collateral access is immediate and critical to enable it to administer the Chapter 11 case generally, continue operating its business in the normal course, and preserve the value of the estate for all stakeholders. As of the Petition Date, the Debtor and its affiliates were indebted to CONA in the approximate amount of (a) $561,223.95, plus (b) interest accrued and accruing at the applicable annual contract rate under the Prepetition Financing Documents, plus (c) costs, expenses, fees and other charges and other amounts that would constitute Indebtedness under the Prepetition Financing Documents, including, without limitation, on account of cash management, credit card, depository, investment, hedging and other banking or financial services secured by the Prepetition Financing Documents. The Debtor has acknowledged and stipulated that its cash on hand and cash equivalents constitute proceeds, products and profits of the Prepetition Collateral, and is cash collateral of the Prepetition Lender within the meaning of section 363(a) of the Bankruptcy Code. This, however, excludes the proceeds of the Paycheck Protection Program loan funded by TD Bank on February 22, 2021, in a principal balance of $100,000 as of the Petition Date. As adequate protection for the Debtor's use of cash collateral, the Prepetition Lender is granted solely to the extent of any diminution in value of the Prepetition Collateral, valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority postpetition security interests in and liens on all of the Debtor's rights in tangible and intangible assets, including, without limitation, the Prepetition Collateral and all other prepetition and postpetition property of the Debtor's estate and all proceeds, rents, and profits thereof, whether existing on or as of the Petition Date or thereafter acquired, that is not subject to (A) valid, perfected, non-avoidable and enforceable liens in existence on or as of the Petition Date or (B) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code. The Prepetition Lender will also receive (i) $750 per month, with the first payment due April 16, 2021, and commencing promptly after the entry of the First Interim Order such that each additional monthly payment will be made no later the seventh day of each of subsequent month, and (ii) all proceeds payable upon a sale or other disposition of Prepetition Collateral and/or Postpetition Collateral, net of funding required to make payments in accordance with the Budget and the payments will be applied by the Prepetition Lender as a permanent reduction of the Prepetition Debt in accordance with the Prepetition Financing Document. The Prepetition Liens and Adequate Protection Liens are all subordinate to a Carve-Out for: (a) any quarterly or other fees payable to the U.S. Trustee pursuant to, inter alia, 28 U.S.C. section 1930(a) or interest, if any, pursuant to 31 U.S.C. section 3717; (b) professional fees of, and costs and expenses incurred during the Budget period by, professionals or professional firms retained by the Debtor and allowed by the Court in an amount not to exceed the actual Allowed Professional Fees accrued and incurred by each such Case Professional through the date of the Termination Event, but in no event exceeding $50,000 in total for the Chapter 11 Case; and (c) any cost and fees of a chapter 7 trustee, should one be appointed if the Chapter 11 Cases are converted in an amount not to exceed the amount of $20,000. These events will constitute a "Termination Event": (a) Entry of an order by the Bankruptcy Court converting or dismissing the Chapter 11 Case; (b) Entry of an order by the Bankruptcy Court appointing a chapter 11 trustee in the Chapter 11 Case; (c) The failure of the Debtor to perform or comply in any material respect with any term or provision of the Interim Order, including without limitation the Budget; provided that any failure to perform or comply with obligations will be deemed material; (d) Entry of an order that stays, reverses, vacates, amends, or rescinds any of the terms of the Interim Order, or order approving the Interim Order, without the consent of the Prepetition Lender; (e) Financing on a pari passu basis with the liens or claims of the Prepetition Lender; (f) Subject to and effective only upon entry of a Final Order, the filing of a motion that seeks to obtain first priority financing that does not pay the Prepetition Lender in full on account of the Prepetition Debt and any postpetition indebtedness, unless the Prepetition Lender otherwise consents to the financing; (g) The Court enters an order authorizing the sale of all or substantially all assets of the Debtor that does not provide for the payment in full to the Prepetition Lender of their claims in cash upon the closing of the sale, unless otherwise agreed by the Prepetition Lender in its sole and absolute discretion; (h) The Court enters the Final Order without (i) providing for any of the specific waivers with respect to "marshaling," "equities of the case," and "surcharge" under section 506(c) of the Bankruptcy Code, or (ii) granting the Prepetition Lender's Adequate Protection Liens; (i) The Debtor ceases operations without the prior written consent of the Prepetition Lender, except to the extent contemplated by the Budget; (j) The entry of an order or judgment by the Court or any other court: (i) modifying, limiting, subordinating, or avoiding the priority of the obligations of the Debtor under the Interim Order, the obligations of the Debtor under the Prepetition Financing Documents, or the perfection, priority, validity or enforceability of the Prepetition Liens or the Adequate Protection Liens, (ii) imposing, surcharging, or assessing against the Prepetition Lender's claims, or the Prepetition Collateral, any costs or expenses, whether pursuant to section 506(c) of the Bankruptcy Code or otherwise, except as expressly contemplated under Paragraph 17 of the Interim Order, or (iii) impairing the Prepetition Lender's right to credit bid under Section 363(k) of the Bankruptcy Code; (k) The occurrence of a material adverse change, including without limitation any such occurrence resulting from the entry of any order of the Court, or otherwise in each case as determined by the Prepetition Lender in its sole and absolute discretion in: (1) the condition (financial or otherwise), operations, assets, business or business prospects of the Debtor; (2) the Debtor's ability to repay the Prepetition Lender; and/or (3) the value of the Collateral; and (l) Any material and/or intentional misrepresentation by the Debtor in the financial reporting or certifications to be provided by the Debtor to the Prepetition Lender under the Prepetition Financing Documents and/or the Interim Order. A copy of the Order is available for free at https://bit.ly/3rRn5HW from PacerMonitor.com. About Eli & Ali, LLC Eli & Ali, LLC is a merchant wholesaler of farm product raw materials. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-40920) on April 7, 2021. In the petition signed by Jeffrey Ornstein, managing member, the Debtor disclosed $270,150 in assets and $1,427,375 in liabilities. Judge Jil Mazer-Marino oversees the case. Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler & Goodman, LLP is the Debtor's counsel. Capital One, National Association, as Prepetition Lender, is represented by Troutman Pepper Hamilton Sanders LLP. ELLA JEAN WOODS: Gets OK to Hire Iron Horse Auction as Appraiser ---------------------------------------------------------------- Ella Jean Woods, D.D.S., P.A. received approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Iron Horse Auction Company, Inc. to appraise its personal property, which it used to operate its dental practice. The firm will be paid up to $5,000, which is due upon delivery of the final appraisal report. William Lilly, Jr., a partner at Iron Horse Auction Company, 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: William B. Lilly, Jr. Iron Horse Auction Co., Inc. 174 Airport Rd. Rockingham, NC 28379 Office: 800-997-2248 Fax: 910-895-1530 Email: will@ironhorseauction.com About Ella Jean Woods, D.D.S., P.A. Ella Jean Woods, D.D.S., P.A. operates a comprehensive dental care clinic in Chapel Hill, N.C. under the trade name Community Smiles. Ella Jean Woods filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 21-80032) on Jan. 29, 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 Benjamin A. Kahn oversees the case. James C. White, Esq., at J.C. White Law Group PLLC, serves as the Debtor's legal counsel. EVERYTHING BLOCKCHAIN: Appoints New COO, CTO -------------------------------------------- Everything Blockchain, Inc. has selected Toney Jennings as the Company's chief operating officer. In addition, the Company has appointed Brandon Hart as the chief technology officer, replacing Robert Adams, who will remain on the Board of Directors. Mr. Jennings will assume the responsibilities of chief operating officer immediately. Mr. Jennings will focus on Everything Blockchain's worldwide expansion of services and operations, along with the development and consolidation of the recent acquisitions, combining Blockchain protocols, Zero-Trust Network Access (ZTNA) solutions, and Internet of Things (IoT) products into Everything Blockchain's core product solution. With more than 30 employees and consultants management and oversight in operations has warranted an expansion of the Company's "C" level positions. The Company said, "Toney is a cybersecurity pioneer that has been leading teams in the cybersecurity and information technology fields for over 30 years. Prior to his involvement in developing of the world's first Zero Trust Data Platform, he was CEO of Encryptics, Inc which developed rights-managed data encryption and protection solutions. He was also Chairman of SignaCert, Inc., having purchased the IP and assets from Harris Corporation, SignaCert delivered comprehensive and affordable compliance verification and continuous monitoring solutions to both enterprise and government customers. One of his earlier successes was as a founder, CEO, and Chairman of WheelGroup Corporation, the creators of the first commercially available intrusion detection system, delivered through its successful sale to Cisco Systems. After the sale to CISCO (CSCO), Toney took his hard driving management style to road racing where he became an owner/driver with numerous wins and podium finishes both as an amateur and later as a professional in the Rolex Grand Am series. Toney's motto "go fast, go hard, or get out of my way" is contagious across his management team." Earlier in his career, Toney led teams at Trident Data Systems and as an officer at the Air Force Information Warfare Center (AFIWC), conducting penetration testing and vulnerability assessments of operational Department of Defense (DoD) networks. Brandon Hart will assume the duties as chief technology officer of Everything Blockchain. Robert Adams tendered his resignation as the Company's CTO on July 31, 2021. Mr. Adams will continue as a member of the Board of Directors. Mr. Hart is well groomed as a CTO and has more than 12 years filling the role of senior management in tech companies. His career began with Lucent Technologies where he was rapidly promoted through the ranks to become operations assistant to the Director of Operators for Worldwide Broadband Services. He has participated in the development and award of more than ten patents with a focus on data management and crypto key management. Brandon will spearhead the Company's development team of software engineers and assist Cedric Harris, the Company's chief research officer, in the design and development of our future products and innovative technologies. Michael Hawkins, Everything Blockchain's Chairman of the Board, stated, "We have put together a very powerful and influential senior management team of pioneers and industry trendsetters. I am confident with their leadership Everything Blockchain is destined to become a household common name. Our products and solutions for data security and process analysis will set a new standard in the industry." About Everything Blockchain Headquartered in Fleming Island, Florida, Everything Blockchain, Inc. (fka OBITX, Inc.) is a developer, engineer, and consultant in the industry of blockchain technologies. OBITX reported net loss of $49.30 million for the year ended Jan. 31, 2021, compared to a net loss of $188,192 for the ear ended Jan. 31, 2020. As of April 30, 2021, the Company had $3.93 million in total assets, $1.52 million in total liabilities, and $2.41 million in total stockholders' equity. Tel Aviv, Israel-based Weinstein International CPA, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 13, 2021, citing that as of Jan. 31, 2021, the Company suffered losses from operations in all years since inception and has a nominal working capital deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. FLOAT HORIZEN: Unsecureds Will Get $250 Per Month for 60 Months --------------------------------------------------------------- Float Horizen, LLC filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Disclosure Statement and Plan of Reorganization dated August 2, 2021. The Debtor managed its own affairs prior to the bankruptcy and will continue to manage its affairs after the bankruptcy. The Debtor is managed by Seth and Robin Ritter, who holds a 100% interest in the company. The Ritters handle the day to day operation of the business and is paid by the company, through owner draws, for full time work. This is a reorganization plan. In other words, the Proponent seeks to accomplish payments under the Plan by using Debtor's income. The Effective Date of the proposed Plan is 45 days after confirmation. Debtor's financial problems resulted from the large debt burden of a Small Business Administration loan. The payments were based on the revenue that was being generated when the clinic was doing twice as much business. As part of the proposed plan the SBA loan has been crammed down to accurately reflect the value of the collateral. This valuation creates a much lower monthly payment that fits the current business budget. Debtor has proposed a plan that is feasible based on its current income and expenses. Class 3-A consists of the secured claim of Pinnacle Bank. This claimant shall receive its contractual payment of $2,895.05 which shall bear interest at the contractual rate. The payments shall continue until this claim is paid in full. Class 4 consists of General unsecured claims. The Debtor shall pay $250.00 per month for a period of no less than 60 months. Creditors in this class shall receive their pro rata distribution under the plan and no less than 15% of the allowed amount of their claim. The Plan will be funded from income of the Debtor as a float spa. The Plan proposes to pay $1,500.00 each quarter. Debtor's financial projections demonstrate that Debtor will lose approximately $720.00 per month in net income after necessary operating expenses and post-confirmation taxes have been paid. While the last 5 months have shown an operating loss, the Debtor feels that the plan payments are feasible in light of the Covid-19 and stay at home orders being issued. The final Plan payment is expected to be paid in the Spring of 2025. Debtor shows a monthly net loss but the Debtor can overcome it. The Plan Proponent contends that Debtor's financial projections are feasible. A full-text copy of the Disclosure Statement dated August 2, 2021, is available at https://bit.ly/3lsshR6 from PacerMonitor.com at no charge. Counsel to the Debtor: STEVEN L. LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Phone: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Float Horizen, LLC Float Horizen, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case no. 20-04478) on Oct. 6, 2020. In the petition signed by Robin Ritter, chief manager. the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Judge Randal S. Mashburn oversees the case. Lefkovitz & Lefkovitz, PLLC, is the Debtor's counsel. Pinnacle Bank, as Lender, is represented by: Matthew R. Murphy, Esq. David M. Smythe, Esq. Smythe Huff & Hayden, PC 1222 16th Avenue South, Suite 301 Nashville, TN 37212 E-mail: mmurphy@smythehuff.com FLY LEASING: S&P Affirms 'BB-' ICR, Off CreditWatch Developing -------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer rating on aircraft lessor Fly Leasing Ltd. and removed all of its ratings on the company from CreditWatch, where S&P placed them with developing implications on April 1, 2021. S&P also affirmed its 'BB+' issue-level ratings on Fly Funding II S.a.r.l's and Fly Willow Funding Ltd.'s term loans. S&P said, "At the same time, we assigned our 'BB-' issue-level rating to the new $390.5 million 7% senior unsecured notes due 2024 (including the $290.5 million of exchanged notes and $100 million proposed add-on) and withdrew our rating on the existing 5.25% senior unsecured notes due 2024. "The negative outlook reflects the potential that continued weak demand for air travel could have a more severe effect on Fly's operations than we currently expect, especially because the company has significant exposures to regions where the demand for air travel remains severely depressed due to the COVID-19 pandemic. Although we view Carlyle Aviation as a financial sponsor and expect Fly's financial policy to become somewhat more aggressive, we anticipate the company will benefit from operating as part of Carlyle's larger fleet and gaining access to its sources of liquidity.On Aug. 2, 2021, Carlyle Aviation completed its acquisition of Fly for an equity valuation of about $520 million using funds from its fifth aviation fund, SASOF V. Carlyle Aviation is the commercial aviation investment and servicing arm of The Carlyle Group's global credit platform. It maintains a large aviation portfolio, including 324 aircraft owned, managed, or committed globally (including Fly's portfolio). Similar to our prior view of its association with BBAM, we expect Fly's competitive position to benefit from operating as part of a larger fleet. Additionally, under the new ownership structure, we believe Fly will benefit from having better access to Carlyle Aviation's sources of liquidity, given its full ownership (compared to BBAM's previous minority ownership). Carlyle Aviation has historically accessed the aircraft asset-backed securitization market to meet its financing needs. It also has access to equity through its SASOF funds and could potentially fund Fly's asset acquisitions or liquidity requirements with an equity infusion, if necessary. "However, we view Carlyle Aviation as a financial sponsor with a defined investment time horizon and return expectations. Therefore, we expect Fly to maintain a more aggressive financial policy under its new owner. We also expect Carlyle Aviation to be more focused on active fleet management (asset sales as well as potential aircraft purchases) to generate cash flow and anticipate it will issue shareholder dividends periodically when Fly's cash position supports it. Based on these expectations, we assess Fly's financial policy as FS-5 to reflect its ownership by a financial sponsor. "We expect Fly's earnings and cash flow to remain pressured in 2021 given the slow recovery in the global demand for air travel and the potential for continued pressure on its lease collections.The company's lease collections have been significantly depressed since March 2020 (Fly collected only 50% of its pre-deferral contracted rent in the first quarter of 2021 after receiving only 47% in the fourth quarter of 2020) due to its lease deferral agreements with many of its customers, as well as the non-accrual of rents, lease extensions, and restructurings at lower lease rates. While it's difficult to directly compare collections and deferrals across the aircraft leasing space, we believe Fly's collection rate is significantly weaker than those of most of its rated peers." Fly is somewhat less diversified than most other rated aircraft lessors given that its top five customers currently account for about 45% of its net book value. In addition, some of its larger customers have major operations in Southeast Asia, where the airlines have been more severely affected by the recent spike in COVID-19 cases, the limited level of government support, and--in some cases--their larger dependence on international travel. However, Fly benefits from its limited exposure to widebody passenger aircraft, which are less favorable in the current market environment because shorter-haul travel using narrowbody aircraft has been recovering at a faster rate than longer-haul international travel that typically employs widebody aircraft. As of March 31, 2021, narrowbody aircraft accounted for about 72% of Fly's fleet, widebodies accounted for 17%, and freighters accounted the remaining 11%. The company's narrowbody fleet mostly comprises Airbus A320 family of aircraft and Boeing's next generation 737 planes, which are widely used and liquid. "We forecast Fly's EBIT interest coverage will decline to less than 1.0x in 2021, from 1.6x in 2020, before improving to the low 1.0x area in 2022. We expect the company's funds from operations (FFO) to debt to remain in the high single digit percent area through 2022 (compared with 8.2% in 2020)." The negative outlook reflects the potential that the continued weak demand for air travel will have a more severe effect on Fly's operations than we currently expect, especially because the company has significant exposures to regions where the demand for air travel remains severely depressed due to the COVID-19 pandemic. S&P could lower its ratings on Fly over the next year if it expects its EBIT interest coverage to remain below 1.1x and its FFO to debt to decline to the 6% area on a sustained basis. This could occur if: -- The weakness in the demand for air travel has a more sustained and severe effect on the company's financial performance and liquidity than we currently expect; -- Carlyle's financial policies are more aggressive than we expect; or -- S&P anticipates the size of Fly's fleet (or other fleet characteristics) will decline significantly such that it weakens our assessment of the company's business risk. S&P said, "We could revise our outlook on Fly to stable if improving demand for air travel causes its EBIT interest coverage to increase well above 1.1x and its FFO to debt remains well in excess of 6% on a sustained basis. We would also need the company's sponsor to commit to maintaining these ratios before we would raise our rating." FORD STEEL LLC: Taps Cantrell & Cantrell as Special Counsel ----------------------------------------------------------- Ford Steel LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Cantrell & Cantrell, PLLC as special counsel. The Debtor needs the firm's legal assistance in connection with claim filed by the Department of Treasury - Internal Revenue Service. The firm's hourly rates are as follows: Attorneys $220 to $440 per hour Paralegals $160 per hour Cantrell & Cantrell will also be reimbursed for out-of-pocket expenses incurred. Derek Matta, Esq., a partner at Cantrell & Cantrell, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Derek Matta, Esq. Cantrell & Cantrell, PLLC 3700 Buffalo Speedway Suite 1000 Houston, TX 77098 Tel: (713) 333-0555 About Ford Steel LLC Porter, Texas-based Ford Steel, LLC -- http://www.fordsteelllc.com/--is in the business of steel product manufacturing. It fabricates for a wide variety of industries including the petrochemical industry, waste water treatment, transmission communication and broadcast towers, mining, and oil and gas industries. Ford Steel filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 20-34405) on Sept. 1, 2020. Herbert C. Jeffries, managing member, signed the petition. The Debtor had between $1 million and $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Cooper & Scully, PC as bankruptcy counsel. Muskat Mahony & Devine, LLP, Currin Wuest Mielke Paul & Knapp, PLLC, and Cantrell & Cantrell, PLLC serve as the Debtor's special counsel. First Financial Bank, Inc., as lender, is represented by West, Webb, Allbritton & Gentry, PC. GATEWAY KENSINGTON: May Use SNB Cash Collateral ----------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has authorized Gateway Kensington, LLC to use the cash collateral of Sterling National Bank on an interim basis and provide adequate protection. The Final Hearing on the matter is set for August 6, 2021 at 10 a.m. via Zoom for Government. Pending the Final Hearing, the terms of the Second Interim Order will remain in full force and effect except as modified by the Third Interim Order and the Debtor will be authorized to use Cash Collateral through the Final Hearing pursuant to the budget, with a 10% variance. To the extent that the terms of the Order conflict with the terms of any of the SNB Loan Documents, the terms of the Order will govern. A copy of the order is available for free at https://bit.ly/37dBgxd from PacerMonitor.com. About Gateway Kensington Gateway Kensington LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22274) on May 14, 2021. 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 Robert D. Drain presides over the case. Kirby Aisner & Curley LLP represents the Debtor as legal counsel. GATEWAY VENTURES: Hires ELP Real Estate as Broker ------------------------------------------------- The Gateway Ventures LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ ELP Real Estate Group LLC as real estate broker. The firm will market and sell the Debtor's real property in El Paso County, Texas. The firm will be paid a commission of 6% of the purchase price, or 6% of the base rents. Chris Duncan, a partner at ELP Real Estate Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Chris Duncan ELP Real Estate Group LLC dba REPcre 6006 N Mesa St Ste 1100 El Paso, TX 79912 Tel: (915) 422-2242 About The Gateway Ventures LLC The Gateway Ventures, LLC owns and is the developer of a 19+ tract of real property El Paso, El Paso County, Texas, commonly referred to as 6767 W. Gateway Blvd., El Paso, Texas 79925 and 1122 Airway Blvd., El Paso, TX 79925. The Gateway Ventures, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-30071) on Feb. 2, 2021, listing under $1 million in both assets and liabilities. Judge H. Christopher Mott oversees the case. Weycer, Kaplan, Pulaski & Zuber, PC, serves as the Debtor's counsel. GBG USA: Wins Interim OK on $16M DIP Term Loan ---------------------------------------------- GBG USA Inc. and its affiliated debtors asked the U.S. Bankruptcy Court for the Southern District of New York to authorize Debtor GBG USA to borrow up to $16 million under a limited recourse secured postpetition DIP financing facility from a syndicate of lenders and ReStore Capital, LLC, as administrative and collateral agent. Terms of the Limited Recourse DIP Facility * Borrower: GBG USA Inc. * Guarantors: Jimlar Corporation; Krasnow Enterprises Ltd.; and Krasnow Enterprises Inc. * DIP Agent: ReStore Capital, LLC * DIP Lenders: The lenders party thereto from time to time * DIP Facility: $16 million senior secured superpriority multi-draw term loan facility. * Maturity Date: The earliest of: (a) six months after the Petition Date; (b) the consummation of a sale of all or substantially all of the Collateral (other than Collateral described in the DIP Credit Agreement); (c) the date that is 35 days after the Petition Date if the Bankruptcy Court has not entered the Final DIP Order; and (d) the date on which the Obligations become due and payable pursuant to the DIP Credit Agreement, whether by acceleration or otherwise. * Interest Rates: Libor + 8.0% per annum, payable monthly in arrears * Default Rate of Interest: Interest equal to the applicable interest rate plus 2.0% per annum. * Fees and Expenses: a. Closing Fee: 4.0% earned, due and payable on the full DIP Facility commitment upon entry of the Interim DIP Order. b. Exit Fee: 4.50% of the full DIP Facility commitment earned in full upon the earliest of (i) the acceleration of the DIP Loans, (ii) the occurrence of the Maturity Date and (iii) the repayment in full of the DIP Loans. c. Expenses of DIP Agent and DIP Lenders: The Debtors shall pay the reasonable and documented out-of-pocket costs and expenses of the DIP Agent and DIP Lenders (including the reasonable and documented fees, out-of-pocket expenses and actual disbursements of outside counsel) as set forth in the DIP Credit Agreement and the DIP Orders. The proceeds of the DIP Facility shall be used by the Debtors to fund the cost of administering the chapter 11 cases and for general working capital, provided that such amounts shall only be funded by the DIP Lenders and allocated and spent by the Debtors in accordance with the Approved Budget. The Debtors also asked the Court to grant to the DIP Agent, for the benefit of itself and the other DIP Secured Parties, first priority senior and priming liens solely on the DIP Collateral and all proceeds thereof, and (y) to the DIP Secured Parties, superpriority administrative expense claims against the DIP Loan Parties having recourse solely to the DIP Collateral. Moreover, the Debtors also asked the Court to authorize the use of cash collateral. The Prepetition Secured Parties have agreed to permit the Debtors to use the Cash Collateral, and to finance the chapter 11 process if the Debtors could secure a stalking horse buyer and an appropriate floor for the anticipated auction. Consequently, the Debtors entered into a stalking horse purchase agreement with WH AQ Holdings LLC (as Purchaser) and Hilco Trading, LLC (as Guarantor) solely with respect to the properties, rights, interests and other assets primarily related to the global wholesale, e-commerce and retail footwear and accessories business operated under the Debtors' Aquatalia brand (the Aquatalia Assets or the DIP Collateral). The DIP Facility, coupled with the consensual use of Cash Collateral, should provide the Debtors with sufficient funding to implement their sale strategy in an orderly and value maximizing manner -- not only for the Aquatalia Assets, but also the Debtors' other fashion brands and assets that fall outside the stalking horse bid. As of the Petition Date, the Debtors have approximately $238.4 million in outstanding secured funded indebtedness, consisting of: (i) at least $126.5 million in aggregate principal amount outstanding under the Prepetition RCF (First Lien Debt); and (ii) approximately $108.3 million in aggregate principal amount outstanding under four separate second lien bilateral bank facilities with (i) Standard Chartered Bank, New York Bank (ii) Mizuho Banks, Ltd. Hong Kong Branch, (iii) Citibank, N.A. and (iv) HSBC Bank USA, National Association. The Debtors are also a party to a receivables factoring facility with CIT Bank. Adequate Protection A. For Prepetition First Lien Secured Parties The Debtors have agreed to provide the First Lien Secured Parties with the following adequate protection package to the extent of any Collateral Diminution of a First Lien Secured Party's interest in the Prepetition Collateral: (a) Senior liens on Prepetition Collateral and, subject to entry of the Final Cash Collateral Order, proceeds of Avoidance Actions, subject to (i) the Carve Out, (ii) the DIP Liens, (iii) valid, perfected and enforceable prepetition liens and security interests (if any) which are senior in priority to the First Lien Secured Parties' liens or security interests as of the Petition Date, and (iv) valid and unavoidable liens existing immediately prior to the Petition Date that are perfected after the Petition Date; (b) Junior liens on all property subject to (i) the Carve Out, (ii) the DIP Liens, (iii) valid, perfected and enforceable prepetition liens in existence immediately prior to the Petition Date, and (iv) valid and unavoidable liens existing immediately before the Petition Date that are perfected after the Petition Date; (c) Allowed superpriority administrative claims, which shall have recourse to all property of the Debtors, including, subject to entry of the Final DIP Order, proceeds of Avoidance Actions, subject only to (i) the Carve Out and (ii) any superpriority administrative expense claims granted under the DIP Orders which shall be payable solely from the DIP Collateral; (d) The Debtors will pay adequate protection payments of $1 million payable under the Prepetition RCF, including the fees and expenses of counsel, breakage costs and accrued fees owing to the First Lien Agent and the other First Lien Secured Parties; (e) The Debtors will pay reasonable and documented fees and expenses incurred by the First Lien Secured Parties; (f) The Debtors will comply with various reporting requirements set forth in the Cash Collateral Orders and the DIP Orders; and (g) Various information, consultation and consent rights with respect to the sale of the Aquatalia Business, Brand Management, European Wholesale Business and the Remaining Assets. B. For Prepetition Second Lien Secured Parties (a) Liens on the Collateral subject to: * the Carve Out; * the First Lien Adequate Protection Liens; * liens and security interests securing the First Lien Prepetition Indebtedness, subject to the Intercreditor Agreement; * the DIP Liens; * valid, perfected and enforceable prepetition liens and security interests which are senior in priority to the Second Lien Secured Parties' liens or security interests as of the Petition Date; and * valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date. (b) Allowed superpriority administrative claims, which shall have recourse to all property of the Debtors, including, subject to entry of the Final Cash Collateral Order, proceeds of Avoidance Actions, subject only to: * the Carve Out; * the First Lien Adequate Protection Liens; * the First Lien Adequate Protection Claims; * liens and security interests securing the First Lien Prepetition Indebtedness, subject to the Intercreditor Agreement; and * the DIP Claims. Carve-out The liens on and security interests in the DIP Collateral, First Lien Adequate Protection Liens, Second Lien Adequate Protection Liens, and the super priority administrative expense claims shall be subject to a Carve-out, which shall be comprised of the following: -- all fees required to be paid to the Clerk of the Court and to the United States Trustee, plus statutory interest, if any; plus -- reasonable fees and expenses up to $25,000 incurred by a trustee under Section 726(b) of the Bankruptcy Code; plus -- all allowed unpaid fees and expenses incurred by persons or firms retained by the Debtors or the Committee, if any, including any restructuring, sale, consummation, success or similar fees of any Estate Professional, at any time before the first business day following delivery by the First Lien Collateral Agent of a written notice stating that the Termination Date has occurred or a Termination Event has occurred; and plus -- Professional Fees and Expenses incurred after the first business day following delivery by the First Lien Collateral Agent of the Carve Out Notice in an aggregate amount not to exceed $1,000,000 for the Professionals, to the extent such fees and expenses are allowed by a Final Order of the Bankruptcy Court. Milestones The DIP Credit Agreement provides that the Loan Parties shall ensure the satisfaction of the following milestones, unless waived or extended: a. On the Petition Date, the Loan Parties shall have filed a motion with the Bankruptcy Court seeking approval of the Orders; b. On or before the date that is two calendar days after the Petition Date, the Loan Parties shall have filed the Bid Procedures Motion with the Court; c. On or before the date that is 35 calendar days after the Petition Date, the Court shall have entered the Bid Procedures Order; d. On or before the date that is 60 calendar days after the Petition Date, the Loan Parties shall have received a binding Qualified Bid that provides sufficient consideration to indefeasibly repay the Obligations in full in cash; e. On or before the date that is 70 calendar days after the Petition Date, the Court shall have entered an order approving the Approved Sale, which shall be in form and substance satisfactory to the DIP Agent and to the Required Prepetition First Lien Lenders as confirmed by the DIP Agent in writing; and f. On or before the date that is 70 calendar days after the Petition Date, the Borrower shall have consummated the sale of the DIP Collateral to the party determined to have made the Acceptable Bid in accordance with the Sale Order and that results in proceeds sufficient to repay the Obligations in full in cash. A copy of the motion is available for free at https://bit.ly/3C1HZbI from PacerMonitor.com. * * * Judge Michael E. Wiles, in separate orders, granted the Debtors' request. Judge Wiles granted GBG USA interim authority to incur term loans of up to $12 million in aggregate principal amount, in multiple draws as set forth in the DIP Credit Agreement, upon entry of the Interim DIP Order. The Debtors may use cash collateral during the period from the entry of the Interim Order through the Termination Date, solely according to the approved budget. A copy of the Interim DIP Order is available for free at https://bit.ly/37dNEgU from Prime Clerk, claims agent. A copy of the Interim Cash Collateral Order is available for free at https://bit.ly/2VdYIIh from Prime Clerk, claims agent. The final hearing will be held on August 31, 2021, at 2 p.m. (Eastern Time). Objections must be filed and served no later than 4 p.m. (Eastern Time) on August 26. Counsel for the Debtors: Rachel C. Strickland, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Telephone: 212-728-8000 Email: rstrickland@willkie.com Counsel for HSBC Bank USA, National Association, as First Lien Admin Agent, First Lien Collateral Agent and Second Lien Collateral Agent: Alan Gamza, Esq. Kent Kolbig, Esq. Moses & Singer LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174 Email: agamza@mosessinger.com kkolbig@mosessinger.com Counsel for the First Lien Lenders: Margot B. Schonholtz, Esq. Penelope J. Jensen, Esq. Christoper J. Hunker, Esq. Linklaters LLP 1290 Avenue of the Americas New York, NY 10104 Telephone: 212-903-9043 (Direct) Telephone: 212-903-9000 Facsimile: 212-903-9100 Email: margot.schonholtz@linklaters.com penelope.jensen@linklaters.com christoper.hunker@linklaters.com About Global Brands Group Holding Limited Global Brands Group Holding Limited (SEHK Stock Code: 787) is a 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. 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. Moses & Singer LLP serves as counsel for HSBC Bank USA, National Association, acting as the Debtors' Prepetition First Lien Admin Agent, Prepetition First Lien Collateral Agent and Prepetition Second Lien Collateral Agent. Linklaters LLP is counsel for the Debtors' Prepetition First Lien Lenders. GPS HOSPITALITY: S&P Affirms B- ICR on Refinancing, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating to U.S. franchise operator GPS Hospitality Holding Co. LLC. S&P said, "At the same time, we assigned our 'B-'issue-level rating and 4' recovery rating to the company's new $385 million senior secured notes maturing in 2028. We will withdraw issue-level ratings on existing debt being refinanced upon the close of the deal. "The stable outlook reflects our expectation that GPS will continue increasing revenue and improving credit metrics while sustaining high leverage in the 7x area and maintaining sufficient covenant headroom in the next 12-18 months. "Our affirmation reflects our expectation for improving performance and a very highly leveraged capital structure with no near-term debt maturities after the refinancing of GPS's debt.We view the refinancing of GPS Hospitality's preferred shares with the new senior secured notes as credit neutral given that the preferred shares were treated as debt in our previous analysis. For the full year 2021, we expect GPS Hospitality's sales to grow in the low- to mid-single-digit-percent area, driven by positive same-store sales growth within its Burger King operations and tempered same-store sales growth at the Popeyes operation following strong same-store sales growth in 2020. "We expect S&P Global Ratings-adjusted leverage to decline toward the low-to-mid 7x area.S&P Global Ratings-adjusted leverage for fiscal 2020 was in the mid-8x area, which we expect will improve modestly in 2021 toward the low-to-mid-7x area based on increased revenue performance, EBITDA growth, and positive same-store sales within the Burger King concept. We expect adjusted EBITDA margins to be in the mid-15% area by the end of 2021 mainly due to continued improvement over labor efficiencies and various other expense controls. That said, this assumes that management systems and cost controls developed from the pandemic continue to drive profit gains this year. In addition, we expect dine-in sales to make a significant recovery because of the reopening of the economy, allowing restaurants to operate at 100% capacity with no restrictions. "Albeit, we believe the quick service restaurant (QSR) segment faces certain cost pressures in the form of commodity prices and, importantly, labor availability along with wage rates. In addition, the industry is highly fragmented and performance trends can be subject to marketing and product launch initiatives from competitors. Currently, we believe GPS' same-store sales growth is benefitting from Burger King's introduction of its new chicken sandwich, continuing a trend of popularity for chicken sandwiches across the QSR space in recent years. "Our ratings incorporate the company's good brand position, which is offset by limited concept diversity and some regional concentration.GPS operates as one of the largest Burger King franchisees in the U.S. with more than 395 restaurant units, which still accounts for only about 2% of Burger King's total operating footprint. The company also operates 19 Popeyes Chicken restaurants and about 63 Pizza Hut stores as of March 2021. Together, Popeyes and Pizza Hut continue to contribute only a modest amount of GPS' consolidated revenue. Therefore, we view the company as primarily a single-brand restaurant operator with limited menu diversity that is highly dependent on Burger King's product/menu innovation and marketing initiatives to support its overall customer traffic, comparable sales, and EBITDA. "The stable outlook reflects our expectation that GPS will continue to improve its revenue generation, along with improving credit metrics, within the next 12-18 months. This is offset by our expectation for flat to slightly negative free operating cash flow for 2021, incorporating our expectation for increased capital expenditures (capex) for new store openings, existing store remodels, and maintenance expenses." S&P could lower its rating on GPS if: -- The company were unable to execute its growth strategy, leading to lagging sales and EBITDA, and -- S&P expected liquidity would be constrained due to prolonged periods of more significant negative free operating cash flow generation. S&P could raise its rating on GPS if: -- The company broadened its scale and materially improved its profitability through continued successful store development and acquisitions, and -- The company adopted a more conservative financial policy such that S&P expected S&P Global Ratings-adjusted leverage to remain below 6x on a sustained basis. HERSCHEND ENTERTAINMENT: S&P Hikes ICR to 'B+', Outlook Stable -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on themed entertainment owner and operator Herschend Entertainment Co. LLC to 'B+' from 'B'. S&P also assigned its 'B+' issue-level rating and '3' recovery rating to the proposed senior secured term loan. S&P said, "The stable outlook reflects our base-case expectation that Herschend's investment plans and leverage policy will enable the company to sustain our measure of adjusted leverage below 5x, incorporating volatility over the economic cycle. "The upgrade to 'B+' reflects our expectation that Herschend's investment and leverage policy, and a sustained attendance recovery in the company's theme parks, could keep leverage below 5x. Attendance at Herschend's properties was depressed in 2020 because of park closures, cautious consumer behavior, government restrictions, and discomfort wearing masks for extended periods outdoors in warm weather. Although Herschend's attendance in 2020 was substantially lower than in 2019, its attendance did not decline as sharply as other rated regional theme park operators, which was likely a result of comparatively looser restrictions in the states in which Herschend operates. Herschend's attendance improved to around 83% of 2019 levels in its second-quarter 2021, and around 93% of 2019 levels in the final month of the quarter. We believe consumers are meaningfully less resistant to and, to some extent, eagerly reentering public spaces due to pent-up demand, driving a rebound in attendance at Herschend's parks this summer. In addition to this attendance improvement, per capita spending remains significantly elevated above 2019 levels, and margins have benefited from headcount reductions and the centralization of some non-guest-facing functions, which could help to offset inflationary labor and other cost pressures. Given improved operating trends, we expect Herschend's revenues could recover to around 85%-95% of 2019 levels and generate around $110 million - $130 million of EBITDA in 2021, which would reduce leverage to around 4x this year. "Despite significant development spending plans through 2022, Herschend has sufficient cash on hand and expected cash flow to potentially reduce leverage through debt repayment. Under our revised base-case assumptions, we expect Herschend will generate $80 million - $100 million in operating cash flow in 2021 and around $120 million - $140 million of operating cash flow in 2022. Additionally, pro forma for the proposed transaction, Herschend will have about $163 million of cash on hand. We believe Herschend will use some of this cash to fund the planned approximately $80 million Dollywood expansion primarily in 2022, in addition to ongoing maintenance capital expenditures. It is our understanding that the company's controlling owner has a long-standing financial policy to manage gross debt to EBITDA around 3.5x and below. As a result, we believe the company may use a modest amount of its cash to repay some debt and further reduce leverage through 2022." The company's revenue and EBITDA are concentrated at its three theme parks, particularly at Dollywood, its cash flow base is smaller than rated peers, and the company faces some seasonality and weather-related risks. While Herschend has diversified through its acquisitions of the Harlem Globetrotters (2013) and Pink Adventure Tours (2018), the company generated about 58% of its 2019 EBITDA from its three theme parks. Going forward, the theme parks could comprise a larger share of EBITDA depending on the strength of the Globetrotters recovery. Compared with rated regional theme park peers, Herschend generates less revenue and EBITDA, owns fewer parks, and has less geographic diversity. Our rating also incorporates the company's exposure to seasonality (around half of annual EBITDA historically generated in the second quarter) and weather-related risks compared with some other leisure operators. Partially offsetting these risk factors are the company's portfolio of drive-to assets, which may recover faster than destination-oriented properties during economic downturns and periods of reduced consumer spending, and the positioning and high quality of its assets, particularly its Dollywood and Silver Dollar City parks. Dollywood and Silver Dollar City benefit from strong brand equity in their local markets, industry awards and recognition, and premium attractions that differentiate their parks within the regions they operate. Herschend is exposed to limited competition from other theme park operators of similar asset quality in its markets. Dollywood and Silver Dollar City's nearest theme park competitors, which include Carowinds, Holiday World, and Six Flags Over Georgia for Dollywood and Worlds Of Fun and Six Flags St. Louis for Silver Dollar City, are more than 150 miles away, limiting the competition for local consumers. Because of the considerable barriers to entry to theme park development, including high capital costs and stringent regulations, it is unlikely that a competitor park will be developed in the markets in which Herschend operates. The stable outlook reflects S&P's base-case expectation that Herschend's investment plans and leverage policy will help it sustain its measure of adjusted leverage below 5x, incorporating volatility over the economic cycle. Although unlikely over the next 12 months given the company's policy and recent improvements in operating performance, we could lower the rating if S&P believes the company will sustain leverage greater than 5x. This could be due to a resurgence in COVID-19-related restrictions that depress attendance, operating missteps, or an unexpected leveraging capital allocation decision such as a distribution or acquisition. S&P could raise the rating if it believes that Herschend will sustain leverage below 4x and FFO to debt of greater than 20% incorporating volatility over the economic cycle. HKO 3 LLC: Court Approves Disclosure Statement ---------------------------------------------- Judge Vincent F. Papalia has entered an order approving the Disclosure Statement of HKO 3, LLC. Sept. 9, 2021 at 11:00 a.m. is fixed as the date and time for the hearing on confirmation of the plan. The written acceptances, rejections or objections to the pla shall be filed with the attorney for the plan proponent not less than 7 days before the hearing on confirmation of the plan. About HKO 3 LLC HKO 3, LLC, is engaged in activities related to real estate, whose principal assets are located at 597-603 Broadway Newark, NJ 07104. HKO 3, LLC, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 20-18601) on July 16, 2020. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Anthony Sodono, III, Esq., of McMANIMON, SCOTLAND & BAUMANN, LLC, is the Debtor's counsel. HKO 3: Wins Cash Collateral Access Thru Sept 9 ---------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has authorized HKO 3, LLC HKO 3, LLC to use cash collateral on an interim basis through September 9, 2021, the date of the next court hearing. The Court says that the relief granted in the Interim Order entered August 28, 2020 will remain in full force and effect until the Court hearing and further Order of the Court. The Debtor is directed to continue its monthly adequate protection payments of $2,895 to the Secured Lender until otherwise ordered or agreed upon by the parties. In the August 28, 2020 Interim Order, the Debtor was permitted to use cash collateral to pay for the operating expenses and costs of administration incurred by the Debtor strictly in accordance with the budget, with a 10% variance. As adequate protection for the Debtor's use of cash collateral, the Secured Lender was granted a replacement perfected security interest to the extent and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, that the Secured Creditor held in the Debtor's pre-petition collateral. The liens and security interests granted are deemed perfected without the necessity for filing or execution of documents which might otherwise be required under non-bankruptcy law for the perfection of said security interests. A copy of the order is available at https://bit.ly/2TQboV7 from PacerMonitor.com. About HKO 3 LLC HKO 3, LLC, is engaged in activities related to real estate, whose principal assets are located at 597-603 Broadway Newark, NJ 07104. HKO 3, LLC, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 20-18601) on July 16, 2020. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Vincent F. Papalia oversees the case. Anthony Sodono, III, Esq., of McMANIMON, SCOTLAND & BAUMANN, LLC, is the Debtor's counsel. HOSPITALITY WOODWORKS: Wins Final OK on Cash Collateral Access -------------------------------------------------------------- Judge Lisa Ritchey Craig of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Hospitality Woodworks, LLC to use cash collateral pursuant to the approved budget, on a final basis. With respect to salaries and wages payable to any insider, the Debtor may make such payments only if it has at least $10,000 available in its DIP account at the time said payments are due. The Debtor, however, may pay any unpaid and accrued amounts of the insider salaries when cash becomes available so long as the subsequent payments of accrued insider salaries do not cause the balance in the DIP account to fall below $10,000. The Debtor disclosed that, as of the Petition Date, it owed Cadence Bank, N.A.; Wells Fargo Bank, N.A.; Kabbage, Inc.; Direct Capital Financing; and Chanel Partners Capital, LLC approximately $264,455 on account of prepetition loans. The Lenders may assert a security interest in certain of the Debtor's personal property. To provide adequate protection for the Debtor's use of the Cash Collateral, the Lenders and any other secured creditor are granted valid and properly-perfected liens on all property owned as of and acquired by the Debtor after the Petition Date that is the same or similar nature, kind, or character as each party's respective pre-petition collateral, to the extent of any diminution in the value of the Cash Collateral and to the extent the Lenders hold valid liens, security interests, or rights of setoff as of the Petition Date. The Debtor shall also make monthly payments of $350 to each to Cadence and Direct Capital by the fifth day of each month, as additional adequate protection. A copy of the final order is available for free at https://bit.ly/3rLxPHC from PacerMonitor.com. About Hospitality Woodworks Hospitality Woodworks, LLC is a manufacturer and installer of custom furniture and millwork commercial interiors, including upscale restaurants, hotels, and convention centers, primarily in the southeastern United States, working directly with local and national companies that operate those facilities. Hospitality Woodworks sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-51852) on March 5, 2021. In the petition signed by David Robinson, owner, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. William A. Rountree, Esq., at Rountree, Leitman & Klein, LLC represents the Debtor as counsel. ICAN BENEFIT: Ombudsman Files Report on Sale of Customer Info ------------------------------------------------------------- Luis Salazar, the appointed Consumer Privacy Ombudsman for the estates of iCan Benefit Group, LLC and affiliated debtors, filed with the U.S. Bankruptcy Court for the Southern District of Florida, a report with respect to the proposed sale of substantially all of Debtors' assets to Southern Guaranty Insurance Group, subject to the Debtors' acceptance of a higher or otherwise better offer. The Asset Purchase Agreement provides for the sale of certain "Purchased Assets" that includes customer "Personally Identifiable Information" or "PII" as that term is defined Section 101(41A)1 of the Bankruptcy Code. After review of the facts and circumstances of the proposed sale, the Ombudsman recommends that the Court approve the proposed sale and transfer of the Customer PII subject to these conditions: a. Customer PII may be sold and transferred, provided that the Purchaser demonstrates it is a "Qualified Buyer." A "Qualified Buyer" means an entity that (a) is engaged in substantially the same lines of business as the Debtor; (b) expressly agrees to be bound by and succeed to substantially similar terms as contained in iCan's existing privacy policy; and (c) agrees to be responsible for any future violation of the privacy policy occurring after the purchase of the Customer PII; b. Purchaser appears to be a Qualified Buyer of iCan's Customer PII; c. Purchaser must agree to be bound by and substantially meet the standards established by iCan's general privacy policy and comply with applicable privacy laws and regulations governing the transfer, storage, maintenance, and access to Customer PII; d. Purchaser agrees to provide notice to any consumer whose Customer PII is being sold and transferred to it. That notice may be provided by a posting on iCan's website or in any initial contact email or communication; e. Purchaser agrees to provide consumers with an opportunity to opt-out from having their information used by Purchaser as part of the notification process, to the extent required by law. The option to opt-out will not affect any information obtained independently by Purchaser; and f. Purchaser shall file a certification within 30 days confirming its compliance with the conditions the Court may impose, or the Court may direct the Ombudsman to file a final report confirming such compliance. If for any reason the Customer PII is sold by the Debtors to any entity that would not meet the requirements of "Qualified Buyer," then the Court should require that: * The purchaser must, at a minimum, agree to abide by or substantially meet the standards of iCan's existing privacy policies; * The purchaser must provide notice to any consumer whose PII it holds of the proposed transfer; * As part of the notification, the purchaser must provide customers with the opportunity to opt-in to the transfer, or their information would not be transferred but instead be destroyed. Mr. Salazar, a partner at Salazar Law, was appointed by U.S. Trustee for Region 21, Mary Ida Townson, on July 21, 2021. The Ombudsman is tasked to provide the Court with information that will help the Court in its consideration of the facts, circumstances, and conditions of the proposed sale of PII under Section 363 (b)(1)(B) of the Bankruptcy Code. A copy of the Consumer Privacy Ombudsman's Report is available for free at https://bit.ly/3A92Bxf from PacerMonitor.com. About iCan Benefit Group Boca Raton, Fla.-based iCan Benefit Group, LLC -- https://icanbenefit.com -- is a licensed insurance agency offering a variety of benefit programs and insurance products from a number of licensed insurance companies. iCan Benefit Group and its affiliates, iCan Holding, LLC and On Call Online, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 21-12567) on March 18, 2021. Stephen M. Tucker, manager, signed the petitions. In its petition, iCan Benefit Group disclosed $10 million to $50 million in both assets and liabilities. Judge Mindy A. Mora oversees the cases. Agentis PLLC serves as the Debtors' legal counsel. Luis Salazar is the appointed Consumer Privacy Ombudsman for the Debtor. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on May 10, 2021. The committee tapped Shraiberg, Landau & Page, PA as legal counsel. INSIGHTRA MEDICAL: Seeks Approval of $700,000 DIP Financing ----------------------------------------------------------- Insightra Medical, Inc. and its affiliated debtors asked permission from the U.S. Bankruptcy Court for the District of Delaware to obtain a secured DIP financing from Odyssey Life Science Holdings, LLC consisting of (i) incremental term loans totaling $700,000 to be made available as needed, on a week-to-week basis and in accordance with the budget. The Debtors seek approval of a total initial draw of $500,000 upon entry of the Interim Order, with the remaining $200,000 in incremental funds (the Final Loan) to be available as needed, on a week-to-week basis, upon entry of a final order. The granting of the DIP financing is subject to certain conditions, including: (a) the Debtors having received a binding offer for all, or substantially all, of the Debtors' assets sufficient to pay off the DIP Loans in full in cash, by no later than 21 days after the Petition Date; and (b) subject to the entry of the Final Order, a roll-up of the $125,000 bridge loan provided by the DIP Lender to Insightra on or about July 20, 2021. Salient Terms of the DIP Financing * Borrowers: Insightra Medical Inc. (IMI) * Guarantors: Insightra Cardiovascular Solutions, Inc. (ICSI) and Insightra Surgical Solutions, Inc. (ISSI) * DIP Lender: Odyssey Life Science Holdings, LLC * Commitment: a. New Money DIP Loans: $700,000, with up to $500,000 available pursuant to the Interim Order, and an additional $200,000 available pursuant to the Final Order. b. Roll-Up Loan: $125,000 roll-up of Prepetition Debt * Interest Rates: 12% per annum * Default Rate: Additional 2% p.a. upon occurrence of an Event of Default * Maturity Date: The earliest of: (i) the date of the closing of the Sale; (ii) entry of an order confirming the Debtors' Plan and (ii) 120 days following the Closing Date. The DIP facility will be used to provide working capital for operating expenses and to pay professional fees and the other costs of administration of the Chapter 11 cases. For the avoidance of doubt and subject to the budget, the approved use of proceeds includes the payment of fees to Verdolino & Lowey, P.C., consultant to the Debtors, and reasonable professional fees for services performed by (i) A.M. Saccullo Legal, LLC, counsel for the Debtors, (ii) the Law Office of Nathan A. Schultz, P.C., co-counsel for the Debtors, (iii) Sullivan & Worcester, LLP, counsel to the DIP Lender, (iv) Hogan McDaniel, Delaware counsel to the DIP Lender, and (v) the Subchapter V Trustee. All amounts owing by the Debtors under the DIP Facility will be secured by a valid and enforceable, first priority, fully-perfected security interest (the DIP Liens) in all of the assets of the Debtors, including, and subject to entry of a Final Order, all causes of action, including any proceeds and property recovered in respect of the Debtor's claims and causes of action, subject to the Carve Out. The DIP Liens shall prime and be senior to all existing liens and will be junior only to the Carve-Out and Permitted Exceptions. The DIP Lender will also be granted, in each of the Interim Order and Final Order, a super priority administrative claim under Section 364(d)(1) of the Bankruptcy Code for the payment of the obligations under the DIP Facility with priority above all other administrative claims, subject to the Carve-Out. DIP Covenants, Milestones 1. On or before 21 days following the Petition Date, the Debtors shall receive: (a) a binding commitment, subject to Court approval, to purchase all, or substantially all, of the Debtors' assets and sufficient to pay the DIP Loans in full and provide a meaningful recovery to unsecured creditors; or (b) (i) a binding commitment to replace the DIP Lender or (ii) a binding commitment to participate in the DIP Facility in a meaningful manner in an amount to be determined by the DIP Lender in its sole discretion; 2. On or before 35 days following the Petition Date, the Debtors shall use best efforts to obtain entry of the Final Order by the Bankruptcy Court; and 3. On or before 120 days following the Petition Date, the Court shall have approved the Debtors' Sale or confirmed the Plan acceptable to DIP Lender, provided that DIP Lender consent shall not be required so long as the Sale or the Plan provides for the DIP Loans to be paid in full in cash as of the closing of the Sale or the effective date of the Plan, respectively. Use of Cash Collateral The Debtors seek authorization to use all Cash Collateral, in accordance with the DIP Documents, the budget, and (1) the Interim Order, from the entry of the Interim Order through the earlier (x) the entry of the Final Order and (y) the occurrence of an Event of Default; or (2) the Final Order, from the entry of the Final Order through the earlier of (x) the Maturity Date and (y) and the occurrence of an Event of Default. The Debtors believe that the only parties that potentially may assert an interest in cash collateral are (a) the DIP Lender, and (b) David Gentile. The DIP Lender consents to the use of Cash Collateral on the foregoing terms. The Debtors do not believe David Gentile is entitled to any adequate protection because he does not have an unavoidably perfected lien. Carve Out The Carve Out is the sum of: * all fees required to be paid to the Clerk of the Court and to the Office of the U.S. Trustee, plus interest at the statutory rate; * all reasonable fees and expenses up to $25,000 incurred by a trustee under Section 726(b) of the Bankruptcy Code; * to the extent allowed as being within the ordinary course of business, or otherwise, unless the cases are dismissed without an opportunity for obtaining allowance thereof (x) all administrative expenses pursuant to section 503 of the Bankruptcy Code and including (y) all unpaid fees and expenses incurred by persons or firms retained by the Debtors, the DIP Lender and the trustee appointed pursuant to Section 1183, at any time before or on the first business day following delivery of a Carve Out Trigger Notice; and * allowed administrative expenses including Allowed Professional Fees of Professional Persons in an aggregate amount up to $50,000 incurred after the first business day following the date of delivery of the Carve Out Trigger Notice, to the extent allowed. A copy of the motion is available for free at https://bit.ly/37aa3LU from PacerMonitor.com. About Insightra Medical, Inc. Insightra Medical is a medical device company focused on developing, manufacturing and selling value-add devices to ambulatory surgery centers. Insightra Medical Inc. was founded in March 2001 and was originally located in Irvine, California. On July 25, 2021, Insightra Medical and two affiliates, Insightra Cardiovascular Solutions, Inc. and Insightra Surgical Solutions, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11060) in the U.S. Bankruptcy Court for the District of Delaware. Their cases are jointly administered under Insightra Medical, Inc.'s case. Craig Jalbert, president, signed the petitions. On the Petition Date, each Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the cases. A.M. Saccullo Legal, LLC is the Debtors' counsel and the Law Office of Nathan A. Schultz, P.C. is the Debtors' co-counsel. INTEGRATED AG: U.S. Trustee Objects to Disclosure Statement ----------------------------------------------------------- Ilene J. Lashinsky, U.S. Trustee for Region 14, filed with the U.S. Bankruptcy Court for the District of Arizona an objection to the Amended Disclosure Statement of Integrated AG XI, LLC. The U.S. Trustee pointed out, among other things, that: 1. According to the Debtor, GWB's claim is fully secured and proposes to pay GWB in full over a period of five years and one month from the Effective Date. Since the amount acknowledged to be owed to GWB is over $17 million, the Debtor's budget should reflect payment of that amount to GWB. The budget, however, provides for total payments to GWB of just over $13 million. The Debtor should clarify the full amount that it is proposing to pay GWB and in what amounts and on what dates those payments will be made. 2. The Debtor should correct an apparent inconsistency in its Disclosures about GWB being fully secured. The Debtor estimated the value of the Ranch, which secures the GWB Claim, to be between $16 million and $ 21 million. If the value of the Ranch is $16 million, it would then appear that GWB is unsecured. Debtor should correct this apparent inconsistency by providing a value for the Ranch of at least the amount due to GWB. 3. Facts about the $218,000 pre-petition payments the Debtor made to its parent are still inadequate to ascertain whether the payments were legitimate or should be recovered as preferences under Section 547 of the Bankruptcy Code or as fraudulent transfers under Section 548 of the Code. The Debtor needs to provide more specific facts to explain the nature of the payments. The U.S. Trustee reiterated the need for the Debtor to furnish a copy of the referred to Confidential Private Placement Memorandum as a basis for the payments. It is crucial for creditors to see the terms of the supposed agreement pursuant to which these substantial sums were paid to an insider within one year of the petition date. 4. The Debtor provides only a term sheet in regard to the terms of the Line of Credit Agreement. The creditors need to see the actual agreement itself to be able to make an informed decision as to whether to agree to such an agreement by voting in favor of the Plan. Creditors should not be required to vote on the Plan until they are provided the actual Line of Credit Agreement sufficiently in advance of the voting deadline to allow them to properly evaluate the terms of that agreement. 5. The Debtor still does not explain the option to convert that will be given to the Plan Sponsor as part of the Line of Credit Agreement. Under the proposed Plan, the Plan Sponsor will receive 100% of the equity of Debtor on the Effective Date. The Line of Credit Agreement supposedly gives the Plan Sponsor the right to convert the line of credit financing to equity in its sole discretion. The Debtor should at minimum explain how, if at all, such a conversion will impact the Debtor's payment obligations under the Plan. 6. The Debtor's budget is not specific enough regarding the nature of the operating expenses. In reference to the proposed payment of $8,500 per month for "Farm Asset Management" and "Property Manager" payments of $4,000 per month, the Debtor should disclose to whom is the payment going and for what services. The U.S. Trustee asked the Bankruptcy Court to sustain the objections and reject the Debtor's Amended Disclosure Statement. A copy of the objection is available for free at https://bit.ly/3fvVKpx from PacerMonitor.com. About Integrated AG XI Scottsdale, Ariz.-based Integrated AG XI, LLC, is a single asset real estate debtor that owns about 4,500 acres of agricultural land known as "The Ranch" in Hyder, Arizona. The Ranch is encumbered by a lien in favor of creditor Great Western Bank ("GWB"), which is owed about $18,000,000. Integrated AG XI, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 21-00414) on July 9, 2018. In its petition, the Debtor disclosed $33,909,241 in assets and $20,701,272 in liabilities. Bryan Hepler, an authorized representative, signed the petition. Judge Daniel P. Collins oversees the case. Burch & Cracchiolo, P.A., serves as the Debtor's bankruptcy counsel. JACOBS TOWING: Obtains Final OK on Use of Cash Collateral --------------------------------------------------------- Judge William R. Sawyer of the U.S. Bankruptcy Court for the Middle District of Alabama entered a final order granting Jacobs Towing, LLC, d/b/a B&R Wrecker & Recovery, authority to use cash collateral relative to the perfected prepetition lien of the U.S. Small Business Administration. Judge Sawyer ruled that the SBA is over adequately protected insomuch as the aggregate value to which its prepetition security interest (lien) attaches (i.e., greater than $1,000,000) exceeds the principal debt owed (i.e., $150,000). As such, the SBA's interests will not be prejudiced by the Debtor's post-petition use of pre-petition Cash Collateral. A copy of the order is available for free at https://bit.ly/3xiorfR from PacerMonitor.com. About Jacobs Towing Jacobs Towing, LLC, doing business as B&R Wrecker & Recovery in Troy, Ala., filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 21-31004) on June 10, 2021. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Donnie L. Jacobs, member, signed the petition. Judge William R. Sawyer oversees the case. Espy Metcalf & Espy, PC and Misty Tindol of Wilkerson, Bowden & Associates, P.C. serve as the Debtor's legal counsel and accountant, respectively. KATERRA INC: Committee Taps Fox Rothschild as Legal Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Katerra Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Fox Rothschild, LLP as its legal counsel. The firm's services include: a. assisting the committee with respect to the administration of the Debtors' cases and the exercise of oversight with respect to the Debtors' affairs, including all issues arising from or impacting the Debtors, the committee or the bankruptcy cases; b. providing all necessary legal advice with respect to the committee's powers and duties; c. assisting the committee in maximizing the value of the Debtors' assets for the benefit of all creditors; d. participating in the formulation of and negotiation of a plan of reorganization or liquidation and approval of an associated disclosure statement; e. investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to the Chapter 11 cases or to the formulation of a plan; f. commencing and prosecuting any and all necessary and appropriate actions or proceedings on behalf of the committee that may be relevant to these cases; g. preparing legal papers; h. communicating with the committee's constituents and others as the committee may consider appropriate in furtherance of its responsibilities; i. advising the committee on practice and procedure before the court and regarding local rules and local practice; j. appearing before the bankruptcy court; and k. performing all other legal services. The firm's hourly rates are as follows: Partners $325 to $930 per hour Counsel $275 to $875 per hour Associates $185 to $570 per hour Paraprofessionals $125 to $415 per hour Fox Rothschild will also be reimbursed for reasonable out-of-pocket expenses incurred. Trey Monsour, Esq., a partner at Fox Rothschild, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Trey A. Monsour, Esq. Fox Rothschild LLP 2900 W. Dallas Street, Unit 515 Houston, TX 77019 Phone: (713) 927-7469 Email: tmonsour@foxrothschild.com About Katerra Inc. Based in Menlo Park, Calif., Katerra Inc. is a Japanese-funded, American technology-driven offsite construction company. Katerra was founded in 2015 by Michael Marks, former chief executive officer of Flextronics and former Tesla interim CEO, along with Fritz Wolff, the executive chairman of The Wolff Co. It offers technology-driven design, manufacturing, and assembly solution for bathroom pods, door and window, furniture, and modular utility systems. Katerra and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-31861) on June 6, 2021. In its petition, Katerra disclosed assets of between $500 million and $1 billion and liabilities of between $1 billion and $10 billion. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; Alvarez & Marsal North America, LLC as financial and restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk LLC is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on June 22, 2021. The Committee is represented by Fox Rothschild, LLP. FTI Consulting, Inc. as financial advisor. Weil, Gotshal & Manges LLP is counsel for SB Investment Advisers (UK) Limited, DIP lender. KATERRA INC: Committee Taps FTI Consulting as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of Katerra Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ FTI Consulting, Inc. as financial advisor. The firm's services include: a. assistance in the review of financial-related disclosures required by the court, including schedules of assets and liabilities, statement of financial affairs and monthly operating reports; b. assistance in the preparation of analyses required to assess any proposed debtor-in-possession financing or use of cash collateral; c. assistance with the assessment and monitoring of the Debtors' short-term cash flow, liquidity, and operating results; d. assistance with the review of the Debtors' proposed employee compensation and benefits programs; e. assistance with the review of the Debtors' potential disposition or liquidation of both core and non-core assets; f. assistance with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; g. assistance with the review of the Debtors' identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements; h. assistance in the review and monitoring of the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; i. assistance with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; j. review of the claims reconciliation and estimation process; k. assistance in the review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which court approval is sought; l. attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the committee and any other official committees organized in these Chapter 11 proceedings, the U.S. trustee, and other parties in interest; m. assistance in the review or preparation of information and analysis necessary for the confirmation of a Chapter 11 plan and related disclosure statement; n. assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; o. assistance in the prosecution of committee responses or objections to the Debtors' motions; and p. render other general business consulting services. The firm's hourly rates are as follows: Senior Managing Directors $550 to 1,295 per hour Directors/Senior Directors/ Managing Directors $385 to 935 per hour Consultants/Senior Consultants $205 to 680 per hour Administrative/Paraprofessionals $125 to 290 per hour FTI will also be reimbursed for out-of-pocket expenses incurred. Samuel Star, a senior managing director at FTI, 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: Samuel E. Star FTI Consulting, Inc. Three Times Square, 9th Floor New York, NY 10036 Tel: (212) 247-1010 Email: samuel.star@fticonsulting.com About Katerra Inc. Based in Menlo Park, Calif., Katerra Inc. is a Japanese-funded, American technology-driven offsite construction company. Katerra was founded in 2015 by Michael Marks, former chief executive officer of Flextronics and former Tesla interim CEO, along with Fritz Wolff, the executive chairman of The Wolff Co. It offers technology-driven design, manufacturing, and assembly solution for bathroom pods, door and window, furniture, and modular utility systems. Katerra and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-31861) on June 6, 2021. In its petition, Katerra disclosed assets of between $500 million and $1 billion and liabilities of between $1 billion and $10 billion. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; Alvarez & Marsal North America, LLC as financial and restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk LLC is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on June 22, 2021. The Committee is represented by Fox Rothschild, LLP. FTI Consulting, Inc. as financial advisor. Weil, Gotshal & Manges LLP is counsel for SB Investment Advisers (UK) Limited, DIP lender. KATERRA INC: Mercer Unit Buys CLT Facility ------------------------------------------ Mercer International Inc. on Aug. 3, 2021, disclosed that it received approval from the applicable Bankruptcy Court for a sale order approving the acquisition by its wholly-owned subsidiary of a state-of-the-art CLT manufacturing facility located at Spokane, Washington (the "Facility") for a price of $50 million, subject to customary adjustments. The closing of the sale is scheduled to occur shortly. The Facility: -- is located on 54 acres of land near Spokane and has an area of about 270,000 square feet; -- is equipped with state-of-the-art extensive automation technologies including one of the largest CLT presses in the world; -- has capacity of approximately: (a) 13 million sq. ft. of 5-ply panels annually or 140,000 cubic meters of annual production based on 5-day operations; and (b) represents about 30% of the current North American mass timber manufacturing capacity. David Gandossi, Chief Executive Officer of the Company stated: "We are very pleased with our impending acquisition of the Facility. It represents an attractive entry point for us into the CLT business with a near new state-of-the-art facility." He continued; "It fits well with our strategy to expand in the solid wood products space and aligns with a core value to provide sustainable and carbon reducing alternatives for a warming planet". About Cross Laminated Timber ("CLT") CLT is an engineered wood product produced from multiple layers of lumber and adhesive; each layer laid up with its grain running perpendicular to the layer adjacent and pressed under heat to create large, high strength panels. The panels are modified by automated CNC machines to incorporate custom window, plumbing, electrical and fastening elements in accordance with the precise architectural specifications of the designer. The finished panels are then assembled in situ at the construction site. CLT is principally used for commercial and residential building construction. Europe is the currently the leading market for CLT design and the market in North America is growing. CLT designed construction is attractive for its speed of construction, its low carbon footprint when compared to traditional building methods and its aesthetics. Contemporary building codes acknowledge its strength, fire resistance and carbon sink characteristics which have made it a leading construction method for many of the world's LEED-certified buildings; many of which are over twenty stories in height. About Mercer International Mercer International Inc. (Nasdaq: MERC) -- https://www.mercerint.com/ -- is a global forest products company with operations in Germany and Canada with consolidated annual production capacity of 2.2 million tonnes of pulp and 550 million board feet of lumber. About Katerra Inc. Based in Menlo Park, Calif., Katerra Inc. is a Japanese-funded, American technology-driven offsite construction company. Katerra was founded in 2015 by Michael Marks, former chief executive officer of Flextronics and former Tesla interim CEO, along with Fritz Wolff, the executive chairman of The Wolff Co. It offers technology-driven design, manufacturing, and assembly solution for bathroom pods, door and window, furniture, and modular utility systems. Katerra's CLT factory in Spokane Valley, Washington is the largest single-use CLT facility in North America, producing 30% of the current North American mass timber manufacturing capacity – two times any comparable manufacturer. Katerra and its affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-31861) on June 6, 2021. In its petition, Katerra disclosed assets of between $500 million and $1 billion and liabilities of between $1 billion and $10 billion. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; Alvarez & Marsal North America, LLC as financial and restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk LLC is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on June 22, 2021. The Committee is represented by Fox Rothschild, LLP. Weil, Gotshal & Manges LLP is counsel for SB Investment Advisers (UK) Limited, DIP Lender. KK FIT INC: Seeks to Hire Senft Law Firm as Special Counsel ----------------------------------------------------------- KK Fit, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Senft Law Firm, LLC as special counsel. The Debtor needs the firm's legal assistance in connection with claims and related matters before the Pennsylvania Human Relations Commission. The firm will be paid at the rate of $275 per hour and reimbursed for out-of-pocket expenses incurred. John Senft, Esq., a partner at Senft Law Firm, 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 L. Senft, Esq. Senft Law Firm, LLC 150 Farm Lane Suite 100 York, PA 17402 Tel: (717) 747-9048 About KK Fit Inc. KK Fit, Inc., formerly known as Gold's Gym, and its affiliates filed Chapter 11 petitions (Bankr. M.D. Pa. Lead Case No. 21-01035) on May 7, 2021. KK Fit President Kurt Krieger signed the petitions. At the time of the filing, KK Fit had total assets of between $100,000 and $500,000, and total liabilities of between $1 million and $10 million. Judge Henry W. Van Eck oversees the cases. Cunningham, Chernicoff & Warshawsky, P.C. and Senft Law Firm, LLC serve as the Debtors' bankruptcy counsel and special counsel, respectively. Stutz Arment, LLP is the Debtor's accountant. LIBRA GROUPCO: S&P Assigns B Issuer Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' ratings to Libra GroupCo SpA, parent of Italian it services group Lutech, and the EUR275 million senior secured notes. S&P said, "Our stable outlook reflects our expectation that the company will report 1%-3% revenue growth and materially improve profitability in the next 12 months, leading to adjusted debt to EBITDA of around 6.0x by year-end 2021, while maintaining adjusted FOCF to debt higher than 5%. "The ratings are in line with our preliminary ratings, which we assigned on May 10, 2021. There were no material changes to our base case or the financial documentation compared with our original review. "The main difference from the preliminary rating analysis is the higher coupon on the senior secured debt, at 5.0% against our initial assumption of 4.5%. There was no material change in the bond documentation. A total of EUR275 million of senior secured notes were issued in line with our preliminary analysis. As a result, leverage does not change compared with our previous estimate, and credit metrics are only marginally lower, given the higher interest rate." Outlook S&P said, "The stable outlook reflects our expectation that the company will successfully deleverage, with adjusted debt to EBITDA at about 6.0x in 2021 before decreasing toward 5.5x in 2022. This will be supported by EBITDA growth thanks to favorable market trends and Lutech's leading market position in certain solutions. Furthermore, we expect the company to maintain solid cash flow conversion by maintaining FOCF to debt higher than 5%." Downside scenario S&P said, "We could lower the ratings if Lutech's adjusted leverage increased beyond 7.0x and FOCF after leases decreased to breakeven. In our view, this could result from weaker-than-expected operating performance, for example due to material market share loss, pricing pressure from larger competitors, or significantly weaker economic recovery in Italy than anticipated. It could also occur if Lutech pursued sizable debt-financed acquisitions or dividend recapitalization." Upside scenario S&P said, "We could raise the rating if Lutech performed well above our expectations, leading to a reduction of leverage to below 5.0x and an increase in FOCF to debt beyond 10% on a sustainable basis. Additionally, an upgrade would hinge on Lutech's adherence to a financial policy in line with those metrics." LIMETREE BAY: Cash Collateral Access Extended Thru Aug 8 -------------------------------------------------------- In the Chapter 11 cases of Limetree Bay Services, LLC and its debtor-affiliates, the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, has entered an order extending the terms of the Interim Order (I) Authorizing the Debtors to (A) Obtain Postpetition Senior Secured Superpriority Financing and (B) Use Cash Collateral, (II) Granting Adequate Protection to Prepetition Secured Parties, (III) Modifying the Automatic Stay, (IV) Scheduling a Final Hearing, and (V) Granting Related Relief dated July 14, 2021. Specifically, the Court extended the Debtors' rights to use cash collateral through August 8, 2021. Nothing in the Second Interim Order authorizes, or will be construed as authorizing, any DIP Financing in excess of the $5.5 million in DIP Financing authorized in the Interim Order. A continuation of the Interim Hearing is scheduled for August 6 at 10:30 a.m. A copy of the order and the Debtor's budget for the period from August 2 through August 8, 2021, is available at https://bit.ly/3luFf0U from PacerMonitor.com. About Limetree Bay Refining Limetree Bay Energy is a large-scale energy complex strategically located in St. Croix, U.S. Virgin Islands. The complex consists of Limetree Bay Refining, a refinery with peak processing capacity of 650 thousand barrels of petroleum feedstock per day, and Limetree Bay Terminal, a 34-million-barrel crude and petroleum products storage and marine terminal facility serving the refinery and third-party customers. Limetree Bay Refining, LLC, restarted operations in February 2021, and is capable of processing around 200,000 barrels per day. Key restart work at the site began in 2018, including the 62,000 barrels per day modern, delayed Coker unit, extensive desulfurization capacity, and a reformer unit to produce clean, low-sulfur transportation fuels. The restart project provided much needed economic development in the U.S.V.I. and created more than 4,000 construction jobs at its peak. Limetree Bay Refining, LLC and its affiliates sought Chapter 11 protection on July 12, 2021. The lead case is In re Limetree Bay Services, LLC (Bankr. S.D. Tex. Case No. 21-32351). Limetree Bay Terminals, LLC did not file for bankruptcy. In the petitions signed by Mark Shapiro, chief restructuring officer, Limetree Bay Services disclosed up to $10 million in assets and up to $50,000 in liabilities. Limetree Bay Refining, LLC, estimated up to $10 billion in assets and up to $1 billion in liabilities. Baker Hostetler is acting as legal counsel for the Company and B. Riley Financial Inc. has been retained as restructuring advisor. BMC Group, Inc. serves as their claims, noticing and administrative agent. 405 Sentinel, LLC, serves as administrative and collateral agent for the DIP Lenders. MALLINCKRODT PLC: Lyda Haag Steps Down as Committee Member ---------------------------------------------------------- The U.S. Trustee for Region 3 on Aug. 2 announced that Lyda Haag resigned from the official opioid claimants' committee in the Chapter 11 cases of Mallinckrodt plc and its affiliates. The remaining members of the committee are: 1. Garrett Hade 2. Kathy Strain 3. Brendan Berthold 4. Life Point Health System Attn: Jennifer Peters 330 Seven Springs Way Brentwood, TN 37027 Phone: 615-920-7647 Email: Jennifer.Peters@lpnt.net 5. Blue Cross and Blue Shield Association Attn: Brendan Stuhan 1310 G. Street NW Washington, D.C. 20005 Phone: 202-942-1069 Fax: 202-942-1143 Email: Brendan.Stuhan@bcbsa.com 6. Michael Masiowski, M.D. About Mallinckrodt PLC Mallinckrodt is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Visit http://www.mallinckrodt.comfor more information. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC is the claims agent. The official committee of unsecured creditors retained Cooley LLP as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon Advisers LLC as its financial advisor. On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an official committee of opioid related claimants. The OCC tapped Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as Delaware co-counsel, Province Inc. as financial advisor, and Jefferies LLC as investment banker. The Debtors filed their plan of reorganization and disclosure statement on April 20, 2021. MARY BRICKELL: Wins Cash Collateral Access Thru Aug 16 ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Miami Division, has authorized Mary Brickell Village Hotel, LLC to use cash collateral on an interim basis and provide adequate protection through August 16, 2021. The Debtor is permitted to use cash collateral to pay post-petition expenses and pre-petition claims to the extent payment is allowed pursuant to another order by the Court upon proper notice and hearing, if applicable. DF VII REIT Holdings, LLC, a Delaware limited liability company, is the sole entity with a lien interest in the Cash Collateral. As adequate protection to the Lender for the Debtor's use of Cash Collateral, the Debtor will pay to the Lender the amount of $123,960.84 on or before August 5, and the 5th day of each successive month, or if the 5th falls on a weekend or Federal holiday, the next business day thereafter. As further adequate protection and only to the extent of any diminution in value of the Lender's interest in Pre-Petition Collateral, the Lender is granted a valid and perfected first-priority lien on and security interest in (i) all property acquired by the Debtor after the Petition Date that is of the same or similar nature, kind or character as the Lender's Pre-Petition Collateral, and (ii) to the extent not already provided for under the terms of the Loan Documents, all cash, rents and receivables generated by the Lender's Pre-Petition Collateral which are held by Debtor, and (iii) the proceeds thereof. Additionally, with respect to any diminution in value of the Lender's interest in prepetition collateral, the Lender is entitled to superpriority administrative expense claim treatment to the extent provided by Sections 503(b) and 507(b) of the Bankruptcy Code, which claim will have priority over all administrative expense claims and unsecured claims against the Debtor or its estate. The secured lender's lien(s) granted pursuant to the terms of the Order will be at all times subject and junior to all unpaid fees due to the Office of the United States Trustee pursuant to 28 U.S.C. section 1930; and all unpaid fees required to be paid to the Clerk of the Bankruptcy Court. The Debtor is authorized to pay fees due to the Office of the U.S. Trustee pursuant to 28 U.S.C. section 1930 even though the Debtor did not include the fees as a separate line item in the Budget; the payment of the fees will not be a default under the Order. A final hearing, if required, on the matter is scheduled for August 18 at 11 a.m. via Zoom. A copy of the order and the Debtor's budget for May to September is available for free at https://bit.ly/3rI97HY from PacerMonitor.com. The Debtor projects $235,215 in gross operating profit and $183,500 in total undistributed expenses for August 2021. About Mary Brickell Village Hotel Mary Brickell Village Hotel, LLC operates the Aloft Miami Brickell Hotel. The Hotel consists of fourteen stories, one hundred and sixty rooms, a fitness center, a large pool deck, a nine-hundred-square-foot terrace for events, and one hundred valet parking spaces. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-17103) on July 21, 2021. In the petition signed by Pedro Villar, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Robert A. Mark oversees the case. Joseph A. Pack, Esq., at Pack Law is the Debtor's counsel. MEDLEY LLC: Unsecured Creditors to Recover 2.02% to 2.17% in Plan ----------------------------------------------------------------- Medley LLC, submitted a First Amended Combined Disclosure Statement and Chapter 11 Plan dated August 2, 2021. On July 6, 2021, the Debtor filed its Combined Disclosure Statement and Plan. Almost immediately thereafter, the Debtor, the Creditors' Committee and Medley Capital continued their good faith negotiations with respect to the terms of a potential consensual plan. On July 22, 2021, the Debtor, the Creditors' Committee and Medley Capital reached an agreement on a global plan settlement. The terms of the comprehensive, tripartite settlement embodied in the Plan Term Sheet resolve the issues at the heart of this Chapter 11 Case, including (i) establishment of the Liquidating Trust, (ii) settlement of certain material claims, including, intercompany claims, and (iii) provisions that allow Medley Capital to continue servicing the Remaining Company Contracts, thereby enhancing recoveries to Allowed Claims. The Combined Disclosure Statement and Plan is premised upon maximizing the remaining value of the Debtor's assets. The Debtor has three primary assets: (i) cash on hand, (ii) the income stream generated by non-Debtor Affiliates from the Remaining Company Contracts, less the costs of operations, and (iii) Causes of Action. On the Effective Date, the Liquidating Trust will be established for the benefit of creditors holding Allowed Claims and on the Effective Date or by the Wind-Down Date, as applicable, the Liquidating Trust Assets shall vest in the Liquidating Trust. The Liquidating Trust shall be funded with (i) all Cash held by the Debtor on the Effective Date; (ii) the Initial GUC Funds, and (iii) the Additional GUC Funds. A large component of the Liquidating Trust Assets will be proceeds from the Remaining Company Contracts. The Proponents expect that for the period ending March 31, 2022, the Remaining Company Contracts will generate approximately $1,310,000 million of profit, which amount is proposed to be available for distribution to the Liquidating Trust on the Wind-Down Date. The potential availability of such funds for the Liquidating Trust is only possible if the non-Debtor Affiliates continue to honor the obligations under the Remaining Company Contracts through the Runoff Date. Accordingly, Medley Capital, the Debtor and a special committee of independent board members of Sierra have reached an agreement by and through which Sierra will make a material contribution of $2,100,000 to fund a portion of the Non-Debtor Compensation Plan for the benefit of Medley Capital's employees. The Non-Debtor Compensation Plan will provide a total of $5,744,000 to pay market compensation to employees that remain with Medley Capital through January 31, 2022. Sierra will fund its portion through the Sierra Commitment Letter. The balance will be funded by Medley Capital and the other non-Debtor subsidiaries. The Non-Debtor Compensation Plan will be paid to employees between September 30, 2021 and January 31, 2022. Class 1 consists of all Secured Claims. Each holder of an Allowed Secured Claim shall receive, at the option of the Debtor and in its sole discretion: (i) payment in full in Cash of its Allowed Secured Claim; (ii) the collateral securing its Allowed Secured Claim; (iii) Reinstatement of its Allowed Secured Claim; or (iv) such other treatment rendering its Allowed Secured Claim Unimpaired. This Class has a projected recovery of 100%. Class 2 consists of all Other Priority Claims. Each holder of an Allowed Other Priority Claim shall receive treatment in a manner consistent with section 1129(a)(9) of the Bankruptcy Code. This Class has a projected recovery of 100%. Class 3 consists of all Notes Claims. On the Effective Date, the Notes Claims shall be Allowed in the amount of $125,511,108.33. Each Holder of an Allowed Notes Claim shall receive a Pro Rata share of the Assets Available for Distribution to Unsecured Creditors, which shall be shared Pro Rata among Holders of Allowed Notes Claims and Allowed General Unsecured Claims. This Class has a projected recovery of 2.02% to 2.17%. Class 4 consists of all General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive a Pro Rata share of the Assets Available for Distribution to Unsecured Creditors, which shall be shared Pro Rata among Holders of Allowed Notes Claims and Allowed General Unsecured Claims. This Class has a projected recovery of 2.02% to 2.17%. Class 5 consists of all Intercompany Claims. Each Allowed Intercompany Claim shall be canceled, released, and extinguished, and without any distribution, at the Debtor's election, subject to the approval of the Creditor's Committee and Medley Capital. Class 6 consists of all Interests. All Interests shall be cancelled on the Wind-Down Date, except that on the Effective Date, the Debtor shall issue and transfer the Liquidating Trust Interest pursuant to the Fifth Amended LLC Agreement. The Combined Hearing has been scheduled for September 30, 2021 at 10:00 a.m. to consider final approval of this Combined Disclosure Statement and Plan as providing adequate information and Confirmation of the Combined Disclosure Statement and Plan. Any objection to the final approval of the Combined Disclosure Statement and Plan must be served by no later than September 23, 2021 at 4:00 p.m. A full-text copy of the First Amended Combined Plan and Disclosure Statement dated August 2, 2021, is available at https://bit.ly/3Cgyd5J from Kurtzman Carson Consultants, LLC, the claims agent. Counsel for the Debtor: Jeffrey R. Waxman Eric J. Monzo Brya M. Keilson Morris James, LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Tel: 302.888.5848 Fax: 302.504.3953 E-mail: emonzo@morrisjames.com E-mail: jwaxman@morrisjames.com E-mail: bkeilson@morrisjames.com About Medley LLC Medley LLC, through its direct and indirect subsidiaries, including Medley Capital LLC, is an alternative asset management firm offering yield solutions to retail and institutional investors. It provides investment management services to a permanent capital vehicle, long-dated private funds, and separately managed accounts, and serves as the general partner to the private funds. Medley is headquartered in New York City and incorporated in Delaware. As of Sept. 30, 2020, Medley had $3.4 billion of assets under management in two business development companies, Medley Capital Corporation (NYSE: MCC) and Sierra Income Corporation, and several private investment vehicles. Over the past 18 years, Medley has provided capital to over 400 companies across 35 industries in North America. Medley filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 21-10526) on March 7, 2021. The Debtor disclosed $5,422,369 in assets and $140,752,116 in liabilities as of March 2, 2021. The Debtor tapped Lowenstein Sandler LLP and Morris James LLP as bankruptcy counsel, Eversheds Sutherland (US) LLP as special counsel, B. Riley Securities Inc. as investment banker, and Andersen Tax LLC as tax accountant. Corporation Service Company serves as the Debtor's independent manager. Kurtzman Carson Consultants, LLC is the claims agent, maintaining the page https://www.kccllc.net/medley The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on April 22, 2021. The committee is represented by Potter Anderson & Corroon, LLP and Kelley Drye & Warren, LLP. MSCI INC: S&P Rates New $700MM Senior Unsecured Notes 'BB+' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to New York-based index and analytics provider MSCI Inc.'s proposed $700 million senior unsecured notes. The '3' recovery rating indicates its expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a default. As with its existing senior notes, MSCI Inc. will be the issuer of the proposed notes. The company will use the proceeds from these notes to repay all of its $500 million 5.375% notes due 2027 and add the remaining cash to its balance sheet. S&P said, "Our 'BB+' issuer credit rating on MSCI is unaffected by this issuance and by its recently announced acquisition of Real Capital Analytics for $950 million in cash. The acquisition will add to MSCI's real estate solutions, however, leverage remains well within our threshold for the current rating. We expect it to close at the end of the third quarter or early in the fourth quarter. "The stable outlook reflects our view that MSCI's leadership position in its core markets and large recurring revenue base will support a consistent operating performance over the next 12 months. Specifically, we expect the company to manage its financial risk in line with its 3.0x-3.5x gross leverage target." NABORS INDUSTRIES: Reports Net Loss of $196-Mil. in Second Quarter ------------------------------------------------------------------ Nabors Industries Ltd. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the company of $196 million on $489.27 million of total revenues and other income for the three months ended June 30, 2021, compared to a net loss attributable to the company of $148.11 million on $535.97 million of total revenues and other income for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss attributable to the company of $333.10 million on $951.05 million of total revenues and other income compared to a net loss attributable to the company of $539.94 million on $1.25 billion of total revenues and other income for the same period in 2020. As of June 30, 2021, the Company had $5.04 billion in total assets, $3.71 billion in total liabilities, $398.50 million in redeemable noncontrolling interest in subsidiary, and $936.94 million in total equity. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1163739/000155837021009814/nbr-20210630x10q.htm 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. NAUTILUS POWER: Moody's Alters Ratings Outlook to Negative ---------------------------------------------------------- Moody's Investors Service has revised the rating outlook on Nautilus Power, LLC to negative from stable, while at the same time, Moody's have affirmed the B1 rating on Nautilus' senior secured credit facilities. The credit facilities are comprised of a term loan B due in 2024 with about $585.8 million currently outstanding and a $75 million revolving credit facility due in 2022. RATINGS RATIONALE The rating action reflects Moody's expectations of weaker financial performance and credit metrics on a prospective basis due to declining capacity revenue, particularly in light of the recent PJM capacity auction results. Nautilus derives a majority of its revenue and cash flow from capacity auctions in the PJM and ISO-NE regions where it operates, over 70% of total revenues, and known capacity revenue from both of these markets is expected to decline over the next few years. Specifically, Nautilus' PJM portfolio includes the Lakewood, Ocean Peaking and Rock Springs plants located in the Eastern Mid-Atlantic Area Council (EMAAC), the eastern region of PJM. The most recent capacity auction, completed in May 2021 after a long delay, saw a capacity price of $97.86/MW-day for EMAAC for the 2022/23 capacity year. While higher than the rest of PJM (RTO) price, which cleared at $50/MW-day, the auction price was well below the last EMAAC auction price of $165.73/MW-day in the 2021/22 capacity year and below Moody's original assumption in Moody's base case. Nautilus' plants in ISO-NE, which include the Newington Energy facility and a collection of oil-fired and natural gas-fired aero-derivative units and a dual-fueled steam turbine generator, will also see declines in capacity prices over the next several years before capacity prices start to recover for the 2024/25 capacity year as a result of the most recent auction held in February 2021. Having said that, the Project's operating and financial performance to date has been consistently strong, a consideration in Moody's ratings affirmation. According to Moody's calculations of the financial metrics, which Moody's calculates using cash interest and after major maintenance expenditures and changes in working capital, the Project's metrics were in line with or even better than Moody's base case forecast, despite declines in generation and power prices in 2020 as a result of mild weather and COVID-related demand declines. For example, the debt service coverage ratio (DSCR) in 2020, according to Moody's calculations, was about 1.80x vs. Moody's expectation in Moody's original base case of 1.29x for the year. The ratio of Project Cash Flow from Operations to Debt (Project CFO/Debt) for 2020 came in at 7.24% vs. Moody's forecast of 3.42%. The ratio of Debt to EBITDA was slightly higher at 6.91x vs. 6.57x. The stronger than expected financial performance was recorded despite lower generation and power prices in 2020 reflecting lower operating costs associated with the lower level of dispatch, and according to management, the positive impact from short-term spark spread hedges (selling power forwards and purchasing the corresponding gas forwards) that mitigated some of the decline in generation. Major maintenance expenditures were also lower than expected in the forecast because the plants were running less. In addition, there were positive changes in working capital that were not considered in the original forecast. However, given the importance of capacity revenue to the Project's overall cash flow, these metrics are expected to decline prospectively. For example, capacity revenue in 2021, which is known at this stage, is expected to be $124.4 million, which is down only slightly from the $125.7 million recorded in 2020. However, capacity revenue in 2022, which is also now known, will fall even further to about $93.2 million, an approximate 25% decline in revenues and cash flow from 2020 and 2021 results. Factors Moody's will be examining over the coming months include an assessment of the 2021 year-end results and budget for 2022, as well as the outcome of the next PJM capacity auction, which Moody's understand will occur in December of this year, and then in six-month intervals thereafter until the three-year cadence is reestablished. If the Project's financial performance deteriorates further, increasing refinancing risk, further rating action may be warranted (although Moody's understand that management has embarked on a deleveraging strategy at the Project, and that management is now sweeping 100% of excess cash flow, rather than the required 75% to meet a target balance). Moody's understand that management's 2021 budget contemplates debt repayment with the 100% excess cash flow sweep. An additional important consideration over the next twelve months is the expiration of Nautilus' revolving credit facility in May 2022, which provides a good source of liquidity for the Project, including the issuance of the debt service reserve letter of credit. Balancing these considerations and supporting the credit profile are the benefits Nautilus enjoys as a diversified portfolio of six power generation assets totaling 2,226 MWs across two power markets -- PJM and ISO-NE. The credit profile acknowledges the active involvement of the sponsor, the Carlyle Group, as well as the operational oversight provided by its affiliate, Cogentrix, who is considered a strong operator. In that regard, the portfolio plants have performed well with a low EFORd and high availability factors, generally over 90%. LIQUIDITY Currently, Nautilus has a good liquidity profile totaling about $73.5 million. This is made up of $21.5 million available under the revolving credit facility, plus $25.5 million in a 6-month debt service reserve letter of credit issued under the revolver, $12.7 million in cash major maintenance reserves and about $13.9 million in unrestricted cash. Rating Outlook The negative outlook reflects the uncertainty relating to the outcome of future PJM capacity auctions, two of which will occur in the next twelve months and the power price volatility coming from the PJM and ISO-NE wholesale market. The outlook also recognizes the potential for increased refinancing risk given the Project's reliance on capacity results for debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade In light of the negative outlook, limited prospects exist for the rating to be upgraded. The outlook could stabilize if capacity prices improve and/or power market fundamentals improve such that the credit metrics remain solidly in the high-B or higher range in the Methodology, including DSCR of 2.0x or above, the ratio of Debt/EBITDA of 6.0x or below, and the ratio of Project CFO/Debt of 10% or higher, all on a prospective and sustained basis. Factors that could lead to a downgrade The rating could be downgraded if the Project underperforms management's current 2021 budget or if the Project were to experience a major operational disruption such that Nautilus appeared unlikely to achieve key financial metrics, including Project CFO/Debt of at least 10%, a DSCR of at least 2.0x, and Debt/EBITDA of 6.0x or less on a prospective and sustained basis. PROFILE Nautilus is a wholesale power generation and marketing company owned by The Carlyle Group. Nautilus owns a portfolio of six power generation assets totaling 2,226 MWs located in the PJM and ISO-NE power markets. In the EMAAC area of PJM, Nautilus' portfolio includes the 280 MW dual-fueled Lakewood Energy facility, as well as the 374 MW Ocean Peaking Power and 744 MW Rock Springs facilities, both of which are natural gas-fired peaking plants. In ISO-NE, Nautilus owns the 630 MW dual-fueled, combined-cycle Newington Energy facility. Nautilus also owns and manages a collection of oil-fired and natural gas-fired aero-derivative units, and a dual-fueled steam turbine generator, which combined represent 254 MWs of total portfolio capacity. The principal methodology used in these ratings was Power Generation Projects Methodology published in June 2021. NB TAYLOR BEND: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: NB Taylor Bend 2, LLC FKA NB Taylor Bend, DST 101 Old Taylor Road Oxford, MS 38655 Chapter 11 Petition Date: August 4, 2021 Court: United States Bankruptcy Court Northern District of Mississippi Case No.: 21-11468 Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Patrick Nelson as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ODSDVHA/NB_Taylor_Bend_2_LLC__msnbke-21-11468__0001.0.pdf?mcid=tGE4TAMA NORTHLAKE CORNERS: Disclosure Statement Hearing Set for Sept. 7 --------------------------------------------------------------- Judge Brenda T. Rhoades will consider approval of the Disclosure Statement of Northlake Corners, LLC in a telephonic hearing on September 7, 2021 at 9:30 a.m. August 31, 2021 is fixed as the last day for filing and serving written objections to the Disclosure Statement. A copy of the order is available for free at https://bit.ly/3ikUGqn from PacerMonitor.com. About Northlake Corners Flower Mound, Texas-based Northlake Corners, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns 20 acres of land valued at $5 million. Northlake Corners filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 21-40675) on May 4, 2021. Todd Rogers, sole member, signed the petition. In its petition, the Debtor disclosed $5,020,000 in assets and $3,012,250 in liabilities. Judge Brenda T. Rhoades is assigned to the case. Eric A. Liepins, Esq. serves as the Debtor's legal counsel. NORTHLAKE CORNERS: Unsecureds to be Paid in Full Under Plan ----------------------------------------------------------- Northlake Corners, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Texas a Chapter 11 Plan of Reorganization and Disclosure Statement dated July 30, 2021. The Debtor owns 21.28 acres of undeveloped land in Denton County which it purchased in 2016 with seller financing of $1.7 million. The Debtor expected to close on a financing package with the U.S. Small Business Administration in order to refinance the said debt. The SBA, however, withdrew the financing package so that the holders of the note decided to move forward with a foreclosure on the Property. This prompted the Debtor's bankruptcy filing. Currently, the Debtor has received approval from RBank to refinance the Property. The Debtor will repay all creditors from the refinance on or before the Effective Date. Moreover, the Reorganized Debtor will continue in business until the Property is sold. The Plan will break the existing claims into five categories of Claimants. These claimants will receive cash payments beginning on the Effective Date. * Class 1 (Allowed Administrative Claims - Professionals and US Trustee) Class 1 Claims are unimpaired and will be paid in cash and in full on the Effective Date. The Debtor believes the amount of this Class will not exceed $15,000. This case will not be closed until all allowed Administrative Claims are paid in full. * Class 2 (Allowed Tax Creditor Claims) Class 2 Claims are not impaired. The Allowed Amount of all Tax Creditor Claims shall be paid out of the refinancing of the Property. Northwest ISD has filed a Proof of Claim, in a total amount of $19 and Denton County has field a Proof of Claim in the amount of $5. The ad valorem taxing authorities will be entitled to receive post-petition pre-Effective Date interest on their claims at the statutory rate of 1% per month, and post Effective Date interest at the rate of 12% per annum. The Debtor shall pay to Class 2 claims in full on the Effective Date. The Ad Valorem Taxing Authorities shall retain their liens, if any, to secure their Tax Claims until paid in full. * Class 3 (William and Sara Brown) On or about May 13,2016, the Debtor executed a Promissory Note amounting to $1,740,000 in favor of William and Sara Brown, which Note was secured by a Deed of Trust recorded on the Property. The Browns have not filed a Proof of Claim. The Debtor believes the amount owed to Brown is $2,950,000. The Debtor shall pay the Brown Claim of $2,950,000 in full on or before the Effective Date. Upon payment of the Brown Claim, Brown shall release its lien on the Property. The Class 3 Creditor is not impaired under the Plan. * Class 4 (Allowed Unsecured Creditors) All creditors holding allowed unsecured claims will be paid in full from the proceeds of the refinancing on or before the Effective Date. The unsecured creditors shall receive 100% of their allowed claims under the Plan. The Class 4 Creditors are not impaired. Class 5 Claimants (Current Ownership) Ownership shall remain 100% in Todd Rogers. The Class 5 Claimant is not impaired by the Plan. A copy of the Disclosure Statement is available for free at https://bit.ly/3ikUGqn from PacerMonitor.com. Counsel for the Debtor: Eric A. Liepins Eric A. Liepins, P.C. 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 About Northlake Corners Flower Mound, Texas-based Northlake Corners, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns 20 acres of land valued at $5 million. Northlake Corners filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 21-40675) on May 4, 2021. Todd Rogers, sole member, signed the petition. In its petition, the Debtor disclosed $5,020,000 in assets and $3,012,250 in liabilities. Judge Brenda T. Rhoades is assigned to the case. Eric A. Liepins, Esq. serves as the Debtor's legal counsel. OAKMOD LLC: U.S. Trustee Wins Dismissal of Chapter 11 Case ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California dismissed the Chapter 11 case of Oakmod, LLC, at the behest of the U.S. Trustee for Region 16. Peter Anderson, the U.S. Trustee, had asked the Court to convert or dismiss the Debtor's case, or alternatively, to appoint a Chapter 11 Trustee for the Debtor. The U.S. Trustee cited the Debtor's failure to comply with the requirements of a Chapter 11 debtor, specifically the filing of Monthly Operating Reports, and the Debtor's failure to insure the estate's property. A copy of the U.S. Trustee's motion is available for free at https://bit.ly/2Vbjtoe from PacerMonitor.com. A copy of the order is available for free at https://bit.ly/3A4rzOg from PacerMonitor.com. The hearing scheduled for 10 a.m. on August 5, 2021 is vacated. About Oakmod, LLC Oakmod, LLC is engaged in activities related to real estate. The company filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 21-14268) on May 24, 2021. In the petition signed by John Pagano, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Vincent P. Zurzolo presides over the case. Law Offices of Moses S. Bardavid serves as the Debtor's counsel. The Bankruptcy Court on July 30, 2021, dismissed the Debtor's case at the behest of the U.S. Trustee. OFS INTERNATIONAL: Taps Ahmad Zavitsanos as Special Counsel ----------------------------------------------------------- OFS International, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Ahmad Zavitsanos Anaipakos Alavi & Mensing, P.C. to provide legal services related to trade secret litigation and commercial litigation in the oilfield services industry. The firm's hourly rates are as follows: Timothy C. Shelby, Esq. $710 per hour Sammy Ford, Esq. $640 per hour Jason McManis, Esq. $475 per hour Jordan Warshauer, Esq. $435 per hour The Debtor paid $33,120.50 to the law firm as a retainer fee. Timothy Shelby, Esq., a partner at Ahmad, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Timothy C. Shelby, Esq. Ahmad Zavitsanos Anaipakos Alavi & Mensing, P.C. 1221 McKinney, Suite 2500 Houston, TX 77010 Tel.: 713-600-4909 Fax: 713-655-0062 Email: tshelby@azalaw.com About OFS International OFS International, LLC is a provider of oil and gas production and processing equipment and services, with its headquarters in Houston, Texas, and operations in the Permian, Barnett and Marcellus regions. It provides field services, inspections, couplings, threading and accessories to the oil and gas industry. OFS International and affiliates, OFSI Holding LLC and Threading and Precision Manufacturing LLC, sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-31784) on May 31, 2021. In the petition signed by chief financial officer Alexey Ratnikov, OFS International disclosed assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. The cases are handled by Judge David R. Jones. The Debtors tapped Porter Hedges, LLP as bankruptcy counsel, Ahmad Zavitsanos Anaipakos Alavi & Mensing, P.C. as special counsel, and Chiron Financial, LLC as investment banker and financial advisor. BMC Group, Inc. is the Debtors' claims agent. Sandton Capital Solutions Master Fund V, LP, the Debtors' DIP lender, is represented by McGuirewoods, LLP. OPTIMUMBANK HOLDINGS: Completes Acquisition of Remaining TruPS -------------------------------------------------------------- OptimumBank Holdings, Inc., the parent company of OptimumBank, announced that it has successfully completed the acquisition of all of its remaining trust preferred securities (TruPS) pursuant to its previously announced exchange offer for the TruPS. The Company issued 689,572 shares of its common stock in exchange for TruPS with an outstanding principal balance of $2,068,716. The persons receiving shares included two entities controlled by Chan Heng Fai Ambrose and Michael Blisko, who serve as directors of the Company. The shares of common stock issued in exchange for the TruPS were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The TruPS were originally issued by a trust formed by the Company in 2004 for the purposes of raising capital for OptimumBank. At that time, the Trust raised $5,000,000 through the sale of 5,000 TruPS to a third party investor. The proceeds from the sale of the TruPS were loaned by the trust to the Company, which utilized this amount to increase the capital of OptimumBank. In 2018, a company affiliated with Moishe Gubin, the Chairman of the Company, acquired all of the TruPS. This company subsequently transferred the TruPS to third parties. Since 2018 the Company has engaged in a series of transactions to acquire the TruPS in exchange for shares of the Company's common stock. The completion of the acquisition of the TruPS will allow the Company to terminate the Trust and cancel the TruPS and the related loan from the Trust to the Company. The net effect will be to increase the Company's stockholders' equity. The elimination of the TruPS is expected to enhance the Company's ability to raise additional; equity and to continue the growth of OptimumBank. The Company's Chairman, Moshe Gubin, noted that: "The acquisition and cancellation of the TruPS is an instrumental component in the Company's plan to rationalize Company's capital structure so that is can better support the Company's business objectives of continued growth in assets, income and stockholders' equity. It will also directly support the Company's efforts to maintain its capital in accordance with regulatory standards." The Company continues to take steps to increase its equity. Since the beginning of the 2020 fiscal year, the Company has raised more than $19.5 million through the sale of preferred and common stock, including the sale of $5.0 million in common stock in the second quarter of 2021. The shares of the Company's common stock and preferred stock are not deposits or savings accounts, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and are not obligations of, or guaranteed by, a bank. About OptimumBank OptimumBank Holdings, Inc. is a Florida corporation formed in 2004 as a bank holding company for OptimumBank. The Company's only business is the ownership and operation of the Bank. The Bank is a Florida state chartered bank established in 2000, with deposits insured by the Federal Deposit Insurance Corporation. The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. OptimumBank reported a net loss of $782,000 for the year ended Dec. 31, 2020, compared to a net loss of $1.10 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $235.11 million in total assets, $217.28 million in total liabilities, and $17.83 million in total stockholders' equity. OPTIMUMBANK HOLDINGS: Raises $2.1 Million Through Private Placement ------------------------------------------------------------------- During June and July 2021, OptimumBank Holdings, Inc. issued 467,740 shares of its common stock in a private placement transaction to seven accredited investors at a price of $4.50 per share, or an aggregate of $2,104,830. None of the investors was an officer, director or affiliate of the Company other than Martin Schmidt, who is a director of the Company. Mr. Schmidt purchased 5,323 shares. The shares issued to Mr. Schmidt were issued to him pursuant to the Company's equity incentive plan. The proceeds from the sales will be primarily utilized by the Company to make capital contributions to OptimumBank in order to maintain its regulatory capital levels and to permit further expansion of its business. OptimumBank will utilize the capital contributions to make additional loans and investments and to meet its other working capital requirements. The sale of shares was not registered under the Securities Act in reliance on the exemption provided by Section 4(a)(2) under the Securities Act of 1933. About OptimumBank OptimumBank Holdings, Inc. is a Florida corporation formed in 2004 as a bank holding company for OptimumBank. The Company's only business is the ownership and operation of the Bank. The Bank is a Florida state chartered bank established in 2000, with deposits insured by the Federal Deposit Insurance Corporation. The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. OptimumBank reported a net loss of $782,000 for the year ended Dec. 31, 2020, compared to a net loss of $1.10 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $235.11 million in total assets, $217.28 million in total liabilities, and $17.83 million in total stockholders' equity. PRO MACH: S&P Affirms 'B-' ICR on Dividend Recapitalization ----------------------------------------------------------- S&P Global Ratings affirmed its 'B-' long-term issuer credit rating on packaging machinery solutions manufacturer and aftermarket products and services provider Pro Mach Group Inc. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the proposed first-lien term loan, including the first-lien delayed-draw term loan, and revolving credit facility. The '3' recovery rating indicates its expectation for meaningful recovery (50%-70%; rounded estimate: 50%). S&P said, "The stable outlook reflects our expectation that positive business trends and Pro Mach's resilient profitability should facilitate a gradual deleveraging while it maintains good positive free cash generation and adequate liquidity over the next 12 to 18 months. "We expect improving operating trends over the next few years. We project Pro Mach's adjusted EBITDA margins in the 18%-20% range over the next few years, an improvement from about 17% in fiscal 2020 (ended Dec. 31, 2020), and healthy annual free operating cash flow (FOCF) of more than $40 million for the next few years. We anticipate that demand for original packaging equipment in North America will remain relatively stable due to the market's maturity, and that it will continue to exhibit some cyclicality. Furthermore, we believe that Pro Mach will continue to benefit from its long-standing customer relationships and sizable installed base, which provide it with more stable and higher-margin aftermarket revenue. We believe that the company's aftermarket business has enabled Pro Mach to sustain average EBITDA margins relatively in the higher end of other rated capital goods manufacturers peers (approximately 11%-18%). In addition, the realization of synergy benefits from ongoing tuck-in acquisitions will continue to promote EBITDA growth. These factors are somewhat offset by the relatively narrow scope of its operations and limited end-market diversity. "The proposed dividend recapitalization transaction results in debt leverage that remains commensurate with the rating and our assessment of the company's financial policy. Pro forma for the transaction, we expect Pro Mach to operate with adjusted debt to EBITDA of about 7x over the next 12 months. While pro forma leverage is consistent with our expectations for the current ratings, we believe Pro Mach will continue to operate with debt leverage well below our downside trigger of 9x. Further, we do not anticipate any significant and sustained deleveraging over the next few years given our view of its financial policy. "Pro Mach has grown meaningfully through acquisitions, and we expect the company to remain very acquisitive. The company typically completes three to five bolt-on acquisitions annually. Given the highly fragmented industry, we believe Pro Mach will grow inorganically over the next few years by consolidating local players. We believe the company has demonstrated good integration capabilities with smaller deals, though any large transformative acquisitions could nevertheless pose integration risk. "We expect Pro Mach will generate positive free cash flow and maintain adequate liquidity throughout the forecast period. As of March 31, 2021, the company had $233 million of cash on its balance sheet and about $86 million available under its revolving credit facility. In our opinion, the company has managed its costs well and we anticipate it will continue to generate positive free operating cash flow (FOCF) of more than $50 million over the next 12 months. The expanded new revolving credit facility will also support our view of adequate liquidity. "The stable outlook reflects our expectation for relatively stable operating trends and despite the uncertainties stemming from COVID-19, such that Pro Mach's debt leverage improves toward the 7x area while it generates positive free cash flow of at least $50 million and maintains adequate liquidity over the next 12 to 18 months. "We could lower our rating on Pro Mach if reduced demand for its products causes its operating performance to weaken materially from our expectations, causing debt leverage to remain above 9x with little prospects for improvement. This will also limit its free cash generation, which would constrain its liquidity while its debt leverage remains elevated. We could also lower our rating if it is likely that the company will draw on its revolver to the extent that it triggers the leverage covenant on the facility and does not have a cushion of at least 15% under the covenant or its EBITDA interest coverage approaches 1.5x. "Although unlikely in the next 12 months, we could raise our rating on Pro Mach by one notch if it materially improves its competitive position and reports stronger-than-expected growth in its end markets beyond our expectations. In this scenario, there should be a sustained reduction in debt leverage and management's adoption of a more conservative financial policy that involves maintaining leverage of consistently below 6.5x." REDWOOD EMPIRE: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 14 on Aug. 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Redwood Empire Lodging, LP. About Redwood Empire Lodging Redwood Empire Lodging, LP owns and operates two hotels -- the Best Western Plus located at 208 N. Lake Powell Boulevard, Page, Ariz., and the Best Western Sonoma Winegrower's Inn located at 6500 Redwood Drive Rohnert Park, Calif. Redwood Empire Lodging sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-04678) on June 16, 2021. In the petition signed by Debra Heckert, member, the Debtor disclosed $10 million to $50 million in both assets and liabilities. Isaac M. Gabriel, Esq., at Quarles & Brady, LLP is the Debtor's legal counsel. RIVER BEND MARINA: Hearing on Disclosures Slated for Sept. 23 ------------------------------------------------------------- Judge James J. Robinson of the U.S. Bankruptcy Court for the Northern District of Alabama entered an order setting for September 23, 2021 at 9:30 a.m. a telephonic hearing to consider the approval of the Disclosure Statement of River Bend Marina, LLC. August 28, 2021 is the last day for filing and serving written objections to the Disclosure Statement. A copy of the order is available for free at https://bit.ly/3jiF5qz from PacerMonitor.com. 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. Judge James J. Robinson oversees the case. The Debtor is represented by Robert D. McWhorter Jr., Esq., at Inzer Haney McWhorter Haney & Skelton, LLC. ROMAN CATHOLIC CHURCH: Taps Mark Edwards as Real Estate Broker -------------------------------------------------------------- Roman Catholic Church of the Archdiocese of Santa Fe seeks approval from the U.S. Bankruptcy Court for the District of Mexico to hire Mark Edwards, a real estate broker at Edwards Commercial Realty, LLC. The Debtor requires a real estate broker to sell its property in Albuquerque, N.M. The Debtor will pay a commission of 5 percent of the sale price if the services are rendered only by Mr. Edwards or 6 percent if the broker rendered the services with another agent. Mr. Edwards disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark Edwards Edwards Commercial Realty, LLC 2929 Coors Blvd., NW Suite 202 Albuquerque, NM 87120 Tel: 505-998-7298 Fax: 505-998-7299 About the Archdiocese of Santa Fe The Roman Catholic Church of the Archdiocese of Santa Fe -- https://www.archdiosf.org/ -- is an ecclesiastical territory or diocese of the southwestern region of the United States in the state of New Mexico. At present, the Archdiocese of Santa Fe covers an area of 61,142 square miles. There are 93 parish seats and 226 active missions throughout this area. The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr. D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse claims. It reported total assets of $49,184,579 and total liabilities of $3,700,000 as of the bankruptcy filing. Judge David T. Thuma oversees the case. The archdiocese tapped Elsaesser Anderson, Chtd. and Walker & Associates, P.C., as bankruptcy counsel, Stelzner, Winter, Warburton, Flores, Sanchez & Dawes, P.A as special counsel, and REDW LLC as accountant. SAVI TECHNOLOGY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Savi Technology, Inc. 5285 Shawnee Road, Suite 210 Alexandria, VA 22312 Business Description: Savi Technology, Inc. -- https://www.savi.com/ -- is an innovator in supply chain visibility and sensor technology, providing real-time information about the location, condition and security of in-transit goods and assets. Chapter 11 Petition Date: August 4, 2021 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 21-11369 Debtor's Counsel: Benjamin P. Smith, Esq. SHULMAN, ROGERS, GANDAL, PORDY & ECKER, P.A. 12505 Park Potomac Avenue, Sixth Floor Potomac, MD 20854 Tel: 301-230-5241 Fax: 301-230-2891 E-mail: bsmith@shulmanrogers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Rosemary Johnston as acting president and CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JVCFDQA/Savi_Technology_Inc__vaebke-21-11369__0001.0.pdf?mcid=tGE4TAMA SHARITY MINISTRIES: Hearing Today on UST Bid to Oust Management --------------------------------------------------------------- Andrew R. Vara, the United States Trustee for Region 3, filed a reply in support of the motion he filed, and in response to Debtor Sharity Ministries Inc.'s opposition to the said motion, which seeks to remove the debtor-in-possession, pursuant to Section 1185(a) of the Bankruptcy Code, or alternatively, authorize the Subchapter V Trustee to investigate the Debtor's financial affairs, pursuant to Section 1183(b)(2) of the Bankruptcy Code. The U.S. Trustee asserted that cause exists to remove the Debtor as Debtor-in-Possession, citing that: * Approximately 11 states have all instituted regulatory actions against the Debtor (which has only been in operation for about three years). This high-volume regulatory activity, he said, indicates something is dangerously wrong with the Debtor's business; and * Many of these regulatory actions do not entail mere allegations. In Colorado, Connecticut, Iowa, New Hampshire, New Mexico, Oregon, and Washington the allegations have either led to the Debtor consenting not to operate in those states or findings of fact and conclusions of law by insurance divisions or a court. More importantly, several states and the AlieraCare class action plaintiffs have spoken for themselves, and they agree with the U.S. Trustee that an independent trustee should take control of the Debtor and determine its best course for liquidation. The U.S. Trustee also noted that the contracts with the new third party vendors that were poised to handle the Debtor's operations were only signed, at most, two months before the filing of the bankruptcy case. These vendors are likewise new to the Debtor and do not have historical and institutional knowledge about the Debtor sufficient to warrant a presumption that the Debtor is best suited to manage its affairs. The U.S. Trustee added that the Debtor has now pivoted and re-focused on a liquidation and wind-down, not a rehabilitation, and has provided no justification for continuing to incur the costs of a CRO and other professionals for a process that does not even contemplate a marketing of assets. A copy of the U.S. Trustee's reply is available for free at https://bit.ly/37flP7J from BMC Group, claims and noticing agent. Accordingly, the U.S. Trustee asked that the Court remove the Debtor as debtor-in-possession and direct the appointment of a trustee to oversee and take control of the Debtor's case. Alternatively, should the Court not order the removal of the Debtor as debtor in possession, the U.S. Trustee requested that the Court expand the duties of the Subchapter V Trustee to include investigatory duties under Section 1106 of the Bankruptcy Code. A hearing on the motion is scheduled for August 5, 201 at 1 p.m. (ET). About Sharity Ministries Inc. Established in 2018, Sharity Ministries Inc. is a 501(c)(3) faith-based nonprofit corporation in Roswell, Ga., that operates a health care sharing ministry, a medical cost-sharing arrangement among persons of similarly and sincerely held religious beliefs. Sharity Ministries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-11001) on July 8, 2021. As of March 31, 2021, the Debtor had total assets of $4,496,871 and total liabilities of $2,922,214. Judge John T. Dorsey oversees the case. The Debtor tapped Landis Rath & Cobb, LLP and Baker & Hostetler, LLP as legal counsel, and SOLIC Capital Advisors, LLC as restructuring advisor. Neil Luria of SOLIC serves as the Debtor's chief restructuring officer. BMC Group, Inc. is the claims and noticing agent and administrative advisor. SHOOTING SPORTS: Unsecured Creditors to Recover 3% in Plan ---------------------------------------------------------- Shooting Sports Wholesale, LLC filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a Disclosure Statement describing Chapter 11 Plan dated August 2, 2021. The Debtor's business declined over a period of years and, by year-end 2020, gross sales had declined by nearly 75% from only two years earlier. The COVID-19 Pandemic played a role in the dramatic decline in 2020, but the Debtor's principal and family had loaned funds to the Debtor for several years to maintain operations, so Mr. Warren decided a t the end of 2020 to close the business and file this Chapter 11 case to liquidate remaining assets for the benefit of creditors. Class 3 consists of General Unsecured Claims. The Debtor believes that Allowed General Unsecured Claims total $2,344,295.80. The Debtor will liquidate all of its remaining inventory and other assets by private and public sales no later than September 30, 2021, and will pay all net proceeds, after payment of Administrative Expenses and any Priority Claims, to Allowed General Unsecured Claims in one lump sum no later than October 29, 2021. This payment is expected to represent a payment of approximately 3% of expected Allowed General Unsecured Claims. Allowed General Unsecured Claims shall be paid on a pro rata basis from the net proceeds of asset sales. Class 4 consists of Robert Warren's equity interest in the Debtor. Title to and ownership of all property of the estate will vest in the Debtor upon Confirmation of the Plan, subject to all valid liens of Secured Creditors under the Confirmed Plan. To the extent that Class 3 does not accept the Plan, Robert Warren shall offer $3,000.00 of new Value for the purchase of his equity interests in the estate. In the event that any party desires to offer an amount in excess of $3,000.00 for the purchase of said equity interests, they must do so in writing to Debtor's counsel no later than the court-established deadline for balloting on this plan. The Debtor will sell Class 3 silencers and other assets by private sale and shall liquidate all remaining assets by public auction no later than September 30, 2021. The Debtor anticipates that the net proceeds from these sales, along with deposited funds on hand, will total approximately $72,000.00. The Debtor has a small amount of receivables outstanding, but they total less than $2,000.00 and may not be collectible. All net funds received from receivable collections and the asset sales shall be deposited into the DIP account for payment to creditors. A full-text copy of the Disclosure Statement dated August 2, 2021, is available at https://bit.ly/3yoIiuX from PacerMonitor.com at no charge. About Shooting Sports Shooting Sports Wholesale, LLC, a wholesaler of firearms and ammunition, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 21-01669) on July 27, 2021. The Hon. Joseph N. Callaway oversees the case. At the time of filing, the Debtor disclosed up to $81,766 in assets and up to $2,344,295 in liabilities. PAUL D. BRADFORD, PLLC, led by Danny Bradford, is the Debtors' counsel. SKY STEEL INC: Gets OK to Hire BransonLaw PLLC as Legal Counsel --------------------------------------------------------------- Sky Steel, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ BransonLaw, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. prosecuting and defending any causes of action on behalf of the Debtor; b. preparing applications, motions, reports and other legal papers; b. assisting in the formulation of a plan of reorganization; and c. providing all other services of a legal nature. BransonLaw will be paid at hourly rates ranging from $200 to $495 and a retainer in the amount of $7,176. The firm will also receive reimbursement for out-of-pocket expenses incurred. Jeffrey Ainsworth, Esq., a partner at BransonLaw, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. BransonLaw, PLLC 1501 E. Concord St. Orlando, FL 32803 Tel: (407) 894-6834 Fax: (407) 894-8559 Email: jeff@bransonlaw.com jacob@bransonlaw.com About Sky Steel Inc. Sky Steel, Inc., a Casselberry, Fla.-based company in the structural steel erection business, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-02638) on June 9, 2021. In the petition signed by Stephen P. Collins, authorized representative, the Debtor disclosed $75,908 in assets and $1,689,320 in liabilities. Judge Lori V. Vaughan oversees the case. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC is the Debtor's legal counsel. SKYPATROL LLC: Oct. 5 Disclosure Statement Hearing Set ------------------------------------------------------ On July 29, 2021, debtor Skypatrol LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement in connection with Plan of Reorganization. On Aug. 2, 2021, Judge Robert A. Mark ordered that: * Oct. 5, 2021, at 1:30 p.m. via video conference is the hearing to consider approval of the disclosure statement. * Sept. 5, 2021, is the deadline for service of order, Disclosure Statement and Plan. * Sept. 28, 2021, is the deadline for objections to Disclosure Statement. A copy of the order dated August 2, 2021, is available at https://bit.ly/3A1iINc 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. SM-T.E.H. REALTY: Creditors to Get Liquidation, Litigation Proceeds ------------------------------------------------------------------- SM-T.E.H. Realty 4, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a Disclosure Statement with respect to Plan of Liquidation dated August 1, 2021. Prior to the Petition Date, the Debtor, through various management companies, owned and operated a 300 unit apartment complex commonly known as Bridgeport Crossing and located at 4015 Brittany Circle, St. Louis, Missouri (the "Property"). The Property fell in to substantial disrepair and the Debtor was unable to collect rents. Fannie Mae, the Debtor's principal creditor and primary lienholder against the Property gave notice of a foreclosure sale on April 21, 2020. The Debtor commenced this case under Chapter 11 with the goal of selling the Property for a sum sufficient to satisfy Fannie Mae's claim and provide for a meaningful distribution to other creditors. Upon commencement of this case, the Debtor instituted a sale process through the assistance of a brokerage. That sale process resulted in an offer for the purchase of the Property for the sum of $10 million. The bankruptcy court entered its Order approving the sale of the property on June 3, 2020, and the sale closed on June 8, 2020. following payment to Fannie Mae and other lien holders such as taxing authorities, the Debtor received aggregate distributions in the amount of $533,252.48. The debtor continues to hold those funds subject to further orders of the bankruptcy court. After payment of administrative claims such as professional fees, the debtor believes substantial funds will be available for distribution to unsecured creditors. The Plan contemplates the liquidation of the Debtor's assets and prosecution of other litigation in order to recover damages and claw back of the Debtor's cash. On the Effective Date, all causes of action shall vest in and be prosecuted by the Liquidating Trustee for the benefit of the Liquidating Trust. The Liquidating Trust shall be advised by the Liquidating Trust Advisory Committee, and will have the ability to retain counsel and other professionals. All proceeds from the liquidation of assets and litigation will be paid to the Liquidating Trust, which will make distributions to creditors. Class 1 consists of Secured Claims, is impaired and entitled to vote to accept or reject the Plan. Each holder of an Allowed Secured Claim shall receive, at the sole option of the Liquidating Trustee, Cash up to the full amount of such Allowed Secured Claim or the collateral securing its Allowed Secured Claim, on or as soon as practicable after the latest to occur of (i) the Effective Date; (ii) the first Business Day after the date that is 10 Business Days after the date such Claim becomes an Allowed Other Secured Claim; and (iii) the date or dates agreed to by the Liquidating Trustee and the holder of the Allowed Secured Claim. Class 2 consists of Allowed Unsecured Claim, is impaired and is entitled vote to accept or reject the Plan. Except to the extent that a holder of an Allowed General Unsecured Claim has been paid by the Debtor prior to the Effective Date or agrees to a less favorable classification and treatment, each holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of remaining Cash. Distributions to holders of Allowed General Unsecured Claims shall be made as soon as practicable as the Liquidating Trustee may determine in its sole discretion. Class 3 consists of equity interests in the Debtor, is impaired and is deemed to have rejected the Plan. The holders of Allowed Interests in Class 3 shall receive distributions under the Plan only in the event all claims against the Debtor are satisfied in full. A full-text copy of the Disclosure Statement dated August 1, 2021, is available at https://bit.ly/3ythsCg from PacerMonitor.com at no charge. Counsel to the Debtor: Steven M. Wallace, Esq. Silver Lake Group, Ltd. 6 Ginger Creek Village Drive Glen Carbon, IL 62034 Telephone: (618) 692-5275 Email: steve@silverlakelaw.com About SM-T.E.H. Realty 4 SM-T.E.H. Realty 4, LLC, is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 4015 Brittany Circle Bridgeton, Mo. SM-T.E.H. Realty 4 sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 20-42148) on April 21, 2020. The petition was signed by Michael Fein, Debtor's manager. At the time of the filing, the Debtor disclosed estimated assets of $10 million to $50 million and estimated liabilities of the same range. Judge Kathy A. Surratt-States oversees the case. The Debtor tapped Steven M. Wallace, Esq., at Silver Lake Group, Ltd., as its counsel. SOMETHING SWEET: Two More Creditors Appointed to Committee ---------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Steadfast Staffing Solutions and Chase Pecan as new members of the official committee of unsecured creditors in the Chapter 11 cases of Something Sweet Acquisition, Inc. and its affiliates. As of Aug. 2, the members of the committee are: 1. Choptank Transport, Inc. Attention: James Lee 3601 Choptank Road P.O. Box 99 Preston, MD 21655 Phone: (410) 673-1240 E-mail: james.lee@choptanktransport.com 2. Bunge Loders Croklaan Attention: Greg Zemaitis 1391 Timberlake Manor Parkway Chesterfield, MO 63017 Phone: (636) 292-2604 E-mail: Greg.Zemaitis@Bunge.com 3. Archer Daniels Midland Co. Attention: Mark Speiser 4666 Faries Parkway Decatur, IL 62526 Phone: (217) 451-7546 E-mail: Mark.Speiser@adm.com 4. Steadfast Staffing Solutions Attention: Ted Mannello 193 Grand St. 1st Floor Waterbury, CT 06702 Phone: (203) 627-8470 Fax: (203) 596-8930 E-mail: tmannello@steadfaststaffing.net 5. Chase Pecan Attention: Randall Robinson 2803 West Wallace San Saba, TX 76877 Fax: (503) 334-4367 E-mail: sansabalaw@gmail.com About Something Sweet Acquisition Something Sweet Acquisition, Inc., a grocery and related product merchant wholesaler based in New Haven, Conn., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-10992) on July 20, 2021. At the time of the filing, Something Sweet Acquisition had between $1 million and $10 million in both assets and liabilities. Judge Benjamin A. Kahn oversees the cases. Bielli & Klauder LLC and The Peakstone Group, LLC serve as the Debtor's legal counsel and investment banker, respectively. The U.S. Trustee for Region appointed an official committee of unsecured creditors in the Debtors' cases on July 21, 2021. The committee is represented by Rafael Xavier Zahralddin-Aravena, Esq. SONOMA PHARMACEUTICALS: Director Barbari Won't Stand for Reelection ------------------------------------------------------------------- Sharon Barbari, Sonoma Pharmaceuticals, Inc.'s director, chair of the audit committee and member of the compensation and nominating and corporate governance committee notified the company that she does not intend to stand for re-election at its upcoming annual meeting of stockholders on Sept. 15, 2021 due to personal reasons. Sonoma Pharmaceuticals said, "There have been no disagreements between Ms. Barbari and us. We are grateful to Ms. Barbari for her dedicated service on our board for over seven years and wish her the best in her future endeavors. We are currently searching for a new board member to replace Ms. Barbari." About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com-- is a global healthcare company that develops and produces stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, animal health care, eye care, oral care and dermatological conditions. The Company's products reduce infections, itch, pain, scarring and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral and anti-inflammatory properties. Its stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate skin and oxygenates the cells in the area treated assisting the body in its natural healing process. The Company sells its products either directly or via partners in 54 countries worldwide. Sonoma Pharmaceuticals reported a net loss of $3.95 million for the year ended March 31, 2021, compared to a net loss of $3.31 million for the year ended March 31, 2020. As of March 31, 2021, the Company had $14.99 million in total assets, $9.62 million in total liabilities, and $5.36 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since at least 2006, issued a "going concern" qualification in its report dated July 14, 2021, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SOO HOTELS: Seeks to Employ Robert Bassel as Bankruptcy Counsel --------------------------------------------------------------- Soo Hotels, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Robert Bassel, Esq., an attorney practicing in Clinton, Mich., to handle its Chapter 11 case. Mr. Bassel will be paid at an hourly rate of $350. The Debtor paid $11,740 to the attorney as a retainer fee and $1,738 as Chapter 11 filing fee. Mr. Bassel disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert Bassel, Esq. Clinton, MI 49236 Tel: (248) 835-7683 Email: bbassel@gmail.com About Soo Hotels Soo Hotels, Inc. filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 21-45708) on July 7, 2021. At the time of the filing, the Debtor had between $500,000 and $1 million in both assets and liabilities. Dominic Shammami, principal, signed the petition. Robert Bassel serves as the Debtor's legal counsel. SOTHEBY: S&P Assigns 'B+' Rating on New $300MM Sr. Secured Notes ---------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to Sotheby's $300 million senior secured notes. The '3' recovery rating reflects its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a hypothetical default. The issuance is the result of the completed automatic exchange of the senior notes issued by BidFair Holdings (a parent holding company of Sotheby's) into senior secured obligations with Sotheby's as a co-issuer. S&P said, "We initially rated the senior BidFair notes 'B-' with a '6' recovery rating, reflecting our view of them as structurally subordinated when issued in May 2021. The exchange has occurred because Sotheby's attained sufficient incurrence covenant headroom under its existing debt agreement, and therefore the notes were automatically exchanged into the new senior secured notes. The new Sotheby's notes rank pari passu with existing first-lien secured debt rated at Sotheby's. Sotheby's is also pursuing a repricing of its term loan, which we do not expect to have any impact on our ratings." S&P said, "Our 'B+' issuer credit rating and stable outlook on Sotheby's and the issue-level and the '3' recovery ratings on its senior secured obligations are unaffected by the transaction. The stable outlook reflects our expectation that the company will sustain good performance while expanding its top-line revenue and implementing expense controls, which will enable it to increase profit." ISSUE RATINGS – RECOVERY ANALYSIS S&P Global Ratings' hypothetical default contemplates a significant sustained decline in the worldwide art auction market, potentially due to a prolonged global economic downturn. This, in combination with increased competition in the industry, leads to a precipitous and sustained drop in Sotheby's revenue and margins. If Sotheby's were to default, S&P believes there would continue to be a viable business model due largely to the strength of its brand name. Therefore, S&P believes lenders would achieve the greatest recovery of principal through reorganization of the company rather than liquidation. Based on this, S&P assumes the company emerges from a bankruptcy event and value it on a going-concern basis by applying a 6x multiple to the projected emergence-level EBITDA. The decline in S&P's recovery expectations for the company's senior secured debt to 50% from 55% reflects the impact of the increase in secured obligations with the completed exchange. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA at emergence: $167 million -- Implied enterprise value (EV) multiple: 6x -- Estimated gross EV at emergence: about $1 billion Simplified waterfall -- Net EV after 5% administrative costs: $950 million -- Valuation split (obligors/nonobligors/unpledged): 100%/0%/0% -- Senior secured claims: about $1.9 billion* --Senior secured recovery expectations: 50%-70% (rounded estimate: 50%) *All debt amounts include six months of prepetition interest. SOUND HOUSING: Creditors Schwarz and Tee Say Disclosure Inadequate ------------------------------------------------------------------ Creditors Julia Schwarz and Edmund Tee object to the motion of debtor Sound Housing, LLC for Order Approving Disclosure Statement. The objecting creditors are not necessarily opposed to the Debtor remaining in possession and confirming a Chapter 11 plan. The current disclosure, however, does not provide any information that would be useful in assessing the prospects of recovery in Chapter 11. The Debtor should amend the Disclosure Statement to provide financial projections and related information, as follows: * The portion of the Disclosure Statement that addresses payments to creditors—Section VII—states only that "All real estate will be sold, and all funds will be distributed to creditors." There is no estimate of gross recoveries, anticipated net proceeds, percentage distributions, or time needed for liquidation. * The "Liquidation Summary" in Section IX is plainly inadequate. Although the plan is referred to as a "liquidating plan," it is not a pure liquidation. The Debtor intends to put additional funds into development of the property to be sold. The projected costs for that development, and the source of funds, are not explained. The Debtor is not intending to sell the property as-is, so it is necessary to compare estimated post-development net recovery to current as-is value. * In addition to holding general unsecured claims, the objecting creditors are secured in the property at 13328 132nd, Kirkland. The Debtor states that this property is not currently marketable, in that it still needs permits at an estimated cost of $20,000. Additionally, the Plan provides that the property will be developed and then sold within 2.5 years, but the Debtor does not explain why it would take anything like 2.5 years to get the property sold. * The Disclosure Statement states (Section VII) that the Debtor is investigating insider preference payments to its principal Tatiana Gershanovich. The information provided is quite vague. The possible amount of possible avoidance recoveries is not stated. Since Ms. Gershanovich is going to continue to be the manager of the company postconfirmation (Section XI), some explanation for how the Debtor intends to navigate the potential conflict issues should be provided. A full-text copy of Julia Schwarz and Edmund Tee's objection dated August 2, 2021, is available at https://bit.ly/3jp25nQ from PacerMonitor.com at no charge. Attorneys for Julia Schwarz and Edmund Tee: WENOKUR RIORDAN PLLC Alan J. Wenokur 600 STEWART STREET, SUITE 1300 SEATTLE, WASHINGTON 98101 206.682.6224 (WENOKUR) 206.903.0401 (RIORDAN) About Sound Housing LLC Sound Housing LLC filed its Chapter 11 petition (Bankr. W.D. Wash. Case No. 21-10341) on Feb. 19, 2021. At the time of filing, the Debtor had $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Marc Barreca presides over the case. Jacob D DeGraaff, Esq., at Henry & DeGraaff, P.S., is the Debtor's legal counsel. SPHERATURE INVESTMENTS: Wins Cash Collateral Access Thru Sept. 6 ---------------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Spherature Investments LLC and its debtor-affiliates to use cash collateral to pay, pursuant to the budget, reasonable and necessary operating expenses to prevent irreparable damage to the Debtors' bankruptcy estates. The Debtors' right to use cash collateral shall commence on the Petition Date and expire at 11:59 p.m. (CST) on September 6, 2021. As reported by the Troubled Company Reporter, Montgomery Capital Advisers, LLC serves as collateral agent on behalf of secured parties and asserts a claim of at least $5,500,101 in aggregate principal amount against the Debtors. As adequate protection to the Lender: a. the Debtors shall pay to the Lender accrued interest (at the non-default rate of 16%) amounting to $73,335. Any Adequate Protection Payments paid to Lender under the Interim Order are subject to claw back and repayment to the Estates upon the Court's entry of a non-appealable final order, directing the Lender to return said Adequate Protection Payments to the Estates; b. The Debtors shall pay all fees and expenses payable to the Lender under the Loan Documents, including the reasonable attorney fees and expenses and any other professional fees and expenses incurred on or after the Petition Date; c. The Lender is granted, subject to the Carve-Out, replacement liens and security interests in all assets acquired by the Debtors after the Petition Date of the same kind, category and character that Lender held a perfected lien against as of the Petition Date, specifically including all cash proceeds arising from such property acquired by the Debtors after the Petition Date, in the same nature, extent, priority, and validity that such liens, if any, existed on the Petition Date, to the extent of the aggregate diminution in value of the Collateral; and d. The Lender shall be entitled to an allowed superpriority administrative expense claim under Sections 503 and 507 of the Bankruptcy Code to the extent that the adequate protection provided under the interim order proves inadequate to cover any diminution in value of the Collateral; provided that the Adequate Protection Superpriority Claim shall be junior only to the Carve-Out. Notwithstanding anything to the contrary, any statutory liens of Plano Independent School District shall not be primed by any liens granted pursuant to the Cash Collateral Orders to the extent the Tax Liens are valid, senior, perfected, enforceable, and unavoidable. A copy of the interim order is available for free at https://bit.ly/37a2yV9 from Stretto, claims agent. Final hearing on the motion is scheduled for September 2, 2021 at 10 a.m. by telephone. Objections must be filed and served not later than 5 p.m. (CT) seven calendar days prior to the hearing. About Spherature Investments LLC Spherature Investments LLC and its affiliates, including WorldVentures Marketing, LLC, sought Chapter 11 protection (Bankr. E.D. Tex. Lead Case No. 20-42492) on Dec. 21, 2020. In the petition signed by Michael Poates, chief operating officer, the Debtors disclosed up to $10 million in both assets and liabilities. WorldVentures Marketing -- http://worldventures.com-- sells travel and lifestyle community memberships providing a diverse set of products and experiences. At the time of filing, Spherature Investments estimated $50 million to $100 million in assets and liabilities. The Hon. Brenda T. Rhoades is the case judge. The Debtors tapped Foley & Lardner, LLP as counsel and Larx Advisors, Inc. as restructuring advisor. Stretto is the claims agent. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on Jan. 22, 2021. STERLING INTERMEDIATE: S&P Upgrades ICR to 'B', On Watch Positive ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on background screening services provider Sterling Intermediate Corp. and its issue-level rating on its first-lien debt to 'B' from 'B-' and placed the ratings on CreditWatch with positive implications. S&P intends to resolve the CreditWatch when the IPO closes, at which point it expects to raise its issuer credit and issue-level ratings on the company. The upgrade reflects Sterling's reduced debt leverage and our expectation for favorable U.S. hiring trends in the second half of 2021. The company's revenue and S&P Global Ratings-adjusted EBITDA for the last 12 months surpassed its results in 2019. S&P said, "Therefore, we have revised our revenue and EBITDA assumptions to reflect its strong year-to-date performance and our expectation for healthy hiring trends across its verticals, including financial services, technology and media, and health care. In addition, we believe the recent increase in the number of job openings in the U.S. is likely due to the extension of unemployment benefits, continued fear of contracting COVID-19 in the workplace, and the limited availability of child care resources. While this rise is likely temporary, we believe the background screening industry may benefit from the increased pipeline of job openings." S&P said, "We view the planned IPO as credit positive because it would further reduce Sterling's leverage. The company plans to raise new equity from its IPO and use the proceeds from the offering to repay a portion of its outstanding first-lien debt, which amounted to about $614 million as of June 30, 2021. We estimate that a successful IPO would enable the company to reduce its leverage well below 4.0x in 2021 and lead it to maintain a more conservative long-term financial policy, which we view as a common characteristic of public companies." CreditWatch S&P said, "The positive CreditWatch reflects that there is at least a one-two likelihood we could raise the rating within 90 days. This is based on Sterling successfully completing its IPO, which we expect to occur in the next 60 days. As part of our CreditWatch resolution, we will consider the final amount of proceeds it receives from the proposed transaction as well as the amount it allocates for debt repayment. "We could upgrade Sterling to 'B+' if we anticipate it will sustain pro forma S&P Global Ratings-adjusted leverage comfortably below 5x and free operating cash flow (FOCF) to debt in the high-single digit percent area while committing to follow a supportive financial policy and maintaining a solid liquidity profile." STONEMOR INC: All Four Proposals Passed at Annual Meeting --------------------------------------------------------- At the Annual Meeting of Stockholders of StoneMor Inc., the Company's stockholders: (1) elected Andrew Axelrod, Spencer E. Goldenberg, David Miller, Stephen J. Negrotti, Kevin D. Patrick, Joseph M. Redling, and Patricia D. Wellenbach as directors; (2) ratified Grant Thornton LLP as the Company's independent registered accounting firm for the fiscal year ending Dec. 31, 2021; (3) approved, in a non-binding advisory vote, the compensation of the Company's named executive officers; and (4) approved an amendment to the Company's Certificate of Incorporation to increase the supermajority vote of stockholders required to approve certain matters from 66- 2/3% to 85%. About StoneMor Inc. StoneMor Inc. (http://www.stonemor.com),headquartered in Bensalem, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 304 cemeteries and 70 funeral homes in 24 states and Puerto Rico. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. StoneMor reported a net loss of $8.36 million for the year ended Dec. 31, 2020, compared to a net loss of $151.94 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $1.68 billion in total assets, $1.77 billion in total liabilities, and a total stockholders' deficit of $96.53 million. T-MOBILE US: S&P Raises ICR to 'BB+', Outlook Stable ---------------------------------------------------- S&P Global Ratings raised its issuer credit and senior unsecured debt ratings on U.S.-based wireless service provider T-Mobile US Inc. to 'BB+' from 'BB'. As part of the ratings upgrade, S&P loosened T-Mobile's upgrade trigger at the 'BB' ratings level to 4.5x from 4x, reflecting these strong operating trends and its view that risk from the integration has diminished. The 'BBB-' rating on T-Mobile's secured debt is unchanged, reflecting the likelihood that an issuer might have to pledge security to raise new debt or roll over existing debt if its credit quality deteriorates. The stable outlook reflects S&P's expectation that leverage will remain below 4.5x and should improve over the next year--but not enough to warrant another upgrade. S&P said, "The upgrade reflects the revision in our upgrade trigger to 4.5x from 4.0x as well as T-Mobile's continued momentum in growing its postpaid market share and service revenue, which should help it reduce leverage. Absent material spending in Auction 110, which is expected to begin in October 2021, we expect T-Mobile to maintain S&P Global Ratings-adjusted leverage comfortably below 4.5x. Our current base-case forecast assumes that leverage will decline to 4.2x in 2021 and 4x in 2022. This is based on our expectation for continued earnings growth and improving FOCF generation." In the second quarter of 2021, the company's service revenue increased 9.5% year-over-year, beating AT&T Inc.'s 5.0% and Verizon Communications Inc.'s 5.9%. Furthermore, its postpaid phone churn remains low at 0.87%, although still somewhat higher than that of its peers. Postpaid phone net adds were healthy at 627,000 but lagged the 789,000 recorded by AT&T, which has been offering very aggressive promotions to capture share. T-Mobile also raised its guidance across the board, including postpaid net adds by about 500,000 subs, core adjusted EBITDA by $150 million, and synergies by $100 million, demonstrating the overall strength of the business and management's ability to execute the integration. T-Mobile's increased synergy target and continued low churn give us greater confidence that the company is executing well on its integration strategy. It expects to achieve run-rate synergies of $7.5 billion by 2024, about 25% higher than its original $6 billion target when the merger closed. S&P said, "We believe this new target is achievable and expect the company to reach about $3 billion of run-rate synergies by the end of 2021, having demonstrated solid execution to date. Perhaps more surprising has been T-Mobile's ability to keep postpaid phone churn levels low (less than 1%) given the elevated postpaid churn at Sprint (it was about 1.9% when the deal closed). Furthermore, T-Mobile now carries about 80% of Sprint's traffic on its network, and one-third of its customers have migrated to the T-Mobile network. Still, our current upgrade trigger of leverage below 3.75x incorporates the complexities of migrating customers from Sprint's network, which could result in higher churn and margin compression." T-Mobile's mid-band spectrum position gives it a competitive advantage. S&P believes that the company's mid-band spectrum will be critical in differentiating its 5G network capabilities because it has better propagation than the mmWave spectrum and superior throughput characteristics than low-band spectrum. Management expects to cover 200 million people in the coverage area (POPs) with the 2.5 GHz band by the end of 2021, 250 million by 2022, and 300 million by 2023. In contrast, Verizon stated that it would cover about 100 million POPs 12 months after the C-band auction was completed (February 2021) and 175 million by 2022-2023. Despite mature industry conditions and aggressive competition, S&P expects T-Mobile's operating trends to remain healthy. With U.S. wireless industry penetration rates around 100% and increasing competition from the incumbent cable providers, near-term industry growth opportunities appear limited. However, T-Mobile's marketing strategy and lower prices than AT&T and Verizon should allow it to capture share in the high-margin postpaid segment. Furthermore, management believes its nationwide deployment of 5G wireless service positions it well to expand distribution into underpenetrated markets that account for about 130 million people and among business customers. In rural service areas, its market share is low (the low-teens percent area) compared to its nationwide average market share of about 30%. The company believes it can grow its share to approximately 20% within five years and has made good progress to date, with about one-third of its new account activations from smaller markets and rural areas during the second quarter of 2021. In addition to building out its 5G network, T-Mobile plans to expand its distribution by adding 200 stores in rural markets and partnering with Walmart to offer service in 1,000 new rural locations. Similarly, the company's market share among business customers is less than 10% (Verizon and AT&T dominate this segment); management believes it can grow this share to nearly 20% over the next five years. S&P said, "We believe these goals are reasonable given the company's buildout plans, improved distribution, and effective marketing strategy, which should contribute to healthy subscriber and service revenue growth over the next couple of years. "Longer-term leverage improvement beyond T-Mobile's 2.5x target is unlikely. We believe that as integration expenses (which we include in our EBITDA and leverage calculations) wind-down and synergies ramp-up, the company has good prospects to improve leverage to the mid-3x area by 2023, which would support a higher rating to 'BBB-'. However, we expect T-Mobile to participate in future spectrum auctions, which could be financed with debt, to bolster its spectrum advantage relative to AT&T and Verizon. Absent spectrum purchases, management is likely to allocate future cash flows to share repurchases, in our view. The company has already indicated the potential to buy-back up to $60 billion of stock from 2023 to 2025, which will likely constrain longer-term leverage improvement beyond its net leverage target in the mid-2x area. We estimate its current leverage is about 1x higher on an S&P Global Ratings-adjusted basis, though these metrics will converge over time as integration expenses wind down. That said, in our view T-Mobile's current financial policy is supportive of an investment-grade rating. "The stable outlook reflects our expectation that T-Mobile's leverage will remain below 4.5x and should improve over the next year from postpaid market-share gains, earnings growth, and higher FOCF. Despite this positive momentum, we do not expect leverage will decline to 3.75x or lower in the near term given the potential for debt-financed spectrum purchases.' S&P could lower the rating if leverage remains above 4.5x on a sustained basis. This could happen if: -- T-Mobile experiences execution missteps during the integration of Sprint that result in higher churn, weaker service revenue trends, limited margin improvement, and lower FOCF; or -- The company pursued a more aggressive financial policy, which included share repurchases over the next year, or spent aggressively in upcoming spectrum auctions. S&P could raise the ratings on T-Mobile if: -- Its adjusted leverage declines to below 3.75x on a sustained basis; or -- The company progresses on its integration of Sprint without any operational missteps, which would be demonstrated by increased synergy realization, approaching its $7.5 billion of run rate synergies, while maintaining postpaid churn of about 1%. If this were to occur, S&P could consider loosening the threshold for an upgrade to above 3.75x, which could then result in an upgrade, depending on the company's leverage at the time. TELEPHONE AND DATA: Moody's Affirms Ba1 CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service affirmed Telephone and Data Systems, Inc.'s (TDS) Ba1 corporate family rating, Ba1-PD probability of default rating, Ba2 rating on senior unsecured notes outstanding at TDS and maintained the company's SGL-1 speculative grade liquidity rating. Moody's downgraded the senior unsecured notes at TDS's 82% owned wireless subsidiary, United States Cellular Corporation (US Cellular), to Ba2 from Ba1 based on the increase in the amount of debt structurally senior to US Cellular's senior unsecured notes following the company's plan to redeem all of US Cellular's $342 million of outstanding 6.95% senior unsecured notes due 2060. This redemption will be fully funded with remaining available capacity under US Cellular's recently upsized $450 million equipment installment plan receivables securitization facility, which is a component of the larger aggregate level of structurally senior debt at TDS and US Cellular that ranks senior to US Cellular's senior unsecured notes which have been downgraded. This instrument level downgrade was not a result of any deterioration in the underlying credit profile of TDS or its subsidiary, US Cellular. The company's outlook remains stable. Issuer: United States Cellular Corporation Senior Unsecured Regular Bond/Debenture (Local Currency), Downgraded to Ba2 from Ba1 Outlook, Remains Stable Issuer: Telephone and Data Systems, Inc. Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Preferred Stock (Local Currency), Affirmed Ba3 Senior Unsecured Regular Bond/Debenture (Local Currency), Affirmed Ba2 Outlook, Remains Stable RATINGS RATIONALE The Ba1 corporate family rating benefits from TDS's modest leverage, very good liquidity, a fairly conservative controlling shareholder and several valuable non-core investments, including the US's fifth largest wireless tower portfolio and a 5.5% minority stake in a wireless partnership with Verizon Communications Inc. (Baa1 stable) in the Los Angeles market. Moody's believes US Cellular's tower portfolio and wireless partnership stake could be effectively monetized either partly or fully in order to provide additional financial flexibility if necessary. TDS's recent and continuing balance sheet refinancing efforts -- which includes an increase in lower cost, structurally senior debt at US Cellular -- lowers the cost of debt financing and frees up additional operating cash flow for network infrastructure investment, which Moody's views as credit positive. TDS's rating is constrained by its limited scale and the intense competitive challenges that it faces as a relatively small regional wireless and broadband operator in largely mature and competitive end markets. TDS's wireline operations are broadband focused and the company seeks to prudently deploy fiber and build infrastructure in both new and existing markets to grow and defend market share and harness broadband demand trends. The bulk of TDS's consolidated revenue and EBITDA are derived from its 82%-owned subsidiary, US Cellular, which is currently operating in a significant buildout phase as it steps up execution of the commercial launch of 5G wireless services in 2021 and 2022. US Cellular is investing in network, equipment and spectrum licenses critical to maintaining its competitive positioning and retaining and attracting customers. US Cellular's service revenue growth has been partly driven by service upgrade activity to unlimited plans. The company demonstrated demand resilience similar to the overall wireless industry as negative impacts from COVID-19 continue to abate. US Cellular's total postpaid churn remains low and in line with industry trends. US Cellular's 4.9 million total retail postpaid and prepaid connections at the end of the first quarter of 2021 were up 1.0% compared with the same period in the prior year. US Cellular's company-defined adjusted EBITDA margin improved to 29.5% in Q1 2021 from 29.2% in the prior year's comparable quarter, with lower SG&A expense a main driver. The company's commitment to necessary capital investment in network infrastructure to support capacity needs and future growth was demonstrated by its $1.3 billion of winning bids in the FCC's recently completed C-band spectrum auction. Moody's believes US Cellular's lack of scale will limit its ability to significantly improve margins and cash flow over the next two years until its 5G strategy is more fully implemented. TDS's SGL-1 speculative grade liquidity rating indicates Moody's expectation that the company will sustain very good liquidity through the next 12 to 18 months. TDS maintains a strong liquidity profile characterized by large cash balances and no debt maturities until 2027 when TDS's $200 million term loan and US Cellular's $300 million term loan become due; the next sizable maturity is not until 2033. As of March 31, 2021, TDS had aggregate cash, cash-equivalents and short-term investments of $1.0 billion and a $400 million committed bank credit facility. US Cellular also maintains its own revolving credit facility of $300 million. Both companies' lines of credit were effectively unutilized as of March 31, 2021 (except for $1 million of outstanding letters of credit on TDS's facility and $2 million of outstanding letters of credit on US Cellular's facility); both now expire in July 2026. Per its recent upsizing, US Cellular also has a $450 million receivables securitization agreement to permit secured borrowings under its equipment installment plan receivables for general corporate purposes; no capacity availability is expected under this agreement pro forma for the $342 million planned redemption of US Cellular's 6.95% senior unsecured notes due 2060 on September 1, 2021. For year-end 2021, Moody's expects TDS's reported capital spending to be about $1.3 billion and total common and preferred dividends to be about $100 million, resulting in about $265 million of negative free cash flow. Existing cash balances and external liquidity sources are more than ample to fund negative free cash flow over this period. Moody's expects negative free cash flow to begin contracting in late 2022 largely due to moderating capital investing activity in US Cellular's 5G-related network modernization plans. Moody's expects continued but prudent capital investment intensity at TDS's wireline subsidiary under its targeted fiber overbuild strategy. Moody's expects these buildouts will be met with internal and external sources of liquidity sufficient to fund any cash shortfalls. TDS is a controlled company because over 50% of the voting power for the election of directors of TDS is held by the trustees of the TDS Voting Trust. The company's financial policies are conservative, including maintaining a strong balance sheet with ample liquidity allowing optionality and flexibility, including a focused use of long dated repayment obligations. The company's moderate leverage is necessary in light of the competitive nature of its end markets and the high capital investing requirements which may result in periods of negative free cash flow. TDS has a $250 million share repurchase authorization that does not have an expiration date. Moody's believes repurchases of stock will remain measured, as in the past. US Cellular purchases its own stock regularly which aids in TDS' maintenance of an 80% ownership stake. Based on Moody's expectations of the company's cash needs, Moody's expects both companies' revolving credit facilities to remain undrawn over the next 12 months. The instrument ratings reflect both the probability of default of TDS, as reflected in the Ba1-PD probability of default rating, an average expected family recovery rate of 50% at default and the loss given default assessment of the debt instruments in the capital structure based on a priority of claims. The Ba2 rating of senior unsecured debt at both TDS and TDS's 82%-owned operating subsidiary, US Cellular, reflects an increased amount of structurally senior debt in the capital structure. TDS and US Cellular's senior unsecured revolvers and senior unsecured term loans (all unrated) and US Cellular's equipment installment plan receivables securitization facility (unrated) are all ranked ahead of TDS's and US Cellular's senior unsecured notes, primarily reflecting the unconditional guarantees provided to both companies by certain TDS and US Cellular subsidiaries; the equipment installment plan receivables securitization facility benefits from an additional security interest in equipment receivables collateral. The Ba3 rating of TDS's cumulative redeemable perpetual preferred stock reflects its junior position in the capital structure and is one notch below the Ba2 ratings on the senior unsecured debt at TDS and US Cellular. The stable outlook reflects Moody's view that TDS and its US Cellular subsidiary will demonstrate stable to growing revenue in 2021 and 2022 and that TDS's consolidated leverage (Moody's adjusted) will remain below 3.5x for the next two years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS: Moody's would consider an upgrade if TDS's leverage (Moody's adjusted) were sustained below 2.5x and free cash flow as a percentage of debt grew to the mid to high single-digits accompanied by consistent revenue and profitability growth. Moody's could downgrade TDS's ratings if leverage is likely to be above 3.5x (Moody's adjusted) for an extended period and free cash flow remains negative or if revenue and profitability trends weaken and persist. Also, a decision by US Cellular or TDS to sell a material amount of assets (such as spectrum, towers or wireline properties) and distribute proceeds to shareholders could also lead to a ratings downgrade The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Headquartered in Chicago, Illinois, Telephone and Data Systems, Inc. (TDS) is a diversified telecommunications company with approximately 5.0 million wireless customers and 1.2 million wireline and cable connections in 31 states within the US. TDS provides wireless operations through its 82% owned subsidiary, US Cellular, and conducts its wireline and cable operations through its wholly owned subsidiary, TDS Telecommunications Corporation. VBI VACCINES: Incurs $17.5 Million Net Loss in Second Quarter ------------------------------------------------------------- VBI Vaccines Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $17.48 million on $142,000 of revenues for the three months ended June 30, 2021, compared to a net loss of $9.51 million on $184,000 of revenues for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $35.12 million on $443,000 of revenues compared to a net loss of $17.87 million on $599,000 of revenues for the same period during the prior year. As of June 30, 2021, the Company had $224.63 million in total assets, $26.07 million in total current liabilities, $30.48 million in total non-current liabilities, and $168.08 million in total stockholders' equity. The Company had an accumulated deficit of $343,741,000 as of June 30, 2021 and cash outflows from operating activities of $17,362,000 for the six months ended June 30, 2021. The Company said it will require significant additional funds to conduct clinical and non-clinical trials, achieve regulatory approvals, and, subject to such approvals, commercially launch its products. The Company plans to finance near term future operations with existing cash and cash equivalent reserves. Additional financing may be obtained from the issuance of equity securities, the issuance of additional debt, and/or revenues from potential business development transactions, if any. There is no assurance the Company will manage to obtain these sources of financing, if required. The above conditions raise substantial doubt about the Company's ability to continue as a going concern. Jeff Baxter, VBI's president and CEO commented: "The second quarter of 2021 was a data-rich period for the Company, with positive results across our lead programs, leading to meaningful advancement of our pipeline. As a result of the encouraging data reported in Q2, the FDA granted Fast Track Designation for VBI-1901 in recurrent GBM, we demonstrated the potency of the eVLP particulate delivery platform against COVID-19, supporting the assessment of our COVID-19 Beta variant vaccine candidate in the next phase of development, and we initiated a first-in-class Phase 2 combination study assessing a potential functional cure regimen for chronic HBV infection. Additionally, as we advance towards our PDUFA target action date for our 3-antigen prophylactic HBV vaccine candidate, we continue to lay the groundwork for the commercial launch, subject to regulatory approvals. The AMA established a unique CPT Code for a 3-antigen (S, Pre-S1, Pre-S2) Hepatitis B (HBV) Vaccine, a meaningful milestone as it reinforces the scientific differentiation of our candidate and enables a streamlined reimbursement process. At the beginning of the year, we laid out an ambitious and aggressive plan for the development of our pipeline in 2021, and in the first half of the year we've successfully executed against that plan. We look forward to sharing upcoming data and regulatory milestones as we move into the second half of 2021." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/764195/000149315221018248/form10-q.htm About VBI Vaccines Inc. Cambridge, Massachusetts-based VBI Vaccines Inc. -- http://www.vbivaccines.com-- is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles, including a proprietary enveloped VLP platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. VBI Vaccines reported a net loss of $46.23 million for the year ended Dec. 31, 2020, compared to a net loss of $54.81 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $222.89 million in total assets, $23.82 million in total current liabilities, $19.06 million in total non-current liabilities, and $180.01 million in total stockholders' equity. VIP PHARMACY: May Use Cash Collateral Through October 31 -------------------------------------------------------- Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized VIP Pharmacy, Inc., pursuant to a stipulation reached with Woori America Bank, to use cash collateral through 5 p.m. on October 31, 2021, to pay the Debtor's ordinary and customary business expenses, pursuant to the budget. The budget for August 2021 provided for $244,368 in total expenses, a copy of which is available for free at https://bit.ly/3xeVK3q from PacerMonitor. The September and October 2021 budgets both provided for $249,368 in total expenses. A copy of the September budget is available at https://bit.ly/3rMRTcP and the October 2021 budget may be accessed at https://bit.ly/2TNtIhN both from PacerMonitor.com free of charge. Judge Frank ruled that all cash on hand, all funds presently on deposit at other financial institutions, all proceeds of accounts receivables and all other funds collected by the Debtor shall be deposited, daily, as collected, in the DIP deposit account maintained at TD Bank. During the term of the stipulation, the Debtor will make adequate protection payments, on the prepetition loan owed to the Bank, in an amount equal to the regular monthly principal and interest payment amount no later than the first day every month in immediately available funds, on terms consistent with the Prepetition Loan Documents. Moreover, the Debtor grants the Bank a first lien on and security interest in all of the Debtor's assets of the same nature and extent as the prepetition collateral. Any cash collateral that is used by the Debtor and not secured by the prepetition collateral shall constitute a cost and expense of administration in the Debtor's Chapter 11 case and shall have a superpriority status pursuant to Section 364(c)(1) of the Bankruptcy Code. As additional adequate protection, the Debtor shall, among other things: * pay all insurance premiums necessary to maintain adequate insurance coverage on all of the Debtor's assets and shall pay all taxes when due; and * unconditionally release and forever discharge the Bank, its past and present officers, directors, employees, agents, affiliates, successors and assigns from all debts, judgments, claims, and liabilities whatsoever, which any of the Releasors ever have, claim to have had, or shall claim to have against any of the Releasees. Before the Petition Date, the Debtor (with co-borrowers, KBS Pharmacy, Inc., Shri Santram Corporation, and Big Oak Pharmacy, Inc.) obtained from the Bank a $1.1 million prepetition loan evidenced by a promissory note dated July 19, 2016. The Prepetition Loan is secured by a first priority lien and interest in the Debtor's accounts receivables, inventory, general intangibles, equipment and products and proceeds. As additional security, affiliated companies, Belmont Pharmacy LLC and Penndel Drugs Inc. executed unconditional guaranties for the repayment of the loan. A copy of the order is available for free at https://bit.ly/3fg8QXK from PacerMonitor.com. A further hearing on the Debtor's use of the cash collateral will be held on October 27, 2021 at 11 a.m. About VIP Pharmacy, Inc. VIP Pharmacy Inc. is a privately held company in the health care business. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 1-10428) on February 23, 2021. In the petition signed by Kaushal Patel, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Eric L. Frank oversees the case. Paul Winterhalter, Esq., at Offit Kurman, P.A. is the Debtor's counsel. Woori America Bank, as Lender, is represented by Charles N. Shurr, Jr., Esq. at Kozloff Stoudt. VIVA TEXAS: Claims Will be Paid in Full from Property Sale Proceeds ------------------------------------------------------------------- Viva Texas Cruises, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement and Chapter 11 Plan dated August 1, 2021. Viva Texas is a Texas corporation with operations based in Bishop, Texas. Viva Texas owns the property located at 2150 State Highway 361, Aransas Pass, Texas 78336 (the "Property"). Debtor is currently marketing the Property to be sold. In the Schedules of Assets and Liabilities filed in this case, the Debtor lists assets having an approximate, aggregate fair market value of $617,429.00 as of the Petition Date, which are listed in the Liquidation Analysis. In the Schedules of Assets and Liabilities, the Debtor lists liabilities of approximately $389,757.00. The Plan proposes, starting on the Effective Date, for the Debtor to continue to list the property for sale and, when sold, to pay all claims in full. Class 1 is comprised of the secured claims of Great Central Mortgage Acceptance Company which is secured the real property located at 2150 State Highway 361, Aransas Pass, Texas 78336. Debtor proposes to pay this claim in full. Debtor proposes liquidate the Property by January 1, 2022 with the proceeds of the sale being used to pay all creditors in full. Great Central Mortgage Acceptance Company will be allowed to post the Property for foreclosure on December 1, 2021 and foreclose on the property on January 4, 2022 unless Debtor has a signed contract for the sale of the property. Class 2 is comprised of the Secured Claim of the Megan Collection Services, Inc., in the amount of $62,022.00 secured by a second lien on the real property located at 2150 State Highway 361, Aransas Pass, Texas 78336. Debtor would propose to pay this claim in full. Debtor proposes liquidate the Property by January 1, 2022 with the proceeds of the sale being used to pay all creditors in full. Great Central Mortgage Acceptance Company will be allowed to post the Property for foreclosure on December 1, 2021 and foreclose on the property on January 4, 2022 unless Debtor has a signed contract for the sale of the property. Class 3 is comprised of the secured claim in the amount of $1,614.80 for taxes for Nueces County. The Secured Tax Claim owing to Nueces County shall be paid by the Debtor in full at the closing of the sale on the property located at 2150 State Highway 361, Aransas Pass, Texas 78336. The Claims shall bear interest at the statutory rate of 12% per annum from the date of filing of this case until said taxes are paid in full. Class 4 is comprised of the secured claim in the amount of $7,288.62 for taxes for Aransas County. The Secured Tax Claim owing to Aransas County shall be paid by the Debtor in full at the closing of the sale on the property located at 2150 State Highway 361, Aransas Pass, Texas 78336. The Claims shall bear interest at the statutory rate of 12% per annum from the date of filing of this case until said taxes are paid in full. Class 5 is comprised of general unsecured claims held by 3 creditors for business debt in the approximate amount of $81,000.00. Claims totaling approximately $81,000.00 will be paid in full from the proceeds of the sale of the property located at 2150 State Highway 361, Aransas Pass, Texas 78336. The Claims shall bear interest at the rate of 5.25% per annum from the date of filing of this case until said taxes are paid in full. Beginning on the Effective Date, the Debtor will take all steps necessary to market the property in order to finalize a sale and make the distributions required under the Plan. A full-text copy of the Disclosure Statement dated August 1, 2021, is available at https://bit.ly/3frRV4V from PacerMonitor.com at no charge. Attorney for the Debtor: Adelita Cavada, Esq. Adelita Cavada Law 5151 Flynn Pkwy., Ste. 508 Corpus Christi, TX 78411 Phone: (361) 857-9080 Fax: (833) 851-3160 Email: adelita@adelitacavadalaw.com About Viva Texas Cruises Viva Texas Cruises, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-21128) on May 3, 2021. Vidal Conde, director, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in assets and between $100,000 to $500,000 in liabilities. Judge David Jones oversees the case. The Debtor tapped Adelita Cavada Law as legal counsel. WC 6TH AND RIO: Claims Will Be Paid in Full in Plan --------------------------------------------------- WC 6th and Rio Grande, LP filed with the U.S. Bankruptcy Court for the Western District of Texas a Disclosure Statement for Plan of Reorganization dated August 2, 2021. The Debtor's principal asset is an approximately 0.1763 acre parcel of real property improved by an approximately 17,230 sq. foot commercial building located in Austin's 6th Street entertainment district (the "Property"). The Property is fully leased to the following two tenants, each of which operates a restaurant and bar under triple net leases that currently provide for the payment of a total of $99,796 in monthly rent and rent related charges. The Noteholder has obtained an appraisal of the Property dated May 28, 2021, performed by Colliers International (the "Noteholder Appraisal"). The Noteholder Appraisal appraises the current value of the Property in the amount of $8,700,000 and, once the Property’s revenues are stabilized, in the amount of $9,050,000. Both values exceed the secured debt owed the Noteholder. The Debtor has been and is currently seeking to obtain replacement financing in an amount sufficient to satisfy all Allowed Claims in this Bankruptcy Case. The Debtor believes that it should be able to secure replacement financing for its current secured debt and, therefore, has focused its efforts on doing so. If the Debtor has not identified replacement financing for its secured debt no later than January 1, 2022, the Debtor will then commence a simultaneous sales process to ensure repayment in full by May 4, 2022. Class 1 consists of Allowed Secured Claims of Noteholder. Based on a projected Effective Date of September 30, 2021, the Debtor has calculated the Noteholder's Allowed Secured Claim in the estimated amount of $7,803,443. Noteholder's Allowed Secured Claim shall be paid from cash from proceeds of refinancing or sale on or before May 4, 2022. Interest will accrue post-Effective Date at 5.16%. This Class has an estimated recovery of 100%. Class 2 consists of Allowed Secured Claims of Travis County Tax Collector. Travis County Tax Collector's Allowed Secured Claim for estimated 2021 real property taxes shall be paid in full by their due date on January 31, 2022. This Class has an estimated recovery of 100%. Class 3 consists of all Unsecured Claims that are not Insider Claims. The Debtor believes there are approximately $148,585 in non-insider Unsecured Claims. Each Allowed Unsecured Claim shall be paid in full, without interest, on the later of (i) 30 days after the Effective, (ii) 10 days after such Claim becomes an Allowed Claim, or (iii) if the Unsecured Claim is for a refund of a security deposit, in the ordinary course of business as provided under the applicable lease. This Class has an estimated recovery of 100%. Class 4 consists of all Unsecured Claims that are Insider Claims. The Debtor believes there are approximately $656 in Insider Unsecured Claims. Insider Unsecured Claims shall be paid in full without interest, but only after all other Claimants in the Case have been paid in full. This Class has an estimated recovery of 100%. Each holder of an Equity Interest shall retain such interests, but shall not receive any distribution on account of such interests until Classes 1, 2, 3 and 4 Allowed Claims are paid in full. All consideration necessary for the payment or tender of Distributions under the Plan will be derived from (i) Cash on hand on the Effective Date, (ii) income generated by the Reorganized Debtor from operations, and (iii) the proceeds from any sale or refinancing of the Property. To the extent the Reorganized Debtor does not have sufficient funds to make the necessary Distributions when due on account of any Allowed Administrative Expense, Allowed Priority Tax Claim or Allowed Unsecured Claim, the Debtor's sole general partner, WC 6th and Rio Grande GP, LLC ("General Partner"), shall provide such additional funding as may be necessary to ensure the timely payment of such Distributions. A full-text copy of the Disclosure Statement dated August 2, 2021, is available at https://bit.ly/3frAVvh from PacerMonitor.com at no charge. Counsel for the Debtor: Mark H. Ralston, Esq. Fishman Jackson Ronquillo, PLLC Three Galleria Tower 13155 Noel Road, Suite 700 Dallas, TX 75240 Telephone: (972) 419-5544 Facsimile: (972) 419-5500 Email: mralston@fjrpllc.com About WC 6th and Rio Grande, LP Texas-based WC 6th and Rio Grande, LP filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-10359) on May 4, 2021. At the time of the filing, the Debtor disclosed total assets of up to $50 million and total liabilities of up to $10 million. Judge Tony M. Davis oversees the case. Mark H. Ralston, Esq., at Fishman Jackson Ronquillo, PLLC, serves as the Debtor's legal counsel. WC CULEBRA: Claims Will be Paid in Full in Plan ----------------------------------------------- WC Culebra Crossing SA, LP submitted a Disclosure Statement describing Plan of Reorganization dated August 2, 2021. The Debtor's note was performing until the onset of the COVID-19 pandemic began to affect the Debtor's tenants. Several tenants became unable or unwilling to stay current on their rents due to local ordinances impacting their operations, which affected the Debtor's ability to pay its secured debt to Vantage Bank ("Original Lender") and operate profitably. Original Lender subsequently sold the secured loan facility to Noteholder. To preserve the value of the Property and its business operation for the benefit of all stakeholders - including to preserve what the Debtor believes to be substantial equity value in the Property - the Debtor commenced this Chapter 11 Case on May 4, 2021. The Disclosure Statement describes the Debtor's Plan, which provides for the reorganization of the Debtor and the treatment (and payment in full) of all Allowed Claims against and Interests in the Debtor. The Plan and Disclosure Statement have been filed in the Debtor's Chapter 11 Case, which is currently pending in the United States Bankruptcy Court for the Western District of Texas. Class 1 consists of Allowed Secured Claims of Timber Culebra. Based on a projected Effective Date of September 30, 2021, the Debtor has calculated Timber Culebra's Allowed Secured Claim in the estimated amount of $9,064,866 as of the Effective Date. Timber Culebra's Allowed Secured Claim shall be paid from cash from proceeds of refinancing or sale on or before May 4, 2022. Interest will accrue post-Effective Date at 5.25%. Class 2 consists of Allowed Secured Claims of CC2 TX, LLC for the 2019 and 2020 Tax Year. Based on a projected Effective Date of September 30, 2021, the Debtor has calculated Tax Lender's Allowed Secured Claim in the estimated amount of $410,214 as of the Effective Date. Property Tax Loan Allowed Secured Claim for the 2019 and 2020 tax years shall be paid in full within 60 months from the Petition Date, with 8% interest. Class 3 consists of Allowed Secured Claims of Bexar County Tax Collector for the 2021 Tax Year. Bexar County filed a proof of secured claim in the amount of $350,346.51 for the 2021 tax year. Bexar County Tax Collector's Allowed Secured Claim for the 2021 shall be in full on or before the due date of January 31, 2022. Class 4 consists of all Unsecured Claims that are not Insider Claims. The Debtor believes there are approximately $236,772 in non-insider Unsecured Claims. Each holder of an Allowed Unsecured Claim shall receive payment in full of the allowed amount of each holder's claim, to be paid on the later of (i) 30 days after the Effective Date or (ii) 10 days after such Claim becomes an Allowed Claim. Class 5 consists of Allowed Insider Claims. Each holder of an Insider Claim shall be paid in full after Class 1, 2, 3, and 4 Claims are paid in full. Each holder of an Equity Interest shall retain such interests, but shall not receive any distribution on account of such interests until Classes 1, 2, 3 and 4 Allowed Claims are paid in full. All consideration necessary for the payment or tender of Distributions under the Plan will be derived from (i) Cash on hand on the Effective Date, (ii) income generated by the Reorganized Debtor from operations, and (iii) the proceeds from any sale or refinancing of the Property. The Debtor or Reorganized Debtor plans to sell all or part of the Property or refinance all or any part of the existing obligations that encumber the Property, including the obligations to Timber Culebra. In the event such a transaction is consummated by the Debtor or Reorganized Debtor, the net proceeds from such sale or refinancing shall be paid to Timber Culebra until the Allowed Timber Culebra Secured Claim is satisfied. A full-text copy of the Disclosure Statement dated August 2, 2021, is available at https://bit.ly/3jjuSdx from PacerMonitor.com at no charge. Counsel for the Debtor: FISHMAN JACKSON RONQUILLO PLLC Mark H. Ralston State Bar No. 16489460 Fishman Jackson Ronquillo PLLC Three Galleria Tower 13155 Noel Road, Suite 700 Dallas, TX 75240 Telephone: (972) 419-5544 Facsimile: (972) 4419-5501 E-mail: mralston@fjrpllc.com About WC Culebra Crossing SA WC Culebra Crossing SA, LP is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). WC Culebra Crossing SA, LP filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 21-10360) on May 4, 2021. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Tony M. Davis oversees the case. The Debtor tapped Mark H. Ralston, Esq. at Fishman Jackson Ronquillo, PLLC as counsel and Columbia Consulting Group, PLLC as financial advisor. WHITE RIVER: Amended Disclosure Hearing Reset to September 2 ------------------------------------------------------------ Judge Benjamin P. Hursh has entered an order within which the September 9, 2021 hearing on approval of amended disclosure statement of debtor White River Contracting LLC is vacated and shall instead be held on September 2, 2021, at 09:00 a.m. in the Bankruptcy Courtroom, Russell Smith Courthouse, 201 East Broadway, Missoula, Montana. A copy of the order dated August 2, 2021, is available at https://bit.ly/37mKZRU from PacerMonitor.com at no charge. About White River Contracting White River Contracting LLC is a privately held company in the residential building construction industry that specializes in custom-tailored homes. White River Contracting, based in Hamilton, MT, filed a Chapter 11 petition (Bankr. D. Mont. Case No. 20-90251) on Nov. 3, 2020. In the petition signed by Craig Rostad, managing member, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Benjamin P. Hursh presides over the case. Shimanek Law PLLC serves as bankruptcy counsel to the Debtor. WNJ24K LLC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee for Region 14 on Aug. 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of WNJ24K, LLC. About WNJ24K LLC WNJ24K, LLC, a company based in Scottsdale, Ariz., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-05257) on July 8, 2021. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. May, Potenza, Baran & Gillespie, P.C. is the Debtor's legal counsel. [*] Business Bankruptcy Filings Down 17.7% in Period Ended June 30 ------------------------------------------------------------------ United States Courts on Aug. 4, 2021, disclosed that personal and business bankruptcy filings plummeted 32.2% for the 12-month period ending June 30, 2021. The number of filings was the lowest in a 12-month period since 1985. According to statistics released by the Administrative Office of the U.S. Courts, the June 2021 annual bankruptcy filings totaled 462,309, compared with 682,363 cases in the previous year. The data reflect the first full 12-month period to begin after the coronavirus (COVID-19) pandemic crisis jolted the national economy. Business filings fell 17.7%, from 22,482 to 18,511 in the year ending June 30, 2021. Non-business bankruptcy filings fell 32.7%, to 443,798 compared with 659,881 in the previous year. Unemployment temporarily spiked in March 2020, when the COVID-19 emergency intensified. However, several factors may have impacted individuals' decisions about whether to file for bankruptcy during the past year. For instance, increased government benefits and moratoriums on evictions and certain foreclosures may have eased financial pressures in many households. [*] July 2021 Bankruptcy Filings Down 6%, Epiq Reports ------------------------------------------------------ Epiq, a global technology-enabled services leader to the legal services industry and corporations, released its July 2021 bankruptcy filing statistics from its AACER bankruptcy information services business. Across all chapters, new filings in July were 32,375, down 6% from 34,277 in June. Commercial filings across all chapters were down 15% over June, with a total of 1,696 across all chapters. In fact, commercial 11 filings are down 43% over the last 7 months with only 2,411 new filings, compared to the first 7 months of 2020 that had 4,254 commercial chapter 11 filings. "New commercial filings continue to lag as the financial markets continue to offer robust alternatives to restructuring under U.S. bankruptcy code," commented Brad Tuttle, general manager of Epiq Corporate Restructuring. July chapter 13 non-commercial filings were 9,080, up 4% over June that had 8,714. This is the third month in a row with gains in the sector. "With eviction moratoriums expiring nationwide, it is conceivable that the expected bankruptcy backlog building over the last 15 months could be starting," said Chris Kruse, senior vice president of Epiq Bankruptcy. "However, growing COVID-19 infection rates in every U.S. state may spark additional government support, stalling new filings." In addition, chapter 7 non-commercial filings were also down 8.4%, with 21,540 filings in July, down from 23,524 in June 2021. There were 249,314 total new bankruptcy filings across all chapters for the first seven months of 2021, down 27% to 340,986 in the same period in 2020. About Epiq Bankruptcy Epiq Bankruptcy is your partner for bankruptcy information and compliance. Its AACER bankruptcy information services platform is built with superior data, technology, and expertise to create insight and mitigate risk for businesses impacted by bankruptcies. We offer free bankruptcy statistics and monthly email updates for both commercial and non-commercial consumer bankruptcy filings for Chapter 7, Chapter 11, and Chapter 13 cases. About Epiq Epiq, a global technology-enabled services leader to the legal services industry and corporations, takes on large-scale, increasingly complex tasks for corporate counsel, law firms, and business professionals with efficiency, clarity, and confidence. Clients rely on Epiq to streamline the administration of business operations, class action and mass tort, court reporting, eDiscovery, regulatory, compliance, restructuring, and bankruptcy matters. Epiq subject-matter experts and technologies create efficiency through expertise and deliver confidence to high-performing clients around the world. Learn more at https://www.epiqglobal.com/ [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re PJLRES7920, LLC Bankr. D. Ariz. Case No. 21-05830 Chapter 11 Petition filed July 28, 2021 See https://www.pacermonitor.com/view/VD43C5I/PJLRES7920_LLC__azbke-21-05830__0001.0.pdf?mcid=tGE4TAMA represented by: Michael G. Tafoya, Esq. E-mail: michael.tafoya@gmail.com In re Orion Bay Estates III LLC Bankr. C.D. Cal. Case No. 21-16033 Chapter 11 Petition filed July 28, 2021 See https://www.pacermonitor.com/view/F4D7FYY/Orion_Bay_Estates_III_LLC__cacbke-21-16033__0001.0.pdf?mcid=tGE4TAMA represented by: Matthew D. Resnik, Esq. RESNIK HAYES MORADI, LLP E-mail: matt@rhmfirm.com In re Cynthia Marie Llacuna-Wollitz Bankr. N.D. Cal. Case No. 21-30533 Chapter 11 Petition filed July 28, 2021 represented by: Ryan Wood, Esq. In re Michael A. Gleiber Bankr. S.D. Fla. Case No. 21-17289 Chapter 11 Petition filed July 28, 2021 represented by: Nathan Mancuso, Esq. In re Stephanie Bree Walker Bankr. S.D. Tex. Case No. 21-32528 Chapter 11 Petition filed July 28, 2021 represented by: Reese Baker, Esq. In re B. Avery Salon & Barbershop LLC Bankr. W.D. Tex. Case No. 21-50924 Chapter 11 Petition filed July 28, 2021 See https://www.pacermonitor.com/view/KHYATPI/B_Avery_Salon__Barbershop_LLC__txwbke-21-50924__0001.0.pdf?mcid=tGE4TAMA represented by: Heidi McLeod, Esq. HEIDI MCLEOD LAW OFFICE, PLLC E-mail: heidimcleodlaw@gmail.com In re Richard Gross Bankr. W.D. Tex. Case No. 21-50925 Chapter 11 Petition filed July 28, 2021 represented by: Heidi McLeod, Esq. In re MegaMedia Enterprises of Illinois, Inc. Bankr. N.D. Ill. Case No. 21-09060 Chapter 11 Petition filed July 29, 2021 See https://www.pacermonitor.com/view/YXRP5NI/MegaMedia_Enterprises_of_Illinois__ilnbke-21-09060__0001.0.pdf?mcid=tGE4TAMA represented by: William E. Jamison, Jr., Esq. WILLIAM E. JAMISON & ASSOCIATES E-mail: wjami39246@aol.com In re Curare Laboratory LLC Bankr. W.D. Ky. Case No. 21-31588 Chapter 11 Petition filed July 29, 2021 See https://www.pacermonitor.com/view/CVLXPZI/Curare_Laboratory_LLC__kywbke-21-31588__0001.0.pdf?mcid=tGE4TAMA represented by: Charity S. Bird, Esq. KAPLAN JOHNSON ABATE & BIRD LLP E-mail: cbird@kaplanjohnsonlaw.com In re Luis Santos and Wilma Vega-Hernandez Bankr. W.D. Tex. Case No. 21-30567 Chapter 11 Petition filed July 29, 2021 represented by: E.P. Bud Kirk, Esq. In re Durabilis Roofing, LLC Bankr. M.D. Fla. Case No. 21-01003 Chapter 11 Petition filed July 30, 2021 See https://www.pacermonitor.com/view/TFBO5LQ/Durabilis_Roofing_LLC__flmbke-21-01003__0001.0.pdf?mcid=tGE4TAMA represented by: David Lampley, Esq. THE DELLUTRI LAW GROUP, P.A. E-mail: dlampley@dellutrilawgroup.com In re Darren Martin Inc. Bankr. N.D. Ga. Case No. 21-55682 Chapter 11 Petition filed July 30, 2021 See https://www.pacermonitor.com/view/CSX6ZHA/Darren_Martin_Inc__ganbke-21-55682__0001.0.pdf?mcid=tGE4TAMA represented by: Nathan Juster, Esq. JONES & WALDEN, LLC E-mail: info@joneswalden.com In re Karissa Grellner Bankr. W.D. Mo. Case No. 21-40954 Chapter 11 Petition filed July 30, 2021 represented by: Cecelia Parle, Esq. In re William C. Erbe, Esq. Bankr. E.D.N.Y. Case No. 21-41985 Chapter 11 Petition filed July 30, 2021 represented by: Lawrence Morrison, Esq. In re Fernando Javier Guzman and Rosario Maria Guzman Bankr. S.D. Tex. Case No. 21-32562 Chapter 11 Petition filed July 30, 2021 represented by: Margaret McClure, Esq. In re Farhad Ghafoor Bankr. E.D. Va. Case No. 21-11341 Chapter 11 Petition filed July 30, 2021 represented by: Kermit Rosenberg, Esq. In re BVF Fund II, LLC Bankr. W.D. Tex. Case No. 21-50951 Chapter 11 Petition filed July 31, 2021 See https://www.pacermonitor.com/view/RWNQTSI/BVF_Fund_II_LLC__txwbke-21-50951__0001.0.pdf?mcid=tGE4TAMA represented by: H. Anthony Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL E-mail: hervol@sbcglobal.net In re Paraiso Ocean LLC Bankr. S.D. Fla. Case No. 21-17585 Chapter 11 Petition filed August 1, 2021 See https://www.pacermonitor.com/view/FZNVKTQ/Paraiso_Ocean_LLC__flsbke-21-17585__0001.0.pdf?mcid=tGE4TAMA represented by: Mark S. Roher, Esq. LAW OFFICE OF MARK S. ROHER, P.A. E-mail: mroher@markroherlaw.com In re Alvaro Carlos Velasquez Bankr. C.D. Cal. Case No. 21-11308 Chapter 11 Petition filed August 2, 2021 represented by: Onyinye Anyama, Esq. In re TXD International USA, Inc. Bankr. C.D. Cal. Case No. 21-14189 Chapter 11 Petition filed August 2, 2021 See https://www.pacermonitor.com/view/F4CBOQY/TXD_International_USA_Inc__cacbke-21-14189__0001.0.pdf?mcid=tGE4TAMA represented by: W. Derek May, Esq. LAW OFFICE OF W. DEREK MAY E-mail: wdmlaw17@gmail.com In re Chukwuma Okoroji Bankr. N.D. Fla. Case No. 21-40251 Chapter 11 Petition filed August 2, 2021 represented by: Robert Bruner, Esq. In re Nature Coast Wellness Clinic, LLC Bankr. N.D. Fla. Case No. 21-40250 Chapter 11 Petition filed August 2, 2021 See https://www.pacermonitor.com/view/N5U5EQI/Nature_Coast_Wellness_Clinic_LLC__flnbke-21-40250__0001.0.pdf?mcid=tGE4TAMA represented by: Robert C. Bruner, Esq. BRUNER WRIGHT, P.A. E-mail: rbruner@brunerwright.com In re Virginia Iglesias Bankr. S.D. Fla. Case No. 21-17607 Chapter 11 Petition filed August 2, 2021 represented by: Dana Quick, Esq. In re SKW Logistics, Inc. Bankr. M.D. Ga. Case No. 21-70514 Chapter 11 Petition filed August 2, 2021 See https://www.pacermonitor.com/view/VAGI35I/SKW_Logistics_Inc__gambke-21-70514__0001.0.pdf?mcid=tGE4TAMA represented by: William O. Woodall, Jr., Esq. WOODALL & WOODALL In re Senior Healthcare, Inc. Bankr. D. Md. Case No. 21-15037 Chapter 11 Petition filed August 2, 2021 See https://www.pacermonitor.com/view/ICYJ73A/Senior_Healthcare_Inc__mdbke-21-15037__0001.0.pdf?mcid=tGE4TAMA represented by: Steven H. Greenfeld, Esq. COHEN, BALDINGER & GREENFELD, LLC E-mail: steveng@cohenbaldinger.com In re Mary Frances Andrews Bankr. D. Md. Case No. 21-15033 Chapter 11 Petition filed August 2, 2021 represented by: Richard Rosenblatt, Esq. In re Johnston Holdings 1121 LLC Bankr. D.N.J. Case No. 21-16211 Chapter 11 Petition filed August 2, 2021 See https://www.pacermonitor.com/view/O3J3EEA/Johnston_Holdings_1121_LLC__njbke-21-16211__0001.0.pdf?mcid=tGE4TAMA represented by: Andre L. Kydala, Esq. LAW FIRM OF ANDRE L. KYDALA E-mail: kydalalaw@aim.com In re David Navaro and Orly Navaro Bankr. E.D.N.Y. Case No. 21-42002 Chapter 11 Petition filed August 2, 2021 represented by: Alla Kachan, Esq. In re Anthony J. Montaruli Bankr. S.D.N.Y. Case No. 21-22443 Chapter 11 Petition filed August 2, 2021 represented by: Anne Penachio, Esq. In re Perseverance Group, LLC Bankr. W.D. Tex. Case No. 21-30584 Chapter 11 Petition filed August 2, 2021 See https://www.pacermonitor.com/view/SGR7EXI/Perseverance_Group_LLC__txwbke-21-30584__0001.0.pdf?mcid=tGE4TAMA represented by: Michael R. Nevarez, Esq. THE NEVAREZ LAW FIRM, PC E-mail: MRN@MRN4Law.com In re Sunero Group Inc. Bankr. S.D. Tex. Case No. 21-32610 Chapter 11 Petition filed August 2, 2021 See https://www.pacermonitor.com/view/PW25FWQ/Sunero_Group_Inc__txsbke-21-32610__0001.0.pdf?mcid=tGE4TAMA In re Gandolfo Anthony Difiore and Bethany Leah Difiore Bankr. S.D. Fla. Case No. 21-17624 Chapter 11 Petition filed August 3, 2021 represented by: Susan Lasky, Esq. In re Anne Sullivan Bankr. D. Nev. Case No. 21-50567 Chapter 11 Petition filed August 3, 2021 represented by: John Bartlett, Esq. In re Christopher R Fischer Bankr. E.D. Tex. Case No. 21-60323 Chapter 11 Petition filed August 3, 2021 represented by: Eric Liepins, Esq. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***