/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210811.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 11, 2021, Vol. 25, No. 222 Headlines 381 BROADWAY REALTY: Gets OK to Hire Gary Lampert as Accountant ADAMIS PHARMACEUTICALS: To Sell Portion of US Compounding Business AGILE THERAPEUTICS: To Lease Office Space From 500 College in N.J. AIRSEATRANS LLC: Seeks Cash Collateral Access ALPHA METALLURGICAL: Incurs $19 Million Net Loss in Second Quarter ALPHATEC HOLDINGS: Prices Upsized $275M Convertible Notes Offering AMERICAN TIRE: Moody's Hikes CFR to B3, Outlook Stable ATLANTIC WORLDWIDE: Files for Chapter 11 Bankruptcy AVERY COMMERCIAL: Unsecureds Will be Paid in Full Under Plan BEASLEY BROADCAST: Posts $188K Net Income in Second Quarter BLACK CREEK CONDOS: Rents Belong to Lender, Court Says BOMBARDIER INC: Moody's Hikes CFR to Caa1, Alters Outlook to Stable BOMBARDIER INC: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR BRAZOS ELECTRIC: Taps O'Melveny & Myers as Co-Counsel BRE/EVERBRIGHT M6: Moody's Assigns First Time 'B2' CFR BUCKINGHAM SENIOR: Committee Taps Hunton Andrews as Legal Counsel BUTCHER SHOP OF CORDOVA: Taps Harris Shelton as Legal Counsel CAESARS ENTERTAINMENT: S&P Affirms B ICR, Alters Outlook to Stable CALIFORNIA PIZZA KITCHEN: Starts Marketing Loan to Fund Ch.11 Exit CATCH THIS HOLDINGS: Johnson's Personal Income to Fund Plan CATCH THIS HOLDINGS: Sept. 10 Plan & Disclosure Hearing Set CBL & ASSOCIATES: Updates Laredo Deficiency Claim Details CCMW LLC: Seeks to Hire Lynn, Webb & Smith as Financial Consultant CHIP'S SOUTHINGTON: May Use Cash Collateral until September 30 CITY WIDE COMMUNITY: Gets Interim Cash Access Thru September 8 CORNERSTONE ONDEMAND: Incurs $371K Net Loss in Second Quarter COUNCIL FOR AID: Seeks to Employ Seyfarth Shaw as Legal Counsel DAKOTA TERRITORY: May Use Cash Collateral Until Final Hearing DEER CREEK: To Seek Plan Confirmation on Sept. 23 E-Z GENERAL & ROOFING: Wins Cash Collateral Access Thru Oct 14 ECOARK HOLDINGS: Offering $20M Securities at a Premium to Market EDUCATIONAL TECHNICAL: Case Summary & 20 Top Unsecured Creditors ELDORADO GOLD: Moody's Rates New $500MM Unsec. Notes 'B3' ELDORADO GOLD: S&P Affirms 'B+' Long-Term ICR, Outlook Stable EVERTEC GROUP: S&P Raises ICR to 'BB-' on Resilient Performance EVO PAYMENTS: Moody's Raises CFR to B1, Outlook Still Positive EXPO CONSTRUCTION: Sept. 14 Disclosure Statement Hearing Set EYEPOINT PHARMACEUTICALS: Incurs $10-Mil. Net Loss in 2nd Quarter FORMETAL CO: Wins Cash Collateral Access FORUM ENERGY: Incurs $22 Million Net Loss in Second Quarter FOUNDATIONAL EDUCATION: S&P Assigns 'B-' ICR, Outlook Stable GATEWAY KENSINGTON: May Use Cash Collateral Through Aug. 25 GATEWAY VENTURES: Kumar Says $4M Not Accounted for GLASS MOUNTAIN: S&P Lowers ICR to 'D' on Missed Interest Payment GREAT AMERICAN: Files Amendment to Disclosure Statement GREENSILL CAPITAL: Credit Suisse to Pay Investors $400 Mil. More HERTZ CORP: Customers Ask Court Permission to Sue Insurers INNERLINE ENGINEERING: Case Summary & 20 Top Unsecured Creditors INTERPACE BIOSCIENCES: Schedules 2021 Annual Meeting for Nov. 8 INVESTVIEW INC: Reports $2.8M Bitcoin Mining Gross Revenue in July ISIS MEDICAL: May Use Cash Collateral Until August 24 JAGUAR HEALTH: Adjourns Annual Stockholders' Meeting Until Sept. 3 KENAN ADVANTAGE: Moody's Rates 2nd Lien Term Loan 'Caa2' KENAN ADVANTAGE: S&P Lowers First-Lien Term Loan Rating to 'B-' KISMET ROCK: May Use Wells Fargo Bank's Cash Collateral KRISU HOSPITALITY: Taps Briana Cooper as Special Litigation Counsel LIMETREE BAY: Davis Polk Advises Group of Lenders on Financing LOUISIANA CRANE: Unsecureds Will Recover 10% of Their Claims LW RETAIL ASSOCIATES: Wins Continued Cash Collateral Access M/I HOMES: Moody's Ups CFR to Ba2 & Rates $300MM Unsec. Notes Ba2 M/I HOMES: S&P Assigns 'BB-' Rating on New $300MM Unsecured Notes MAJESTIC HILLS: Landslide Victims Want Ryan Homes' Ch.11 Suit Pause MEDLEY LLC: SEC Opposes Combined Plan & Disclosure Statement MEDLEY LLC: United States Trustee Says Plan Unconfirmable MICHAEL GREENFIELD: Israeli Insolvency Case Gets U.S. Recognition MICHAEL LEVINE: Seeks to Hire Brutzkus as Legal Counsel MIDTOWN CAMPUS: Creditor Sauer Says Disclosure Statement Inadequate MIDTOWN CAMPUS: FCCI's Joinder in Sauer's Objection to Disclosure MIDTOWN CAMPUS: U.S. Bank Says Plan Patently Unconfirmable MIDTOWN DEVELOPMENT: May Use MidWestOne Bank's Cash Thru Oct. 31 MODIVCARE INC: S&P Rates New $400MM Senior Unsecured Notes 'B+' MPH ACQUISITION: Moody's Rates New Secured Credit Facilities 'Ba3' MULTIPLAN CORP: S&P Assigns 'B+' Rating on $450MM First-Lien Debt NB TAYLOR BEND: Apartment Owner Files for Chapter 11 Bankruptcy NEELAM INC: Seeks to Hire Julio E. Portilla P.C. as Legal Counsel NINE ENERGY: Incurs $24.5 Million Net Loss in Second Quarter NN INC: Incurs $5.4 Million Net Loss in Second Quarter NRG ENERGY: S&P Rates New $1.1BB Senior Unsecured Notes 'BB+' NXT ENERGY: To Release Second Quarter Results on Aug. 12 ONDAS HOLDINGS: Completes Acquisition of American Robotics OPTION CARE: Closes Underwritten Offering of 20.7 Million Shares PETROTEQ ENERGY: Ontario Securities Commission Issues CTO PETVET CARE: $250MM Term Loan Add-on No Impact on Moody's B3 CFR PIPELINE FOODS: Suppliers Dispute Chapter 11 Cash Protections PLATINUM GROUP: Enoch Godongwana Resigns From Board of Directors PNTG LLC: Court Approves Disclosure Statement PRIME LOGISTICS: Seeks to Employ James C. Warr as Co-Counsel PURDUE PHARMA: Lawmakers Ask DOJ to Appeal Bankruptcy Plan PURDUE PHARMA: Sackler Releases Are Important to Plan, Says Co RAYONIER ADVANCED: Posts $122.2 Million Net Income in 2nd Quarter RESIDEO FUNDING: Moody's Rates New $300MM Sr. Unsecured Notes 'B1' RESIDEO TECHNOLOGIES: S&P Affirms 'BB' ICR, Outlook Positive RESTIERI HEALTHCARE: Taps Jason A. Burgess as Legal Counsel RITCHIE BROS: S&P Places 'BB+' ICR on CreditWatch Negative SALEM MEDIA: Posts $2.3 Million Net Income in Second Quarter SCIENTIFIC GAMES: Amends Employment Contract With Executive VP SINTX TECHNOLOGIES: Reassesses Patent License With O2TODAY SKIP TRANSPORT: Files for Chapter 7 Bankruptcy SUMMIT MIDSTREAM: Reports $19.7M Net Loss in Second Quarter SVXR INC: Seeks to Obtain $2MM DIP Loan from Legalist SYLVAMO CORP: Moody's Rates New $500MM Unsecured Notes 'B1' SYLVAMO CORP: S&P Rates New $500MM Senior Unsecured Notes 'BB' TCP INVESTMENT: Seeks Expedited Access to Cash Collateral TECHNICAL COMMUNICATIONS: Reports $490K Net Loss in Third Quarter TELEPHONE AND DATA SYSTEMS: S&P Rates VV Preferred Shares 'B' TELEPHONE AND DATA: Moody's Rates New Perpetual Pref. Stock 'Ba3' TEXAS TAXI: May Continue Using Lender's Cash Collateral TOPP'S MECHANICAL: Unsecureds to Split $26K in Plan TRADEMARK DEVELOPERS: Hits Chapter 11 Bankruptcy Protection TRANSALTA CORP: S&P Affirms 'BB+' ICR on Stable Credit Metrics TUPPERWARE BRANDS: Posts $35.6 Million Net Income in Second Quarter UBER TECHNOLOGIES: S&P Rates New $1.5BB Unsecured Notes 'B-' US REAL ESTATE: Wins Continued Cash Collateral Access VERICAST CORP: Moody's Rates 1st Lien Loans 'Caa1', Outlook Neg. VERICAST CORP: S&P Places 'CCC' ICR on Watch Pos. on Refinancing VERITAS HOLDINGS: S&P Affirms 'B-' ICR, Outlook Stable W.R. GRACE: S&P Rates New $955MM Senior Unsecured Notes 'CCC+' WASHINGTON PRIME: Cancels Bankruptcy Auction Due to Lack of Bids WB SUPPLY: Wins Continued Access to Cash Collateral WHEEL PROS: $175MM Incremental Loan No Impact on Moody's B3 CFR WR GRACE: Moody's Rates New $955MM Senior Unsecured Notes 'B3' YUNHONG CTI: Agrees to Redemption of Equity Interest in Flexo ZUS TRADING: Medallion Bank Agrees to $225K in 42 Months [*] Davis Polk Advises Morgan Stanley C$1BB Senior Notes Offering ********* 381 BROADWAY REALTY: Gets OK to Hire Gary Lampert as Accountant --------------------------------------------------------------- Gregory Messer, the Chapter 11 trustee appointed for 381 Broadway Realty Corp., received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Gary R. Lampert, a certified public accountant based in Rockville Centre, N.Y. The trustee requires Mr. Lampert to: (a) assist the trustee in preparing monthly operating reports; (b) provide tax advice on estate transactions; (c) prepare any appropriate tax returns; (d) assist the trustee with a Chapter 11 plan; and (d) assist with such other matters as the trustee or his counsel may request from time to time. Mr. Lampert will be paid at an hourly rate of $350 while his paraprofessionals will be paid at an hourly rate of $120. As disclosed in a court filing, Mr. Lampert is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Lampert can be reached at: Gary R. Lampert, CPA 100 Merrick Road, Suite 211-W Rockville Centre, NY 11570 Tel.: 5116-208-7500 Fax: 516-208-5414 Email: lampertcpa@optimum.net About 381 Broadway Realty 381 Broadway Realty Corp. is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a real property worth $19 million, which is located at 381 Broadway, N.Y. 381 Broadway Realty filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12605) on Nov. 6, 2020. At the time of the filing, the Debtor disclosed $19,021,000 in total assets and $23,119,091 in total liabilities. Goldberg Weprin Finkel Goldstein LLP, led by Kevin J. Nash, Esq., is the Debtor's legal counsel. Gregory Messer is the Chapter 11 trustee appointed in the Debtor's bankruptcy case. LaMonica Herbst & Maniscalco, LLP and Gary R. Lampert, C.P.A. serve as the trustee's legal counsel and accountant, respectively. ADAMIS PHARMACEUTICALS: To Sell Portion of US Compounding Business ------------------------------------------------------------------ Adamis Pharmaceuticals Corporation has entered into a definitive agreement to sell a significant portion of the assets of its subsidiary, US Compounding Inc., related to USC's human compounding pharmaceutical business and customers, in exchange for total gross consideration estimated to be up to $15 million before transaction fees and expenses. The consideration will be paid by the buyer to Adamis in monthly installments over the course of approximately 12 months based on a multiple of gross revenue generated by the assets during the measurement period. The transaction aligns with Adamis' stated goal of focusing its efforts on the development of its prescription pharmaceutical pipeline. Adamis expects to use the proceeds from the sale for general corporate purposes and to fund ongoing development of its pipeline. About Adamis Pharmaceuticals Adamis Pharmaceuticals Corporation -- http://www.adamispharmaceuticals.com-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including allergy, opioid overdose, respiratory and inflammatory disease. Adamis reported a net loss of $49.39 million for the year ended Dec. 31, 2020, compared to a net loss of $27.51 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $30.87 million in total assets, $27.37 million in total liabilities, and $3.50 million in total stockholders' equity. San Diego, California-based BDO USA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. AGILE THERAPEUTICS: To Lease Office Space From 500 College in N.J. ------------------------------------------------------------------ Agile Therapeutics, Inc. entered into a lease with 500 College Road Venture, LLC, a New Jersey limited liability company, for a portion of the building located at 500 College Road East, Princeton, New Jersey. Under the terms of the lease, the company will lease approximately 13,774 square feet at the premises, which will serve to replace its current leased premises at 101 Poor Farm Road, Princeton, New Jersey. The base rent under the lease is $26.00 per rentable square foot per year during the first year of the term, which is subject to scheduled annual increases of $0.50 per rentable square foot during the term, on the anniversary of the commencement date. The company's obligation to pay rent under the lease will start on the later of Dec. 1, 2021 or the date on which certain building improvements are substantially completed, all as set forth in the lease. The term of the lease is 40 months following the commencement date. The company's current lease for its corporate headquarters at 101 Poor Farm Road is set to expire on Dec. 31, 2021. About Agile Therapeutics Agile Therapeutics, Inc. is a forward-looking women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product and product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its initial product, Twirla, (levonorgestrel and ethinyl estradiol), a transdermal system, is a non-daily prescription contraceptive. Agile reported a net loss of $51.85 million for the year ended Dec. 31, 2020, compared to a net loss of $18.61 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $52.28 million in total assets, $27.67 million in total liabilities, and $24.61 million in total stockholders' equity. Iselin, New Jersey-based Ernst & Young LLP issued a "going concern" qualification in its report dated March 1, 2021, on the consolidated financial statements for the year ended Dec. 31, 2020, citing that the Company has generated losses since inception, used substantial cash in operations, anticipates it will continue to incur net losses for the foreseeable future and requires additional capital to fund its operating needs beyond 2021. AIRSEATRANS LLC: Seeks Cash Collateral Access --------------------------------------------- Airseatrans, LLC. asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, for authority to use cash collateral. The Debtor proposes to use the Cash Collateral in the ordinary course of business and pursuant to its proposed monthly budget. The Debtor also intends to pay its proposed counsel, Thomas L. Abrams, Esq., Gamberg & Abrams, to the extent permitted, using the Cash Collateral, subject to Application, Notice, Hearing and Court Order. The Debtor was substantially impacted by COVID-19 related economic conditions, excess overhead and internal management issues. The management issues have been resolved and the overhead lowered to enable profitable operations and a viable plan of reorganization. The Debtor proposes adequate protection to all lien holders that have filed UCCs, in the form of replacement liens to the same extent and priority as each Alleged Secured Creditors pre petition lien . The Alleged Secured Creditors are: (i) The U.S. Small Business Association owed the approximate amount of $150,000 ( UCC-1 on all assets filed May 27,2021); (ii) First Citizens Bank & Trust Company owed the approximate amount of $340,000 (UCC-1 filed on September 5, 2019 as to a 28,500 sq. ft walk in cooler with nominal value); (iii) Wells Fargo Bank ,N.A. owed the approximate amount of $41,373 (UCC-1 filed January 14, 2020 as to a forklift, pallot jack and two batteries valued at approximately $15,500.00); (iv) Fox Capital Group, Inc. owed the approximate amount of 135,000 (UCC-1 filed January 28, 2021 on all assets); (v) Forward Financing LLC owed the approximate amount of $60,000 (January 15, 2021 loan agreement); (vi) Newco Capital Group VI LLC owed the approximate amount of $49,248 (UCC filed March 8, 2021 as to Debtors accounts); (vii) QFS Capital in the approximate amount of $164,000 (secured basis unknown). The Debtor asserts that, as the value of its assets at the time of filing is approximately $145,000, including the Wells Fargo lien on the equipment and First Citizens Bank & Trust lien on the cooler, these creditors are unsecured as they are subordinate to the U.S Small Business Associations under secured lien on all of the assets. A copy of the motion is available at https://bit.ly/37vvs2h from PacerMonitor.com. About Airseatrans, LLC Airseatrans LLC -- https://www.airseatrans.com -- is an international freight forwarder with in-house customs brokerage. It offers door to door logistics, air freight and ocean freight, ground transportation, courier services, free estimates, shipment tracking, customs brokerage, on-site art handling and supervision, packing and crating services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-17747) on August 9, 2021. In the petition signed by Luis Eduardo Pineres, Jr., authorized representative, the Debtor disclosed $262,921 in assets and $2,462,625 in liabilities. Judge Robert A. Mark oversees the case. Thomas L. Abrams, Esq. at Gamberg & Abrams is the Debtor's counsel. ALPHA METALLURGICAL: Incurs $19 Million Net Loss in Second Quarter ------------------------------------------------------------------ Alpha Metallurgical Resources, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $18.99 million on $395.28 million of total revenues for the three months ended June 30, 2021, compared to a net loss of $238.30 million on $353.94 million of total revenues for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $51.92 million on $781.53 million of total revenues compared to a net loss of $278.11 million on $756.74 million of total revenues for the same period during the prior year. As of June 30, 2021, the Company had $1.66 billion in total assets, $1.50 billion in total liabilities, and $162.33 million in total stockholders' equity. "This has been a very challenging year for the coal industry, whether dealing with the pandemic or navigating the disruption of the coal supply resulting from the dispute between Australia and China; however, our team at Alpha stayed focused and disciplined. While we didn't have any greater insights or vision into the markets than others as we started the year, we believed that if we continued our efforts to modernize our coal operations with newer and more efficient mines, streamline decision making and allocate capital for projects that support our diversified product offerings to meet customer demands, we would be rewarded for those efforts when the markets rebounded," said David Stetson, Alpha's chair and chief executive officer. "As we look to the back half of the year and into the promising 2022 markets, we think those efforts are beginning to pay off. The capital investments we made over the past several years have matured, and the diversity of our product offerings continues to provide us with optionality in the marketplace, where demand remains high. With increased pricing and strong margins, we plan to build our cash balance and take aggressive steps to pay down our existing debt." "Alpha posted another solid quarter of financial performance, especially in light of the lingering headwinds from the weak Australian indices that limited our overall realizations for the period," said Eidson. "While our cash balance decreased during the quarter due primarily to inventory build, our total liquidity increased by $24 million." "Subsequent to the quarter end, we made a $21 million payment to eliminate the West Virginia Lexington Coal Company (LCC) note a year ahead of schedule and, after the negotiated return of $14 million of related surety collateral, at a lower net cash outflow than was previously expected. This early extinguishment of a legacy liability is further evidence of our commitment to strategically reducing debt and strengthening the company's balance sheet," Eidson said. Cash used in operating activities for the second quarter of 2021 was $6.3 million, compared to the prior period in which cash used in operating activities was $19.1 million. Cash used in operating activities includes discontinued operations. Second quarter 2021 capital expenditures were $17.6 million compared to $20.4 million in capital expenditures for first quarter. As of June 30, 2021, Alpha had $72.3 million in unrestricted cash and $134.8 million in restricted cash, deposits and investments. Total long-term debt, including the current portion of long-term debt as of June 30, 2021, was $579.7 million. At the end of the second quarter, the company had total liquidity of $132.3 million, which represents an increase of over 20% compared to our total liquidity at the end of the first quarter, including cash and cash equivalents of $72.3 million and $60.0 million in unused availability under the Asset-Based Revolving Credit Facility (ABL). The future available capacity under the ABL is subject to inventory and accounts receivable collateral requirements and the maintenance of certain financial ratios. As of June 30, 2021, the company had no borrowings and $128.8 million in letters of credit outstanding under the ABL. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1704715/000170471521000066/amr-20210630.htm About Alpha Metallurgical Alpha Metallurgical Resources (NYSE: AMR) (formerly known as Contura Energy) -- www.AlphaMetResources.com -- is a Tennessee-based mining company with operations across Virginia and West Virginia. Alpha Metallurgical reported a net loss of $446.90 million for the year ended Dec. 31, 2020, compared to a net loss of $316.32 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $1.67 billion in total assets, $1.50 billion in total liabilities, and $170.16 million in total stockholders' equity. * * * As reported by the TCR on Dec. 22, 2020, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on U.S.-based coal producer Contura Energy Inc. and revised the liquidity assessment to less than adequate. S&P said, "We view Contura's business as vulnerable due to declining thermal demand and prices, which is driving the company to exit these operations and begin reclamation work at some of its mines." In April 2020, Moody's Investors Service downgraded all long-term ratings for Contura Energy, Inc., including the Corporate Family Rating to Caa1 from B3. "Contura has idled the majority of its mines due to weak market conditions. Moody's expects that demand for metallurgical coal will weaken further in the near-term as blast furnace steel producers adjust to reduced demand due to the Coronavirus," said Ben Nelson, Moody's vice president -- senior credit officer and lead analyst for Contura Energy, Inc. "The rating action is entirely driven by macro-level concerns resulting from the global outbreak of coronavirus." ALPHATEC HOLDINGS: Prices Upsized $275M Convertible Notes Offering ------------------------------------------------------------------ Alphatec Holdings, Inc. announced the pricing of its offering of $275,000,000 aggregate principal amount of 0.75% convertible senior notes due 2026 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The offering size was increased from the previously announced offering size of $250,000,000 aggregate principal amount of notes. Alphatec also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $41,250,000 principal amount of notes. The notes will be senior, unsecured obligations of Alphatec and will accrue interest at a rate of 0.75% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on Feb. 1, 2022. The notes will mature on Aug. 1, 2026, unless earlier repurchased, redeemed or converted. Before Feb. 2, 2026, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after Feb. 2, 2026, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Alphatec will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Alphatec's election. The initial conversion rate is 54.5316 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $18.34 per share of common stock. The initial conversion price represents a premium of approximately 32.5% over the last reported sale price of Alphatec's common stock on The Nasdaq Global Select Market of $13.84 per share on Aug. 5, 2021. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. The notes will be redeemable, in whole or in part, for cash at Alphatec's option at any time, and from time to time, on or after Aug. 6, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Alphatec's common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If certain events that constitute a "fundamental change" occur, then, subject to a limited exception, noteholders may require Alphatec to repurchase their notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. In connection with the pricing of the notes, Alphatec entered into privately negotiated capped call transactions with one or more of the initial purchasers of the notes and/or their respective affiliates and/or other financial institutions. The capped call transactions are expected generally to reduce the potential dilution to Alphatec's common stock upon any conversion of the notes and/or offset any cash payments Alphatec is required to make in excess of the principal amount of the converted notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions will initially be $27.68 per share of Alphatec's common stock, which represents a premium of 100% over the last reported sale price of Alphatec's common stock on The Nasdaq Global Select Market of $13.84 per share on Aug. 5, 2021, and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers of the notes exercise their option to purchase additional notes, Alphatec expects to enter into additional capped call transactions with the option counterparties. Alphatec has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Alphatec's common stock and/or purchase shares of Alphatec's common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Alphatec's common stock or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Alphatec's common stock and/or purchasing or selling shares of Alphatec's common stock or other of Alphatec's securities in secondary market transactions following the pricing of the notes and from time to time prior to the maturity of the notes (and are likely to do so following any conversion of the notes, any repurchase of the notes by Alphatec on any fundamental change repurchase date, any redemption date or any other date on which the notes are retired by Alphatec, in each case if Alphatec exercises the relevant election under the capped call transactions where such termination is at Alphatec's option). This activity could also cause or avoid an increase or a decrease in the market price of Alphatec's common stock or the notes, which could affect the ability of holders of the notes to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares of Alphatec's common stock, if any, and value of the consideration that holders of notes will receive upon conversion of such notes. Alphatec estimates that the net proceeds from the offering will be approximately $266.2 million (or approximately $306.2 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers' discounts and commissions and estimated offering expenses. Alphatec intends to use approximately $34.7 million of the net proceeds to fund the cost of entering into the capped call transactions. Alphatec expects to use approximately $25.0 million of the net proceeds to repurchase approximately 1.806 million shares of its common stock from certain purchasers of notes in privately negotiated transactions effected through one of the initial purchasers of the notes or its affiliate, as Alphatec's agent, concurrently with the note offering. Alphatec intends to use approximately $45.2 million of the net proceeds to repay all of the outstanding balance under, and terminate, its term loan, including accrued and unpaid interest, approximately $8.2 million of the net proceeds to repay the outstanding balance under, and terminate, its subsidiary's inventory financing agreement, including accrued and unpaid interest, and the remaining net proceeds for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, then Alphatec intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions. The share repurchases may increase, or reduce the size of a decrease in, the trading price of Alphatec common stock, and may have affected the initial terms of the notes, including the initial conversion price. The notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. About Alphatec Holdings Alphatec Holdings, Inc. (ATEC) (www.atecspine.com), through its wholly-owned subsidiaries, Alphatec Spine, Inc. and SafeOp Surgical, Inc., is a medical device company dedicated to revolutionizing the approach to spine surgery through clinical distinction. ATEC architects and commercializes approach-based technology that integrates seamlessly with the SafeOp Neural InformatiX System to provide real-time, objective nerve information that can enhance the safety and reproducibility of spine surgery. Alphatec Holdings reported a net loss of $78.99 million for the year ended Dec. 31, 2020, compared to a net loss of $57 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $441.03 million in total assets, $107.57 million in total current liabilities, $55.79 million in long-term debt, $25.41 million in operating lease liability (less current portion), $15.14 million in other long-term liabilities, $23.60 million in redeemable preferred stock, and $213.51 million in total stockholders' equity. AMERICAN TIRE: Moody's Hikes CFR to B3, Outlook Stable ------------------------------------------------------ Moody's Investors Service upgraded the ratings for American Tire Distributors, Inc. (New), including the corporate family rating and senior secured first-out term loan due 2023 to B3 from Caa1, the senior secured second-out term loan to Caa1 from Caa2 and the probability of default rating to B3-PD from Caa1-PD. The outlook is stable. The upgrade reflects the ongoing improvement in American Tire's credit metrics, and Moody's expectation for this trend to continue with Moody's adjusted debt/EBITDA expected to be maintained below 6x by the end of 2021. A favorable demand environment for replacement tires along with productivity initiatives enacted by the company should, in Moody's view, support further improvement in American Tire's credit metrics into 2022 despite near-term headwinds including higher freight costs and supply challenges. The following rating actions were taken: Upgrades: Issuer: American Tire Distributors, Inc. (New) Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Corporate Family Rating, Upgraded to B3 from Caa1 Senior Secured First Out Bank Credit Facility, Upgraded to B3 (LGD3) from Caa1 (LGD4) Senior Secured Second Out Bank Credit Facility, Upgraded to Caa1 (LGD4) from Caa2 (LGD5) Outlook Actions: Issuer: American Tire Distributors, Inc. (New) Outlook, Remains Stable RATINGS RATIONALE American Tire's ratings reflect the company's strong market position as a distributor of consumer replacement tires with a large national footprint and considerable scale. The ratings incorporate the company's elevated, albeit improving, financial leverage, competitive industry dynamics and modest operating margin profile. After outperforming the broader replacement tire market in 2020 with positive revenue growth, Moody's expects American Tire's revenue growth to be at least in the mid-teens percentage range for 2021. This growth is supported by increased volumes as vehicle miles traveled continue to recover, new business wins for American Tire and higher pricing passed on from the company's tire suppliers. Moody's expects American Tire's earnings margin, though, to remain relatively stable over the next twelve months as earnings contribution from higher volumes and price is offset by increased freight and operating costs. American Tire has initiated several productivity initiatives over the past year, including optimizing its network routes, scaling its salesforce, and improving its sourcing and procurement capabilities. Moody's expects American Tire to continue to build on these initiatives into 2022 and should help counter the near-term cost inflation in the business. The stable outlook reflects Moody's expectations for American Tire to maintain debt/EBITDA below 6x and generate moderately positive free cash flow of about 4% of total debt over the next twelve months. Moody's expects American Tire's liquidity to be adequate through 2022 with good free cash flow generation. The company has made substantial improvement over the past twelve months in managing its working capital efficiently, resulting in more than $70 million in free cash flow for 2020. Moody's expects the company to generate at least $80 million in free cash flow in 2021 as higher earnings more than offset working capital usage and normalized capex spending. A significant component of American Tire's liquidity is availability under its approximately $1 billion asset-based lending facility (ABL). Moody's expects the company to maintain adequate availability through 2022, with highest period of borrowing during the first quarter of the year as the company typically burns cash to build up inventory. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if American Tire demonstrates continual earnings growth that supports Moody's-adjusted EBITDA margins maintained near 7% and debt/EBITDA sustained below 5.5x. Expectations for American Tire to maintain prudent working capital management to generate free cash flow to debt near 5% could also result in an upgrade. The ratings could be downgraded if cost pressures not offset by productivity initiatives lead to weaker earnings such that debt/EBITDA is expected to approach 7x or EBITA/interest expense is below 1.0x. A deterioration in liquidity, including negative free cash flow or reduced availability under the company's revolver, could pressure the ratings. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. Headquartered in Huntersville, North Carolina, American Tire Distributors, Inc. is a wholesale distributor of tires, custom wheels, and related tools. It operates more than 130 distribution centers in the US and Canada and generated about $5.3 billion of revenue for the twelve-month period ending July 3, 2021. The company is owned by a large consortium of investors, including prior creditors. ATLANTIC WORLDWIDE: Files for Chapter 11 Bankruptcy --------------------------------------------------- Clarissa Hawes of Freight Waves reports that a Texas freight forwarder, Atlantic Worldwide Shipping LLC, filed Chapter 11 bankruptcy. The freight forwarder's list of secured creditors includes North Mill Credit Trust of Mill Valley, California, owed nearly $87,000 for a 2020 Freightliner and the U.S. Small Business Administration, headquartered in Washington, owed $149,000. Among Atlantic Worldwide Shipping’s top nonpriority unsecured creditors are: Al Shamali International Freight Services LLC of Dubai, United Arab Emirates, owed more than $1.4 million; logistics payment platform PayCargo LLC of Miami, owed over $745,000; and CaroTrans International of Houston, owed more than $18,000. It also owes Landstar Systems Inc. of Jacksonville, Florida, nearly $8,000. Atlantic Worldwide Shipping's bankruptcy petition lists several trucking companies among its priority unsecured creditors, which include: Kukhianidze Transportation of Morrisville, Pennsylvania, owed nearly $4,300; Z7 Transportation Inc. of Glendale, California, owed over $2,000; and Manukyan Transportation Inc., also of Glendale, owed $1,900. According to Atlantic Worldwide Shipping's financials, its gross revenues from Jan. 1, 2021 until its bankruptcy filing date are over $450,000. Its petition states the company made nearly $2.1 million in 2020 and around $2.2 million in 2019. Madhavadas Nair is listed as the general manager of Atlantic Worldwide Shipping. As of publication, Nair did not respond to FreightWaves' request seeking comment. Legal woes The company is battling four breach of contract lawsuits that are pending against Atlantic Worldwide Shipping and Prijl Kumar Sasidharan, a codebtor of the company, from Missouri City, Texas. Merchant Capital of Brooklyn, New York, filed suit in Nassau County Supreme Court in Mineola, New York, for nearly $105,000. Breach of contract suits filed against Atlantic Worldwide Shipping in Kings County Supreme Court in Brooklyn are by Tiger Capital Group LLC of Flushing, New York, owed nearly $410,000; Stat Capital Funding of Brooklyn, owed nearly $207,000; and Novus Capital Funding LLC of New City, New York, owed over $70,000. A creditors' meeting is scheduled for Aug. 26, 2021. About Atlantic Worldwide Shipping Advantage Worldwide Shipping, LLC, a freight management and logistics company, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-32642) on Aug. 3, 2021. In the petition signed by Madhavadas Nair, general manager, the Debtor had $252,080 in assets and up to $4,701,322 in liabilities. Judge Eduardo V. Rodriguez oversees the case. The Lane Law Firm, led by Robert Chamless Lane, is serving as the Debtor's counsel. AVERY COMMERCIAL: Unsecureds Will be Paid in Full Under Plan ------------------------------------------------------------ Avery Commercial Small C, LLC, filed a Plan and a Disclosure Statement. The Debtor owns two commercial real estate properties in Tucson, Arizona. Its source of income is rent from these properties. The properties are: a. 9630 N. Oracle, Oro Valley, Arizona, 85737; and b. 6691 Thornydale Road, Tucson, Arizona 85741. Under the Plan, Class 4 Allowed Unsecured Claims total approximately $12,000. The Debtor will pay the unsecured claims in full over twelve months at no interest. The initial payment will be made on the 30th day following the Effective Date. The Reorganized Debtor will pay the claims in Class 4 from available cash on hand. Class 4 is impaired. Acceptance of the Plan from holders of Class 4 Claims will be solicited. Proposed counsel for the Debtor: PROPOSED COUNSEL FOR THE DEBTOR: Carl Michael Barto 817 Guadalupe Laredo, Texas 78040 State Bar No. 01852100 S.D. Tex No. 6830 Tel: (956) 725-7500 Fax: (956) 722-6739 E-mail: cmblaw@netscorp.net A copy of the Disclosure Statement dated August 4, 2021, is available at https://bit.ly/3CqZdzE from PacerMonitor.com. About Avery Commercial Small C Avery Commercial Small C, LLC sought protection under Chapter 11 of the Bankruptcy Code on Feb. 22, 2021 (Bankr. S.D. Tex. Case No. 21-50020). Brian T. Moreno, the Debtor's vice president and chief operating officer, signed the petition. In the petition, the Debtor disclosed total assets of $4,985,519 and total liabilities of $3,398,302. The Debtor is represented by Carl M. Barto, Esq., at the Law Offices of Carl M. Barto. Great Western Bank, secured creditor, is represented by: Diann M. Bartek, Esq. Jeana Long, Esq. Dykema Gossett PLLC 1400 N. McColl Road, Suite 204 McAllen, TX 78501 Telephone: (956) 984-7400 Facsimile: (956) 984-7499 Email: dbartek@dykema.com jlong@dykema.com Wells Fargo Bank, also as secured creditor, is represented by: Robert L. Barrows, Esq. Warren, Drugan & Barrows, P.C. 800 Broadway, Suite 200 San Antonio, TX 78215 Telephone: (210) 226-4131 Facsimile: (210) 224-6488 Email: rbarrows@wdblaw.com BEASLEY BROADCAST: Posts $188K Net Income in Second Quarter ----------------------------------------------------------- Beasley Broadcast Group, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $187,694 on $59.57 million of net revenue for the three months ended June 30, 2021, compared to a net loss of $18.17 million on $30.38 million of net revenue for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $10.50 million on $107.79 million of net revenue compared to a net loss of $27.11 million on $88.03 million of net revenue for the six months ended June 30, 2020. As of June 30, 2021, the Company had $771.86 million in total assets, $518.56 million in total liabilities, and $253.31 million in total equity. Management Commentary Commenting on the financial results, Caroline Beasley, chief executive officer, said, "Beasley's strong 2021 second quarter financial results reflect growing momentum across our media platform, as the continuing broad-based economic recovery accelerated demand from consumers and advertisers for our premium content and marketing and advertising services. With the significant rebound in the commercial advertising market, second quarter net revenue of $59.6 million increased 24% over first quarter 2021 levels and 96% over the comparable prior year period. Top line growth combined with the meaningful actions we have taken over the past year to permanently reduce costs and improve operating efficiencies, resulted in a significant rebound in net income to $0.2 million and SOI to $11.1 million, as well as positive free cash flow of approximately $1.0 million. "Throughout the second quarter, the resumption of advertising in key categories combined with the success of our content monetization strategies resulted in year-over-year revenue growth across all fifteen of our markets, with healthy double-digit revenue increases in Boston, Detroit, Philadelphia and Wilmington. Notably, our continued emphasis on strong local content and consumer engagement drove best-in-industry ratings performance for our station clusters, according to Nielsen. Our cumulative on-air audience share approached pre-pandemic levels in the second quarter, having grown consistently since the height of the COVID-19 pandemic in 2020. While second quarter non-traditional revenue (NTR) and events revenue was minimal, we made the strategic decision to fully re-open our events business in the third quarter, given the continued strengthening of commerce and consumer activities in our markets, and expect incremental revenue from this source in the second half of 2021. As we work to return all of our revenue sources to pre-pandemic levels of operation, we are closely tracking potential impacts from the Delta variant and the uncertainty it may bring to businesses we serve and our future operating results. "Our ongoing focus on digital innovation and the strategic investments we are making in our digital and esports infrastructure and content production capabilities are delivering positive results and continue to highlight the value of our long-term revenue and cash flow diversification strategies. Growing consumer and advertiser demand for Beasley's digital audio content drove a 96% year-over-year increase in digital revenue, with digital accounting for approximately 13.4% of total second quarter revenue, compared to 13.4% in the prior year period and 12% in the 2021 first quarter. With growing audience share and engagement, Beasley's digital network delivered record digital audience impressions in the second quarter, with total digital impressions growing 29% over the prior year period. "The meaningful actions we have taken over the last year to implement permanent expense reductions, increase operating efficiencies and improve our balance sheet and overall capital structure have enabled Beasley to emerge from the pandemic a much stronger company with the financial flexibility to support our future growth. Earlier this year we completed a $300.0 million offering of 8.625% senior secured notes due 2026. The net proceeds of the offering were used to repay in full existing indebtedness under the Company's senior secured credit facilities and other debt, with the remaining proceeds added to our balance sheet for general corporate purposes. As a result, including the $10.0 million loan we received pursuant to the Paycheck Protection Program in early March, we ended the quarter with a significantly improved liquidity profile with over $57 million on our balance sheet. "This year, Beasley will celebrate its 60th anniversary. We will mark this important milestone during a time of significant mourning following the passing in early June of George Beasley, my father and our founder and Chairman. Inspired by a commitment to provide a voice for the voiceless in his local community, George built his very first station in Benson, North Carolina in December of 1961. Over the next 60 years, his hard work and vision paved the way for what our Company has become today – one of America's premiere publicly traded media companies, consisting of 62 radio stations located in 15 large and medium-sized markets with digital offerings and an esports division. We intend to build upon George's vision by continuing to grow our media platform, while maintaining Beasley's organization-wide commitment to 'local' and our culture of innovation, entrepreneurship, integrity and respect. "In summary, the experience of our team and strong competitive positions and ratings in our markets, combined with the steps we have taken to strengthen our financial position and improve operating efficiencies across the business were key factors in Beasley's ability to generate cash flow from operations and return to profitability in the second quarter of 2021. Our operating momentum has continued into the third quarter, and we expect to generate year-over-year revenue growth from all of our non-political revenue sources for the remainder of the year. Looking ahead, our strategic priorities remain focused on serving our communities, while diversifying our revenue, growing our cash flow and maintaining a solid and flexible balance sheet with liquidity at current or higher levels, which we believe will best position Beasley for near- and long-term success and the enhancement of stockholder value." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1099160/000119312521239243/d172221d10q.htm About Beasley Broadcast Group Beasley Broadcast Group, Inc. -- http://www.bbgi.com/-- owns and operates 62 stations (47 FM and 15 AM) in 15 large- and mid-size markets in the United States. Approximately 20 million consumers listen to the Company's radio stations weekly over-the-air, online and on smartphones and tablets, and millions regularly engage with the Company's brands and personalities through digital platforms such as Facebook, Twitter, text messaging, digital and web applications and email. Beasly Broadcast reported a net loss of $18.87 million for the year ended Dec. 31, 2020. * * * As reported by the TCR on Jan. 21, 2021, S&P Global Ratings placed the 'CCC+' issuer credit rating on Beasley Broadcast Group Inc. on CreditWatch with positive implications. BLACK CREEK CONDOS: Rents Belong to Lender, Court Says ------------------------------------------------------ Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey, in separate orders, denied approval to the cross-motion filed by Black Creek Condos LLC; Black Creek Condos 57592 LLC; Black Creek Condos, 5759 LLC; and Camp Monte LLC, regarding the use of cash collateral. Meanwhile, the Court granted the Motion of Pender East Credit 1 REIT, L.L.C. for adequate protection and to enforce the Assignment of Rents. Judge Meisel ruled that rents are not property of the estates and title to the Rents remains exclusively with Pender. The Debtors' objections to the enforcement of the Assignment of Rents -- whereby the Debtors unconditionally assigned all Rents to the Lender -- are overruled. As interim adequate protection for the Debtors' ongoing use of the Debtors' Real Property: a. the Lender is granted replacement liens on all assets of the Debtors other than claims or causes of action of the estates; b. the Debtors shall collectively make monthly adequate protection payments to Lender in an amount equal to the monthly post-judgment interest payments on the Foreclosure Judgment at 3.50% interest per annum. The parties agree that the per diem amount that the Debtors shall collectively be responsible for is $301; and c. the Lender shall have an allowed claim under Section 507(b) of the Bankruptcy Code to the extent that adequate protection of the Lender's interests in its collateral proves insufficient. The Court directed the Debtors to immediately remit to the Lender any payments and proceeds derived from the Rents assigned under the Assignment of Rents. A copy of one of the orders is available for free at https://bit.ly/2VDuuie from PacerMonitor.com. A final hearing on adequate protection, which shall include a valuation hearing regarding the value of the Real Property, will be held on September 28, 2021. About Black Creek Condos Black Creek Condos LLC filed a Chapter 11 petition (Bankr. D. N.J. Lead Case No. 21-15192) on June 24, 2021, together with its two affiliates, Black Creek Condos 57592 LLC and Black Creek Condos 57593 LLC. A third affiliate, Camp Monte LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 21-15195) the next day. The Debtors own a combined total of 23 condominium units in the Black Creek Sanctuary Condominium Association development known as the Black Creek Sanctuary located in the Township of Vernon, New Jersey. In the petitions signed by Moshe Rudich, managing member, each Debtor estimated $1 million to $10 million in both assets and liabilities. The cases are jointly administered under Black Creek Condos LLC's case. Judge Stacey L. Meisel oversees the cases. Hook & Fatovich, LLC serves as counsel for the Debtors. BOMBARDIER INC: Moody's Hikes CFR to Caa1, Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service upgraded Bombardier Inc.'s corporate family rating to Caa1 from Caa2, its probability of default rating to Caa1-PD from Caa2-PD, senior unsecured notes rating to Caa1 from Caa2 and assigned a Caa1 rating to it new senior unsecured notes. The Speculative Grade Liquidity Rating is unchanged at SGL-3, indicating adequate liquidity. The outlook has been changed to stable from negative. "The upgrade reflects Bombardier's progress in extending its debt maturity profile, including the expected notes issuance, the company's next maturity is December 2024 which has removed near-term refinancing risk" said Jamie Koutsoukis, Moody's analyst. Upgrades: Issuer: Bombardier Inc. Corporate Family Rating, Upgraded to Caa1 from Caa2 Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1 (LGD4) from Caa2 (LGD4) Issuer: Connecticut Development Authority Senior Unsecured Revenue Bonds, Upgraded to Caa1 (LGD4) from Caa2 (LGD4) Assignments: Issuer: Bombardier Inc. Senior Unsecured Regular Bond/Debenture, assigned Caa1 (LGD4) Outlook Actions: Issuer: Bombardier Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE Following Bombardier's sale of its Transportation business to Alstom, in January 2021, the company repaid about $2.7 billion of debt (maturities that were between 2021 and 2023). Also in June 2021, it refinanced $1 billion of debt with maturities in March 2022, October 2022, and January 2023. With the announced notes issuance, Bombardier will have repaid or extended the maturity of its debt through to December 2024. This has removed significant refinancing risk for the credit until then. Bombardier is constrained by 1) continued cash flow consumption (estimated at around $400 million through the end of 2022) which will reduce Bombardier's currently adequate liquidity, 2) high leverage (an estimated 20x in 2021, 11x in 2022), 3) execution risks relating to Bombardier growing its earnings and generating positive free cash flow, 4) high fixed charges including interest of about $800 million per year that constrain the company's ability to generate free cash flow and 5) its participation in the business jet market which can be cyclical and has a number of strong competitors. Bombardier benefits from 1) adequate liquidity over the next year, 2) significant scale, and a good market position in its remaining business jet segment, and 3) a nearly $11 billion backlog. Bombardier has adequate liquidity (SGL-3), with about $2.3 billion of available liquidity sources versus Moody's estimate of about $1.4 billion in uses. Sources are cash of $2.3 billion at Q2/21. Uses include Moody's expectation of $400 million of free cash flow usage through 2022 and Moody's expectation of $1 billion to be maintained on the balance sheet to fund working capital needs. Bombardier doesn't have access to a revolving credit facility. The stable outlook reflects the extended debt maturity profile of the company (though the company has sizeable maturities beginning in December 2024) as well as Moody's expectation of an improvement in performance and leverage in 2021 and 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Moody's develops concerns over the adequacy of the company's liquidity. Factors that could lead to an upgrade include less debt with adjusted financial leverage below 8x (30x LTM Q2/21) and sustainable free cash flow generation (negative $600 million expected for 2021). Bombardier has a dual class share structure by where the founding family has 50.9% of the voting rights through a special class of stock carrying 10 votes a share. The same group also has four of the company's 14 board seats, despite owning just 12.2% of the equity. The principal methodology used in these ratings was Aerospace and Defense Methodology published in July 2020. Headquartered in Montreal, Quebec, Canada, Bombardier Inc. is a manufacturer of business jets. Revenues in 2020 were $6.5 billion, pro-forma for the sale of its transportation segment. BOMBARDIER INC: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Bombardier Inc. to stable from negative and affirmed its 'CCC+' issuer credit rating on the company. S&P said, "We also raised our issue-level ratings on the company's senior notes to 'CCC+' from 'CCC', and revised our recovery rating on the notes to '4' from '5', reflecting our reassessment of the recovery prospects of these obligations given a notable reduction in debt outstanding. "In addition, we assigned our 'CCC+' issue-level rating and '4' recovery rating to Bombardier's proposed US$750 million senior notes due 2028. The '4' recovery rating indicates our expectation for average (30%-50%; rounded estimate: 35%) recovery in the event of default." The stable outlook reflects significantly lowered debt refinancing risks as well as Bombardier's progress with improving profitability and reducing cash burn amid currently favorable industry and capital market conditions. New debt issuance, combined with debt reduction from excess cash, mitigates near-term refinancing risks. Bombardier expects to issue US$750 million of new senior notes to refinance its remaining 2022 and 2023 maturities totaling about US$1 billion. Following this transaction, the company will have repaid or refinanced debt maturities through December 2024 when US$1 billion of senior notes are due. S&P said, "We believe the repayments meaningfully address our concerns about near-term refinancing risk while helping lower the company's relatively high debt service costs. We also expect Bombardier will sustain adequate liquidity on a pro forma basis primarily supported by close to US$1.5 billion of available cash when excluding US$400 million of restricted cash." Profitability improvements amid favorable industry outlook should support ongoing recovery of earnings. S&P said, "We view the company's second-quarter 2021 operating results (a run-rate annual EBITDA of about US$572 million) as providing early support to management's ability to execute its multiyear plan to improve profitability and free cash flow. Management raised its public guidance for revenue (to more than US$5.8 billion) and EBITDA (to more than US$575 million) while lowering its free cash flow burn in 2021 to US$300 million from its previous estimate of US$500 million. It has managed this achievement while it continues to execute a US$10.7 billion order backlog (for business jets and aftermarket services) amid favorable near-term outlook for domestic business jet usage and decade-low used aircraft inventory. We view these resulting metrics as reasonable and, accordingly, have adjusted higher our near-term operating and financial forecasts for the company. We remain somewhat cautious for 2022, reflecting Bombardier's still-significant execution need to realize the company's ambitious savings target as well potential disruptions from a resurgence of the coronavirus." In S&P's opinion, the company's five-year initiative (announced March 4, 2021) to improve pro forma EBITDA to about US$1.5 billion by 2025 from US$200 million in 2020, while ambitious, is plausible to some extent. The plan primarily focuses on Bombardier's high cost structure and aims to benefit from a significantly improved unit cost of the maturing Global 7500 aircraft; US$400 million (by 2023) of corporate actions (including US$150 million from headcount reductions); and growth at the profitable aftermarket services segment. The discontinuance of Bombardier's unprofitable Learjet small aircraft production should also help profitability beyond 2021. Bombardier's achievement of this target would position the company's profitability closer to that of direct peers such as Gulfstream Aerospace Corp. However, in our opinion, rising competitive risks (particularly for large aircraft from Gulfstream), and the need for the company to eventually reinvest in its aircraft platforms, necessitate a timely execution of the recovery plan by its new leadership. S&P's base-case scenario assumes these actions will fuel more than US$800 million of S&P Global Ratings' adjusted EBITDA by 2022 and that the company can generate more than US$250 million of discretionary free cash flow by 2023. S&P said, "Bombardier's debt leverage will remain significant in the near term. On a pro forma basis, we expect Bombardier will have about US$7.1 billion of reported, and about US$8.4 billion of S&P Global Ratings' adjusted debt when incorporating amounts for pension deficits, leases, and preferred shares. While debt service costs should ease somewhat given repayments, free cash flow will likely remain modest through 2022. As a result, we expect S&P "Global Ratings' adjusted debt to EBITDA ratio will remain weak in the 10x area in 2022 even as we incorporate a meaningful 60%-plus year-over-year improvement of S&P Global Ratings' adjusted EBITDA. Therefore, we believe Bombardier remains vulnerable to execution risks related to its earnings and cash flow recovery plan and depends on very supportive business conditions to support ongoing investment and its future commitments." Improved recovery prospects for unsecured creditors is spurred by lower prospective debt levels. The revision to S&P's recovery ratings on the company's unsecured debt to '4' from '5' is based on debt repayment of about US$2.7 billion using proceeds from the sale to Alstom of Bombardier Transportation (BT). Lower debt levels improve recovery prospects for unsecured creditors, with recovery for unsecured creditors in a default scenario improving to 35% (rounded estimate) from 25% (rounded estimate) previously. The stable outlook reflects significantly lowered debt refinancing risks as well as Bombardier's progress to improve profitability and reduce cash burn amid currently favorable industry and capital market conditions. Still, S&P expects debt levels will remain high in relation to cash flow in the near term, which will keep the company vulnerable to operational missteps or a change in market conditions owing to new coronavirus variants or cyclical effects. S&P said, "We could lower the ratings on Bombardier if we envision a default or distressed exchange in the next 12 months. Conditions supporting such a scenario include the company failing to execute on stated cost actions such that reported EBITDA and free cash flow is materially weaker than our base-case scenario, increasing the potential for a liquidity crisis while affecting the company's ability to invest in its growth and sustainability. "We could consider an upgrade in the next 12 months if the company demonstrates it can manage positive free cash flow through a sustained improvement in its profitability while remaining competitive for new orders. Under this scenario, we would expect Bombardier will meet or exceed our base-case forecast for the next two years (most notably improve leverage to the 8x area) while maintaining adequate liquidity." BRAZOS ELECTRIC: Taps O'Melveny & Myers as Co-Counsel ----------------------------------------------------- Brazos Electric Power Cooperative, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ O'Melveny & Myers LLP as co-counsel with Norton Rose Fulbright US, LLP. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued management and operation of its business; b. advising and consulting on the conduct of the Debtor's Chapter 11 case, including all of the legal and administrative requirements of operating in Chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions 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 in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the estate; e. preparing legal papers; f. representing the Debtor in connection with any securitization matter; g. advising the Debtor in connection with any potential sale of its assets; h. appearing before the bankruptcy court and appellate courts to represent the interests of the Debtor's estate; i. advising the Debtor regarding tax matters; j. taking all necessary actions to protect and preserve the value of the Debtor's estate; and k. performing all other necessary legal services for the Debtor in connection with the prosecution of its case, including (i) analyzing the Debtor's leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of claims against the Debtor and liens against its property; and (iii) advising the Debtor on corporate and litigation matters. The firm's hourly rates are as follows: Partners $700 to $1,350 per hour Legal Assistants $230 to $480 per hour O'Melveny & Myers will also be reimbursed for out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, O'Melveny & Myers provided the following in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The firm has discussed a prospective budget and staffing plan with the Debtor. Louis Strubeck, Jr., Esq., a partner at O'Melveny & Myers, 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: Louis R. Strubeck, Jr., Esq. O'Melveny & Myers LLP 2501 North Harwood Street Suite 1700 Dallas, TX 75201-1663 Tel: (972) 360-1925 Email: lstrubeck@omm.com About Brazos Electric Power Cooperative Brazos Electric Power Cooperative Inc. is a 3,994-megawatt transmission and generation cooperative which members' service territory covers 68 counties from the Texas Panhandle to Houston. It was organized in 1941 and the first cooperative formed in the Lone Star state with the primary intent of generating and supplying electrical power. At present, Brazos Electric is the largest generation and transmission cooperative in the state and is the wholesale power supplier for its 16 member-owner distribution cooperatives and one municipal system. Brazos Electric filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 21-30725) on March 1, 2021. At the time of the filing, the Debtor disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the case. The Debtor tapped Norton Rose Fulbright US, LLP and O'Melveny & Myers LLP as bankruptcy counsel; Foley & Lardner LLP and Eversheds Sutherland US LLP as special counsel; Collet & Associates LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. Ted B. Lyon & Associates, The Gallagher Law Firm, West & Associates LLP, Butch Boyd Law Firm and Boyd Smith Law Firm, PLLC serve as special litigation counsel. 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 case on March 15, 2021. The committee is represented by the law firms of Porter Hedges, LLP and Kramer, Levin, Naftalis & Frankel, LLP. FTI Consulting, Inc. and Lazard Freres & Co. LLC serve as the committee's financial advisor and investment banker, respectively. BRE/EVERBRIGHT M6: Moody's Assigns First Time 'B2' CFR ------------------------------------------------------ Moody's Investors Service assigned first time ratings to BRE/Everbright M6 Borrower LLC (dba "Motel 6" or "Borrower") including a B2 corporate family rating, B2-PD probability of default rating and a B2 rating on its proposed $300 million senior secured term loan. The rating outlook is stable. Proceeds from the proposed term loan along with $685 million of new commercial mortgage backed securities ("CMBS") will be used to refinance existing indebtedness, pay transaction fees and expenses, and fund a CMBS reserve account. The assigned ratings are subject to review of final documentation. The B2 CFR assignment reflects that while Moody's expect significant improvement in Motel 6's operating performance and credit metrics as it recovers from the global coronavirus pandemic, pro forma consolidated financial leverage will remain high over the next year as it will take time to fully recover from the coronavirus related downturn. The rating also incorporates governance considerations given the company's private equity ownership, as private equity owners tend to have more aggressive financial strategies. Assignments: Issuer: BRE/Everbright M6 Borrower LLC Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured Term Loan, Assigned B2 (LGD4) Outlook Actions: Issuer: BRE/Everbright M6 Borrower LLC Outlook, Assigned Stable RATINGS RATIONALE Motel 6's B2 corporate family rating is constrained by high consolidated debt/EBITDA which will exceed 6.5x over the next year despite significant improvement in EBITDA as it recovers from the global coronavirus pandemic (all metrics include Moody's standard adjustments). The company saw a material decline in 2020 earnings due to travel restrictions related to the spread of COVID-19. When coupled with increased liability payments related to significant asset sales, free cash flow turned highly negative for the year. The rating also reflects the company's small revenue scale and reliance on one brand for a predominant majority of sales, with Motel 6 economy hotels comprising nearly 90% of its hotel units and the remaining portion derived from Studio 6 extended stay units. The company also has significant exposure to owned and operated assets through its non-guarantor CMBS/PropCo entities, which is viewed negatively as it could increase revenue and earnings volatility. These owned properties are also geographically concentrated in California, which comprised nearly two-thirds of its owned hotel portfolio. The rating is supported by Motel 6's credible scale and well-known brand in the US and its focus on the economy segment of the lodging industry, which has demonstrated better performance than other lodging segments during the pandemic, with a higher level of resilience in revenue per available room (RevPAR). The company's franchise based business provides significant support, as it typically generates stable and recurring earnings streams. The Motel 6 system is comprised of around 1,400 hotels, with around 1,300 franchised units and 106 owned and operated. Motel 6's liquidity is adequate, supported by modest balance sheet cash and Moody's expectation for improved positive free cash flow generation. Liquidity is significantly constrained by the lack of a revolving credit facility; thus it is critical that the company demonstrate that it can once again generate positive free cash flow. The proposed term loan will not contain any financial maintenance covenants, while its CMBS debt will contain a debt yield covenant that takes effect in January 2023. The B2 rating assigned to the senior secured term loan is equal to the B2 CFR. The term loan is secured by a first priority pledge of 100% of the equity interests of the Borrower and each material, direct, wholly-owned domestic restricted subsidiary, as well as a first priority pledge of all tangible and intangible personal and material assets of the Borrower (specifically, franchise agreements, intellectual property, trademarks and logos) and each material direct, wholly-owned domestic restricted subsidiary subject to customary exclusions. The term loan does not have a security interest in the 106 real estate properties owned by the CMBS / PropCo entities. The term loan will be guaranteed by the direct holding company parent of the Borrower, if any, and each existing and subsequently acquired or organized direct or indirect wholly-owned domestic restricted subsidiary of the Borrower, other than customary excluded subsidiaries. The CMBS / PropCo entities will be restricted, non-guarantor subsidiaries, thus any excess free cash flow after debt service and capital spending requirements will be available to the Borrower for debt service, subject to compliance with a debt yield covenant that begins in January 2023. The secured term loan benefits from a pledge of its equity interests of the holding company that indirectly holds 100% of the equity interests of the issuer of the CMBS Financing and its subsidiaries. While the stock pledge does not afford similar rights as a mortgage, Moody's believe there is material excess value in Motel 6's real estate portfolio, and the Borrower has access to residual cash flows. Moody's exclude from the LGD waterfall the non-recourse debt obligations of the CMBS transaction, but for fundamental rating purposes, include the full amount of the CMBS debt as the Borrower will utilize residual cash flows from the PropCo. As proposed, the proposed term loan is expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the sum of (A) the greater of (1) an amount equal to 100% Consolidated EBITDA at the time of determination and (2) a corresponding dollar amount, plus unused capacity reallocated from the general debt basket, plus unlimited amounts subject to the closing date consolidated first lien net leverage ratio (for pari passu secured debt). No portion of the incremental may be incurred with an earlier maturity than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Motel 6 will maintain sufficient liquidity to support its operations over the next 12-18 months as earnings and cash flow recover from the impact of coronavirus related restrictions and repayment of liabilities associated with significant property sales over the past two years. It also reflects Moody's expectation that the company's consolidated leverage will trend towards 6.5x the next 12-18 months through both earnings recovery and debt reduction. A ratings upgrade would require sustained improvement in operating performance and credit metrics, as well as improved liquidity, such as a return to sustained positive free cash flow of the addition of material committed back up liquidity. Quantitative metrics include lease adjusted debt/EBITDAR sustained below 5.5x and EBITA/Interest coverage exceeding 2.0x. The ratings could be downgraded through a failure to materially improve operating performance or maintain adequate liquidity, including sustained cash flow deficits, or if financial strategies become more aggressive. Quantitatively, the ratings could be downgraded if lease adjusted debt/EBITDAR remains above 6.5x and EBITA/Interest coverage below 1.5x. Headquartered in Carrollton, Texas, Motel 6 is a leading provider of economy lodging with 1,400 hotels across both the Motel 6 and Studio 6 (extended stay) brands. The company has been owned by private equity firm Blackstone Group since 2012, through its real estate fund Blackstone Real Estate Partners VII. Pro forma consolidated revenues are less than $300 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. BUCKINGHAM SENIOR: Committee Taps Hunton Andrews as Legal Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Buckingham Senior Living Community, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Hunton Andrews Kurth, LLP as its legal counsel. The firm's services include: a) participating in telephonic meetings of the committee and subcommittees formed thereby, and otherwise advising the committee with respect to its rights, powers and duties in the Debtor's Chapter 11 case; b) assisting the committee in its consultations and negotiations with the Debtor and other parties in interest regarding the administration of the case; c) assisting the committee in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales, asset dispositions, financing arrangements, and cash collateral issues; d) representing the committee at hearings and other proceedings before the bankruptcy court and such other courts as appropriate; e) assisting the committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under any executory contracts or unexpired leases; f) assisting the committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor, the Debtor's operations, and the desirability of continuing such operations, and any other matters relevant to the case; g) representing the committee in the negotiation, formulation or objection to any Chapter 11 plan and all documentation related thereto; h) advising the committee regarding its powers and duties under the Bankruptcy Code; i) assisting the committee in the evaluation of claims and in litigation matters, including avoidance actions; j) reviewing and analyzing complaints, motions, applications, orders and other pleadings filed with the court, and advising the committee with respect to its positions thereon and the filing of any responses thereto; k) reviewing and analyzing third party reports or analyses prepared in connection with potential claims of the Debtor, advising the committee with respect to its positions thereon, and performing such other diligence and independent analysis as may be requested by the committee; l) assisting the committee in preparing pleadings and applications, and pursuing or participating in adversary proceedings, contested matters and administrative proceedings; and m) providing other necessary legal services. The firm's hourly rates are as follows: Robin Russell, Partner $1,125 per hour Joseph Buoni, Partner $820 per hour Catherine A. Diktaban, Associate $575 per hour Jennifer Wuebker, Associate $620 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. Robin Russell, Esq., a partner at Hunton Andrews Kurth, 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: Robin Russell, Esq. Hunton Andrews Kurth LLP 600 Travis Street, Suite 4200 Houston, TX 77002 Tel: (713) 220-4200 Email: rrussell@HuntonAK.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, Thompson & Knight, LLP as special counsel, and B. Riley Advisory Services as financial advisor. 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. BUTCHER SHOP OF CORDOVA: Taps Harris Shelton as Legal Counsel ------------------------------------------------------------- The Butcher Shop of Cordova, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Harris Shelton Hanover Walsh, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor regarding its powers and duties in the management of its property; (b) assisting the Debtor in the preparation of legal papers; (c) representing the Debtor in any bankruptcy court proceeding that seeks the turnover or recovery of its property; (d) assisting in the formulation, negotiation and confirmation of a reorganization plan; (e) assisting in any financial investigation of the Debtor; (f) representing the Debtor at hearings or matters pertaining to its affairs; (g) prosecuting and defending litigation matters and such other matters that may arise in the Debtor's Chapter 11 case; (h) advising the Debtor regarding the assumption or rejection of executory contracts and leases (i) representing the Debtor in business, financial and legal matters that may arise during the pendency of its bankruptcy case; (j) advising on general corporate and litigation issues; and (k) performing other necessary legal services. The firm's hourly rates are as follows: John L. Ryder, Attorney $600 per hour Steven N. Douglass, Attorney $450 per hour Associates $200 per hour Paraprofessionals $100 per hour The firm will be paid a retainer in the amount of $35,000 and will be reimbursed for out-of-pocket expenses incurred. Steven Douglass, Esq., a partner at Harris, 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: Steven N. Douglass, Esq. Harris Shelton Hanover Walsh, PLLC 40 S. Main Street, Suite 2210 Memphis, TN 38103-2555 Tel: (901) 525-1455 Email: snd@harrisshelton.com About The Butcher Shop of Cordova Cordova, Tenn.-based Butcher Shop of Cordova, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 21-22100) on June 29, 2021. In the petition signed by Dennis Day, member, the Debtor listed as much as $50,000 in assets and as much as $10 million in liabilities. Judge Jennie D. Latta oversees the case. Harris Shelton Hanover Walsh, PLLC is the Debtor's legal counsel. CAESARS ENTERTAINMENT: S&P Affirms B ICR, Alters Outlook to Stable ------------------------------------------------------------------ S&P Global Ratings revised the outlook on U.S. gaming operator Caesars Entertainment Inc. to stable from negative and affirmed all ratings, including our 'B' issuer-credit rating. S&P said, "The outlook revision to stable reflects Caesars' recent strong EBITDA performance, making it more likely that adjusted leverage will improve to between 7x and 8x over the next year. Our forecast for adjusted leverage improvement to between 7x and 8x in 2022 from the mid- to high-8x in 2021 incorporates our expectation for Caesars to maintain run-rate EBITDA at around $3.5 billion, and our assumption that Caesars will continue to successfully pursue asset sales and use the proceeds to reduce debt balances. Our measure of adjusted leverage includes EBITDA related to Caesars Digital, cash flow and debt at the non-U.S. businesses of William Hill PLC (through 2021), and Caesars' financing obligation as reported on its balance sheet. "Our expectation for run-rate EBITDA reflects our forecast for revenue declines, relative to 2019, at Caesars' brick-and mortar-casinos to abate in the next few quarters and then grow thereafter, and our belief the company can maintain its brick-and-mortar EBITDA margin in the high-30% area, which reflects a significant improvement to its 2019 margin (pro forma to include a full year of former Caesars operations) in the high-20% area. We believe Caesars will maintain nearly all the cost cuts made as a result of the acquisition of former Caesars, which was completed in July 2020, and many of the cost cuts made during the pandemic. We believe Caesars significantly reduced the expense base related to former Caesars' operations in areas like marketing and labor by reducing duplicative roles and giving property level staff more latitude in decision-making and greater responsibility. "Furthermore, we believe Caesars cut most of the development-related spending at former Caesars, given current management's focus on its U.S. operations. Our forecast for EBITDA also assumes Caesars will not reopen certain low-margin or loss leading amenities such as buffets across many of its properties." S&P's base case forecast assumes: -- Spending at U.S. casinos is supported by continued economic growth. S&P forecasts U.S. GDP to increase 6.7% in 2021 and 3.7% in 2022, and for consumer spending to increase 8.1% in 2021 and 4.1% in 2022. -- 2021 revenue increases significantly relative to 2020 but remains around 10% to 15% below 2019 (pro forma to include a full year of former Caesars in 2019 and excluding Caesars Digital). S&P assumes Las Vegas revenue remains around 20% below 2019. This incorporates about a 30% decline in the first half of the year and our assumption that revenue declines, versus 2019, abate in the second half of the year as leisure travel continues to recover and operating restrictions have eased. S&P assumes regional revenue is around 5% to 10% below 2019. This incorporates about an 18% decline in the first half of the year and its assumption that revenue declines abate in the second half of the year as regional destination casinos benefit from increased leisure travel. -- 2021 EBITDA increases significantly relative to 2020 and about 20% relative to 2019 (pro forma to include a full year of Caesars in 2019 and excluding Caesars Digital). S&P assumes full-year margin improves to the high-30% area, from the high-20% area in 2019 as Caesars maintains many of the cost cuts made in conjunction with the former Caesars acquisition last year and during the pandemic. -- 2022 revenue (excluding digital) increases around 10% to 15% relative to 2021, which had a weak first quarter due to ongoing operating restrictions (particularly in Las Vegas) and heightened consumer concerns regarding the virus. S&P said, "We assume 2022 revenue is flat to up about 5% relative to 2019. We assume Las Vegas revenue is flat to up about 5% relative to 2019 driven by modest growth in leisure travel and convention bookings. We assume regional revenue is flat to up about 5% relative to 2019 driven by continued economic growth supporting spend on leisure activities." --2022 EBITDA increases around 15% to 20% relative to 2021 and about 35% to 45% relative to 2019. The increase in EBITDA reflects revenue growth and S&P's assumption Caesars will sustain many of the cost cuts made during the pandemic. --S&P assumes Caesars Digital is a drag on EBITDA in 2021 and 2022 as the company invests heavily in marketing to attract new customers and build its presence in new markets. -- Asset sale proceeds in 2021 of around $750 million driven largely by the June 2021 sale of Tropicana Evansville, and the expected sale of the operations of Caesars Southern Indiana in the third quarter. -- Caesars completes the sale process of the non-U.S. business of William Hill, which began in the second quarter of 2021, and uses significant asset sale proceeds in 2022 to repay debt, including that at William Hill. Based on these assumptions, S&P arrives at the following credit measures: -- Adjusted leverage in the mid- to high-8x area in 2021, improving to the low-7x area in 2022. -- Adjusted EBITDA coverage of interest expense in the mid-1x area in 2021, improving to the high-1x area in 2022. -- Adjusted funds from operations to debt in the mid-single digit percent area in 2021 and 2022. Asset sales could accelerate deleveraging over the next year. Caesars has articulated plans to pursue a number of asset sales over the next year and use the proceeds for debt reduction. Since S&P said, "Caesars has already launched the sale process for the non-U.S. businesses of William Hill and expects to announce a buyer over the next few months, we incorporate in our base case assumed proceeds from the sale of the non-U.S. businesses of William Hill. Management has articulated that it would use proceeds from that sale for debt reduction, and we incorporate this into our base case. Although management has articulated its intent to sell a Las Vegas Strip asset in 2022, we do not incorporate in our base case any asset sale proceeds from a potential sale because the specific property that will be sold, timeline for a sale, and potential range of proceeds are unknown. Nevertheless, we believe a potential Las Vegas asset sale would likely accelerate the company's deleveraging compared to our base case forecast." Incremental asset sale proceeds and debt reduction above what is incorporated into our forecast could drive 2022 adjusted leverage below 7x, our upgrade threshold for Caesars at the current rating. However, in that scenario, before considering higher ratings, we would have to be more certain Caesars could maintain its EBITDA at a level that would support leverage under 7x, even in the face of potential further COVID-related operating restrictions, an environment of economic weakness, or incorporating potential investment spending. S&P said, "The stable outlook reflects our forecast for adjusted leverage to improve to between 7x and 8x by 2022, because of EBITDA growth and the use of asset sale proceeds to repay debt. "We could lower the ratings if we expect the company to sustain adjusted leverage above 8.5x into 2022, or if adjusted EBITDA coverage of interest expense and rent fell below 1.5x. This could occur if EBITDA was about 15% below our 2022 forecast. "We could consider higher ratings if we expect adjusted leverage can be maintained below 7x. This could occur if Caesars outperformed our 2022 EBITDA forecast by about 5% to 10%, or if the company completed a large asset sale and used the proceeds for debt reduction. In both cases, before raising the rating, we would have to be more certain Caesars' could sustain leverage below 7x even in a scenario of further COVID-related operating restrictions, economic weakness, or possible investment spending." CALIFORNIA PIZZA KITCHEN: Starts Marketing Loan to Fund Ch.11 Exit ------------------------------------------------------------------ Rachel Butt of Bloomberg Law reports that California Pizza Kitchen has launched a new loan to refinance debt it took on to fund its exit from bankruptcy last2020, according to people with knowledge of the matter. The Los Angeles-based chain is working with Guggenheim to solicit term sheets for a senior secured loan of around $170 million, said the people, who asked not to be identified because the discussions are private. Proceeds from the potential deal, along with roughly $60 million of cash, would help pay down the company's debt, the people said. About California Pizza Kitchen California Pizza Kitchen, Inc. -- http://www.cpk.com/-- is a casual dining restaurant chain that specializes in California-style pizza. Since opening its doors in Beverly Hills in 1985, CPK has grown from a single location to more than 200 restaurants worldwide. CPK's traditional dine-in locations are full-service restaurants that serve pizza, salads, pastas and other California-inspired fare, alongside a curated selection of wines and a menu of handcrafted cocktails and craft beers. Though the Company's dine-in restaurants are the primary way the Company serves its customers, CPK also has a number of "off-premises" services and licensing agreements that allow customers to get their favorite CPK dishes on the go. California Pizza Kitchen, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-33752) on July 29, 2020. The Hon. Marvin Isgur oversees the case. At the time of filing, the Debtors have $100 million to $500 million estimated assets and $500 million to $1 billion estimated liabilities. Kirkland & Ellis is serving as legal counsel to CPK, Guggenheim Securities, LLC is serving as its financial advisor and investment banker, and Alvarez & Marsal, Inc., as restructuring advisor. Gibson, Dunn & Crutcher LLP is acting as legal counsel for the group of first lien lenders and FTI Consulting, Inc. is acting as its financial advisor. Prime Clerk is the claims agent. * * * California Pizza Kitchen in November 2020 emerged from Chapter 11 bankruptcy protection with $220 million less in debt and no lending obligations coming due in the near term. CATCH THIS HOLDINGS: Johnson's Personal Income to Fund Plan ----------------------------------------------------------- Catch This Holdings, LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Combined Disclosure Statement and Plan of Reorganization. CTH is owned by Charles Johnson. CTH owns a single family residence located at 18111 SW 4th Court, Pembroke Pines, FL 33029. In August 2019, Mr. Johnson borrowed $225,000.00 from Taylor Made Funding, LLC. In connection with the loan from Taylor Made Funding, LLC, Mr. Johnson transferred the title to the property to CTH. CTH has never had revenue and the source of the payments that were made and the source of the payments proposed to be made in accordance with the Plan are funds derived from Mr. Johnson's personal income. On February 12, 2020, Linda Evans, an assignee of the promissory note and mortgage in favor of Taylor Made Funding, LLC commenced an action in the Circuit Court of Broward County, Florida to foreclose on its interest in the property owned by CTH. Ms. Evans assigned her interest in the promissory note and mortgage to Southeast Funding, Inc. The Debtor's efforts to resolve the matter with Southeast Funding to avoid the filing of this case were unsuccessful. Consequently, this chapter 11 petition was filed. The Debtor's income is typically derived from cash infusions by Mr. Johnson. Given the brief period of its existence, the Debtor has had no income and was not created to generate income. The Debtor intends to restructure and satisfy its obligations to Southeast Funding, its outstanding assessments to the two associations in which the property is located and the outstanding 2021 real property taxes. Upon the Effective Date, the Debtor will pay all allowed administrative expenses and make the initial payments on the obligations. The payments over the life of the Disclosure Statement and Plan will be from Mr. Johnson's personal income. Post confirmation, Charles Johnson will retain his interest in Catch This Holdings, LLC and continue his respective positions with the company. The Plan consists of the following Classes and their respective treatment is as follows: * Class I consists of the Allowed Secured Claim of Southeast. Under the Plan, Southeast will retain its lien on the Silverlakes Property. Commencing on the Effective Date of the Plan and every month thereafter for 36 months, Southeast will commence receiving monthly payments on the 1st day of the month following the Effective Date, a monthly payment of $2,679.44. This payment will represent an interest only payment at the rate of 10.0% per annum. On the 36th month, the Debtor make a balloon payment of the outstanding principal balance of $321,532.29 in satisfaction of the judgment and mortgage in favor of Southeast. * Class II consists of the Claim of Silverlakes Community Association, Inc. On the Petition Date, Silverlakes was due approximately $12,532.00. Under the Plan, the Debtor will make payments of $522.17 per month to Silverlakes towards the past due assessments over a period of 24 months. In addition, the Debtor will remain current on all future quarterly assessments and special assessments. * Class III consists of the Claim of Coconut Sound Recreation Association, Inc. On the Petition Date, Coconut Sound was due approximately $1,877.00. Under the Plan, the Debtor will make payments of $78.21 per month to Coconut Sound towards the past due assessments over a period of 24 months. In addition, the Debtor will remain current on all future quarterly assessments and special assessments. * Class IV consists of the Allowed Secured Claim of the Broward County Tax Collector for outstanding 2021 real property taxes in the amount of $6,910.29. The Debtor intends to pay the claim of Broward County with 55 equal payments of $125.64 per month, which includes interest at the rate of 18% per annum from the Effective Date of the Plan. All future real property taxes will be escrowed and held by the Debtor. This Class is impaired. * Class V consists of Equity Interest. The Equity holders or holders with Allowed Interests will retain their membership interest in the Debtor. This class is impaired. Catch This Holdings, LLC, will continue operating its business. The Plan will be funded from payments from Charles Johnson. A full-text copy of the Disclosure Statement dated August 8, 2021, is available at https://bit.ly/3lNpZfv from PacerMonitor.com at no charge. Attorneys for the Debtor: Nicholas B. Bangos, Esq. Nicholas B. Bangos, P.A. 2560 RCA Blvd., Suite 114 Palm Beach Gardens, FL 33410 Tel.: (561) 781-0202 Email: nick@nbbpa.com About Catch This Holdings Catch This Holdings, LLC, is a Florida limited liability company that was formed in 2019 for the purpose of acquiring certain real property located in Broward County, Florida. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-14535) on May 10, 2021. At the time of the filing, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $500,000. Judge Laurel M. Isicoff oversees the case. Nicholas B. Bangos, PA is the Debtor's legal counsel. CATCH THIS HOLDINGS: Sept. 10 Plan & Disclosure Hearing Set ----------------------------------------------------------- On Aug. 8, 2021, debtor Catch This Holdings, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Combined Disclosure Statement and Plan of Reorganization. On Aug. 9, 2021, Judge Laurel M. Isicoff ordered that: * Sept. 10, 2021, at 9:30 a.m. at the United States Bankruptcy Court, 301 N Miami Ave., Courtroom 8 (8th Fl), Miami, FL 33128 is the hearing on approval of the disclosure statement and confirmation of the plan. * Sept. 7, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. * Aug. 31, 2021, fixed as the last day for filing written acceptances or rejections of the plan. * Aug. 27, 2021, is fixed as the last day for filing objections to Claims. A full-text copy of the Disclosure Statement dated August 9, 2021, is available at https://bit.ly/37sgOJj from PacerMonitor.com at no charge. Attorneys for the Debtor: Nicholas B. Bangos, Esq. Nicholas B. Bangos, P.A. 2560 RCA Blvd., Suite 114 Palm Beach Gardens, FL 33410 Tel.: (561) 781-0202 Email: nick@nbbpa.com About Catch This Holdings Catch This Holdings, LLC is a Florida limited liability company that was formed in 2019 for the purpose of acquiring certain real property located in Broward County, Florida. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-14535) on May 10, 2021. At the time of the filing, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $500,000. Judge Laurel M. Isicoff oversees the case. Nicholas B. Bangos, PA is the Debtor's legal counsel. CBL & ASSOCIATES: Updates Laredo Deficiency Claim Details --------------------------------------------------------- CBL & Associates Properties, Inc., et al., submitted a Third Amended Joint Chapter 11 Plan and a corresponding Disclosure Statement (With Technical Modifications) dated August 9, 2021. Since the filing of the Third Amended Plan, the Debtors have made additional technical modifications to the Third Amended Plan, which are reflected in the Third Amended Joint Chapter 11 Plan of CBL & Associates Properties, Inc. and Its Affiliated Debtors (With Technical Modifications). The following reflects the incremental changes between the Third Amended Plan and the Third Amended Plan (With Technical Modifications): * Laredo Deficiency Claim means a contingent (but maximum) $5,000,000 Unsecured Claim held by U.S. Bank National Association against LP for any amounts under the Loan Modification unpaid after liquidation of the Laredo Property, foreclosure on the Laredo Property and/or credit bid by U.S. Bank National Association for the Laredo Property, in accordance with the terms set forth in the Laredo Settlement Motion, if and as approved by the Bankruptcy Court. * Laredo Disputed Claims Reserve means a reserve established by the Debtors or Reorganized Debtors, as applicable, administered by the Debtors, the Reorganized Debtors, or the Disbursing Agent, as applicable, for payment of Laredo Deficiency Claim in accordance with the Laredo Settlement Motion, if and as approved by the Bankruptcy Court. * Laredo Settlement Motion means, to the extent approved by the Bankruptcy Court, the Joint Motion of Debtor Laredo Outlet Shoppes, LLC and U.S. Bank for Entry of an Order Approving (I) Settlement Agreement and (II) Agreed Dismissal of Chapter 11 Case. * Disputed Claims Reserves. On or before the Effective Date, the Debtors or Reorganized Debtors (with the reasonable consent of the Required Consenting Noteholders), as applicable, shall establish one or more reserves (including the Laredo Disputed Claims Reserve) with respect to amounts that would otherwise be distributable to holders of Unsecured Claims and Section 510(b) Claims that are Disputed Claims (including the Laredo Deficiency Claim) as of the Distribution Record Date), which reserves shall be administered by the Debtors, the Reorganized Debtors, or the Disbursing Agent, as applicable. Like in the prior iteration of the Plan, each holder of an Allowed Unsecured Claim shall receive, in full and final satisfaction of such Claim, such holder's Pro Rata share of the Unsecured Claims Recovery Pool. Plan Distributions of Cash shall be funded from (i) proceeds of the issuance of the New Money Convertible Notes and (ii) the Debtors' Cash on hand as of the applicable date of such Plan Distribution. Proposed Attorneys for Debtors: WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Attn: Alfredo R. Pérez, Esq. Telephone: (212) 310-8000 Facsimile: (713) 224-9511 E-mail: Alfredo.Perez@weil.com – and – WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Attn: Ray C. Schrock, P.C. Garrett A. Fail Moshe A. Fink Telephone: (212) 310-8000 Facsimile: (212) 310-8007 E-mail: Ray.Schrock@weil.com Garrett.Fail@weil.com Moshe.Fink@weil.com About CBL & Associates CBL & Associates Properties, Inc. -- http://www.cblproperties.com/ -- is a self-managed, self-administered, fully integrated real estate investment trust (REIT) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, and office properties. CBL's portfolio is comprised of 107 properties totaling 66.7 million square feet across 26 states, including 65 high-quality enclosed, outlet and open-air retail centers and 8 properties managed for third parties. It seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. CBL, CBL & Associates Limited Partnership and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020 (Bankr. S.D. Tex. Lead Case No. 20-35226). The Debtors have tapped Weil, Gotshal & Manges LLP as their legal counsel, Moelis & Company as restructuring advisor and Berkeley Research Group, LLC, as financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent. CCMW LLC: Seeks to Hire Lynn, Webb & Smith as Financial Consultant ------------------------------------------------------------------ CCMW, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire Lynn, Webb & Smith, PLLC as financial consultant. The firm's services include: (a) reviewing and analyzing the receipts, disbursements, and business transactions of or related to the Debtor from June 2019 to the current date, specifically, but not limited to, those transactions involving the related entities and Ed Regensburg, the Debtor's sole member manager; (b) overseeing the delineation of the business transactions between the Debtor, related entities, and Mr. Regensburg in order to ensure that the transactions are done using acceptable business practices in a manner allowing the Debtor to accurately and transparently report post-petition financial activities; and (c) reporting to the court that the Debtor is in substantial compliance with generally acceptable business practices once the review, analysis and delineation are completed. Jeff Smith, the firm's certified public accountant who will be providing the services, 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 D. Smith, CPA Lynn, Webb & Smith, PLLC 44211 Vickers Store Road Albemarle, NC 28001 Tel.: (910) 944-2605 Email: jeff@lswcpa.com About CCMW LLC Greensboro, N.C.-based CCMW, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No. 21-10395) on July 20, 2021. At the time of the filing, the Debtor had $1 million to $10 million in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP and Lynn, Webb & Smith, PLLC serve as the Debtor's legal counsel and financial consultant, respectively. CHIP'S SOUTHINGTON: May Use Cash Collateral until September 30 -------------------------------------------------------------- Judge James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut authorized Chip's Southington LLC to use cash collateral from August 5, 2021, until the earlier of September 30, 2021, or the occurrence of a Termination Event. The Debtor is authorized to use cash collateral to pay actual and necessary ordinary course operating expenses, pursuant to the budget. The budget provided for the following total operating disbursements on a weekly basis: $60,443 from July 26 to August 1, 2021; $24,695 from August 2 to August 8, 2021; $24,695 from August 9 to August 15, 2021; $24,695 from August 16 to August 22, 2021; $25,937 from August 23 to August 29, 2021; $50,427 from August 30 to September 5, 2021; $18,606 from September 6 to September 12, 2021; $18,606 from September 13 to September 19, 2021; $18,606 from September 20 to September 26, 2021; and $51,797 from September 27 to October 3, 2021. As of the Petition Date, the Debtor owed M&T under a Building Loan Agreement (BLA), dated October 25, 2016 in the original principal amount of $1,200,000. The current balance under the BLA aggregates $1,038,135, consisting of $1,027,605 of principal and $10,530 of interest as of December 28, 2020, with a per diem accrual of $120, together with all other fees, costs and additional charges due under the BLA. M&T holds legal, valid, binding, enforceable, and non-avoidable first-priority liens on and security interests in all of the M&T Prepetition Collateral perfected by the Mortgage and a UCC-1 Financing Statement. M&T has consented to the Debtor's use of the Cash Collateral, subject to the terms of the current Fifth Cash Collateral Order. Besides M&T Bank, claimants to an interest in the cash collateral include (i) American Express National Bank; (ii) Celtic Bank Corporation; (iii) The Business Backer, LLC; and (iv) the United States Small Business Administration; (v) the 20 largest unsecured creditors of the Debtor. These Claimants have consented to the Debtor's use of cash collateral in accordance with the Fifth Cash Collateral Order. In exchange for the Debtor's continued use of Cash Collateral: a. the Claimants are granted senior security interests in, and liens on all personal property and real property to attach with the same validity, extent, and priority that the Claimants possessed as to said liens on the Petition Date to the extent the amount of their respective secured position erodes in value post-petition; b. the Claimants shall have allowed administrative expense claims senior to all other administrative expense claims to the extent of post-petition Diminution in Value, if any, except with respect to the Carve Out. c. the Debtor shall pay to M&T as adequate protection monthly interest of $7,259 by July 31, 2021; $3,570 by August 30, 2021; and $3,570 by September 30 2021, in accordance with the budget. The liens of the Claimants, any Replacement Liens, and any priority to which the Claimants may be entitled under Section 507(b) of the Bankruptcy Code shall be subject to a carve-out for: * amounts payable pursuant to 28 Section 1930(a)(6) and fees payable to the Clerk of the Court; * liens for taxes owed to governmental entities, including sales and withholding taxes to the extent such liens have priority over the liens and Replacement Liens of the Claimants; * the allowed administrative claims of attorneys and other professionals retained by the Debtor in its Chapter 11 case amounting to $30,000 for Green & Sklarz LLC and $2,250 for Premier Tax Consultant, LLC through September 30, 2021, in addition to payments to professionals that have been authorized by the Bankruptcy Court; * amounts due to the Debtor's employees for post-petition wages not to exceed the priority amount of said claims pursuant to Section 507(a)(4) of the Bankruptcy Code; and * the allowed and accrued administrative claim amounting to $7,500 for the Subchapter V trustee, George Purtill, through September 30, 2021, in addition to payments to professionals that have been authorized by the Court. The Termination Events include: (a) the Debtor's failure to comply with the material terms of the Fifth Cash Collateral Order; (b) the Debtor shall or shall seek to create, incur, or suffer to exist any post-petition liens or security interests that are parri passu or senior to the Replacement Liens or the M&T Prepetition Liens; (c) the Debtor shall or shall seek to create, incur, or suffer any claim that is parri passu or senior to the Section 507(b) Claims (other than the Carve Outs); (d) the Court shall have entered an order converting the case to one under Chapter 7 of the Bankruptcy Code or removes the Debtor as debtor in possession under Section 1185 of the Bankruptcy Code; (e) the filing by the Debtor of any motion, pleading, application or adversary proceeding challenging the validity, enforceability, perfection or priority of the M&T Prepetition Liens, or asserting any cause of action against M&T with respect to the M&T Prepetition Obligations or M&T Prepetition Collateral; (f) the entry of an order in the bankruptcy case charging any of the M&T Prepetition Collateral or the DIP Assets subject to the Replacement Liens; (g) the entry of an order, which is not subject to any stay, granting the Landlord relief from the automatic stay to enforce its remedies under the parties' lease and applicable non-bankruptcy law; (h) the Debtor's failure to pay timely wages and other compensation to its employees consistent with applicable law; and (i) the Debtor's failure to adhere to the budget during a budget period, except with respect to a permitted variance set forth in that budget. A copy of the Fifth Cash Collateral Order is available for free at https://bit.ly/3lJ1Vuh from PacerMonitor.com. A hearing to consider the Debtor's continued use of Cash Collateral will be held on September 16, 2021, at 2 p.m. via Zoom.gov. Objections must be filed and served on or before 5 p.m. on September 13. About Chip's Southington Southington, Conn.-based Chip's Southington LLC is a privately owned restaurant founded in 1966. It conducts business under the name Chip's Family Restaurant. Chip's Southington filed a Chapter 11 petition (Bankr. D. Conn. Case No. 20-21458) on Dec. 29, 2020. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge James J. Tancredi presides over the case. Green & Sklarz LLC is the Debtor's bankruptcy counsel. The Debtor tapped the law firms of DanaherLagnese, PC, Kanner & Whiteley, LLC and Sweeney Merrigan Law, LLP as its special counsel. George Purtill is the Debtor's Subchapter V Trustee. CITY WIDE COMMUNITY: Gets Interim Cash Access Thru September 8 -------------------------------------------------------------- Judge Michelle V. Larson of the U.S. Bankruptcy Court for the Northern District of Texas granted the request of City-Wide Community Development Corp. and affiliated debtors for an extended use of the cash collateral through September 8, 2021 at 9:30 a.m., as set forth in the approved budget. The Debtor is directed to obtain approval from the United States Trustee; United States Small Business Administration (SBA); Texas Mezzanine Fund (TMF); and the City of Dallas (COD) to exceed the 10% permitted variance if the Debtor believes that it will exceed a specific line item in the budget. As adequate protection for the use of the Cash Collateral, the secured creditors, including the SBA, TMF, and COD are granted valid, perfected liens and enforceable post-petition replacement security interests in all property of the Debtor, to the extent of any diminution in value of any secured creditor liens, from the Debtor's use of the Cash Collateral. To the extent the replacement liens are insufficient to protect SBA's, TMF's and COD's security interests, SBA, TMF and COD, shall each have an allowed claim against the Debtor, with priority pursuant to the terms of Section 507(b) of the Bankruptcy Code to the extent of the diminution in value of the creditor's collateral. The Debtor reserves its right to seek an extension of the current order, re-set another hearing on the Motion after the September 8, 2021 continuance date, or to file another motion seeking authority from the Bankruptcy Court to use the Cash Collateral. The Debtor also reserves its rights to contest the lien and/or secured claim of the COD. The COD reserves its right to object to any such contest. The United States Trustee; TMF; COD; Legacy Bank, N.A. now Prosperity Bank, N.A.; ST& H Management, LLC; Tax Core, LLC; Walker & Dunlop, PLLC; Catalyst Urban Development, LLC; and SBA each reserves their respective right to refuse to give consent for any future use of its/their respective interest in the Cash Collateral once the Order expires, and the Debtor reserves its right to object to that refusal. With respect to each secured creditor, the Court ruled that: a. Reservation -- Catalyst As adequate protection of Catalyst's secured Allowed Note Claim, and subject to Court approval, the Debtors will provide Catalyst notice of any Catalyst Collateral now or hereafter in the Debtors' possession, custody, control, or ownership, and will not distribute any such Catalyst Collateral absent an opportunity for Catalyst to request adequate protection of its rights in such Catalyst Collateral, and absent further order of the Court. Catalyst shall have the right to request additional adequate protection in connection with a proposed substantive consolidation of these cases, a sale of any assets including within the Catalyst Collateral, or a proposed reorganization or recapitalization of the Debtors, whether through a Chapter 11 plan or otherwise. Catalyst is not presently seeking cash payments or replacement liens as adequate protection of its secured claim that may be allowed in the Debtor's case. b. Reservation -- TMF The Debtors are authorized to use TMF Cash Collateral through the earlier of a Termination Event or entry of a final order authorizing the use of TMF Cash Collateral provided that: * the Debtor remits to TMF $2,350 on or before five days of entry of the current Order; * the Debtor pays to TMF $1,000 monthly on or before the first business day of each month commencing the later of August 1,2021 or five days of entry of the current Order, and continuing on the first business day of each month through October 2021. The Debtor's authority to use TMF Cash Collateral, and any Section 362 automatic stay provisions applicable to TMF, shall not extend under the current order or any subsequent order beyond October 30,2021. As of the Petition Date, the outstanding unpaid principal, accrued, unpaid interest (at the non-default rate) and certain other fees due under the TMF Note totaled no less than $130,994, plus attorney's fees, interest, as well as other fees, charges, or costs. TMF asserts that the Debtor's obligations under the TMF Loan Documents are secured by valid, binding, enforceable and unavoidable liens on, and security interests in the Cash Collateral and other proceeds of said collateral. c. Reservation -- City of Dallas The Bankruptcy Court found that the COD has a valid, properly perfected, and unavoidable security interest in the COD Collateral, including the Cash Collateral, to secure the COD Notes. Prior to the Petition Date, City Wide executed numerous promissory notes with the City of Dallas, Texas, pursuant to which City Wide granted and executed certain deeds of trust and security agreements covering certain real and/or personal property for the benefit of COD. Pursuant to the deeds of trust, City Wide granted COD deed of trust liens upon certain real property and all improvements thereon. These deeds of trust secured Cash Collateral of revenues, income, rents, issues and profits of land and improvements, contract rights, and reserve and operating accounts. Among the deeds of trust, which were filed of record in the Official Public Records of Dallas County, Texas, the Debtor reserves all rights to dispute the validity, priority, and/or enforceability of deed of trust 201900345508 executed on December 13, 2019, which is an assignment of 201200267004. A copy of the order is available for free at https://bit.ly/3lF3M3o from PacerMonitor.com. Counsel for the United States: Christopher K. VanDeusen Trial Attorney United States Department of Justice 1100 L St NW, Room 7532 Washington, DC 20005 Telephone: (202) 616-0326 Email: christopher.k.vandeusen@usdoj.gov Counsel for Texas Mezzanine Fund, Inc.: Peter C. Lewis, Esq. Scheef & Stone, LLP 500 N. Akard Street, Suite 2700 Dallas, TX 75201 Telephone: (214) 706-4200 Facsimile: (214) 706-4242 Email: peter.lewis@solidcounsel.com Counsel for Catalyst Urban Lancaster Development, LLC: Stephen J. Humeniuk, Esq. Locke Lord LLP 600 Congress Ave., Ste. 2200 Austin, TX 78701 Telephone: (512) 305-4700 Facsimile: (512) 305-4800 Email: Stephen.humeniuk@lockelord.com Counsel for City of Dallas: James Richards Office of The City Attorney City of Dallas, Texas 1500 Marilla 7BN Dallas, TX 75201 Telephone: (214) 670-3519 Facsimile: (214) 670-022 Email: James.richards@dallascityhall.com About City-Wide Community Development Corp. City-Wide Community Development Corp. and its affiliates are primarily engaged in renting and leasing real estate properties. City-Wide Community Development Corp. and affiliates Lancaster Urban Village Residential, LLC and Lancaster Urban Village Commercial, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 21-30847) on April 30, 2021. In the petitions signed by Sherman Roberts, president and chief executive officer, the Debtors disclosed $12,026,657 in assets and $10,332,946 in liabilities. Judge Michelle V. Larson oversees the cases. The Debtors tapped Wiley Law Group, PLLC, as legal counsel, Neal A. Walker, CPA, P.C. as accountant, and Capstone Real Estate Services, Inc. as property manager. CORNERSTONE ONDEMAND: Incurs $371K Net Loss in Second Quarter ------------------------------------------------------------- Cornerstone OnDemand, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $371,000 on $214.34 million of revenue for the three months ended June 30, 2021, compared to a net loss of $11.99 million on $184.36 million of revenue for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $12.82 million on $423.62 million of revenue compared to a net loss of $25.76 million on $334.49 million of revenue for the same period during the prior year. As of June 30, 2021, the Company had $1.99 billion in total assets, $1.68 billion in total liabilities, and $308.57 million in total stockholders' equity. At June 30, 2021, the Company's principal sources of liquidity were $147.0 million of cash and cash equivalents and $140.8 million of accounts receivable, compared to $153.2 million of cash and cash equivalents and $221.5 million of accounts receivable at Dec. 31, 2020. On April 22, 2020, the Company acquired Saba for an aggregate purchase price of approximately $1.310 billion, consisting of $1.277 billion in cash and 1,110,352 shares of its common stock. In connection with the acquisition, the Company incurred $1.0047 billion of additional indebtedness as a senior term loan for a purchase price equal to 97.5% of the principal amount. Principal payments are due quarterly at a rate of 0.25% of the original principal amount with the remaining outstanding principal balance due in April 2027. Interest is payable on a monthly or quarterly basis at its option. On April 23, 2021, the Company entered into an amendment to the Credit Agreement to effectuate a repricing of the Term Loan Facility. The Company also entered into a revolving credit facility to borrow up to an additional $150.0 million, of which $150.0 million and $102.5 million remained available at June 30, 2021 and Dec. 31, 2020, respectively. The available borrowings under the Revolving Credit Facility are limited by indebtedness covenants with the holders of the Convertible Notes and letters of credit issued under the Credit Agreement. The Revolving Credit Facility includes a letter of credit sub-facility of up to $30.0 million. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1401680/000140168021000031/csod-20210630.htm About Cornerstone Headquartered in Santa Monica, California, Cornerstone -- www.cornerstoneondemand.com -- is a people development company. The Company offers organizations the technology, content, expertise, and specialized focus to help them realize the potential of their people. Featuring comprehensive recruiting, personalized learning, modern training content, development-driven performance management, and holistic employee data management and insights, Cornerstone's people development solutions are used by over 6,000 customers of all sizes, spanning more than 75 million users across over 180 countries and nearly 50 languages. Cornerstone reported a net loss of $39.98 million for the year ended Dec. 31, 2020, a net loss of $4.05 million for the year ended Dec. 31, 2019, and a net loss of $33.84 million for the year ended Dec. 31, 2018. COUNCIL FOR AID: Seeks to Employ Seyfarth Shaw as Legal Counsel --------------------------------------------------------------- Council For Aid To Education, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Seyfarth Shaw, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) assisting in the administration of the Debtor's Chapter 11 proceeding; (b) preparing or reviewing operating reports; (c) setting a bar date; (d) reviewing claims and resolving claims which should be disallowed; and (e) assisting in formulating and seeking confirmation of the Debtor's Chapter 11 plan. The firm's hourly rates are as follows: James B. Sowka, Esq. $595 per hour Owen R. Wolfe, Esq. $560 per hour Andrew Medearis, Esq. $435 per hour Jennifer M. McManus $400 per hour The Debtor paid $140,000 to the law firm as a retainer. James Sowka, Esq., a partner at Seyfarth Shaw, 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: James B. Sowka, Esq. Seyfarth Shaw LLP 233 South Wacker Drive, Suite 8000 Chicago, ILL 60606 Tel.: (312) 460-5325 Email: jsowka@seyfarth.com About Council For Aid To Education Council For Aid To Education, Inc. is a Delaware not-for-profit corporation, which develops performance-based and custom assessments that measure students' essential college and career readiness skills and identify opportunities for student growth. Council For Aid To Education sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-11221) on June 30, 2021. In the petition signed by Robert J. Yayac, chief executive officer and president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge James L. Garrity, Jr. presides over the Debtor's Chapter 11 case. Heidi J. Sorvino serves as the Debtor's Subchapter V trustee in the case. Seyfarth Shaw, LLP and Rabinowitz, Lubetkin & Tully LLC represent the Debtor as legal counsel. DAKOTA TERRITORY: May Use Cash Collateral Until Final Hearing ------------------------------------------------------------- Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the District of Arizona authorized Dakota Territory Tours A.C.C. to use cash collateral on an interim basis pursuant to the budget, pending the final hearing on the Debtor's motion to use cash collateral. Judge Ballinger directed the Debtor to: a. pay the one-time deposits to utility companies, pursuant to the Motion for Order Determining Adequate Assurance of Performance; b. make any needed customer refunds as set forth in the Motion to Authorize Maintenance of Customer Programs; and c. make the adequate protection payments in the monthly amount of (1) $6,631 to Zions Credit Corporation; and (2) $771 to the U.S. Small Business Administration, pending entry of a final order on the Cash Collateral Motion. As adequate protection, the SBA is granted a replacement lien on a post-petition basis to the same extent, validity and priority as it held pre-petition. All creditors, any party-in-interest, and the Subchapter V Trustee shall have until September 23, 2021 to file any Motion(s) and/or commence an adversary proceeding to challenge or contest the extent, validity and/or priority of the SBA's liens. A copy of the interim order is available for free at https://bit.ly/3jDLtc6 from PacerMonitor.com. The final hearing is scheduled for August 24, 2021 at 11 a.m., by telephone. Objections must be filed and served no later than August 20. About Dakota Territory Tours Dakota Territory Tours A.C.C., a company that offers helicopter tours in northern Ariz., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-05729) on July 26, 2021, listing $1,702,410 in assets and $955,763 in liabilities. Eric Brunner, president, signed the petition. Judge Eddward P. Ballinger Jr. oversees the case. The law firm of Kelly G. Black, PLC serves as the Debtor's legal counsel. Michael W. Carmel serves as Subchapter V Trustee for the Debtor. DEER CREEK: To Seek Plan Confirmation on Sept. 23 ------------------------------------------------- Judge Thomas P. Agresti has entered an order conditionally approving the Disclosure Statement of Deer Creek Diner, LLC. The final hearing on the Disclosure Statement and Plan confirmation is scheduled for Sept. 23, 2021, at 10:00 a.m. via https://www.zoomgov.com/j/16021303488. All objections to the Disclosure Statement and confirmation of the Plan are due Sept. 16, 2021. Ballots accepting or rejecting the Plan are also due Sept. 16. 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 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. E-Z GENERAL & ROOFING: Wins Cash Collateral Access Thru Oct 14 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, has authorized E-Z General & Roofing Contractors Inc. to use cash collateral on an interim basis in accordance with the budget through October 14, 2021. The Debtor is authorized to use Cash Collateral including, without limitation, cash, deposit accounts, accounts receivable, and proceeds from their business operations in accordance with the budget so long as the aggregate of all expenses for each week do not exceed the amount in the Budget by more than 10% for any such week on a cumulative basis, provided, however, the Debtor is not authorized to pay salaries to insiders without further Court order. The Debtor is authorized to provide adequate protection to the U.S. Internal Revenue Service and the U.S. Small Business Administration as lenders. The Lenders are granted a replacement lien in and upon all of the categories and types of collateral in which they held a security interest and lien as of the Petition Date to the same extent, validity and priority that the Lenders held as of the Petition Date. The Court says any funds borrowed from JPMorgan Chase Bank, N.A. under the Paycheck Protection Program will be utilized for authorized purposes as set forth in the CARES Act. The Debtor is also directed to maintain insurance coverage for the Collateral in accordance with any of its obligations under any loan and security documents. It will be an event of default if the Debtor exceeds the 10% variance without the prior written consent of the Lenders, which consent will not be unreasonably withheld; provided, however, in the event of a default, the Debtor's authority to use Cash Collateral will continue until the Lenders obtain an order by appropriate motion after notice and hearing requiring the Debtor to cease using Cash Collateral. A copy of the Order and the Debtor's budget for August to October is available for free at https://bit.ly/3jF5oYn from PacerMonitor.com. The Debtor projects $644,050 in total income and $202,855.50 in total expenses in August. About E-Z General & Roofing Contractors Inc. E-Z General & Roofing Contractors Inc. provides contracting services in the fields of residential and commercial roofing, general construction, concrete restoration, storm restoration and emergency services and repairs. E-Z General sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00171) on Feb. 8, 2021. In the petition signed by E-Z General President Ney Dias, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range. Stichter Riedel Blain & Postler, P.A. and CliftonLarsonAllen, LLP serve as the Debtor's legal counsel and accountant, respectively. ECOARK HOLDINGS: Offering $20M Securities at a Premium to Market ---------------------------------------------------------------- Ecoark Holdings, Inc. has entered into definitive agreements with several institutional investors for the issuance and sale of an aggregate of 3,478,261 shares of its common stock and warrants to purchase up to an aggregate of 3,478,261 shares of its common stock at a purchase price of $5.75 per share of common stock and related warrant in a registered direct offering priced at-the-market under Nasdaq rules. The warrants have an exercise price of $5.75 per share, will become exercisable upon the Company increasing its authorized capital stock to 40 million shares, and will expire three and half years following the date the warrants first become exercisable. The closing of the offering was expected to occur on or about Aug. 6, 2021, subject to the satisfaction of customary closing conditions. H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering. The gross proceeds from the offering are expected to be approximately $20 million before deducting placement agent fees and other offering expenses. The Company currently intends to use the net proceeds from the offering for growth capital, working capital, and general corporate purposes. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a diversified holding company. Ecoark Holdings has four wholly-owned subsidiaries: Ecoark, Inc., a Delaware corporation which is the parent of Zest Labs, Inc., 440IoT Inc., Banner Midstream Corp., and Trend Discovery Holdings Inc. Through its subsidiaries, the Company is engaged in three separate and distinct business segments: (i) technology; (ii) commodities; and (iii) financial. Ecoark Holdings reported a net loss of $20.89 million for the year ended March 31, 2021, compared to a net loss of $12.14 million for the year ended March 31, 2020. As of March 31, 2021, the Company had $36.59 million in total assets, $19.56 million in total liabilities, and $17.03 million in total stockholders' equity. EDUCATIONAL TECHNICAL: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Educational Technical College, Inc. Carr #2 KM 11.2 Bayamon, PR 00959 Business Description: Educational Technical College, Inc. -- https://edutecpr.com -- was established in 1982, under the name of Academia Centro de Sewing, offering accelerated courses directed in this branch. Chapter 11 Petition Date: August 9, 2021 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 21-02392 Judge: Hon. Edward A. Godoy Debtor's Counsel: Carmen D. Conde Torres, Esq. C. CONDE & ASSOC. 254 San Jose Street 5th Floor San Juan, PR 00901-1523 Tel: 787-729-2900 Fax: 787-729-2203 Email: condecarmen@condelaw.com Total Assets: $1,969,503 Total Liabilities: $1,407,201 The petition was signed by Emilio E. Huyke as president. 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/TGNJ2WQ/EDUCATIONAL_TECHNICAL_COLLEGE__prbke-21-02392__0001.0.pdf?mcid=tGE4TAMA ELDORADO GOLD: Moody's Rates New $500MM Unsec. Notes 'B3' --------------------------------------------------------- Moody's Investors Service assigned a B3 to Eldorado Gold Corporation's new $500 million senior unsecured notes. At the same time, Moody's has affirmed Eldorado's B2 corporate family rating, and B2-PD probability of default rating. The company's Speculative Grade Liquidity Rating is unchanged at SGL-2 and the rating outlook remains stable. Eldorado's existing guaranteed senior secured second lien global notes rating remains unchanged at B3 and the second lien notes are expected to be repaid with proceeds from the proposed issuance. The B3 rating will be withdrawn at that time. Eldorado's credit metrics continue to be strong for the rating, however the concentration of production and cash flows from Turkey (Government of Turkey, B2 Negative) which has experienced economic and policy volatility constrains the CFR at B2. Assignments: Issuer: Eldorado Gold Corporation Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4) Affirmations: Issuer: Eldorado Gold Corporation Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Outlook Actions: Issuer: Eldorado Gold Corporation Outlook, Remains Stable RATINGS RATIONALE Eldorado Gold Corporation (B2 CFR) is constrained by its 1) small scale (576 thousand gold-equivalent ounces (GEOs) in 2020), 2) its concentration of production and cash flows at its Kisladag and Efemcukuru mines in Turkey (70% of production and over 80% of earnings from mine operations in 2020) 3) relatively high geopolitical risks related to their assets in Turkey (B2 Negative) as well as in Government of Greece (Ba3 Stable), and 4) a concentration of production in gold and the resulting exposure to volatile gold prices. The company benefits from 1) low leverage (1x at Q2/2021), 2) long average reserve life of its assets (Kisladag has a 15 year mine life), and 3) good liquidity (SGL-2). Eldorado has good liquidity, with about $655 million of total sources against negligible uses over the next 12 months. Proforma for the notes issuance, sources include about $455 million of cash at Q2/2021, $180 million of availability on its $250 million revolving credit facility (matures June 2023), and expected free cash flow of $20 million in the next 12 months (using Moody's gold price sensitivity of $1700/oz in 2021 and $1500/oz in 2022). Moody's expects Eldorado will remain comfortably in compliance with its bank facility covenant. The stable outlook reflects Moody's expectation that Eldorado will maintain gold production above 500,000 GEOs/year based on its operating successes at Kisladag and Lamaque, will maintain adjusted leverage near 1.5x and free cash flow will be positive to slightly negative. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Eldorado is able to achieve increased mine diversity, particularly in regards to its geopolitical risk profile, generate sustained positive free cash flow and adjusted leverage is sustained below 2.5x (1x at Q2/2021). An upgrade would also require that either Eldorado materially reduce its concentration of cash flow from Turkey, or there be a stabilization or strengthening of the Turkish sovereign rating. A downgrade would be considered if Eldorado's free cash flows are expected to be negative past 2022, or adjusted debt/EBITDA is expected to remain above 3x (1x at Q2/2021). The ratings could also be downgraded if the company experiences issues at its mines which result in lowered production and higher costs, or there is a weakening of the Turkish sovereign rating by more than one notch. The principal methodology used in these ratings was Mining published in September 2018. Headquartered in Vancouver, Canada, Eldorado Gold Corporation owns and operates two gold mines in Turkey (Kisladag and Efemcukuru), a gold mine in Canada (Lamaque), a lead/zinc/silver mine in Greece (Stratoni) and a gold mine in Greece (Olympias). Additional development properties include Skouries and Perama Hill in Greece, and Certej in Romania. Revenues were $1.03 billion in 2020. ELDORADO GOLD: S&P Affirms 'B+' Long-Term ICR, Outlook Stable ------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' long-term issuer credit rating on Vancouver-based gold producer Eldorado Gold Corp. At the same time, S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to the company's proposed US$500 million senior unsecured notes due 2029. S&P said, "The stable outlook reflects our expectation that Eldorado will sustain an adjusted debt-to-EBITDA ratio in the 1.5x-2.0x range over the next two years and maintain ample liquidity during a period of relatively high capital spending. "We expect Eldorado's credit measures will remain stable over the next two years. Eldorado's year-to-date 2021 financial results are trending better than our previous expectations. The company's relatively stable production and cash costs through this year, along with strong gold prices, are the key contributors to these results. "We now estimate Eldorado will generate an adjusted debt-to-EBITDA ratio of about 1.6x in 2021, compared with our previous expectation of the low-2.0x area. Our estimates incorporate our gold price assumption of US$1,800 per ounce (/oz) for the rest of this year and continued stability in its operating performance. We estimate the ratio will increase to about 2x in 2022 (largely due to our lower gold price assumption of US$1,600/oz next year), but still remain strong for the rating. We believe the company's production will modestly increase in 2022, primarily from an increase in mining rates and underground development at Lamaque, and unit costs will remain relatively consistent with our current expectations. "We estimate Eldorado will incur about US$600 million in capital spending in 2021 and 2022, including the growth-related capital spending at the existing mines (primarily at Kisladag and Lamaque) and potential future projects. Our expectation of relatively steady operating performance and favorable gold prices should enable Eldorado to fund its capital expenditures (capex) largely from internally generated cash flows. However, our expectation of high capital spending will contribute to modest free cash flow deficits over this period. We believe the company has sufficient liquidity (with more than C$400 million in cash and cash equivalents) to cover these free cash flow deficits, which would support relatively stable debt levels over the next few years. "We believe Eldorado's credit measures will remain sensitive to gold price volatility, but we believe the company has significant rating cushion. Our credit metrics for Eldorado are strong for the rating, but our assessment continues to incorporate our view of the company's credit metrics sensitivity to gold price volatility and unforeseen operating challenges. We expect gold prices to decline over the next two years but believe Eldorado's current strong leverage measures provide significant cushion against rating downside. We estimate gold prices would have to average US$1,300/oz in 2022 (close to 20% below our assumptions), all else constant, for adjusted debt to EBITDA to increase above our downside rating threshold of 3x." Also, the proposed refinancing transaction significantly extends Eldorado's debt maturities and provides the company financial flexibility to pursue potential development projects by eliminating near-to-medium term refinancing risks. Eldorado's operating breadth is limited compared with that of similarly rated peers. Eldorado is a smaller-scale gold producer, with two gold-producing mines in Turkey, and one each in Greece and Canada. In S&P's view, upside to its business risk assessment and rating is constrained by the company's relatively modest scale and operating breadth, which mainly heightens its exposure to unexpected operating disruptions. Moreover, gold accounts for 80%-85% of the company's revenues, which exposes Eldorado's profitability to sharper-than-expected price declines that have occurred in the past. Eldorado is contemplating the development of its Skouries mine (gold-copper) in Greece and advancing a feasibility study (including updating capital cost estimates) of the project. If pursued, the project would contribute a new and material source of production for the company. However, the project would require substantial capital and production that would likely occur beyond 2024. Although there is an amended investment agreement with Greece in place now, the company has a history of regulatory issues in the country and development of the project (with an estimated capital outlay of about US$700 million based on the last available update) would present execution risks. However, the company could potentially bring in a joint venture partner to develop the asset, which would limit the risk of material debt increase and reduce the financial risks during development of the asset. S&P said, "The stable outlook reflects our expectation that Eldorado will sustain an adjusted debt-to-EBITDA ratio of 1.5x-2.0x over the next two years. We also expect Eldorado's relatively steady operating performance and favorable gold prices will limit free cash flow deficits to a modest level amid a period of relatively high capital spending through 2022. "We could lower our rating on Eldorado over the next 12 months if leverage deteriorates such that debt to EBITDA approaches 3x with significant negative free cash flow generation. This would likely be due to lower-than-expected gold prices, weaker production, or unforeseen operational challenges. "We consider an upgrade as unlikely over the next 12 months. However, we could raise the rating if Eldorado materially improves its operating breadth and production while maintaining leverage below 2x. In our view, this could result from a leverage-neutral acquisition, or increased conviction that Eldorado can achieve higher production and cost stability following its planned discretionary capital investments, with visibility regarding its potential Skouries development." EVERTEC GROUP: S&P Raises ICR to 'BB-' on Resilient Performance --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Evertec Group LLC to 'BB-' from 'B+'. The stable outlook reflects S&P's expectation that Puerto Rico's increasing consumer spending and economic recovery, coupled with growth in Latin America, will support Evertec's business expansion, such that adjusted leverage will remain in the low-2x area. The outlook also incorporates our expectation that Evertec will not engage in aggressive shareholder returns or acquisitions that will materially raise its leverage. Evertec has shown resilient operating performance and managed a conservative balance sheet with leverage consistently about the 2x area since 2018. The company navigated through a challenging economic environment over the past several years, as Puerto Rico, its core operating location, was severely affected by several natural disasters as well as the COVID-19 pandemic. Evertec's business remained somewhat insulated from these exogenous shocks, primarily due to its defensible market leader position in the region. Evertec owns and operates the ATH Network in Puerto Rico and the Caribbean, and its solutions are mission critical to those financial institutions in the area. Evertec also has strong banking and government relationships, providing infrastructure management solutions under one- to five-year contracts with high renewal rates. Recurring revenue for Evertec is approximately 94%, but high dependence and concentration remain a concern. Evertec generates a substantial portion of its merchant-processing revenue from a referral agreement with Banco Popular that expires in 2025. Merchant acquiring depends heavily on bank referral arrangements on the island. While the company derives about 80% of its total revenue from Puerto Rico alone, over the years it has built a market presence in Latin America and the Caribbean, where cash is still a predominant form of payment. We expect the pandemic will accelerate the adoption of digital banking and payments solutions in these regions over the next several years. S&P said, "The stable outlook reflects our expectation that Puerto Rico's increasing consumer spending and economic recovery, coupled with growth in Latin America, will support Evertec's business expansion, such that adjusted leverage will remain in the low-2x area. The outlook also incorporates our expectation that Evertec will not engage in aggressive shareholder returns or acquisitions that will materially raise its leverage. "We could lower the rating over the next year if it became apparent that Puerto Rico's population decline would accelerate over the near term or a steep drop in consumer spending triggered EBITDA contraction, such that Evertec's leverage increased above 3x. "While unlikely over the coming year, we could raise the rating if Evertec further expanded its markets and diversified its revenue streams while maintaining EBITDA margins at current levels. An upgrade would also require maintenance of leverage below 2x for a sustained period." EVO PAYMENTS: Moody's Raises CFR to B1, Outlook Still Positive -------------------------------------------------------------- Moody's Investors Service upgraded EVO Payments International, LLC's Corporate Family Rating to B1 from B2, Probability of Default Rating to B1-PD from B2-PD, and senior secured credit facility rating to B1 from B2. The rating outlook remains positive. "EVO has taken prudent actions to build significant financial flexibility through the pandemic, and its financial performance is experiencing a broad-based rebound" said Peter Krukovsky, Moody's Senior Analyst. "The positive outlook reflects our expectation of further near-term credit strengthening as EBITDA growth and free cash flow generation is projected to remain strong." The following rating actions were taken: Issuer: EVO Payments International, LLC Upgrades: Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Senior Secured Bank Credit Facility, Upgraded to B1(LGD3) from B2 (LGD3) Outlook Action: Outlook Remains Positive RATINGS RATIONALE EVO's differentiated growth strategy supports its long-term competitive positioning in the intensely competitive merchant acquiring industry despite its moderate business scale. The US business focused on small and medium sized (SMB) merchants is supported by strong growth in integrated and business to business (B2B) but constrained by weaker growth in direct and traditional distribution. International businesses benefit from partnerships with leading banks and runway for electronic payments penetration. EVO's competitive strategy against its formidable rivals (the large industry leaders and PayFacs such as Square) centers on growing its integrated and B2B franchises and extending its suite of international bank partnerships. Following a decline of about 10% in 2020, Moody's project EVO's revenues to rebound 12% in 2021 and to modestly exceed pre-pandemic levels. The recovery is broad-based, with the exception of Spain and US traditional which have discrete challenges but account for only about 13% of revenues (and declining). The international operations are supported by acceleration of cash displacement during the pandemic and the recently developed expansion opportunities such as Chile. Profitability will increase modestly in 2021 even as the temporary pandemic-driven SG&A cuts have been reversed, due to positive operating leverage and cost efficiencies realized in 2020. EVO has substantially improved its financial flexibility through the pandemic, as it raised $150 million of preferred equity and repaid about $145 million of debt, and as it amassed a $176 million available cash balance as of June 2021 from improved FCF. Substantial FCF improvement over the last two years has been driven by lower restructuring charges, interest expense and capital expenditures. With LTM June 2021 total leverage of 4.3x, FCF/debt of 14% and cash/debt of nearly 30%, EVO has flexibility to pursue organic growth and tuck-in acquisitions. For a larger acquisition, the company would target net leverage below 3.0x (equivalent to Moody's-adjusted total leverage of about 4.0x) and raise equity as needed. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The positive outlook reflects Moody's expectation of low-teens revenue growth driving total leverage below 4.0x over the next 12-18 months. The ratings could be upgraded if EVO demonstrates consistent revenue and EBITDA growth, and if leverage is sustained comfortably below 4.0x. The ratings could be downgraded if EVO experiences a sustained revenue or profitability decline, or if total leverage is sustained above 5.0x. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. With net revenues $462 million for the last twelve months ended June 2021, EVO is a global provider of integrated payment processing services. EXPO CONSTRUCTION: Sept. 14 Disclosure Statement Hearing Set ------------------------------------------------------------ On Aug. 6, 2021, debtor Expo Construction Group, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a second amended disclosure statement and plan. On Aug. 9, 2021, Judge Eduardo Rodriguez ordered that: * Sept. 14, 2021, at 1:30 p.m. at the United States Courthouse, Courtroom #402, Bob Casey Federal Building, 515 Rusk Avenue, Houston, Texas is the hearing to consider the approval of the disclosure statement. * Sept. 7, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement. A copy of the order dated August 9, 2021, is available at https://bit.ly/3lPm5Tn from PacerMonitor.com at no charge. About Expo Construction Group Expo Construction Group, LLC, a Houston-based general contractor, filed a voluntary petition for relief under Chapter 11 of the United States Code (Bankr. S.D. Texas Case No. 20-34099) on August 18, 2020. Melida Taveras, a managing member, signed the petition. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Law Office of Margaret M. McClure serves as the Debtor's legal counsel. EYEPOINT PHARMACEUTICALS: Incurs $10-Mil. Net Loss in 2nd Quarter ----------------------------------------------------------------- EyePoint Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $10.01 million on $9.01 million of total revenues for the three months ended June 30, 2021, compared to a net loss of $12.95 million on $4.12 million of total revenues for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $22.29 million on $16.34 million of total revenues compared to a net loss of $26.12 million on $11.61 million of total revenues for the same period during the prior year. As of June 30, 2021, the Company had $178.82 million in total assets, $71.96 million in total liabilities, and $106.87 million in total stockholders' equity. The Company had cash and cash equivalents of $127.6 million at June 30, 2021. The Company has a history of operating losses and has not had significant recurring cash inflows from revenue. The Company's operations have been financed primarily from sales of its equity securities, issuance of debt and a combination of license fees, milestone payments, royalty income and other fees received from its collaboration partners. In the first quarter of 2019, the Company commenced the U.S. launch of its first two commercial products, YUTIQ and DEXYCU. However, the Company has not received sufficient revenues from its product sales to fund operations and the Company does not expect revenues from its product sales to generate sufficient funding to sustain its operations in the near-term. The Company expects to continue fulfilling its funding needs through cash inflows from revenue of YUTIQ and DEXYCU product sales, licensing and research collaboration transactions, additional equity capital raises and other arrangements. The Company believes that its cash and cash equivalents of $127.6 million at June 30, 2021, coupled with expected cash inflows from its product sales will enable the Company to fund its current and planned operations for at least the next twelve months from the date these consolidated financial statements were issued. Actual cash requirements could differ from management's projections due to many factors, including the continued effect of the Pandemic on the Company's business and the medical community, the timing and results of the Company's clinical trials for EYP-1901, additional investments in research and development programs, the success of commercialization for YUTIQ and DEXYCU, the actual costs of these commercialization efforts, competing technological and market developments and the costs of any strategic acquisitions and/or development of complementary business opportunities. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1314102/000156459021042129/eypt-10q_20210630.htm About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. The Company currently has two commercial products: DEXYCU, the first approved intraocular product for the treatment of postoperative inflammation, and YUTIQ, a three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye. EyePoint reported a net loss of $45.39 million for the year ended Dec. 31, 2020, compared to a net loss of $56.79 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $187.14 million in total assets, $71.43 million in total liabilities, and $115.71 million in total stockholders' equity. FORMETAL CO: Wins Cash Collateral Access ---------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, has authorized The Formetal Company, LLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to pay its labor force, purchase inventory, and pay its other operating expenses. United Community Bank, Commercial Finance of Atlanta, LLC, Two Many Lawyers, LLC and the U.S. Small Business Administration each asserts interests in the cash collateral. UCB asserts a first priority properly perfected security interest and lien in the Debtor's Cash Collateral as evidenced by UCC Financing Statements. The Debtor and CFA are parties to a prepetition Factoring and Security Agreement dated March 2, 2020, pursuant to which the Debtor sold and assigned certain of its current and future accounts receivable to CFA. CFA filed a UCC Financing Statement perfecting its security interest in the Accounts purchased and in the Debtor's other assets. CFA disclosed that it has entered into two separate subordination agreements: (i) with UCB on March 5, 2020, pursuant to which UCB subordinated its security interest in current and future Accounts purchased by CFA; and (ii) with GOF Finance, LLC on March 6, 2020, pursuant to which GOF Finance, LLC subordinated its security interest in current and future Accounts purchased by CFA. CFA asserted that certain Accounts, which have been sold and assigned by the Debtor to CFA and remain unpaid as of the Petition Date, constitute the property of CFA and should be excluded from the Cash Collateral that the Debtor is requesting to use. CFA intended to collect those Accounts pursuant to the terms of the CFA Factoring Agreement. CFA subsequently granted its consent. The Debtor is permitted to make payment on regular payroll dates to insiders and affiliates who are part of the Debtor's workforce, including Gary Brumleve ($650 net compensation per pay period) and Harris Boyd ($650 net compensation per pay period). In addition, the Debtor may continue to make payment to Tian Metals, Inc. for reasonable and necessary post-petition business in the ordinary course conducted with Tian Metals related to current purchases in an amount not to exceed the amount of the Cost of Goods Sold: Coil Material line item of the Debtor's budget on a monthly basis and which amounts will be reported to UCB on a weekly basis along with monthly cash collateral and expense reports. As set forth in the Budget, the Debtor will make adequate protection payments to UCB regarding the Debtor's use of Cash Collateral in the amount of $1,141.66 per month for a 30-day month and $1,179.72 per month for a 31-day month commencing on July 15, 2021, and continuing by the 15th day of each month thereafter during the term of the Order. The Debtor will make adequate protection payments to Two Many Lawyers in the amount of $7,500.00 per month commencing on August 15, 2021 and continuing by the 15th day of each month thereafter during the term of the Order. UCB, Two Many Lawyers, CFA and the SBA are granted a security interest in, and lien upon all of the Debtor's assets created or acquired by the Debtor post-petition of the same nature in which a secured creditor held a pre-petition security interest in the Debtor's pre-petition assets and collateral and to the same validity and priority as a secured creditor's prepetition security interests and lien upon such assets and collateral. The Replacement Liens granted will be deemed automatically valid and perfected to the same extent as the pre-petition liens of the secured creditors. The Debtor is also directed to maintain all necessary insurance, including, without limitation, life, fire, hazard, comprehensive, public liability, and workmen's compensation as may be currently in effect, and obtain such additional insurance in an amount as is appropriate for the business in which the Debtor is engaged, and naming UCB as loss payee with respect thereto to the priority and extent UCB held a valid, property perfected, non-avoidable and priority lien as of the Petition Date. As further adequate protection for any diminution in value since the Petition Date of any of the Debtor's assets, including Cash Collateral, subject to a secured creditor's lien or security interest, the secured creditors reserve any right to seek an administrative claim. The authorization to use Cash Collateral will automatically terminate upon the earlier of (i) the case is dismissed or (ii) the case is converted to one under Chapter 7. The authorization to use Cash Collateral will also automatically terminate if any payment is made which is not authorized by the Order or consented to in writing by the parties. A copy of the order and the Debtor's budget for July to December 2021 is available for free at https://bit.ly/3CxAxFC from PacerMonitor.com. The Debtor projects $201,600 in total income and $60,074 in total expenses for August. About The Formetal Company, LLC The Formetal Company, LLC manufactures and distributes cold formed light gauge steel framing used in the commercial construction of all types of buildings as well as manufacturing companies. The company filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 21-55029) on July 3, 2021. On the Petition Date, the Debtor estimated $1 million to $10 million in both assets and liabilities. Robert H. Boyd, manager, signed the petition. Jones & Walden, LLC represents the Debtor as counsel. United Community Bank is represented by Burr & Forman LLP. Two Many Lawyers, LLC, as lender, is represented by: Christopher K. Coleman, Esq. David A. Wender, Esq. ALSTON & BIRD LLP One Atlantic Center 1201 West Peachtree Street NW Atlanta, GA 30309 Tel: 404-881-7000 Fax: 404-881-7777 E-mail: david.wender@alston.com E-mail: chris.coleman@alston.com FORUM ENERGY: Incurs $22 Million Net Loss in Second Quarter ----------------------------------------------------------- Forum Energy Technologies, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $21.81 million on $137.42 million of revenue for the three months ended June 30, 2021, compared to a net loss of $5.49 million on $113.28 million of revenue for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $51.47 million on $251.94 million of revenue compared to a net loss of $42.64 million on $295.91 million of revenue for the same period during the prior year. As of June 30, 2021, the Company had $804.16 million in total assets, $442.45 million in total liabilities, and $361.17 million in total equity. Cris Gaut, chairman and chief executive officer, remarked, "Our revenue growth significantly outpaced the activity increase in the second quarter. FET has the premium products and solutions our customers need in order to improve their efficiency and safety as they put drilling and completions equipment to work. Orders were strong, led by increasing momentum in drilling and subsea capital equipment and continued demand for our short-cycle consumable completions products. Our book-to-bill ratio of 1.16 is a positive indicator of FET's future results. "FET revenue growth for the second quarter was $23 million, or 20%. EBITDA grew by $5 million from the first quarter 2021, but was somewhat constrained by significant increases in raw material and freight costs. While we expect supply chain inflation will continue to impact us in the third quarter, we are increasing prices to offset these higher costs. "With current oil and natural gas prices, we expect a further increase in U.S. and international drilling and completion activity during the second half of 2021. Based on this increasing activity and our growing backlog, we are forecasting third quarter revenue to be between $145 and $155 million and EBITDA of $7 to $9 million. Assuming continued activity growth through the end of the year and some pricing improvement, we anticipate fourth quarter EBITDA will be between $10 and $14 million. "We repurchased $42 million principal amount of convertible notes in the second quarter. We do not expect further convertible note repurchases will be required under the terms of our indenture as a result of the sale of our ABZ and QVA valve brands at the end of 2020. We ended the second quarter with $259 million principal amount of debt outstanding and net debt of $198 million, a $144 million decrease over the last eighteen months. "I am encouraged by the improving market conditions and confident in FET's strategy to continue growing in existing and new energy markets." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1401257/000140125721000071/fet-20210630.htm About Forum Energy Forum Energy Technologies is a global oilfield products company, serving the drilling, downhole, subsea, completions and production sectors of the oil and natural gas industry. The Company's products include highly engineered capital equipment as well as products that are consumed in the drilling, well construction, production and transportation of oil and natural gas. Forum is headquartered in Houston, TX with manufacturing and distribution facilities strategically located around the globe. For more information, please visit www.f-e-t.com Forum Energy reported a net loss of $96.89 million for the year ended Dec. 31, 2020, compared to a net loss of $567.06 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $889.93 million in total assets, $483.69 million in total liabilities, and $406.24 million in total equity. * * * As reported by the TCR on July 15, 2021, Moody's Investors Service upgraded Forum Energy Technologies, Inc.'s Corporate Family Rating to Caa1 from Caa2. "The upgrade of Forum's ratings reflects reduced risk of default and our expectation that Forum will grow revenue and EBITDA through 2022 driving reduced leverage and better interest coverage," commented Jonathan Teitel, a Moody's analyst. As reported by the TCR on Aug. 21, 2020, S&P Global Ratings raised its issuer credit rating on Houston-based oilfield products and services provider, Forum Energy Technologies Inc., to 'CCC+' from 'SD' (selective default) after the company completed its debt exchange for the majority of its 6.25% senior unsecured notes due 2021. FOUNDATIONAL EDUCATION: S&P Assigns 'B-' ICR, Outlook Stable ------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issuer credit rating to Foundational Education Group Inc., a holdco of Teaching Strategies. Foundational Education Group Inc. will also be the borrower of the debt. S&P said, "At the same time, we assigned our 'B-' issue-level and '3' recovery ratings to Foundational Education Group Inc.'s $370 million first-lien credit facility, consisting of a $50 million revolving credit facility due 2026 and a $320 million first-lien term loan due 2028. We also assigned our 'CCC' issue-level and '6' recovery ratings to its $115 million second-lien term loan due 2029." Teaching Strategies LLC, a Bethesda, Md.-based provider of early childhood education (ECE) curriculum and assessment solutions, has entered into a definitive agreement to be acquired by Kohlberg Kravis Roberts & Co. L.P. S&P said, "The stable outlook reflects our view that relatively stable government-funding sources and increased attention being given to ECE, along with improving profitability from a growing subscription revenue base, should enable consistent EBITDA and free operating cash flow (FOCF) over the next 12-24 months. Our rating on Teaching Strategies reflects its high leverage, small scale, and niche focus in the fragmented ECE market. Offsetting this is its highly regarded curriculum and assessment solutions, a growing subscription base from the recent launch of its digital curriculum product in mid-2020, and high net retention rates expected to be around 110% over the medium term. "We expect revenue growth to be in the high-teens percentage area in fiscal 2021 (compared to about 5% in 2020 and 18% in 2019) before returning to a more typical run rate in the low-teens percentage area over the medium term. Revenue growth in 2020 slowed compared to 2019 as a result of the pandemic. Teaching Strategies saw lower-than-normal demand for its print curriculum products and professional development as classrooms closed. Despite the negative impact the fallout from the pandemic had on these segments, its assessment (and other SaaS products) segment was able to grow 13% in 2020. We believe this segment will continue to perform well growing in the low-teens percentage area in 2021. We attribute the majority of the expected strong revenue growth in 2021 to the mid-2020 launch of its digital curriculum product. Given the ratably recognized revenue for the subscription product, the company recorded only a partial year of revenue contribution from its 2020 bookings. With the full impact of these 2020 bookings now being recognized in 2021, along with new customer acquisitions, we expect this segment to contribute around 80% of the expected 2021 revenue growth. "Coinciding with the launch of its digital curriculum solution, Teaching Strategies changed its selling strategy. The print solutions are no longer sold separately and are now being bundled with its digital offering. With only around 15% of its creative curriculum customers on its digital platform, we believe good opportunities exist to support strong growth over the next several years. We don't expect the same type of cannibalization to occur, as is seen in a license-to-subscription transition, with its digital and print curriculum products. We believe the demand for print material will continue for a large subset of its digital customers, though some may opt to only have the digital solution. With the launch of its digital curriculum solution along with its assessment solution, recurring revenue is expected to be 60% of total revenue in 2021, growing to about 70% in 2025 and thereafter." Teaching Strategies professional development (8% of revenue) and print curriculum materials (30% of revenue) segments are subject to seasonality with new school year starts, with the print material also subject to purchase refresh cycles. Both segments have historically exhibited high levels of being re-occuring year over year, adding further stability to its revenue base. While S&P expects professional development to remain a relatively steady percentage of revenue, it expects the print material segment to decline to around 20% over the longer term, due in part to the aforementioned shift in strategy and growth of its digital platform. Funding for the services the company provides will likely remain stable. Funding sources for these products are diversified, coming come from both the federal and state level. S&P notes that education budgets have been fairly resilient to economic cycles, notably during 2008-2010. In addition, during the pandemic, education funding has been included in several stimulus funding bills. ECE funding has broad bipartisan support, and has increased through both Republican and Democratic administrations, which it believes should enable stable funding in the future. S&P said, "We expect S&P Global Ratings' adjusted leverage to be in the low-12x area for fiscal 2021.Upon the new ownership by KKR, we don't expect any material increases regarding ongoing product investment levels, nor do we anticipate any restructuring or other cost-saving initiatives to take place that may negatively impact S&P Global Ratings' adjusted EBITDA within the next few years. Furthermore, we expect S&P Global Ratings' adjusted EBITDA margins to improve around 100 basis points (bps)-150bps annually over the next few years from the increased penetration of its digital-curriculum solution, which carries significantly higher gross margins compared with the print product. We expect this will enable continued growth in its EBITDA base, with 2022 leverage improving to the low-10x area. Given the improving margins and relatively stable revenue base, we expect reported FOCF to be in mid-$20 million area in 2021 and 2022 (excluding transaction costs from the sale)." KKR is funding the acquisition of Teaching Strategies with a $320 million first-lien term loan, a $115 million second-lien term loan, and sponsor-contributed equity. S&P said, "We believe the debt being issued, as a percentage of the purchase price, is relatively low compared to typical private equity structures. Therefore, we believe a dividend recapitalization is possible over the next 12-24 months, once the cash-adjusted EBITDA base has sufficiently scaled. Teaching Strategies has been acquisitive in the past, acquiring WeeSchool and ReadyRosie in 2019, and Al's Pals and FarFaria in 2020, though all were relatively small and funded with cash on hand. We expect mergers and acquisitions (M&A) to continue to be a part of its growth strategy, with future acquisitions likely be of a similar scale of its 2019 and 2020 acquisitions, though the company indicated it would be open to pursuing a transformative acquisition if an appropriate opportunity presented itself." S&P said, "The stable outlook reflects our view that relatively stable government funding sources and increased attention being given to ECE, along with improving profitability from a growing subscription revenue base, should enable consistent EBITDA and FOCF over the next 12-24 months. "While unlikely in the next 12 months, we could raise the rating if EBITDA and FOCF continue to grow from its digital curriculum and assessment products, such that leverage declines to the mid-6x area and FOCF to debt stays in the mid-single digit percentage range. "While not expected within the next 12 months, we could lower the rating if increased competition from larger vendors penetrating the ECE market leads to pricing pressures, lower net new customers, and ultimately negative FOCF, whereby we would view the capital structure as unsustainable. We would also consider a downgrade if debt levels are significantly increased to fund a dividend or transformative acquisition, whereby the net increase in cash interest significantly weakens FOCF." GATEWAY KENSINGTON: May Use Cash Collateral Through Aug. 25 ----------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York entered a fourth (bridge) order authorizing Gateway Kensington, LLC to use the cash collateral of Sterling National Bank through the final hearing on the cash collateral request. The Debtor is authorized to use the cash collateral, pursuant to the budget, according to the terms the Second Interim Order, except as modified by the current order. The Debtor is directed not to exceed the budget by more than 5% of the amount set forth therein without the express written consent of SNB or the Court. The final fearing is adjourned to August 25, 2021 at 10 a.m., which shall be held via Zoom for Government. A copy of the Fourth Order is available for free at https://bit.ly/3Akzy9Z 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: Kumar Says $4M Not Accounted for -------------------------------------------------- Suresh Kumar objects to the The Gateway Ventures, LLC's Disclosure Statement for the following reasons: (a) The Disclosure Statement fails to disclose what the Debtor did with the money from all of the investors, not only Westar but from Nayyar. There is over $4,000,000 which has not been accounted for by the Debtor. (b) The Disclosure Statement provides no basis for the Debtor's at least $15,000,000 valuation of the real property the subject of the Plan and Disclosure Statement. (c) The Disclosure Statement does not tell the creditors the value of the real property the subject of the Plan and Disclosure Statement. The Disclosure Statement just states that it is over $15,000,000. The accurate fair market value of the property is critical. If the property is worth more than all the creditors' claims, there is no justification for the Debtor paying Kumar less than 100% of his allowed claim. (d) The Disclosure Statement does not inform of the status of the development – i.e., are the lost ready to sell? The creditors need to know if the sales proceeds for the sale of the first lots need to be used to finish the development of the entire project. (e) Subsequent to the filing of the Disclosure Statement, the Debtor filed an application to retain a real estate broker. The Disclosure Statement does not take into account the possibility of paying $900,000 in broker's fees and how that might affect the payment to Kumar. Attorney for Suresh Kumar: Harrel L. Davis III hdavis@eplawyers.com About The Gateway Ventures The Gateway Ventures, LLC, owns and is the developer of a 19+ tract of real property El Paso, El Paso County, Texas, commonly referred to as 6767 W. Gateway Blvd., El Paso, Texas 79925 and 1122 Airway Blvd., El Paso, TX 79925. The Gateway Ventures, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-30071) on Feb. 2, 2021, listing under $1 million in both assets and liabilities. Judge H. Christopher Mott oversees the case. Weycer, Kaplan, Pulaski & Zuber, PC, serves as the Debtor's counsel. GLASS MOUNTAIN: S&P Lowers ICR to 'D' on Missed Interest Payment ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Glass Mountain Pipeline LLC (GMP), a crude oil transportation system connecting the STACK, Mississippi Lime, and Granite Wash plays to Cushing, Okla., to 'D' from 'CC'. At the same time, S&P lowered its issue-level rating on the company's senior secured term loan B to 'D' from 'CC'. The downgrade follows GMP's decision not to make an interest payment due July 30, 2021, on its outstanding debt, which constitutes an event of default under our criteria. On August 5, 2021, the company entered into a forbearance agreement with its lenders. GREAT AMERICAN: Files Amendment to Disclosure Statement ------------------------------------------------------- Great American Treating, Inc. submitted an Amended Disclosure Statement describing Plan of Reorganization dated August 9, 2021. In January 2011, Great American Treating pledged certain real and personal property to secure the purchase of the assets of Tucker's Beverages Inc. by Cowboy's Retail and Wholesale Beverage Distribution, LLC. Tucker's Beverages Inc. was owned by Peggye M. Davis, James Davis, and Jay Davis (the "Davis Group"). The Davis Group filed suit against Great American Treating and others, and on March 19, 2019 a Final Judgment was signed, granting the Davis Group a judgment against Great American Treating. The judgment was appealed and on or about July 31, 2020, the judgment imposing a money judgment against Great American Treating was reversed. The judgment regarding foreclosure of the property pledged by Great American Treating was reversed and remanded for rendition of a judgment and order of sale that complied with Rule 309 of the Texas Rules of Civil Procedure governing foreclosure proceedings. On March 3, 2021, the appellate court issued a Mandate commanding the trial court to obey the order of the appellate court. These events precipitated the filing of this Chapter 11 case by Great American Treating on March 4, 2021. The Amended Disclosure Statement does not alter the proposed treatment for creditors and the equity holder: * Class 1 consists of the Allowed Secured Claim of Smith County. Smith County has filed a secured claim which includes property taxes against property owned by the Debtor in the amount of $5,982.43 for the 2021 tax year. The claim is secured by a statutory lien against the Debtor's real property. The Allowed Secured Claim shall be paid on or before the later of (a) January 31, 2022 or (b) the Effective Date of the Plan. Interest shall be paid as required by statute. Smith County shall retain its lien against the real property until its Allowed Secured Claim has been paid. * Class 2 consists of the Allowed Secured Claim of the Davis Group. Prior to the filing of the bankruptcy petition, the Davis Group obtained a non-recourse judgment against the Debtor which is secured by the Debtor's real property and equipment. The Allowed Secured (Non-Recourse) Claim shall be paid with interest at the rate of 4% per annum, in sixty equal monthly installments beginning thirty days after the Effective Date of the Plan. * Class 3 consists of the Allowed General Unsecured Claims. The Allowed General Unsecured Claims shall be paid in sixty monthly payments from the Debtor's Net Income from available funds after payment of the Class 2 Claim and annual property taxes, beginning thirty days after the Effective Date of the Plan. General unsecured claims shall be paid on a pro rata basis. * Class 4 consists of the shareholder interest of Michael Mitchell. Mr. Mitchell shall retain his shareholder interest, subject to the proposed treatment of the Class 1 through Class 3 Allowed Claims, and to the exclusion of any party in interest claiming any interest. The Debtor has lease income in the amount of $4,000 per month for the lease of its real property to Industrial Wood Technology, Inc. (the Lessee). Insurance on the real property is provided by the Lessee under the terms of the lease. The Plan is to pay allowed claims from the Debtor's lease income. A full-text copy of the Amended Disclosure Statement dated August 9, 2021, is available at https://bit.ly/3iyYt3t from PacerMonitor.com at no charge. About Great American Treating Great American Treating, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 21-60078) on March 4, 2021, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Patrick Law Offices. GREENSILL CAPITAL: Credit Suisse to Pay Investors $400 Mil. More ---------------------------------------------------------------- Law360 reports that Credit Suisse Group AG said on Friday, August 6, 2021, that it will pay out $400 million to investors by Aug. 10, 2021 in its latest installment of refunds to clients who poured $10 billion into four supply-chain finance funds that were linked to troubled Greensill Capital. The Swiss bank's asset management arm said that it will return the outstanding money in its latest payout after it terminated the funds linked to Greensill in March. Credit Suisse has distributed a total of approximately $5.6 billion to investors in the funds since March 2021. About Greensill Capital Greensill is an independent financial services firm and principal investor group based in the United Kingdom and Australia. It offers structures trade finance, working capital optimization, specialty financing and contract monetization. Greensill Capital Pty is the parent company for the Greensill Group. Greensill began to unravel in March 2021 when its main insurer stopped providing credit insurance on US$4.1 billion of debt in portfolios it had created for clients including Swiss bank Credit Suisse. Greensill Capital (UK) Limited and Greensill Capital Management Company (UK) Limited filed for insolvency in Britain on March 8, 2021. Matthew James Byrnes, Philip Campbell-Wilson and Michael McCann of Grant Thornton were appointed as administrators. Greensill Capital Pty Ltd. filed insolvency proceedings in Australia. Matt Byrnes, Phil Campbell-Wilson, and Michael McCann of Grant Thornton Australia Ltd, were appointed as voluntary administrators in Australia. Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 21-10561) on March 25, 2021. Jill M. Frizzley, director, signed the petition. In the petition, the Debtor listed assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. The case is handled by Judge Michael E. Wiles. The Debtor tapped Segal & Segal LLP as bankruptcy counsel, Mayer Brown LLP as special counsel, and GLC Advisors & Co., LLC and GLCA Securities, LLC as investment bankers and financial advisors. Matthew Tocks is the chief restructuring officer. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on April 7, 2021. The Committee is represented by Arent Fox LLP. HERTZ CORP: Customers Ask Court Permission to Sue Insurers ---------------------------------------------------------- Jeremy Hill of Bloomberg News reports that a group of former Hertz customers who say they collectively spent over 2,332 days in jail because the rental car giant filed false police reports is asking a bankruptcy court for permission to sue its insurers. False Police Report Claimants No. 3, one of three similar customer groups, says Hertz Corp. filed the theft reports against them when the company misplaced its vehicles or failed to record legitimate rental extensions. The three groups represent a total of 170 individuals. Claimants No. 3 on Wednesday, August 4, 2021, asked the U.S. Bankruptcy Court for the District of Delaware's consent to go around an injunction. "The Debtor has now confirmed its Plan of Reorganization pursuant to which the claims of the False Police Report Plaintiffs, the False Police Report Claimants No. 2, and the False Police Report Claimants No. 3 are unimpaired. Here, the automatic stay terminated upon the June 30, 2021 effective date of the Plan and the only stay or injunction that remains is under the Plan. Therefore, because the Reorganized Debtor has adequate insurance and the claims of each of the False Police Report Plaintiffs are unimpaired, there is no good reason to maintain any stay or injunction established under the Plan," the Claimants said in a court filing. Attorneys for the False Police Report Plaintiffs, False Police Report Claimants No. 2, and False Police Report Claimants No. 3: CIARDI CIARDI & ASTIN Daniel K. Astin 1204 North King Stree Wilmington, DE 19801 Telephone: (302) 384-9541 Facsimile: (302) 658-1300 E-mail: dastin@ciardilaw.com - and - Albert A. Ciardi, III, Esquire Walter W. Gouldsbury III, Esquire CIARDI CIARDI & ASTIN 1905 Spruce Street Philadelphia, PA 19103 Telephone: (215) 557-3550 Facsimile: (215) 557-3551 E-mail: aciardi@ciardilaw.com wgouldsbury@ciardilaw.com - and - Francis Malofiy, Esquire FRANCIS ALEXANDER, LLC 280 N. Providence Road, Suite 1 Media, PA 19063 Telephone: (215) 500-1000 Facsimile: (215) 500-1005 E-mail: francis@francisalexander.com About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist the Debtors in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a Committee to represent unsecured creditors in Debtors' Chapter 11 cases. The Committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC, as financial advisor. Ernst & Young LLP provides audit and tax services to the Committee. INNERLINE ENGINEERING: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Innerline Engineering, Inc. 1663 Commerce Street Corona, CA 92880 Business Description: Innerline Engineering, Inc. -- http://www.innerlineengineering.com-- offers a variety of services to municipalities, utility owners, industrial facilities and commercial property owners for the maintenance of their underground utilities. Chapter 11 Petition Date: August 9, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-14305 Debtor's Counsel: Jeffrey B. Smith, Esq. CURD, GALINDO & SMITH, LLP 301 E. Ocean Blvd., Suite 1700 Long Beach, CA 90802 Tel: 562-624-1177 E-mail: jsmith@cgsattys.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas J.C. Yeh, chief financial officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CQYW55A/Innerline_Engineering_Inc__cacbke-21-14305__0001.0.pdf?mcid=tGE4TAMA INTERPACE BIOSCIENCES: Schedules 2021 Annual Meeting for Nov. 8 --------------------------------------------------------------- The board of directors of Interpace Biosciences, Inc. has established Nov. 8, 2021 as the date of the Company's 2021 annual meeting of stockholders. In light of continuing concerns regarding Coronavirus (COVID-19), for the safety of stockholders and in accordance with federal, state and local guidance that has been issued regarding group gatherings, the Company has decided that the 2021 Annual Meeting will again be held in a virtual format only, via the Internet, with no physical in-person meeting. The Company's 2020 annual meeting was held in a virtual format via the internet on July 9, 2020. Because the date of the 2021 Annual Meeting has changed by more than 30 days from the anniversary date of the 2020 Annual Meeting, the Company is informing stockholders of such change. The Amended and Restated Bylaws of the Company provide that if the date of the annual meeting is more than 30 days before or more than 60 days after the one-year anniversary of the preceding year's annual meeting (July 9, 2020), advance written notice of stockholder-proposed business intended to be brought before an annual meeting of stockholders must be received by the Secretary of the Company not later than the 90th day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made. A new deadline has therefore been set for submission of proposals by stockholders intended to be included in the Company’s proxy statement for the 2021 Annual Meeting. In order for a proposal to be considered timely, it must be received by the Company on or prior to 5:00 p.m. on Aug. 16, 2021. Any proposal received after such date will be considered untimely. Proponents are advised to submit their proposals by certified mail, return receipt requested, addressed to the Company’s Secretary at the Company's principal executive offices at Morris Corporate Center 1, Building C, 300 Interpace Parkway, Parsippany, NJ 07054. Only proposals and nominations meeting the requirements of applicable U.S. Securities and Exchange Commission rules will be considered for inclusion in the Company's proxy statement. About Interpace Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com-- offers specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications. Clinical services, through Interpace Diagnostics, provides clinically useful molecular diagnostic tests, bioinformatics and pathology services for evaluating risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. Pharma services, through Interpace Pharma Solutions, provides pharmacogenomics testing, genotyping, biorepository and other customized services to the pharmaceutical and biotech industries. Interpace Biosciences reported a net loss of $26.45 million for the year ended Dec. 31, 2020, compared to a net loss of $26.74 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $43.86 million in total assets, $30.22 million in total liabilities, and $46.54 million in preferred stock, and a total stockholders' deficit of $32.9 million. Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 1, 2021, citing that the Company has suffered operating losses, has negative operating cash flows and is dependent upon its ability to generate profitable operations in the future or obtain additional financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. In addition, the Company has been materially impacted by the outbreak of a novel coronavirus (COVID-19), which was declared a global pandemic by the World Health Organization in March 2020. These conditions raise substantial doubt about its ability to continue as a going concern. INVESTVIEW INC: Reports $2.8M Bitcoin Mining Gross Revenue in July ------------------------------------------------------------------ Investview, Inc. announced its Bitcoin production and digital asset holdings for July 2021, and an operations update. July 2021 BTC Production and Digital Asset Holdings * Gross Revenue of $2.8 million, up 250% Year-Over-Year July * Gross Profit of $2.2 million, up 633% Year-Over-Year July * Gross Profit Margin of 79% * Bitcoin Mined over 15 months period ending July 2021, 1,003.08 BTC * As of July 31, 2021, Investview holds over 122.75 BTC * As of July 31, 2021, Investview holds over 153,789.31 NDAU Operations Update: Hash Rate Growth Plan In July 2021, SAFETek expanded its fleet of Bitcoin miners with the purchase of 1,200 Bitmain T17+ Antminers. The expansion to SAFETek's fleet of miners is expected to be fully deployed by mid-September 2021. This will grow SAFETek's existing fleet of Bitcoin miners to approximately 10,000 miners. As a result, SAFETek's hashrate capacity is estimated to grow by 22% or 70 petahash per second (PH/s) to a total hashrate of nearly 400 PH/s. About Investview Headquartered in Salt Lake City, Utah, Investview, Inc., is a diversified financial technology organization that operates through its subsidiaries, to provide financial products and services to individuals, accredited investors and select financial institutions. For the year ended March 31, 2020 the Company had incurred a significant net loss, had a working capital deficit, and had a large accumulated deficit. These conditions raised substantial doubt about its ability to continue as a going concern. During the year ended March 31, 2021 the Company raised $5,893,135 in cash proceeds from related parties, $1,405,300 in cash proceeds from new lending arrangements, and $1,960,325 in cash proceeds from the sale of preferred stock. Additionally, the Company reported $6,887,284 in cash provided by operating activities, $774,389 of income from operations, and net income of $565,793. As of March 31, 2021 the Company has cash of $5,389,654 and a working capital balance of $2,005,576. Further, subsequent to March 31, 2021 the Company received gross proceeds of $2,471,875 in connection with its Preferred Unit Offering and plan to continue to increase revenues and decrease expenses to generate income from operations. As of March 31, 2021 the Company's unrestricted cryptocurrency balance was reported at a cost basis of $4,679,256. The fair market value of those holdings, based on the closing market price on March 31, 2021, was $5,978,597. The Company said these positive conditions and events have led management to determine that the substantial doubt about the Company's ability to continue as a going concern has been mitigated and alleviated. * * * This concludes the Troubled Company Reporter's coverage of Investview until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. ISIS MEDICAL: May Use Cash Collateral Until August 24 ----------------------------------------------------- Judge Guy R. Humphrey of the U.S. Bankruptcy Court for the Southern District of Ohio authorized ISIS Medical, Inc. to use cash collateral on an interim basis solely in accordance with the second interim budget, provided that any proposed payment is not on account of prepetition debt, or of an executory contract. The budget provided for $406,150 in total cash outflows for August 2021. The Debtor's right to use Cash Collateral terminates on the earlier of (a) August 24, 2021; or (b) five business days following the Debtor's and/or Receiver's receipt from FC Bank of a written notice that the Debtor is in default of the Fourth Stipulated Order. FC Bank shall receive payments of $30,000 per month upon approval of the current order, and each subsequent payment shall be made no later than 30 calendar days thereafter. A copy of the Fourth Stipulated Order, with the budget, is available for free at https://bit.ly/3s2ro2Y from PacerMonitor.com. Counsel for FC Bank: Maria Mariano Guthrie, Esq. Kegler Brown Hill + Ritter 65 E. State Street, Suite 1800 Columbus, OH 43215 Telephone: (614) 462-5437 Email: mguthrie@keglerbrown.com About ISIS Medical Inc. ISIS Medical, Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio Case No. 20-32705) on Dec. 17, 2020. Colleen Duch, vice-president and sole shareholder of the Debtor, signed the petition. At the time of the filing, the Debtor disclosed $13,900,974 in assets and $6,034,068 in liabilities. Judge Guy R. Humphrey oversees the case. Shaneyfelt & Associates, LLC and Delk Rutherford & Associates, Inc. serve as the Debtor's legal counsel and accountant, respectively. JAGUAR HEALTH: Adjourns Annual Stockholders' Meeting Until Sept. 3 ------------------------------------------------------------------ Jaguar Health, Inc. has adjourned its Annual Meeting of Stockholders held on May 13, 2021 for a fourth time due to a lack of quorum. The adjourned meeting will be held at 8:30 a.m. Pacific Standard Time/11:30 a.m. Eastern Standard Time on Friday, Sept. 3, 2021 at the offices of the Company at 200 Pine Street, Suite 400, San Francisco, CA. The record date for determining stockholders eligible to vote at the Annual Meeting will remain the close of business on April 12, 2021. Stockholders have thus far strongly supported the proposals. No action is required by any stockholder who has previously delivered a proxy and who does not wish to revoke or change that proxy. "We decided to adjourn our Annual Meeting again because we are now very close to reaching quorum - only an additional 0.84% of the Company's eligible common stock outstanding needs to be voted to achieve quorum. We believe voting participation in shareholder meetings plays an important role in supporting shareholder value. Our ongoing attempt to obtain quorum has been extremely costly and distracting for the Company, and we greatly encourage all eligible stockholders who have not yet voted their shares -- or provided voting instructions to their broker or other record holder –- to do so as soon as possible so that Jaguar can obtain quorum and be able to conclude the Annual Meeting. Your participation is very important and very valued," stated Lisa Conte, Jaguar's president and CEO. Jaguar's Board of Directors recommends a vote "FOR" the presented proposals. How to Vote Stockholders of record as of the close of business on April 12, 2021 may vote by internet at http://www.voteproxy.com,or by telephone at 800-776-9437 (this voting phone number is operational 24x7), or by returning a properly executed proxy card. Stockholders who hold shares of Jaguar stock in street name may vote through their broker. Street name stockholders requiring assistance with voting their shares are encouraged to contact Jaguar's proxy solicitation firm, Georgeson, at 866-821-0284, Monday to Friday from 9:00 AM - 11:00 PM US Eastern Standard Time, and Saturday from 12:00 PM-6:00 PM US Eastern Standard Time. Georgeson's call center is not staffed on Sundays. No changes have been made to the proposals to be voted on by stockholders at the Annual Meeting. The Company's Proxy Statement and any other materials filed by the Company with the SEC can be obtained free of charge at the SEC's website at www.sec.gov. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar Health reported a net loss and comprehensive loss of $33.81 million for the year ended Dec. 31, 2020, compared to a net loss and comprehensive loss of $38.54 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $68.71 million in total assets, $36.82 million in total liabilities, and $31.89 million in total stockholders' equity. KENAN ADVANTAGE: Moody's Rates 2nd Lien Term Loan 'Caa2' -------------------------------------------------------- Moody's Investors Service affirmed the ratings of Kenan Advantage Group, Inc., including the corporate family rating at B3, the probability of default rating at B3-PD, the revolving credit facility and the upsized senior secured first lien term loan (including $100 million incremental) at B2. At the same time, Moody's assigns a Caa2 to the new $300 million senior secured second lien term loan. The rating outlook remains stable. The Caa2 rating on the existing senior notes is unchanged at this time and will be withdrawn upon closing of the transaction. Proceeds from the first lien term loan and new second lien term loan will be used to refinance Kenan's $405 million senior notes due 2023. The following rating actions were taken: Assignments: Issuer: Kenan Advantage Group, Inc. Gtd Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5) Affirmations: Issuer: Kenan Advantage Group, Inc. Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Gtd Senior Secured 1st Lien Term Loan B, Affirmed B2 (LGD3) Gtd Senior Secured Revolving Credit Facility, Affirmed B2 (LGD3) Issuer: Kenan Canada GP Gtd Senior Secured Term Loan B1, Affirmed B2 (LGD3) Outlook Actions: Issuer: Kenan Advantage Group, Inc. Outlook, Remains Stable RATINGS RATIONALE The ratings, including the B3 CFR, reflect Kenan's position as a leading provider of liquid bulk transportation services in North America with a broad presence across the United States and Canada, which facilitates strong customer relationships and a reliable dedicated contract carriage model. Moody's expects debt-to-EBITDA (inclusive of Moody's standard adjustments) to end 2021 at around 5.8x in the absence of debt-funded acquisitions and decline further to about 5.3x by the end of 2022. Further, over the next 18-months Moody's expects Kenan's EBITA margin to improve to about 7%, due to retaining cost-saving initiatives implemented in 2020, higher volumes and utilizing technology to gain efficiencies. Those efforts, together with significant investments in the truck fleet over the past year have enabled Kenan to expand margins and bolster cash flow. As an operator of heavy-duty trucks with diesel engines, Kenan is exposed to the environmental risk that emission regulations will become more stringent, which could result in higher engine costs. Furthermore, the company faces corporate governance risks given private equity ownership and its acquisitive nature, which could further constrain the metrics if acquisitions are funded with debt. Kenan is expected to maintain adequate liquidity through 2022, with free cash flow around $45 million, generated through strong earnings and prudent working capital management. The liquidity profile benefits from the extension of maturities on the senior secured credit facilities earlier in the year to 2026, as well as from the upsized revolver. Availability under the revolver approximates $80 million, net of letters of credit. Moody's expects the company's cash balance to be about $65 million at close of transaction. The B2 rating on the senior secured debt, one notch above the CFR, reflects the senior position of this class of debt in the capital structure and expectation of recovery in a default scenario under Moody's Loss Given Default for Speculative-Grade Companies (LGD) methodology. The Caa2 rating on the senior secured second lien term loan due 2029 is two notches below the CFR because of the preponderance of secured debt in priority of claim to the notes. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with sustained earnings growth that results in stronger credit metrics, including Moody's expectation of debt-to-EBITDA to remain below 5.5x. Upwards rating pressure could also result from a prudent acquisition strategy and financial policies that take into account the impact on credit metrics, greater stability in the company's end markets, and sustained positive free cash flow with free cash flow-to-debt of at least low single-digits. The ratings could be downgraded with deterioration of the company's liquidity profile, including expectations of negative free cash flow or inability to generate enough cash to cover debt amortization and capital lease payments. A deterioration in business conditions and earnings declines, such that leverage is expected to be sustained above 6.5x could also drive downwards rating pressure. Acquisitions or shareholder returns that increase debt leverage could also result in a downgrade. Kenan is a provider of liquid bulk transportation and logistics services to the fuels, chemicals, liquid food and merchant gas markets. Kenan offers transportation services throughout the U.S. and in Canada using primarily a dedicated contract carriage model. Revenues were approximately $1.6 billion for LTM period at June 30, 2021. Kenan is owned by OMERS Private Equity, a manager of the private equity investments of Canadian pension fund, Ontario Municipal Employees Retirement System (OMERS). The principal methodology used in these ratings was Surface Transportation and Logistics published in May 2019. KENAN ADVANTAGE: S&P Lowers First-Lien Term Loan Rating to 'B-' --------------------------------------------------------------- S&P Global Ratings lowered its issue-level ratings on Kenan Advantage Group Inc.'s (B-/Stable/--) first-lien revolving credit facility and term loan due 2026 to 'B-' from 'B', due to the proposed $100 million term loan add-on. The recovery rating is '3', which indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. At the same time, S&P assigned a 'CCC' issue-level rating to the proposed $300 million second-lien term loan due 2029. The '6' recovery rating indicates its expectations for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. The company plans to use the proceeds from the new debt to refinance its existing $405 million senior notes due 2023. S&P said, "Our issuer credit rating on Kenan is unchanged. We forecast pro forma credit metrics will remain in line with our previous expectations. We believe the company will deliver solid operating performance this year, benefiting from recent acquisitions and enhanced profitability. Our base case assumes adjusted debt leverage could decline below 6x in 2021." ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario assumes a default in 2023 and is based on reduced delivery volumes from major end markets that cause pricing pressures that affect the company's revenue, margins, and cash flows. -- S&P believes if Kenan were to default, debt holders would achieve the greatest recovery value through reorganization rather than through liquidation. -- S&P has valued the company using an earnings multiple approach, in line with trucking peers. Simulated default and valuation assumptions -- Simulated year of default: 2023 -- EBITDA at emergence: $187 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $888 million -- Valuation split in % (obligors/non-obligors): 85%/15% -- Total collateral value available to first-lien debt: $859 million -- First-lien debt claims: $1.3 billion --Recovery expectation: 50%-70% (rounded estimate: 65%) -- Total collateral value available to second-lien debt: $0 million -- Second-lien debt claims: $315 million --Recovery expectation: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. S&P assumes an 85% draw on the cash flow revolver in the default year. KENAN ADVANTAGE GROUP INC. Issuer Credit Rating B-/Stable/-- B-/Stable/-- NEW RATING KENAN ADVANTAGE GROUP INC. Senior Secured US$300 mil 2nd lien term bank ln due 2029 CCC Recovery Rating 6(0%) RATINGS AFFIRMED KENAN ADVANTAGE GROUP INC. Senior Unsecured CCC CCC Recovery Rating 6(5%) 6(5%) RATINGS LOWERED; RECOVERY RATINGS REVISED KENAN ADVANTAGE GROUP INC. Senior Secured B- B Recovery Rating 3(65%) 2(70%) KISMET ROCK: May Use Wells Fargo Bank's Cash Collateral ------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina authorized Kismet Rock Hill, LLC to use cash collateral in the ordinary course of business, on an interim basis, pending the entry of a further order on the Debtor's cash collateral motion. As adequate protection for any diminution of the Cash Collateral, the Lender -- Wells Fargo Bank National Association, as Trustee for the Benefit of the Registered Holders of JPMBB Commercial Mortgage Securities Trust 2014-C19, Commercial Mortgage Pass-Through Certificates, Series 2014-C19 -- will receive: a. the adequate protection payments as set forth in budget. The budget provided for mortgage interest payments of $34,000 each on August 30 and September 27, 2021. b. replacement liens on the post-petition Cash Collateral, in the same validity and priority as its pre-petition liens, to the extent of any diminution in its Cash Collateral post-petition. The budget provided for these undistributed operating expenses: $3,395 for the week of August 2, 2021; $15,015 for the week of August 9, 2021; $3,430 for the week of August 16, 2021; $12,130 for the week of August 23, 2021; $3,465 for the week of August 30, 2021; $14,465 for the week of September 6, 2021; $3,360 for the week of September 13, 2021; $12,095 for the week of September 20, 2021; $3,423 for the week of September 27, 2021; $14,430 for the week of October 3, 2021; and $3,465 for the week of October 10, 2021. The Court directed the Debtor to maintain all insurance policies required to conduct its business and to provide the Lender with proof of all such coverage. The Debtor shall also maintain the Collateral in reasonably good condition and shall operate the same in the ordinary course of business. The Debtor owes the Lender a total outstanding balance of approximately $9,670,000. The Lender asserts a security interest in all of the Debtor's real and personal property. A copy of the order, with the budget, is available for free at https://bit.ly/2X8QuSy from PacerMonitor.com. The Court will convene a final hearing on the Debtor's use of cash collateral on September 7, 2021 at 10:30 a.m. if timely objections are filed by August 31. About Kismet Rock Hill Kismet Rock Hill, LLC operates a hotel, commonly known as the Holiday Inn located at 503 Galleria Boulevard, in Rock Hill, York County, South Carolina. The company filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 21-01926) on July 23, 2021. At the time of the filing, the Debtor listed as much as $50 million in assets and as much as $10 million in liabilities. Judge Helen E. Burris presides over the case. Christine E. Brimm, Esq., at Barton Brimm, PA, represents the Debtor as legal counsel. KRISU HOSPITALITY: Taps Briana Cooper as Special Litigation Counsel ------------------------------------------------------------------- Krisu Hospitality, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Briana Cooper, PLLC as special litigation counsel. The firm's services include: (a) assisting the Debtor in analyzing and prosecuting claims owned by the estate against third parties; (b) preparing and filing pleadings to pursue the estate's claims against third parties; (c) conducting examinations of witnesses, claimants and other parties in interest in connection with such litigation; (d) representing the Debtor in any adversary cases and other proceedings before the bankruptcy court and in any other judicial or administrative proceeding in which its claims may be affected; (e) collecting any judgment that may be entered in the contemplated litigation; (f) handling any appeals that may result from the contemplated litigation; and (g) performing any other legal services. The firm's attorney will be paid at an hourly rate of $175. Briana Cooper, 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: Briana Cooper, Esq. Briana Cooper, PLLC 1402 Texas Ave. Lubbock, TX 79401 Tel.: (806) 787-7569 Email: briana@texascivilpractice.com About Krisu Hospitality Krisu Hospitality, LLC, a company based in Pampa, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 19-20347) on Nov. 4, 2019, listing as much as $50 million in assets and as much as $10 million in liabilities. Judge Robert L. Jones oversees the case. Swindell Law Firm and Briana Cooper, PLLC serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. LIMETREE BAY: Davis Polk Advises Group of Lenders on Financing -------------------------------------------------------------- Davis Polk advised an ad hoc group of term lenders holding approximately 70% of the outstanding principal amount of Limetree Bay Terminals, LLC's $440 million senior secured term loan facility due 2024 in connection with short-term bridge financing extended as an incremental facility under the senior secured term loan and with a new money holding company financing arrangement under which AMP Capital Investors S.A.R.L. and affiliates will provide Limetree Bay Terminals with up to $100 million in new capital. On July 23, 2021, Limetree Bay Terminals executed a $4 million bridge term loan financing under the existing term loan facility at Limetree Bay Terminals, which funding was provided by members of the ad hoc group. Under the new $100 million Holdings term loan, which is secured on a junior basis by the assets securing the existing senior secured term loan, AMP Capital will provide Limetree Bay Holdings II, LLC ("Holdings"), Limetree Bay Terminals' indirect parent company, with a $50 million incremental tranche of term loans, which amount can be upsized by an additional $50 million at the election of AMP Capital. The proceeds of all term loans advanced under the new facility tranche at Holdings will be invested in Limetree Bay Terminals. Initial proceeds of the new Holdings facility were used to, among other things, repay the bridge facility. Davis Polk is continuing to advise the ad hoc group in connection with the ongoing chapter 11 proceedings of Limetree Bay Terminals' affiliate, Limetree Bay Refining, LLC. Limetree Bay Terminals is a world-class energy logistics hub centrally located in the Caribbean facilitating the storage, segregation, blending and global movement of crude oils, fuel oils, bunker, gasolines, diesel, jet fuel and liquid petroleum gases. Customers include integrated global oil majors, refiners, global trading houses and the co-located refinery. The facility consists of 167 tanks, with a capacity of approximately 34 million barrels, and deep-water access to 11 docks including an offshore single point mooring (SPM) buoy capable of loading and discharging vessels up to VLCC size. The Davis Polk restructuring team included partner Damian S. Schaible, counsel Erika D. White and Aryeh Ethan Falk and associate Jonah A. Peppiatt. The finance team included partner Kenneth J. Steinberg, counsel Jon Finelli and Ilona C. Potiha and associates Jason Palios, Timothy H. Oyen and Alexander K.B. Shimamura. All members of the Davis Polk team are based in the New York office. About Limetree Bay Terminals Limetree Bay Terminals, LLC is a world-class energy logistics hub centrally located in the Caribbean facilitating the storage, segregation, blending, and global movement of crude oils, fuel oils, bunker, gasolines, diesel, jet fuel, and liquid petroleum gases. Customers include integrated global oil majors, refiners, global trading houses, and the co-located refinery. The facility consists of 167 tanks, with a capacity of approximately 34 million barrels, and deep-water access to 11 docks including an offshore single point mooring (SPM) buoy capable of loading and discharging vessels up to VLCC size. About Limetree Bay 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 refining listed at least $1 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. Baker Hostetler is acting as legal counsel for the Company and B. Riley Financial Inc. has been retained as restructuring advisor. LOUISIANA CRANE: Unsecureds Will Recover 10% of Their Claims ------------------------------------------------------------ Louisiana Crane & Construction, LLC, submitted a Plan and a Disclosure Statement. The Plan contemplates payment of all allowed claims against the Debtor utilizing the revenue from the ongoing operation of the Debtor's business to make the payments set forth therein. The holders of Membership Interests will be affected pursuant to the Plan. Class 16 (General Unsecured Claims) will each receive such creditor's pro-rata share of the Fund. The Allowed Class 16 creditors will receive their pro-rata share of the Fund based upon the following: (a) an amortization of five (5) years; (b) a final payment of all unpaid principal and interest of the Fund amount on the fifth anniversary of the Effective Date of the Plan; and (c) quarterly payments with the first payment ninety (90) days after the Effective Date. The estimated recovery for Class 16 is 10%. This is based upon an assumed Class 16 of $8,000,000.00 inclusive of deficiency claims of Classes 3 through 15. Class 16is impaired. The Cash required to be distributed under the Plan to the holders of Allowed Administrative Claims and Allowed Claims on the Effective Date will be provided by (i) the Cash held by the Debtor on the Effective Date; (ii) the Reorganized Debtor's operations; (iii) the New Equity Contribution; and (iv) Peoples' Cash Out Fund. Counsel for the Debtor: Douglas S. Draper Leslie A. Collins Greta M. Brouphy Heller, Draper & Horn, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 Fax: (504) 299-3399 E-mail: ddraper@hellerdraper.com lcollins@hellerdraper.com gbrouphy@hellerdraper.com A copy of the Disclosure Statement dated August 4, 2021, is available at https://bit.ly/3ApzxBM from PacerMonitor.com. About Louisiana Crane Louisiana Crane & Construction, LLC is a Eunice, La.-based supplier of traditional crane services and general oilfield construction, pipeline, plant maintenance, rotating equipment, and millwright services. Louisiana Crane & Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 21-50198) on April 6, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge John W. Kolwe oversees the case. Heller, Draper & Horn, LLC is the Debtor's legal counsel. LW RETAIL ASSOCIATES: Wins Continued Cash Collateral Access ----------------------------------------------------------- Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York authorized LW Retail Associates, LLC to use cash collateral through and including September 2, 2021, in the ordinary course of business in accordance with the budget. National Bank of New York City (NBNYC) and Loft Space Condominium have asserted perfected security interests in the cash collateral. Before the Petition Date, NBNYC extended credit to the Debtor for $6,250,000, pursuant to an Amended and Restated Mortgage Note, at a variable interest rate of 3.5%. The current unpaid balance on the Note is approximately $5,612,949. NBNYC extended the Note's term for an additional 12 months with a new maturity date of November 1, 2021. The Note is secured by a mortgage and security interest in the Debtor's assets. As additional security, the Debtor and NBNYC entered into an Assignment of Leases and Rents, pursuant to which the Debtor assigned to NBNYC its rights in all existing and future leases, rents, claims arising from any rejection of any lease in bankruptcy, lease guaranties, and proceeds from the sale of the collateral. As of the Petition Date, the Board of Managers of Loft Space Condominium filed certain Assessment Liens on the Debtor's four commercial condominium units, pursuant to which the Board has asserted additional disputed assessments against the Debtor. The Debtor acknowledges that NBNYC has a lien and security interest in the Collateral by virtue of the filing of its UCC-1 financing statement. The Debtor, however, disputes the Board's lien in all regards and disputes that the Board has any interest in the Cash Collateral. The Court further ruled that: a. NBNYC and the Board are granted replacement liens in all of the Debtor's assets and proceeds (to the extent it is later determined that the Board has an interest in the Cash Collateral) in the amount of Collateral Diminution, in the continuing order of priority of its pre-petition lien, to the extent that such prior liens were valid, perfected and enforceable as of the Petition Date. The replacement liens are subject to (i) the claims of Chapter 11 professionals duly retained in the Chapter 11 case to the extent awarded; (ii) United States Trustee fees and any clerk's filing fees; and (iii) the fees and commissions of a hypothetical Chapter 7 trustee for up to $10,000. b. as further adequate protection, the Debtor shall make monthly adequate protection payments to NBNYC in the amount provided for in the underlying loan documents, at the non-default contract rate of interest, plus such additional amounts authorized for the payment of post-petition real estate taxes, which payments shall be applied to NBNYC's allowed secured claim, and to the Debtor's postpetition real estate tax obligations, as applicable. c. the Debtor shall make monthly adequate protection payments to the New York City Department of Tax and Finance's (NYCDTF) for $1,285 per month and such payment in satisfaction of Section 362(d)(3)(B) of the Bankruptcy Code. A copy of the order is available for free at https://bit.ly/37vDzfb from PacerMonitor.com. A further interim hearing will be held on September 2, 2021, at 10:30 a.m. to consider entry of a further interim order. Objections must be filed and served so as to be received no later than August 26 at 4 p.m. About LW Retail Associates Brooklyn, N.Y.-based LW Retail Associates, LLC owns a fee-simple interest in four condominium units in New York, valued by the company at $12.20 million in the aggregate. LW Retail Associates filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-45189) on Oct. 5, 2017. In the petition signed by Louis Greco, manager, the Debtor disclosed $12.64 million in assets and $6.25 million in liabilities. Judge Elizabeth S. Stong oversees the case. The Debtor tapped DelBello Donnellan Weingarten Wise & Wiederkehr, LLP as bankruptcy counsel, and Goldberg Weprin Finkel Goldstein LLP and Sills Cummis & Gross P.C. as special counsel. M/I HOMES: Moody's Ups CFR to Ba2 & Rates $300MM Unsec. Notes Ba2 ----------------------------------------------------------------- Moody's Investors Service upgraded M/I Homes, Inc.'s Corporate Family Rating to Ba2 from Ba3, Probability of Default Rating to Ba2-PD from Ba3-PD, and the ratings for the company's senior unsecured notes to Ba2 from Ba3. Moody's also assigned a Ba2 rating to M/I Homes' proposed $300 million senior unsecured note offering due 2030. The SGL-2 Speculative Grade Liquidity Rating is maintained. The outlook is stable. "The ratings upgrade to Ba2 reflects M/I Homes' conservative financial strategies, robust operating performance and Moody's expectation that the company will maintain its strong credit ratios," says Natalia Gluschuk, Moody's Vice President -- Senior Analyst. M/I Homes' credit metrics at June 30, 2021 with total homebuilding debt to capitalization ratio of 32% and interest coverage of nearly 11x are expected to be little changed pro forma for the refinancing transaction. The proceeds of the company's proposed $300 million note offering will be used to refinance its existing $250 million senior unsecured notes due 2025. Moody's expects that the company will maintain conservative financial strategies with respect to its leverage, without a need to add additional debt and remain prudent in terms of shareholder friendly activities and acquisitions, while continuing to expand its scale and generate gross margins above 20%. The stable outlook reflects Moody's expectation that M/I Homes will maintain strong credit metrics, while benefiting from robust demand conditions in the homebuilding sector. The following rating actions were taken: Upgrades: Issuer: M/I Homes, Inc. Corporate Family Rating, Upgraded to Ba2 from Ba3 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD4) from Ba3 (LGD4) Assignments: Issuer: M/I Homes, Inc. Senior Unsecured Notes, Assigned Ba2 (LGD4) Outlook Actions: Issuer: M/I Homes, Inc. Outlook, Remains Stable RATINGS RATIONALE M/I Homes' Ba2 Corporate Family Rating is supported by the company's: 1) strong market position in its key geographic markets and LTM revenue scale of $3.4 billion; 2) conservative financial strategies relating to homebuilding debt to capitalization, acquisitions and share repurchases; 3) prudent land strategy with 50%-60% of optioned land supply; 4) focus on the first-time product that contributes about half of total sales; and 5) high proportion of sold homes in the balance of homes in construction. At the same time, the rating is constrained by: 1) the potential that cash flow from operations will be negative if investments in land and land development are accelerated; 2) risks of shareholder friendly activities, given M/I Homes' new $100 million share repurchase program, or acquisitions, although both are expected to be modest; and 3) cyclicality of the homebuilding sector and exposure to protracted declines during a market downturn. The Ba2 rating assigned to the company's senior unsecured notes reflects the capital structure that is composed of unsecured debt. SGL-2 Speculative Grade Liquidity Rating indicates Moody's expectation that M/I Homes will maintain good liquidity over the next 12 to 15 months. Liquidity is supported by $372 million of cash at June 30, 2021, an expectation of modest cash flow from operations, ample available capacity under its $550 million unsecured revolving credit facility due 2025, given that it is not expected to be significantly utilized, robust compliance cushion under financial covenants, and good sources of alternate liquidity given its land supply and an unsecured capital structure. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if the company demonstrates a meaningful expansion in scale and improvement in geographic diversification, if its total homebuilding debt to book capitalization is sustained consistently below 35%, homebuilding interest coverage above 6.0x and gross margins above 20%, and if conservative financial strategies and good liquidity, including strong cash flow, are maintained. The rating could be downgraded the company's financial policies grow to be more aggressive, including with respect to shareholder friendly activities or acquisitions, if end market conditions deteriorate leading to net losses and impairments and causing total homebuilding debt to book capitalization to approach 45% and interest coverage to decline below 5.0x, or if liquidity profile weakens. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in January 2018. M/I Homes, Inc., formed in 1976 and headquartered in Columbus, Ohio, constructs and sells homes under the M/I Homes and Showcase Collection (exclusively by M/I Homes) brands and the Hans Hagen brand in the Minneapolis/St. Paul, Minnesota market and has presence in 15 markets in ten states. In the LTM period ended June 30, 2021, the company generated approximately $3.4 billion in homebuilding revenue. M/I HOMES: S&P Assigns 'BB-' Rating on New $300MM Unsecured Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to M/I Homes Inc.'s proposed $300 million senior unsecured notes due in January 2030. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of payment default. S&P expects the company will use a portion of the proceeds to redeem its $250 million of outstanding 5.625% senior unsecured notes that mature in 2025. MAJESTIC HILLS: Landslide Victims Want Ryan Homes' Ch.11 Suit Pause ------------------------------------------------------------------- Law360 reports that a group of Pennsylvania homeowners whose properties were damaged or lost in a 2018 landslide asked a Pennsylvania federal court to pause a lawsuit by Ryan Homes against the developer Friday, August 6, 2021, since the developer's Chapter 11 bankruptcy plan could pay the homeowners and release a number of third-party defendants and cross-claimants from the suit. The homeowners asked U. S. District Judge J. Nicholas Ranjan to let them join the suit with an amicus brief in support of JND Properties LLC, Pennsylvania Soil and Rock Inc., Alton Industries, Inc., Strnisha Excavation Inc., Morris Knowles & Associates Inc., Mark R. Brashear, Joseph N. DeNardo, and others. About Majestic Hills Majestic Hills, LLC, is a single purpose, limited liability company that was formed to develop 179 single family lots in North Strabane Township, Washington County, Pennsylvania. Once developed, Majestic Hills, LLC sold the lots to NVR, Inc. d/b/a Ryan Homes, who then undertook the building and selling of the homes. Majestic Hills, LLC, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 20-21595) on May 21, 2020. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. The Hon. Gregory L. Taddonio oversees the case. The Debtor's counsel is Donald R. Calaiaro of Calairo Valencik. MEDLEY LLC: SEC Opposes Combined Plan & Disclosure Statement ------------------------------------------------------------ The U.S. Securities and Exchange Commission (the "SEC") objects to the motion of debtor Medley LLC for an order approving adequacy of Disclosures in the Combined Disclosure Statement and Plan. The SEC is the federal agency responsible for regulating the U.S. securities markets, protecting investors, and enforcing the federal securities laws. In that capacity, the SEC is formally investigating whether debtor Medley LLC, and others, violated the anti-fraud and other provisions of the federal securities laws. The SEC has filed a proof of claim in this case in connection with its contingent unliquidated claim against Medley for penalties and disgorgement. On August 2, 2021, the Debtor filed the Amended Plan which is jointly proposed by the Debtor, the Official Committee of Unsecured Creditors, and Medley Capital LLC, a wholly-owned non-Debtor subsidiary. However, the Amended Plan fails to provide critical information that the Debtor's creditors, including the SEC, need to determine if the Amended Plan is in their best interests, including whether creditors would do better in an immediate liquidation. A key assumption of the Amended Plan is that Medley Capital would receive at least $7.1 million under remaining company contracts, up to $1.3 million in profit, and up to $1.75 million from investments in subsidiaries The Debtor has not provided backup to support its assertion that such funds would be received from Sierra and others, despite repeated requests from the SEC. Moreover, the Amended Plan does not provide an adequate explanation as to why some or all of those funds would not be available to the Debtor in a Chapter 7 or an immediate liquidation under Chapter 11. See Docket No. 295-1. Indeed, if some of these funds would be available, the difference between an immediate liquidation and the extended wind-down proposed by the Debtor may be much closer than the Amended Plan suggests. The SEC has made repeated requests for financial projections and backup from counsel to the Debtor and the Committee, but has not received them. The SEC intends to file a motion for 2004 discovery, if such information is not provided promptly, and reserves all rights to supplement its Objection and to object at confirmation, including based on information provided pursuant to such requests. The SEC further reserves the right to object to the exculpation of certain officers, directors, and estate professionals relating to the contemplated post-petition transactions involving Medley Capital, as the transactions contemplated by the Amended Plan may improperly limit recovery for creditors and result in violations of fiduciary duties owed to the Debtor. A full-text copy of SEC's objection dated August 9, 2021, is available at https://bit.ly/3fQDd7t from Kurtzman Carson Consultants, LLC, the claims agent. 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. MEDLEY LLC: United States Trustee Says Plan Unconfirmable --------------------------------------------------------- Andrew R. Vara, the United States Trustee for Region 3 ("U.S. Trustee"), objects to the motion of debtor Medley LLC for an order approving adequacy of Disclosures in the Combined Disclosure Statement and Plan. The United States Trustee asserts that the Liquidation Analysis included with the Combined Plan and Disclosure Statement lacks sufficient information in a few respects: * First, the Liquidation Analysis does not clearly acknowledge that it excludes any estimate of recoveries that may be realized from causes of action, whether pursued by the Liquidating Trustee or a chapter 7 trustee. * Second, it is not clear from the Liquidation Analysis whether the Liquidating Trust Fees/Expenses During Winddown estimate of $40,000 includes fees incurred by professionals that will be retained by the Liquidating Trustee. * Finally, no explanation has been provided as to why there is no provision for recovery in a chapter 7 for investments in subsidiaries. Without waiving the right to raise further issues at confirmation, the U.S. Trustee gives notice of several problematic provisions that could ultimately make the Combined Disclosure Statement and Plan unconfirmable: * The definition of Exculpated Parties is overbroad, inconsistent with controlling case law because it is not limited to estate fiduciaries. Because the definition of Exculpated Parties is not limited to fiduciaries who have served during the chapter 11 cases, the Exculpation Provision is overbroad and the Plan cannot be confirmed as written. * The Debtor release provision contained in Article XI. C. of the Combined Plan and Disclosure Statement is overbroad and impermissible without a showing of the necessity of such releases. The enumerated factors must be separately applied to each of the entities. Absent such a showing, and appropriate findings by the Court, the plan is unconfirmable. * Article XI.E. of the Combined Disclosure Statement and Plan contains an injunction provision that violates Section 1141(d)(3)3 of the Bankruptcy Code. This section should be amended to enjoin only actions against assets to be distributed pursuant to the Combined Disclosure Statement and Plan. * Article X. A. and D. of the Combined Disclosure Statement and Plan improperly deems certain claims to be disallowed without the requirement that an objection first be filed seeking to disallow such claims. In order to be confirmable, the language in Article X. A and D. needs to be modified to comply with the requirements of the Bankruptcy Code. A full-text copy of the United States Trustee's objection dated August 9, 2021, is available at https://bit.ly/3Csx8rA from Kurtzman Carson Consultants, LLC, the claims agent. 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. MICHAEL GREENFIELD: Israeli Insolvency Case Gets U.S. Recognition ----------------------------------------------------------------- Bankruptcy Judge Honorable Shelley Chapman granted a powerful court order on Aug. 5 based on the filing of Seiden Law Group LLP in a Chapter 15 case in US Bankruptcy Court in Manhattan seeking recognition of an Israeli insolvency proceeding against Michael David Greenfield aka Michael Ben-Ari ("Greenfield"). Greenfield, who has recently been dubbed by Israeli media as "the Israeli Madoff," is under criminal investigation by the Israeli Securities Authority following an alleged 15-year long Ponzi scheme in which Greenfield, through his investment vehicle EGFE Israel Ltd., ensnared hundreds of American and Israeli victims and caused losses that may exceed $150 million. The Court Order grants broad powers to the Israeli court appointed Trustee Adv. Lior Dagan, represented in the U.S. by Seiden Law Group, to recover assets in the United States that are identified as fruits of the alleged criminal enterprise. According to the Chapter 15 filing, Greenfield moved to Israel from the U.S. thirty years ago and began to solicit investment money in Israel from investors in a "guaranteed" return investment scheme. The Chapter 15 filing explains that after being released under house arrest in Israel, Greenfield immediately absconded, reportedly using a false passport, and has concealed his current whereabouts. The case has been referred to the FBI's New York office. Seiden Law Group represents Mr. Dagan who has been appointed by the Israeli court and leads global efforts to recover the alleged stolen money. Seiden Law Group is a globally recognized law firm leader in fighting for clients to recover stolen money and aggressively resolve business disputes. If you or someone you know is a victim of this alleged Ponzi scheme or any other large-scale fraud, please contact Seiden Law Group. MICHAEL LEVINE: Seeks to Hire Brutzkus as Legal Counsel ------------------------------------------------------- Michael Levine, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Brutzkus Gubner Rozansky Seror Weber, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. Advising the Debtor with regard to the requirements of the bankruptcy court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee; b. Advising the Debtor with regard to certain rights and remedies of its bankruptcy estate and the rights, claims, and interests of creditors and equity holders; c. Representing the Debtor in any proceeding or hearing in the bankruptcy court unless it is represented in such proceeding or hearing by special counsel; d. Conducting examinations of witnesses, claimants or adverse parties and representing the Debtor in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of the firm's expertise or which is beyond its staffing capabilities; e. Preparing legal papers; f. Assisting the Debtor in obtaining bankruptcy financing; g. Representing the Debtor in litigation that Laurence Alen Freidin, a shareholder, may commence during its bankruptcy case; h. Assisting the Debtor in the negotiation, formulation, preparation and obtaining court approval of a plan of reorganization; and i. Performing other necessary legal services. The firm's hourly rates are as follows: Partners $550 to $725 per hour Of Counsels $550 to $696 per hour Associates $395 to $495 per hour Paralegals $225 to $280 per hour Law Clerks $100 per hour Brutzkus received a retainer of $50,000 from the Debtor and will receive reimbursement for out-of-pocket expenses incurred. Jessica Bagdanov, Esq., a partner at Brutzkus, 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: Steven T. Gubner, Esq. Susan K. Seflin, Esq. Jessica L. Bagdanov, Esq. Brutzkus Gubner Rozansky Seror Weber LLP 21650 Oxnard Street, Suite 500 Woodland Hills, CA 91367 Telephone: (818) 827-9000 Facsimile: (818) 827-9099 Email: sgubner@bg.law sseflin@bg.law jbagdanov@bg.law About Michael Levine Inc. Michael Levine, Inc., a Los Angeles-based company in the fabric store business, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-15683) on July 14, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Ernest M. Robles oversees the case. Brutzkus Gubner Rozansky Seror Weber, LLP is the Debtor's legal counsel. MIDTOWN CAMPUS: Creditor Sauer Says Disclosure Statement Inadequate ------------------------------------------------------------------- Creditor Sauer, Incorporated, objects to the Disclosure Statement for Chapter 11 Plan of Reorganization filed by the Debtor Midtown Campus Properties, LLC. The Disclosure Statement contains a number of factual inadequacies, as well as material missing information that should be disclosed to creditors when they are deciding whether to vote on the Plan. Sauer will address a few of those in this Objection: * The Disclosure Statement is wholly inadequate because it fails to include any valuation information with respect to the Project or the anticipated allowed claims. The simple reference in the Disclosure Statement to valuation evidence from December, 2020 in connection with DIP financing is insufficient to creditors at this time when deciding whether to vote to reject or accept the Plan. * The Debtor should be required to disclose the range of amounts that may constitute total allowed amount of U.S. Bank's Class 2 Claim so that creditors can assess what might ultimately be available, if anything, for creditors. The same applies to the expected amount of administrative expenses that the Debtor anticipates being owed and paid as part of confirmation. * Nowhere in the Disclosure Statement does the Debtor set forth any information as to the reasons why the exculpatory provision in favor of the Debtor's insiders is required in this case, something that creditors are entitled to know. This is especially true as it pertains to Sauer, one of the largest creditors in the case, which has already commenced an action in Alachua County state court against both RDG and RDG Midtown for their conduct. * The Debtor sent Sauer a letter of its intent to terminate the Debtor's contract with Sauer by letter dated June 27, 2020. The Disclosure Statement should make clear that Sauer disputes the Debtor's purported reasons for that termination, and in particular, the Debtor should disclose to creditors that it is Sauer's position that the Debtor wrongfully terminated Sauer as the General Contractor. * The Debtor should make clear whether interest on Allowed Class 3 Claims is accruing and is proposed to be paid to such holders. If interest is not going to be paid, then the holders of Class 3 Claims are, in fact, impaired for the same reason that the holders of Class 4 Claims are purportedly impaired. The Disclosure Statement should make clear what is actually being proposed. A full-text copy of Sauer's objection dated August 9, 2021, is available at https://bit.ly/3iyvZH6 from PacerMonitor.com at no charge. Attorneys for Creditor Sauer: SHAWDE & EATON, P.L. 1792 Bell Tower Lane Weston, Florida 33326 Telephone: (954) 376-3176 John D. Eaton Florida Bar No. 861367 jeaton@shawde-eaton.com -and- Callie E. Waers (pro hac vice admission) MARTIN HILD P.A. 555 Winderley Place, Suite 415 Maitland, FL 32751 Telephone: (407) 660-4488 Email: cew@martinhild.com About Midtown Campus Properties Midtown Campus Properties, LLC, is a single asset real estate that owns the Midtown Apartments. The Midtown Apartments is a 310-unit student housing apartment complex currently under construction at 104 NW 17th St in Gainesville, Florida, just across from the University of Florida. It consists of a six-story main building, a parking garage for resident and public use, and a commercial retail space. Each unit includes a full-size kitchen, carpet, tile, and hardwood floors and be fully furnished. It is located near several Midtown bars and restaurants frequented by students, and just a couple of minutes' walk from Ben Hill Griffin Stadium. Midtown Campus Properties sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 20-15173) on May 8, 2020. The Debtor was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Honorable Robert A. Mark is the presiding judge. The Debtor tapped Genovese Joblove & Battista, P.A., as bankruptcy counsel; and The Bosch Group, Inc., as construction consultants. No creditors' committee has been appointed in this case. In addition, no trustee or examiner has been appointed. MIDTOWN CAMPUS: FCCI's Joinder in Sauer's Objection to Disclosure ----------------------------------------------------------------- Creditor FCCI Insurance Company joins in Sauer, Incorporated's Objection to Disclosure Statement ("Sauer's Objection") filed by Debtor Midtown Campus Properties, LLC. For the reasons set forth in the Sauer's Objection to Disclosure Statement filed on August 9, 2021, FCCI respectfully requests that the Court deny approval of the Disclosure Statement. Sauer asserts that the Disclosure Statement contains a number of factual inadequacies, as well as material missing information that should be disclosed to creditors when they are deciding whether to vote on the Plan, and in support, states as follows: * The Disclosure Statement is wholly inadequate because it fails to include any valuation information with respect to the Project or the anticipated allowed claims. The simple reference in the Disclosure Statement to valuation evidence from December, 2020 in connection with DIP financing is insufficient to creditors at this time when deciding whether to vote to reject or accept the Plan. * The Debtor should be required to disclose the range of amounts that may constitute total allowed amount of U.S. Bank's Class 2 Claim so that creditors can assess what might ultimately be available, if anything, for creditors. The same applies to the expected amount of administrative expenses that the Debtor anticipates being owed and paid as part of confirmation. * Nowhere in the Disclosure Statement does the Debtor set forth any information as to the reasons why the exculpatory provision in favor of the Debtor's insiders is required in this case, something that creditors are entitled to know. This is especially true as it pertains to Sauer, one of the largest creditors in the case, which has already commenced an action in Alachua County state court against both RDG and RDG Midtown for their conduct. * The Debtor sent Sauer a letter of its intent to terminate the Debtor's contract with Sauer by letter dated June 27, 2020. The Disclosure Statement should make clear that Sauer disputes the Debtor's purported reasons for that termination, and in particular, the Debtor should disclose to creditors that it is Sauer's position that the Debtor wrongfully terminated Sauer as the General Contractor. * The Debtor should make clear whether interest on Allowed Class 3 Claims is accruing and is proposed to be paid to such holders. If interest is not going to be paid, then the holders of Class 3 Claims are, in fact, impaired for the same reason that the holders of Class 4 Claims are purportedly impaired. The Disclosure Statement should make clear what is actually being proposed. A full-text copy of FCCI Insurance's joinder to objection dated August 9, 2021, is available at https://bit.ly/37wNGk2 from PacerMonitor.com at no charge. Attorneys for FCCI Insurance Company: MILLS PASKERT DIVERS ALBERTA L. ADAMS Florida Bar No. 80063 aadams@mpdlegal.com 100 North Tampa St., Suite 3700 Tampa, Florida 33602 Telephone: (813) 229-3500 Facsimile: (813) 229-3502 About Midtown Campus Properties Midtown Campus Properties, LLC, is a single asset real estate that owns the Midtown Apartments. The Midtown Apartments is a 310-unit student housing apartment complex currently under construction at 104 NW 17th St in Gainesville, Florida, just across from the University of Florida. It consists of a six-story main building, a parking garage for resident and public use, and a commercial retail space. Each unit includes a full-size kitchen, carpet, tile, and hardwood floors and be fully furnished. It is located near several Midtown bars and restaurants frequented by students, and just a couple of minutes' walk from Ben Hill Griffin Stadium. Midtown Campus Properties sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 20-15173) on May 8, 2020. The Debtor was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Honorable Robert A. Mark is the presiding judge. The Debtor tapped Genovese Joblove & Battista, P.A., as bankruptcy counsel; and The Bosch Group, Inc., as construction consultants. No creditors' committee has been appointed in this case. In addition, no trustee or examiner has been appointed. MIDTOWN CAMPUS: U.S. Bank Says Plan Patently Unconfirmable ---------------------------------------------------------- U.S. BANK, as Indenture Trustee, objects to the Disclosure Statement for Chapter 11 Plan of Reorganization Proposed by Midtown Campus Properties, LLC. According to U.S. Bank, the Debtor filed a placeholder Plan accompanied by an incomplete Disclosure Statement, missing the most fundamental information a creditor requires, and would want to know, to evaluate and vote on the Plan. U.S. Bank says most notably, the Disclosure Statement contains no more than a few sentences about the proposed Sale, which is the cornerstone of the Plan and essential to its feasibility. The Trustee has identified the following issues with the Disclosure Statement: * It lacks critical information concerning the timing and structure of the sale process central to the Plan, including any selection of a stalking horse bidder or timing of a sale. * It does not disclose how the failure to timely complete the Project within the milestones promised at the December 2020 hearing affects and invalidates the Prospective Value Upon Completion as of April 1, 2021 of $94,400,00 (which has not occurred) and the Prospective Value Upon Stabilization of April 2022 (which cannot occur since the Project is unfinished and less than 68% leased). Indeed, all the assumptions upon which the appraisal was based were wrong and there is no existing valuation that supports the Debtor's contentions in the Disclosure Statement. * It fails to provide any bases for the statement that the Debtor believes the Sale will generate sufficient funds to pay all Allowed Administrative Claims, Allowed Priority Tax Claims, the DIP Loans and Allowed Claims in Classes 1, 2, 3, and 4 under the Plan, and return monies to the holders of the Equity Interests the Debtor Disclosure Statement at Article I(B). * It does not provide any information as to the amount of accrued administrative claims, such that no feasibility determination on the Plan can be made, nor does it disclose a range of claim amounts for the Classes of claims. * It does not explain the Trustee's statutory right to credit bid the full amount of its Claim under § 363(k) of the Bankruptcy Code. * It is does not make clear that the Debtor will move forward with a Sale if proceeds are insufficient to pay Class 5 holders of Equity Interests. * It omits any discussion of the at least $100,000 of priming DIP funds improperly diverted to the Debtor's insiders in violation of the Cash Collateral Order or how the Debtor plans to address this violation. * It describes a Plan that is patently unconfirmable on its face because the Plan impairs Class 2 by not satisfying the Trustee's claim in full and otherwise altering the Trustee's legal, contractual and/or equitable rights in violation of section 1124(1) of the Bankruptcy Code. A full-text copy of the U.S. Bank's objection dated August 9, 2021, is available at https://bit.ly/3Cz3alI from PacerMonitor.com at no charge. Attorneys for U.S. Bank: J. Ellsworth Summers, Jr. Florida Bar No. 0015769 E-mail: ESummers@burr.com BURR & FORMAN LLP 50 North Laura Street, Suite 3000 Jacksonville, Florida 32202 Phone: (904) 232-7200 Fax: (904) 232-7201 Beth M. Brownstein New York Bar No. 4753638 E-mail: beth.brownstein@arentfox.com Mark A. Angelov New York Bar No. 4545182 E-mail: mark.angelov@arentfox.com ARENT FOX LLP 1301 Avenue of the Americas, Floor 42 New York, NY 10019 Phone: (212) 457-5415 Fax: (212) 484-3990 About Midtown Campus Properties Midtown Campus Properties, LLC, is a single asset real estate that owns the Midtown Apartments. The Midtown Apartments is a 310-unit student housing apartment complex currently under construction at 104 NW 17th St in Gainesville, Florida, just across from the University of Florida. It consists of a six-story main building, a parking garage for resident and public use, and a commercial retail space. Each unit includes a full-size kitchen, carpet, tile, and hardwood floors and be fully furnished. It is located near several Midtown bars and restaurants frequented by students, and just a couple of minutes' walk from Ben Hill Griffin Stadium. Midtown Campus Properties sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 20-15173) on May 8, 2020. The Debtor was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Honorable Robert A. Mark is the presiding judge. The Debtor tapped Genovese Joblove & Battista, P.A., as bankruptcy counsel; and The Bosch Group, Inc., as construction consultants. No creditors' committee has been appointed in this case. In addition, no trustee or examiner has been appointed. MIDTOWN DEVELOPMENT: May Use MidWestOne Bank's Cash Thru Oct. 31 ---------------------------------------------------------------- Judge Thad J. Collins of the U.S. Bankruptcy Court for the Northern District of Iowa approved a stipulation and consent order with respect to the agreement between Midtown Development, LLC and MidWestOne Bank on the Debtor's use of the cash collateral. The Debtor is an Iowa limited liability company engaged in the ownership and leasing of real estate, in particular developing and restoring historic buildings for commercial and residential use. The parties have agreed that: a. the Debtor may use Cash Collateral on an interim basis from the Petition Date through and including October 31, 2021 to pay for the ordinary and necessary postpetition expenses incurred in the ordinary course of the Debtor's business, pursuant to the budget; b. the Debtor will pay the Bank $16,250 monthly from June through October 2021, as adequate protection for Bank's interest in the Cash Collateral and in consideration for the Debtor's continued use of the Cash Collateral. Said payments will be due on the 10th day of each month during the term of the current stipulation except for the June and July payments, which will be made as soon as the stipulation is approved if such approval is given prior to August 10, 2021. The Bank, however, does not agree that the payments, as provided, adequately protect its interest in the Cash Collateral. c. the Debtor grants the Bank a replacement lien on all of the Debtor's property acquired after the Petition Date. Such lien shall be a first position, perfected security interest in all postpetition operating assets. The monthly budgets for August, September and October 2021 provided for these disbursements: Cash Disbursements August September October ------------- ------- --------- ------- Operating $97,382 $95,855 $92,462 Others $16,250 $91,673 $16,250 A copy of the budget is available for free at https://bit.ly/3s0soVv from PacerMonitor.com. The Debtor owed the Bank (a) $4,513,656 in original principal amount under a Promissory Note dated August 6, 2013 (Note 915); and (b) $125,000 in original principal amount under a Promissory Note dated March 23, 2018 (Note 378). As of the Petition Date, principal plus interest and fees owed to the Bank aggregate (a) $4,318,742 under Note 915; and (b) $121,034 under Note 378. The Debtor's obligations to Bank under the Notes are secured by two Commercial Security Agreements, two Mortgages, and a standalone Assignment of Rents. The Bank's interest in cash collateral is perfected by UCC-1 Financing Statement, and the Assignment of Rents was also duly recorded. The US Small Business Administration is a secured creditor of the Debtor by virtue of two mortgages. The Debtor, however, does not find a UCC-1 Financing Statement filed by the SBA with the Iowa Secretary of State. The Debtor, therefore, asserts that the SBA does not have a valid, perfected security interest in the Debtor's cash collateral and is not entitled to any adequate protection for the use of cash collateral. A copy of the order is available for free at https://bit.ly/3ArGMsy from PacerMonitor.com. Counsel for MidWestOne Bank: Chris Wendland, Esq. Clark, Butler, Walsh & Hamann 315 E. 5th Street, Suite 200 Waterloo, IA 50703 Telephone: 319-234-5701 Facsimile: 319-232-9579 Email: chris.wendland@cbwhlaw.com - and - Jacob B. Sellers, Esq. Greenstein Sellers PLLC 825 Nicollet Mall, Suite 1648 Minneapolis, MN 55402 Telephone: 612-345-7492 Facsimile: 612-465-4025 Email: jacob@greensteinsellers.com About Midtown Development Midtown Development, LLC, a real estate developer in Iowa, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 21-00478) on May 25, 2021. In the petition signed by Donna L. Nelson, managing member, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Thad J. Collins oversees the case. The Debtor tapped Day Rettig Martin, PC as legal counsel, BerganKDV as accountant, and Moglia Advisors as financial advisor. Clark, Butler, Walsh & Hamann and Greenstein Sellers PLLC represent MidWestOne Bank, secured creditor. MODIVCARE INC: S&P Rates New $400MM Senior Unsecured Notes 'B+' --------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '4' recovery rating to Denver-based health care services company ModivCare Inc.'s proposed $400 million senior unsecured notes due 2029 to partially fund the acquisitions of CareFinders Total Care LLC ($340 million) and VRI Intermediate Holdings LLC ($315 million). Additionally, the company plans to use cash on hand and proceeds from the revolving credit facility. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 35%) recovery in event of a payment default. S&P's 'B+' long-term issuer credit rating and negative outlook on ModivCare are unchanged. MPH ACQUISITION: Moody's Rates New Secured Credit Facilities 'Ba3' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to MPH Acquisition Holdings LLC's ("Multiplan") proposed new $1.6 billion senior secured Term Loan B due 2028 and proposed new $450 million senior secured revolving credit facility. There are no changes to Multiplan's existing ratings including the B2 Corporate Family Rating, the B2-PD Probability of Default Rating, and the SGL-1 Speculative Grade Liquidity rating. The outlook remains stable. Proceeds of the offering will be used to refinance part of Multiplan's $2.3 billion First Lien Term Loan. Moody's understands that Multiplan will issue further secured indebtedness in the near future. Moody's expects that the proposed refinancing will be leverage neutral. While the proposed refinancing will result in a small increase in interest expense, the new facility will extend the tenor of Multiplan's senior secured credit facility by 5 years, which is a credit positive. Ratings assigned: Issuer: MPH Acquisition Holdings LLC Senior Secured First Lien Term Loan expiring 2028, Assigned Ba3 (LGD2) Senior Secured First Lien Revolving Credit Facility expiring 2026, Assigned Ba3 (LGD2) RATINGS RATIONALE The B2 CFR reflects Multiplan's high financial leverage with debt/EBITDA of around 6 .7x in the last twelve months to June 30, 2021 and the company's very high customer concentration, with around half of its revenue from two customers. The B2 is also constrained by the company's track record of aggressive financial policies including numerous debt-funded shareholder distributions, which has however moderated under public ownership. Multiplan's rating is supported by the company's strong market position in the preferred provider organization (PPO) industry, robust operating margins, and solid free cash flow. The company also benefits from high barriers to entry in the PPO industry and switching costs for its analytics business. Moody's believes that the analytics and payment integrity businesses have good growth prospects going forward though there are some near term revenue challenges due to the impact of the coronavirus outbreak. Moody's expects earnings growth in 2022 together with positive free cash flow to support deleveraging. The updated capital structure rated Ba3 is two notches above the B2 CFR reflects its senior position to the unsecured notes issued by MPH Acquisition Holdings and the $1.3 billion convertible notes issued by holding company Polaris Intermediate Corp. The Speculative Grade Liquidity Rating of SGL-1 reflects the company's very good liquidity, as Moody's expects Multiplan will generate ample positive free cash flow in 2021 and 2022. Further, liquidity is supported by access to a $450 million revolving credit facility expiring in 2026, which Moody's expects will remain largely undrawn, and no near-term debt maturities. The company had cash of $148 million at June 30, 2021. The stable outlook reflects Moody's expectation that the company will improve leverage primarily through earnings growth. Specifically, Moody's expects adjusted debt/EBITDA to remain between 5.5-6.0x over the next 12-18 months. The proposed first lien term loan is expected to have no financial maintenance covenants while the proposed revolving credit facility will contain a springing maximum first lien net leverage ratio of 6.75:1.00 that will be tested when the revolver is more than 35% drawn. In addition, the first lien credit facility contains incremental facility capacity up to the sum of the greater of $720 million and 100.0% of EBITDA, plus unused amounts available under the general debt basket, plus unlimited amounts so long as the first lien net leverage ratio does not exceed 5.00x, or so long as leverage does not increase if incurred in connection with a Permitted Acquisition. Debt up to the greater of $720 million and 100.0% of EBITDA may be incurred with an earlier maturity than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. Multiplan has material exposure to social and regulatory risks, including legislation to curb surprise medical bills as well as proposals to adopt a single-payer that Moody's consider a long-term risk. Similarly, there is a risk that over time more health providers opt to be in-network, which will reduce the size of the business opportunity for Multiplan's analytics business, which reprices out-of-network bills. A resurgence of the coronavirus pandemic and social distancing measures will have a negative impact on Multiplan's revenue generation as patients will delay medical appointments and elective procedures. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be upgraded if the company demonstrates less aggressive financial policies and Moody's expects debt to EBITDA to be sustained below 5.5x. Furthermore, an upgrade would require the company to maintain free cash flow to debt above 10%. The ratings could be downgraded if operating performance weakens, liquidity deteriorates, or if debt to EBITDA is sustained above 6.5x. Any material customer losses or pricing pressure could also result in a downgrade. Multiplan operates in the healthcare benefits field as a provider of healthcare cost management solutions. Through its Network-Based Solutions (29% of 2020 revenue), Multiplan is one of the largest independent PPOs, providing networks of contracted healthcare providers for health plans to use. It also operates two other segments: Analytics Solutions (60%) and Payment Integrity Solutions (11%). For the analytics business, Multiplan uses data and technology to determine a fair price for out of network claims. The company delivers savings to payors through contracted discounts with its providers. Multiplan then applies that price to the claim or uses the information to negotiate the claim. Over 90% of the company's revenues are generated as a percentage of savings realized by their payor customers. Multiplan is a public company and its largest shareholder is Hellman & Friedman. Multiplan generates roughly $1 billion in revenue. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. MULTIPLAN CORP: S&P Assigns 'B+' Rating on $450MM First-Lien Debt ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue rating and '3' recovery rating to MultiPlan Corp. subsidiary MPH Acquisition Holdings LLC's $450 million first-lien revolver due 2026 and $1.6 billion first-lien term loan due 2028. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. MultiPlan plans to use the debt proceeds, along with a $775 million secured debt issuance (pari passu with the revolver and term loan), to repay $2.341 billion outstanding of its first-lien term loan due 2023. The transactions will be leverage neutral. As of June 30, 2021, MultiPlan's leverage was 6.5x. The ratings on MultiPlan Corp. and MPH Acquisition Holdings LLC are unaffected by the proposed financing. S&P's 'B+' long-term issuer credit ratings on MultiPlan reflect its well-established market position as a leading cost containment provider for the health insurance industry, and highly leveraged financial risk profile, with projected leverage of 6x-6.5x and EBITDA interest coverage of 2.75x-3.25x in 2021-2022. In the company's recent earnings report, it raised its revenue and earnings outlook for 2021 on better-than-expected organic growth from improving claims volumes and the impact of two acquisitions (Discovery Health Partners and HSTechnology Solutions Inc.) S&P expects MultiPlan will report revenue of at least $1.085 billion and adjusted EBITDA of $800 million to $820 million in 2021. COVID-19 continues to have a negative impact on MultiPlan's revenue. The company said that its non-COVID-19 claims recovered to about 90% of the pre-pandemic level during the second quarter of 2021. However, a change in claims mix (less higher acuity claims) has led to a decrease in average claim charges. S&P believes increased COVID-19 incidence (due to variants) could dampen revenue for the rest of 2021, though likely not to the degree in 2020 (when revenue declined by 4.6% overall). MultiPlan's recent senior management changes were unexpected, but the company has laid out an orderly transition plan. S&P expects no major change to MultiPlan's long-term growth strategy, which revolves around expanding and diversifying the business. Long-time CEO Mark Tabak will be succeeded by Dale White, who has been with the company since 2004. Mr. White will become CEO in early 2022 and Mr. Tabak will stay on as chairman of the board. Additionally, MultiPlan will be searching for a new CFO following the announcement that Executive Vice President and CFO David Redmond will retire at the end of the year. In addition to these senior leadership changes, MultiPlan has bolstered its overall management team during the past several months. MultiPlan's key credit strengths are its: -- Market position as a leading independent preferred provider organization (PPO) in the U.S., -- Strong EBITDA margins (though lower prospectively at 73%-74% in 2021-2022 compared with 75%-78% historically), -- Good client retention (with 25+ year relationships with several top clients), and -- Proprietary technology and data analysis capabilities, which are key barriers to entry. It has a good track record of diversifying its products and services to meet its clients' needs. For the first half of 2021, MultiPlan's revenue breakout by segment was network services (26.6%), analytics-based services (61.7%), and payment and revenue integrity services (11.6%). MultiPlan's key near-term business risks are COVID-19-related. Medical utilization may not increase further or may remain below pre-pandemic levels for a sustained period. Moreover, COVID-19's economic impact may cause MultiPlan's clients to lose commercial membership (or struggle to regain membership), which would hurt revenue. Although MultiPlan is growing its Medicare/Medicaid business (part of its new growth strategy), the bulk of its business is still tied to commercial membership. The company's other key risks include its high client concentrations (its top two clients made up 35% and 25% of revenue, respectively, in 2020), steady competition from regional PPOs and a diverse group of health care services providers, and growth and execution risks tied to its entrance into new/adjacent businesses. Moreover, the federal "surprise billing" reform law (called the No Surprises Act) is a developing risk. The regulations have yet to be finalized but will change the manner in which payors and providers determine their initial payment amount and negotiate payments through arbitration. MultiPlan is still assessing how it will need to adapt its products and services under the new regulatory framework. NB TAYLOR BEND: Apartment Owner Files for Chapter 11 Bankruptcy --------------------------------------------------------------- Maya Martin of Oxford Eagle reports that Nelson Brothers Taylor Bend 2, LLC, filed Chapter 11 bankruptcy through the Mississippi Northern Bankruptcy Court Wednesday, the same day its property was scheduled for public auction due to foreclosure. Residents at the 80-unit complex have raised concerns recently about utility service interruptions and issues with management due to financial concerns with the property owners. The bankruptcy case was filed by the company's attorney Craig Geno at 10:43 a.m. — just 33 minutes before property trustee and lawyer John D. Mayo took to the Lafayette County Chancery Court steps to auction the property. Mayo, who said later he had no knowledge of the filing at the time, opened the auction with a bid of $7.6 million from North American Savings Bank, which held the mortgage on the Taylor Bend apartment complex. The sale quickly closed with no bidders on the property. Since the property owners filed for bankruptcy prior to the sale, the auction was annulled and the sale did not go through. Although a more expensive alternative to filing Chapter 7 bankruptcy, filing Chapter 11 bankruptcy allows the organization to reorganize, pay off debts and investors and become a profitable organization. The bankruptcy filing does little to ease concerns among complex residents, whose water and internet services were disconnected by utility providers in July 2021 due to lack of payment by the complex owners. Although water service has been restored, residents have told city officials they are dealing with a litany of ongoing management issues, including broken air conditioning units, moldy washing machines, low-quality water and uncut grass. Many are worried about what to do with the money they've deposited into the complex's resident portal for upcoming leases, particularly if the owners are filing for bankruptcy. "I personally feel for [the Taylor Bend apartment residents], but it’s in the hands of the bankruptcy court now," said Mayo. Geno could not be reached for comment this afternoon, August 4, 2021. About Nelson Brothers Taylor Bend 2 Nelson Brothers Taylor Bend 2, LLC, is the owner of the 80-unit Taylor Bend apartments in Oxford, Mississippi. NB Taylor Bend 2, LLC, sought Chapter 11 protection (Bankr. N.D. Miss Case No. 21-11468) on August 4, 2021. In the petition signed by Patrick Nelson, as manager, Nelson Brothers estimated assets of between $10 million and $50 million and estimated liabilities between $10 million and $50 million. Craig M. Geno, Esq., of LAW OFFICES OF CRAIG M. GENO, PLLC, is the Debtor's counsel. NEELAM INC: Seeks to Hire Julio E. Portilla P.C. as Legal Counsel ----------------------------------------------------------------- Neelam, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ the Law Office of Julio E. Portilla, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: a. giving advice to the Debtor with respect to its powers and duties in the continued management of its properties; b. negotiating with creditors of the Debtor in working out a plan and taking necessary legal steps in order to confirm the plan; c. preparing legal papers; d. appearing at judicial proceedings to protect the interest of the Debtor and representing the Debtor in all matters pending in the Chapter 11 proceeding; and e. assisting the Debtor in protecting and preserving the estate during the pendency of its case, including the prosecution and defense of actions and claims arising from or related to the Debtor and its estate; and f. perform all other necessary legal services. The Law Office of Julio E. Portilla will be paid at the rate of $400 per hour and reimbursed for out-of-pocket expenses incurred. The firm received the amount of $8,238 from the Debtor prior to the Chapter 11 filing. Narissa Joseph, Esq., at the Law Office of Julio E. Portilla, 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: Narissa A. Joseph, Esq. Law Office of Julio E. Portilla, P.C. 555 Fifth Avenue, 17th Floor New York, NY 10017 Tel: (212) 365-0292 Fax: (212) 365-4417 About Neelam Inc. Burleson, Texas-based Neelam, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 21-14967) on June 17, 2021. Judge Michael B. Kaplan oversees the case. The Law Office of Julio E. Portilla, P.C. serves as the Debtor's legal counsel. NINE ENERGY: Incurs $24.5 Million Net Loss in Second Quarter ------------------------------------------------------------ Nine Energy Service, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $24.53 million on $84.83 million of revenues for the three months ended June 30, 2021, compared to a net loss of $24.17 million on $52.74 million 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 $32.78 million on $151.46 million of revenues compared to a net loss of $325.07 million on $199.36 million of revenues for the six months ended June 30, 2020. As of June 30, 2021, the Company had $394.64 million in total assets, $404.37 million in total liabilities, and a total stockholders' deficit of $9.73 million. "Q2 revenue was mostly in-line with what we anticipated, falling in the upper range of Management's original guidance due mostly to stronger activity levels across all of our service lines," said Ann Fox, president and chief executive officer, Nine Energy Service. "During the quarter, we wrote-down $2.4 million of tools inventory as we replace legacy tools and transition customers to our newest technology, which negatively impacted our operating results, including adjusted EBITDA." "We saw moderate activity increases throughout the quarter, with June being one of our strongest months from a revenue perspective since Q1 2020. Activity in the gassy regions, specifically the Haynesville and Northeast remained steady, with most of the activity growth coming out of the Permian. Pricing remains depressed, but we have begun implementing net price increases within our cementing and coiled tubing service lines. We continue to navigate cost inflation and finding and retaining qualified labor is our largest challenge today." "Our dissolvable plug continues to perform very well. This quarter, we increased the total number of Dissolvable Stingers sold by over 40% quarter over quarter, while EIA reported US completions increased by only 19%. The efficiency and ESG benefits of dissolvable plugs continue to be better understood by our customers, helping to drive adoption." "Despite very supportive oil prices, our public customers remain committed to capital discipline, and because of this, we anticipate only moderate activity increases for the remainder of 2021. We still expect Q3 will be better than Q2 with double-digit sequential revenue increases." During the second quarter of 2021, the Company reported net cash used in operating activities of $(19.6) million, compared to $(5.2) million for the first quarter of 2021. Capital expenditures totaled $0.9 million during the second quarter of 2021 bringing the total spent year-to-date as of June 30, 2021 to $2.8 million. As of June 30, 2021, Nine's cash and cash equivalents were $33.1 million, and the Company had $52.3 million of availability under the revolving credit facility, which remains undrawn, resulting in a total liquidity position of $85.4 million as of June 30, 2021. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1532286/000153228621000014/nine-20210630.htm About Nine Energy Service Nine Energy Service, Inc. is an oilfield services company that offers completion solutions within North America and abroad. The Company brings years of experience with a deep commitment to serving clients with smarter, customized solutions and resources that drive efficiencies. Serving the global oil and gas industry, Nine continues to differentiate itself through superior service quality, wellsite execution and cutting-edge technology. Nine is headquartered in Houston, Texas with operating facilities in the Permian, Eagle Ford, SCOOP/STACK, Niobrara, Barnett, Bakken, Marcellus, Utica and throughout Canada. Nine Energy reported a net loss of $378.95 million for the year ended Dec. 31, 2020, compared to a net loss of $217.75 million for the year ended Dec. 31, 2019. * * * In May 2021, Moody's Investors Service retained Nine Energy's ratings, including its Caa3 Corporate Family Rating (CFR). Nine's Caa3 CFR and negative outlook reflects Moody's view that the company has an untenable capital structure given the still high debt burden despite bond repurchases. As reported by the TCR on Nov. 23, 2020, S&P Global Ratings raised its issuer credit rating on U.S.-based oil field services provider Nine Energy Service Inc. to 'CCC' from 'SD', reflecting its assessment of the company's credit risk following debt repurchases. NN INC: Incurs $5.4 Million Net Loss in Second Quarter ------------------------------------------------------ NN, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $5.39 million on $123.16 million of net sales for the three months ended June 30, 2021, compared to a net loss of $21.75 million on $78.53 million of net sales for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $10.30 million on $249.96 million of net sales compared to a net loss of $269.94 million on $194.75 million of net sales for the same period during the prior year. As of June 30, 2021, the Company had $613.58 million in total assets, $332.16 million in total liabilities, $49.07 million in series D perpetual preferred stock, and $232.36 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/918541/000091854121000028/nnbr-20210630.htm About NN Inc. NN, Inc. -- www.nninc.com -- is a global diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies primarily for the electrical, automotive, general industrial, aerospace and defense, and medical markets. The Company has 32 facilities in North America, Europe, South America, and China. NN, Inc. reported a net loss of $100.59 million for the year ended Dec. 31, 2020, compared to a net loss of $46.74 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $622.32 million in total assets, $340.70 million in total liabilities, $46.86 million in Series D perpetual preferred stock, and $234.75 million in total stockholders' equity. NRG ENERGY: S&P Rates New $1.1BB Senior Unsecured Notes 'BB+' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '4' recovery rating to NRG Energy Inc.'s proposed $1.1 billion senior unsecured notes due 2032. The '4' recovery rating indicates its expectation for meaningful (30%-50%; rounded estimate: 35%) recovery in the event of a default. The company intends to use the net proceeds from these notes, and cash on hand, to retire $1 billion of its outstanding debt maturing in 2026 and about $330 million of its outstanding debt maturing in 2027. As of June 30, 2021, NRG had about $8.8 billion of on-balance sheet recourse debt. While the company is targeting net debt to EBITDA of 2.75x (net of its $650 million of surplus cash and debt reduction this year), S&P also imputes over $1 billion of debt pertaining to its unfunded pensions, operating leases, and asset retirement obligations. S&P's 'BB+' issuer credit rating on NRG is based on its satisfactory assessment of its business risk profile and its significant assessment of its financial risk profile. The company is a publicly traded and diversified independent power producer that operates in the retail and wholesale markets in several U.S. states. NXT ENERGY: To Release Second Quarter Results on Aug. 12 -------------------------------------------------------- NXT Energy Solutions Inc. will release its second quarter 2021 financial and operating results for the quarter ended June 30, 2021, on Thursday, Aug. 12, 2021 after market close. A conference call to discuss the second quarter 2021 results will be held on Monday, Aug. 16, 2021 at 4:30 p.m. Eastern Time (2:30 p.m. Mountain Time). Details of the conference call are as follows: Date: Monday, August 16, 2021 Time: 4:30 p.m. Eastern Time (2:30 p.m. Mountain Time) Participants call: 1-855-783-0506 Conference ID: 6992038 NXT's second quarter 2021 financial and operating results will be filed in Canada on SEDAR at www.sedar.com and will be available in the USA on EDGAR at www.sec.gov/edgar. The financial and operating results will also available on NXT's website at www.nxtenergy.com. About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions Inc. provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy reported a net loss and comprehensive loss of C$5.99 million for the year ended Dec. 31, 2020. As of Dec. 31, 2020, the Company had C$24.01 million in total assets, C$3.26 million in total liabilities, and C$20.75 million in shareholders' equity. Calgary, Canada-based KPMG LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company's current and forecasted cash and cash equivalents and short-term investments position is not expected to be sufficient to meet its obligations that raises substantial doubt about its ability to continue as a going concern. ONDAS HOLDINGS: Completes Acquisition of American Robotics ---------------------------------------------------------- Ondas Holdings Inc. has completed the acquisition of American Robotics, Inc., a developer of highly automated commercial drone systems and the first company approved by the FAA to operate its drones beyond-visual-line-of-sight without a human operator on-site. The combination of the two companies will enable Ondas Networks and American Robotics to provide users in rail, agriculture, utilities and critical infrastructure markets with improved connectivity and data collection capabilities. Ondas received overwhelming support from its shareholders with approximately 99.7 percent of the votes cast supporting the acquisition. American Robotics brings together best-in-class IP, a Robot-as-a-Service business model, and its historic FAA approvals to deliver an industrial drone service capable of unlocking the $100 billion commercial drone market. Unlike other drone technology, American Robotics' Scout System provides an unmatched level of autonomy, safety, and analytics with its industrial-grade design and advanced, AI-powered software. The Scout System is the ultimate data gathering and processing solution at the edge of industrial field area networks which can be integrated into a mission-critical wireless network powered by Ondas' FullMAX technology. American Robotics' highly automated drones are capable of conducting up to 20 automated flights per day without having a single pilot or visual observer on the ground. In April 2021, Ondas advanced American Robotics a $2 million loan in order to begin scaling their customer support and sales organization, leveraging their recent first-of-a-kind FAA approval for automated drones. These efforts have already begun to show success. On July 8, 2021, Stockpile Reports, a data solutions provider to the bulk materials industry serving over 300 companies in 48 countries, selected the Scout System to build out its automated drone program. The bulk materials industry is a large industrial market with more than 10,000 sand and gravel mines and more than 3,000 ready mix and asphalt plants in the U.S. alone. Then, on July 14, 2021, American Robotics announced that it received a purchase order from a Fortune 100 oil and gas company for the Scout System enabling American Robotics to expand into its next major industrial market. The oil & gas industry represents a new major market for American Robotics with more than 90,000 oil and gas wells currently in the U.S. and over 500,000 miles of pipeline that require constant monitoring and inspection. "We are thrilled to have the American Robotics' team join us in supporting Ondas' next phase of growth," said Eric Brock, Chairman and CEO of Ondas. "The acquisition is especially timely pending legislation under consideration by Congress to significantly improve the nation's infrastructure. American Robotics, with its best-in-class industrial drone platform and first-of-its-kind FAA approvals, is positioned to open the burgeoning market for industrial drones. We have already begun investing to help build and scale the American Robotics team and customer support and field capabilities. Ondas brings deep industrial technology expertise and growth capital to help accelerate Scout System adoption. We intend to build a powerful, market-leading industrial drone business providing highly-valued critical data solutions to our industrial customers and ecosystem partners." "Our focus on bringing robotics out of the lab and into real world applications is at the heart of everything we do at America Robotics," said Reese Mozer, CEO and co-founder of American Robotics. "Together with Ondas, we will further accelerate the adoption of drones for commercial and industrial applications by connecting with Ondas' customers and ecosystem partners in critical infrastructure markets. The entire American Robotics team is excited to continue working hard to advance the commercial drone market and bring real benefits to users in need of improved data collection." Mr. Brock concluded, "In the six months since receiving its FAA approvals, American Robotics has increased business development activity in key industrial sectors by 80 percent. Ondas will support this continued growth through the continued advancement and development of American Robotics' technology. Also, this acquisition will enable American Robotics to access Ondas' industrial customers and worldwide distribution partners." Akerman LLP served as legal counsel for Ondas, and Hogan Lovells acted as legal counsel for American Robotics. About Ondas Holdings Inc. Ondas Holdings Inc., through its wholly owned subsidiary, Ondas Networks Inc., is a developer of proprietary, software-based wireless broadband technology for large established and emerging industrial markets. The Company's standards-based, multi-patented, software-defined radio FullMAX platform enables Mission-Critical IoT (MC-IoT) applications by overcoming the bandwidth limitations of today's legacy private licensed wireless networks. Ondas Networks' customer end markets include railroads, utilities, oil and gas, transportation, aviation (including drone operators) and government entities whose demands span a wide range of mission critical applications. These markets require reliable, secure broadband communications over large and diverse geographical areas, many of which are within challenging radio frequency environments. Customers use the Company's FullMAX technology to deploy their ownprivate licensed broadband wireless networks. The Company also offers mission-critical entities the option of a managed network service. Ondas Networks' FullMAX technology supports IEEE 802.16s, the new worldwide standard for private licensed wide area industrial networks. For additional information, visit www.ondas.com. Ondas Holdings reported a net loss of $13.48 million for the year ended Dec. 31, 2020, compared to a net loss of $19.39 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $26.95 million in total assets, $12.24 million in total liabilities, and $14.71 million in total stockholders' equity. OPTION CARE: Closes Underwritten Offering of 20.7 Million Shares ---------------------------------------------------------------- Option Care Health, Inc. had entered into an underwriting agreement with Goldman Sachs & Co. LLC and HC Group Holdings I, LLC relating to an underwritten public offering of 20,700,000 shares of the company's common stock, par value $0.0001 per share, sold by HC Group at a price to the public of $20.25 per share. The securities include 2,700,000 shares sold by HC Group in connection with Goldman's full exercise of its option to purchase additional shares. The offering closed on Aug. 5, 2021. The securities were sold pursuant to a registration statement on Form S-3 (File No. 333-239504) that was filed by Option Care Health with the Securities and Exchange Commission on June 26, 2020 and became effective on July 8, 2020, a prospectus included in the Registration Statement and a prospectus supplement, dated Aug. 3, 2021 and filed with the Commission on Aug. 5, 2021. Option Care Health will not receive any of the proceeds from the sale of the securities by HC Group. The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of Option Care Health, HC Group and Goldman, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. In addition, pursuant to the terms of the Underwriting Agreement, (i) Option Care Health's executive officers and certain of the company's directors affiliated with HC Group have entered into "lock-up" agreements with Goldman, which generally prohibit the sale, transfer or other disposition of securities of Option Care Health for a 60-day period, subject to certain exceptions, and (ii) HC Group has entered into substantially the same "lock-up" agreement with Goldman, which generally prohibits the sale, transfer or other disposition of securities for a 60-day period, subject to certain exceptions. About Option Care Health Option Care Health -- OptionCareHealth.com -- is an independent provider of home and alternate site infusion services. With over 5,000 teammates, including approximately 2,900 clinicians, the Comopany works to elevate standards of care for patients with acute and chronic conditions in all 50 states. Option Care reported a net loss of $8.07 million for the year ended Dec. 31, 2020, compared to a net loss of $75.92 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $2.72 billion in total assets, $1.66 billion in total liabilities, and $1.06 billion in total stockholders' equity. PETROTEQ ENERGY: Ontario Securities Commission Issues CTO --------------------------------------------------------- Petroteq Energy Inc. reported that, in lieu of the management ‎cease trade order that the Company had applied for, it has been issued a Cease Trade Order by the Ontario Securities Commission as a result of its failure to file its quarterly report on Form 10-Q (and related certifications) for the period ended May 31, 2021 on or before July 30, 2021, as required under Canadian National Instrument 51-102 - Continuous Disclosure Obligations, as previously disclosed. Reference is made to the Company's news release dated July 16, 2021 and its current report on Form 8-K filed with the United States Securities and Exchange Commission on July 16, 2021. The Company currently believes that the liability represented by the secured promissory note issued to Redline Capital Management S.A. on Dec. 27, 2018, in the principal amount of US$6,000,000, should be classified as a contingent liability based on legal counsel's preliminary assessment that the note is not valid and is unenforceable. The Company has instructed legal counsel to prepare a formal legal opinion upon which the Company will rely to make its final determination in this regard. The Company intends to file restatements of its Periodic Financial Statements (as defined in the Company's news release and Form 8-K of July 16, 2021), and to amend and restate other disclosure in the affected periodic reports as appropriate. Once the Periodic Financial Statements are refiled, and its quarterly report on Form 10-Q (and related certifications) for the period ended May 31, 2021 is filed, the CTO should automatically be lifted. Investors who hold restricted securities of the Company are reminded that the resale safe harbor provided by Rule 144 under the United States Securities Act of 1933, as amended, remains unavailable while the Form 10-Q remains outstanding. The Company continues to operate normally and is working diligently with the auditors, Hay & Watson, to be in a position to file its Documents as soon as practicable. As it was previously announced the Company intends to file updated financial statement on or before August 13, 2021. Dr. R.G. Bailey, chief executive officer, commented, "I have been with the Company for many years and throughout my vast experience in the industry, I have seen bumps on the road to success with small companies. I believe that our Company will overcome this event and we will continuously strive to deploy our proprietary eco-friendly technology while doing utmost to enhance our shareholders value". Despite the CTO, a beneficial security holder of the Company who is not, and was not at the date of the CTO, an insider or control person of the Company, may sell securities of the Company acquired before the date of the CTO if (i) the sale is made through a "foreign organized regulated market", as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada ("UMIR"), and (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation. The OTC Pink Market does not qualify as a "foreign organized regulated market" under UMIR. Holders of Petroteq securities are urged to consult with their own investment advisors or legal counsel about the implications of the CTO. A copy of the CTO has been posted on the website of the Canadian Securities Administrators at cto-iov.csa-acvm.ca. About Petroteq Energy Inc. Petroteq Energy Inc. -- www.Petroteq.energy -- is a clean technology company focused on the development, implementation and licensing of a patented, environmentally safe and sustainable technology for the extraction and reclamation of heavy oil and bitumen from oil sands and mineable oil deposits. Petroteq is currently focused on developing its oil sands resources at Asphalt Ridge and upgrading production capacity at its heavy oil extraction facility located near Vernal, Utah. Petroteq reported a net loss and comprehensive loss of $12.38 million for the year ended Aug. 30, 2020, compared to a net loss and comprehensive loss of $15.78 million for the year ended Aug. 31, 2019. Vancouver, British Columbia, Canada-based Hay & Watson, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Dec. 15, 2020, citing that the Company has had recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. PETVET CARE: $250MM Term Loan Add-on No Impact on Moody's B3 CFR ---------------------------------------------------------------- Moody's Investors Service said that PetVet Care Centers, LLC's $250 million add-on to its first lien term loan has no impact on the company's ratings, including the B3 Corporate Family Rating and B3-PD Probability of Default Rating, and the B2 ratings on its senior secured first lien credit facilities. The ratings outlook remains stable. Proceeds will add cash to the balance sheet, and have been earmarked to fund future acquisitions. The increase in overall debt and interest burden is credit negative as it will slow PetVet's deleveraging trajectory. Based in Westport, Connecticut, PetVet Care Centers, LLC is a national veterinary hospital consolidator offering a full range of medical products and services and operating 358 locally branded animal hospitals across 35 states. PetVet is owned by private equity sponsor, Kohlberg Kravis Roberts & Co. L.P. ("KKR"). Pro forma revenue for the twelve months ended June 30, 2021 was approximately $1.3 billion. PIPELINE FOODS: Suppliers Dispute Chapter 11 Cash Protections ------------------------------------------------------------- Law360 reports that an unsecured creditor committee representing large numbers of farms objected Friday to bankrupt organic goods supplier Pipeline Foods' Chapter 11 protections for top lenders without assuring that grain deliveries made just before the company's Chapter 11 plan began get priority administrative payment status. The objections put front and center the Bankruptcy Code's 503(b)(9) requirement that suppliers who provide goods to a debtor within 20 days of a bankruptcy get priority repayment status, with debtors risking an administrative insolvency ruling if they come up short. About Pipeline Foods Pipeline Foods, LLC -- https://www.pipelinefoods.com/ -- is the first U.S.-based supply chain solutions company focused exclusively on non-GMO, organic, and regenerative food and feed. It is based in Fridley, Minn. Pipeline Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11002) on July 8, 2021. The affiliates are Pipeline Holdings, LLC, Pipeline Foods Real Estate Holding Company, LLC, Pipeline Foods, ULC, Pipeline Foods Southern Cone S.R.L., and Pipeline Foods II, LLC. Judge Karen B. Owens handles the cases. In the petition signed by CRO Winston Mar, Pipeline Foods disclosed assets of between $100 million and $500 million and liabilities of between $100 million and $500 million. The Debtors tapped Saul Ewing Arnstein & Lehr, LLP as legal counsel, Ocean Park Securities, LLC as investment banker, and SierraConstellation Partners as financial advisor. Winston Mar of SierraConstellation Partners serves as chief restructuring officer. Stretto is the claims and noticing agent and administrative agent. Bryan Cave Leighton Paisner, LLP serves as legal counsel to the Board of Directors. PLATINUM GROUP: Enoch Godongwana Resigns From Board of Directors ---------------------------------------------------------------- Enoch Godongwana resigned as a member of Platinum Group Metals Ltd.'s Board of Directors following his appointment as Minister of Finance by South African President Cyril Ramaphosa. The Board of Directors of Platinum Group wishes to thank Mr. Godongwana for his contribution to the company and wish him well in his future endeavours, particularly as the newly appointed Minister of Finance. Platinum Group CEO Frank Hallam commented "Although Mr. Godongwana's tenure as a director was brief, his experience and guidance have been invaluable for the company. We wish Mr. Godongwana continued success as he tackles new challenges as Minister of Finance." Platinum Group and the Board of Directors are currently evaluating alternatives with respect to the possible appointment of a new independent director to fill the vacancy created with Mr. Godongwana's departure. About Platinum Group Metals Headquartered in British Columbia, Canada, Platinum Group Metals Ltd. -- http://www.platinumgroupmetals.net-- is the operator of the Waterberg Project, a bulk underground palladium and platinum deposit located in South Africa. The Waterberg Project was discovered by Platinum Group and is being jointly developed with Impala Platinum Holdings Ltd., Mnombo Wethu Consultants (Pty) Ltd., Japan Oil, Gas and Metals National Corporation and Hanwa Co. Ltd. Platinum Group reported a net loss of US$7.13 million for the year ended Aug. 31, 2020, compared to a net loss of US$16.77 million for the year ended Aug. 31, 2019. As of May 31, 2021, the Company had $54.50 million in total assets, $33.27 million in total liabilities, and $21.23 million in total shareholders' equity. PricewaterhouseCoopers LLP, in Vancouver, Canada, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Nov. 25, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency, negative working capital and has significant amounts of debt payable without any current source of operating income which raise substantial doubt about its ability to continue as a going concern. PNTG LLC: Court Approves Disclosure Statement --------------------------------------------- Judge Mark X. Mullin has entered an order approving the Disclosure Statement of PNTG LLC. The hearing on Debtor's Plan of Reorganization will be held in person on Sept. 14, 2021, at 1:30 p.m. before the Honorable Harlin D. Hale, United States Bankruptcy Court, 1100 Commerce Street, 14th Floor, Dallas, Texas 75242. Objections to confirmation of the Plan must be filed and served no later than Sept. 7, 2021. The deadline for submitting ballots is Sept. 7, 2021. According to the Disclosure Statement, the Plan is a plan of liquidation. The Debtor shall continue its business after the Confirmation Date until it sells its Property. The Debtor will fund the Plan by listing and selling the Property within one year from the Effective Date of the Plan. The Debtor has listed the Property for sale on the commercial property listing sites LoopNet.com and CoStar.com. The Debtor will make payments to Allowed Claimants in the interim period before the sale. Chase Bryant will fund the payments in the interim until the Property sells. If the Property is not sold within 12 months from the Effective Date or all Allowed Claims have not been paid in full then the Allowed Secured Claimants may pursue their state court remedies against the Property. A copy of the Disclosure Statement dated April 30, 2021, is available at https://bit.ly/3lWuULh About PNTG LLC PNTG LLC is a single asset real estate as defined in Section 101(51B) of the Bankruptcy Code. PNTG owns approximately 3.3 acres of unimproved land located in the city of Pantego, Tarrant County, Texas, adjacent to Arlington, Texas. PNTG sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-30206) on Feb. 1, 2021. On the Petition Date, the Debtor estimated between $500,001 and $1,000,000 in both assets and liabilities. The petition was signed by Matthew Bryant, manager. Judge Harlin Dewayne Hale is assigned to the. Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel. PRIME LOGISTICS: Seeks to Employ James C. Warr as Co-Counsel ------------------------------------------------------------ Prime Logistics, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire James C. Warr & Associates, PLLC as co-counsel with Robert N. Bassel, Esq. The firm will be assisting Mr. Bassel in matters relating to the Debtor's Chapter 11 plan, business operational issues, and any overflow matters or issues that require its expertise. James Warr, Esq., the firm's attorney who will be providing the services, will be paid at an hourly rate of $250. The Debtor paid $21,738 to the law firm as a retainer fee. Mr. Warr 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: James C. Warr, Esq. James C. Warr & Associates, PLLC 24500 Northwestern Hwy, Suite 205 Southfield, MI 48075 Tel.:1-877-462-9277 Fax: 248-357-6493 Email: jcwarr@go2warr.com About Prime Logistics Utica, Mich.-based Prime Logistics Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-45397) on June 24, 2021. Milad Yousif, principal, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Mark Randon oversees the case. The Debtor tapped Robert Bassel, Esq., and James C. Warr, Esq., as legal counsel. PURDUE PHARMA: Lawmakers Ask DOJ to Appeal Bankruptcy Plan ---------------------------------------------------------- According to an Aug. 6, 2021 statement, United States Senators Elizabeth Warren (D-Mass.) and Richard Blumenthal (D-Conn.), and United States Representatives Carolyn B. Maloney (D-N.Y.) and Mark DeSaulnier (D-Calif.) sent a letter urging the Department of Justice (DOJ) to file an immediate appeal of Purdue Pharma, L.P.'s bankruptcy plan of reorganization that would prevent the Sackler family from being held accountable for the opioid crisis. If the Bankruptcy Court confirms the plan at the confirmation hearing set for next week, the Sackler family would be released from individual accountability for the opioid crisis they helped create. Victims and several state Attorneys General who want to litigate their cases against the Sacklers would be unjustly denied the opportunity to pursue their claims. Since Purdue Pharma filed for bankruptcy in 2019, the Sackler family has tried to use non-consensual third-party releases, to protect themselves and their assets from lawsuits linked to the opioid crisis. This loophole in bankruptcy law has increasingly been used by bad actors who have not filed for bankruptcy to escape personal accountability for their actions by shielding themselves through a bankruptcy proceeding of another corporation or entity. While the Nondebtor Release Prohibition Act of 2021 -- recently introduced by Senators Warren and Blumenthal, and Representatives Nadler and Maloney -- would virtually eliminate the use of non-consensual third-party releases, the members are seeking DOJ intervention in the impending confirmation of Purdue's reorganization plan to ensure the due process rights of non-consenting creditors are preserved. "From the outset of this case members of the Sackler family have piggybacked off of Purdue's bankruptcy case to avoid personal accountability for their actions at Purdue,” said Senator Warren. "The Sacklers bear a significant responsibility for the opioid crisis and they should not be allowed to abuse the bankruptcy system to avoid accountability for their actions. DOJ has stated that these non-consensual third-party releases violate due process and the agency has a responsibility to quickly put an end to the Sacklers' irresponsible and unfair attempts to evade accountability for the suffering they've caused." "The Sackler family fortune was built on the graves of people killed by opioids. Now the Sacklers are trying to use the bankruptcy court’s restructuring process to protect their blood money and avoid personal accountability for their actions that harmed thousands of Americans and their families. The Department of Justice can stop the Sacklers' abuse of the court system by filing an immediate appeal and preventing these bad actors from using bankruptcy proceedings as a free pass," said Senator Blumenthal. "The Sacklers are poised to once again evade accountability for fueling a crisis that has claimed more than half a million American lives," said Representative Maloney, Chairwoman of the House Committee on Oversight and Reform. "It is imperative that the Department of Justice intervene to prevent the Sacklers from obtaining nonconsensual third-party releases through Purdue’s bankruptcy. The Department made clear that these legal releases are unconstitutional and not permitted under the Bankruptcy Code, and the Department must act swiftly to avert this miscarriage of justice." "The Sackler family must be fully held to account for their role in causing an epidemic that has claimed the lives of more than 800,000 mothers, daughters, fathers, and sons since 1999. They cannot be allowed to grotesquely manipulate the bankruptcy process to evade individual responsibility. We are calling on the DOJ to file an immediate appeal to ensure the Sacklers can be held liable for their actions," said Congressman Mark DeSaulnier. Last month the DOJ expressed "fundamental concerns" with Purdue's plan of reorganization, specifically stating that the use of non-consensual third-party releases violate due process, are not permitted under the Bankruptcy Code, and that bankruptcy courts lack authority to approve the releases in the reorganization plan. Despite these arguments, the DOJ has failed to object to the reorganization plan -- effectively approving the reorganization plan that it claims contains unconstitutional releases. Chairwoman Maloney and Representative DeSaulnier previously sent a letter urging the DOJ to oppose Purdue's plan of reorganization because its terms were in direct conflict with the DOJ's prior position. However, there is still time for the DOJ to intervene in the case by seeking an immediate direct appeal to the Second Circuit Court of Appeals on the constitutionality of the Plan's nonconsensual third-party releases Senator Warren and her colleagues have been fighting to address the opioid crisis facing our country must be addressed comprehensively — including by holding the Sackler family accountable for their wrongdoing: * On July 28, 2021, Senators Warren, Dick Durbin (D-Ill.), and Richard Blumenthal (D-Conn.), and Representatives Jerrold Nadler (D-N.Y.) and Carolyn B. Maloney (D-N.Y.) announced legislation to prohibit the use of non-consensual, non-debtor releases that have helped entities and individuals, like members of the Sackler family, escape accountability for wrongdoing through bankruptcy proceedings. * On November 10, 2020, Senators Warren, Tammy Baldwin (D-Wis.), Sheldon Whitehouse (D-R.I.), and Maggie Hassan (D-N.H.) led colleagues to call on Trump's Justice Department to stop plans to make Purdue Pharma a public benefit corporation. * On November 20, 2020, Senators Warren and Edward J. Markey (D-Mass.) sent a letter requesting information from the DOJ regarding its settlement agreement with Purdue Pharma and the Sackler family, including a proposal for Purdue's reorganization into a "public benefit company." About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19 23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation facing the Company. The Company's consolidated balance sheet at Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has been assigned to oversee Purdue's Chapter 11 case. Davis Polk & Wardwell LLP and Dechert LLP are serving as legal counsel to Purdue. PJT Partners is serving as investment banker, and AlixPartners is serving as financial advisor. Prime Clerk LLC is the claims agent. PURDUE PHARMA: Sackler Releases Are Important to Plan, Says Co -------------------------------------------------------------- Law360 reports that bankrupt OxyContin maker Purdue Pharma LP is asking a New York bankruptcy judge to approve its Chapter 11 plan as it defends its $4.5 billion settlement with members of the Sackler family as necessary for the plan to work. In papers filed Thursday, August 5, 2021m Purdue asked U.S. Bankruptcy Judge Robert Drain to approve its reorganization plan at the confirmation hearing scheduled for next week, and to reject challenges to the plan's liability releases for its former owners in the Sackler family. "The benefits of the Shareholder Settlement are myriad and substantial. If approved, the Shareholder Settlement would, among other things: (1) guarantee a $4.325 billion contribution by the Sackler Families, the payment of which is a cornerstone of the Plan and which will provide substantial funding for abatement; (2) ensure that the Debtors can satisfy their obligations under the Private Entity Settlements, thereby avoiding value destructive inter-creditor litigation on issues of allocation; (3) secure the benefits of the DOJ Resolution and the possible destruction of the entirety of the Debtors' estates through forfeiture and other remedies uniquely available to the DOJ; and (4) avoid the costly, value-destructive litigation that would be required to pursue the Sackler Families on any estate claims, as well as the uncertainty and delay necessarily attendant in obtaining and collecting a potential recovery through litigation." About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation facing the Company. The Company's consolidated balance sheet at Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has been assigned to oversee Purdue's Chapter 11 case. Davis Polk & Wardwell LLP and Dechert LLP are serving as legal counsel to Purdue. PJT Partners is serving as investment banker, and AlixPartners is serving as financial advisor. Prime Clerk LLC is the claims agent. RAYONIER ADVANCED: Posts $122.2 Million Net Income in 2nd Quarter ----------------------------------------------------------------- Rayonier Advanced Materials Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $122.23 million on $341.02 million of net sales for the three months ended June 26, 2021, compared to a net loss of $12.86 million on $324.17 million of net sales for the three months ended June 27, 2020. For the six months ended June 26, 2021, the Company reported net income of $95.20 million on $659.70 million of net sales compared to a net loss of $36.99 million on revenue of $648.65 million for the six months ended June 27, 2020. As of June 26, 2021, the Company had $2.65 billion in total assets, $334.29 million in total current liabilities, $1.06 billion in long-term debt, $162.38 million in long-term environmental liabilities, $246.68 million in pension and other postretirement benefits, $23.82 million in deferred tax liabilities, $30.54 million in other long-term liabilities, and $786.84 million in total stockholders' equity. Cash flows provided by operating activities of continuing operations improved $23 million during the six months ended June 26, 2021 to $46 million when compared to the same prior year period due to favorable operating results driven from higher High Purity Cellulose prices in addition to $21 million of total income tax cash refunds received in the current period, partially offset by higher operational costs. Higher non-cash benefits primarily related to deferred tax expense were partly offset by favorable working capital and other balance sheet changes. The six months ended June 27, 2020 included a $24 million increase to the U.S. income tax receivable from the passage of the CARES Act in March of 2020. Cash provided by operating activities of discontinued operations during the six months ended June 26, 2021 improved by $152 million when compared to the same prior year period primarily driven by the increase in lumber sales prices. In addition, newsprint operations improved with sales price increases and lower operational costs during the six months ended June 26, 2021. Cash flows used for investing activities of continuing operations increased $32 million during the six months ended June 26, 2021 when compared to the same prior year period primarily from increased capital spending. The increase also includes a $4 million investment in Anomera, Inc. Cash used for investing activities of discontinued operations increased $2 million to $6 million during the six months ended June 26, 2021 compared to the same prior year period ended. The increase is driven by higher capital expenditures. Cash flows used for financing activities increased by $4 million during the six months ended June 26, 2021 to $8 million when compared to the same prior year period. The increase is primarily from lower borrowings partly offset by lower repayments, during the six months ended June 26, 2021. Cash used to repurchase common stock in lieu of income taxes from the vesting of incentive stock grants was $1 million higher during the current period. In addition, the six months ended June 27, 2020 had $3 million of higher debt issuance costs when compared to the current period. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1597672/000159767221000035/ryam-20210626.htm About Rayonier Advanced Headquartered in Jacksonville, Florida, Rayonier Advanced Materials Inc. -- http://www.rayonieram.com-- is a producer of cellulose-based technologies, including high purity cellulose specialties, a natural polymer commonly found in filters, food, pharmaceuticals and other industrial applications. The Company also manufactures products for lumber, paper and packaging markets. The Company has manufacturing operations in the U.S., Canada, and France. Rayonier Advanced reported a net loss available to common stockholders of $31.03 million for the year ended Dec. 31, 2019. RESIDEO FUNDING: Moody's Rates New $300MM Sr. Unsecured Notes 'B1' ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to Resideo Funding Inc.'s proposed $300 million senior unsecured note offering due 2029. The company's Ba3 Corporate Family Rating and all other ratings remain unchanged. The rating outlook remains stable. The proceeds from Resideo's new unsecured note offering will be used to retire its existing $260 million of senior unsecured notes due 2026. The credit profile benefits from the extension of debt maturities, a reduction in interest expense, and a modest increase in cash as a result of the proposed transaction. Resideo's pro forma debt to EBITDA is estimated at 2.7x and its EBITA to interest coverage at about 8.0x. "The company's credit profile has benefited from strong tailwinds in its end markets with the recovery of product demand over the recent quarters, which has allowed for strengthening of its earning generation and credit metrics" says Natalia Gluschuk, Moody's Vice President -- Senior Analyst. The following rating actions were taken: Assignments: Issuer: Resideo Funding Inc.: Proposed $300 million senior unsecured notes due 2029, assigned B1 (LGD5) RATINGS RATIONALE The B1 rating assignment on new unsecured notes, one notch below the Ba3 Corporate Family Rating, reflects the presence of senior secured term loan, which has a senior position to the unsecured notes in the company's capital structure. Resideo's Ba3 Corporate Family Rating is supported by: 1) its significant revenue scale and global footprint; 2) strong market position as a provider of products and solutions in residential HVAC markets and a distributor of security and fire protection products in the professional installation channel; 3) the value of the Honeywell Home brand, and the technological expertise in manufacturing of integrated home and security products; 4) governance considerations, including a financial strategy that focuses on deleveraging and a willingness to issue equity; 5) the majority of revenue coming from the retrofit market, which is generally less volatile than new construction; 6) the variety of distribution channels, including the proprietary ADI Global Distribution business, and a diverse product offering. At the same time, the credit profile is constrained by: 1) modest debt leverage, and significant sensitivity of earnings and cash flows to variations in demand; 2) significant quarterly reimbursement payments for Honeywell's environmental obligations constraining free cash flow; 3) intense competition within the company's product categories and the necessity of rapid technological innovation; 4) risks related to the establishment of standalone operations following the spin; 5) the inherent low margin profile of the distribution business; and 6) the cyclicality of residential and non-residential end markets. The stable outlook reflects Moody's expectation that over the next 12 to 18 months Resideo will continue to benefit from strong end market trends, operate conservatively, and continue to strengthen its credit metrics. SGL-2 Speculative Grade Liquidity rating reflects Moody's expectation that Resideo will maintain good liquidity over the next 12 to 15 months, supported by availability under its $500 million revolving credit facility, which is not expected to be utilized significantly, good room under financial covenants, a cash balance of $579 million at June 30, 2021, and the expectation of positive free cash flow. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company demonstrates a track record of successful operation on a stand-alone basis, improves its operating margin, and maintains disciplined financial policies. Free cash flow to debt above 10%, leverage sustained comfortably below 3.0x, good liquidity and favorable end market conditions will also be important considerations for a higher rating. The ratings could be downgraded if weakness in end markets causes revenue and operating margin to contract significantly, or if the company experiences additional challenges with the separation from the legacy business, or adopts aggressive financial policies. Additionally, leverage sustained above 4.0x, EBITA to interest coverage below 3.0x, or negative free cash flow and liquidity deterioration could also result in a ratings downgrade. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. Resideo is a provider of thermal, security and energy efficiency products, software solutions and technologies for a connected home. The company's Products and Solutions division supplies comfort, residential thermal solutions and security products, and its ADI Global Distribution business (ADI) distributes security, AV and low-voltage products. The company was spun off as the Homes business from Honeywell International, Inc. in October 2018. In the LTM period ended June 30, 2021, Resideo generated about $5.8 billion in revenue. RESIDEO TECHNOLOGIES: S&P Affirms 'BB' ICR, Outlook Positive ------------------------------------------------------------ S&P Global Ratings affirmed its 'BB' issuer credit rating on residential- and commercial-building products maker and distributor Resideo Technologies Inc. and its 'BBB-' issue-level rating on its revolving credit facility and term loans issued by Resideo Fundng Inc. The recovery rating on the debt is '1', reflecting its expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of default. S&P said, "We assigned our 'BB' issue-level and '4' recovery ratings to the proposed senior unsecured notes. The '4' recovery rating reflects our expectation of average (30%-50%; rounded estimate: 45%) recovery in the event of default. "We will withdraw or discontinue the ratings on the existing 6.125% senior unsecured notes when they have been called. "The positive outlook reflects our view that Resideo's operating performance and financial policies will allow for the one-in-three potential for higher ratings within the next year because its adjusted debt to EBITDA ratio could stay within 3x-4x, with free operating cash flow to debt above 15%." Despite mortgage applications being down from the highs seen during the winter time, demand for Resideo's products is still likely to remain healthy. The macroeconomic environment is improving and work from home trends are likely to persist. The company expects a 16% compounded annual growth rate for the global connected home market to $195 billion in 2025 from $80 billion in 2019. This will help Resideo achieve "GDP-plus"-like sales growth and higher profitability in the next two years, supported by a recovery in the macroeconomic environment; good demand for comfort and security products; initiatives to invest in new products and e-commerce; other sales channel improvements, including enterprise resource planning; and supply chain optimization. The company's recent results have improved and should continue to be solid despite inflation. The company reported 43.5% year-over-year growth in its top line at the end of the second quarter of 2021, with 18.9% growth compared with the second quarter of 2019 (which was more normal). Good performance in the ADI distribution segment also supported 4% revenue growth and 5% operating profit growth sequentially. Profitability expanded during this time as well, as S&P estimates that the company's trailing-12-month adjusted EBITDA margins rose to 12.2% on July 3, 2021, from about 7% in the second quarter of 2020. S&P believes margins will remain in the 12% area over the next few years. Resideo also provided an update to its 2021 outlook, having revised its full year revenue guide to $5.85 billion-$5.95 billion (15%-17% growth), with operating profit in the range of $535 million-$565 million. These figures are up from the guidance provided at the end of the first quarter of $5.5 billion-$5.7 billion and $500 million-$550 million, respectively. The guidance incorporates an increase in Products and Solutions backlog in the second half of 2021 partly because of the global semiconductor shortage, along with cost inflation in freight ($20 million) and components ($25 million). Pricing above baseline of $50 million is intended to help offset the inflation. Resideo's credit measures are strong for the existing ratings, but the track record of operating at these more conservative levels is still not fully established. The credit measures as of the most recent quarter ended July 3, 2021 show that it has been three consecutive quarters that Resideo's adjusted debt to EBITDA ratio has been under 4.0x, with the free operating cash flow to debt ratio averaging 12.3% over these periods. The company's adjusted debt to EBITDA ratio was 2.7x as of July 3, 2021, a significant improvement compared with over 6.5x at the end of the second quarter in 2020. The proposed call of the remaining $260 million of 6.125% senior unsecured notes with new note proceeds completes the plan begun earlier. As part of its secured credit facility refinancing in February 2021, the company used some of those proceeds to call $140 million of the 6.125% notes. This latest step is likely to save Resideo roughly $4.7 million in annual interest expense, depending on the coupon rate for the new senior unsecured notes. The settlement of the class action litigation provides certainty. Since 2019, Resideo has been defendant in a class action lawsuit claiming that management made false or misleading statements pertaining to the Honeywell spin-off and that the negative operational effects were more substantial and persistent than disclosed and that financial guidance lacked a reasonable basis. The company has now reached a binding agreement in principle to settle these claims. Resideo will fund $16 million of the $55 million settlement amount, with the remaining $39 million funded with insurance proceeds. The Honeywell indemnification payments remain a burden, but are more manageable with the recent operating improvement. Resideo is required to reimburse its former parent Honeywell International Inc. for legacy liabilities, subject to a $140 million cap per year. These liabilities are incorporated into our credit measures. The positive outlook reflects the potential for higher ratings in the next 12 months based on Resideo's continued progress in improving profitability via cost discipline, supported by a healthy macroeconomic environment, despite potential labor and materials inflation. The company has begun to establish a track record of operating with credit measures indicative of a stronger rating. S&P believes Resideo's leverage ratio may improve to within 2.5x-3.5x this year, which would be strong for the current rating. S&P expects Resideo to continue to focus on new product introductions, which will require growth capital outlays, as well as on price optimization, sales strategy, and innovation. Risks to this outcome could involve a recurrence of macroeconomic uncertainty that elicits customers' belt-tightening and lowers the demand for Resideo's products, or if input costs do not subside in the back half of 2021 as management expects and inflation proves not to be transitory. S&P said, "We expect financial discipline on the part of management to support keeping credit measures and liquidity satisfactory. This will be helped by reduced interest expense (the proposed refinancing of the remaining 6.125% notes provides for almost $5 million in annual interest expense savings). Our leverage figure includes adjustments to incorporate anticipated future environmental indemnification payments to former parent Honeywell Inc." S&P said, "We could raise the rating if Resideo maintained its adjusted EBITDA margins (currently roughly 12%) while keeping its debt obligations tolerable for a higher rating, resulting in an S&P adjusted debt-to-EBITDA ratio remaining below 3.5x consistently. Establishing an intermediate-term record of this is important, in our view. Further upside would depend on management establishing a stated commitment to an investment-grade rating and continually achieving credit measures typical of that status, i.e. free operating cash flow to debt of over 15%, for example. "We could revise the outlook to stable if the company's adjusted debt-to-EBITDA ratio increased again, to above 3.5x, and stayed there consistently. We believe this could occur if there were adverse macroeconomic conditions or company-specific challenges that brought about EBITDA margin degradation or operational volatility." RESTIERI HEALTHCARE: Taps Jason A. Burgess as Legal Counsel ----------------------------------------------------------- Restieri Healthcare Services, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ The Law Offices of Jason A. Burgess, LLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor with respect to its powers and duties and the continued management of its business; b. advising the Debtor with respect to its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the local rules of the court; c. preparing legal documents; d. protecting the interest of the Debtor in all matters pending before the court; and e. representing the Debtor in negotiations with its creditors and in the preparation of a plan of reorganization. The firm's hourly rates are as follows: Attorneys $350 per hour Paralegals $75 per hour Prior to the petition date, the firm received from the Debtor the amount of $16,738. The firm will be reimbursed for out-of-pocket expenses incurred. Jason Burgess, Esq., 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. Mr. Burgess can be reached at: Jason A. Burgess, Esq. The Law Offices of Jason A. Burgess, LLC 1855 Mayport Road Atlantic Beach, FL 32233 Tel: (904) 372-4791 Fax: (904) 372-4994 Email: jason@jasonAburgess.com About Restieri Healthcare Services High Springs, Fla.-based Restieri Healthcare Services, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01843) on July 28, 2021. In the petition signed by Dr. Lawrence T. Restieri, member manager, the Debtor listed as much as $1 million in assets and as much as $10 million in liabilities. The Law Offices of Jason A. Burgess, LLC is the Debtor's legal counsel. RITCHIE BROS: S&P Places 'BB+' ICR on CreditWatch Negative ---------------------------------------------------------- S&P Global Ratings placed all of its ratings on Ritchie Bros. Auctioneers Inc. (RBA), including its 'BB+' issuer credit rating on the company, on CreditWatch with negative implications. The CreditWatch placement follows RBA's announcement that the company plans to acquire U.K.-based Euro Auctions, a heavy equipment auctioneer particularly focused in Europe, the Middle East, and Africa (EMEA), for an enterprise value of GBP775 million (approximately US$1.08 billion). The transaction, valued at an enterprise value of just over 15x EBITDA, is likely to be funded primarily with debt in addition to cash on hand, resulting in a material increase in RBA's leverage. The transaction is approved by RBA's board of directors but remains subjected to customary regulatory approvals, with closing expected by the end of this year. S&P said, "Based on this announcement, we believe there is a heightened probability--at least a one-in-two chance--that we will downgrade RBA, most likely by one notch. In our view, the expected increase in debt--about US$1 billion in total--will more than offset expected earnings contributions from Euro Auctions and lead to credit measures we no longer view as commensurate with our rating on RBA. On a pro forma basis, we estimate RBA's leverage at about 3.5x in 2022 and modestly lower in 2023, above our 2.5x downside threshold for the rating. Although the acquisition affords positive benefits to RBA's business, including (but not limited to) expanded reach and scale of the business in EMEA, it is not sufficient to affect our assessment of RBA's business risk profile and mitigate the impact of weaker credit measures. "The close of the transaction is subject to customary regulatory approvals and details on the company's planned mix of debt financing is pending. We expect to take a rating action on the issuer credit rating at or near close of the acquisition. At that time, we also expect to update our recovery analysis on the company to incorporate its new debt structure associated with the transaction financing. "We plan to resolve the CreditWatch placement once the company has secured the required funding and on or near the close of the acquisition following required regulatory approvals. In this scenario, we would expect to downgrade RBA, mostly likely by one notch. We expect this action to occur by the end of the year (or shortly thereafter)." SALEM MEDIA: Posts $2.3 Million Net Income in Second Quarter ------------------------------------------------------------ Salem Media Group, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $2.26 million on $63.78 million of total net revenue for the three months ended June 30, 2021, compared to a net loss of $2.52 million on $52.87 million of total net revenue for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported net income of $2.58 million on $123.14 million of total net revenue compared to a net loss of $57.72 million on $111.12 million of total net revenue for the same period during the prior year. As of June 30, 2021, the Company had $531.94 million in total assets, $393.53 million in total liabilities, and $138.41 million in total stockholders' equity. As of June 30, 2021, the company had $216.3 million outstanding on the 6.75% senior secured notes due 2024, no balance outstanding on the Asset Based Revolving Credit Facility, and $11.2 million outstanding on Paycheck Protection Program loans from the Small Business Administration. During July 2021, the SBA forgave all but $20,000 of the PPP loans. The company will record the loan forgiveness in the period in which the loans are forgiven. The Company said, "Our principal sources of funds are operating cash flows, borrowings under credit facilities and proceeds from the sale of selected assets or businesses. We have historically funded, and will continue to fund, expenditures for operations, administrative expenses, and capital expenditures from these sources. We have historically financed acquisitions through borrowings, including borrowings under credit facilities and, to a lesser extent, from operating cash flow and from proceeds on selected asset dispositions. We expect to fund future acquisitions from cash on hand, borrowings under our credit facilities, operating cash flow and possibly through the sale of income-producing assets or proceeds from debt and equity offerings." "The COVID-19 global pandemic that began in March 2020 continues to impact our business. Measures taken by federal, state and local governments to prevent the spread of COVID-19 have adversely affected workforces, business operations and overall economic conditions resulting in a significant economic downturn. We experienced a rapid decline in revenue from advertising, programming, events and book sales. Several advertisers reduced or ceased advertising spending due to the outbreak and stay-at-home orders that effectively shut many businesses down. The revenue decline impacted our broadcast segment, which derives substantial revenue from local advertisers who have been particularly hard hit due to social distancing and government interventions, and our publishing segment, which derives revenue from book sales through retail stores and live events." "While the economic downturn is expected to be temporary, there remains to be considerable uncertainty around the duration. Advertising revenue continues to improve over the lowest levels that were experienced during April and May of 2020 but remains significantly below prior years. The exact timing and pace of the economic recovery has not been determinable due to varying degrees of restrictions and resurgences. Due to continuing uncertainties regarding the ultimate scope and trajectory of COVID-19's spread and evolution, it is impossible to predict the total impact that the pandemic will have on our business. If public and private entities continue to enforce restrictive measures, the material adverse effect on our business, results of operations, financial condition and cash flows could persist. Our businesses could also continue to be impacted by the disruptions from COVID-19 and resulting adverse changes in advertising and consumer behavior." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1050606/000119312521236678/d185472d10q.htm About Salem Media Irving, Texas-based Salem Media Group -- http://www.salemmedia.com -- is a multimedia company specializing in Christian and conservative content, with media properties comprising radio, digital media and book and newsletter publishing. Salem Media reported a net loss of $54.06 million for the year ended Dec. 31, 2020, compared to a net loss of $27.84 for the year ended Dec. 31, 2019. * * * As reported by the TCR on April 1, 2021, Moody's Investors Service affirmed Salem Media Group, Inc.'s Caa1 Corporate Family Rating. Moody's said Salem's Caa1 CFR reflects very high leverage (8.7x as of Q4 2020 excluding Moody's standard lease adjustments) which Moody's expects to remain elevated throughout 2021 despite the possibility of debt repayment from cash on the balance sheet. In March 2021, S&P Global Ratings raised its issuer credit rating on Salem Media Group Inc. to 'CCC+' from 'CCC'. S&P said, "The stable outlook reflects our expectation that Salem's gross leverage will remain about 8x through 2021. It also reflects our expectation of sufficient cash to meet operating and fixed-charge obligations over the next 12 months. SCIENTIFIC GAMES: Amends Employment Contract With Executive VP -------------------------------------------------------------- Scientific Games Corporation and James Sottile, executive vice president and chief legal officer, entered into an amendment and restatement of Mr. Sottile's employment agreement, which will become effective on Sept. 1, 2021. The term of the Amended and Restated Agreement is from the Effective Date until Aug. 31, 2024, subject to automatic extension for an additional year at the end of the term and each anniversary thereof unless timely notice of non-renewal is given by either the Company or Mr. Sottile. The Amended and Restated Agreement has substantially the same terms and conditions as Mr. Sottile's current employment agreement, except that: (i) upon Mr. Sottile's termination of employment by the Company without "Cause" or by Mr. Sottile for "Good Reason", in addition to the other severance payments and benefits Mr. Sottile would be entitled to, any equity awards held by Mr. Sottile will continue to vest during the one-year period following his termination date (subject to earlier vesting under certain circumstances); (ii) Mr. Sottile's termination of employment as a result of the Company's non-renewal of the Amended and Restated Agreement will be considered a termination without "Cause" for purposes of the severance Mr. Sottile would be entitled to receive (including the equity vesting described above); and (iii) in the event Mr. Sottile retires after reaching age 65, all service-based vesting conditions for his annual equity awards will be deemed satisfied. In connection with entering into the Amended and Restated Agreement, within 10 days after the Effective Date, the Company will grant to Mr. Sottile 10,000 restricted stock units, vesting in substantially equal installments on each of Aug. 31, 2022, 2023 and 2024. In exchange for the benefits described above, Mr. Sottile will, if requested by the Company, provide consulting services for the one-year period following his termination of employment for no additional compensation. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com-- is a developer of technology-based products and services and associated content for the worldwide gaming, lottery, social and digital gaming industries. Its portfolio of revenue-generating activities primarily includes supplying gaming machines and game content, casino-management systems and table game products and services to licensed gaming entities; providing instant and draw-based lottery products, lottery systems and lottery content and services to lottery operators; providing social casino solutions to retail consumers and regulated gaming entities, as applicable; and providing a comprehensive suite of digital RMG and sports wagering solutions, distribution platforms, content, products and services. Scientific Games reported a net loss of $548 million for the year ended Dec. 31, 2020, compared to a net loss of $118 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $7.86 billion in total assets, $10.38 billion in total liabilities, and a total stockholders' deficit of $2.52 billion. SINTX TECHNOLOGIES: Reassesses Patent License With O2TODAY ---------------------------------------------------------- SINTX Technologies, Inc. is reassessing the exclusive Patent License Agreement with O2TODAY in light of O2TODAY's decision to delay launch of its SiNPRO filters and masks. O2TODAY shared that it has been made aware of regulatory requirements that prevent the distribution of its antiviral masks and filters and is refunding pre-orders. Given this new information, SINTX is considering a return to its initial joint development efforts with O2TODAY and revaluating all avenues of how it will bring the antipathogenic facemask technology to market. The development and manufacture of antiviral face masks incorporated with SINTX silicon nitride is one component of SINTX's broader business strategy of developing several antipathogenic fabric applications, including surgical gowns, drapes, scrub suits, and related products for medical personnel. About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies -- https://ir.sintx.com -- is an OEM ceramics company that develops and commercializes silicon nitride for medical and non-medical applications. The core strength of SINTX Technologies is the manufacturing, research, and development of silicon nitride ceramics for external partners. The Company presently manufactures advanced ceramics powders and components in its FDA registered, ISO 13485:2016 certified, and ASD9100D certified manufacturing facility. SINTX Technologies reported a net loss of $7.03 million for year ended Dec. 31, 2020, compared to a net loss of $4.79 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $28.69 million in total assets, $5.09 million in total liabilities, and $23.60 million in total stockholders' equity. SKIP TRANSPORT: Files for Chapter 7 Bankruptcy ---------------------------------------------- Alex Barreira of the San Francisco Business Times reports that venture-backed scooter startup Skip Transport Inc., an early leader among the wave of micromobility startups that emerged in San Francisco, has filed for Chapter 7 bankruptcy. The company reports between $10 million and $50 million in liabilities and between $50 million and $100 million in assets, which do not include property, per the petition filed Wednesday, August 4, 2021, in the U.S. Bankruptcy Court for the Northern District of California. The petition was signed by Mohit Wadhera, listed as the company's former chief technology officer. It's unclear how the bankruptcy filing will immediately impact Skip's continued availability. From its app, the company's service appears to be inactive in the Bay Area. Representatives from Skip and its parent company Helbiz weren't immediately available for comment. Formerly known as Waybots Inc., Skip owns and manages shared electric scooters. In 2018, it became one of just two scooter companies then permitted to operate a dockless fleet in San Francisco, although the following year the renewal of that privilege went to competitors instead. Skip's founders Matt Tran, Mike Wadhera and CEO Sanjay Dastoor, who established the company in 2017, first made a splash with the venture as part of Y Combinator’s 2018 winter class. In 2018, the company raised $100 million in debt financing and at least $31 million in venture funding from investors including A. Capital Ventures, Toyota Ventures and Accel. The company offered its service in Washington, D.C., Austin, San Diego and, more recently, Oklahoma City, in addition to several Bay Area cities. Although consolidation in the micromobility space had started prior to the pandemic, with Skip’s competitors being scooped up by bigger rivals such as Bird and Lime as they strove to make their model profitable, Covid-19 served to chill demand and killed the regular downtown office commute. Lime, for instance, laid off nearly 200 employees as the pandemic started to spread. Skip announced a deal to be acquired by New York-based e-mobility startup Helbiz in December 2020, with plans for Skip to operate as a subsidiary and serve as Helbiz's first West Coast presence. The terms of that buyout were not disclosed. In 2018, San Francisco piloted a permitting process for scooter companies and awarded one of just two one-year permits to Skip, allowing it to operate as many as 800 units. The following year, the city opened up the permitting process more broadly. Skip was one of 11 applicants for the licenses, but the city awarded year-long permits to Jump, Lime, Scoot and Spin instead. Skip's case appealing the permit decision may have been impacted by reports of some scooters malfunctioning and combusting, which prompted the company to temporarily recall its scooters in San Francisco. About Skip Transport Skip Transport Inc., formerly called Waybots, owns and manages shared electric scooters. Skip Transport Inc. sought Chapter 7 protection (Bankr. N.D. Cal. 21-30552) on Aug. 4, 2021. In the petition signed by Mohit Wadhera, the company's former chief technology officer, Skip Transport estimated assets of between $50 million and $100 million and estimated liabilities between $10 million and $50 million. SUMMIT MIDSTREAM: Reports $19.7M Net Loss in Second Quarter ----------------------------------------------------------- Summit Midstream Partners, LP reported its financial and operating results for the three months ended June 30, 2021, including a net loss of $19.7 million, adjusted EBITDA of $62.1 million and DCF of $46.5 million. Net loss for the quarter included $31.5 million of non-cash charges including (i) a $19.3 million loss contingency accrual related to a previously disclosed incident dating back to a 2015 release of produced water from a pipeline owned by Meadowlark Midstream and (ii) an $12.2 million accrual related to Energy Capital Partners' full exercise of equity warrants in exchange for 414,477 SMLP common units. Operated natural gas volume throughput averaged 1,441 million cubic feet per day ("MMcf/d") and liquids volume throughput averaged 63 thousand barrels per day ("Mbbl/d"). Operated natural gas volumes increased 7.1% relative to the first quarter of 2021, largely due to continued strong performance from the four Utica Shale wells connected in the first quarter of 2021 and 20 new wells that were turned-in-line during the second quarter of 2021 across the Utica Shale, Williston Basin and Marcellus Shale segments. Quarterly liquids volume throughput decreased by 3.1% relative to the first quarter of 2021, primarily as a result of natural production declines. Heath Deneke, president, chief executive officer and chairman, commented, "Summit's second quarter financial and operational results far exceeded our original expectations set in March, and adjusted EBITDA of $62.1 million was in line with our recently increased full year 2021 adjusted EBITDA guidance range of $225 million to $240 million. Our quarterly results were driven largely by our continued focus on operational excellence and proactive cost management efforts, together with robust performance from well connections to date. We are encouraged by the substantially improved commodity price backdrop and we continue to see signs of increasing customer activity around our footprint as we look ahead to 2022, particularly in our Permian, Williston and Utica segments. We remain optimistic that this positive momentum will continue to build through the end of the year and into 2022." "We are making excellent progress towards achieving our holistic refinancing plans of our 2022 debt maturities, which is expected to include a new $400 to $500 million asset-based revolver and a new high yield notes offering of $700 to $750 million. To date, we have received $400 million of ABL Revolver commitments from existing lenders and new lenders, conditioned on the successful arrangement of a new high yield notes offering that we expect to launch during the third quarter of 2021. When completed, the ABL Revolver and new high yield notes will provide a comprehensive financing solution for Summit with enhanced financial flexibility, sufficient liquidity to grow the business and a multi-year runway to continue harvesting substantial free cash flow to further de-lever the balance sheet and drive significant unitholder value going forward. Completing this refinancing plan is the top priority for our team and we are excited about closing this comprehensive financing solution and removing an overhang that has negatively impacted our stakeholders for quite some time." "We also continue to make excellent progress with construction of the Double E Pipeline while maintaining a premier project safety and compliance record. With construction now approximately 60% complete, we are ahead of schedule and we are well on track to place the project in-service during the fourth quarter of 2021. Additionally, we continue to expect to deliver the project below the $425 million revised budget with approximately $30 million of uncommitted contingency remaining in the budget." "Additionally, we recently announced that we have entered into agreements with the government to resolve investigations into the previously disclosed discovery in January 2015 of a produced water spill into Blacktail Creek, near Marmon, North Dakota (the "Blacktail Release"). The spill occurred on a produced water gathering system owned by Meadowlark Midstream, which has been a subsidiary of SMLP since 2016. We have been working to resolve this matter since 2015 and I'm pleased that we have reached a satisfactory settlement resolution for all parties. As part of the settlement, SMLP has agreed to pay an aggregate amount of $36.3 million, which has been fully accrued, and which will be paid over a period of six years to the state of North Dakota and the federal government. A portion of the settlement proceeds will provide funding for supplemental environmental projects in the region. The settlement remains subject to court approval to become effective." "Safety and the environment are of the utmost importance to Summit, our board and all of our employees. Since the Marmon spill, SMLP has invested approximately $75 million in related environmental remediation efforts as well as made improvements to our operating systems and our company-wide processes and procedures that we believe are leading edge among industry pipeline management best practices." 2022 Maturities - Refinancing Update Over the last several months, Summit has initiated a comprehensive plan to refinance its existing $1.1 billion revolving credit facility, due May 2022 and 5.50% senior unsecured notes due 2022. As of today, the 2022 Maturities have an aggregate outstanding principal balance of approximately $969 million, comprised of approximately $735 million outstanding under the Revolver, net of cash, and approximately $234 million outstanding under the 2022 Notes. To date, Summit has secured $400 million of commitments from a syndicate of existing and new lenders for a new, 4.5-year, asset-based revolving credit facility, based on the value of Summit's above-ground fixed assets. The closing of the ABL Revolver is conditioned on the successful arrangement of a new $700 million to $750 million high yield notes offering, which Summit expects to launch and close before the end of September 2021, and other customary closing conditions. The ABL Revolver and the New HY Notes will be scheduled to close concurrently in the third quarter of 2021, and collectively, the proceeds will be used to refinance the 2022 Maturities. Second Quarter 2021 Business Highlights In the second quarter of 2021, SMLP's average daily natural gas throughput for its operated systems increased by 7.1% to 1,441 MMcf/d, and liquids volumes decreased by 3.1% to 63 Mbbl/d, relative to the first quarter of 2021. SMLP's customers are currently operating five drilling rigs on acreage behind SMLP's gathering systems and had approximately 22 DUCs in inventory upstream of its systems as of June 30, 2021, with visible line of sight to completions for the majority of these DUCs by the end of the third quarter of 2021. A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/1549922/000154992221000006/smlp2q2021earningsrelease.htm About Summit Midstream Summit Midstream Partners is a value-driven limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. SMLP provides natural gas, crude oil and produced water gathering services pursuant to primarily long-term and fee-based gathering and processing agreements with customers and counterparties in six unconventional resource basins: (i) the Appalachian Basin, which includes the Utica and Marcellus shale formations in Ohio and West Virginia; (ii) the Williston Basin, which includes the Bakken and Three Forks shale formations in North Dakota; (iii) the Denver-Julesburg Basin, which includes the Niobrara and Codell shale formations in Colorado and Wyoming; (iv) the Permian Basin, which includes the Bone Spring and Wolfcamp formations in New Mexico; (v) the Fort Worth Basin, which includes the Barnett Shale formation in Texas; and (vi) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado. SMLP has an equity investment in Double E Pipeline, LLC, which is developing natural gas transmission infrastructure that will provide transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha Hub in Texas. SMLP also has an equity investment in Ohio Gathering, which operates extensive natural gas gathering and condensate stabilization infrastructure in the Utica Shale in Ohio. SMLP is headquartered in Houston, Texas. Summit Midstream reported net income of $189.08 million for the year ended Dec. 31, 2020, compared to a net loss of $393.73 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $2.47 billion in total assets, $1.45 billion in total liabilities, $93.59 million in Subsidiary Series A Preferred Units, and a total partners' capital of $928.64 million. * * * As reported by the TCR on April 19, 2021, S&P Global Ratings lowered its rating on Summit Midstream Partners L.P. (SMLP) to 'SD' (selective default) from 'CC'. SVXR INC: Seeks to Obtain $2MM DIP Loan from Legalist ----------------------------------------------------- SVXR, Inc. sought permission from the U.S. Bankruptcy Court for the Northern District of California to incur $2 million of postpetition financing under a senior-secured superpriority delayed draw term loan from Legalist DIP GP, LLC to pay for the expenses in the 13-week DIP Loans budget. The Debtor has filed the Chapter 11 case primarily to facilitate a going-concern sale. The DIP Loan proceeds shall be used to effectively manage an auction sale process, the administration of the Chapter 11 Case, and maintain the Debtor's operations. The salient terms of the DIP financing are: * Borrower: SVXR, Inc. * DIP Lender: Legalist DIP GP, LLC * DIP Loan: A first lien superpriority delayed draw term loan in an aggregate principal amount of $2 million, with $1 million being made available under the DIP Loans upon entry of the Interim DIP Order and the remaining balance of $1 million being made available upon entry of the Final Order. * Interest Rate: The DIP Loans shall accrue paid-in-kind interest from the Effective Date at the U.S. prime rate (subject to a 4.00% floor) plus 11.00% per annum. Interest accrues and is compounded and capitalized monthly and is due and payable in cash upon the Maturity Date. * Default Interest: The DIP Loans shall accrue an additional 4.75% per annum while an event of default has occurred and is continuing, compounded and capitalized monthly * Maturity Date: The earlier of (i) four months after the Effective Date of the First DIP Draw, (ii) repayment in full of all outstanding DIP Loans, and (iii) the acceleration of the DIP Loans following an Event of Default. * Collateral and Priority: The Collateral includes substantially all owned or hereafter acquired assets and property of the Debtor. The DIP Lender shall be granted (i) perfected first priority security interests in and liens on the DIP Collateral, subject to the Carve-Out; and (ii) a superpriority administrative expense claims in the Chapter 11 Case of the Debtor, subject to the Carve-Out. Use of Cash Collateral The terms of the DIP Loans involve a priming lien in favor of the DIP Lender on substantially all of the Debtor's assets. All of the Debtor's property is subject to prepetition liens of these Prepetition Secured Parties: a. The SBA, which holds a lien on account of the SBA EIDL Loan with approximately $500,000 in principal amount outstanding; and b. The Noteholders, which hold a subordinated lien on account of the Secured Notes, with aggregate indebtedness outstanding of approximately $8,200,000. The Debtor related that it has attempted to contact the SBA to inquire whether the SBA consents to the proposed priming lien and use of Cash Collateral, but the SBA has neither responded nor otherwise taken a position regarding the DIP Loans, proposed use of Cash Collateral, and proposed Interim DIP Order. The Debtor understands that the Noteholders are generally amenable to the Debtor's use of Cash Collateral consistent with the Budget, and the Debtor and Noteholders are engaged in discussions regarding the Noteholders' consent to the Debtor's use of Cash Collateral. It is the Debtor's understanding, however, that the Noteholders do not consent to the proposed DIP financing relief. The Debtor seek access to the Cash Collateral until the earliest of: (a) 21 days following entry of a final sale order; (b) the substantial consummation of a plan of reorganization filed in the Chapter 11 Case that is confirmed pursuant to an order entered by the Court; and (c) the date the Court orders the conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code or the dismissal of the Chapter 11 Case or the appointment of a trustee or examiner with expanded power in the Chapter 11 Case. The 13-week budget provided for these projected disbursements: $114,000 for the week ended August 6, 2021; $484,000 for the week ended August 13, 2021; $186,000 for the week ended August 20, 2021; $348,000 for the week ended August 27, 2021; $105,000 for the week ended September 3, 2021; $285,000 for the week ended September 10, 2021; $340,000 for the week ended September 17, 2021; $306,000 for the week ended September 24, 2021; $368,000 for the week ended October 1, 2021; $269,000 for the week ended October 8, 2021; $56,000 for the week ended October 15, 2021; $299,000 for the week ended October 22, 2021; and $118,000 for the week ended October 29, 2021. A copy of the budget is available for free at https://bit.ly/37t2osc from PacerMonitor.com. The Debtor will use the cash collateral to manage the administration of the Chapter 11 Case and auction sale process, and support the continuity of the Debtor's operations. The Debtor is not offering the Prepetition Secured Parties with any adequate protection. According to the Debtor, the Prepetition Secured Parties are adequately protected absent further relief because of the substantial equity cushion in the Collateral based on the proposed Stalking Horse bid by Bruker Nano, Inc. A copy of the motion is available for free at https://bit.ly/2VAGKjt from Omni Agent Solutions, notice and claims agent. About SVXR, Inc. SVXR, Inc. -- https://svxr.com -- offers high speed inspection and metrology technology to the semiconductor packaging industry. The Debtor filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 21-51050) on August 4, 2021. On the Petition Date, the Debtor estimated $1 million to $10 million in assets, and $10 million to $50 million in liabilities. The petition was signed by Daniel Trepanier, CEO & president. Paul HastingS LLP serves as the Debtor's counsel. Omni Agent Solutions is the Debtor's notice, claims and administrative advisor. SYLVAMO CORP: Moody's Rates New $500MM Unsecured Notes 'B1' ----------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the proposed $500 million senior unsecured notes to be issued by Sylvamo Corporation, a planned spin-off of International Paper Company's (IP, International Paper) printing papers business along with certain coated paperboard and pulp businesses in Latin America, Europe and North America. (International Paper plans to complete the spin off on October 1.). The proceeds of the notes together with the proceeds from the secured term loan issuances will be used to make a special payment to IP, pay associated fees and expenses and retain an initial cash balance of $120 million for Sylvamo Corporation. All other ratings are unchanged and the rating outlook is stable. Assignments: Issuer: Sylvamo Corporation Gtd. Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) RATINGS RATIONALE The Ba2 Corporate Family Rating (CFR) for Sylvamo benefits from its (1) leading global market positions in uncoated free sheet (UFS); (2) geographic diversity and operational flexibility with seven low cost operations across Brazil, the US, France and Russia; (3) good backward vertical integration into pulp to minimize input cost volatility; (4) good credit metrics with starting leverage (adjusted debt to EBITDA) of about 3.4x in the twelve months ended June 30, 2021; and (5) strong liquidity with an approximately $120 million cash balance, full availability under a $450 million revolver and projected positive free cash flow generation. Sylvamo's credit quality is constrained by (1) its significant exposure to the long-term secular decline of commodity paper which continues to be replaced by digital alternatives; (2) the uncertainty that the industry (Sylvamo as the industry leader, as well as its global paper peers) will actively reduce UFS capacity to match on-going demand declines; (3) negative UFS demand pressure with potential renewed lock downs (following a resurgence of coronavirus infections) causing the closure or move back on-line of many schools and businesses; and (4) the uncertain strategy of how the company will address its declining UFS business in North America and Western Europe, including the leveraging risk of getting into other businesses, to grow their revenue. The credit profile is also constrained by an ongoing Brazilian tax litigation. The proposed $500 million senior unsecured notes are rated B1, two notches below the Ba2 corporate family rating, and reflect the note's structurally subordinated position behind the proposed $450 million revolving credit facility, term loan B and farm credit loans, in accordance with the Moody's Loss Given Default for Speculative-Grade Companies methodology. The stable outlook is based on Moody's expectation that Sylvamo will maintain good liquidity and leverage of around 3.1x over the next 12 to 18 months. Moody's anticipate ongoing global UFS demand declines of about 2-3% following significant declines in 2020 due to the closure of schools and offices as a result of stay-at-home measures during the coronavirus. The rating outlook reflects Moody's expectation that Sylvamo and other paper producers will continue to actively reduce UFS capacity to match demand declines (through grade conversions and closures) so that prices will remain relatively flat at current levels. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade Sylvamo demonstrates and maintains conservative financial policies; the company improves its diversification such that most of its sales are generated by products that are not in secular decline (UFS currently represents about 90% of sales); the company sustains strong credit metrics such as Debt to EBITDA below 3x and (RCF-Capex)/Debt above 12% Factors that could lead to a downgrade A sustained deterioration in operating performance should Moody's expectations of normalized Debt to EBITDA exceed 4x or (RCF-Capex)/Debt drop below 6% Sylvamo is the largest producer of uncoated freesheet (UFS) paper (used primarily for photocopying) in the world. The company operates 2 mills in the US (with capacity totaling almost 1 million tons), three mills in Brazil (with capacity totaling about 1.1 million tons), one mill in France (with capacity totaling 265,000 tons) and one mill in Russia (with about 420,000 tons of capacity). Sylvamo also manages about 680,000 tons of paper capacity in the US through a supply agreement with the Georgetown SC and Riverdale AL (owned by International Paper) and is seeking approval to market and sell about 275,000 tons in Russia under a joint marketing agreement with Illim Group, an International Paper joint venture. Other products include market pulp and coated paperboard. Proforma sales for 2021 are estimated to be about $3.4 billion. Sylvamo will be spun out from IP on October 1. It will be a publicly listed company, but IP will retain approximately 20% in the business. The principal methodology used in this rating was Paper and Forest Products Industry published in October 2018. SYLVAMO CORP: S&P Rates New $500MM Senior Unsecured Notes 'BB' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to Sylvamo Corp.'s proposed $500 million senior unsecured notes due in 2029. The '4' recovery rating indicates its expectation for average (rounded estimate: 45%) recovery in the event of a payment default. The recovery rating on the unsecured debt takes into account the substantial amount of secured debt subordinating this security. The company intends to use the proceeds from this offering, together with borrowings under the senior secured credit facilities, to make a special payment to International Paper Co. (IP) prior to the spin-off. Sylvamo plans to complete the spin-off on Oct. 1, 2021, when IP will own approximately 20% of the outstanding shares of common stock of Sylvamo and IP stockholders will own the remaining 80%. Sylvamo is a global uncoated paper producer with a broad portfolio of brands and low-cost, large-scale paper mills in and serving Latin America, Europe, and North America. It produces uncoated freesheet for paper products such as cut-size and offset paper, market pulp, aseptic and liquid packaging board, and coated unbleached kraft papers. Issue Ratings - Recovery Analysis Key analytical factors -- S&P values the company on a going-concern basis, with the gross enterprise value of $1.46 billion based on an emergence EBITDA of $265 million and a valuation multiple of 5.5x. -- The valuation multiple is slightly above the 5x sector average for forest and paper products companies, reflecting the global, diversified nature of its asset base, and is also consistent with our assumptions for peers with similar business positions. -- S&P's simulated default scenario contemplates a payment default in 2026 amid a severe global recession that severely curtails paper demand across Sylvamo's end markets. -- S&P expects the $450 million revolving credit facility to be 85% drawn in the event of a default. Simulated default assumptions -- Simulated year of default: 2026 -- EBITDA at emergence: $265 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1.39 billion -- Obligor/non-obligor valuation split: 20%/80% -- Value distributed to priority claims: $0 -- Value available to secured claims: $1 billion -- Estimated secured claims at default: $1.34 billion --Recovery range: 70%-90% (rounded estimate: 85%) -- Value available to unsecured claims (consisting mainly of unpledged value at non-obligor): $385 million -- Estimated senior unsecured claim at default (including secured deficiency claims): $845 million --Recovery range: 30%-50% (rounded estimate: 45%) TCP INVESTMENT: Seeks Expedited Access to Cash Collateral --------------------------------------------------------- TCP Investment Properties, LLC filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky an expedited motion to use cash collateral on an interim basis, pursuant to a proposed budget, until a final hearing for continued use of cash collateral can be held. The budget provided for weekly expenses, as follows: $375 for the week ending August 7, 2021; $709 for the week ending August 14, 2021; $775 for the week ending August 21, 2021; and $9,375 for the week ending August 28, 2021. A copy of the budget is available for free at https://bit.ly/3lFlGTr from PacerMonitor.com. The Debtor proposed to use Cash Collateral to meet its postpetition obligations and pay its expenses, general and administrative operating expenses, and other necessary costs and expenses incurred during the pendency of its bankruptcy case. Whitaker Bank may claim an interest in Cash Collateral based on its various mortgages, security agreements and assignment of leases and rentals. Whitaker alleges it is owed in excess of $2,400,000 (including legal fees) under seven notes. In addition, Madison County, the City of Richmond and the owners of the 2017 ad valorem tax bills each have liens against the Debtor's real property. In July 2019, Whitaker Bank filed a suit in Madison Circuit Court styled Whitaker Bank, Inc. v. TCP Investment Properties, LLC, et al., Case No. 19-CI-00432, seeking to foreclose the mortgages securing its loans. Lexington Rental Homes of KY, Inc. was appointed as a receiver for the Property by the Madison Circuit in November 2019. As part of the adequate protection for any diminution in the value of the Cash Collateral Creditor's interests in the prepetition collateral, the Debtor proposed to: * grant the Cash Collateral Creditor a replacement lien on the rents generated by all property of the Debtor of the same type and description as the prepetition collateral as of the Petition Date; * pay all past due ad valorem taxes once funds held by the Receiver are turned over and the Court so orders. The Receiver did not pay the ad valorem taxes for 2019 and 2020. At such time as the Court orders the Receiver to turn over the funds in its possession, the Debtor intends to immediately use said funds to pay all past due ad valorem taxes. Payment of the said taxes is not reflected on the proposed budget. Debtor shall continue to account for all cash use. The Debtor has cooperated with the Receiver in its operation of the development by assisting with maintenance and repairs as well as renting the units as they become available. The Debtor related that despite numerous attempts to negotiate a mutually acceptable resolution of the claims in the State Court Action, no agreement was reached and Whitaker Bank is proceeding with efforts to obtain a judgment and order of sale in the State Court Action. A copy of the motion is available for free at https://bit.ly/3jvWPPs from PacerMonitor.com. About TCP Investment Properties, LLC 36 TCP Investment Properties, LLC was organized in March 2012 for the purpose of acquiring a multi-unit residential development in Richmond, Kentucky. The company owns 18 townhomes in 4-plexes and a clubhouse, with a combined current value of $3.67 million. On August 4, 2021, the company filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 21-50906) in the U.S. Bankruptcy Court for the Eastern District of Kentucky. In the petition signed by Paul W. Baker, member, the Debtor disclosed $3,667,501 in total assets and $2,971,137 in total liabilities. Delcotto Law Group PLLC represents the Debtor as counsel. TECHNICAL COMMUNICATIONS: Reports $490K Net Loss in Third Quarter ------------------------------------------------------------------ Technical Communications Corporation announced its results for the three and nine months ended June 26, 2021. The Company reported a net loss of $(490,000), or $(0.26) per share, on revenue of $426,000 for the quarter ended June 26, 2021, compared to a net loss of $(483,000), or $(0.26) per share, on revenue of $599,000 for the quarter ended June 27, 2020. For the nine months ended June 26, 2021, the Company reported a net loss of $(1,161,000), or $(0.63) per share, on revenue of $1,209,000, compared to a net loss of $(1,324,000), or $(0.72) per share, on revenue of $1,987,000 for the nine months ended June 27, 2020. Carl H. Guild Jr., president and CEO of Technical Communications Corporation, commented, "The Covid-19 pandemic continues to adversely affect our customer base as many foreign countries are still struggling with the coronavirus. The resources availabile for security equipment and systems have become more scarce as customers allocate funds to contain the virus." "We have started to see progress in certain countries toward the resumption of the procurement process, including product demonstration requests, remote training and the receipt of formal requests for quotations. We will continue to work closely with these customers in order to be able to move quickly once they are in a position to place orders. In the meantime, TCC continues to closely monitor expenses and is actively pursuing additional sources of liquidity." About Technical Communications Concord, Massachusetts-based Technical Communications Corporation -- http://www.tccsecure.com-- specializes in secure communications systems and customized solutions to protect highly sensitive voice, data and video transmitted over a wide range of networks, serving government entities, military agencies, and corporate enterprises. Technical Communications reported a net loss of $910,650 for the year ended Sept. 26, 2020. As of March 27, 2021, the Company had $2.52 million in total assets, $1.80 million in total liabilities, and $720,897 in total stockholders' equity. Stowe & Degon LLC, in Westborough, Massachusetts, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Dec. 28, 2020, citing that the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations and has limited working capital that raises substantial doubt about its ability to continue as a going concern. TELEPHONE AND DATA SYSTEMS: S&P Rates VV Preferred Shares 'B' ------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to Chicago-based Telephone and Data Systems Inc.'s proposed redeemable perpetual series VV preferred shares (amount to be determined). The company will use the proceeds from these shares for general corporate purposes, including to fund capital expenditures associated with its fiber-to-the-home program and to repay debt. S&P said, "We classify the preferred shares as having intermediate equity credit (50% equity) based on the proposed terms. We rate the shares three notches below our 'BB' long-term issuer credit rating on the company to reflect their subordination relative to the other debt in the capital structure and the deferability of their dividend payments. "Our intermediate equity assessment reflects the instrument's permanence, subordination, and the deferability of its dividend payments for cash conservation. The instrument is perpetual with no maturity date, and there is no incentive to redeem it for a long-dated period, though the company can redeem the instrument after five years. The dividend payments are deferrable, and there is no limit on how long they can be deferred. Furthermore, the instrument is subordinate to all of the company's existing and future senior debt obligations." TELEPHONE AND DATA: Moody's Rates New Perpetual Pref. Stock 'Ba3' ----------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to Telephone and Data Systems, Inc.'s (TDS) proposed cumulative redeemable perpetual preferred stock. Net proceeds will be used for general corporate purposes, including the funding of capital investments associated with the fiber-to-the-home program in new markets and the redemption of currently callable debt. All other ratings including the company's Ba1 corporate family rating and stable outlook are unchanged. Assignments: Issuer: Telephone and Data Systems, Inc. Pref. Stock Preferred Stock, Assigned Ba3 (LGD6) RATINGS RATIONALE The Ba1 corporate family rating benefits from TDS's modest leverage, very good liquidity, a fairly conservative controlling shareholder family 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 5.0 million total retail postpaid and prepaid connections at the end of the second quarter of 2021 were up about 1.0% compared with the same period in the prior year. 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 2028. After expected drawdowns under delayed draw features, TDS will have a $200 million term loan due 2028 and a $300 million term loan due 2031. US Cellular, under similar expected drawdowns under delayed draw features, will have a $300 million term loan due 2028 and a $200 million term loan due 2031. The next sizable debt maturity is not until 2033. As of June 30, 2021, TDS had aggregate cash, cash-equivalents and short-term investments of $385 million and a $400 million committed bank credit facility due July 2026, of which $125 million was drawn in addition to $1 million of outstanding letters of credit. US Cellular also maintains its own revolving credit facility due July 2026 of $300 million, which was both undrawn at June 30, 2021 and included no outstanding of letters of credit. 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. This receivables securitization facility, absent renewal, begins amortization based on receivable collections in December 2022, but Moody's anticipates that the company will renew this facility ahead of that date. 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% or greater ownership of US Cellular. Based on Moody's expectations of the company's cash needs, and following the expected full paydown of TDS' current revolver draw with proceeds from its proposed cumulative redeemable perpetual preferred stock, Moody's expects both companies' revolving credit facilities to only be drawn for short periods over the next 12 months to fund fiber investments until longer-term financing is accessed. 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 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. TEXAS TAXI: May Continue Using Lender's Cash Collateral ------------------------------------------------------- Judge Christopher M. Lopez of the U.S. Bankruptcy Court for the Southern District of Texas approved the Final Stipulation entered into between Debtors -- Texas Taxi, Inc.; Greater Austin Transportation Company; Greater Houston Transportation Company; Greater San Antonio Transportation Company; and Fiesta Cab Company -- on the one hand, and Notre Capital Management, Inc. and Steven Harter, on the other hand, with respect to the use of cash collateral, according to the budget. The budget provided for these operating expenses: Debtor August 2021 September 2021 ------- ------------ -------------- Texas Taxi $123,000 $100,000 Greater Austin $4,785 $0 Greater Houston $91,432 $22,694 Greater San Antonio $18,900 $0 Fiesta Cab $0 $0 The Debtors' right to use Cash Collateral shall expire on the earlier of: (a) midnight on September 20, 2021, unless extended or modified by further order of the Court or the written agreement of Lender and Debtors; (b) appointment of a Chapter 11 trustee; (c) conversion of any of these cases to a Chapter 7 case; (d) lifting of the automatic stay to allow Lender or other secured creditor to foreclose its liens on any of the Collateral; or (e) Debtors' failure to timely provide the Lenders with any of the required reports, information or statements. The Lender is granted replacement liens and security interests on all assets of Debtors and their estates, as well as on the proceeds and income thereof, as adequate protection to secure any diminution of value in the Collateral. The replacement liens and security interests: * are subordinate only to any prior existing and validly perfected liens and security interest in such assets, the reasonable fees and expenses incurred by a trustee under Section 726(b) of the Bankruptcy Code up to $15,000 and fees owing to the United States Trustee; * are automatically perfected; and * are first priority replacement liens and security interests, except to the extent of any such subordination. The Lender shall be entitled to the benefits of Section 507(b) of the Bankruptcy Code in the event the value of the post-petition replacement collateral proves insufficient to enable the Lender to collect the aggregate amount of the Cash Collateral used by Debtors, or in the event the value of the Lender's prepetition collateral diminishes during the Debtors' bankruptcy proceeding. The parties further agree, among others, that Debtors shall have until September 20, 2021 to file an adversary proceeding or contested matter (i) challenging the amount, validity, enforceability, priority or extent of the debt or the liens on the Collateral securing the debt, or (ii) otherwise asserting any other claims, counterclaims, causes of action, objections, contests or defenses against the Lender or its agents, affiliates, representatives, attorneys or advisors. A copy of the Final Stipulated Order is available for free at https://bit.ly/2WXnHA7 from PacerMonitor.com. About Yellow Cab Houston Texas Taxi, Inc., is a company based in Houston, Texas, with a 50-year history of providing transportation services to customers. Texas Taxi was founded initially to provide transportation services to the Greater Houston area and later expanded its services to Austin, San Antonio and Pasadena. Texas Taxi was formed in August 2003 to acquire the Greater Houston Transportation Company (GHTC), Greater Austin Transportation Company and ultimately Greater San Antonio Transportation Company. Each operated as "Yellow Cab" in their respective jurisdictions. Texas Taxi also acquired Fiesta Cab Company, which was focused on serving Spanish-speaking passenger customers. Texas Taxi, Inc., and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-60065) on July 19, 2021. The Hon. Christopher M. Lopez is the case judge. Fuqua & Associates, PC, is the Debtors' counsel. Jackson Walker, L.L.P. represents Notre Capital Management, Inc., secured creditor. TOPP'S MECHANICAL: Unsecureds to Split $26K in Plan --------------------------------------------------- Topp's Mechanical, Inc., submitted a Second Amended Plan of Reorganization. The Debtor's financial projections demonstrate that the Debtor will have projected disposable income for the 5 year period of $1,204,802, or $20,080.03 per month. This projected disposable income will be used to make monthly debt service payments and pay the administrative expense claims in this case. In addition, the Debtor will sell Debtor's 2004 Grove TMS900E 90 Ton Rough Terrain Crane w/a Nelson 3-Axle Dolly to pay off certain secured debt. With respect to Class 7: Non- priority unsecured claims, the Debtor projects that the total amount available to the allowed non-priority unsecured claims during the term of the Plan will be $26,019. The allowed non-priority unsecured claims shall be paid pro rata over a period of 36 months. The monthly payment amount, to be paid pro rata to the allowed non-priority unsecured claims, will be $722.75, commencing 24 months after the effective date of the Plan, and continuing on the same day each month thereafter for a period of 35 months. Payments and distributions under the Plan will be funded by cash flow from Debtor's business operations and future income, as well as the sale of Debtor's 2004 Grove TMS900E 90 Ton Rough Terrain Crane w/a Nelson 3-Axle Dolly. Luke G. Topp and Ria Topp, husband and wife, will retain their ownership interests in the Debtor as they currently exist. Attorneys for the Debtor Justin D. Eichmann Ryan J. Dougherty HOUGHTON BRADFORD WHITTED PC LLO 6457 Frances Street, Suite 100 Omaha, Nebraska 68106 Tel: (402) 344-4000 Fax: (402) 933-1099 E-mail: jeichmann@houghtonbradford.com rdougherty@houghtonbradford.com A copy of the Plan dated August 4, 2021, is available at https://bit.ly/3lGVt70 from PacerMonitor.com. About Topp's Mechanical Topp's Mechanical, Inc., which is based out of Tecumseh, Nebraska, is a mechanical contractor involved in new and repair work of piping systems (steel, carbon and stainless steel), millwright work (connecting equipment to power) and rigging. It maintains a full fabrication shop in Tecumseh. It has two plasma machines, a press, and plate roller. The shop is an ASME code shop with "R," "S" and "U" stamps. Topp's Mechanical filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-40038) on Jan. 15, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Thomas L. Saladino oversees the case. Justin D. Eichmann, Esq., at Houghton Bradford Whitted PC, LLO, is the Debtor's legal counsel. TRADEMARK DEVELOPERS: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Brian Bandell of South Florida Business Journal reports that the owner of Margate retail center, Trademark Developers, sought Chapter 11 reorganization in U.S. Bankruptcy Court on Aug. 3, 2021. The company was owned by Lois McHale Wagner, who died in 2020. Jean Novak represents her estate. In June 2020, Trademark Developers was hit with a foreclosure lawsuit over its 27,420 square feet of retail space at 5400-5430 W. Atlantic Blvd. That complaint alleged that Wagner’s death was the reason for the default. Its loan was later assigned to 5400 Atlantic Holdings, which won a $3.76 million foreclosure judgment, based on $2.6 million in loan principal, plus interest and fees. That was the only debt listed in the case. Trademark Developers valued its assets at $3.95 million. Hollywood-based attorney Kevin C. Gleason, who represents the debtor, said the plan is to sell the property for more than the amount of the foreclosure judgment. On Aug. 4, 2021, he filed a motion to sell the property free and clear of all liens and claims for $3.95 million to Kalvaitis Group LLC, managed by Devin Kalvaitis in Parkland. The debtor also filed a motion to assign the current tenant leases to the buyer. Trademark Developers built the center on the 2.5-acre site in 1987. Recent tenants at the retail center include Fellowship Foundation Recovery Community Center, Toasted Café, Atlantic Fresh Food Mart, Unique Cutz and Jesse’s Xtreme Sports Bar. About Trademark Developers, Ltd Trademark Developers Ltd. is located at 5432 W Atlantic Blvd. Margate, FL 33063. It is the owner of commercial strip centers. Trademark Developers Ltd. sought Chapter 11 protection (Bankr. N.D. Fla. Case No. 21-17632) on Aug. 3, 2021. In the petition signed by Jean Novak, personal representative of the Estate of Lois McHale Wagner, Trademark Developers Ltd. estimated assets of between $1 million and $10 million and estimated liabilities of between $1 million and $10 million. The case is handled by Honorable Judge Scott M. Grossman. Kevin Christopher Gleason, Esq., of FLORIDA BANKRUPTCY GROUP, LLC, is the Debtors' counsel. TRANSALTA CORP: S&P Affirms 'BB+' ICR on Stable Credit Metrics -------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' long-term issuer credit and senior unsecured debt ratings on TransAlta Corp. S&P's recovery rating remains unchanged at '3' (50%-70%; rounded estimated: 65%), indicating S&P's expectation of meaningful recovery. The stable outlook indicates S&P's view that TransAlta will maintain its FFO-to-debt at about 16%-17% over its outlook horizon, while maintaining an adequate contractual structure with most of its cash flows contracted, between 60%-65% pf projected EBITDA. TransAlta's level of contractedness is adequate and expected to result in good cash flow visibility. S&P views TransAlta's overall level of contractedness as supportive of its credit quality, as it results in good cash flow predictability. About 60%-65% of its EBITDA is contracted under long-term agreements with high-quality counterparties. The company's largest uncontracted segments are its coal and gas facilities and its hydro assets in Alberta. S&P said, "At the same time, we are expecting that TransAlta will continue to employ effective hedging strategies to manage its exposures and mitigate potential cash flow volatility. We are also forecasting that the company's merchant exposure will proportionally decline as it continues to acquire or develop contracted assets." TransAlta should benefit from the positive outlook for the Alberta power market, given its exposure. TransAlta should benefit from robust electricity prices in Alberta, given its exposure and market position. The company is the Province's largest power producer with about 25% market share control. Its hydro fleet also services most of the ancillary services market in Alberta. The Alberta power market has recovered strongly from last year when the demand was impacted by Covid-19 restrictions. Year-to-date, power pool prices have averaged about C$100 per megawatt-hour (/MWh), compared with about C$50/MWh during the same period in 2020. The stronger prices in 2021 are largely driven by improved demand, spurred by a broader economic recovery. The forward curve also suggests that prices should remain adequate over the rest of 2021-2022. Over the longer term, S&P believes that the Alberta power market will remain balanced with adequate supply. This view is largely driven by our assessment of its structural characteristics, including a high level of concentration in terms of market control, its isolated nature and a flexible cogeneration component. TransAlta's credit metrics are projected to remain stable in the 16%-17% range, as the company is still financing significant capital expenditures and acquisitions. S&P said, "TransAlta's FFO to debt is projected to slightly improve over our outlook horizon to about 16%-17%, from about 14.5% at the end of 2020. The slight decline in 2020 was largely driven by lower power prices and generation due to planned outages. We are now projecting adjusted EBITDA of about C$1.0-C$1.1 billion over our outlook horizon, due to forecasted robust contribution from the hydro assets and adequate pricing in the Alberta power market." At the same time, TransAlta is expected to continue spending on multiple growth initiatives, which will be partially debt-financed. The company has also been actively pre-funding its growth/gas conversion pipeline, such as the AUD$800 million at the South Hedland power station. The company is currently sitting on a substantial amount of cash to fund these initiatives. Its most important capital expenditures remain the conversion of its coal facilities to natural gas. The company is progressing rapidly on that front and expects to be completely off-coal in Alberta by 2022, which will be beneficial from a carbon footprint standpoint. Keephill 3 coal-to-gas conversion is projected to be completed by the end of 2021, with Keephill 2's conversion having been recently completed. The company's largest project, the repowering of Sundance 5 into a combined-cycle unit, is expected to be completed by the end of 2023. At the same time, the company is investing in its renewable strategy. The stable outlook reflects S&P Global Ratings' view that TransAlta will continue to maintain long-term, high-quality contracted cash flows, at 60%-65% of its adjusted EBITDA over our two-year outlook period. S&P sid, "Under our base case scenario, we expect FFO to debt of about 16%-17% in 2021-2022, improving from about 14.5% at the end of 2020. Higher cash flows are projected to drive this improvement, as a high level of capital expenditures is expected to be partially debt-financed. We are also expecting that TAC should continue to benefit from favorable market conditions in Alberta with adequate power prices." S&P said, "We could lower our ratings if we expect the company's FFO to debt to fall below 14% or its debt to EBITDA to increase above 4.75x on a sustained basis. This could likely result from significant declines in power prices in Alberta or significant operating challenges as the company transitions its coal facilities to natural gas-fueled generation. This could also be driven by more aggressive financial policies, either due to higher debt-financed capex or meaningful increases in dividends. We could also lower the ratings it the contractual profile deteriorates such that the level of contractedness falls below 50% of EBITDA on a sustained basis. "We do not expect to take a positive rating action in the near term. However, we could raise the ratings or revise the outlook to positive if TransAlta improved its contractual profile with creditworthy counterparties, while sustaining FFO to debt above 20% and debt to EBITDA below 3.5x." TUPPERWARE BRANDS: Posts $35.6 Million Net Income in Second Quarter ------------------------------------------------------------------- Tupperware Brands Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $35.6 million on $464.7 million of net sales for the 13 weeks ended June 26, 2021, compared to net income of $63.8 million on $397.4 million of net sales for the 13 weeks ended June 27, 2020. For the 26 weeks ended June 26, 2021, the Company reported net income of $80.9 million on $925 million of net sales compared to net income of $56 million on $773.3 million of net sales for the 26 weeks ended June 27, 2020. As of June 26, 2021, the Company had $1.19 billion in total assets, $1.31 billion in total liabilities, and a total shareholders' deficit of $112.8 million. The Company stated, "The negative impact of COVID-19 on net sales in the second quarter of 2021 was mainly the result of partial or country-wide lockdowns of operations in various markets which affected financial results and liquidity. While the duration and severity of this pandemic continues to be uncertain, the Company currently expects that its results of operations in the third quarter of 2021 may also be impacted by COVID-19. The extent to which the COVID-19 pandemic ultimately impacts the Company's business, financial condition, results of operations, cash flows, and liquidity may differ from management's current estimates due to inherent uncertainties regarding the duration and further spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, availability and distribution of vaccines, new variants of the virus, and how quickly and to what extent normal economic and operating conditions can resume." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1008654/000100865421000072/tup-20210626.htm About Tupperware Brands Tupperware Brands Corporation -- http://www.tupperwarebrands.com-- is a global manufacturer and marketer of innovative, premium products through social selling. Product brands span several categories including design-centric food preparation, storage and serving solutions for the kitchen and home through the Tupperware brand and beauty and personal care products through the Avroy Shlain, Fuller Cosmetics, NaturCare, Nutrimetics and Nuvo brands. As of March 27, 2021, the Company had $1.22 billion in total assets, $1.38 billion in total liabilities, and a total shareholders' deficit of $153.3 million. As reported by the TCR on Feb. 12, 2021, Moody's Investors Service withdrew all ratings for Tupperware Brands Corporation including the company's Caa2 Corporate Family Rating. Moody's had withdrawn all of Tupperware's ratings following the company's disclosure on Dec. 3, 2020 that it completed the redemption of all of its outstanding 4.75% senior unsecured notes due June 1, 2021. * * * This concludes the Troubled Company Reporter's coverage of Tupperware Brands Corporation until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. UBER TECHNOLOGIES: S&P Rates New $1.5BB Unsecured Notes 'B-' ------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level and '5' recovery ratings to San Francisco-based mobility, delivery, and freight platform provider Uber Technologies Inc.'s new $1.5 billion unsecured notes, the same as the ratings on the company's other unsecured debt. Uber plans to use the proceeds to partially fund the $2.25 billion purchase of Transplace Holdings Inc. (B-/Stable), a provider of logistics technology and solutions. The balance of the consideration will be satisfied with stock or cash. The acquisition will provide Uber's Freight business with managed transportation software and a set of logistics services that complements what Uber offers. Adding Transplace will add roughly $100 million in EBITDA and opportunities for at least $40 million in synergies, accelerating the Freight segment's path to profitability, which Uber expects to achieve in the fourth quarter of 2022. Uber expects the transaction to close late this year or in the first half of 2022. S&P said, "Our 'B' issuer credit rating and stable outlook are unchanged. Second-quarter earnings were weaker than expected due to incentives to re-engage the driver base, which was not large enough to meet demand in the quarter, resulting higher fares and elongated wait times. Delivery bookings held up better than feared as restaurants reopened in the U.S., further evidence the gains made in the segment during the COVID-19 pandemic are durable. We believe second-half profits will be in line with our prior expectations as driver capacity in Mobility comes into line with demand and Uber trims driver incentives, and Delivery EBITDA continues to improve on scale efficiencies. We expect company EBITDA to approach break even next quarter and be positive in the fourth. We could raise our rating once we gain sufficient confidence that Uber will achieve our 2022 forecast for S&P Global Ratings-adjusted EBITDA above $1 billion and break-even cash flow. For the latest credit rating rationale, see our report published April 8, 2021." ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario assumes a payment default in 2024 because of more intense competition that leads to pricing pressure and margin compression. This, along with greater-than-expected investment in new technologies, exhausts liquidity and--combined with adverse regulatory changes--causes Uber to exit key markets. -- Uber's capital structure consists of a $2.3 billion revolving credit facility, two secured term loans totaling $2.6 billion, and senior unsecured notes and convertibles totaling $6.9 billion, including the proposed Transplace notes. -- Collateral for the secured facilities is limited to first-priority security interests in certain of the company's intellectual property, including all present and future patents, trademarks, copyrights, and applications for patents, trademarks, and copyrights. Additionally, 64% of the equity interest in Uber Singapore Technology Pte. Ltd. is pledged. -- Following a payment default and reorganization, S&P assumes the company's go-forward operations would be pared back primarily to the U.S. -- S&P estimates emergence-level EBITDA of approximately $740 million following a reorganization around its U.S. operations. S&P values the company using a 7x EBITDA multiple, in the higher half of the range we use for software companies, resulting in a net enterprise value of about $4.9 billion after administrative expenses. -- S&P said, "While we believe the collateral package for the credit facilities should give secured lenders a material advantage over unsecured noteholders, the extent of this benefit is difficult to quantify. The facilities do not have liens on all of Uber's assets. Accordingly, we think some portion of the company's enterprise value should be viewed as unencumbered." -- S&P estimates the collateral package captures 70% of the company's value. S&P assumes the remaining 30% would be shared ratably between secured creditor deficiency claims and unsecured noteholders. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: $740 million -- EBITDA multiple: 7x -- Revolving credit facility: 85% drawn at default Simplified waterfall -- Net enterprise value (after 5% administrative costs): $4.9 billion -- Valuation split (collateral/noncollateral): 70%/30% -- Value available to first-lien debt claims (collateral/noncollateral): $3.5 billion/$200 million -- Total secured claims outstanding at default: $4.5 billion --Recovery expectations: 70%-90% (rounded estimate: 80%) -- Value available to unsecured lenders: $1.3 billion -- Unsecured debt claims: $7.1 billion --Recovery expectations: 10%-30% (rounded estimate: 15%) All debt amounts include six months of prepetition interest. US REAL ESTATE: Wins Continued Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas authorized Eric L. Johnson, the Chapter 11 Trustee in the bankruptcy cases of US Real Estate Equity Builder, LLC, and US Real Estate Equity Builder Dayton, LLC, to use cash collateral on an interim basis to pay expenses based on the Debtors' budgets and pay the fees owed the U.S. Trustee. The Chapter 11 Trustee asserts that an immediate need exists for him to use Cash Collateral in order to continue to pay necessary and ordinary business expenses. The Trustee further asserts his inability to use the Cash Collateral would immediately and irreparably harm the Debtors, the bankruptcy estates, and their creditors. Pursuant to the Court's order, the Trustee was directed to file a new proposed budget at least 30 days prior to the expiration of the budget currently in place. Additionally, during a budget period, the Trustee may file a modified budget to reflect changes in both income and expenses of the Debtors. Various lenders assert a security interest in the Cash Collateral which include PS Funding, Inc., Joseph and Carolyn Winblad, and Anchor Loans, LP. As additional adequate protection of the Secured Parties' interests, and the use of the Cash Collateral, the Court order provides that the Chapter 11 Trustee will make adequate protection payments to the Secured Parties in the amounts set forth in the Budget. The Secured Parties will apply the Adequate Protection Payments as set forth in the loan documents. In the event the respective Secured Creditor is found not to hold a claim secured by a first priority and unavoidable security interest in the Cash Collateral or such claim or lien is equitably subordinated, the Adequate Protection Payments will be subject to disgorgement. The Adequate Protection Payments will be due the 15th day of the month for which they are budgeted. Moreover, the Court granted the secured parties an administrative expense claim under Section 503(b) of the Bankruptcy Code to the extent their liens in post-petition rents prove inadequate to protect them from a demonstrated diminution in value of their collateral positions from the Petition Date. The secured parties' liens and the superpriority claim, however, will be subject to a carve out for U.S. Trustee and Court fees, Trustees' expenses, excluding professional fees. * * * The Court originally set an August 5 hearing to consider the Debtors' motion on a final basis. On August 2, the Chapter 11 trustee filed proposed September 2021 budgets for US Real Estate Equity Builder, LLC and for USREEB Dayton, LLC. In the event objections to the proposed budgets are filed, a non-evidentiary hearing will be conducted telephonically on September 16 at 2:30 p.m. US Real Estate Equity Builder projects $3,470 in Total Operating Cash Disbursements in September. A copy of the budget is available at https://bit.ly/3AtMgDj from PacerMonitor.com. USREEB Dayton projects $700 in Total Operating Cash Disbursements in September. The Trustee explains he has closed on the sales of the USREEB Dayton properties and does not have ongoing operational expenses. The Trustee will file motions to pay for non‐budgeted expenses. The Court has already authorized reimbursement of the bond premium. The Trustee may file a modified budget as he completes his reconciliation with the property management company, which will include payment of United States Trustee fees. About US Real Estate Equity Builder US Real Estate Equity Builder LLC is primarily engaged in renting and leasing real estate properties. US Real Estate Equity Builder and its affiliate, US Real Estate Equity Builder Dayton, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead Case No. 20-21358) on Oct. 2, 2020. Judge Robert D. Berger oversees the cases. At the time of filing, US Real Estate Equity Builder disclosed $5,281,000 in assets and $13,985,020 in liabilities. US Real Estate Equity Builder Dayton disclosed between $1 million and $10 million in both assets and liabilities. George J. Thomas, Esq., at Phillips & Thomas LLC, is the Debtors' legal counsel. The Office of the U.S. Trustee appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Sader Law Firm. Eric L. Johnson, the court-appointed Chapter 11 trustee, is represented by Spencer Fane LLP. VERICAST CORP: Moody's Rates 1st Lien Loans 'Caa1', Outlook Neg. ---------------------------------------------------------------- Moody's Investors Service rated Vericast Corp.'s proposed amended and extended term loan and first lien secured notes at Caa1 and affirmed the company's existing ratings, including the Caa3 corporate family rating. The outlook remains negative. The rating actions are prompted by the company's announcement [1] of a debt refinancing intended to extend its existing debt maturities. Vericast intends to repay approximately $268 million of the existing first lien term loan while extending its maturity to 2026, subject to certain springing maturities, and issue $465 million of first lien secured notes due 2026. The proposed term loan amend/exchange transaction and the new first lien notes issuance will be part of a broader debt exchange, including an exchange of the existing first lien secured due 2022 and 2024 notes into a mix of $733 million first lien secured notes due 2026 and approximately $440 million second lien secured notes due 2027. If the amendment of the senior secured term loan proceeds as outlined, Moody's expects to consider it a distressed exchange, which is a default under Moody's definition Moody's expects to append a limited default (/LD) designation to Vericast's Probability of Default (PDR) if the exchange is completed. To the extent the proposed refinancing is completed timely, consistent with the proposed terms and absent any other material changes to the credit profile, with significant majority of the existing term loan exchanged or repaid and all of the $800 million notes due 2022 exchanged or repaid, Moody's would consider upgrading the post-exchange corporate family rating to Caa1 and probability of default rating to Caa1-PD and changing outlook to stable. The Caa1 ratings assigned to the proposed first lien senior secured term loan and notes are contingent upon closing of the transaction as outlined and are based on Moody's expectation for a post-exchange Caa1 CFR. Affirmations: Issuer: Vericast Corp. Corporate Family Rating, Affirmed Caa3 Probability of Default Rating, Affirmed Caa3-PD Senior Secured Bank Credit Facility, Affirmed Caa3 (LGD4) Senior Secured Regular Bond/Debenture, Affirmed Caa3 (LGD4) Assignments: Issuer: Vericast Corp. Senior Secured 1st Lien Bank Credit Facility, Assigned Caa1 (LGD3) Senior Secured 1st Lien Regular Bond/Debenture, Assigned Caa1 (LGD3) Outlook Actions: Issuer: Vericast Corp. Outlook, Remains Negative RATINGS RATIONALE The existing Caa3 CFR is pressured by a debt-heavy capital structure that is subject to high near-term refinancing risks. A timely completion of the proposed refinancing, consistent with the proposed terms and absent any other material changes to the credit profile, with significant majority of the existing term loan exchanged or repaid and all of the $800 million notes due 2022 exchanged or repaid, would substantially extend the debt maturity profile and alleviate near term refinancing concerns. Vericast's credit profile reflects its significant level of business risk due to secular declines in both its check and Valassis' print based advertisement businesses and a shareholder-friendly financial strategy. The company's high leverage and heavy debt service costs limit financial flexibility to effectively mitigate the secular business risks. Vericast has limited product diversity and a concentrated customer base in the Harland Clarke business. Check order volumes face secular pressures that Moody's believes will continue and would likely accelerate due to the wide and growing adoption of less costly and more convenient electronic, on-line and mobile payment alternatives. This trend is evidenced by Vericast's financial institutions check volumes declining at an average rate of 6.1% for the past three years and 7.5% drop in 2020. Vericast has mitigated the volume declines in part by pricing increases and also with packaging changes, cost reductions, new product development and enhancements. Moody's believes that continued pricing increases could ultimately render check usage prohibitively expensive, with the potential to accelerate volume declines that will likely lead to erosion in the company's revenue base. The on-going shift to new technologies continues to pose a threat to the check printing businesses. The Valassis division faces pressure from the secular demand shift of advertisers' marketing spend to internet-based / digital media channels, as well as the ensuing pricing pressure on traditional print-based media, that was further exacerbated by the COVID-19 outbreak. The company's digital revenue is growing but is still small, representing less than 10% of its 2020 revenues. Moody's does not expect the structural pressures on the company's business to ease in the future. Any acceleration in the pace of decline in check or print advertising revenue could exceed any growth in the much smaller digital revenue. Vericast's leverage, with Moody's adjusted Debt/EBITDA at 5.6x at LTM Q2 2021, is high, considering the secular pressures in its business model. Moody's projects that the company's leverage will not change materially from its current level absent aggressive cost reduction, although some volume recovery from the COVID-related pandemic will support EBITDA and revenue growth in late 2021 and 2022. The ratings continue to garner support from the company's large scale, strong relationships with its clients and multi-year contracts varying between 2-4 years for most of its clients, and strong market positions in the print advertisement and check printing businesses. Management demonstrated its ability to cut costs and grow revenues notwithstanding the pressure from declining check volumes in the past, which had resulted in a good track record of cash flow generation historically. Vericast believes its focus on helping financial institution clients grow deposit accounts creates a value-added relationship that improves customer retention. Moody's views Vericast's liquidity as weak but the liquidity position would improve if the vast majority of 2022 maturities are refinanced as part of the transaction. However, should the proposed refinancing transaction result in material unexchanged debt stubs due in 2022, the company will be likely need to seek external liquidity to meet its 2022 debt maturities. Moody's expects the company to generate break-even to positive free cash flow over the next 12-18 months. ESG CONSIDERATIONS Social risks taken into Vericast's ratings include the aforementioned evolving demographic and social trends and changing consumer preferences. The company faces secular declines in both its check and Valassis' print-based advertisement businesses. Technological advancement is impacting the way customers and businesses prefer to pay or be paid, impacting the company's check printing business. Due to ongoing digitalization for some key advertising-related end products, Moody's consider Vericast's longer-term risk of digital substitution when assessing the company's business strength. The company's aggressive financial policy is a key governance risk. As part of the proposed recapitalization, the tax sharing agreement between the parent MacAndrews & Forbes Holdings, Inc. ("MacAndrews") and its subsidiaries, including Vericast, will be amended and restated and a portion of tax receivable owed to Vericast by MacAndrews could be cancelled on a cashless basis for no consideration. At the end of Q2 2021 and Q4 2020, the company had net receivables of $120 and $137 million, respectively, Moody's views this move as akin to Vericast's FY2017 termination of the $175 million loan to MacAndrew without repayment. Vericast has a track record of sponsor friendly transactions that have continued even as the company had underperformed expectations. STRUCTURAL CONSIDERATIONS The proposed first lien senior secured note due 2026 and the amended and extended first lien secured term loan due 2026 are rated Caa1 and reflect the expected post-exchange Caa1-PD expected probability of default rating, an average expected family recovery rate of 50% at default given the mix of first and second lien secured debt in the post-exchange capital structure, and the particular instruments' ranking in the capital structure. The negative outlook reflects the uncertainty surrounding the company's ability to amend and extend its term loan and refinance its the senior notes such that the company's capital structure becomes sustainable. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Vericast's post-exchange CFR is expected to be upgraded to Caa1 if the company can complete the recapitalization transaction resulting in a sustainable capital structure with an extended debt maturity profile and supportive of adequate liquidity. Failure to refinance the 2022 and 2023 maturities as part of the proposed refinancing could lead to a downgrade. The principal methodology used in these ratings was Media published in June 2021. Headquartered in San Antonio, TX, Vericast Corp. ("Vericast") is a provider of check and check related products, direct marketing services and customized business and home office products. Its Valassis division offers clients mass delivered and targeted programs to reach consumers primarily consisting of shared mail, newspaper and digital delivery in addition to coupon clearing and other marketing and analytical services. The company's LTM Q2 2021 revenue was $2.6 billion. Vericast is owned by MacAndrews & Forbes Holdings, Inc. ("MacAndrews"), a wholly owned entity controlled by Ronald O. Perelman. VERICAST CORP: S&P Places 'CCC' ICR on Watch Pos. on Refinancing ---------------------------------------------------------------- S&P Global Ratings placed Vericast Corp.'s 'CCC' issuer credit rating on CreditWatch with positive implications. If the transaction closes as proposed, it will raise the rating to 'CCC+'. S&P said, "We are placing our 'CCC' rating on the company's proposed amended first-lien term loan on CreditWatch with positive implications. If the transaction closes as proposed, we will raise the issue-level rating to 'B-', in line with the proposed first-lien notes. "We are assigning our 'B-' issue-level rating to the company's proposed first-lien notes and our 'CCC-' issue-level rating on the company's second-lien notes." The proposed refinancing would alleviate the company's near-term liquidity risk. Vericast plans to refinance its debt structure with an amended $1.15 billion first-lien term loan, new first-lien notes of about $1.2 billion, and new second-lien notes of roughly $440 million. Both the first- and second-lien notes will be completed through a series of exchanges with the existing first-lien 8.375% notes due 2022 and first-lien 12.5% notes due 2024. In addition, a portion of the $1.2 billion new first-lien notes will comprise an offering of new-money notes in addition to the exchanges. The company will use the proceeds from the new-money first-lien notes to partially pay down the asset-based lending (ABL) facility and first-lien term loan. The amended first-lien term loan and new first-lien notes will mature in 2026 and the new second-lien notes will mature 2027, which will be positive for the company's near-term maturity risk; specifically its risk of a payment default in the next 12 months. However, if the current 8.375% first-lien notes due 2022 are not fully exchanged and there remains a stub portion greater than $100 million, the amended first-lien term loan's maturity will spring to May 2022. We believe that if the springing maturity on the term loan remains active because of outstanding 2022 notes substantially greater than $100 million, the company's liquidity would likely remain pressured because of limited pro forma cash balances and availability under its ABL. Under this scenario, S&P would not raise its issuer credit rating above 'CCC'. Importantly, the proposed debt exchanges will be completed at a premium, provide increased interest rates, and include a subordination fee for the second-lien debt exchange. S&P said, "As a result, we do not view this transaction as a distressed exchange because even though the company's credit quality is poor, lenders are being adequately compensated. However, if there are material changes in the deal such that lenders are not being adequately compensated in these exchanges, we could revise our assessment." The company's operating performance remains challenged and its leverage will remain elevated above 6x. Despite the positive impact of the proposed refinancing on near-term liquidity, Vericast's credit metrics will remain poor with elevated leverage above 6x and low free operating cash flow (FOCF) to debt around 3% over the next two years. S&P said, "We expect these credit metrics to remain poor because, in our view, the company has a limited ability to substantially increase its EBITDA and cash generation due to the secular decline in the print industry, where it derives 90% of its revenue from print-related products. We believe some of its product groups, such as shared mail, will report increased organic revenue during the anticipated economic recovery over the next 12 months, but we expect the expansion in its consolidated organic revenue to be limited to the low-single-digit-percent area in 2021 and 2022, well below our GDP growth expectations." S&P said, "We anticipate the company will offset some of these pressures through cost-management initiatives, which will allow it to improve its consolidated adjusted EBITDA margins toward the 17% area over the next two years. However, we highlight that the proposed capital structure includes substantial annual interest expense of over $260 million and proposed mandatory debt amortization payments of roughly $75 million. In our opinion, these substantial debt-servicing costs will result in thin cash flows over the next several years and a limited ability to build cash on its balance sheet, thus leaving it reliant on its existing cash balances and ABL availability to support liquidity needs. As a result, we view the company as dependent on favorable business and economic conditions to meet its financial commitments long term, and thus view the capital structure as unsustainable. "The positive CreditWatch listing reflects our expectation that we could raise our issuer credit rating on Vericast to 'CCC+' from 'CCC' if the refinancing transaction is completed as proposed because it would alleviate the company's near-term debt maturities. An upgrade is dependent on substantially all of the 8.375% notes due 2022 being exchanged for new notes due 2026 or 2027. We intend to resolve the CreditWatch listing once the company completes its transactions, which we expect will occur in the next 45 days." VERITAS HOLDINGS: S&P Affirms 'B-' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on U.S.-based enterprise information management software provider Veritas Holdings Ltd. and issuer subsidiaries Veritas US Inc. and Veritas Bermuda Ltd., which S&P expects to be named Veritas NL Intermediate Holdings B.V. going forward. S&P said, "At the same time we revised our recovery rating to '3' from '2' and lowered the issue-level rating to 'B-' from 'B' on the secured debt because of the diminished subordinated debt cushion in the capital structure. Our recovery and issue level ratings on Veritas' unsecured notes remain '6' and 'CCC' respectively. "The stable outlook reflects our expectation for stabilizing revenue trends, operating expense normalization to support margins in the low- to mid-30% range, and maintenance of sizable cash balances over the next 12 months. "Veritas' revenues declined 3%-5% annually over the past few years and we expect growth challenges to continue, even as global information technology (IT) spending growth of about 9% in 2021, up from about 6%, provides a favorable backdrop for enterprise IT investments. Despite data growth stemming from new workloads and multi-cloud environments and requirements to protect data amid IT transformation and security threats, Veritas' revenue has persistently declined over the past few years. While we expect flattish revenues in fiscal 2022 and declines to stabilize, Veritas will continue to face growth challenges longer term. It has meaningful exposure to mature backup and recovery software and appliances that are facing competition from cloud offerings, including software-as-a-service vendors. The company derives about 70% of revenues from data protection offerings. These include the company's core NetBackup, Integrated Appliances and more challenged Backup Exec offering. Additionally, digital transformation trends underway will also create some uncertainty in operational performance and demand in the near-term, though the company's significant base of recurring maintenance revenues (about 65% of the total) provide somewhat predictable cash flow. "The stable outlook reflects our expectation for stabilizing declines, and steady enterprise demand for backup and recovery services will lead to flat revenue growth over the next year. The company's cost-reduction efforts should support EBITDA margins in the mid-30% area and good FOCF of about $235 million in fiscal 2022. The outlook also reflects Veritas' sizable cash balances that provide flexibility to reinvest in the business and make tuck-in acquisitions while maintaining adjusted leverage of about 7x." S&P could lower the rating if: -- Revenue erosion accelerates because of stronger competition in data protection markets or worsening macroeconomic factors that hurt demand, and profitability declines such that FOCF is break-even after debt service; and -- Veritas' liquidity position is diminished with weak interest coverage of 1x. An upgrade is unlikely over the next 12 months because of the company's high leverage and revenue growth challenges. S&P could consider an upgrade over time if Veritas: -- is on a trajectory to achieve modest revenue growth over the next couple of years; -- maintains EBITDA margins above 30% while reinvesting the business; and -- Reduces adjusted leverage and keeps it in the low-7x area and maintains FOCF to debt above 5%. W.R. GRACE: S&P Rates New $955MM Senior Unsecured Notes 'CCC+' -------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level and '6' recovery ratings to W.R. Grace Holdings LLC's proposed $955 million senior unsecured notes due 2029. The '6' recovery rating indicates its expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default. S&P said, "We expect the company to use the proceeds from the notes issuance to partially fund its acquisition by U.S.-based Standard Industries Holdings Inc. We based the rating on preliminary terms and conditions. "Our 'B' issuer credit rating, stable outlook, and existing 'B' issue-level ratings on the company's $450 million revolving credit facility, $1,450 million senior secured term loan, and exchanged senior secured notes are unchanged." WASHINGTON PRIME: Cancels Bankruptcy Auction Due to Lack of Bids ---------------------------------------------------------------- Law360 reports that mall landlord Washington Prime Group has told a Texas bankruptcy court that its attempt to market its assets attracted no qualified bids, and it will instead be seeking approval for a $721 million equity-swap Chapter 11 plan by the end of August 2021. In a notice filed Thursday, August 5, 2021, Washington Prime said it canceled an auction that had been scheduled for Friday after it received no qualified offers before Wednesday's bid deadline. About Washington Prime Group Washington Prime Group Inc. (NYSE: WPG) -- http://www.washingtonprime.com/-- is a retail REIT and a recognized leader in the ownership, management, acquisition and development of retail properties. It combines a national real estate portfolio with its expertise across the entire shopping center sector to increase cash flow through rigorous management of assets and provide new opportunities to retailers looking for growth throughout the U.S. Washington Prime Group and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-31948) on June 13, 2021. At the time of the filing, Washington Prime Group's property portfolio consists of material interests in 102 shopping centers in the United States totaling approximately 52 million square feet of gross leasable area. The company operates 97 of the 102 properties. As of March 31, 2021, Washington Prime Group had total assets of $4.029 billion against total liabilities of $3.471 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as lead bankruptcy counsel; Jackson Walker, LLP as co-counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Guggenheim Securities, LLC as investment banker; Deloitte Tax, LLP as tax services provider; and Ernst & Young, LLP as auditor. Prime Clerk LLC is the claims agent, maintaining the page http://cases.primeclerk.com/washingtonprime SVPGlobal, the Debtors' lender, tapped Davis Polk & Wardwell, LLP and Evercore Group, LLC as its legal counsel and investment banker, respectively. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors in the Debtors' cases on June 25, 2021. Greenberg Traurig, LLP serves as the creditors committee's legal counsel. On July 15, 2021, the U.S. Trustee appointed an official committee of equity security holders. The equity committee is represented by Porter Hedges, LLP and Brown Rudnick, LLP. WB SUPPLY: Wins Continued Access to Cash Collateral --------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized WB Supply LLC to use cash collateral from August 5, 2021, through the date which is the earliest to occur of: a. the expiration of the Remedies Notice Period; and b. the date that is 30 days from the date of the current Interim Order if the Court has not entered the Final Order on or before such date. The Debtor may use Cash Collateral during the specified period to (i) finance working capital needs and for any other general corporate purposes; and (ii) pay related transaction costs, fees, liabilities and expenses and other administration costs incurred in connection with the bankruptcy case. Before the Petition Date, the Debtor, as borrower is a party to a Senior Secured Promissory Note (Second Lien), dated September 11, 2020 with Holdings. The Debtor was indebted to the Secured Party pursuant to the Second Lien Note in the aggregate principal amount of at least $3,967,352 as of the Petition Date, plus accrued and unpaid interest thereon, any additional fees and expenses due under the Second Lien Note. The Secured Party holds a fully perfected security interest in and lien on all of the Debtor's right, title, and interest in all Collateral, pursuant to the Second Lien Loan Documents, to secure the Second Lien Secured Claim. All of the Debtor's Cash Collateral is proceeds of Second Lien Collateral. As adequate protection for the Debtor's use of Cash Collateral: a. the Secured Party is granted a continuing valid, binding, enforceable and perfected, replacement liens on and security interests in all of the Debtor's property and assets, provided, however, that the attachment of replacement liens to vehicles with certificated titles, or any remaining proceeds thereof, is subject to entry of the Final Order. The replacement liens shall be subordinate only to (i) the Senior Liens and the Adequate Protection Senior Liens of the Senior Agents; and (ii) the Carve-Out, and shall otherwise be senior to all other security interests in, liens on, or claims against any asset of the Debtor and all rights of payment of all other parties in the Case or any Successor Case; b. the Secured Party is granted an allowed super-priority administrative expense claim against the Debtor and its estate for all Adequate Protection Obligations; and c. the Debtor is directed to pay to the Secured Party all present and future reasonable and documented postpetition costs, fees, charges and expenses of the Secured Party related to the Second Lien Obligations or the Debtor's bankruptcy case following receipt of invoices relating to the same. The Second Lien Obligations and all Second Lien Collateral shall be subject to the payment of the Carve-Out to the extent there are not sufficient unencumbered funds in the Debtor's estate to pay such amounts at the time payment is required to be made. The Carve-Out is the sum of: (a) all fees payable to the Clerk of the Court and to the Office of the United States Trustee, plus interest at the statutory rate; (b) all reasonable fees and expenses up to $25,000 in the aggregate incurred by a trustee under Section 726(b) of the Bankruptcy Code; (c) to the extent allowed by the Court, unpaid fees and expenses incurred by persons or firms retained by the Debtor and the Committee at any time before delivery a Carve-Out Trigger Notice, capped by the amounts set forth in the Budget for each Professional Person; and (d) Allowed Professional Fees of Professional Persons up to an aggregate amount of $100,000 incurred after delivery of the Carve-Out Trigger Notice. A copy of the interim order is available for free at https://bit.ly/2VC5OGs from Stretto, claims agent. A final hearing on the Debtor's use of cash collateral will be held on August 25, 2021, at 10 a.m., prevailing Eastern Time. About WB Supply WB Supply LLC is a privately held pipe and supply company based in Pampa, Texas. Founded in 1971, WB Supply has grown to more than a dozen locations in multiple states, including Texas, Oklahoma and New Mexico. WB Supply sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10729) on April 20, 2021. At the time of filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Chipman Brown Cicero & Cole, LLP as its legal counsel, Great American Global Partners, LLC as liquidation agent, and EHI, LLC, a division of KBF CPAS LLP, as restructuring advisor. EHI President Edward Hostmann serves as the Debtors chief restructuring officer. Stretto is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors case on April 29, 2021. The committee is represented by William A. Hazeltine, Esq. WHEEL PROS: $175MM Incremental Loan No Impact on Moody's B3 CFR --------------------------------------------------------------- Moody's Investors Service says that Wheel Pros, Inc.'s $175 million incremental term loan for acquisitions is credit negative as the company continues an aggressive financial policy of debt-funded actions following the its recent recapitalization during the first half of 2021. The ratings, including its B2 first-lien secured term loan rating and B3 corporate family rating, are unaffected at this time. The outlook remains stable. Wheel Pros' financial leverage is elevated at about 7x debt/EBITDA on a pro forma basis for the twelve months ending June 2021 (Moody's estimate). Moody's expects debt/EBITDA to trend toward the mid-6x level by the end of 2021 as earnings growth continues with strong organic demand. Financial leverage will likely stay above 6x debt/EBITDA on a run-rate basis as Moody's expects the company to remain aggressive in pursuing acquisitions. Therefore, there is little cushion in the company's credit profile to withstand earnings pressure or a weakening in its free cash flow generation, which Moody's expects to be at least 3% of total debt in 2021. Wheel Pros, headquartered in Greenwood Village, Colorado, is a wholesale distributor of custom and proprietary branded wheels, performance tires and related accessories in the aftermarket automotive segment. The company is owned by an affiliated fund controlled by private equity financial sponsor Clearlake Capital Group, L.P. Management reported revenues for the twelve months ending March 31, 2021 of approximately $1.1 billion. WR GRACE: Moody's Rates New $955MM Senior Unsecured Notes 'B3' -------------------------------------------------------------- Moody's Investors Service has assigned a B3 rating to W.R. Grace Holdings LLC's proposed $955 million senior unsecured note issuance due 2029. The B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1 ratings to the $1.45 billion first lien senior term loan due 2028 and $450 million revolving credit facility maturing 2026 and B3 ratings to the existing senior unsecured notes due 2024 and 2027 remain unchanged. On August 3, Grace commenced an offer to exchange the existing senior unsecured notes due 2024 and 2027, respectively, for new secured notes with the same coupon and maturity date. Moody's will review the ratings on the senior unsecured notes once the results of the exchange offer are disclosed. The outlook is stable. Proceeds from the term loan, an equity contribution of approximately $3.6 billion, $1.05 billion of existing senior, $270 million preferred equity roll-over as well as well as the proposed $955 million senior unsecured notes will be contributed to the $7.0 billion acquisition of W. R. Grace & Co. (W.R. Grace) by Standard Industries Holdings Inc. The ratings are subject to the deal closing as proposed and the receipt and review of the final documentation. "The assigned rating reflects the new senior unsecured notes position in the capital structure with a significant amount of secured debt ahead of it," said Domenick R. Fumai, Moody's Vice President and lead analyst for W.R. Grace Holdings LLC. Assignments: Issuer: W.R. Grace Holdings LLC Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) RATINGS RATIONALE Following the announcement that Grace entered into a definitive agreement to be acquired by Standard Industries Holdings Inc. (Standard Industries) for approximately $7.0 billion, the company is pursuing a recapitalization. Upon completion of the transaction, which is expected to occur in the fourth quarter, Grace will be highly levered and credit metrics will be commensurate with the B2 rating. While Grace is expected to operate independently as a portfolio company, Standard Industries has an aggressive financial policy, including substantial dividend payments to its owners. As Grace transitions from a public company to privately controlled, there will be an increase in corporate governance risks. Grace will no longer be required to file public documents including financial statements and the board of directors will not be required to have a majority of independent directors. Moody's anticipates Grace's results will improve in FY 2021, and as refinery utilization rates continue to recover, it has experienced sequential improvement across all segments. The acquisition of Albemarle's Fine Chemistry Services (FCS) business, which closed on June 1, should provide further revenue and EBITDA growth in FY 2021. Nevertheless, credit metrics are expected to remain more commensurate with the B2 rating category. Moody's projects pro forma adjusted financial leverage (Debt/EBITDA) of 7.7x in FY 2021, which includes a substantial underfunded/unfunded pension liability and leases, as the transaction is expected to add an incremental $1.2 billion of debt on the company's balance sheet. While Moody's does expect further deleveraging over the next several years, additional debt repayments beyond the amortization of the term loan are not factored. The B2 rating is constrained by Moody's expectations that although leverage will decline from current levels, it will remain elevated. The rating further incorporates Moody's view that Grace will maintain an aggressive financial policy under its new owners, which includes a willingness to incur debt to fund strategic acquisitions and prioritize shareholder-friendly activities. The rating factors modest business diversity with a significant emphasis on catalysts, though Moody's believes the recently announced acquisition of Fine Chemistry Services and strategic tuck-ins in Material Technologies will further reduce dependence on catalysts. Grace's B2 rating is supported by strong market positions in several key end markets, including the leader in the global refining catalysts and polyolefin catalyst industries, specialty silica gels, and independent polypropylene licensing technologies. Grace's rating is further underpinned by significant R&D capabilities and favorable industry prospects due to increased global environmental regulations and policies, a focus on sustainability initiatives, as well as positive demographic trends. Grace's business profile also benefits from high barriers to entry, a good operating track record with attractive EBITDA margins, and the ability to generate free cash flow through economic cycles compared to a number of comparably rated peers in the chemical industry. Grace has a good liquidity profile to support operations in the near term, including approximately $312 million of balance sheet cash and roughly $392 million of availability under its $400 million revolving credit facility as of June 30, 2021. Moody's does expect Grace to maintain more moderate cash balances going forward, though this is partially mitigated by expectations that the proposed $450 million revolving credit facility will remain largely undrawn. ESG CONSIDERATIONS Moody's has factored environmental, social and governance risks in Moody's assessment of W.R. Grace's credit profile. Similar to many specialty chemical companies, Grace has high environmental risk. Grace's estimated liability related to legacy environmental response costs totaled approximately $109 million as of December 31, 2020. On the other hand, social risks are considered low to average. Grace has made significant investments including research and development of products such as catalysts that are beneficial to reducing emissions. A growing percentage of the company's sales are tied to sustainability objectives and are positive for both environmental and social causes. Grace is also focusing on incorporating sustainability into their own operations, with strategic initiatives to lower emissions by 22%, reduce energy usage, cut waste by 5% and water consumption by 10% from a 2019 baseline by 2029. Governance risks are above average as Grace will become a private company with a lack of a majority of independent board members, will not be required to file public financial statements and will be controlled by new owners that have an aggressive financial policy. The stable outlook assumes that Grace will successfully de-lever over the next 2-3 years as profitability recovers and the Fine Chemistry Services acquisition is efficiently integrated contributing to additional revenue and EBITDA. Moody's also expects Grace to maintain good liquidity during the rating horizon. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade is unlikely at this time, but Moody's could upgrade the rating with expectations for adjusted financial leverage sustained near 5.5x (Debt/EBITDA), retained cash flow-to-debt sustained above 15% (RCF/Debt) and more balanced financial policies that include gross debt reduction and a commitment from its owners to a more conservative financial policy. An upgrade would also assume a reduction in event risk such that the size of future acquisitions would not raise pro forma leverage meaningfully above 5.0x for a sustained period. Moody's could downgrade the rating with expectations for adjusted financial leverage sustained above 6.5x, or retained cash flow-to-debt sustained below 10%, a significant deterioration in the company's liquidity position, or another large debt-financed acquisition or dividend to shareholders. The principal methodology used in this rating was Chemical Industry published in March 2019. Headquartered in Columbia, MD, upon completion of the transaction, W.R. Grace Holdings LLC will be the parent of W.R. Grace & Co., a manufacturer of specialty chemicals and materials operating in over 60 countries. The company has two reporting segments: Catalysts Technologies and Materials Technologies. Catalysts Technologies is a globally diversified business that includes refining, polyolefin and chemicals catalysts. Materials Technologies includes specialty materials such as silica-based and alumina-based materials used in consumer/pharmaceutical, chemical processes and coatings applications. On April 26, 2021 W.R. Grace agreed to be acquired by Standard Industries Holdings Inc. for $7.0 billion. Grace generated approximately $1.73 billion of sales for the year ended December 31, 2020. Standard Industries Holdings Inc., is the parent of Standard Industries Inc., a leading manufacturer and marketer of roofing products and accessories with operations primarily in North America and Europe. The company manufactures and sells residential and commercial roofing and waterproofing products, insulation products, aggregates, specialty construction and other products. YUNHONG CTI: Agrees to Redemption of Equity Interest in Flexo ------------------------------------------------------------- Yunhong CTI Ltd. had entered into an agreement whereby it agreed to the redemption of all of its equity interests in Flexo Universal S DE RL DE CV, a Mexican corporation, in a transaction whereby the buyer, Kingman Distributions, S.A. DE C.V, a Mexican corporation, will become the majority owner of Flexo. In connection with the transaction, Flexo will purchase and redeem all of Yunhong's equity interests in Flexo in return for a purchase price of $500,000, of which $100,000 is to be paid at the closing of the transaction, and the remainder is to be paid in installments over 12 months following the closing date. The installment obligations are to be secured by a pledge of the assets of Flexo, as well as by guaranties provided by Kingman and Pablo Gortazar, an individual with an ownership interest in Flexo, pursuant to a Guaranty and Security Agreement to be entered into among Yunhong, Kingman, Flexo and Mr. Gortazar at the closing. The closing is conditioned on, among other things, (i) Yunhong being released from all obligations in connection with its guaranty of the real property lease for Flexo's operating location in Guadalajara, Mexico, and (ii) Yunhong repaying its obligations in full to PNC Bank, National Association pursuant to the terms of the Revolving Credit, Term Loan and Security Agreement, dated as of Dec. 14, 2017, as amended between Yunhong and the bank. The transaction will close when all of the closing conditions set forth in the agreement have been satisfied, with closing currently expected to occur on Oct. 10, 2021. About Yunhong CTI Lake Barrington, Illinois-based Yunhong CTI Ltd. -- www.ctiindustries.com -- develops, produces, distributes and sells a number of consumer products throughout the United States and in over 30 other countries, and it produces film products for commercial and industrial uses in the United States. Many of the Company's products utilize flexible films and, for a number of years, it has been a leading developer of innovative products which employ flexible films including novelty balloons, pouches and films for commercial packaging applications. Yunhong CTI reported a net loss of $4.25 million for the 12 months ended Dec. 31, 2020, compared to a net loss of $8.07 million for the 12 months ended Dec. 31, 2019. As of March 31, 2021, the Company had $23.55 million in total assets, $19.72 million in total liabilities, and $3.82 million in total shareholders' equity. New York, NY-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations and will require additional capital to continue as a going concern. In addition, the Company is in violation of certain covenants agreed to with PNC Bank which if not resolved could result in PNC Bank initiating liquidation proceedings. This raises substantial doubt about the Company's ability to continue as a going concern. ZUS TRADING: Medallion Bank Agrees to $225K in 42 Months -------------------------------------------------------- Zus Trading, Inc submitted a Plan of Reorganization. The Debtor's financial projections show that it will have yearly projected disposable income for each year of the period described in Sec. 1191(c)(2) to make Plan payments of approximately $100,000. The final Plan payment is expected to be paid in approximately June 2026. This Plan of Reorganization under Chapter 11 of the Bankruptcy Code proposes to pay creditors of Zus Trading, Inc. from revenues from future operations of the Debtor and also potentially from the sale of its assets. With respect to the Class 2 secured claim of Medallion Bank totaling $225,000, the Debtor will make all required monthly payments to Medallion Bank pursuant to the settlement entered into by and between the Debtor and the Medallion Bank, which provides for payments to begin on or about the date of confirmation. According to the terms of the attached agreement in settlement in full of Obligors' liability to Creditor under the Loan Documents and Proof of Claim, Creditor agrees to accept the sum of $225,000, payable over 42 months. The obligors shall make to Creditor 41 consecutive monthly payments in the amount of $1,000 followed by a balloon payment of all amounts remaining due and unpaid on the 42nd month. Interest shall accrue on the principal balance at the rate of 1% per annum, and shall be amortized on a 30 year schedule. There are no unsecured creditors in this case. The Plan shall be funded by ongoing operations of the Debtor. Counsel to the Debtor: Thomas A. Farinella Law Office of Thomas A. Farinella, PC 260 Madison Avenue, 8th Fl. New York, New York 10016 Tel: (917) 319-8579 Fax: (646) 349-3209 E-mail: tf@lawtaf.com A copy of the Plan of Reorganization dated August 4, 2021, is available at https://bit.ly/3Aoye5O from PacerMonitor.com. About Zus Trading Zus Trading, Inc.'s business is located at 89-11168th Place Jamaica, New York 11432. It sought bankruptcy protection due to a dramatic decline in the value of the taxi medallion, which constituted the collateral of the Medallion Bank loan. Zus Trading, Inc., sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-41664) on March 21, 2019. Law Office of Thomas A. Farinella, PC, is the Debtor's counsel. [*] Davis Polk Advises Morgan Stanley C$1BB Senior Notes Offering ----------------------------------------------------------------- Davis Polk advised Morgan Stanley in connection with its SEC-registered global offering of C$1 billion aggregate principal amount of fixed-to-floating-rate senior notes due 2027. The notes, which are denominated in Canadian dollars, were settled through CDS Clearing and Depository Services Inc. and offered in Canada to qualified purchasers on a private-placement basis. During the floating interest rate period, the notes are linked to Canadian Dollar Offered Rate (CDOR), the inter-bank bid rate for Canadian dollar bankers' acceptances. The Davis Polk corporate team included partner Christopher S. Schell and counsel Michael Steinberg. The tax team included partner Po Sit, counsel David S. Fisher and associate Lucy Mo. Partner Gregory S. Rowland, counsel Sarah E. Kim and associate Sijia Cai provided 1940 Act advice. All members of the Davis Polk team are based in the New York office. ********* 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. 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