/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210813.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, August 13, 2021, Vol. 25, No. 224 Headlines 1106 MONTELLO: Case Summary & 5 Unsecured Creditors 1900 ORCHARD: Gets OK to Tap David Goldwasser of FIA Capital as CRO ABC CARPET & HOME: Scrambles to Stave Off Bankruptcy ACBL & ASSOCIATES: Gets Plan Confirmation Over Equity Objection ADAPTHEALTH CORP: S&P Affirms 'B+' ICR, Outlook Stable ADAPTHEALTH LLC: Moody's Rates New $550MM Sr. Unsecured Notes 'B1' AEROCENTURY CORP: Finds Chapter 11 Reorganization Sponsors AIRSEATRANS LLC: Seeks to Tap Gamberg & Abrams as Legal Counsel ALEX AND ANI: Some Bid Procedures Deadlines on Assets Sale Extended ALGITS INC: Wins Cash Collateral Access Thru Sept 7 AMC ENTERTAINMENT: Bonds Gain After Stronger-Than-Expected Results ANGEL'S SQUARE: Wins Cash Collateral Access ASTON CUSTOM HOMES: All Classes to Get 100% in Plan AU HEALTH: Moody's Lowers Rating on Revenue Bond Debt to Ba1 AVIANCA HOLDINGS: Directors Approved Filing of Reorganization Plan B-LINE CARRIERS: Lender Seeks to Prohibit Cash Collateral Access BAYOU STEEL: Trustee Sued Black Diamond for Looting $30 Million BEAR COMMUNICATIONS: Committee Seeks to Tap Dentons as Counsel BHATT CORP: Wins Cash Collateral Access Thru Jan 2022 BK4 LLC: Plan of Reorganization Confirmed by Judge BOY SCOUTS OF AMERICA: Insurers Seek More Probe on Abuse Claims BUHLER-FREEMAN: Claims Will Be Paid in Full from Rental Income CAESARS ENTERTAINMENT: Moody's Alters Outlook on 'B2' CFR to Stable CBL & ASSOCIATES: Gets Court OK to Exit Bankruptcy Under New Owner CEDAR FAIR: S&P Hikes ICR to 'B' on Improved Attendance Trend CHESAPEAKE ENERGY: Plans to Buy Rival Driller Vine Energy CHESAPEAKE ENERGY: Vine Energy Deal No Impact on Moody's Ba3 CFR CINCINNATI TERRACE: Seeks to Hire Colliers as Property Manager CITY-WIDE COMMUNITY: Gets OK to Hire Capstone as Property Manager COMMSCOPE INC: Moody's Gives Ba3 Rating on New Sr. Secured Notes COMMSCOPE INC: S&P Rates New $1.25BB Senior Secured Notes 'B' COMMUNITY ECO: Committee Taps Dentons Bingham Greenebaum as Counsel DBMP LLC: Judge Questions Asbestos Maneuver of CertainTeed LLC ECLIPSE MIDCO: S&P Assigns 'B-' Rating on New First-Lien Term Loan EDUCATIONAL TECHNICAL: Seeks to Tap C. Conde & Assoc. as Counsel ELECTROTEK CORP: Committee Seeks to Tap Husch Blackwell as Counsel EVO TRANSPORTATION: Late-Filed 10-K Shows $32.7M Net Loss for 2019 EZTOPELIZ LLC: Case Summary & 2 Unsecured Creditors FAMILY FRIENDLY: Wins Cash Collateral Access Thru Sept 30 FIVETOWER LLC: Seeks Approval to Hire Markowitz as Special Counsel FMBC INVESTMENTS: Seeks to Hire Baggott Law as Special Counsel FMBC INVESTMENTS: Taps Dunham Hildebrand as Bankruptcy Counsel FOREST LEAF: Seeks Approval to Hire Raya Construction Group FREIGHT-BASE SERVICES: Seeks to Hire Daniel Anderson as Accountant FREIGHT-BASE SERVICES: Trustee Seeks to Tap Lavelle Law as Counsel GALLERIA OF ST. MATTHEWS: Seeks Sept. 8 Plan Exclusivity Extension GIRARDI & KEESE: Won't Talk at Contempt Hearing of Lion Air GRUPO AEROMEXICO: Reaches Deal With Creditors on Max 737 Leases HI TORK POWER: Wins Cash Collateral Access HOMES BY KC: Hearing on $290K Sale of Atlanta Property on Aug. 17 HOOD LANDSCAPING: Selling Approx. 40-Acre Cook County Land for $90K JANUS INT'L: New Term Loan Add-on No Impact on Moody's B2 CFR KATERRA INC: Volumetric Building to Takeover Manufacturing Plant KOSMOS ENERGY: Incurs $57.2 Million Net Loss in Second Quarter L'INC D'ALINE: Seeks to Hire Michael Jay Berger as Legal Counsel LAJ CONSTRUCTION: Has Deal on Cash Collateral Access LIBERTY MUTUAL: S&P Rates F Jr. Subordinated Notes Due 2051 'BB+' LIMETREE BAY: Court Okays Sept. 2021 Auction, $10 Million DIP Draw LIMETREE BAY: Judge Pushes Lenders to Finance Disputed Loan LIMETREE BAY: Judge Rebukes DIP for Cutting $10 Mil. From Offer LIMETREE BAY: Seeks to Hire Jefferies LLC as Investment Banker LOYE GRADING: Unsecureds Will Get 100% Dividend over 36 Months M&E TRUCK: Plan Confirmation Hearing Reset to Sept. 8 MALLINCKRODT PLC: Ask Court for Add'l 3-Month Hold on Product Suits MANHATTAN HOSPITALITY: Court Approves Disclosure With Modifications MARINETEK NORTH AMERICA: Seeks to Hire David Jennis as Counsel MEMORIAL HOSPITAL OF SWEETWATER: S&P Affirms BB+ Rev. Bonds Rating MICHAEL A. GLEIBER: Seeks to Hire Mancuso Law as Legal Counsel MKL ENTERPRISE: Unsecureds to Get 18 Cents on Dollar in Plan MOON GROUP: Case Summary & 20 Largest Unsecured Creditors MYCELL TECHNOLOGIES: Selling IP Assets to New Age for $30K in Cash NB LOFT: Taps O'Boyle Properties as Investment Banker NEET DREAMS: Court Extends Plan Exclusivity Thru September 27 NEXTGEN TRANSPORTATION: Seeks to Tap Marilyn D. Garner as Counsel NORTONLIFELOCK INC: S&P Places 'BB+' Debt Rating on Watch Negative OCULAR THERAPEUTIX: Incurs $8.5 Million Net Loss in Second Quarter OMEROS CORP: Incurs $28.6 Million Net Loss in Second Quarter ONPOINT OIL: Deadline for Amended Plan Extended to Sept. 7 PACIFIC ENVIRONMENTAL: Taps Michael Jay Berger as Legal Counsel PARFUMS HOLDING: Moody's Alters Outlook on B3 CFR to Positive PARKING MANAGEMENT: Third Amended Plan Confirmed by Judge PG&E CORP: Experiences Rising State Oversight Risk as Fire Spreads PHILIPPINE AIRLINES: Starts Plane's Return Amid Restructuring PIPELINE FOODS: Committee Taps Barnes & Thornburg as Legal Counsel PIPELINE FOODS: Committee Taps Dundon Advisers as Financial Advisor PLAYER'S POKER: Seeks to Hire RubinBrown LLP as Accountant PRAIRIE ECI: S&P Assigns 'BB-' Rating to Unsecured Notes PS ON TAP: Unsecured Creditors to Recover 9% to 23% in 4 Years PURDUE PHARMA: 10-Day Plan Confirmation Trial Set PURDUE PHARMA: Artists Protest Bankruptcy Deal With Sacklers QUANTUM VALVE: U.S. Trustee Appoints Creditors' Committee R.A. BORRUSO: Gets OK to Tap Marlowe Law as Litigation Counsel RED VENTURES: Fitch Raises LT IDRs to 'B+', Outlook Stable REWALK ROBOTICS: Incurs $3.1 Million Net Loss in Second Quarter ROCKVILLE CENTRE: Insurers Ask Court to Access Chapter 11 Claims ROYAL CARIBBEAN: S&P Rates New $1BB Senior Unsecured Notes 'B' RUBY PIPELINE: Debt Talks With Bondholders Reach Impasse SANTA FE ARCHDIOCESE: To Auction Assets for Bankruptcy Settlements SCIENTIFIC GAMES: Posts $113 Million Net Income in Second Quarter SEADRILL LTD: Drilling Contract Agreement Moves Case Forward SEADRILL LTD: Enters Into Settlement Agreement with NOL SEADRILL LTD: Reaches Settlement With Northern Ocean Ltd. SPANISH HEIGHTS: Expects $45K Per Month Lease from SJC Ventures SPRINGFIELD HOSPITAL: Struggling in Recovering from Bankruptcy SUMMIT GAS: Asks Court to Set Hearing on Sale of Gas Leases TABOOLA INC: Moody's Assigns First Time B1 Corporate Family Rating TABOOLA.COM LTD: S&P Assigns 'B+' ICR, Outlook Stable TALLGRASS ENERGY: Fitch Alters Outlook on 'BB-' LT IDR to Stable TALLGRASS ENERGY: Moody's Rates New $500MM Unsecured Notes 'B1' TCP INVESTMENT: Wins Cash Collateral Access Thru Aug 28 TEEFOR2 INC: Unsec. Creditors to Get $10K per Month for 36 Months TENET HEALTHCARE: Fitch Alters Outlook on 'B' IDR to Positive TEXAS TAXI: Seeks to Hire Fuqua & Associates as Legal Counsel TIMBER PHARMACEUTICALS: Incurs $3M Net Loss in Second Quarter TONOPAH SOLAR: Supreme Court Justices Vacate Project Books Ruling TRINITY AFFORDABLE: S&P Lowers Rating on Revenue Bonds to 'B+ U-HAUL CO: Lowers Break-up Fee w/ UHI; Resolves Trustee's Objection VALUE VILLAGE: Gets OK to Hire Harold E. Campbell as Legal Counsel VERSO CORP: Creates Committee to Review $650-Mil. Takeover Bid VILLAGES HEALTHCARE: Lender Seeks to Prohibit Cash Collateral Use VINE ENERGY: Moody's Puts B2 CFR Under Review for Upgrade WASATCH CO: Case Summary & 4 Unsecured Creditors WASHINGTON PRIME: Equity Committee Taps Brown Rudnick as Counsel WING DINGERS: Has Emergency Access to Cash Collateral Thru Sept. 2 WP REALTY: Seeks to Hire Newmark & Company Real Estate as Broker YACHT CLUB: Trustee Seeks to Hire Roger Wrestler as Accountant ZAYAT STABLES: Owner's Bankruptcy Lawyers Will Stay Until Oct. 2021 [*] Real Consequences of Bankruptcy Changes for Tort Claimants [*] Sept. 14 Auction Set for Hans Christian Christina 52' Sailboat [*] U.S. Oil and Gas Bankruptcies Declined as Crude Recovers [^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS ********* 1106 MONTELLO: Case Summary & 5 Unsecured Creditors --------------------------------------------------- Debtor: 1106 Montello LLC 1108 Montello Avenue, NE Washington, DC 20002 Business Description: 1106 Montello LLC The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: August 12, 2021 Court: United States Bankruptcy Court District of Columbia Case No.: 21-00209 Debtor's Counsel: Craig Young, Esq. KUTAK ROCK LLP 1625 Eye Street, Suite 800 Washington, DE 20006 Tel: (202) 828-2328 E-mail: craig.young@kutakrock.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Justin Thornton as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/S5AYDBQ/1106_Montello_LLC__dcbke-21-00209__0001.0.pdf?mcid=tGE4TAMA 1900 ORCHARD: Gets OK to Tap David Goldwasser of FIA Capital as CRO ------------------------------------------------------------------- 1900 Orchard Holdings LLC received approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ FIA Capital Partners, LLC and its principal, David Goldwasser, as chief restructuring officer. FIA will render these services: (a) assist with administering the Debtor's Chapter 11 case; (b) oversee the preparation of all Chapter 11 reporting; (c) pursue negotiations with the lender and lender's representative to restructure the mortgage; and (d) assist with formulation of a plan of reorganization or other exit strategy. Mr. Goldwasser received a pre-bankruptcy retainer of $10,000 from the Debtor. FIA will get a monthly fee of $5,000 and a per diem fee of $1,500 for travel to court, plus reimbursement for expenses incurred. Mr. Goldwasser disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Goldwasser FIA Capital Partners, LLC 7280 West Palmetto Park Road, Suite 106-N Boca Raton, FL 33433 Telephone: (561) 417-3725 Facsimile: (866) 353-6360 About 1900 Orchard Holdings 1900 Orchard Holdings LLC, a single asset real estate debtor based in Brooklyn, N.Y., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-40529) on Feb. 28, 2021. At the time of the filing, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. The Debtor tapped Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP as legal counsel and FIA Capital Partners, LLC and its principal, David Goldwasser, as chief restructuring officer. Wells Fargo Bank, National Association, as trustee for the benefit of the holders of CFCRE 2016-C7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C7, is represented by Christopher P. Schueller, Esq., at Buchanan Ingersoll & Rooney PC. ABC CARPET & HOME: Scrambles to Stave Off Bankruptcy ---------------------------------------------------- Lisa Fickenscher of The New York Post reports that swanky furniture retailer ABC Carpet & Home is scrambling to stave off bankruptcy in the wake of the pandemic, The Post has learned. The 125-year-old outlet -- known for its luxurious stash of home goods, from $375 velvet throw pillows to $12,000 silk-and-wool rugs -- recently retained an investment bank and a top restructuring lawyer to help it stay afloat, according to sources. The company is "exploring whether bankruptcy makes sense," said a source with knowledge of the situation, adding that fourth-generation owner Paulette Cole has personally poured millions of dollars into the business to keep it going during the pandemic. Despite the cash infusions, the store's inventory has been slashed, the source said. ABC is likewise locked in a dispute with its landlord over $1 million in rent that threatens the lease at its flagship store in Manhattan’s Flatiron District, the company confirmed to The Post. The home furnishings destination -- dubbed New York's "most magical home store" by House Beautiful magazine in 2019 -- retained investment firm B. Riley Financial earlier this year to help it explore strategic options and secure financing, sources said. B. Riley has helped ABC find some cash, according to the source with knowledge of the situation. But apparently it's not enough, as the retailer more recently tapped Oscar Pinkas, head of Greenberg Traurig's restructuring practice, sources said. If ABC can't secure more funds and renegotiate its debts with vendors and landlords, it may be forced to file for Chapter 11 — and possibly liquidate its business, the source added. An ABC spokesperson confirmed the retailer has retained B. Riley and Greenberg Traurig "to handle strategic legal and financial matters concerning the past year's, 2020, many challenges." The spokesperson didn't address whether it's exploring bankruptcy. Known for its brightly colored furnishings and exotic collection of rugs from India, Morocco and China, ABC was hit hard by the pandemic, which forced it to shutter its flagship store and an outlet store in Brooklyn in March 2020. ABC reopened its four-floor flagship store at 888 E. 19th St. last year — but to a city devoid of many of the well-heeled customers and tourists who used to frequent its halls, which have been likened to a luxury bazaar thanks to its clutter of items stacked high and even dangling from the ceiling. Making matters worse, ABC's business relies on in-person shopping. Despite its lofty prices, the company's Web site is primitive compared with cheaper rivals, with limited capability to zoom in on fabrics, for example. "They don't have the kind of merchandise that lends itself to online sales," said a source close to the company. "Who wants to buy a $10,000 rug without seeing it first?" In an October 2020 interview with the New York Times, owner Cole and ABC Home & Carpet CEO Aaron Rose admitted the retailer was behind in "digital marketing" and would be "gearing up" in that area. Cole, the great-granddaughter of Lower East Side carpet peddler Sam Weinrib, has been shrinking the retailer for several years. In 2018, she closed its three-decade old carpet store across the street from its flagship. And in 2016, Cole shuttered ABC's vast Bronx Warehouse outlet. In 2018, Cole told The Post, "We've been consciously right-sizing the business and being responsive to New York real estate and the online phenomenon. We invested in our online strategy, but we are looking to invest further in that." When Cole closed the carpet store on Broadway, she also inked a deal to sell four of ABC’s six floors at 888 to a real estate firm for $133 million. At the same time, she established an LLC called AMMA421, which became "a sub-landlord for a portion of the store," according to the ABC spokesperson. In July 2021, AMMA421 filed for bankruptcy protection, listing Cole as its principal, court filings show. Now AMMA421 and the building's owner, Columbia Property Trust, are locked in a dispute that could result in ABC losing its flagship lease. "We are closely monitoring the dispute between AMMA421 and its landlord as the outcome could impact our lease," the ABC spokesperson told The Post in a statement. AMMA421 has not been able to pay what it owes to the landlord, according to a Wednesday court filing. The landlord of the flagship building is ramping up pressure on the retailer as well, according to court filings. "The landlord is ready to evict ABC," maybe because "it wants to convert the whole building to condos," said distressed-debt expert Adam Stein-Sapir. ABC may have retained B. Riley, Stein-Sapir added, to find a buyer for the business or solicit new investors. The investment bank could also take a stake in the storied retailer. If ABC is unable to secure more financing, it also has Greenberg Traurig on hand, Stein-Sapir said, "which has a well-known bankruptcy practice." ACBL & ASSOCIATES: Gets Plan Confirmation Over Equity Objection --------------------------------------------------------------- Law360 reports that the Chapter 11 plan of mall owner CBL & Associates received bankruptcy court approval Wednesday in Texas after a judge there overruled opposition from a handful of preferred equity holders that argued the plan rewarded stakeholders with junior interests. During a virtual hearing, debtor attorney Ray C. Schrock of Weil Gotshal & Manges LLP said existing equity holders will receive an 11% share of the new common shares of a reorganized CBL, and it will be split evenly between current holders of preferred and common shares despite those parties not being entitled to receive any recovery at all under the plan. About CBL & Associates Properties 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 four other 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). Another 172 entities sought bankruptcy protection on November 2, 2020, and CBL/Regency I, LLC on November 13. Laredo Outlet Shoppes, LLC filed its Chapter 11 petition on May 26, 2021. The cases are jointly administered with CBL & Associates Properties' case as the lead case. 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. ADAPTHEALTH CORP: S&P Affirms 'B+' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issuer credit rating on home medical equipment provider AdaptHealth Corp. and assigned its 'B' issue-level rating and '5' recovery rating to its senior unsecured debt, including the proposed $550 million notes due 2030. The '5' recovery rating indicates its expectation for modest recovery (10%-30%; rounded estimate: 25%) in a hypothetical default scenario. S&P said, "The stable outlook reflects our expectation that the company will increase its organic revenue by the high-single-digit percent area, reduce its S&P Global Ratings-adjusted leverage below 5x, and generate at least $60 million of free cash flow in 2021. "The affirmation reflects our expectation for revenue of about $2.3 billion, an S&P Global Ratings-adjusted EBITDA margin in the low-20% area, and S&P Global Ratings-adjusted leverage of less than 5x in 2021. We expect AdaptHealth's 2021 revenue to improve on organic growth in the high-single-digit percent area complemented by the contributions from its accretive acquisitions, as well as the inclusion of 11 months of revenue from Aerocare. We also expect 2022 revenue to grow organically in the mid-to-high-single-digit percent range. We expect the organic increase in the company's revenue to be supported by the aging population and a continued rise in the preference for in-home treatment from both patients and payors. "We expect the company to remain acquisitive as it seeks to strengthen its positions in its existing markets and expand into new geographies while maintaining S&P Global Ratings-adjusted leverage in the 4x-5x range. The company completed its acquisition of Aerocare in February 2021 and has undertaken several smaller tuck-in acquisitions since the close of the transaction. We project that the integration of Aerocare will provide AdaptHealth with roughly $30 million of cost synergies in 2021. We also assume acquisition spending of about $150 million-$250 million each year and anticipate that the acquired EBITDA and synergies from these purchases will largely offset the related transaction costs, which will enable it to maintain its EBITDA margin in the 20%-22% range in 2021. Because we view these acquisition and integration expenses as part of the company's ongoing business, we incorporate them when calculating its S&P Global Ratings-adjusted EBITDA. "We continue to believe the COVID-19 pandemic and recent Phillips device recall will have a limited effect on AdaptHealth's operations. While the company continues to ramp up its sleep segment (about 37% of second-quarter 2021 revenue) with new commencement of continuous positive airway pressure (CPAP) services, it has seen the level of activity in most of its other segments--such as respiratory, diabetes, and home medical equipment--return to pre-COVID levels. We expect labor shortages to lead to higher costs for AdaptHealth, though we believe it will largely offset these costs with improved technology efficiencies and its continued expansion. "In addition, we estimate the recent recall of Phillips Respironics' CPAP machines and ventilators could potentially have a negative, but very modest, effect on its topline (up to $30 million) for the balance of 2021. "The stable outlook on AdaptHealth reflects our expectation that it will increase its organic revenue by the high-single-digit percent area, reduce its S&P Global Ratings-adjusted leverage below 5x, and generate at least $60 million of free cash flow in 2021. "We could consider downgrading AdaptHealth if we believe it will maintain S&P Global Ratings-adjusted leverage of more than 5x. This could occur if the company adopts a more aggressive acquisition growth strategy than we expect. We could also downgrade AdaptHealth if it fails to properly integrate and improve the profitability of its acquired businesses or its reimbursement pressure is more pronounced and leads to likely or actual rate cuts. This could cause its EBITDA margin to decline by more than 150 basis points or its S&P Global Ratings-adjusted free operating cash flow to debt to remain at 3% or below. "Although unlikely over the next 12 months, we could consider upgrading AdaptHealth if we believe it can sustain S&P Global Ratings-adjusted leverage of 4x or below. In addition, we could consider upgrading the company when it successfully completes the integration of its recent acquisitions and we become more certain that its expansion strategy will translate to stronger EBITDA margins and improved free cash flow generation." ADAPTHEALTH LLC: Moody's Rates New $550MM Sr. Unsecured Notes 'B1' ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to AdaptHealth, LLC's proposed offering of $550 million senior unsecured notes due 2030. There are no changes the AdaptHealth 's existing ratings including its Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and its SGL-1 Speculative Grade Liquidity rating. The negative outlook is also unchanged. Proceeds from the transaction will be used to repay the company's (unrated) note payable to Blue Mountain (approximately $81 million), to repay amounts outstanding under the revolving credit facility (approximately $255 million), to pay fees and expenses as well as general corporate purposes which may include future acquisitions and other investments. While initially a modestly leveraging transaction, Moody's expects leverage will improve largely as cash proceeds are used to fund moderate 'tuck in' acquisitions. The negative outlook continues to reflect the integration risk associated with the January 2021 acquisition of AeroCare as well as a growth strategy that continues to rely on acquisitions. While AeroCare was only recently acquired, to date integration appears to be on track in terms of integration and operating synergies are being captured. The negative outlook also captures risk that leverage may remain elevated for an extended period if the company continues its pace of acquisitions that are largely debt financed. Assignments: Issuer: AdaptHealth, LLC Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) RATINGS RATIONALE AdaptHealth's Ba3 Corporate Family Rating reflects the company's scale in the provision of home healthcare equipment and related supplies in the United States with pro-forma revenues exceeding $2 billion. The company benefits from its focus on a broad range of patient needs including sleep, home medical equipment, diabetes and respiratory products, the majority of which relate to chronic medical conditions with high levels of recurring revenues. AdaptHealth is somewhat concentrated in sleep related products which are approximately 38% of pro forma revenue. Following the acquisition of AeroCare, the company benefits from a national platform, as the regional footprints of AdaptHealth and AeroCare were highly complementary. The rating is constrained by the company's aggressive approach to acquisitions, which continued after the closing of the $2 billion acquisition of AeroCare in January 2021. The company's leverage is high with debt/EBITDA-Patient Capital Expenditures in the mid five times range at closing of the AeroCare acquisition. Moody's expects debt/EBITDA-Patient Capital Expenditures will fall below 5 times in the next 12 to 18 months. The company is currently on track to integrate AeroCare however the pace of deleveraging will depend on the trajectory of the company's acquisition activities. The outlook is negative. The negative outlook reflects the company's continued rapid pace of acquisition activity, a portion of which has been debt financed. The negative outlook also reflects integration risks associated with the company's recent acquisitions including the AeroCare acquisition, the largest in the company's history. The SGL-1 Speculative Grade Liquidity rating reflects the company's very good liquidity profile. Cash is approximately $337 million (pro-forma for the proposed note offering), and Moody's expects the company will generate around $150 million of free cash flow (before acquisitions) in the next year. The company has a $450 million revolving credit facility which Moody's expects will remain substantially unused. The company's secured term loan agreements are subject to maximum leverage and minimum fixed charge covenants which have ample headroom. Social considerations are a factor in AdaptHealth's ratings. Medical device companies will generally benefit from demographic trends, such as the aging of the populations. AdaptHealth will also benefit from trends that support greater level of patient care in their homes. That said, increasing utilization may pressure payors, including individuals, commercial insurers or governments to seek to limit use and/or reduce prices paid. AdaptHealth also faces somewhat elevated social risks as more than 40% of its pro-forma revenue is derived from Medicaid and Medicare programs and the company is subject to federal and state regulations related to the reimbursement of its products and services. Many of the products distributed by AdaptHealth are also subject to competitive bid requirements by regulators and could pressure pricing, though this risk is mitigated by the company's diversity by product line. The near term risk is also mitigated by the Center for Medicare & Medicaid Services decision to cancel the 2021 competitive bidding program and its proposal to reimburse all Home Medical Equipment products, with a few specific exceptions, at current rates and to schedule the next round of competitive bidding in 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Ratings could be upgraded if the company sustains debt/EBITDA below 4 times (after deducting patient equipment capital expenditures from EBITDA) while maintaining a good liquidity profile and a sustained track record of successful acquisition integration. Further diversification by payor, product and geography, and increased scale, would also be positive credit factors over time. Ratings could be downgraded if the company is unable to successfully integrate acquisitions or if financial policies become more aggressive. Quantitatively, ratings could be downgraded if the company sustains debt/EBITDA above 5 times (after deducting patient equipment capital expenditures from EBITDA) or if liquidity erodes. Headquartered in Plymouth Meeting, PA, AdaptHealth is a provider of home healthcare equipment and medical supplies to the home and related services in the United States. The company's products cover a range of products to address chronic conditions such as sleep therapies, oxygen and related therapies in the home and other home medical devices and supplies needed by chronically ill patients with diabetes, wound care, urology, ostomy and nutrition supply needs AdaptHealth services approximately 3.3 million patients annually in all 50 states through a network of over 670 locations in 47 states on a pro-forma basis. Revenues, pro-forma for recent acquisitions, exceed $2 billion. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. AEROCENTURY CORP: Finds Chapter 11 Reorganization Sponsors ---------------------------------------------------------- Law360 reports that aircraft leasing and sales business AeroCentury Corp. told a Delaware bankruptcy judge Monday, August 9, 2021, it has found a group of investors willing to pay $11 million to sponsor its Chapter 11 plan, allowing it to reorganize as a going concern. In a notice filed with the court, AeroCentury said five individuals will stand as plan sponsors and receive a controlling share in a reorganized company, which will allow it to toggle away from a stand-alone plan that would have entailed a sale of its remaining assets. California-based AeroCentury, which buys used, "mid-life" jet and turboprop aircraft and engines for lease or sale. According to a court filing, the Debtors disclosed that they have selected Yucheng Hu, Hao Yang, Jing Li, Yeh Ching and Yu Wang as the Plan Sponsor. The Plan Sponsor has agreed to invest $11,000,000 in the Debtors. The Plan Sponsor and the Debtors have agreed to the following treatment of equity security holders of AeroCentury Corp. (Class 7 Interests): * On the Effective Date of the Combined Disclosure Statement and Plan, each Interest in AeroCentury Corp. shall be reinstated, subject to dilution. The Debtors will issue new shares of AeroCentuy Corp. common stock to the Plan Sponsor such that the pro forma ownership percentages of the AeroCentury Corp. common stock will be: (a) 65.0%-74.0% held by the Plan Sponsor, and (b) 26.0%-35.0% held by existing shareholders of AeroCentury Corp. on the Effective Date (the "Legacy Shareholders"). * As soon as practicable following the Effective Date, AeroCentury Corp. will make a cash dividend distribution to the Legacy Shareholders in the aggregate amount of $1,000,000. * On the Effective Date, a trust will be established for the benefit of the Legacy Shareholders. At the same time, all Interests of AeroCentury Corp. in JetFleet Holding Corp. will be canceled. JetFleet Holding Corp. will then issue a Series B Preferred Stock to the trust. The Series B Preferred Stock will have a liquidation preference of $1, non-convertible, non-transferable, non-voting, will not pay a dividend, and will contain a mandatory, redeemable provision. The Series B Preferred Stock is redeemable for an aggregate amount equal to (i) $1,000,000, if the Series B Preferred Stock is redeemed after following the first fiscal year for which JetFleet Holding Corp. reports positive EBITDA for the preceding 12 month period, or (ii) $0.001 per share, if the Series B Preferred Stock is redeemed prior the first fiscal year for which JetFleet Holding Corp. reports positive EBITDA for the preceding 12-month period. About AeroCentury Corp. AeroCentury Corp. is engaged in the business of investing in used regional aircraft equipment and leasing the equipment to foreign and domestic regional air carriers. Its principal business objective is to acquire aircraft assets and manage those assets in order to provide a return on investment through lease revenue and, eventually, sale proceeds. It is headquartered in Burlingame, Calif. AeroCentury Corp. and affiliates, JetFleet Holdings Corp. and JetFleet Management Corp., sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 21-10636) on March 29, 2021. The Debtors tapped Morrison & Foerster, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsel; B Riley Securities, Inc. as financial advisor and investment banker; and BDO USA, LLP as auditor. Kurtzman Carson Consultants is the claims agent and administrative advisor. AIRSEATRANS LLC: Seeks to Tap Gamberg & Abrams as Legal Counsel --------------------------------------------------------------- Airseatrans LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ the law firm of Gamberg & Abrams as bankruptcy counsel. The firm will render these legal services: (a) advise the Debtor with respect to its powers and duties in the continued management and operation of its business and properties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the cases; (c) advise the Debtor on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (d) advise the Debtor with respect to legal issues arising in or relating to the Debtor's ordinary course of business; (e) take all necessary action to protect and preserve the Debtor's estates; (f) prepare legal papers; (g) negotiate and prepare on the Debtor's behalf a plan of reorganization, disclosure statement and all related agreements and documents; (h) attend meetings with third parties and participate in negotiations with respect to the above matters; (i) appear before the bankruptcy court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor's estates before such courts and the U.S. Trustee; and (j) perform all other necessary legal services to the Debtor. On July 26, 2021, Gamberg & Abrams received $16,970 from a third party, Airseatrans SA, of which $16,778 was used to compensate for pre-petition services, leaving a remainder of the retainer in the amount of $192. The hourly rates of Gamberg & Abrams' attorneys are as follows: Thomas L. Abrams $500 Jay M. Gamberg $450 Jared L. Gamberg $450 In addition, the firm will seek reimbursement for expenses incurred. Thomas Abrams, Esq., disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas L. Abrams, Esq. Gamberg & Abrams 633 S. Andrews Avenue, Suite 500 Fort Lauderdale, FL 33301 Telephone: (954) 523-0900 Facsimile: (954) 915-9016 Email: tabrams@tabramslaw.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. Airseatrans sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-17747) on Aug. 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. The Honorable Robert A. Mark is the case judge. The law firm of Gamberg & Abrams serves as the Debtor's legal counsel. ALEX AND ANI: Some Bid Procedures Deadlines on Assets Sale Extended ------------------------------------------------------------------- Alex and Ani, LLC, and its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of extension of certain deadlines related to the bidding procedures in connection with the auction sale of substantially all assets. On July 16, 2021, the Court entered the Amended Order (I) Approving Bidding Procedures for the Sale of Substantially all of the Debtors' Assets, (II) Scheduling Certain Dates with Respect Thereto, (III) Approving the Form and Manner of Notice Thereof, (IV) Approving Bid Protections, and (V) Approving Contract Assumption and Assignment Procedures. The Bidding Procedures Order and the approved Bidding Procedures are available, free of charge, at https://www.kccllc.net/alexandani. In accordance with Paragraph 3 of the Bidding Procedures Order, the Debtors announce the following modified dates and deadlines regarding the Sale: Event Current Date & Time Updated Date & Time Final Bid Deadline Aug. 8, 2021 Aug. 31, 2021 at 12:00 p.m. (ET) at 12:00 p.m. (ET) Auction Aug. 13, 2021 Sept. 7, 2021 (if necessary) at 10:00 a.m. (ET) at 10:00 a.m. (ET) via remote video via remote video Cure Objection Aug. 20, 2021 Original Date and Time Deadline at 4:00 p.m. (ET) Objection to the By (a) Aug. 23, 2021 at By (a) Sept. 16, 2021 at Ability of the of the 4:00 p.m. (ET) and (b) 4:00 p.m. (ET) and (b) Successful Bidder to 4:00 p.m. (ET) on the 4:00 p.m. (ET) on the Provide Adequate date that is 14 days after date that is 14 days after Assurance of Future the date of filing of the date of filing of Performance With the Supplemental Cure the Supplemental Cure Respect to Any Notice, as applicable Notice, as applicable Assigned Contract Sale Objection Aug. 20, 2021 Sept. 14, 2021 Deadline at 4:00 p.m. (ET) at 4:00 p.m. (ET) Sale Hearing Aug. 27, 2021 TBD at 10:00 a.m. (ET) Pursuant to the Bidding Procedures Order, the Debtors reserve their rights to modify the Bidding Procedures in their reasonable business judgment, in a manner consistent with the exercise of their fiduciary duties, and in any manner that will best promote the goals of the Bidding Procedures. The copies of all documents filed in these chapter 11 cases are available: (a) free of charge upon request to Kurtzman Carson Consultants LLC (the notice and claims agent retained in these chapter 11 cases) by (a) calling (888) 733-1434 (Domestic) or (310) 751-2633 (International); (b) visiting the Debtors' restructuring website at (https://www.kccllc.net/alexandani); or (c) for a fee via PACER by visiting (https://www.deb.uscourts.gov/). About Alex and Ani LLC Founded in 2004 by Carolyn Rafaelian, Alex and Ani -- http://www.alexandani.com/-- has become a premier jewelry brand, quickly gaining popularity because of the novel and customizable nature of its signature expandable wire bracelet. Alex and Ani has been headquartered in East Greenwich, Rhode Island since 2014. Since opening its first retail store in Newport, Rhode Island in 2009, Alex and Ani has expanded to over 100 retail store locations across the United States, Canada, and Puerto Rico. Alex and Ani LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10918) on June 9, 2021. In its petition, Alex and Ani listed assets and liabilities of $100 million to $500 million each. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Klehr Harrison Harvey Branzburg LLP as local bankruptcy counsel; and Portage Point Partners, LLC, as financial advisors and investment bankers. Kurtzman Carson Consultants LLC is the notice and claims agent. ALGITS INC: Wins Cash Collateral Access Thru Sept 7 --------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, has authorized Algits Incorporated D/B/A NinjaBe to use cash collateral on an interim basis through September 7, 2021, in accordance with the budget, with a 10% variance. The Debtor has requested immediate entry of the Interim Order pursuant to Bankruptcy Rule 4001(b)(2) to prevent irreparable harm to the Debtor's business, property and estate. As of the Petition Date, EagleBank is owed $208,535.83 under a promissory note originally dated June 23, 2017. The original principal amount of the Note is $350,000. As adequate protection for the Debtor's use of cash collateral, EagleBank is granted valid, choate, perfected, enforceable and non-avoidable first-priority security interests and replacement liens in and to all post-petition assets of the Debtor and related proceeds, to the same extent and with the same priority as the Lender's interest in the Prepetition Cash Collateral. The liens and security interests granted, including the Adequate Protection Liens, will become and are duly perfected without the necessity for the execution, filing or recording of financing statements, security agreements and other documents which might otherwise be required pursuant to applicable non-bankruptcy law for the creation or perfection of such liens and security interests. A final hearing on the matter is scheduled for August 31 at 11 a.m. A copy of the order and the Debtor's July budget is available at https://bit.ly/3xJYCFr from PacerMonitor.com. The Debtor projects $41,154.50 in total expenses for August. About Algits Incorporated Algits Incorporated, which operates an amusement/recreational facility at 9301-9315 Snowden River Parkway, in Columbia, Maryland, filed a Chapter 11 petition (Bankr. D. Md. Case No. 21-13888) on June 11, 2021. In the petition signed by Dawn Alexander, president, the Debtor estimated up to $50,000 in assets and between $1,000,000 and $10,000,000 in liabilities. Judge David E. Rice oversees the case. Kline Law Group LLC is the Debtor's counsel. EagleBank, as lender, is represented by, Craig M. Palik, Esq. at McNamee, Hosea, P.A. AMC ENTERTAINMENT: Bonds Gain After Stronger-Than-Expected Results ------------------------------------------------------------------ Aysha Diallo of Bloomberg News reports that AMC Entertainment Holdings is one of the biggest gainers in the U.S. junk bond market on Tuesday, August 10, 2021, after the movie theater company posted quarterly revenue and adjusted loss per share on Monday, August 9, 2021, that beat analysts' average forecasts. The movie theater chain's 12% second-lien notes due 2026 are up 2.875 cents on the dollar, trading at 88.875 cents as of 9:32 a.m. in New York, according to Trace data AMC's 2Q revenue was $444.7 million vs. $18.9 million y/y, estimate $382.3 million; adjusted loss per share 71c vs. loss/share $5.440 y/y, estimate loss/share 94c. According to Yahoo! Finance, AMC reported a loss per share of 71 cents, compared to Wall Street estimates of a loss of 94 cents per share. Revenue climbed to $444 million for the quarter versus expectations of $382.25 million. The company's second-quarter performance is a massive increase compared to the same period last year when it brought in revenues of $19 million. The top line though is still well below the company's 2nd quarter total revenue of $1.5 billion in 2019. AMC shares are up more than 1,500% year-to-date since becoming e a Reddit favorite among Wall Street Bets retail traders. That's when it turned into a 'meme-stock,' along with GameStop (GME), experiencing bouts of volatility since the beginning of the year. About AMC Entertainment Holdings AMC Entertainment Holdings, Inc., is engaged in the theatrical exhibition business. It operates through theatrical exhibition operations segment. It licenses first-run motion pictures from distributors owned by film production companies and from independent distributors. The Company also offers a range of food and beverage items, which include popcorn; soft drinks; candy; hot dogs; specialty drinks, including beers, wine and mixed drinks, and made to order hot foods, including menu choices, such as curly fries, chicken tenders and mozzarella sticks. AMC operates over 900 theatres with 10,000 screens globally, including over 661 theatres with 8,200 screens in the United States and over 244 theatres with approximately 2,200 screens in Europe. The Company's subsidiary also includes Carmike Cinemas, Inc. AMC was forced to shutter its theaters when the Covid-19 pandemic struck in March 2020. It has reopened its theaters but admissions have been substantially low. The world's biggest theater chain said in an October 2020 filing that liquidity will be largely depleted by the end of 2020 or early 2021 if attendance doesn't pick up, and it's exploring actions that include asset sales and joint ventures. ANGEL'S SQUARE: Wins Cash Collateral Access ------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, has authorized Angel's Square, Inc. to use the cash collateral of City National Bank of Florida on an interim basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to avoid immediate and irreparable harm to the Debtor pending the Final Hearing. The Debtor owns and operates a commercial strip mall located at 5630 N. Federal Highway, Ft. Lauderdale, FL 33308 with three tenants. Prior to the Petition Date, the Debtor and its affiliate Las Americas Bakery of Coral Ridge, Inc., d/b/a Las Orquideas Restaurant executed and delivered a (i) Promissory Note, dated October 12, 2018, to the Lender in the original aggregate principal amount of $1,100,000, (ii) a Loan Agreement dated October 12, 2018, (iii) a Mortgage, Assignment of Rents and Security Agreement, dated October 12, 2018, by the Debtor in favor of the Lender and recorded in the Public Records of Broward County, Florida on October 18, 2018, which Mortgage grants the Lender, a first lien on the Debtor's Property and personal property, including among other things, all leases and rents, security deposits, accounts, account receivables, contract right and proceeds generated from all of the foregoing, including the Property. In addition, the Debtor executed an Absolute Assignment of Leases, Rents and Licenses dated October 12, 2018 in favor of the Lender, which was recorded in the Public Records of Broward County, Florida on November 8, 2018, granting the Lender an unconditional, absolute and present assignment of all of the Debtor's right, title and interest in and to the Leases and Rents. The Lender is holding pursuant to the terms of the Loan Agreement certain monies in escrow in the approximate amount of $32,413 from the closing proceeds to which it asserts a security interest. The Lender perfected its liens on the Debtor's assets and cash collateral by and through the Mortgage, the Absolute Assignment and the filing of a Uniform Commercial Code in Florida under UCC Number 201806820771. As of the Petition date, the approximate outstanding balance of the Loan was $1,071,479. The Debtor admits it is indebted to the Lender pursuant to the Loan Documents in the aggregate original principal amount of $1,100,000, plus accrued and unpaid interest thereon accruing before and after the Petition Date. As adequate protection for the Debtor's use of cash collateral, the Lender is granted a replacement lien on and security interest on and in all assets of the Debtor that are acquired or generated after the Petition Date, but solely to the same extent and priority, and of the same kind and nature, as the Collateral securing the pre-petition obligations to the Lender under the Loan Documents. Any Replacement Liens granted to the Lender will be at all times subordinate to the amounts payable to the U.S. Trustee pursuant to 28 U.S.C. section 1930(a)(6) and any applicable interest thereon, and any fees payable to the Clerk of the Bankruptcy Court. Any and all Replacement Liens granted to the Lender are deemed perfected without the necessity for filing or executing documents which might otherwise be required under non-bankruptcy law for perfection of said security interests. The Lender will not be required to file any UCC-1 financing statement or any similar document or take any other action in order to validate the perfection of its liens. As additional adequate protection, the Debtor will pay the sum of $7,229 and hand deliver a check to the Lender on the first of each month as adequate protection payment. A final cash collateral hearing is scheduled for September 23, 2021 at 1:30 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/37Cd1sU from PacerMonitor.com. The Debtor projects $12,053 in total income and $9,822 in total expenses. About Angel's Square Fort Lauderdale, Fla.-based Angel's Square, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-13576) on April 15, 2021. Fernando D. Gill, registered agent, signed the petition. The Debtor owns and operates a commercial strip mall located at 5630 N. Federal Highway, Ft. Lauderdale, FL 33308 with three tenants: (i) Las Americas Bakery of Coral Ridge d/b/a Las Orquideas Restaurant; (ii) Ho Lam, Inc., d/b/a Kaizen Sushi Bar & Grill and (iii) Shipping Express, LLC d/b/a Multiservicios Las Orquideas. In its petition, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $1 million. Judge Peter D. Russin oversees the case. Behar Gutt & Glazer, P.A. is the Debtor's legal counsel. City National Bank of Florida, as lender, is represented by Genovese Joblove and Battista, P.A. ASTON CUSTOM HOMES: All Classes to Get 100% in Plan --------------------------------------------------- Aston Custom Homes & Design, Inc., submitted a First Amended Combined Plan of Reorganization and Disclosure Statement dated August 9, 2021. The Debtor is the owner of various single-family residences, condominiums and undeveloped lots located in Dallas, Texas, some of which it rents out to tenants for profit, some of which are under construction, and some of which are or will be listed for sale. Pursuant to this Plan the Debtor will complete the construction projects and sell certain properties to fund payments to creditors. In addition, the owner of the Debtor will make capital contributions to help fund the Plan. Since the filing of this Case, the Debtor has continued its operations in the normal course of business. The Debtor continues to manage its properties for profit and improve its real property with construction projects designed to generate income in the short and long-term. Under the Plan, all Claimants will receive payment of 100% of their Allowed Claims. Under the liquidation analysis, only Secured Claims would receive distributions in a Chapter 7 case. Under this Plan; however, Unsecured Claimants will receive 100% of their Claims. The Plan will treat claims as follows: * Class 2 consists of Allowed Secured Claims of Taxing Authorities. The Class 2 Claims of Dallas County, City of Dallas, the Texas Workforce Commission and any other governmental taxing authority shall be paid in full over the time period from the Effective Date to the expiration of 5 years from the Petition Date, with interest thereon at the rate of interest of 12% per annum. Principal shall be amortized over 30 years with a lump sum payment of the full remaining balance paid at the expiration of 60 months from the Petition Date. * Class 3 consists of Allowed Secured Claims of Wilmington Savings Fund Society, FSB as Trustee for Verus Securitization Trust 2020-NPL1. These Claims shall be paid in full in equal monthly installments of principal and interest over 60 months from the Effective Date. Interest shall accrue at the rate of 5% per annum commencing on the Effective Date. * Class 4 consists of Allowed Secured Claims of DLJ Mortgage Capital, Inc. (serviced by BSI Financial Services). These Claims shall be paid in full in equal monthly installments of principal and interest over 60 months from the Effective Date. Interest shall accrue at the rate of 5% per annum commencing on the Effective Date. * Class 5 consists of Allowed Secured Claims of BER Financial Group, Inc. These Claims shall be paid in full in equal monthly installments of principal and interest over 60 months from the Effective Date. Interest shall accrue at the rate of 5% per annum commencing on the Effective Date. * Class 6 consists of Allowed Secured Claims of Block C South Tower Residences Condominium Residential Association, Inc. These Claims shall be paid in full in equal monthly installments of principal and interest over 60 months from the Effective Date. Interest shall accrue at the rate of 5% per annum commencing on the Effective Date. * Class 7 consists of Allowed Secured Claims of Bank of DeSoto. These Claims shall be paid in full in equal monthly installments of principal and interest over 60 months from the Effective Date. Interest shall accrue at the rate of 5% per annum commencing on the Effective Date. * Class 8 consists of Allowed General Unsecured Claims. These Claims shall be paid in full in equal monthly installments of principal and interest over 60 months from the Effective Date. Interest shall begin to accrue at the rate of 2% per annum from the Effective Date. Payments shall commence on the first day of the first month following the Effective Date and continue on the first day of each month thereafter. These Claims are impaired. * Class 9 consists of Allowed Insider Claims. These Claims shall be paid in full, but only after all other Claimants in the Case have been paid in full. These are Impaired and are entitled to vote on the Plan, but the Claims will not be counted for or against Confirmation. * Class 10 consists of Allowed Equity Interest Holders. Equity Interests shall be retained. The Equity Interest Holders shall make a capital contribution of $20,000.00 to the Debtor on the Effective Date in exchange for retention of their Interests. They shall also make capital contributions from time to time to assist in funding the Plan. The 100% Equity Interest owner and President of the Debtor is Lonnie Johnson. Mr. Johnson will continue to manage the affairs of the Debtor after Confirmation. Pursuant to this Plan Mr. Johnson will contribute $20,000.00 and then payments from time to time to help the Debtor continue operations and fund the payments proposed under the Plan. The Debtor will also promptly list and sell the following properties to help fund the Plan: a) all vacant lots at $40k/lot b) 2409 South Blvd, Dallas, Texas 3) 4014 Coolidge, Dallas, Texas. A full-text copy of the First Amended Combined Plan and Disclosure Statement dated August 9, 2021, is available at https://bit.ly/3yFn0tr from PacerMonitor.com at no charge. Attorneys for Debtor: Joyce W. Lindauer, Esq. Kerry S. Alleyne, Esq. Guy H. Holman, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About Aston Custom Homes & Design Aston Custom Homes & Design, Inc. -- http://www.astoncustomhome.com/-- is a home design and construction company based in Dallas, Texas. It specializes in the reconstruction of historic homes. Aston Custom Homes & Design sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-30208) on Feb. 1, 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 Stacey G. Jernigan oversees the Debtor's case. The Debtor is represented by Joyce W. Lindauer Attorney, PLLC. AU HEALTH: Moody's Lowers Rating on Revenue Bond Debt to Ba1 ------------------------------------------------------------ Moody's Investors Service has downgraded AU Health System, Inc.'s revenue bond debt to Ba1 from Baa3. The organization has approximately $210 million of total debt outstanding. The outlook is negative. RATINGS RATIONALE The downgrade to Ba1 reflects the cumulative effect of AU Health System, Inc.'s (AUHS) weak operating performance and very low liquidity which were in part exacerbated by the pandemic. These challenges will result in a sizable operating loss and negative operating cash flow in fiscal 2021, creating a large hurdle to reach budgeted improved performance in fiscal 2022. AUHS will maintain narrow headroom to debt service coverage covenant. A seasoned management team will execute a comprehensive and multi-faceted performance improvement plan with assistance from outside consultants and projects a return to breakeven to low profitability in fiscal 2022. Excluding Medicare advance payments, liquidity will remain very low and liquidity growth will be constrained over the near term until cash flow improves. The Ba1 acknowledges AUHS's key role as the essential safety net provider and the region's only Level I trauma center as the primary teaching hospital for the Medical College of Georgia (MCG). AUHS will also continue to operate the only freestanding children's hospital in the region, a distinguishing competitive factor in a highly competitive market. AUHS is co-located on the campus of Augusta University and will continue to benefit from demonstrated support, oversight and collaborative relationship with its corporate parent Augusta University and the Board of Regents of The University System of Georgia. With protracted litigation regarding the approved CON now resolved, AUHS will proceed toward its plan to construct a greenfield hospital in adjacent Columbia County although funding sources for this new facility are undetermined at this time. RATING OUTLOOK The negative outlook reflects a high hurdle to achieve breakeven budgeted performance in fiscal 2022 after a challenging fiscal 2021. Patient volumes are recovering but remain below pre-pandemic levels while expenses, particularly contract labor, remain high. Failure to make significant traction towards improving performance may further pressure the rating. Funding sources for the new hospital in Columbia County, along with capital needs at the existing main facilities, will remain an uncertainty until funding plans are further developed. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING Durable and sustained improvement in operating performance; improved headroom to the debt service covenants Sizable and sustained increase in liquidity Continued and material support from Augusta University, MCG, or the University System of Georgia Board of Regents FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING Continuation of negative operating cash flow and operating losses Further decline in already low liquidity level Unfavorable change in relationship with Augusta University, MCG, or the Board of Regents Incremental debt without commensurate cash flow LEGAL SECURITY Debt is secured by a gross revenue pledge of the obligated group and an interest in AU Medical Center's leasehold improvements in hospital facilities. The obligated group includes AU Health System, Inc., AU Medical Center, Inc. (AUMC), AU Medical Associates, Inc. (AUMA) and Roosevelt Warm Springs Rehabilitation and Specialty Hospitals, Inc. (RWSH). The only covenant per the Master Trust Indenture is a 1.10 times debt service coverage ratio measured annually. Remedies include consultant call if below 1.10 times coverage and an Event of Default if below 1.0 times for two consecutive years. More restrictive bank covenants of 75 days cash on hand and 1.20 times Maximum Annual Debt Service coverage tests were removed following the refinancing of Series 2014A and Series 2014B with a direct placement obligation from Bank of America on June 29, 2021. PROFILE AU Health System, Inc. (AUHS, f/k/a AU Medical Center, Inc.) is comprised of a 478-bed adult hospital and 154-bed children's hospital located in Augusta, GA. AUHS serves as the academic medical center for the Medical College of Georgia, the only public medical school in the state. AU Health System, Inc. is the sole corporate member of Roosevelt Warm Springs Rehabilitation & Specialty Hospitals, Inc. (RWSH) and AU Medical Associates, Inc. (AUMA), the physician faculty practice plan, and is a component unit of the Board of Regents of the University System of Georgia. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in December 2018. AVIANCA HOLDINGS: Directors Approved Filing of Reorganization Plan ------------------------------------------------------------------ Loren Moss of Finance Colombo reports that on Aug. 10, 2021, Avianca's board of directors approved the filing of the plan of reorganization and disclosure statement in the United States Bankruptcy Court for the Southern District of New York. Avianca says the plan is the result of negotiations with investors and other related parties and outlines Avianca's proposal to satisfy pre-bankruptcy obligations to creditors, while the disclosure statement describes the terms of the plan and the corresponding approval process. "This filing of the plan represents an important milestone as we continue toward the successful completion of our financial and operational restructuring. The company has made significant progress in repositioning and simplifying the business with the adoption of more competitive pricing for passengers, continuing our aircraft reconfiguration process, expanding our network routes both domestically and internationally -- establishing Avianca as the most robust airline in Latin America -- securing long-term labor agreements and strengthening relationships with pilots and other employee groups," said Avianca in a statement. The next step in the Chapter 11 process will be a hearing for the United States Bankruptcy Court to consider the approval of the disclosure statement, which is scheduled for September 14, 2021. Avianca says it is currently not soliciting votes on its plan of reorganization and will not solicit votes on its plan until the bankruptcy court approves the disclosure statement. "Any relevant information in the Chapter 11 process will be disclosed to the market in a timely manner. Avianca remains committed to connecting people, territories and businesses under a value proposition that meets the needs of today's passenger, with the best customer service and the highest safety standards. Avianca will continue building on our 100-year legacy to emerge as a financially stronger, more efficient airline, well positioned for long-term success," said the airline. About Avianca Avianca -- https://aviancaholdings.com/ -- is the commercial brand for the collection of passenger airlines and cargo airlines under the umbrella company Avianca Holdings S.A. Bogota, Colombia-based Avianca has been flying uninterrupted for 100 years. With a fleet of 158 aircraft, Avianca serves 76 destinations in 27 countries within the Americas and Europe. Avianca Holdings S.A. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-11133) on May 10, 2020. At the time of the filing, the Debtors disclosed $7,273,900,000 in assets and $7,268,700,000 in liabilities. Judge Martin Glenn oversees the cases. The Debtors tapped Milbank LLP as general bankruptcy counsel; Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon Abogados S.A.S. as restructuring counsel; Smith Gambrell and Russell, LLP as aviation counsel; Seabury Securities LLC as financial restructuring advisor and investment banker; FTI Consulting, Inc. as financial restructuring advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee for Region 2 appointed a committee of unsecured creditors in Debtors' bankruptcy cases on May 22, 2020. The committee is represented by Willkie Farr & Gallagher, LLP. B-LINE CARRIERS: Lender Seeks to Prohibit Cash Collateral Access ---------------------------------------------------------------- Regions Bank, N.A. asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, to prohibit B-Line Carriers, Inc. from using cash collateral. Regions is the Debtor's primary lender with blanket liens on cash, accounts receivable, inventory, equipment, and other property. The Court has entered various interim orders authorizing the use of Regions' cash collateral pursuant to budgets which require the Debtor to pay $10,000 per month to Regions as adequate protection for use of its cash collateral. The Debtor has also delivered these reports to Regions: (1) a weekly comparison of actual performance to budget; (2) a weekly report of accounts receivable; and (3) accounts payable and other reports as requested by Regions. Regions assert the Debtor is in default of the Court's cash collateral orders. The Debtor failed to make the adequate protection payment due Regions in July 2021. Regions understands the Debtor is also in default of its obligations to make adequate protection payments to other secured creditors in the case. As of the Petition Date, Regions' cash collateral position stood at $265,040. The Debtor's accounts receivable dropped to $199,104 as of August 5, 2021. Regions fears its collateral position will continue to erode if customers do not agree to the 30 percent price increase the Debtor implemented across the board on August 9, 2021. The Debtor's failure to make adequate protection payments and the decline in accounts receivable since the Petition Date provides cause for Regions to be alarmed. A copy of the motion is available at https://bit.ly/3yLb0Xe from PacerMonitor.com. About B-Line Carriers B-Line Carriers, Inc., a full-service petroleum transportation company, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06034) on August 7, 2020. The petition was signed by Jason L. Baldree, president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A., is serving as the Debtor's counsel. On Jan. 5, 2021, the Court appointed Moecker Auctions, Inc. as Auctioneer. Holland & Knight LLP serves as counsel for Regions Bank N.A., lender. BAYOU STEEL: Trustee Sued Black Diamond for Looting $30 Million --------------------------------------------------------------- Law360 reports that the trustee overseeing the Chapter 7 bankruptcy proceedings of metal recycler Bayou Steel BD Holdings LLC sued the company's former equity owner Wednesday, August 11, 2021, in Delaware, saying Black Diamond bought the company and doomed it to bankruptcy after siphoning off $30 million. In the suit, trustee George Miller is seeking to recover the $30 million transfer he alleges left Bayou Steel insolvent as well as $65 million in damages incurred by the debtor after Black Diamond sold off the company's most successful business unit and starved the company of needed liquidity after buying Bayou Steel in 2016. About Bayou Steel Bayou Steel Corporation -- http://www.bayousteel.com/-- manufacturers light structural and merchant bar products in LaPlace, Louisiana and Harriman, Tennessee. The Company also operates three stocking locations along the inland waterway system near Pittsburgh, Chicago, and Tulsa. Bayou and its affiliates filed for Chapter 11 protection on Jan. 22, 2003 (Bankr. N.D. Tex. 03-30816). Patrick J. Neligan, Jr., Esq., at Neligan, Tarpley, Andrews & Foley, LLP, represented the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $176,113,143 in total assets and $163,402,260 in total debts. The Bankruptcy Court confirmed on Feb. 6, 2004, the Debtors' Second Amended Joint Plan of Reorganization and that Plan became effective on Feb. 27, 2004. * * * As reported in the Troubled Company Reporter on July 22, 2005, Moody's Investors Service assigned a B2 corporate family (previously called senior implied) rating to Bayou Steel Corporation, and placed a B3 rating on Bayou's $50 million senior secured term loan B due April 4, 2012, arranged by Credit Suisse and sponsored by Black Diamond. BEAR COMMUNICATIONS: Committee Seeks to Tap Dentons as Counsel -------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 case of Bear Communications, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Dentons Bingham Greenebaum, LLP and Dentons US, LLP as its legal counsel. The firms will render these legal services: (a) advise the committee with respect to its rights, duties and powers in this Chapter 11 case; (b) assist and advise the committee in its consultations with the Debtor relating to the administration of this case; (c) assist the committee in analyzing the claims of the Debtor's creditors and its capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; (d) assist the committee's investigation of the acts, conducts, assets, liabilities and financial condition of the Debtor and other parties involved with the Debtor, and of the operation of the Debtor's business; (e) assist the committee in its analysis of, and negotiations with the Debtor or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property or executory contracts, asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation for the Debtor; (f) assist and advise the committee as to its communications, if any, to the general creditor body regarding significant matters in this case; (g) represent the committee at all hearings and other proceedings; (h) review and analyze, as well as advise the committee with respect to, applications, orders, statements of operations and schedules filed with the court; (i) assist the committee in preparing pleadings and applications as may be necessary in furtherance of the committee's interests and objectives; and (j) perform such other services as may be required and are deemed to be the in the interests of the committee. The hourly rates of Dentons attorneys and staff are as follows: James R. Irving, Partner $408 Sam J. Alberts, Partner $832 Robert A. Hammeke, Partner $492 Christopher B. Madden, Associate $276 David F. Cook, Associate $484 Gina M. Young, Associate $224 Jennifer L. Weber, Paralegal $160 In addition, the firms will seek reimbursement for expenses incurred. As disclosed in court filings, the firms and its attorneys are "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The firms can be reached through: Robert Hammeke, Esq. Dentons US LLP 4520 Main Street, Suite 1100 Kansas City, MO 64111 Telephone: (816) 460-2457 Email: robert.hammeke@dentons.com - and – James R. Irving, Esq. Christopher B. Madden, Esq. Dentons Bingham Greenebaum LLP 3500 PNC Tower, 101 S. Fifth Street Louisville, KY 40202 Telephone: (502) 587-3606 Email: james.irving@dentons.com chris.madden@dentons.com About Bear Communications Lawrence, Kan.-based Bear Communications, LLC -- http://www.bearcommunications.net-- is a communications contractor offering aerial construction, underground construction, splicing, subscriber drop placement, residential and commercial installations, residential and commercial wiring, consulting, and testing services. Bear Communications filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 21-10495) on May 28, 2021. Bryant Gray, vice president of Legal and Risk, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $50 million and total liabilities of up to $100 million. Judge Dale L. Somers presides over the case. W. Thomas Gilman, Esq., at Hinkle Law Firm LLC, represents the Debtor as legal counsel. The U.S. Trustee for Region 20 appointed an official committee of unsecured creditors on June 29, 2021. The committee is represented by Robert Hammeke, Esq., at Dentons US LLP and James R. Irving, Esq., at Dentons Bingham Greenebaum LLP. BHATT CORP: Wins Cash Collateral Access Thru Jan 2022 ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama has authorized Bhatt Corp. to use cash collateral to pay operating expenses, adequate protection payments, and administrative payments on an interim basis through January 24, 2022. The Debtor requires the use of cash collateral to continue business operations without interruption toward the objective of formulating an effective plan of reorganization for the benefit of all its creditors. On August 9, 2006, the Debtor executed and delivered to Bank of Ozark an SBA Note in the original principal amount of $750,000. The Debtor agreed to repay the Note in monthly installments of principal and interest, each in the amount of $6,816 commencing on September 9, 2006. The Note matures 25 years from the execution thereof (August 9, 2031). Interest is adjusted monthly on the Note to 2% above the Prime Rate then in effect. The current per diem rate of interest on the Note is $68. In order to secure the indebtedness under the Note, the Debtor executed a Mortgage and Security Agreement dated August 9, 2006, granting, bargaining and conveying unto the Secured Creditor a mortgage on real property located Calhoun County, Alabama consisting of a 14,400 square foot building and 1.2 acres located at 3400 Choccolocco Road, Anniston, Alabama. The Secured Creditor properly perfected its interest in the Personal Property Collateral by filing UCC-1 Financing Statements in the Probate Office as Filing Number 219948 and the Alabama Secretary of State as Filing Number B 11-0605329 FS and an UCC Financing Statement Amendment in Secretary of State as Filing Number B 11-0605329. The Debtor is authorized to use cash collateral up to the aggregate amount of $85,000 per month for operating expenses and in any amounts approved by the Court as adequate protection payments and administrative expenses in accordance with the budget of estimated future income and necessary operating expenses to pay: a. the maintenance and preservation of its assets; b. the purchase of replacement inventory; c. the continued operation of its business, including payroll, employee expenses, and insurance expenses; d. pay the administrative expenses not to exceed $25,000 at any one time, provided the Court, upon proper notice, approve such expenses provided that there are no unencumbered assets from which said administrative expenses of the Bankruptcy Case can be paid; e. payment of the Adequate Protection Payments as approved by the Court; and f. quarterly fees due to the Bankruptcy Clerk's Office. As adequate protection for the Debtor's use of the cash collateral, the Secured Creditor, to the extent its liens and interest appear, is granted replacement perfected security interests and liens under Bankruptcy Code section 361(2) and to the extent and with the same priority in Debtor's post-petition collateral and proceeds thereof, that the Secured Creditor held in the Debtor's pre-petition collateral. The Debtor will maintain appropriate insurance coverage on the Secured Creditor's collateral with the same coverage amount that existed prior to the Petition Date and naming the Secured Creditor as an additional insured. As additional adequate protection, the Debtor will make payments of $550 to the Secured Creditor each month. As additional adequate protection for its use of the remaining Collateral, the Debtor will make payments of $1,650 to the Secured Creditor each month commencing August 19, 2021, pending further order of the Court for a total monthly adequate protection payment of $2,200. A final hearing on the matter is scheduled for January 19, 2022 at 9:30 am. A copy of the order and the Debtor's budget is available at https://bit.ly/3m1Y0cp from PacerMonitor.com. The Debtor projects $85,000 in gross monthly income and $81,227 in total monthly expenses. About Bhatt Corporation Bhatt Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 21-40661) on July 2, 2021. In the petition signed by Kamalnayan Bhatt, president, the Debtor disclosed $1 million in both assets and liabilities. Judge James J. Robinson oversees the case. Harry P. Long, Esq., at The Law Offices of Harry P. Long, LLC is the Debtor's counsel. Bank of the Ozarks, as secured creditor, is represented by Rita L. Hullett, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. BK4 LLC: Plan of Reorganization Confirmed by Judge -------------------------------------------------- Judge Alan S. Trust has entered findings of fact, conclusions of law and order confirming the Chapter 11 Plan of Reorganization of Debtor BK4 LLC. The Plan has been proposed in good faith, and is the result of arm's length negotiations. The Plan satisfies Section 1129(a)(11) in that certifications were presented that each of the purchasers has financing to close on their respective Sale Contracts. The Plan shall be implemented through the sale of the respective Properties to the respective purchasers listed above, free and clear of all claims, liens, taxes and non-permitted encumbrances in accordance with the Sale Contracts pursuant to 11 U.S.C. §§ 363(b) and (f), 1123 and 1146(a). The closings shall occur simultaneously no later than August 30, 2021. Tal August on behalf of the Debtor and/or Kevin J. Nash on behalf of the Disbursing Agent are authorized to enter into, execute, deliver, file and/or implement any deeds, instruments or other documents to effectuate the closings on the Properties, and to take such other steps and perform such other acts as may be necessary, useful, appropriate, or necessary to implement, effectuate, and consummate the Plan without further order of the Court. Pursuant to the Lender Settlement, the Lender shall be paid the total sum of $5.4 million in full settlement, release and discharge of its mortgage and secured claim in bankruptcy at the closings directed by the title companies and settlement agents involved in each of the transactions. The receipt of $5.4 million shall constitute full and final payment of any and all claims of the Lender, and the Lender shall have no further claims against the Debtor or other third-party guarantors. At the closings, the Lender shall execute and deliver all appropriate satisfactions of mortgage and other lien releases as requested by the title companies involved. A copy of the Plan Confirmation Order dated August 9, 2021, is available at https://bit.ly/3ACqNrO from PacerMonitor.com at no charge. Counsel for the Debtor: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway, 21st Floor New York, NY 10036 Telephone: (212) 301-6944 E-mail: knash@gwfglaw.com About BK4 LLC Albertson, N.Y.-based BK4 LLC is the fee simple owner of three properties in Brooklyn with a total current value of $6.29 million. BK4 filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-70681) on April 12, 2021. Tal August, manager, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Alan S. Trust oversees the case. Goldberg Weprin Finkel Goldstein, LLP represents the Debtor as legal counsel. BOY SCOUTS OF AMERICA: Insurers Seek More Probe on Abuse Claims --------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that the Boy Scouts of America is facing its insurers' renewed concerns over sexual abuse claims against the bankrupt organization following a plaintiff attorney's recent statement that his signature was used in claim filings without his "knowledge or permission." More investigating is needed to examine the more than 80,000 claims of sexual abuse lodged against the nonprofit to make sure its proposed process for establishing a victims' trust isn't "controlled by the votes of claimants with illegitimate claims," the Hartford Accident and Indemnity Company said in a letter Tuesday to the U.S. Bankruptcy Court for the District of Delaware. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BUHLER-FREEMAN: Claims Will Be Paid in Full from Rental Income -------------------------------------------------------------- Buhler-Freeman Management, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Disclosure Statement describing Original Chapter 11 Plan dated August 10, 2021. The Debtor had filed a Chapter 11 to stop a foreclosure proceedings by PrimsBank (the first mortgage holder on the Debtor's property) in the United States Bankruptcy Court for the Middle District of Tennessee, case number 319-07025. In that case, the Debtor proposed a plan which would pay 100% of the claims of the Debtor through the liquidation of the real estate, which was the principal asset of the Debtor's estate. In complying with the plan, the Debtor obtained a contract for 1.5MM for the purchase of the property. Julie Buhler, as president of the Debtor, accepted that contract and then based on the anticipated closing, the Chapter 11 case was dismissed. Unfortunately, the closing on the real estate fell through. And PrimsBank reinitiated the foreclosure proceedings. This was the factor for the filing of this case. Meanwhile, Julie Buhler opened in another location a restaurant known as Phat Bites. Ms. Buhler was able to obtain through PPP loans, grants, and insurance proceeds on the Ellendales property nearly $300,000.00. This was sufficient funds to make the needed repairs and get the property in shape to be leased. The Debtor estimates that once the repairs are made, which should be in the spring of 2022, the Debtor should generate $12,500.00 in rent, which is the basis for funding a plan. Class 3-A consists of the Secured Claim of Prinsbank. This claimant shall receive its contractual payment of $4,652.47 which shall bear interest at the rate of 3.5% per annum. The payments shall continue until this claim is paid in full. Class 3-B consists of the Secured Claim of Watson Law Group, PLLC. This claimant shall receive its contractual payment of $219.32 which shall bear interest at the rate of 5% per annum. The payments shall continue until this claim is paid in full. Class 3-C consists of the Secured Claim of Metropolitan Government – Nashville Davidson County. This claimant shall receive its contractual payment of $12.05 which shall bear interest at the rate of 12% per annum. The payments shall continue until this claim is paid in full. Class 4 consists of General Unsecured Claims with $4,731.79 total amount of claims. This claimant shall receive its contractual payment of $89.29 which shall bear interest at the rate of 5% per annum. The payments shall continue until this claim is paid in full. Monthly payments shall be made on a pro rata basis based on the value of each unsecured claim. Any plan payments returned to the Debtor by unsecured creditors shall become property of the reorganized Debtor. Under Ch. 7 Liquidation, Unsecured Creditors will receive 100% of their Claims. Under the Plan, Unsecured Creditors will receive 100% of their Claims. Interest holders will maintain all stock. The Plan will be funded by the proceeds from the rental income from real property. A full-text copy of the Disclosure Statement dated August 10, 2021, is available at https://bit.ly/37IbD7S from PacerMonitor.com at no charge. Counsel to the Debtor: STEVEN L. LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com About Buhler-Freeman Management Buhler-Freeman Management is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor filed Chapter 11 Petition (Bankr. M.D. Tenn. Case No. 21-02410) on August 8, 2021. At the time of filing, the Debtor disclosed $2,000,000 total assets and $1,202,761 total liabilities. Hon. Marian F. Harrison oversees the case. Steven L. Lefkovitz, Esq. of LEFKOVITZ & LEFKOVITZ is the Debtor's Counsel. CAESARS ENTERTAINMENT: Moody's Alters Outlook on 'B2' CFR to Stable ------------------------------------------------------------------- Moody's Investors Service affirmed Caesars Entertainment, Inc.'s ("Caesars") B2 Corporate Family Rating and B2-PD Probability of Default Rating. The company's existing senior secured notes due 2025 were affirmed at B1, and the company's existing senior unsecured notes due 2027 were affirmed at Caa1. The company's Speculative Grade Liquidity rating remains SGL-1 and the outlook was changed to stable from negative. Additionally, Caesars Resort Collection, LLC's ("CRC"; a wholly owned subsidiary of Caesars), senior secured revolver and term loans were affirmed at B1, senior secured notes due 2025 were affirmed at B1, and senior unsecured notes due 2025 were affirmed at Caa1. CRC's outlook was changed to stable from negative. The change in outlook to stable from negative and affirmation of Caesars' B2 CFR considers the improvement in operating performance since the company's casinos have reopened following the 2020 closures. Moody's expects Caesars' improved operating performance will continue in 2021 and 2022, led by the recovery in the company's regional properties and to be followed by strengthening Las Vegas operations. Moody's expects the earnings gains and debt reduction funded from positive free cash flow and asset sale proceeds will reduce leverage from the peaks hit during the coronavirus and improve the company's financial flexibility, aided by very good liquidity, to manage amid the lingering effects of the pandemic. The following ratings/assessments are affected by the action: Ratings Affirmed: Issuer: Caesars Entertainment, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Regular Bond/Debenture, Affirmed B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD6) Issuer: Caesars Resort Collection, LLC Gtd Senior Secured Revolving Credit Facility, Affirmed B1 (LGD3) Gtd Senior Secured Term Loan B, Affirmed B1 (LGD3) Senior Secured Regular Bond/Debenture, Affirmed B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD6) Outlook Actions: Issuer: Caesars Entertainment, Inc. Outlook, Changed To Stable From Negative Issuer: Caesars Resort Collection, LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE Caesars' B2 CFR reflects the company's high leverage level following the acquisition of Caesars Entertainment Corp. by Eldorado Resorts, Inc. in July 2020. Debt-to-EBITDA leverage, while expected to remain high, will come down towards 8x for 2021 on a consolidated basis and to an estimated 6.7x in 2022. Free cash flow generation and asset sales are expected to contribute meaningfully to reducing leverage in 2021 and 2022. The recovery from the meaningful earnings decline from efforts to contain the coronavirus is underway, with the company's regional operations rebounding more quickly than its Las Vegas operations as convention and group business have been slower to ramp than leisure travel. Continued sequential improvement is expected through 2021. Caesars benefits from the size and diversification of its operations both on the Las Vegas Strip and regionally throughout the US. The company's brand strength and recognition, sizeable Caesars rewards database and program are additional key credit strengths. Caesars remains vulnerable to travel disruptions and unfavorable sudden shifts in consumer spending and the uncertainty regarding the pace at which consumer spending at gaming properties will recover. The recent acquisition of William Hill plc positions Caesars for the opportunity in the high-growth U.S. sports betting and igaming sectors, although will require significant investment to scale the business and gain market share. Caesars' speculative-grade liquidity rating of SGL-1 reflects very good liquidity. As of March 31, 2021, the company had $1.8 billion of cash and cash equivalents, and over $2.0 billion of restricted cash which included funds to facilitate the acquisition of William Hill that closed in April 2021, as well as amounts held in escrow to provide funds for a three year capital expenditure plan in New Jersey. The company maintains a $1.185 billion revolver at Caesars due 2025 and a $1.025 billion revolver at CRC that matures December 2022. As of March 31, 2021, there were no borrowings outstanding with availability of $2.08 billion after minimal letters of credit. The company is currently subject to a minimum liquidity covenant through September 2021 and a maximum net secured leverage test of 6.35x thereafter. This is a springing covenant if utilization under the revolver is 25% and is not applicable to the term loan. Moody's does not expect this covenant to be tested over the coming twelve months and that the company will be in compliance with its covenants. Moody's assessment of Caesars is based on a consolidated approach. Caesars Entertainment Inc. now guarantees the bank credit facilities and secured and unsecured notes of Caesars Resort Collection, LLC, although CRC, the surviving legacy pre-acquisition entity with rated debt, does not guarantee Caesars Entertainment Inc.'s debt. The rating and outlook rationale for Caesars as well as the upgrade and downgrade considerations below apply collectively to consolidated Caesars Entertainment, Inc. A cross default is in place at Caesars given CRC's debt is considered material indebtedness, as CRC is part of Caesars's restricted group and included in covenants contained in Caesars' credit agreement. The CRC debt does not cross default to Caesars' debt. The entities have common ownership, management, operational functionality, and ability for cash to be readily moved between the entities to support operations and debt reduction. Debt instrument ratings at Caesars and CRC are based on the priority of claim and recovery estimates given they have differing claims on the Caesars and CRC asset pools. The guarantee on CRC's debt from Caesars Entertainment, Inc. is only from the holding company and not from Caesars Entertainment, Inc.'s operating subsidiaries other than CRC. As a result, Caesars Entertainment, Inc.'s debt continues to have a structurally senior claim relative to the CRC debt on the former Eldorado operating assets. Moody's expects the company's focus will be on repaying and refinancing debt at CRC with new debt at the Caesars Entertainment Inc. level. Repayment of debt over time at CRC could result in CRC secured and unsecured debt being notched above the respective secured and unsecured debt at Caesars. The coronavirus outbreak and the government measures put in place to contain it continue to disrupt economies and credit markets across sectors and regions. Although an economic recovery is underway, it is tenuous, and continuation will be closely tied to containment of the virus. As a result, a degree of uncertainty around Moody's forecasts remains. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The gaming sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, Caesars remains exposed to travel disruptions and discretionary consumer spending that leave it vulnerable to shifts in market sentiment in these unprecedented operating conditions and Caesars remains vulnerable to a renewed spread of the outbreak. Governance considerations include Moody's expectation that Caesars will focus on reducing debt and leverage. Caesars' absence of a dividend ensures more free cash flow is available for debt reduction and to fund investments. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects the recovery in the company's business exhibited in the second half of 2020, and Moody's expectation for continued sequential improvement in 2021. The stable outlook also incorporates the company's very good liquidity and Moody's expectation for leverage to continue to come down from current elevated levels as the business recovers and debt is reduced from free cash flow and asset sale proceeds. Caesars remains vulnerable to travel disruptions and unfavorable sudden shifts in discretionary consumer spending and the uncertainty regarding the pace at which consumer spending at gaming properties will recover. Ratings could be downgraded if liquidity deteriorates or if Moody's anticipates Caesars' earnings recovery will be more prolonged or weaker than expected because of actions to contain the spread of the virus or reductions in discretionary consumer spending. Ratings could be downgraded if the company's debt-to-EBITDA leverage is sustained over 8.0x on a consolidated basis or if free cash flow is weak or negative excluding major development projects. Ratings could be upgraded if earnings recover such that comfortably positive free cash flow and reinvestment flexibility is restored, and debt-to-EBITDA leverage is sustained below 6.5x. The principal methodology used in these ratings was Gaming published in June 2021. Caesars Entertainment, Inc. is a publicly-traded company that owns and operates 54 domestic gaming properties in 16 states with approximately 54,600 slot machines, video lottery terminals ("VLTs) and e-tables, approximately 3,200 table games and approximately 47,700 hotel rooms. Reported revenue for the last twelve months ended June 30, 2021 was over $7 billion. CBL & ASSOCIATES: Gets Court OK to Exit Bankruptcy Under New Owner ------------------------------------------------------------------ Steven Church of Bloomberg News reports CBL & Associates Properties won court permission to cut $1 billion in debt, mainly by handing ownership to bondholders. U.S. Bankruptcy Judge David R. Jones overruled objections by a handful of preferred shareholders who complained they should be given priority over common shareholders. Under the reorganization plan, bondholders get 89% of the new CBL and shareholders 11% when the company exits bankruptcy protection later this 2021. Preferred shareholders and common shareholders will split that 11% stake equally; the preferred shares demanded more. About CBL & Associates Properties 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 four other 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). Another 172 entities sought bankruptcy protection on November 2, 2020, and CBL/Regency I, LLC on November 13. Laredo Outlet Shoppes, LLC filed its Chapter 11 petition on May 26, 2021. The cases are jointly administered with CBL & Associates Properties' case as the lead case. 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.read the full article log in. CEDAR FAIR: S&P Hikes ICR to 'B' on Improved Attendance Trend ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S. regional theme park operator Cedar Fair L.P. one notch to 'B' from 'B-'. S&P also raised its issue-level rating on the company's secured debt to 'B+' with a recovery rating of '2' and its issue-level rating on the company's unsecured debt to 'CCC+' with a recovery rating of '6'. The outlook is stable despite high expected leverage in 2021 because of the company's recent substantial improvement in attendance, expected leverage in the mid-to-high 5x range by the end of 2022, and adequate liquidity. The upgrade to 'B' reflects S&P's expectation that Cedar Fair's attendance trends at its theme parks and increased spending per capita could reduce S&P Global Ratings' measure of leverage to the mid-to-high 5x area by the end of 2022. Following depressed levels of attendance in 2020 due to park closures, cautious consumer behavior, government restrictions, and discomfort wearing masks for extended periods in warm outdoor weather, attendance at Cedar Fair's theme parks improved to around 85% of 2019 levels on a comparable same-day basis for the five weeks prior to Aug. 1. The recent attendance trends followed a first quarter in which Cedar Fair chose not to open its only year-round park, Knott's Berry Farm, and a second quarter in which it reported attendance that was only 40% of 2019 levels due to fewer operating days as a result of delayed park openings. S&P believes that consumers are materially less resistant to--and to some extent eager to--reenter public spaces, which is supporting a rebound in the attendance at Cedar Fair's parks this summer. Additionally, Cedar Fair reported that per capita spending in its parks for the five weeks prior to Aug. 1 was about 20% above levels for the same period in 2019. Admission spending per capita and in-park spending per capita remain elevated significantly above pre-pandemic levels, which could be due to pent-up demand, government stimulus, ticket price increases, and a higher mix of general admission attendance relative to group. Cedar Fair's improved operating trends drive S&P's expectation that total revenues could improve to around 20%-30% below 2019 levels this year. S&P said, "In our updated base-case scenario, we assume the company's theme parks remain open without any significant additional restrictions for the remainder of this year and next. However, we intend to monitor the potential effects of regional restrictions, including park closures, capacity limits, or mask mandates, that may hurt its attendance numbers." Cedar Fair burned significant amounts of cash during the pandemic, and its attendance has recovered slower than some other regional theme park operators, which will slow its ability to reduce leverage compared with rated peers. Cedar Fair has added $705 million of net debt from the beginning of 2020 through the end of the second quarter 2021 because of its significant cash burn during the pandemic. The leveraging impact of park closures and depressed attendance was more severe for Cedar Fair, compared with peers SeaWorld and Six Flags, who tacked on $60 million and $282 million of net debt, respectively, from the beginning of 2020 through the end of the second quarter 2021. Additionally, Cedar Fair's attendance has been slower to recover, and in the second quarter of 2021 its recovery to 40% of 2019 levels compared unfavorably with SeaWorld and Six Flags, who reported 90% and 79% of 2019 levels, respectively. S&P believes that Cedar Fair's parks could have been slower to ramp up attendance due to a heavier weighting of its parks in states that imposed stricter restrictions on theme parks. As a result, Cedar Fair will be slower to reduce leverage, and it could take the company several years to reduce leverage back to its 3x-4x net leverage policy target. S&P expects that Cedar Fair's business optimization plan could support an improvement in margin. Management is currently implementing a series of transformational initiatives that it expects will generate around $50 million of incremental EBITDA by 2024 at pre-pandemic levels of attendance. These changes span across revenue, procurement, seasonal labor, and marketing, with about 40% of the expected benefit coming from fixed-cost reductions, and around 60% of the expected benefit coming from variable cost savings and revenue enhancements. S&P expects these cost reductions could partially offset inflationary labor pressures through 2022. S&P expects Cedar Fair to end fiscal year 2021 with substantial cash balances and anticipate that its capital allocation decisions over the next several quarters could substantially affect its net leverage. As of June 27 2021, Cedar Fair had about $293 million of cash on hand, which is elevated compared with the level of cash it carried on its balance sheet prior to the pandemic. Cedar Fair has already increased its planned capital spending for 2022 and we believe it could spend even more to catch up on the capital expenditures it deferred during 2020 if its operating trends remain strong. S&P said, "Given our expectation that the company's net leverage will remain above 5x through 2022, we do not incorporate any dividends in our forecast until at least 2023. However, depending on how it deploys its cash--which we believe it could use for acquisitions, investments, share repurchases, or debt repayment depending on its available opportunities and management's priorities--its net leverage could be higher or lower than our current base-case assumption through 2022." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The outlook is stable despite high expected leverage in 2021 because of the company's recent substantial improvement in attendance, expected leverage in the mid-to-high 5x range by the end of 2022, and adequate liquidity. S&P said, "We believe a downgrade is unlikely over the next 12 months given the company's recent improvement in operating performance and expected cushion compared to our downgrade threshold in 2022. We could lower the rating if we expect the company will sustain leverage of greater than 7x. "We could raise the rating if we believe that Cedar Fair will sustain leverage below 6x incorporating volatility over the economic cycle. Any upgrade will require further clarity regarding the path of rising COVID cases in the U.S. and corresponding risks around future regional related restrictions." CHESAPEAKE ENERGY: Plans to Buy Rival Driller Vine Energy --------------------------------------------------------- Simon Casey of Bloomberg News reports that Chesapeake Energy Corp., the natural gas producer that emerged from bankruptcy earlier this year, agreed to acquire a rival driller controlled by Blackstone Group Inc. for about $2.2 billion as consolidation accelerates in the U.S. shale patch. The cash-and-stock deal announced Wednesday values Vine Energy Inc., which produces gas in Louisiana's Haynesville and Mid-Bossier shale plays, at $15 per share. Vine closed Tuesday at $14.88 in New York trading. The U.S. shale sector has been under pressure from investors to consolidate in order to achieve cost savings, boost dividends and create operators with greater scale. About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NASDAQ: CHK) operations are focused on discovering and responsibly developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. CHESAPEAKE ENERGY: Vine Energy Deal No Impact on Moody's Ba3 CFR ---------------------------------------------------------------- Moody's Investors Service says Chesapeake Energy Corporation's announced acquisition of Vine Energy Holdings LLC will add further scale and cash flow, but increases debt and leverage. Therefore, Chesapeake's Ba3 corporate family rating and stable outlook will not be affected by this transaction. The transaction will add significant Haynesville/Deep Bossier acreage and production at a reasonable valuation with good strategic fit near the premium Gulf Coast markets. The acquisition will also lower Chesapeake's transportation cost in the basin, and allow for up to $50 million in average annual savings from operating and capital synergies. However, it will increase Chesapeake's debt balance by roughly $950 million or by 75% from pre-acquisition level, slightly weakening the company's strong leverage metrics. The acquired assets also have significant undeveloped reserves and acreage that will require significant future capital investments. Chesapeake has indicated that it will repay Vine's existing secured debt under the first lien revolving credit facility (unrated) and second lien term loan at closing using cash on hand. Vine also has $950 million of senior unsecured notes due 2029, which Chesapeake does not plan to repay or refinance at this point. Despite taking on the incremental Vine debt, Chesapeake will continue to boast a strong balance sheet and cash flow profile given its very low debt balance when it emerged from bankruptcy in early 2021. The company has recently instituted a variable distribution policy and raised common dividends. This acquisition will boost Chesapeake's free cash flow generation capacity to support its distribution and growth objectives. While the company remains committed to low leverage, strong shareholder returns and free cash flow generation, Moody's believe financial policy and operational strategy will continue to evolve over the next 12-18 months. Chesapeake is still searching for a new CEO. The Vine acquisition is valued at $2.2 billion, including Vine's outstanding debt. The purchase price is comprised of 92% equity and 8% cash, and the cash portion will be funded with balance sheet cash. Vine shareholders will receive a fixed exchange ratio of 0.2486 Chesapeake shares of common stock and $1.20 of cash for each share of Vine common stock owned. Upon closing, Chesapeake shareholders will own approximately 86% and Vine shareholders will own approximately 14% of the fully diluted shares of the combined company. Chesapeake will not require a shareholder vote, but the transaction is subject to a vote by Vine shareholders. However, The Blackstone Group Inc., that owns 70% of Vine's common stock, has already agreed to support the transaction. The transaction is expected to close in the fourth quarter of 2021, subject to certain regulatory approvals. Chesapeake Energy Corporation is a large and diversified publicly traded natural gas focused exploration and production company based in Oklahoma City, Oklahoma. CINCINNATI TERRACE: Seeks to Hire Colliers as Property Manager -------------------------------------------------------------- Cincinnati Terrace Associates LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ West Shell Commercial Inc., doing business as Colliers International/Greater Cincinnati, as its property manager. The Debtor needs the assistance of a property manager to provide a liaison with the Cincinnati city government and inspect the former Terrace Plaza Hotel located at 15 West Sixth St., Cincinnati, Ohio at least once a week. Colliers has requested a post-petition retainer of $8,500 from the Debtor. Paul Plattner, senior vice president of Colliers International, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Plattner Colliers International 425 Walnut Street, Suite 1200 Cincinnati, OH 45202 Telephone: (513) 721-4200 Email: Paul.Plattner@colliers.com About Cincinnati Terrace Associates Cincinnati Terrace Associates, LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 21-41548) on June 9, 2021. David Goldwasser, manager and restructuring officer of FIA Capital Partners, signed the petition. At the time of the filing, the Debtor disclosed between $10 million and $50 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and David Goldwasser of FIA Capital Partners, LLC serve as the Debtor's legal counsel and chief restructuring officer, respectively. CITY-WIDE COMMUNITY: Gets OK to Hire Capstone as Property Manager ----------------------------------------------------------------- City-Wide Community Development Corporation and its affiliates received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Capstone Real Estate Services, Inc. Capstone will oversee the management and operation of the Lancaster Urban Village Apartments owned by Lancaster Urban Village Residential, LLC, an affiliate of City-Wide Community Development. The property is located at 4417 South Lancaster, Dallas. The firm will receive a fee of 2.5 percent of the gross monthly income or $1,500 per month, whichever is greater. In addition, a leasing fee of $200 per unit will be paid to the manager when the resident signs the lease agreement and pays the deposit for the first month's rent until a 90 percent occupancy level is achieved. As disclosed in court filings, Capstone does not represent interests adverse to the Debtors or their estate in the matters upon which the firm is to be engaged. The firm can be reached through: Matthew C. Lutz Capstone Real Estate Services, Inc. 210 Barton Springs Road, Suite 300 Austin, TX 78704 Phone: 512-646-6700 Email: info@capstonemanagement.com About City-Wide Community Development Corp. City-Wide Community Development Corp. and 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 Bankruptcy Code (Bankr. N.D. Texas 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. COMMSCOPE INC: Moody's Gives Ba3 Rating on New Sr. Secured Notes ---------------------------------------------------------------- Moody's Investors Service assigned a Ba3 instrument rating to the proposed senior secured notes of Commscope, Inc. ("Commscope"), a wholly-owned subsidiary of CommScope Holding Company, Inc. Proceeds are expected to refinance near term maturities and pay for related fees and expenses. The following ratings/assessments are affected by the action: New Assignments: Issuer: Commscope, Inc. Senior Secured Global Notes, Assigned Ba3 (LGD3) RATINGS RATIONALE The refinancing is leverage neutral and will benefit Commscope in extending its debt maturity profile. While leverage remains high at approximately 8.1x based on trailing March 2021 results, Moody's expects the core segments to have moderate organic growth over the next several years, as 5G wireless infrastructure spending continues and general economic conditions improve. Although recent performance in the core businesses has been better than Moody's expectations, the company's overall results were negatively impacted by continued declines in the Home Networks business. Commscope is planning to spin-off of the Home Networks segment as a stand-alone public company by the first fiscal quarter of 2022, which should improve CommScope's business profile. CommScope Holding Company, Inc.'s B1 Corporate Family Rating reflects its high financial leverage stemming from the ARRIS acquisition and volatile end market spending patterns balanced by the combined companies' scale and leading market positions, supplying numerous telecom, broadband and enterprise connectivity markets. The profile also considers management's commitment to repay debt and the company's cash generating potential. CommScope is divesting its declining, low margin Home Networks (set-top box) business and Moody's expect the remaining company to have moderate organic growth over the next several years. Given the volatile spending patterns of the company's large cable and telecommunication customers, performance can vary significantly in any given period and negotiating leverage remains limited due to its small size relative to Commscope's main customers. Liquidity is good with about $399 million of cash on the balance sheet (pro forma for the refinancing) plus an additional $1 billion of revolver capacity. Moody's expects the company to generate positive free cash flow this in the range of $300 million to $400 million over the next 12 to 18 months. CommScope Holding Company, Inc.'s negative outlook reflects Moody's concerns about the pace of deleveraging and how long it will take for leverage to get to 6x or below. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Given the negative outlook, an upgrade of CommScope Holding Company, Inc.'s ratings is unlikely. However, an upgrade could occur if the company returns to revenue growth, leverage declines towards 5.0x (including Moody's adjustments) and liquidity remains solid. The ratings could be downgraded if performance does not recover within the next 12-18 months, leverage is not on track to fall below 6.5x or liquidity deteriorates materially. The principal methodology used in this rating was Manufacturing Methodology published in March 2020. CommScope Holding Company, Inc. is the holding company for CommScope, Inc., a supplier of connectivity and infrastructure solutions for the wireless industry, telecom service and cable service providers as well as the enterprise market. ARRIS, acquired April 2019, is one of the largest providers of equipment to the cable television and broadband industries. Pro forma combined revenues were approximately $8.5 billion for the twelve months ended March 2021. CommScope is headquartered in Hickory, NC. COMMSCOPE INC: S&P Rates New $1.25BB Senior Secured Notes 'B' ------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '2' recovery rating to Hickory, N.C.-based telecom equipment and components provider CommScope Inc.'s new $1.25 billion eight-year senior secured notes. The company intends to use the proceeds from this issuance to redeem its existing secured notes due 2024. The '2' recovery rating indicates its expectation for substantial recovery (70%-90%; rounded estimate: 70%) in the event of a payment default. S&P's 'B-' issuer credit rating and stable outlook on CommScope remain unchanged. The rating and outlook reflect its expectation that the company's revenue will return to modest expansion (pro forma for the divestiture of its Home Networks business) as U.S. wireless carriers begin to build their 5G networks in the second half of 2021 and wired broadband network spending levels remain high even as the rate of investment growth slows post-pandemic. CommScope's recent expense reductions will likely enable it to sustain EBITDA margins in the mid-teens percent area in 2021 and we forecast it will generate positive free cash flow of at least $200 million for the year. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's '2' recovery rating on CommScope's secured debt and '5' recovery rating on its unsecured debt are unchanged. -- S&P's simulated default scenario assumes a payment default occurring in 2023 due to reduced investment in communication infrastructure by the company's large cable and wireless customers during a global downturn. -- S&P also assumes slower-than-expected adoption of advanced communications technologies in emerging markets. -- S&P assumes that CommScope repays $1.2 billion of its term loan by the end of 2023, which is consistent with its commitment to reduce leverage. -- S&P values the company as a going concern because it believes it would likely be reorganized rather than liquidated following a default due to its market position, brand, customer relationships, and intellectual property. -- S&P applies a 6.5x multiple to an estimated distressed emergence EBITDA of about $710 million to estimate a gross recovery value of $4.6 billion. -- This multiple is at the higher end of the 5x-7x range S&P typically uses for technology hardware companies, which reflects CommScope's market-leading products and customer relationships. Simulated default assumptions -- Simulated year of default: 2023 -- EBITDA at emergence: $710 million -- EBITDA multiple: 6.5x Asset-based lending (ABL) facility is 60% drawn at default Simplified waterfall -- Net enterprise value (after 5% administrative costs): $4.4 billion -- Priority claims (ABL): $610 million -- Valuation split (obligors/nonobligors): 60%/40% -- Value available to secured lenders: $3.3 billion -- Secured debt claims: $4.6 billion --Recovery expectations: 70%-90% (rounded estimate: 70%) -- Value available to unsecured lenders: $600 million -- Senior unsecured debt claims: $5.3 billion --Recovery expectations: 10%-30% (rounded estimate: 10%) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors less priority claims plus equity pledge from nonobligors after nonobligor debt. COMMUNITY ECO: Committee Taps Dentons Bingham Greenebaum as Counsel ------------------------------------------------------------------- The official committee of unsecured creditors of Community Eco Power, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the District of Massachusetts to hire Dentons Bingham Greenebaum, LLP as its legal counsel. The firm will render these services: a. advise the committee with respect to its rights, duties and powers in the Debtors' Chapter 11 cases; b. assist and advise the committee in its consultations with the Debtors relating to the administration of the cases; c. assist the committee in analyzing the claims of the Debtors' creditors, the Debtors' capital structure, and in negotiating with the holders of claims and, if appropriate, equity interests; d. assist the committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors and of the operation of the Debtors' businesses; e. assist the committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation for the Debtors; f. assist and advise the committee as to its communications, if any, to the general creditor body regarding significant matters in this case; g. represent the committee at all hearings and other proceedings; h. review, analyze, and advise the committee with respect to applications, orders, statements of operations and schedules filed with the Court; i. assist the committee in preparing pleadings and applications as may be necessary in furtherance of the committee's interests and objectives; and j. perform other legal services. The firm's hourly rates are as follows: Andrew Helman, Partner $400 per hour Douglas Everette, Partner $610 per hour April Wimberg, Partner $375 per hour Christopher Madden, Sr. Associate $345 per hour Gina Young Managing Associate $280 per hour Dentons will also be reimbursed for out-of-pocket expenses incurred. Andrew Helman, Esq., a partner at Dentons, disclosed in court filings 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 through: Andrew C. Helman, Esq. Dentons Bingham Greenebaum, LLP One Beacon Street, Suite 25300 Boston, MA 02108, Phone: (617) 235-6800 Email: andrew.helman@dentons.com About Community Eco Power Community Eco Power, LLC and affiliates, Community Eco Pittsfield, LLC and Community Eco Springfield, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-30234) on June 25, 2021. Their cases are jointly administered under Community Eco Power, LLC. On the petition date, Community Eco Power disclosed up to $50,000 in assets and up to $10 million in liabilities. Affiliates, Community Eco Pittsfield and Community Eco Springfield each disclosed $1 million to $10 million in both assets and liabilities. The petitions were signed by Richard Fish, president and chief executive officer. D. Sam Anderson, Esq., Adam R. Prescott, Esq., and Kyle D. Smith, Esq. at Bernstein, Shur, Sawyer and Nelson, PA, serve as the Debtor's legal counsel. The U.S. Trustee for Region 1 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Dentons Bingham Greenebaum, LLP. DBMP LLC: Judge Questions Asbestos Maneuver of CertainTeed LLC -------------------------------------------------------------- Andrew Scurria of The Wall Street Journal reports that a bankruptcy judge said building-products maker CertainTeed LLC appears to have disadvantaged asbestos-injury claimants by placing its asbestos liabilities in chapter 11, spotlighting a corporate maneuver that some congressional Democrats want to curb. Judge J. Craig Whitley of the U.S. Bankruptcy Court in Charlotte, N.C., said Tuesday, August 10, 2021, the company may have defrauded injury claimants when it used a corporate affiliate with no employees or operations as a "vessel designed to ferry...asbestos liabilities into bankruptcy." About DBMP LLC DBMP, LLC is a North Carolina limited liability company and the direct parent company of Millwork & Panel LLC, which manufactures vinyl siding and polyvinyl chloride (PVC) trim products for the construction market at facilities it owns in Claremont, N.C. and Social Circle, Ga. It is a defendant in tens of thousands of asbestos-related lawsuits pending in courts throughout the United States. DBMP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 20-30080) on Jan. 23, 2020. At the time of the filing, the Debtor disclosed assets of between $500 million and $1 billion and liabilities of the same range. Judge J. Craig Whitley presides over the case. The Debtor tapped Jones Day as bankruptcy counsel; Bates White LLC as consultant; Robinson, Bradshaw & Hinson, P.A. and Schiff Hardin LLP as special counsel; and Epiq Corporate Restructuring, LLC as claims, noticing and balloting agent. The Debtor also tapped Donlin, Recano and Company, Inc. to oversee the submission of personal injury questionnaires by claimants. The official committee of asbestos personal injury claimants appointed in the Debtor's case tapped Robinson & Cole, LLP and Caplin & Drysdale, Chartered as its bankruptcy counsel. Hamilton Stephens Steele Martin, PLLC is the committee's local counsel. The court approved the appointment of Sander L. Esserman as the future claimants' representative in the Debtor's case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP and Stutzman, Bromberg, Esserman & Plifka, a Professional Corporation, as his bankruptcy counsel. Alexander Ricks PLLC is the FCR's North Carolina counsel. ECLIPSE MIDCO: S&P Assigns 'B-' Rating on New First-Lien Term Loan ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating To Eclipse Midco Inc.'s (doing business as ECi Software Solutions) new $170 first-lien term loan. The company plans to use the proceeds from the add-on to fund its acquisition of a U.S.-based enterprise resource planning (ERP) software provider for a total price consideration of $174 million (including financing fees and expenses). S&P said, "Our 'B-' issuer credit rating and stable outlook on Eclipse Midco remain unchanged, as do all issue-level ratings on the firm's existing debt. We expect this acquisition to be accretive to ECi's manufacturing vertical and expand its revenue by approximately $30 million. In addition, management is targeting $8 million of annual synergies from the transaction. "On a pro forma basis, we estimate ECi's S&P Global Ratings-adjusted debt to EBITDA will be about 10x as of the close of the transaction before declining to about the mid-8x range by the end of fiscal year 2021, as its profitability improves due to management's cost-rationalization efforts. We believe the company's EBITDA margins will expand materially in 2021 as one-time transaction expenses related to its leveraged buyout by Leonard Green roll off. "Additionally, we expect ECi's 2021 EBITDA margins to benefit from the full realization of the synergies from its acquisition of Shockwave, as well as its COVID-19-related savings. Accordingly, we expect the company's EBITDA margins to rise to the mid- to high-30% area from 31% in 2020. We also forecast the company will further reduce its leverage in 2022 as it fully integrates its new acquisition and realizes all of the outstanding synergies from its recent transactions. Therefore, we forecast ECi's leverage will improve to the 7.0x-7.5x area by 2022 and anticipate its funds from operations (FFO) to debt will remain above 5% throughout our forecast horizon." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P rates the company's first-lien secured debt 'B-' with a '3' recovery rating and its second-lien secured debt 'CCC' with a '6' recovery rating. -- S&P's simulated default scenario contemplates a default occurring in 2023 due to a failure to successfully integrate its recent acquisitions and stem its revenue and profit declines amid intensifying customer attrition that leads to losses in its core ERP business and attached business applications. -- S&P values the company on a going-concern basis using a 6.0x multiple of our projected emergence-level EBITDA. This multiple reflects the company's small operational scale and growth prospects relative to that of its peers. Simulated default assumptions -- Simulated year of default: 2023 -- Emergence EBITDA: Approximately $94 million -- Multiple: 6.0x -- Jurisdiction: U.S. Simplified waterfall: -- Gross recovery value: About $645 million -- Net recovery value for waterfall after admin. expenses: About $613 million -- Obligor/nonobligor valuation split: 75%/25% -- First-lien secured debt claims: About $978 million -- Collateral value available to first-lien secured creditors: $559 million --Recovery expectations: 70%-90% (rounded estimate: 65%) -- Second-lien secured debt claims: About $263 million --Recovery expectations: 0%-10% (rounded estimate: 5%) Note: Estimated claim amounts include approximately six months of accrued but unpaid interest that S&P assumes would be outstanding at default. Amounts have been rounded. EDUCATIONAL TECHNICAL: Seeks to Tap C. Conde & Assoc. as Counsel ---------------------------------------------------------------- Educational Technical College, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ C. Conde & Assoc. as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its duties, powers and responsibilities in this Chapter 11 case; (b) advise the Debtor whether a reorganization is feasible and, if not, assist the Debtor in the orderly liquidation of its assets; (c) assist the Debtor with respect to negotiations with creditors; (d) prepare legal papers; (e) appear before the bankruptcy court, or any court in which the Debtor asserts a claim interest or defense related to this case; and (f) perform such other legal and necessary notary services. The hourly rates of the firm's attorneys and staff are as follows: Carmen D. Conde Torres, Senior Attorney $350 Associates $300 Junior Attorney $275 Paralegal/Law Clerk $150 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $20,000 from the Debtor. Carmen Conde Torres, Esq., senior attorney at C. Conde & Assoc., disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Carmen D. Conde Torres, Esq. C. Conde & Assoc. 254 De San Jose Street, Suite 5 Old San Juan, PR 00901-1523 Telephone: (787) 729-2900 Facsimile: (787) 729-2203 Email: condecarmen@condelaw.com About Educational Technical College Bayamon, P.R.-based Educational Technical College, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 21-02392) on Aug. 9, 2021. At the time of the filing, the Debtor listed $1,969,503 in assets and $1,407,201 in liabilities. Judge Edward A. Godoy oversees the case. Carmen D. Conde Torres, Esq., at C. Conde & Assoc. serves as the Debtor's legal counsel. ELECTROTEK CORP: Committee Seeks to Tap Husch Blackwell as Counsel ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 case of Electrotek, Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Husch Blackwell LLP as its legal counsel. Husch will render these legal services: (a) assist, advise, and represent the committee with respect to the administration of the bankruptcy case; (b) provide legal advice with respect to the committee's powers and duties; (c) assist the committee in working to maximize the value of the Debtor's assets for the benefit of the Debtor's unsecured creditors; (d) assist the committee with respect to evaluating and negotiating a plan of reorganization; (e) conduct any investigation, as the committee deems appropriate, concerning, among other things, the assets, liabilities, financial condition and operating issues of the Debtor; (f) commence and prosecute any and all necessary and appropriate actions and/or proceedings on behalf of the committee; (g) prepare legal papers; (h) communicate with the committee's constituents and others as the committee may consider necessary or desirable in furtherance of its responsibilities; (i) appear in court and represent the interests of the committee; and (j) perform all other legal services for the committee. The hourly rates of Husch's attorneys and staff are as follows: Partners $400 - $820 Senior Counsel $335 - $790 Associates $250 - $500 Paralegals $180 - $300 The attorneys and paralegals who will primarily work on this matter, and their respective hourly billing rates, are as follows: Buffey E. Klein, Partner $500 Caleb T. Holzaepfel, Senior Associate $395 Ryan A. Burgett, Senior Associate $385 Derek Terry, Associate $290 Penney Keller, Paralegal $285 In addition, Husch will seek reimbursement for out-of-pocket expenses incurred. Buffey Klein, Esq., a partner at Husch Blackwell, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Buffey E. Klein, Esq. Husch Blackwell LLP 1900 N. Pearl, Suite 1800 Dallas, TX 75201 Telephone: (214) 999-6100 Facsimile: (214) 999-6170 Email: buffey.klein@huschblackwell.com - and – Caleb T. Holzaepfel, Esq. Husch Blackwell LLP 736 Georgia Avenue, Suite 300 Chattanooga, TN 37402 Telephone: (423) 266-5500 Facsimile: (423) 266-5499 Email: caleb.holzaepfel@huschblackwell.com About Electrotek Corp. Electrotek Corporation, a Carrollton, Texas-based manufacturer of electrical equipment and component, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-30409) on March 8, 2021. In the petition signed by Mike Swerdlow, chief financial officer, the Debtor disclosed as much as $10 million in assets and as much as $50 million in liabilities. Judge Michelle V. Larson oversees the case. Joyce W. Lindauer Attorney, PLLC serves as the Debtor's legal counsel. On July 8, 2021, the U.S. Trustee for the Northern District of Texas appointed an official committee of unsecured creditors. The committee tapped Husch Blackwell LLP as its legal counsel. EVO TRANSPORTATION: Late-Filed 10-K Shows $32.7M Net Loss for 2019 ------------------------------------------------------------------ EVO Transportation & Energy Services, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $32.71 million on $179.15 million of total revenue for the year ended Dec. 31, 2019, compared to a net loss of $6.58 million on $25.60 million of total revenue for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $111.74 million in total assets, $122.87 million in total liabilities, $341,000 in series A redeemable preferred stock, $1.2 million in redeemable common stock, and a total stockholders' deficit of $12.67 million. Houston, Texas-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Aug. 10, 2021, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations and lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/728447/000156459021042927/evoa-10k_20191231.htm About EVO Transportation Headquartered in Peoria, AZ, EVO Transportation & Energy Services, Inc. is a transportation provider serving the United States Postal Service ("USPS") and other customers. EVO is the second largest surface transportation company serving the USPS with approximately 1,000 vehicles in operation as of Dec. 31, 2019. EZTOPELIZ LLC: Case Summary & 2 Unsecured Creditors --------------------------------------------------- Debtor: Eztopeliz, LLC 850 Trailwood Ave Titusville, FL 32796 Business Description: Eztopeliz, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: August 12, 2021 Court: United States Bankruptcy Court Middle District of Florida Case No.: 21-03674 Debtor's Counsel: Michael A. Nardella, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd., Ste. 300 Orlando, FL 32801 Tel: 407-966-2680 Email: mnardella@nardellalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jeffrey C. Unnerstall as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VBD7TTY/EZTOPELIZ_LLC__flmbke-21-03674__0001.0.pdf?mcid=tGE4TAMA FAMILY FRIENDLY: Wins Cash Collateral Access Thru Sept 30 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division, has authorized Family Friendly Contracting LLC to use cash collateral on an interim basis in accordance with the budget through September 30, 2021. The Debtor requires the use of Cash Collateral to meet its ordinary and necessary expenses, including but not limited to payroll, insurance, utilities, taxes, licenses, and vendors so that it may maintain and preserve the value of its assets for the benefit of its estate and creditors. As of the Petition Date, the Debtor was indebted and liable to Live Oak under a Loan Agreement dated November 20, 2020 in the principal amount of $5,000,000, that Loan Agreement dated November 20, 2020 in the principal amount of $500,000, and the Loan Agreement dated November 20, 2020 in the principal amount of $250,000, plus accrued and unpaid interest, costs and other charges or amounts due under the Loan Agreements. As adequate protection for the Debtor's use of cash collateral, Live Oak is granted valid, binding, continuing, enforceable, fully perfected replacement liens with the same validity, extent, and priority on the same assets on which it held prepetition liens and all products and proceeds thereof to the extent of any Diminution in Value. The Debtor and the Debtor's estate reserve all its rights and defenses concerning the validity, extent and priority of any of the alleged liens of Live Oak. In the event Live Oak's alleged lien on Cash Collateral is determined to be invalid, then the adequate protection provided hereunder to Live Oak will be null and void. To the extent not already granted in the Loan Documents, Live Oak is granted valid, binding, continuing, enforceable, fully-perfected, first-priority security interest in and liens on all automobiles owned by the Debtor not subject to an existing properly-perfected prepetition security interest, and second-priority liens on any Vehicles which are subject to an existing properly perfected prepetition security interest, to the extent of any Diminution In Value. The Debtor agrees that all proceeds from the sale of the Vehicles, after satisfaction of any Prior Vehicle Liens from the collateral securing such liens, will be paid to Live Oak and applied to the Loans in accordance with the Loan Documents. A final hearing on the matter will be held on or before September 30 at a date and time to be set by the Court upon the request of the Debtor and Live Oak. A copy of the order and the Debtor's budget for August and September is available at https://bit.ly/3jKO3gF from PacerMonitor.com. The Debtor projects $20,000 in A/R collections and $11,202.20 in expenses for August. About Family Friendly Contracting LLC Family Friendly Contracting LLC is a local home improvement, restoration and contract management company that provides reliable services to homeowners and commercial properties in Maryland, D.C. and West Virginia. Its commercial and residential services include fire and smoke restoration, water and flood damage restoration, storm and wind damage restoration, remodeling, additions, basement finishing, and service support for property management companies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 21-14213) on June 27, 2021. In the petition signed by Adam Borcz, chief financial officer, the Debtor disclosed up to $10 million in both assets and liabilities. Paul Sweeney, Esq. at Yumkas, Vidmar, Sweeney & Mulrenin, LLC is the Debtor's counsel. Live Oak Banking Company, as lender is represented by: David W. Gaffey, Esq. Whiteford Taylor Preston LLP 3190 Fairview Park Drive, Suite 800 Falls Church, VA 22042 Tel: (703) 280-3374 Email: dgaffey@wtplaw.com FIVETOWER LLC: Seeks Approval to Hire Markowitz as Special Counsel ------------------------------------------------------------------ FiveTower, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Markowitz, Ringel, Trusty & Hartog, PA as special counsel. The Debtor needs the assistance of a special counsel to assist the estate with the collection of merchant receivables on the following matters pending in the Circuit Court in Miami-Dade County Florida: (i) FiveTower, LLC v. Dr. Shine & Restoration, et. al., Case No. 19-31856; and (ii) FiveTower, LLC v. Sami Kohen, et. al., Case No.: 19-25560-CA-01. The firm will be paid a contingency fee of 25 percent and reimbursed for work-related expenses incurred. Thomas Ringel, Esq., a founding partner at Markowitz, Ringel, Trusty & Hartog, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas Ringel, Esq. Markowitz, Ringel, Trusty & Hartog, PA 9130 South Dadeland Boulevard, Suite 1800 Miami, FL 33156 Telephone: (305) 670-5000 Facsimile: (305) 670-5011 Email: tringel@mrthlaw.com About FiveTower LLC FiveTower, LLC sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-17617) on Aug. 2, 2021, disclosing up to $1 million in assets and up to $10 million in liabilities. Judge Laurel M. Isicoff oversees the case. The Law Firm Of Weiss Serota Helfman Cole & Bierman, P.L. and Markowitz, Ringel, Trusty & Hartog, PA serve as the Debtor's bankruptcy counsel and special counsel, respectively. FMBC INVESTMENTS: Seeks to Hire Baggott Law as Special Counsel -------------------------------------------------------------- FMBC Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ the Law Firm of Baggott Law, PLLC as its special counsel. The firm's services include representation in adversary proceedings or contested matter and participation in any potential settlement negotiation. The firm's hourly rates are as follows: Attorneys $400 per hour Paralegals $150 per hour As disclosed in court filings, Baggott Law does not represent interests adverse to the Debtor and its estate in the matters upon which the firm is to be engaged. The firm can be reached through: Roland W. Baggott III, Esq. Baggott Law, PLLC 4525 Harding Pike, Suite 105 Nashville, TN 37205 Phone: (615) 620-4580 Fax: (615) 620-4581 (fax) Email: roland@baggottlaw.com About FMBC Investments Nashville, Tenn.-based FMBC Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 21-01880) on June 18, 2021. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Charles M. Walker oversees the case. Dunham Hildebrand, PLLC and the Law Firm of Baggott Law, PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. FMBC INVESTMENTS: Taps Dunham Hildebrand as Bankruptcy Counsel -------------------------------------------------------------- FMBC Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Dunham Hildebrand, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. rendering legal advice with respect to the rights, powers and duties of the Debtor in the management of its property; b. investigating and, if necessary, instituting legal action to collect and recover assets of the Debtor's estate; c. preparing all necessary pleadings, orders and reports; d. assisting the Debtor in the preparation, presentation and confirmation of its disclosure statement and plan of reorganization; e. performing all other necessary legal services. Dunham Hildebrand's standard hourly rates are as follows: Attorneys $325 - $400 per hour Paralegals $175 per hour The firm received $16,738 as a retainer. Dunham Hildebrand is a "disinterested person" under Bankruptcy Code Section 101(14), according to court papers filed by the firm. The firm can be reached through: Griffin S. Dunham Dunham Hildebrand, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Phone: 615-933-5850 Email: griffin@dhnashville.com About FMBC Investments Nashville, Tenn.-based FMBC Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 21-01880) on June 18, 2021. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Charles M. Walker oversees the case. Dunham Hildebrand, PLLC and the Law Firm of Baggott Law, PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. FOREST LEAF: Seeks Approval to Hire Raya Construction Group ----------------------------------------------------------- Forest Leaf, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Raya Construction Group, LLC, a Fort Mill, S.C.-based contractor, to provide repair services for its real property in Charlotte, N.C. The firm will receive up to $56,100 for its services. Alex Peter, a principal at Raya Construction Group, disclosed in a court filing that his firm is a disinterested person pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alex F. Peter Raya Construction Group, LLC 2764 Pleasant Rd, Suite 770 Fort Mill, SC 29708 Phone: (803) 897 6562 Email: office@raya-construction.com About Forest Leaf LLC Forest Leaf, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-43935) on Nov. 8, 2020, listing under $1 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by The Law Office of Rachel S. Blumenfeld PLLC. FREIGHT-BASE SERVICES: Seeks to Hire Daniel Anderson as Accountant ------------------------------------------------------------------ Freight-Base Services, Inc. and Freight-Base Customs Brokers, Inc. seek approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Daniel Anderson, a certified public accountant practicing in Oakbrook Terrace, Ill. Mr. Anderson will render these services: (a) prepare financial statements; (b) apply accounting and financial reporting expertise to assist the Debtors in the presentation of financial statements; (c) maintain financial records for the Debtors; (d) prepare various federal and state tax returns for the Debtors; (e) assist with monthly operating reports and other financial documents or information requested or required by the court or the U.S. Trustee; and (f) perform a compilation engagement with respect to those financial statements. Mr. Anderson will be paid at his hourly rate of $170 and his clerical staff at $130 per hour. The accountant disclosed in a court filing that he and his firm are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Daniel K. Anderson Fernandez, Johnson & Anderson, LLC 1S443 Summit Ave., Ste. 302 Oakbrook Terrace, IL 60181 Telephone: (630) 932-4880 About Freight-Base Services Freight-Base Services, Inc. and Freight-Base Customs Brokers, Inc. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 21-06990) on June 1, 2021. In the petition signed by Jack Groat, president, Freight-Base Services listed under $1 million in both assets and liabilities. Judge Donald R. Cassling oversees the cases. The Debtors tapped Timothy M. Hughes, Esq., at Lavelle Law Ltd. as legal counsel and Daniel K. Anderson as accountant. Thomas E. Springer is the Chapter 11 trustee appointed in the Debtors' cases. The trustee is represented by Lavelle Law, Ltd. FREIGHT-BASE SERVICES: Trustee Seeks to Tap Lavelle Law as Counsel ------------------------------------------------------------------ Thomas Springer, the trustee appointed in the Chapter 11 cases of Freight-Base Services, Inc. and Freight-Base Customs Brokers, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Lavelle Law, Ltd. as his legal counsel. Lavelle Law will render these legal services: (a) advise the Debtors regarding their assets and operations to successfully reorganize; (b) prepare legal papers; (c) prepare, file and prosecute any and all actions to recover property of the estate and perform all necessary functions related to the execution of court's orders; (d) prepare and file a plan of reorganization; and (e) perform any and all necessary legal services. The hourly rates of Lavelle Law's attorneys and staff are as follows: Timothy M. Hughes $460 Law Clerks $100 Timothy Hughes, Esq., an attorney at Lavelle Law, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Timothy M. Hughes, Esq. Lavelle Law Ltd. 1933 N. Meacham Road, Ste. 600 Schaumburg, IL 60173 Telephone: (847) 705-7555 Email: thughes@lavellelaw.com About Freight-Base Services Freight-Base Services, Inc. and Freight-Base Customs Brokers, Inc. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 21-06990) on June 1, 2021. In the petition signed by Jack Groat, president, Freight-Base Services listed under $1 million in both assets and liabilities. Judge Donald R. Cassling oversees the cases. The Debtors tapped Timothy M. Hughes, Esq., at Lavelle Law Ltd. as legal counsel and Daniel K. Anderson as accountant. Thomas E. Springer is the Chapter 11 trustee appointed in the Debtors' cases. The trustee is represented by Lavelle Law, Ltd. GALLERIA OF ST. MATTHEWS: Seeks Sept. 8 Plan Exclusivity Extension ------------------------------------------------------------------ Debtor Galleria of St. Matthews, LLC requests the U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division to extend the exclusive periods during which the Debtor may file a Chapter 11 plan to September 8, 2021, and to solicit acceptances to November 8, 2021. The Court issued a Notice for Objections regarding the Second Extension Motion setting August 13, 2021, as the deadline for parties to object to the requested extension. To date, no objections to the Second Extension Motion have been filed, and the requested Order has not yet been entered. Since the filing of the Second Extension Motion, the Debtor's primary secured creditor, Commonwealth Bank & Trust Company, has filed a Motion for Stay Relief and Abandonment of Commonwealth's collateral. The disposition of the Stay Relief Motion will significantly influence the contours of a confirmable plan in this case. The requested extension will reduce the Debtor's likelihood of undertaking a burdensome plan amendment process while otherwise soliciting support for its chapter 11 plan. The Court has set a hearing on the Stay Relief Motion for September 1, 2021. A copy of the Debtor's Amended Motion to extend is available at https://bit.ly/3yx81lf from PacerMonitor.com. About Galleria of St. Matthews Galleria of St. Matthews, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the owner of a fee simple title to a property located at 4101-4127 Oechsli Ave., Louisville, Ky., valued at $1.75 million. Galleria of St. Matthews sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 21-30360) on February 19, 2021. Enrique L. Pantoja, the manager, signed the petition. In the petition, the Debtor disclosed total assets of $1,817,376 and total liabilities of $4,024,374. Judge Charles R. Merrill oversees the case. Kaplan Johnson Abate & Bird, LLP, and Duncan Galloway Egan Greenwald, PLLC serve as Debtor's bankruptcy counsel and special counsel. GIRARDI & KEESE: Won't Talk at Contempt Hearing of Lion Air ----------------------------------------------------------- Law360 reports that Thomas V. Girardi will refuse to testify in upcoming contempt proceedings for former Girardi Keese attorneys who are accused of helping him take their clients' settlement funds, telling a Chicago federal judge Monday that if he were called to the stand, he would invoke his constitutional right to remain silent. His silence could be problematic for David Lira and Keith Griffin, the first two lawyers other than Girardi himself to face potential punishment over the scandal, as the mid-September hearing will test their claims that Girardi alone controlled and understood the law firm's finances. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com GRUPO AEROMEXICO: Reaches Deal With Creditors on Max 737 Leases --------------------------------------------------------------- Andrea Navarro of Bloomberg News reports that Grupo Aeromexico and its Committee of Unsecured Creditors have reached an agreement on the airline's intent to sign new leases for 737 Max aircraft, according to a motion filed before a N.Y. bankruptcy court. Creditors have agreed for Aeromexico to continue the lease negotiations and any contracts that result will only be effective pending the court's approval. The final hearing on the motion is set for Aug. 30, 2021. About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) -- https://www.aeromexico.com/ -- is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, the Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. Timothy Graulich, Esq., of Davis Polk and Wardell LLP, serves as counsel to the Debtors. HI TORK POWER: Wins Cash Collateral Access ------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, has authorized Hi Tork Power, Inc. to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to finance its operation. As adequate protection for the use of Cash Collateral, S&P Financial Services, Inc., MME Capital, LLC, Western Alliance Bank and Global Financial & Leasing Services, LLC, SPG Advance, LLC, The Fundworks, LLC, Alpha Capital Source, Amax Leasing Source, GFY Cap LLC, Fundbox and the U.S. Small Business Administration are granted replacement liens on all post-petition cash collateral and postpetition acquired property to the same extent and priority they possessed a valid, perfected and enforceable security interest as of the Petition Date. A final hearing on the matter is scheduled for August 20, 2021 at 1:30 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3ySnegA from PacerMonitor.com. The Debtor projects $$110,000 in gross monthly income and $$95,886 in total monthly expenses. About Hi Tork Power, Inc. Hi Tork Power, Inc. is in the power generation and supply business in Houston, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-32660) on August 5, 2021. In the petition signed by Jorge Tijerina, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Christopher Lopez oversees the case. Robert Chamless Lane, Esq., at the Lane Law Firm is the Debtor's counsel. HOMES BY KC: Hearing on $290K Sale of Atlanta Property on Aug. 17 ----------------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia will convene a hearing on Aug. 17, 2021, at 10:30 a.m. (ET), to consider Homes by KC, LLC's sale of the real property located at 1373 Benteen Way SE, in Atlanta, Georgia 30315, to Chaz Coggins for $290,000. The hearing will be held in Courtroom 1404, United States Courthouse, 75 Ted Turner Drive, SW, Atlanta, Georgia 30303. Given the current public health crisis, hearings may be telephonic only. Parties should check the "Important Information Regarding Court Operations During COVID-19 Outbreak" tab at the top of the GANB Website prior to the hearing for instructions on whether to appear in person or by phone. The Counsel for the Debtor will serve the Order and Notice upon all creditors and the United States Trustee. About Homes By KC Homes By KC, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-63784) on March 2, 2020. At the time of the filing, the Debtor had between $100,001 and $500,000 in both assets and liabilities. Judge James R. Sacca oversees the case. Rountree, Leitman & Klein, LLC is the Debtor's legal counsel. HOOD LANDSCAPING: Selling Approx. 40-Acre Cook County Land for $90K ------------------------------------------------------------------- Hood Landscaping Products, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Georgia a notice of its sale of the following two parcels of real estate to William Bush, P.O. Box 68, Adel, GA 31620, free of liens and claims: (i) 19.6 acres +/- (Parcel No. 0055 022) located in Land Lots 188, 9th Land District of Cook County, Georgia, for a purchase price of $45,000; and (ii) 20 acres +/- (Parcel No. 0035 025) located in Land Lots 145 and 146, 5th Land District of Cook County, Georgia, for $45,000. Both parcels are subject to a first priority security deed of Farmers and Merchants Bank's ("FMB") and subordinate liens. The Debtor proposes to disburse the sale proceeds of each parcel as follows: Closing costs, attorney fees for closing attorney, transfer taxes, real estate taxes to Cook County Tax Commissioner and pay the remaining proceeds to FMB. A hearing on the Motion is set for Aug. 31, 2021, at 10:30 a.m. Given the current public health crisis, hearings may be telephonic only. Parties must check "Important Information Regarding Court Operations During COVID-19 Outbreak" on the Court's website (www.gamb.uscourts.gov) and see Administrative Orders 137 & 139 prior to the hearing on whether to appear in person or by phone. Parcel No. 0055 022 is subject to the following liens or claims, shown in the order of priority: A. Farmers and Merchants Bank ("FMB") security deed recorded in the Cook County Clerks' Office securing a debt of approximately $4,456,600; B. Cook County Tax Commissioner claim for real estate taxes estimated to be $2,728.78; C. American Zurich Insurance Company claim by a Fi. Fa., issued by the Superior Court of Cook County, Georgia in case no. 2015-CV-025 recorded in Lien Docket 45, Page 243 on 6-15-17 in the amount of $180,636.12; D. Georgia Department of Labor claim by an Unemployment Contribution Fi. Fa., 201808946 dated 2-16-18 and recorded in Lien Book 48, Page 301 on 3-28-18 in the amount of $1,726.36; E. Georgia Department of Labor claim by an Unemployment Contribution Fi. Fa, 201823940 dated 5-16-18 and recorded in Lien Book 50, Page 229 on 7-16-18 in the amount of $1,726.36; F. Georgia Department of Labor claim by an Unemployment Contribution Fi. Fa., 201840807 dated 8-16-18 and recorded in Lien Book 5 Page 235 on 10-15-18 in the amount of $818.02; G. Trinity Packaging Corporation claim by a Writ of Fi. Fa. issued by the Superior Court of Cook County, Georgia in case no. 2018-CV-F008 recorded in Lien Book 52, Page 48 on 12-11-18 in the amount of $27,935.51; H. Georgia Department of Labor claim by an Unemployment Contribution Fi. Fa., 201858142 dated 11-28-18 and recorded in Lien Book 52, Page 116 on 1-25-19 in the amount of $818.02; I. Georgia Department of Labor claim by an Unemployment Contribution Fi. Fa., 201912507 dated 2-26-19 and recorded in Lien Docket 52, Page 276 on 4-15-19 in the amount of $848.25; and J. House-Hasson Hardware Co., Inc. claim by a Writ of Fi. Fa. Issued by the Superior Court of Cook County, Georgia in case no 2020CV046 recorded in Lien Book 58, Page 6 on May 6, 2020 in the amount of $10,304.24. The Debtor proposes to sell the 19.6 +/-acres free and clear of liens and claims to the Buyer for a purchase price of$45,000. No real estate commission will be paid as part of the sale. The terms of the sale are contained in the Real Estate Sales Contract dated July 16, 2021. The Debtor proposes to pay the following at closing from the sale proceeds of the 19.6 +/-acres: closing costs including attorney/closing fees to closing attorney Pearce Scott for preparing and recording the Warranty Deed estimated to be $201; real estate transfer tax to Cook County Clerk of the Superior Court; real estate taxes to Cook County Tax Commissioner estimated to be $2,728.76; and to pay the balance of the sale proceeds to FMB on account of its first priority security deed. Since FMB's claim exceeds the value of the 19.6+/- acres, there will be no sale proceeds available to pay any subordinate lien or claim. Parcel No. 0035 025 is subject to the following liens or claims, shown in the order of priority: A. Farmers and Merchants Bank ("FMB") security deed recorded in the Cook County Clerks' Office securing a debt of approximately $4,456,600; B. Cook County Tax Commissioner's claim for real estate taxes is estimated to be $0. All taxes are current. C. American Zurich Insurance Company claim by a Fi. Fa., issued by the Superior Court of Cook County, Georgia in case no. 2015-CV-025 recorded in Lien Docket 45, Page 243 on 6-15-17 in the amount of $180,636.12; D. Georgia Department of Labor claim by an Unemployment Contribution Fi. Fa., 201808946 dated 2-16-18 and recorded in Lien Book 48, Page 301 on 3-28-18 in the amount of $1,726.36; E. Georgia Department of Labor claim by an Unemployment Contribution Fi. Fa, 201823940 dated 5-16-18 and recorded in Lien Book 50, Page 229 on 7-16-18 in the amount of $1,726.36; F. Georgia Department of Labor claim by an Unemployment Contribution Fi. Fa., 201840807 dated 8-16-18 and recorded in Lien Book 5 Page 235 on 10-15-18 in the amount of $818.02; G. Trinity Packaging Corporation claim by a Writ of Fi. Fa. issued by the Superior Court of Cook County, Georgia in case no. 2018-CV-F008 recorded in Lien Book 52, Page 48 on 12-11-18 in the amount of $27,935.51; H. Georgia Department of Labor claim by an Unemployment Contribution Fi. Fa., 201858142 dated 11-28-18 and recorded in Lien Book 52, Page 116 on 1-25-19 in the amount of $818.02; I. Georgia Department of Labor claim by an Unemployment Contribution Fi. Fa., 201912507 dated 2-26-19 and recorded in Lien Docket 52, Page 276 on 4-15-19 in the amount of $848.25; and J. House-Hasson Hardware Co., Inc. claim by a Writ of Fi. Fa. Issued by the Superior Court of Cook County, Georgia in case no 2020CV046 recorded in Lien Book 58, Page 6 on May 6, 2020 in the amount of $10,304.24. The Debtor proposes to sell property free and clear of liens and claims to the Buyer for a gross sale price of $45,000. No real estate commission will be paid as part of the sale. The terms of the sale are contained in the Sales Contract dated July 16, 2021. The Debtor proposes to pay the following at closing item the sale proceeds of the property: closing costs including attorney/closing fees to closing attorney Pearce Scott for preparing and recording the Warranty Deed estimated to be $201; real estate transfer tax to Cook County Clerk of the Superior Court; real estate taxes to Cook County Tax Commissioner; and the balance of the sale proceeds will be paid to FMB on account of its first priority security deed. Since FMB's claim exceeds the value of the 20+/- acres, there will be no sale proceeds available to pay any subordinate lien or claim. By the Motion, the Debtor asks the Court to approve the relief sought. A copy of the Contracts is available at https://tinyurl.com/vbkd8t98 from PacerMonitor.com free of charge. About Hood Landscaping Hood Landscaping Products, Inc., a wholesaler of landscaping equipment and supplies in Adel, Georgia., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 19-70644) on June 3, 2019. In the petition signed by CFO Leon Hood, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Judge John T. Laney III oversees the case. Kelley, Lovett, Blakey & Sanders, P.C., is the Debtor's counsel. JANUS INT'L: New Term Loan Add-on No Impact on Moody's B2 CFR ------------------------------------------------------------- Moody's Investors Service said that Janus International Group, LLC's B2 Corporate Family Rating and B2-PD Probability of Default Rating are not affected by the proposed add-on to the company's senior secured term loan maturing 2025, which is rated B2. Proceeds from the add-on will be used to acquire DBCI, a division of Cornerstone Building Brands, Inc. (Cornerstone, B1 stable). The outlook remains stable. DBCI manufactures steel roll-up doors and building products for both the commercial and self-storage industries, which will expand Janus' product offerings into these end markets, including recreational, agriculture and freight and warehousing. Moody's views the all debt financed acquisition of DBCI as credit negative since leverage is modestly worsening. Moody's now projects pro forma adjusted debt-to-LTM EBITDA of around 5x at year-end 2021 versus the previous forecast of about 4.5x. Also, Janus faces significant integration risks merging DBCI, which will be a carve-out from Cornerstone, into its own operating and administrative systems. Providing an offset to Janus' leveraged capital structure is robust operating performance, which is the company's greatest credit strength. Moody's forecasts adjusted EBITDA margin sustained above 20% over the next eighteen months. Janus is the market leader in the domestic construction and remodeling of self-storage units. Positive end market dynamics further support the company's credit profile. Moody's Global Macro Outlook projects US GDP growing by 6.5% in 2021 and 4.5% in 2022, which should benefit Janus' key end markets. Janus earns about 90% of its revenue in the US. Revolver availability and no near-term maturities further enhance Janus' credit profile. The stable outlook reflects Moody's expectation that Janus will maintain robust operating performance. End market dynamics that will continue to support growth and successful integration of DBCI without impacting operations further underpin the stable outlook. Janus International Group, LLC, headquartered in Temple, Georgia, is a global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions, and facility and door automation technologies. Janus is publicly traded, but Clearlake Capital Group, L.P., through its affiliates, owns a minority interest in Janus. KATERRA INC: Volumetric Building to Takeover Manufacturing Plant ---------------------------------------------------------------- Sarah Klearman of San Francisco Business Times reports that a Pennsylvania modular builder is taking over Katerra's manufacturing plant in Tracy, representing both a geographic expansion and move into a new line of products. Philadelphia-based Volumetric Building Cos. is paying $25 million worth of Katerra's assets. The deal includes the lease at the 567,870-square-foot facility, tenant improvements and equipment, VBC CEO Vaughan Buckley told me. It also includes related intellectual property, including patents and some of Katerra's replicable product plans. Katerra, a construction startup founded in 2015 in Menlo Park that later moved its headquarters to Houston, filed for Chapter 11 bankruptcy in June. Bankruptcy court has already blessed the deal, which is expected to close this week. Volumetric specializes in modular building units, which are fully constructed in a manufacturing facility and then assembled at the project site using cranes. The company's projects include multifamily and single-family developments, VBC's website shows. The company currently has only one manufacturing plant in North Carolina, but Buckley told me he has long planned a West Coast expansion and the Katerra bankruptcy provided the perfect opportunity. He said the facility works perfectly with Volumetric's plans, even though Katerra didn't build entire modular units there, using it instead to build panels for modular construction and other components such as wall panels, floor systems, roof truss assemblies, windows, cabinets and finishes. The Tracy plant will allow Volumetric to double modular construction output and create six new business lines: cabinetry, windows, patio doors, countertops, trusses and panelized building components. The company had previously sourced building components for its modular construction manufacturing exclusively from third parties. "If you had asked two years ago, we would have said Katerra was crazy for trying to do this. There was not a substantial benefit in getting involved in the supply chain for your own products when windows and cabinets were so stable, and so was lumber. … That has changed so drastically in the past year," Buckley said, a nod to pandemic-prompted supply chain disruption and the surging price of lumber. Volumetric, which currently has 264 employees, expects to employ around 300 people at the Tracy facility between general operations, building component manufacturing and modular construction manufacturing. The company is seeking to begin building component manufacturing in the next two to three months, Buckley told me, and to bring the modular construction online by mid-2022. It is soliciting applications from former Katerra employees and has so far received about two dozen, according to Buckley. There are 10 years left on the Prologis-owned, plus the option to extend for an additional 10 years without negotiation, he said. Volumetric's revenue has grown 2,000% since 2016, from $5 million to $100 million, Buckley told me. The company has increased its workforce by a factor of about 16 since that time. "Obviously this is a big acquisition for us, and a geographically diverse one, but the concept of constant growth is ingrained at this point," Buckley said. The modular builder eyed California because of the high cost to build and low housing supply in the state, according to Buckley. Because the timeline for completion of modular construction projects is 12 months versus 22 months for "site built jobs," the method "supports increasing cost and time efficiency," Buckley said, making California an attractive market for modular projects. Volumetric has existing design clients in California and has received a handful of letters of intent to purchase modular units. Buckley declined to identify individual clients. "There are already a lot of players outside California sending thousands of apartments a year into the state," he said. "We're coming to California to help increase the market share of this construction method." About Katerra Inc. Based in Menlo Park, Calif., Katerra Inc. is a Japanese-funded, American technology-driven offsite construction company. Katerra was founded in 2015 by Michael Marks, former chief executive officer of Flextronics and former Tesla interim CEO, along with Fritz Wolff, the executive chairman of The Wolff Co. It offers technology-driven design, manufacturing, and assembly solution for bathroom pods, door and window, furniture, and modular utility systems. Katerra and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-31861) on June 6, 2021. In its petition, Katerra disclosed assets of between $500 million and $1 billion and liabilities of between $1 billion and $10 billion. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; Alvarez & Marsal North America, LLC as financial and restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk LLC is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on June 22, 2021. The Committee is represented by Fox Rothschild, LLP. FTI Consulting, Inc., as financial advisor. Weil, Gotshal & Manges LLP is counsel for SB Investment Advisers (UK) Limited, DIP lender. KOSMOS ENERGY: Incurs $57.2 Million Net Loss in Second Quarter -------------------------------------------------------------- Kosmos Energy Ltd. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $57.18 million on $384.12 million of total revenues and other income for the three months ended June 30, 2021, compared to a net loss of $199.39 million on $127.31 million of total revenues and other income for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $147.95 million on $560.69 million of total revenues and other income compared to a net loss of $382.16 million on $305.09 million of total revenues and other income for the same period during the prior year. As of June 30, 2021, the Company had $4 billion in total assets, $645.29 million in total current liabilities, $3.05 billion in total long-term liabilities, and $307.24 million in total stockholders' equity. Commenting on the Company's second quarter 2021 performance, Chairman and Chief Executive Officer Andrew G. Inglis said: "Kosmos delivered strong free cash flow in the second quarter. Through further debt reduction and EBITDAX growth, we expect leverage to continue to reduce through year-end 2021 and into 2022. With strong cash generation, the successful RBL extension and the recently completed GTA FPSO transaction, Kosmos' financial position has materially improved and we remain well positioned to execute our remaining financing plans later this year. Operationally, we remain on track to grow production towards our year-end exit target of 60,000 boepd through our active infill drilling program. With cash generative assets, a solid financial position and rising production, Kosmos is well positioned to generate significant shareholder value through the second half of the year and into 2022." FINANCIAL UPDATE In May 2021, Kosmos successfully completed an amendment and restatement of the RBL facility in conjunction with the spring redetermination. The amendment extended the facility by two years, with a final maturity of March 2027 and reduced the facility size to $1.25 billion. The borrowing base was finalized, with a more conservative price deck, at approximately $1.24 billion with $1.0 billion outstanding as of June 30, 2021. The base business net capital expenditure for the second quarter of 2021 was approximately $68 million, in-line with Company guidance. Net capital expenditure related to Mauritania and Senegal in the second quarter was $83 million. Kosmos exited the second quarter of 2021 with $2.1 billion of net debt and available liquidity of approximately $0.8 billion. The decrease in net debt in the quarter was primarily driven by increased cash generation from higher sales volumes and improving realized oil prices. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1509991/000150999121000077/kos-20210630.htm About Kosmos Energy Kosmos is a full-cycle deepwater independent oil and gas exploration and production company focused along the Atlantic Margins. The Company's key assets include production offshore Ghana, Equatorial Guinea and the U.S. Gulf of Mexico, as well as a world-class gas development offshore Mauritania and Senegal. The Company also maintains a sustainable proven basin exploration program in Equatorial Guinea, Ghana and the U.S. Gulf of Mexico. Kosmos is listed on the NYSE and LSE and is traded under the ticker symbol KOS. Kosmos Energy reported a net loss of $411.58 million in 2020, a net loss of $55.78 million in 2019, a net loss of $93.99 million in 2018, and a net loss of $222.79 million in 2017. As of March 31, 2021, the Company had $3.96 million in total assets, $481.14 million in total current liabilities, $3.12 billion in total long-term liabilities, and $356.78 million in total stockholders' equity. L'INC D'ALINE: Seeks to Hire Michael Jay Berger as Legal Counsel ---------------------------------------------------------------- L'Inc D'Aline Corporation seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Michael Jay Berger as its legal counsel. The firm will render these legal services: (a) communicate with creditors of the Debtor; (b) review the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy proceeding; (d) work to bring the Debtor into full compliance with reporting requirements of the Office of the U.S. Trustee; (e) prepare status reports as required by the court; and (f) respond to any motions filed in the Debtor's bankruptcy proceeding. The hourly rates of the firm's attorneys and staff are as follows: Michael Jay Berger, Esq. $595 Sofya Davtyan, Senior Associate Attorney $525 Debra Reed, Mid-level Associate Attorney $435 Carolyn M. Afari, Mid-level Associate Attorney $435 Samuel Boyamian, Associate Attorney $350 Gary Baddin, Bankruptcy Analyst/Field Agent $275 Senior Paralegals and Law Clerks $225 Bankruptcy Paralegals $200 The Debtor paid the firm $20,000 retainer, plus Chapter 11 filing fee of $1,738. Michael Jay Berger, Esq., the sole owner of the Law Offices of Michael Jay Berger, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212-2929 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: michael.berger@bankruptcypower.com About L'Inc D'Aline Stanton, Calif.-based L'Inc D'Aline Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-11906) on Aug. 3, 2021. In the petition signed by Zaal John Haddadin, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Scott C. Clarkson oversees the case. Michael Jay Berger, Esq. at the Law Offices of Michael Jay Berger, is the Debtor's legal counsel. LAJ CONSTRUCTION: Has Deal on Cash Collateral Access ---------------------------------------------------- Hank M. Spacone, the Chapter 11 trustee of Laj Construction Inc., asks the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, for entry of an order approving his stipulation with Cynthia Frazier and Amit Sharma regarding the Debtor's use of cash collateral. The parties agree the Debtor may use cash collateral from May 1 to October 31, 2021. Frazier will receive 50% of all rent payments received by the Trustee on account of the real property commonly known as 9000 Gerber Road, Sacramento, CA 95829, County of Sacramento AP #121-0010-015-000. On May 10, 2020, the Court granted the Trustee's application to employ Colliers International CA, Inc. as a broker to market the Property along with other properties. The Subject Property is currently under contract with a buyer who the Trustee expects will complete due diligence by September 17, 2021, or sooner. The Trustee does not intend to seek Court approval before the contingencies have been removed. By her Proof of Claim 8-2, Frazier asserts a $1,127,440 claim secured by a trust deed recorded against the Subject Property on August 12, 2003. By his Proof of Claim 14-1, Sharma asserts a $492,000 claim secured by two trust deeds recorded against the Subject Property on July 11, 2018. The Frazier and Sharma trust deeds specifically provide for assignment of rents. A trust deed recorded against the Subject Property on September 26, 2016 in favor of William R. Davies, a creditor scheduled by the Debtor as holding an undisputed $165,000 secured claim, does not provide for assignment of rents. The improvements on the Subject Property include a single-family residence presently occupied by tenants pursuant to a $1,600 month to month lease. The Trustee has received, and continues to receive, monthly rents for the Subject Property. On October 30, 2020, the Court granted the Trustee's stipulation with Frazier whereby the Trustee was authorized to use cash collateral from September 1, 2020 through December 31, 2020, from the Subject Property for insurance, repairs and maintenance, and cover other contingencies related to the Subject Property. Pursuant to the stipulation, Frazier received 50% of all rent payments received by the Trustee on account of the Subject Property. On January 27, 2021, the Court granted the Trustee motion to extend cash collateral usage authority pursuant to a stipulation with Frazier through April 30, 2021, $3,320. Due to inadvertence, the Trustee used cash collateral in a manner consistent with the order after its April 30, 2021 expiration. The estate has no unencumbered funds available, and inaction by the Trustee would only result in the deterioration of the Subject Property and potential liens and penalties for unpaid obligations. The expenses for which the Trustee is seeking approval will result in the highest possible sale price for the Subject Property, and thus the highest possible recovery to the secured creditors. A copy of the motion is available at https://bit.ly/3jQKKEu from PacerMonitor.com. About LAJ Construction LAJ Construction, Inc., owns six properties in Sacramento, Calif., valued by the company at $18.86 million. LAJ Construction filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 19-25566) on Sep. 4, 2019. In the petition signed by LAJ President Madan Lal Sharma, Debtor disclosed $18,860,100 in assets and $6,989,494 in liabilities. Judge Christopher D. Jaime oversees the case. Mark J. Hannon, Esq., is the Debtor's legal counsel. LIBERTY MUTUAL: S&P Rates F Jr. Subordinated Notes Due 2051 'BB+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' rating to Liberty Mutual Group Inc.'s series F junior subordinated notes due 2051. S&P said, "We expect the company to use the proceeds to refinance its 4.95% senior notes due 2022 and for general corporate purposes. We classify the notes as having intermediate equity content. We include securities of this nature, up to a maximum of 15%, in our calculation of total adjusted capital, which forms the basis of our consolidated risk-based capital analysis of insurance companies. "We expect financial leverage, pro forma for this transaction, to be about 30% (including capitalized lease obligations) as of year-end 2021. Over the next 24 months, we expect financial leverage to be 28%-30%. EBITDA fixed-charge coverage is expected to be around 4x-5x in 2021-2022." LIMETREE BAY: Court Okays Sept. 2021 Auction, $10 Million DIP Draw ------------------------------------------------------------------ Law360 reports that a Texas bankruptcy judge Wednesday, August 11, 2021, gave oil refinery Limetree Bay permission to tap into $10 million in financing to get it through the next three weeks of its Chapter 11 case and help it prepare to auction its assets, although he repeated his worry the sale timeline is too short. Following a virtual hearing U.S. Bankruptcy Judge David Jones approved Limetree's spending plans for the rest of the month as well as its sale procedures after hearing it had resolved issues with its debtor-in-possession lender that had derailed a previous hearing on the issues this week. 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. LIMETREE BAY: Judge Pushes Lenders to Finance Disputed Loan ----------------------------------------------------------- Steven Church of Bloomberg News reports that lenders agreed to finish funding a $25 million loan to keep Limetree Bay Holdingsafloat while it reorganizes in bankruptcy, after they initially tried to cancel their pledge. After being questioned by U.S. Bankruptcy Judge David Jones in Houston, lender attorney Jason S. Brookner said that the lenders had agreed to follow through with their promise to fully fund the loan. At the start of a virtual court hearing Monday, August 9, 2021, afternoon, Brookner had said the lenders would only provide about $15 million of the loan because the collateral backing the financing was not as valuable as they first believed. 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. LIMETREE BAY: Judge Rebukes DIP for Cutting $10 Mil. From Offer --------------------------------------------------------------- Law360 reports that the debtor-in-possession lender for oil refinery Limetree Bay Refining on Monday, August 9, 2021, restored a $10 million cut to its financing offer after being chided by a Texas bankruptcy judge for not coming to him first with complaints about lack of information on the plant's value. Following a virtual hearing, U.S. Bankruptcy Judge David Jones postponed a decision on Limetree's auction procedures and final DIP order while the refinery draws up a new Chapter 11 budget to consider a financing offer that dropped from $25.5 million to $15.5 million before the money was restored over the course of the hearing. 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. LIMETREE BAY: Seeks to Hire Jefferies LLC as Investment Banker -------------------------------------------------------------- Limetree Bay Services, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Jefferies, LLC as their investment banker. The firm's services include: (a) providing the Debtors with financial advice in connection with a possible sale, disposition or other business transaction involving all or a material portion of the equity or assets of the Debtors; (b) providing services in connection with financing; (c) analyzing the business, operations, properties, financial condition and prospects of the Debtors; (d) assisting the Debtors in discussions and negotiations with potential transaction counterparties, lenders and creditors; (e) assisting the Debtors in developing a general strategy for accomplishing a transaction; (f) assisting the Debtors in implementing a transaction; (g) assisting the Debtors in evaluating and analyzing a transaction, including the value of the securities or debt instruments, if any, that may be issued in any such transaction; and (h) rendering other investment banking services. The firm will be paid as follows: (a) A monthly fee of $100,000 until the expiration or termination of the engagement. (b) M&A Transaction Fee. To the extent Jefferies commences any "M&A transaction" process and the Debtors subsequently consummate the transaction, a fee, payable upon the closing of such transaction, in accordance with the fee scale below subject to linear interpolation: Transaction Value M&A Transaction Fee Up to $150,000,000 1.90 percent $200,000,000 1.75 percent $300,000,000 1.65 percent $400,000,000 1.55 percent $500,000,000 1.30 percent $750,000,000 1.10 percent $1,000,000,000 1.00 percent (c) Debt Securities Fee. To the extent Jefferies commences any financing process involving debt securities, and the Debtors subsequently consummate such transaction, a fee equal to (i) if the financing involves junior secured debt securities or unsecured debt securities, 2.5 percent of the aggregate principal amount of such debt securities, or (ii) if the financing involves senior secured debt securities, 1.0 percent of the aggregate principal amount of such debt securities. (d) Equity Securities Fee. To the extent Jefferies commences any financing process involving equity securities and the Debtors subsequently consummate such transaction, a fee in an amount equal to 4.0 percent of the aggregate gross proceeds. (e) Bank Debt Fee. To the extent Jefferies commences any financing process involving bank debt and the Debtors subsequently consummate such transaction, a fee equal to (i) if the financing involves junior secured bank debt or unsecured bank debt, 2.5 percent of the aggregate principal amount of such bank debt and (i) if the financing involves senior secured bank debt, 1.0 percent of the aggregate principal amount of such bank debt. Richard Walter Morgner, a partner at Jefferies, 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: Michael O'Hara Jefferies LLC 520 Madison Avenue New York, NY 10022 Tel: (212) 284-2300 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 and its affiliates sought Chapter 11 protection on July 12, 2021. The lead case is In re Limetree Bay Services, LLC (Bankr. S.D. Texas 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. Judge David R. Jones oversees the cases. The Debtors tapped Baker & Hostetler LLP as legal counsel, B. Riley Financial Inc. as restructuring advisor, and Jefferies, LLC as investment banker. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on July 26, 2021. The committee is represented by Pachulski Stang Ziehl & Jones. LOYE GRADING: Unsecureds Will Get 100% Dividend over 36 Months -------------------------------------------------------------- Loye Grading & Tree Service, Inc., submitted an Amended Plan of Reorganization for Small Business dated August 9, 2021. The Debtor filed this Chapter 11 to deal with the effects of business slowdown which lead to a potential seizure of a piece of equipment which it needed to operate. The business issues were caused by Covid which caused the State of North Carolina to limit the number of times which it would authorize the cutting of medians. It also resulted in the cancellation of certain jobs after the Debtor had purchased equipment need to perform the work. The Debtor has been able to obtain additional work and has decided to liquidate certain equipment which will allow it to complete the proposed Plan of Reorganization. The Plan reflects the Debtor's attempt to achieve a consensual plan of reorganization. The Debtor projects that the Plan will achieve a 100% dividend to general unsecured creditors based on filed claims and undisputed non-insider scheduled claims. Class 2a CIT Bank, NA shall have an allowed secured claim in the amount of $57, 281.72. Within 30 days of effective date of the Plan, the Debtor shall pay a minimum of $15,000 to CIT on the allowed claim. The remainder of the claim shall be amortized at 5.5% per annum over 36 months, paid in equal monthly installments of $1,277 beginning on the 15th day of the first full month following the Effective Date and on the 15th day of each month thereafter for a period of 36 months. Class 2b Financial Pacific Leasing has a first lien on a Caterpillar Off Road Vehicle. Financial Pacific shall be allowed a secured claim in the amount of $61,000. The claim shall be amortized at 5.5% per annum over 60 months, paid in equal monthly installments of $1,277 beginning on the 15th day of the first full month following the Effective Date and on the 15th day of each month thereafter for a period of 60 months. Class 2c The Small Business Administration has a secured claim in the amount of $154,746.58 pursuant to a note and security agreement entered into on or around July 2, 2020. The promissory note has an interest rate of 3.75% per annum with payments slated to start 12 months after the issuance of the note and payable at $731.00 per month for 30 years. The Debtor shall pay the SBA pursuant to the terms and conditions of the note. Class 3 consists of General Unsecured Claims. The Debtor commits its future earnings for the distribution to general unsecured claims. It is estimated that over the life of the Plan that general unsecured claims will receive a 100% dividend. The Debtor anticipates that the allowed Class 3 Unsecured Claims will total approximately $47,915.00. The Debtor proposes to pay 100% of the allowed unsecured claims. The claims shall be amortized at 5.5% per annum over 36 months, paid in equal monthly installments of $1,447 beginning on the 15th day of the first full month following the Effective Date and on the 15th day of the month thereafter for a period of 36 months. The Debtor is proposing to sell a 2004 Roll Off Truck which is not needed for future operations. The Vehicle has no liens. The Debtor shall be authorized to sell the Vehicle for an amount of $30,000 or greater. All funds shall be used for payments to unsecured creditors. Additionally, the Debtor may in its sole business discretion, sell assets which are not needed in the business operations. The Plan shall be funded by proposed sale of certain assets, cash on hand and cash flow from future operations. A full-text copy of the Amended Plan of Reorganization dated August 9, 2021, is available at https://bit.ly/3lUYMrr from PacerMonitor.com at no charge. Attorney for the Debtor: Dirk W. Siegmund, Esq. Ivey, McClellan, Gatton & Siegmund, LLP 100 South Elm Street, Suite 500 Greensboro, NC 27401 Telephone: (336) 274-4658 Facsimile: (336) 274-4540 About Loye Grading & Tree Service Loye Grading & Tree Service, Inc., established in June 1997, contracts with the State of North Carolina in order to mow the medians of highways in Rockingham County. It also provides demolition services, tree services, grading and other construction-related services. The company's president is Ricky W. Loye. His wife Pamela is the majority shareholder. Loye Grading & Tree Service sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 21-10257) on May 10, 2021. In the petition signed by Rickey W. Loye, president, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. The Debtor tapped Ivey, Mcclellan, Gatton & Siegmund as bankruptcy counsel and Daniel Forlano as accountant. M&E TRUCK: Plan Confirmation Hearing Reset to Sept. 8 ----------------------------------------------------- Judge Eric L. Frank has entered an order that the hearing on confirmation of the M&E Truck Sales, Inc.'s Amended Chapter 11 Plan Under Subchapter V, presently scheduled on August 11, 2021 is rescheduled to September 8, 2021, at 1:00 p.m. The deadline for filing and serving written objection to confirmation of the Plan is extended to September 1, 2021. About M&E Truck Sales M&E Truck Sales, Inc., sought protection for relief from the Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 20-14242) on Oct. 26, 2020, disclosing $50,000 in assets and $100,001 to $500,000 in liabilities. Center City Law Offices, LLC, serves as the Debtor's counsel. MALLINCKRODT PLC: Ask Court for Add'l 3-Month Hold on Product Suits ------------------------------------------------------------------- Law360 reports that drugmaker Mallinckrodt PLC is asking a Delaware bankruptcy judge for another three-month freeze of litigation against the company, saying with the confirmation of its Chapter 11 plan in sight it can't afford the distraction of dealing with thousands of lawsuits. In a brief filed Tuesday, August 10, 2021, Mallinckrodt said that with creditors voting on its Chapter 11 plan and a hearing on its approval just six weeks away, now was not the time to restart litigation that's been on hold since the company entered bankruptcy last 2020. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MANHATTAN HOSPITALITY: Court Approves Disclosure With Modifications ------------------------------------------------------------------- Judge Dale L. Somers has entered an order that the Disclosure Statement of Manhattan Hospitality, Inc., is modified to reflect the following changes: a. The first paragraph of Paragraph VII (C) is amended as follows: Debtor has two major executory contracts – one with Holiday Hospitality Franchising, LLC and one with HRI Holdings, LLC. The Holiday Hospitality Franchising, LLC contract is for Debtor's use as a Holiday Inn Hotel. The HRI Holdings contract is for the operations of a Houlihan's at the Hotel. Debtor lists a pre-petition monetary default on both Contracts. Both Contracts are vital to the ongoing business operations of the Debtor. b. Paragraph VII(D) is amended and replaced in its entirety as follows: In connection with its license renewal in 2016, the Debtor was required by its license agreement with Holiday Hospitality Franchising, LLC ("HHF") to complete the PIP, attached as Exhibit B to the license agreement, which included renovations to both the exterior and interior of the Hotel. The completion date was initially set for June 15, 2019, and the Debtor was in pre-petition default and has not yet completed the approval process to proceed with the renovations. Debtor will be working with HHF to meet a new design approval deadline and to complete work on its PIP. This will include additional costs to the Debtor that are not reflected in any projections as the total cost is unknown at this time. Debtor's compliance with the license agreement and the completion of the PIP is paramount to a successful Plan and Debtor will work diligently to comply with all necessary improvements. If the Plan is approved, HHF has agreed to extend certain deadlines so that the PIP can be completed, as follows: The Debtor shall submit its design plans so that they can be approved, in HHF's sole and absolute discretion, by December 31, 2021, for Debtor to proceed with renovation. The Debtor shall start all renovations by no later than March 31, 2022, and the Debtor shall complete all renovations required by the PIP by no later than November 30, 2022. Following the Effective Date, HHF may separately issue or require any and all notices or other documentation to affect the modification to the PIP as incorporated herein. c. Paragraph IX(A) is amended as follows: The Plan proposes cramming down the CNB Note pursuant to 11 U.S.C. § 1129(b) and has proposed placing CNB into its own class. Debtor will cure any defaults on its executory contracts with Holiday Hospitality Franchising, LLC and HRI Holdings LLC in 6 months. Debtor will pay all priority tax claims within 5 years of the filing of the Voluntary Petition. The general unsecured creditors will receive 50% on their claims. The Insiders of the Debtor will not receive any distribution from the Chapter 11 Plan. d. Paragraph IX.F.3 is amended to replace the words "Holiday Hospitality Franchising, Inc." with Holiday Hospitality Franchising, LLC" e. Paragraph X(A) is amended to list the following executory contract and unexpired leases: Houlihan's Restaurant, Inc. Holiday Hospitality Franchising, LLC Crown Castle Towers Ground Lease for Hotel Improvements US Bank Equipment Finance HP Financial Wells Fargo Financial Leasing, Inc. GM Financial Six Continents Hotels, Inc. With the above-listed modification as well as the statements on the record, the Court determines the Disclosure Statement contains adequate information for creditors and is APPROVED. Attorneys for the Debtor: Bradley D. McCormack THE SADER LAW FIRM 2345 Grand Boulevard, Suite 2150 Kansas City, Missouri 64108 Main: 816-561-1818 Fax: 816-561-0818 Email: bmccormack@saderlawfirm.com Attorneys for Holiday Hospitality Franchising LLC: Leib M. Lerner Douglas J. Harris 333 South Hope Street, 16th Floor Los Angeles, California 90071 About Manhattan Hospitality Manhattan Hospitality, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 20-41003) on Dec. 17, 2020. At the time of filing, the Debtor disclosed up to $10,000,000 in assets and up to $50,000,000 in liabilities. Judge Dale L. Somers oversees the case. Sader Law Firm represents the Debtor as counsel. Central National Bank, as lender, is represented by Michael R. Munson, Esq., its senior vice president and general counsel. MARINETEK NORTH AMERICA: Seeks to Hire David Jennis as Counsel -------------------------------------------------------------- Marinetek North America, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire David Jennis, P.A. to serve as legal counsel in its Chapter 11 case. The firm will render these services: (a) take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on its behalf, the defense of any actions commenced against the Debtor, negotiations concerning any litigation in which the Debtor may be involved, and objections, when appropriate, to claims filed against the estate; (b) prepare legal papers; (c) advise the Debtor regarding its rights and obligations under the Bankruptcy Code; (d) prepare and file schedules of assets and liabilities; (e) prepare and file a Chapter 11 plan and corresponding disclosure statement, if required; and (f) perform all other necessary legal services in connection with the case. The firm's hourly rates range from $120 to $160 for paralegals and from $275 to $500 for attorneys. Daniel Etlinger, Esq., at David Jennis, 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 through: David S. Jennis, Esq. Daniel E. Etlinger, Esq. Jennis Morse Etlinger, Esq. David Jennis, P.A. 606 East Madison Street Tampa, FL 33602 Telephone: (813) 229-2800 Facsimile: (813) 405-4046 Email: detlinger@jennislaw.com ecf@jennislaw.com About Marinetek North America Inc. Saint Petersburg, Fla.-based Marinetek North America, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case no. 21-03881) on July 26, 2021. John Dunham, senior vice president, signed the petition. At the time of the filing, the Debtor listed $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Daniel Etlinger, Esq., at David Jennis, P.A., represents the Debtor as legal counsel. MEMORIAL HOSPITAL OF SWEETWATER: S&P Affirms BB+ Rev. Bonds Rating ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB+' long-term rating on Sweetwater County, Wyo.'s series 2013A fixed-rate revenue bonds, issued for Memorial Hospital of Sweetwater County (MHSC or Memorial). "The stable outlook reflects our view of Memorial's improved balance sheet position, as demonstrated by its increased unrestricted reserves, paired with a still healthy overall debt profile and no new debt plans beyond a $4.5 million new capital lease," said S&P Global Ratings credit analyst Wendy Towber. "Further, Memorial's better than breakeven fiscal 2022 operating budget should continue to support sound maximum annual debt service coverage," Ms. Towber added. S&P said, "We've evaluated Memorial Hospital of Sweetwater County's ESG risks and find its social risk as above industry peers given its operations are situated in a limited primary service area (PSA) in southwestern Wyoming. While we believe that the COVID-19 pandemic exposes the entire sector to additional social risk and uncertainty, progress with vaccinations and utilization recovery temper that risk assessment in our opinion. We also analyzed MHSC's environmental and governance risks relative to its economic fundamentals, market position, and management and governance and the corresponding effects on its financial profile and determined that each is in line with our view of the sector standard." MHSC is a 99-licensed-bed (58 staffed beds) general acute-care facility located in Rock Springs, Wyo. MICHAEL A. GLEIBER: Seeks to Hire Mancuso Law as Legal Counsel -------------------------------------------------------------- Michael A. Gleiber, M.D., P.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Mancuso Law, P.A. to serve as legal counsel in its Chapter 11 case. The firm will render these services: (a) give advice to the Debtor with respect to its powers and duties and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; (c) prepare legal documents; (d) protect the interests of the Debtor in all matters pending before the court; (e) represent the Debtor in negotiating with creditors and preparing a Chapter 11 plan. Nathan Mancuso, Esq., the firm's attorney who will be handling the case, disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Nathan G. Mancuso, Esq. Mancuso Law, P.A. Boca Raton Corporate Centre 7777 Glades Road Suite 100 Boca Raton, FL 33434 Telephone: (561) 245-4705 Facsimile: (561) 226-2575 Email: ngm@mancuso-law.com About Michael A. Gleiber, M.D., P.A. West Palm Beach, Fla.-based Michael A. Gleiber, M.D., P.A. offers medical services related to the spine. Michael A. Gleiber, M.D. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-17287) on July 28, 2021. In the petition signed by Michael A. Gleiber, president, the Debtor listed as much as $50,000 in assets and as much as $10 million in liabilities. Judge Mindy A. Mora presides over the case. Nathan G. Mancuso, Esq., at Mancuso Law, P.A., represents the Debtor as legal counsel. MKL ENTERPRISE: Unsecureds to Get 18 Cents on Dollar in Plan ------------------------------------------------------------ MKL Enterprise LLC proposes the following First Amended Plan. The value of the property to be distributed under the Plan during the term of the Plan is not less than the Debtor's projected disposable income for that same period. Unsecured creditors holding allowed claims will receive distributions, which the Debtor has valued at approximately 18 cents on the dollar (18 percent). Unsecured creditors will receive on the 10th of every month of the Plan payment of $504. Unsecured claims total $97,355. The Plan also provides for the payment of secured, administrative, and priority claims in accordance with the Bankruptcy Code. The funds received by the Trustee or otherwise included in this Plan but not specifically disbursed to a secured creditor under this Plan, shall be used to pay the claims of the creditors. Attorneys for MKL Enterprise LLC: Daniel Alan Staeven, Bar ID: 27662 Frost & Associates, LLC 839 Bestgate Road, Suite 400 Annapolis, MD 21401 410-497-5947 Daniel.Staeven@frosttaxlaw.com A copy of the Plan dated August 4, 2021, is available at https://bit.ly/3isHMqi from PacerMonitor.com. About MKL Enterprise MKL Enterprise LLC filed a voluntary petition for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No. 20-19935) on November 9, 2020. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Thomas J. Catliota oversees the case. Frost & Associates, LLC serves as the Debtor's counsel. MOON GROUP: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Six affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Moon Group, Inc. 21-11140 145 Moon Road Chesapeake City, MD 21915 Moon Landscaping, Inc. 21-11141 Moon Nurseries, Inc. 21-11142 Moon Site Management, Inc. 21-11143 Moon Wholesale, Inc. 21-11144 Rickert Landscaping, Inc. 21-11145 Chapter 11 Petition Date: August 12, 2021 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Christopher S. Sontchi Debtors' Counsel: William D. Sullivan, Esq. SULLIVAN HAZELTINE ALLINSON LLC 919 North Market Street Suite 420 Wilmington, DE 19801 Tel: (302) 428-8191 E-mail: bsullivan@sha-llc.com - and - KURTZMAN | STEADY, LLC Moon Group's Estimated Assets: $0 to $50,000 Moon Group's Estimated Liabilities: $10 million to $50 million Moon Site Management's Estimated Assets: $1 million to $10 million Moon Site Management's Estimated Liabilities: $10 million to $50 million Moon Wholesale's Estimated Assets: $0 to $50,000 Moon Wholesale's Estimated Liabilities: $10 million to $50 million Rickert Landscaping's Estimated Assets: $0 to $50,000 Rickert Landscaping's Estimated Liabilities: $10 million to $50 million Moon Landscaping's Estimated Assets: $1 million to $10 million Moon Landscaping's Estimated Liabilities: $10 million to $50 million Moon Nurseries' Estimated Assets: $10 million to $50 million Moon Nurseries' Estimated Liabilities: $10 million to $50 million The petitions were signed by John D. Pursell, Jr. as chief executive officer. Full-text copies of the petitions containing, among other items, lists of the Debtors' 20 largest unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WOYPUEA/Moon_Group_Inc__debke-21-11140__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/E6ZXCTA/Moon_Site_Management_Inc__debke-21-11143__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MDS6Y6I/Moon_Wholesale_Inc__debke-21-11144__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MVWGORQ/Rickert_Landscaping_Inc__debke-21-11145__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/EUHMD2A/Moon_Landscaping_Inc__debke-21-11141__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/ES7VVCQ/Moon_Nurseries_Inc__debke-21-11142__0001.0.pdf?mcid=tGE4TAMA List of Moon Nurseries' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. BrightView Landscapes, LLC $152,505 PO Box 740655 Atlanta, GA 30374 2. Diamond Tool & Fastener $140,000 2800 Grays Ferry Ave. Phildelphia, PA 19146 3. Grass B Gone $105,458 78 Camp Sheppard Lane Gandeeville, WV 25243 4. HMS Insurance Associates, Inc. $335,067 20 Wight Avenue, Suite 300 Hunt Valley, MD 21030 5. Hutch's Lawncare $154,590 PO Box 40 Handley, WV 25102 6. J Frank Schmidt & Son $128,358 PO Box 189 Boring, OR 97009 7. Lakeland Cemetery Services $402,413 PO Box 5452 De Pere, WI 54115 8. Marshall Landscaping $78,276 323 Jaymar Blvd. Newark, DE 19702 9. MAT Site Management PA LLC $448,843 130 W. Main Street, #144 Box 144-113 Trappe, PA 19426 10. P & B Lawn Service $178,504 11211 Shalom Lane Hagerstown, MD 21742 11. Parrish Lawn Care & Landscaping $110,423 122 Waite Lane Aliquippa, PA 15001 12. Sabia Landscape, Inc. $125,000 115 E. Glenside Avenue, Suite 9 Glenside, PA 19038 13. Service Group Unlimited $360,618 10188 Auburn Ave Cincinnati, OH 45241 14. SiteOne Landscape Supply $69,138 24110 Network Place Chicago, IL 60673 15. The Davey Tree Expert Company $268,929 1500 N. Mantua Street Kent, OH 44240 16. Tideland Gardens, Inc. $85,226 10040 Perkins Hill Road Chestertown, MD 21620 17. TruGreen $81,316 PO Box 9001033 Louisville, KY 40290 18. United Lawnscape, LLC $96,909 62170 Van Dyke Washington, MI 48094 19. Veris Benefits Consortium $617,103 PO Box 5406 Lancaster, PA 17606 20. AT&T Mobility $52,914 PO Box 6463 Carol Stream, IL 60197-6493 MYCELL TECHNOLOGIES: Selling IP Assets to New Age for $30K in Cash ------------------------------------------------------------------ MyCell Technologies LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a notice of proposed order approving proposed bidding procedures in connection with the sale of intellectual property assets to New Age Ventures LLC for a purchase price of (i) credit bid of $193,754.45; (ii) waiver of $71,010 unsecured claim; and (iii) $30,000 in cash, subject to higher or better offers and Court approval. On Feb. 18, 2021, the Debtor filed the motion seeking to approve, among other things, bidding procedures with regard to the proposed sale of its assets. The Bidding Procedures Hearing on the Bidding Procedures Motion was scheduled for Aug. 10, 2021 at 10:00 a.m. before the Honorable James L. Garrity, Jr. At the Bidding Procedures Hearing, the Debtor intended to seek entry of an order granting the relief requested in the Bidding Procedures Motion. A copy of the Proposed Order is available at https://tinyurl.com/2ym5jfx2 from PacerMonitor.com free of charge. About MyCell Technologies LLC MyCell Technologies LLC is an intellectual property and investment holding company which specializes in the development of proprietary liquid formulations of stable, concentrated omegaâ€3s for use in food, beverage, pet, medical and nutritional products. MyCell Technologies LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-12748) on Nov. 25, 2020. The case is assigned to Judge James L. Garrity, Jr. The Debtor's total assets is at $10,637 and $1,412,021 in total debt. The Debtor tapped Eric H. Horn, Esq., at A.Y. Strauss LLC as counsel. The petition was signed by Glenn R. Langberg, director. NB LOFT: Taps O'Boyle Properties as Investment Banker ----------------------------------------------------- NB Loft Vue, DST and NB Vue Mac, DST seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire O'Boyle Properties, Inc. as their investment banker and real estate broker. The firm's services include: a. listing and marketing the Debtors' properties for sale; b. creating and implementing a sales strategy for the properties; c. preparing appropriate and customary marketing materials or offering memoranda; d. placing signs on the properties; e. simultaneously working to identify potential lenders or investors to replace Fannie Mae as the Debtors' senior secured lender; f. presenting all purchase and refinancing offers to the Debtors and developing and negotiating agreements and counteroffers until a purchase and sale agreement, or definitive replacement financing agreements, are signed and all contingencies are satisfied or waived; and g. to the extent necessary, working with cooperating brokers in selling the properties. The firm will charge for its services on a success fee or commission basis. The firm will be paid as follows: Sale Commission 1.88 percent Investment Banking Services 2.65 percent Commission in Event of Fannie Mae Credit Bid 1.5 percent As disclosed in court filings, O'Boyle is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ryan Lang O'Boyle Properties, Inc. 2530 Walsh Tarlton Ln Austin, TX 78746 Phone: 512-342-8100 Email: ryan.lang@nmrk.com About NP Loft Vue DST NP Loft Vue DST and NB Vue Mac DST sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 21-32292) on July 6, 2021. In the petition signed by Patrick Nelson, authorized representative, the Debtors disclosed up to $50 million in both assets and liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Munsch Hardt Kopf & Harr, P.C. as legal counsel and O'Boyle Properties, Inc. as investment banker and real estate broker. NEET DREAMS: Court Extends Plan Exclusivity Thru September 27 ------------------------------------------------------------- Judge Paul Baisier of the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division extended the period within which the Debtor Neet Dreams LLC has the exclusive right to file a Plan through September 27, 2021. The following reasons warrant the extension of the Debtor's 180-day exclusive period: The Debtor anticipated a claim from US Mortgage Resolutions but has learned this was a previous owner's HELOC which may or may not have a balance not to exceed $68,000. The Debtor listed the creditor at the maximum allowed amount under the original Security Deed, and it is unknown if there's a balance on the HELOC dating back to 2010. The creditor has been contacted and the Debtor is awaiting further information. Only one claim has been filed in the Debtor's case, and the Bar Date has passed. The Debtor discovered new with an in-depth title search that gave rise to the basis for the objections filed opposing the claim and amended claim of one creditor, Sanderwala, LLC. Without resolution of these matters involving two of the three listed creditors, a plan would be premature. Also, creditors will not be harmed or prejudiced by fixing a time within which proofs of claim may be filed. The Amended Objection to Amended Proof of Claim [1-2] was filed June 21, 2021, and a hearing notice date would far exceed the due date for the Plan and Disclosure Statement as it is currently set. The Debtor is in the process of developing a Chapter 11 Plan of Reorganization and Disclosure Statement, to be submitted to holders of claims or interests for acceptance or rejection and to be submitted to the Court for confirmation. The Motion to Extend Exclusivity Period came on for hearing on July 12, 2021, and the Court heard statements and proffer by counsel for Debtor. The United States Trustee did not object to Debtor's Motion to Extend Exclusivity Period. No other party appeared in opposition nor filed any opposition in writing to the Motion to Extend Exclusivity Period with the Court. The Debtor also requested an extension of the time to file a disclosure statement. As there is no deadline to file a disclosure statement that would expire before the requested extension date, that request is not addressed in the Court's Order. Nevertheless, the extension will allow the Objections to be heard and for any additional discovery conducted as deemed necessary for the Debtor's case. A copy of the Debtor's Motion to extend is available at https://bit.ly/3s8dc8U from PacerMonitor.com. A copy of the Court's Extension Order is available at https://bit.ly/3fMwrja from PacerMonitor.com. About Neet Dreams Neet Dreams, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-50047) on January 4, 2021. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Paul Baisier oversees the case. Perrie & Associates, LLC is the Debtor's counsel. NEXTGEN TRANSPORTATION: Seeks to Tap Marilyn D. Garner as Counsel ----------------------------------------------------------------- Nextgen Transportation, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Marilyn Garner, Esq., an attorney practicing in Arlington, Texas, to handle its Chapter 11 case. Ms. Garner will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property; (b) investigate and recover fraudulent or preferential transfers of the Debtor's property before commencement of these proceedings and institute appropriate proceedings for sale of property free and clear of liens and assist in obtaining post-petition financing; (c) defend the Debtor in contested matters or adversary proceedings as they are brought before the court under Chapter 11 administration; (d) prepare legal papers; and (e) advise the Debtor concerning its conduct and Chapter 11 responsibilities and perform all other necessary legal services. The attorney and her legal assistant will be paid at their normal hourly rates of $450 and $150, respectively. Ms. Garner has received a post-petition retainer in the amount of $10,000 from the Debtor. Ms. Garner disclosed in a court filing that she is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Marilyn D. Garner, Esq. Law Office of Marilyn D. Garner 2001 E. Lamar Blvd., Suite 200 Arlington, TX 76006 Telephone: (817) 505-1499 Facsimile: (817) 549-7200 About Nextgen Transportation Nextgen Transportation, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-31314) on July 29, 2021. Broderick Battee, president, signed the petition. Judge Harlin Dewayne Hale oversees the case. Marilyn D. Garner, Esq., serves as the Debtor's legal counsel. NORTONLIFELOCK INC: S&P Places 'BB+' Debt Rating on Watch Negative ------------------------------------------------------------------ S&P Global Ratings placed its 'BB+' ratings on Tempe, Ariz.-based consumer cybersecurity and identity protection provider NortonLifeLock Inc.'s senior secured debt on CreditWatch with negative implications due to the increasing mix of secured debt the company will issue to acquire European cybersecurity software company Avast PLC. Avast shareholders will be able to choose alternative consideration options that have different cash and stock components that would result in Avast's enterprise value in the $8.6 billion-$9.2 billion range. Regardless of the aggregate consideration mix, NortonLifeLock will raise $5.35 billion in new permanent secured debt facilities and increase the share buyback program by up to $3 billion, depending on the ultimate level of stock consideration in order to optimize the capital structure. The company expects the transaction to close in mid-2022. S&P said, "Our 'BB' issuer credit rating on NortonLifeLock is unchanged for now. We could lower the rating because starting leverage will be above our 4x downgrade threshold, but we believe there is a path to reestablishing leverage below 4x. We will also consider whether the business benefits of the combination outweigh the increased financial risk of the incremental debt. We will render a final decision over the next few weeks after we discuss the operating strategy, cost-savings plan, integration risk, and financial policy with management. Our 'BB-' ratings on the company's unsecured debt are unchanged. The increasing mix of secured debt is not likely to affect our unsecured ratings, but if we were to downgrade the issuer credit rating, we would also downgrade the unsecured ratings." The merger will improve NortonLifeLock's geographic diversity by adding a consumer cybersecurity presence in Europe, provide cross-selling opportunities, and increase its scale. It will also provide the opportunity for $280 million of gross cost savings to be realized in the two years following completion of the merger, some of which may be reinvested in growth drivers. S&P said, "Pro forma for the transaction, we estimate S&P Global Ratings adjusted net leverage in the high-4x area based on most recent earnings and excluding cost synergies. We expect organic growth will result in leverage in the mid-4x area at the close of the transaction in mid-2022, and that debt repayment and cost savings could provide a path to leverage below 4x within 12-18 months after closing. The company intends to use some of its cash flow to repay debt until net leverage (management's definition) reaches its target range of 2x-3x. Our review will focus on the business benefits of the transaction and the potential for leverage reduction." Ratings List TO FROM NORTONLIFELOCK INC. Issuer Credit Rating BB/Stable/-- RATINGS PLACED ON CREDITWATCH NORTONLIFELOCK INC. Senior Secured BB+ /Watch Neg BB+ Recovery Rating 2(75%) 2(75%) OCULAR THERAPEUTIX: Incurs $8.5 Million Net Loss in Second Quarter ------------------------------------------------------------------ Ocular Therapeutix, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $8.48 million on $11.72 million of total net revenue for the three months ended June 30, 2021, compared to a net loss of $36.57 million on $1.57 million of total 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 $5.36 million on $19.06 million of total net revenue compared to a net loss of $58.08 million on $4.18 million of total net revenue for the six months ended June 30, 2020. As of June 30, 2021, the Company had $230.71 million in total assets, $150.46 million in total liabilities, and $80.25 million in total stockholders' equity. "It has been a productive quarter for Ocular as we work to build a leading ophthalmology company," said Antony Mattessich, president and chief executive officer. "Net product revenue for DEXTENZA was up nearly 700% against the prior year period and we achieved record quarterly in-market sales of nearly 25,000 billable units, representing a 50% sequential increase over the first quarter. Beyond DEXTENZA, we made significant progress in advancing our pipeline of product candidates, dosing the first patient in our U.S.-based trial of OTX-TKI, and completing a research agreement with Mosaic Biosciences targeting dry-AMD that further builds our product pipeline. In the second half of 2021, we look forward to continued momentum with DEXTENZA, including a PDUFA date in allergic conjunctivitis in October, and further development of our pipeline which includes the expected completion of our Phase 2 clinical trial with OTX-CSI, our cyclosporine-containing intracanalicular insert for the chronic treatment of dry eye disease." As of Aug. 4, 2021, the Company had 76.6 million shares outstanding. As of June 30, 2021, the Company had $191.9 million in cash and cash equivalents versus $209.4 million at March 31, 2021. Based on the Company's current plans and related estimates of anticipated cash inflows from DEXTENZA and ReSure product sales and cash outflows from operating expenses, the Company believes that existing cash and cash equivalents, as of June 30, 2021, will enable the Company to fund planned operating expenses, debt service obligations and capital expenditure requirements through 2023. This cash guidance is subject to a number of assumptions including those related to the severity and duration of the COVID-19 pandemic, the revenues, expenses and reimbursement associated with DEXTENZA, and the pace of research and clinical development programs, among other aspects of the business. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1393434/000155837021010967/ocul-20210630x10q.htm About Ocular Therapeutix Headquartered in Bedford, MA, Ocular Therapeutix, Inc. -- http://www.ocutx.com-- is a biopharmaceutical company focused on the formulation, development, and commercialization of innovative therapies for diseases and conditions of the eye using its proprietary bioresorbable hydrogel-based formulation technology. Ocular Therapeutix's first commercial drug product, DEXTENZA, is FDA-approved for the treatment of ocular inflammation and pain following ophthalmic surgery. Ocular Therapeutix reported a net loss and comprehensive loss of $155.64 million for the year ended Dec. 31, 2020, compared to a net loss and comprehensive loss of $86.37 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $243.04 million in total assets, $159.63 million in total liabilities, and $83.41 million in total stockholders' equity. OMEROS CORP: Incurs $28.6 Million Net Loss in Second Quarter ------------------------------------------------------------ Omeros Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $28.59 million on $28.82 million of net product sales for the three months ended June 30, 2021, compared to a net loss of $33.29 million on $13.53 million of net product sales for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $63.68 million on $49.89 million of net product sales compared to a net loss of $62.33 million on $37.07 million of net product sales for the same period during the prior year. As of June 30, 2021, the Company had $145.39 million in total assets, $47.70 million in total current liabilities, $31.41 million in lease liabilities (non-current), $312.59 million in unsecured convertible senior notes, and a total shareholders' deficit of $246.30 million. "In the second quarter of 2021, Omeros achieved a number of important milestones," said Gregory A. Demopulos, M.D., Omeros' chairman and chief executive officer. "As OMIDRIA sales continue to grow, CMS in its recent OPPS Proposed Rule reaffirmed its determination that OMIDRIA receive separate payment when used in ASCs, and our MASP-3 inhibitor OMS906 is successfully advancing through its Phase 1 clinical trial. Several other important milestones should reach resolution in the near term - FDA's decision on our pending BLA for narsoplimab in the treatment of patients with TA-TMA, results from narsoplimab in the COVID-19 I-SPY platform clinical trial, and the outcome of the NOPAIN Act, which, if enacted by Congress, would mandate Medicare separate payment for non-opioid surgical pain management drugs like OMDRIA not only in ASCs but also in hospital outpatient departments. The remainder of our pipeline also pressed ahead, including the GPR174 program, the core of our immuno-oncology platform - a platform that has expanded beyond GPR174 with new CAR-T and adoptive cellular therapy programs. Omeros' momentum is building, and we look forward to seeing what the rest of the year brings." Total costs and expenses for the second quarter of 2021 were $52.8 million compared to $51.7 million for the first quarter. The increase was primarily due to increased selling, general and administrative expenses in preparation for the anticipated U.S. launch of narsoplimab and additional employee-related costs. Research and development costs decreased quarter over quarter due to the timing of narsoplimab manufacturing related costs, which are expensed rather than included as inventory until the initial marketing approval for narsoplimab is certain. As of June 30, 2021, the company had $73.7 million of cash, cash equivalents and short-term investments. The company also has a line of credit, which permits borrowing up to the lesser of $50.0 million and 85 percent of eligible accounts receivable less certain reserves. Omeros also has an "at the market" program in place that allows the company to sell, from time to time, up to $150.0 million of its common stock. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1285819/000155837021010974/omer-20210630x10q.htm About Omeros Corporation Seattle, Washington-based Omeros -- www.omeros.com -- is a commercial-stage biopharmaceutical company committed to discovering, developing and commercializing small-molecule and protein therapeutics for large-market and orphan indications targeting inflammation, complement-mediated diseases, disorders of the central nervous system and immune-related diseases, including cancers. Omeros reported a net loss of $138.06 million for the year ended Dec. 31, 2020, compared to a net loss of $84.48 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $161.44 million in total assets, $43.43 million in total current liabilities, $27.81 million in non-current lease liabilities, $312.16 million in unsecured convertible senior notes, and a total shareholders' deficit of $221.96 million. ONPOINT OIL: Deadline for Amended Plan Extended to Sept. 7 ---------------------------------------------------------- Judge Sarah A Hall has entered an order granting the Second Application for Extension of Time to File Amended Plan and Disclosure Statement and related deadlines of OnPoint Oil & Gas, LLC. The Debtor will file an amended Plan and Disclosure Statement on or before Sept. 7, 2021. A hearing to consider the Debtor's amended Disclosure Statement shall be held on Oct. 13, 2021 at 9:30 A.M. and shall be conducted telephonically. Oct. 5, 2021, is fixed as the last day for filing and serving written objection to the amended Disclosure Statement. About OnPoint Oil & Gas Oklahoma City, Okla.-based OnPoint Oil & Gas, LLC, is a privately held company in the oil and gas extraction industry. OnPoint Oil & Gas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. WD. Okla. Case No. 20-13383) on Oct. 14, 2020. The petition was signed by Brent Cook, owner. At the time of the filing, the Debtor had total assets of $129,668 and total liabilities of $2,840,455. The Gooding Law Firm, P.C., is the Debtor's legal counsel. PACIFIC ENVIRONMENTAL: Taps Michael Jay Berger as Legal Counsel --------------------------------------------------------------- Pacific Environmental Technologies, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Michael Jay Berger to handle its Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Michael Jay Berger $595 per hour Sofya Davtyan $525 per hour Debra Reed $435 per hour Carolyn M. Afari $435 per hour Samuel Boyamian $350 per hour Gary Badin $275 per hour Senior Paralegals and Law Clerks $225 per hour Bankruptcy Paralegals $200 per hour The firm received a retainer of $20,000 from the Debtor. It will also receive reimbursement for out-of-pocket expenses incurred. Michael Jay Berger, 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. The firm may be reached at: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com About Pacific Environmental Technologies Pacific Environmental Technologies, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 2:21-bk-16058-DS) on July 28, 2021. In the petition signed by Jon Wayne Gow, chief executive officer, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Deborah J. Saltzman oversees the case. Michael Jay Berger, Esq. at Law Offices of Michael Jay Berger is the Debtor's legal counsel. PARFUMS HOLDING: Moody's Alters Outlook on B3 CFR to Positive ------------------------------------------------------------- Moody's Investors Service changed the rating outlook for Parfums Holding Company, Inc. to positive from stable. At the same time Moody's affirmed Parfums' B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also affirmed the company's B3 senior secured credit facility ratings, including its $65 million secured revolving credit facility expiring in 2022 and its senior secured first lien term loan due 2024. Moody's has also corrected the display of information about this issuer on its website, www.moodys.com. In prior press releases and website displays, the debt ratings of Parfums were incorrectly attributed to PDC Wellness & Personal Care Co. ("PDC"), the indirect parent company of Parfums Holding Company, Inc. and issuer of the audited financial statements. The change in the rating outlook to positive from stable reflects Moody's view that Parfums will continue to improve credit metrics through continued debt repayment and earnings growth. Specifically, Parfums has made good progress in reducing financial leverage by nearly ½ turn to 5.6x debt-to-EBITDA for the twelve month period ending March 31, 2021, reflecting mid to high teens revenue growth and good profitability and cash flow. The company has benefitted from the effects of the coronavirus that have forced consumers to remain home. Consumers have focused on self-care, which strengthened demand for products such as the company's Dr. Teal's Epsom salt and Cantu multi-cultural hair care lines. Debt reduction and increased usage of Parfum's products provide the company with a good opportunity to sustain debt-to-EBITDA leverage below 6.0x even when consumers gradually return to more activities away from their homes. The company will also continue to generate good free cash of about $65-$70 million per annum reflecting good earnings and modest capital spending. The affirmation of the B3 CFR reflects Parfums' continued good operating performance, but also recognizes the uncertainty that the company can sustain the current earnings level and debt-to-EBITDA below 6.0x due to high input and transportation costs and the potential volatility in product demand as consumers resume more normal levels of activity outside their homes. In addition, Moody's believes there is event risk because of private equity ownership. Moody's expects Parfums' rate of growth to slow or revenue to potentially decline as consumers return to their regular activities away from the home. Moody's estimates that Parfums will generate revenue growth in the low to mid-single digits over the next 12-18 months. Recent increases in input costs, including higher labor costs related to certain of the company's contract manufacturers, and higher raw material and transportation costs will negatively impact Parfums' EBITDA margins. Moody's expects EBITDA margins to contract by about 100 basis points to 22% in 2021, and remain relatively flat thereafter. Despite concerns related to the effects of a second wave of the coronavirus, Moody's expects the company's major distribution channels -- drug stores and grocery stores -- to remain open. The following ratings are affected by the action: Ratings Affirmed: Issuer: Parfums Holding Company, Inc. Corporate Family Rating, Affirmed at B3 Probability of Default, Affirmed at B3-PD Senior Secured Revolving Credit Facility, Affirmed at B3 (LGD4) Senior Secured 1st Lien Term Loan, Affirmed at B3 (LGD4) Outlook Actions: Issuer: Parfums Holding Company, Inc. Outlook, Changed to Positive from Stable RATINGS RATIONALE Parfums' B3 CFR reflects its high financial leverage of about 5.6x debt-to-EBITDA, small scale relative to larger and better capitalized competitors, aggressive acquisition strategy, and event risk related to its majority ownership by a financial sponsor. Demand for the company's products is vulnerable to shifts in consumer preferences, weakness in household income, retailers' shelf space allocation and marketing support. The mass fragrance, bath, multicultural hair care and beauty segments are also highly competitive and Parfums faces steep competition from branded product companies that are significantly larger, more diverse, financially stronger, and which have much greater investment capacity. These factors are partially balanced by the company's projected ability to generate good free cash flow, good geographic and product diversification and solid historical organic growth in several of the company's key product categories. The rating is also supported by Parfums' well-recognized brand name in niche markets, its good liquidity and Moody's expectation that continued distribution gains and product development will support the company's operating performance over the next 12 to 18 months. Parfums has a limited track record at its current operating scale and the majority of its operations were assembled through a series of acquisitions over the last five years. The management team has delivered strong growth despite the uncertain economic environment through actions such as increasing distribution and focusing on products with favorable demographic support. Moody's expects performance to gradually moderate toward levels consistent with the slower category levels. In addition, the company's revenues and earnings are vulnerable to changing customer preferences and competition -- in particular from much larger, better capitalized competitors in the beauty and multi-cultural haircare care categories. Continued investment in new product development and marketing is necessary to attract and retain consumers. In terms of Environmental, Social and Governance (ESG) considerations, the most important factor for Parfums' ratings are governance considerations related to its financial policies. Moody's views Parfums' financial policies as aggressive given its appetite for debt financed acquisitions. Social considerations impact Parfums in that the company is largely a beauty company. The company sells products that appeal to customers almost entirely due to "social" considerations. To the extent such social customs and mores change, it could have an impact -- positive or negative -- on the company's sales and earnings. The coronavirus outbreak and the government measures put in place to contain it continue to disrupt economies and credit markets across sectors and regions. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, there is uncertainty around Moody's forecasts. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Customer or competitor actions that pressure Parfums' revenue and EBITDA through a deterioration in market share, retail distribution or pricing could result in a downgrade. Acquisitions, shareholder distributions, earnings weakness or other actions that lead to debt-to-EBITDA above 7.5x, or a deterioration in liquidity could also result in a downgrade. An upgrade could be considered if Parfums continues to demonstrate a track record of profitable growth at its current scale. An upgrade would also require that Parfums maintain more conservative financial policies that support debt-to-EBITDA sustained below 6.0x and free cash flow to debt sustained above 6%. Parfums will also need to maintain good liquidity. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. Parfums Holding Company, Inc. headquartered in Stamford, CT, develops, markets and sells fragrance, bath care and specialty bath and hair care products to mass market consumers. Key brands include Dr. Teal's, Cantu, Body Fantasies, Eylure, BODman, and Bodycology. Parfums has been majority-owned by CVC Partners since a leveraged buyout in 2017 and generates annual revenues of about $554 million. PARKING MANAGEMENT: Third Amended Plan Confirmed by Judge --------------------------------------------------------- Judge Julia W. Brand has entered findings of fact, conclusions of law and order confirming the Revised Third Amended Plan of Reorganization in Small Business of Parking Management Services of America, Inc. Pursuant to 11 U.S.C. Sec. 1129(a)(3), the Plan has been proposed in good faith and not by any means prohibited by law. The Plan provides for maximum return on the outstanding debts while preserving Debtor's going concern. The Plan is a plan of reorganization. Debtor's Plan provides that Classes 2A-H – secured claims and Class 4A- general unsecured claims are impaired. Under the Plan, Classes 2A; 2B; 2C; 2D; 2E; 2F; 2G and 2H will receive 100% with interest under the Plan. The general unsecured claims (Class 4A) will be repaid 82.84% on their claims without interest over the 60 month term of the Plan. In contrast, the general unsecured creditors in Class 4A would receive 4.05% on their claims in liquidation as evidenced in the Disclosure Statement, accompanying the Plan. Thus, under the terms of the Plan, any recovery received by the creditors would exceed recovery in Chapter 7 liquidation. The Court nevertheless finds, per Debtor's request, that the Plan meets the requirements of 11 U.S.C. §1129(b) as to the Classes of secured creditors' claims of 2A; 2B; 2C; 2F; 2G; and 2H which did not cast the votes whereby the Plan does not unfairly discriminates said classes and is fair and reasonable. A copy of the Plan Confirmation Order dated August 9, 2021, is available at https://bit.ly/3m42DSW from PacerMonitor.com at no charge. Counsel for the Debtor: Alla Tenina, Esq. Tenina Law, Inc. 15250 Ventura Blvd, Suite 601 Sherman Oaks, CA 91403 Phone: (213)596-0265 Fax: (310)774-3674 E-Mail: alla@teninalaw.com About Parking Management Services of America Parking Management Services of America, Inc., provides parking attendants and attending personnel to various third parties' parking locations. Parking Management Services filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-21103) on Sept. 19, 2019, in Los Angeles, California. TENINA LAW, INC., serves as the Debtor's counsel. PG&E CORP: Experiences Rising State Oversight Risk as Fire Spreads ------------------------------------------------------------------ Mark Chediak of Bloomberg News reports that A sprawling Northern California wildfire has now destroyed more than 1,000 buildings, crossing a key threshold that puts PG&E Corp. at risk of heightened regulatory scrutiny and ultimately could set the utility further down a path toward a state takeover. The Dixie Fire, which PG&E says may have been sparked by its equipment, is the second-largest blaze in state history, according to the California Department of Forestry and Fire Protection. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers;(ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP serves as special regulatory counsel. Munger Tolles & Olson LLP is also special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PHILIPPINE AIRLINES: Starts Plane's Return Amid Restructuring ------------------------------------------------------------- Miguel R. Camus of the Philippine Daily Inquirer reports that Philippine Airlines (PAL) is preparing to return one of its aircraft to the lessor and reduce its fleet amid an ongoing restructuring program, a regulatory filing showed in the first week of August 2021. PAL had sought "advanced clearance" from the Department of Finance (DOF) to return or re-export one of its Airbus A321-231 planes that was earlier brought into the country tax-free. This was according to a Bureau of Customs memorandum dated July 19, 2021, but posted on its website on Aug. 5 this year. In an attached letter to the flag carrier, Antonette Tionko, finance undersecretary for revenue operations group, said the department had already cleared the airline's request, subject to customs laws and regulations. Tionko also asked PAL to inform the department of the final terms of the return since these "have yet to be finalized." "In case the exportation should not proceed, the DOF likewise request that it be notified," she added in the letter. PAL earlier announced plans to return aircraft and downsize its fleet under a comprehensive pandemic survival program to restructure debts, cut losses and continue flight operations. In its annual report, it explained the fleet adjustment was meant to "reduce capacity and match the projected reduced market demand in the short term." It also planned to discontinue unprofitable international routes. The PAL Group had 95 planes as of March 2021, including 10 Boeing 777-300ERs and six A350s for ultra-long haul flights and 23 Airbus A321-231s for domestic and regional operations. According to sources, a key feature of PAL's restructuring would involve a Chapter 11 creditor protection filing in the United States, however, airline officials have yet to confirm the plan. PAL parent firm PAL Holdings had confirmed it was in ongoing negotiations with creditors and lessors over its debts and that it was eyeing "pre-negotiated court-rehabilitation in an overseas jurisdiction." About Philippine Airlines Philippine Airlines -- http://www.philippineairlines.com/-- is the Philippines' national airline. It was the first airline in Asia and the oldest of those currently in operation. With its corporate headquarters in Makati City, Philippine Airlines flies both domestic and international flights. First taking off in 1941, the carrier has grown into a fleet of about 40 aircraft (including five Boeing 747-400s) flying to more than 20 domestic points and about 30 foreign destinations. Citing data from Cirium, online aviation news and information website FlightGlobal reported that PAL was seeking a restructuring agreement with creditors ahead of filing Chapter 11 proceedings potentially by the end of May 2021. PAL had some $5 billion in total liabilities, including its outstanding obligations to foreign aircraft suppliers. Nineteen lessors are exposed to PAL to the tune of 49 aircraft, Cirium data shows. According to reports, Norton Rose Fulbright is the airline's counsel on the restructuring, and Seabury Capital has been hired as a restructuring adviser. PIPELINE FOODS: Committee Taps Barnes & Thornburg as Legal Counsel ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 cases of Pipeline Foods, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Barnes & Thornburg, LLP as its legal counsel. Barnes & Thornburg will render these legal services: (a) attend meetings of the committee; (b) review financial and operational information furnished by the Debtors to the committee; (c) analyze and negotiate the budget and the terms and use of the Debtors' cash collateral and any debtor-in-possession financing; (d) assist, advise and represent the committee in connection with any sale of the Debtors' assets in a manner that maximizes value for creditors; (e) assist the committee in negotiations with the Debtors and other parties-in-interest on the Debtors' proposed Chapter 11 plan or exit strategy for these Chapter 11 cases; (f) confer with the Debtors' management, counsel, financial advisor and any other retained professional; (g) confer with the principals, counsel, and advisors of the Debtors' lenders and equity holders; (h) review the Debtors' schedules, statements of financial affairs and business plan; (i) advise the committee as to the ramifications regarding all of the Debtors' activities and motions before this court; (j) review and analyze the Debtors' financial advisors' work product and report to the committee; (k) investigate and analyze certain of the Debtors' prepetition conduct, transactions, and transfers; (l) provide the committee with legal advice in relation to the Chapter 11 cases; and (m) prepare various pleadings to be submitted to the court for consideration and perform such other legal services for the committee as may be necessary or proper in these proceedings. The hourly rates of the firm's attorneys and staff anticipated to work on this matter are as follows: Connie Lahn, Partner $815 Peter Clark, Partner $815 Kevin Collins, Partner $580 Molly Sigler, Associate $460 Sofia Shaw, Paralegal $335 In addition, Barnes & Thornburg will seek reimbursement for expenses incurred. Barnes & Thornburg provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: 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 post-petition, explain the difference and the reasons for the difference. Response: Barnes & Thornburg did not represent the committee prior to the petition date. Question: Has your client approved your prospective budget and staffing plan and, if so, for what budget period? Response: Barnes & Thornburg is developing a budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures. The committee has approved Barnes & Thornburg's proposed hourly billing rates and is in the process of approving the budget and staffing plan. Connie Lahn, Esq., a partner at Barnes & Thornburg, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kevin G. Collins, Esq. Barnes & Thornburg LLP 1000 N. West Street, Suite 1500 Wilmington, DE 19801 Telephone: (302) 300-3434 Facsimile: (302) 300-3456 Email: kevin.collins@btlaw.com - and – Connie A. Lahn, Esq. Barnes & Thornburg LLP 2800 Capella Tower 225 South Sixth Street Minneapolis, MN 55402 Telephone: (612) 333-2111 Facsimile: (612) 333-6798 Email: connie.lahn@btlaw.com 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. In the petition signed by CRO Winston Mar, Pipeline Foods disclosed between $100 million and $500 million in both assets and liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Saul Ewing Arnstein & Lehr, LLP as legal counsel; Ocean Park Securities, LLC as investment banker; and SierraConstellation Partners, LLC 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. On July 22, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors. The committee tapped Barnes & Thornburg, LLP as its legal counsel and Dundon Advisers, LLC as its financial advisor. PIPELINE FOODS: Committee Taps Dundon Advisers as Financial Advisor ------------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Pipeline Foods, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Dundon Advisers LLC as its financial advisor. Dundon will render these services: (a) assist in the analysis, review, and monitoring of the Chapter 11 process; (b) develop a sufficient understanding of the Debtors' businesses; (c) analyze proposed and potential financing of the estates from the perspective of adequacy of liquidity and proper inclusion and exclusion of assets of the Debtors as collateral therefor; (d) analyze the proposed and potential sales processes, and the potential substitution of reorganization in whole or in part for such sales processes, and support the committee in informal efforts and motion practice to optimize the same; (e) assist the committee in identifying, valuing, and pursuing estate causes of action; (f) assist the committee in identifying lease and executory contracts which should, and should not be assumed, assumed and assigned, or rejected; (g) assist the committee to address claims against the Debtors and to identify, preserve, value, and monetize tax assets and CARES act recoveries of the Debtors; (h) advise the committee in negotiations with the Debtors and third parties; (i) assist the committee in reviewing the Debtors' financial reports; (j) review and provide analysis of any proposed disclosure statement and Chapter 11 plan and if appropriate, assist the committee in developing an alternative Chapter 11 Plan; (k) attend meetings and assist in discussions with the committee, the Debtors, the secured lenders, the U.S. Trustee, and other parties in interest and professionals; (l) present at meetings of the committee, as well as meetings with other key stakeholders and parties; (m) provide testimony on behalf of the committee as and when may be deemed appropriate; and (n) perform such other advisory services for the committee as may be necessary or proper in these proceedings. The hourly rates of Dundon's professionals are as follows: Principals $790 Managing Directors $730 Senior Directors $650 Certain Senior Advisers $600 Directors $550 Associate Directors $500 Senior Associates $450 Associates $350 In addition, Dundon will seek reimbursement for expenses incurred. Matthew Dundon, a principal at Dundon Advisers, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew Dundon Dundon Advisers LLC 440 Mamaroneck Avenue, Fifth Floor Harrison, NY 10528 Telephone: (914) 341-1188 Facsimile: (212) 202-4437 Email: md@dundon.com 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. In the petition signed by CRO Winston Mar, Pipeline Foods disclosed between $100 million and $500 million in both assets and liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Saul Ewing Arnstein & Lehr, LLP as legal counsel; Ocean Park Securities, LLC as investment banker; and SierraConstellation Partners, LLC 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. On July 22, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors. The committee tapped Barnes & Thornburg, LLP as its legal counsel and Dundon Advisers, LLC as its financial advisor. PLAYER'S POKER: Seeks to Hire RubinBrown LLP as Accountant ---------------------------------------------------------- Player's Poker Club, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ RubinBrown, LLP as its accountant. RubinBrown will render these services: (a) review the Debtor's balance sheet as of December 31, 2020 and related combined statements of income, stockholder's equity, and cash flows for the year ending December 31, 2020; and (b) issue an accountants' report thereon in accordance with the American Institute of Certified Public Accountants' Statements on Standards for Accounting and Review Services. RubinBrown will be paid on a flat fee basis of $10,000, plus reimbursement for out-of-pocket expenses. Joe Bogh, a partner at RubinBrown, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joe Bogh RubinBrown LLP 5851 W. Charleston Blvd. Las Vegas, NV 89146 Telephone: (702) 878-9788 Email: joe.bogh@rubinbrown.com About Player's Poker Club Player's Poker Club, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10357) on April 6, 2021. Patrick Berry, general manager, signed the petition. At the time of the filing, the Debtor disclosed assets of $3,061,422 and liabilities of $3,500,852. Judge Martin R. Barash oversees the case. The Debtor tapped Kogan Law Firm, APC as legal counsel and Kallman + Logan & Company, LLP and RubinBrown, LLP as accountants. PRAIRIE ECI: S&P Assigns 'BB-' Rating to Unsecured Notes -------------------------------------------------------- S&P Global Ratings assigned a 'BB-' issue-level rating to Prairie ECI Acquiror LP subsidiary, Tallgrass Energy Partners' unsecured notes in line with the existing senior unsecured debt. The company will use the proceeds of the notes offering to repay existing debt, so there will be no material change to its gross debt or credit metrics. S&P said, "At the same time, we raised the rating on Prairie ECI Acquiror's senior secured debt to 'B' from 'B-' based on improved recovery after the company lowered its revolver capacity to $1.5 billion, down from $1.9 billion, and extended the maturity date to July 19, 2025. This is driven by the revised recovery rating of '5' (estimated recovery: 10%) from '6'. If the company upsizes the debt issuance, we may reassess the possible impact on the recovery rating." The 'B+' issuer credit ratings on Prairie and Tallgrass are unchanged. The outlook remains negative based on S&P's expectation that S&P Global Ratings'-adjusted consolidated leverage is elevated for the current rating, and the company will need to continue reducing leverage to achieve debt-to-EBITDA sustainably below 7.5x. Tallgrass is issuing $500 million of new senior unsecured notes to repay existing debt. This doesn't materially affect S&P's current view of leverage or the rating because the notes do not increase gross debt. The company's effort to extend its maturity schedule is a slight credit positive as it alleviates refinance risk over the medium term. The company lowered the total capacity on its revolving credit facility to $1.5 billion from $1.9 billion. This does not affect S&P's long-term issuer credit ratings, and we believe the reduced credit facility size provides adequate liquidity over the next 12 months. PS ON TAP: Unsecured Creditors to Recover 9% to 23% in 4 Years -------------------------------------------------------------- PS On Tap, LLC and its affiliates submitted a Second Amended Joint Plan of Reorganization. As a result of the financial devastation wrought by the pandemic and the associated government restrictions on dine-in service, the Debtors were unable to generate sufficient cash flows to cover their operating expenses, including primarily lease obligations and tax liabilities, and as a result, they have amassed significant liabilities that cannot be sustained. Accordingly, on April 28, 2021, each of the Debtors filed voluntary petitions for relief pursuant to subchapter V of chapter 11 of the Bankruptcy Code in order to restructure their liabilities, to shed unprofitable locations, and to retain the profitable locations. Under this proposed Plan of Reorganization, Critical Vendors (Class 3A) will receive 35% on account of their allowed claims. Other General Unsecured Creditors (Class 3C) will receive a pro rata share of the Debtors' actual Disposable Net Income for the 4 year period following the Effective Date of the Plan, to be paid annually after the claims of the other classes are first satisfied. Other General Unsecured Creditors (Class 3C) are projected to receive an estimated 9% to 23% on account of their allowed claims over the course of the 4-Year Plan Period. If Class 3C votes in favor of the Plan, the Debtors will guarantee a minimum $1 million (with Graton) or $500,000 (without Graton) in cash distributions to the pool of allowed claims in Class 3C. The Debtors shall have up to 6 months following the 4-Year Plan Period to meet the foregoing guaranteed minimum cash distribution requirement. In addition, if Class 3C votes in favor of the Plan and the Plan is confirmed, the insider has agreed to subordinate its $37 million claim against the Debtors' estates, thereby greatly enhancing the projected distributions to the general unsecured creditors under the Plan. The projected distribution rates under the proposed Plan of Reorganization (i.e., 35% for Class 3A and 9% - 23% for Class 3C) are materially greater than the 0% to 1/2% projected recovery under a chapter 7 liquidation. The low distribution rate is due primarily to the fact that there are large priority payroll tax claims of approximately $4.7 million, which must be paid before any payments may be made to the general unsecured creditors. In addition, other priority claims and administrative expenses must also be fully satisfied before any distributions may be made to the general unsecured claimants. Aside from the significant priority claims that would fully exhaust the net liquidation value of the estates, the general unsecured claims pool is burdened by a $37 million claim by an insider. The insider has agreed to subordinate its $37 million claim conditioned upon the general unsecured creditors in Class 3C voting in support of the Plan and the Plan is confirmed, but in a chapter 7 liquidation however, the insider claim would not be subordinated and would further dilute the claims of the general unsecured creditors. The payments due under the Plan and the Reorganized Debtors' business operations will be funded by the cash on hand and the disposal income projected to be generated by the Reorganized Debtors' restaurant operations over the course of the 4-Year Plan Period. The Feasibility Analysis demonstrates that the Reorganized Debtor will be able to pay the approximately $4.7 million in priority payroll tax claims within the 4-Year Plan Period. (The trust fund portion of the priority tax claims will be paid first, followed by the payment of the balance of the priority tax claim). Claude R. Cognian will continue to serve as the President, CEO, and/or authorized representative of the Reorganized Debtors. In addition, the Debtors will engage M. Douglas Flahaut, Subchapter V Trustee, to monitor the payments to be made under the 4-year Plan Period. A full-text copy of the Second Amended Plan of Reorganization dated August 9, 2021, is available at https://bit.ly/3lUJumq from PacerMonitor.com at no charge. Attorneys for the Debtors: Theodore B. Stolman, Esq. Carol Chow, Esq. Freeman, Freeman & Smiley, LLP 1888 Century Park East, Suite 1500 Los Angeles, California 90067 Phone: (310) 255-6100 Fax: (310) 255-6200 Email: ted.stolman@ffslaw.com carol.chow@ffslaw.com About PS On Tap LLC PS On Tap, LLC and its affiliates have owned and operated a chain of restaurants featuring upscale casual and fine dining experiences under three unique concepts: a luxury steakhouse reminiscent of the American grills in the 1930's and 1940's operating under the name The Grill on the Alley; a family-friendly grill operating under the name Daily Grill Restaurant & Bar; and a school-themed Gastropub operating under the name Public School on Tap. The Debtors' restaurants are located primarily in Southern California with additional restaurants located throughout other major cities in the United States. PS On Tap and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 21-10757) on April 28, 2021. At the time of the filing, the Debtors had between $10 million and $50 million in both assets and liabilities. Judge Martin R. Barash presides over the cases. Freeman, Freeman & Smiley LLP, Lewis Brisbois Bisgaard & Smith LLP and Grigorian & Associates Inc. serve as the Debtors' bankruptcy counsel, labor counsel and accountant, respectively. PURDUE PHARMA: 10-Day Plan Confirmation Trial Set ------------------------------------------------- Law360 reports that OxyContin maker Purdue Pharma's Chapter 11 plan confirmation trial will be limited to 10 days, after a New York bankruptcy judge said Monday, August 9, 2021, that objectors to the plan had requested far too much time to cross-examine the debtor's fact and expert witnesses. During the final pretrial conference before the confirmation proceeding begins this week, U.S. Bankruptcy Judge Robert D. Drain said the 205 hours of questioning the objecting parties estimated they would need during the trial was simply not possible. He said he had reserved 10 days for the hearings, which is twice as long as he has ever allowed. 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: Artists Protest Bankruptcy Deal With Sacklers ------------------------------------------------------------ Wallace Ludel of The Art Newspaper reports that amid a protest led by the artist Nan Goldin, activists set up cardboard tombstones this week outside the US Bankruptcy Court in White Plains, New York, to challenge a proposed settlement in the bankruptcy trial of Purdue Pharma, the maker of the opioid painkiller Oxycontin. Many art institutions have distanced themselves from Purdue Pharma in recent years amid a furor over how the company intentionally misled doctors about the addictive qualities of Oxycontin, which has led to an opioid crisis claiming nearly 500,000 lives. Purdue Pharma is owned by members of the vastly wealthy Sackler family, who are counted among the world's most prominent arts philanthropists. Purdue Pharma's proposed settlement would give sweeping immunity to the Sackler family and shield its members from future litigation. The Sacklers would pay roughly $4.5bn of their personal fortune and give up ownership of Purdue Pharma, and in turn admit to no wrongdoing and be protected from any future opioid-related lawsuits. The art website Hyperallergic led the way in reporting how Goldin and her organisation Pain Addiction Intervention Now (PAIN) protested such an outcome on Monday, August 9, 2021. The artist gave a speech and carried a sign demanding that the US Department of Justice prosecute Sackler entities, the organisation reported. A banner unfurled by the group referred to the court as "morally bankrupt," and the activists scattered fake prescription bottles and faux $1 bills that read "oxy" instead of "one" and bore the phrase "the bankrupt states of America." Following her own struggles with opioid addiction, Goldin founded PAIN in 2017 and has since orchestrated protests at Sackler-associated museums around the world. Reacting to the sometimes-raucous demonstrations, institutions such as the Serpentine Galleries and the Louvre have removed the Sackler name from their galleries. Others, including the Tate and the Metropolitan Museum of Art (which still has a prominent Sackler Wing), have said they will no longer accept donations from the family. The campaign by Goldin and PAIN has also spurred broader conversations around money from unethical businesses finding its way into museums, particularly through their board members. "Opioid overdoses have been ravaging Americans for two decades. Half a million people have been killed by this man-made plague, the origins of which can be traced to one family, the Sacklers, and their private company, Purdue Pharma," Goldin and PAIN wrote in a 2020 opinion piece for The Art Newspaper. "As the Sacklers were ousted from museums, they went looking for protection from another institution that has long favoured the wealthy and powerful: the US court system. There, they are protected by a flotilla of the most expensive lawyers who have engineered a bankruptcy deal that will grant them immunity from future liability. It is clear that there are two justice systems: one for the billionaires and one for the rest of us." Although Purdue Pharma pleaded guilty to federal crimes in 2007 and again in 2020, admitting that it had intentionally misled doctors about the addictive qualities of Oxycontin, members of the Sackler family have not been criminally charged over sales of the drug, and the immunity granted through the bankruptcy proceedings would block attempts at prosecuting them. 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. QUANTUM VALVE: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------------- The U.S. Trustee for Region 6 on Aug. 10 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Quantum Valve and Oilfield Solutions, LLC. The committee members are: 1. Steve Hollis, Interim Chairperson Tri-Chem Industries 2600 N. Cresson Hwy Cresson, TX 76035 Phone: 972-745-6875 E-mail: steve@tri-chem.net 2. Caroline Dwairy Bestway Oilfield, Inc. 16030 Market Street Channelview, TX 77530 Phone: 281-452-2525 E-mail: Caroline.dwairy@bestwayoilfield.com 3. Mike Scott Extreme Pressure Control, LLC 3900 S Harmon Ave Oklahoma City, OK 73179 Phone: 405-919-2008 E-mail: mscott@extremepressurecontrol.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Quantum Valve and Oilfield Solutions Quantum Valve and Oilfield Solutions, LLC provides support activities for the mining industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 21-40994) on July 12, 2021. In the petition signed by John Luke Reed, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Brenda T. Rhoades oversees the case. Christopher J. Moser, Esq. at Quilling, Selander, Lownds, Winslett and Moser, PC is the Debtor's counsel. Crestmark, as lender, is represented by: Thomas E. Coughlin, Esq. Jaffe, Raitt, Heuer and Weiss 27777 Franklin Road, Suite 2500 Southfield, MI 48034 Tel: (248) 351-3000 R.A. BORRUSO: Gets OK to Tap Marlowe Law as Litigation Counsel -------------------------------------------------------------- R.A. Borruso, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Marlowe Law as its special litigation counsel. The Debtor needs the assistance of a special counsel to represent its interests in the event that GreatFlorida Insurance Holding Corp., its co-party in a franchise agreement, initiates a litigation. Ronald Marlowe, Esq., the sole shareholder and attorney at Marlowe Law, will be billed at a discounted hourly rate of $250, plus reimbursement for expenses incurred. Mr. Marlowe disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ronald J. Marlowe, Esq. Marlowe Law 2202 N. Westshore Boulevard, Suite 200 Tampa, FL 33607 Telephone: (813) 575-0000 Facsimile: (813) 433-0433 Email: ron@marlowe.law About R.A. Borruso R.A. Borruso, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06495) on Aug. 27, 2020. The Debtor's case is jointly administered with that of affiliated companies, Nine Family Circle Holdings, Inc. and AJRANC Insurance Agency, Inc. (Bankr. M.D. Fla. Lead Case No. 20-06493). In the petition signed by Ryan A. Borruso, president, R.A. Borruso disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Caryl E. Delano oversees R.A. Borruso's Chapter 11 case. Stichter, Riedel, Blain and Postler, PA and Marlowe Law serve as R.A. Borruso's bankruptcy counsel and special litigation counsel, respectively. RED VENTURES: Fitch Raises LT IDRs to 'B+', Outlook Stable ---------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) of Red Ventures Holdco, LP, Red Ventures, LLC and New Imagitas, Inc. at 'B+', and upgraded the senior secured revolver and term loan, co-borrowed by Red Ventures, LLC and New Imagitas Inc., to 'BB+'/'RR1' from 'BB'/'RR2'. The upgrade of the senior secured debt ratings reflects Fitch's improved recovery expectations following Red Ventures' recent acquisition of Healthgrades.com. The updated recovery analysis considers the additional enterprise value of Healthgrades.com in a recovery scenario, while the amount of assumed senior secured debt is unchanged. The Stable Rating Outlook reflects Fitch's expectation for Red Ventures to quickly delever to within Fitch's leverage sensitivity range of 4x-5x. KEY RATING DRIVERS Elevated Leverage: Fitch views Red Ventures' acquisition of Healthgrades.com positively, despite the near-term leveraging impact. Red Ventures' gross leverage will increase from 4.7x to 5.4x due to a significant draw on the revolver to fund the acquisition. However, Fitch expects the company will continue to generate significant FCF, which will be used to reduce debt and bring leverage below 5.0x by YE 2021. Red Ventures' strong track record of debt reduction after large-scale debt funded acquisitions gives Fitch confidence in the deleveraging path back to the company's 3x-4x leverage target range. Strategically, Fitch believes the Healthgrades.com acquisition improves end market diversification and stability of cash flows. Since 2017, Red Ventures has made meaningful progress on reducing marketing partner concentration and end market exposure via strategic acquisitions such as Healthgrades.com, Healthline, Higher Education and CNET. The Healthgrades.com acquisition further increases exposure to the health services end market. Fitch expects the health services sector to benefit from positive tailwinds in healthcare spending as well as lower advertising cyclicality than Red Ventures' legacy end markets such as telcos, financial services, and home services due to the stability of demand for healthcare. Highly Acquisitive Strategy: Fitch expects both large- and small-scale acquisitions will be a key tenet of Red Ventures growth profile over the rating horizon. The recent debt-funded acquisitions of Healthgrades.com is consistent with Fitch's expectation for the company to use leverage opportunistically to fund acquisitions. Red Ventures history of delevering after large acquisitions such as Bankrate, Healthline and CNET gives Fitch confidence that Red Ventures will reduce leverage back to its target range of 3x-4x over the medium term. Red Ventures also has a strong track record of integrating its acquisitions, realizing cost efficiencies, improving operations and growing revenue and EBITDA, which further supports Fitch's expectation for deleveraging. Capital Allocation Strategy: Management's primary use of FCF is expected to be acquisitions and debt repayment over the rating horizon. Management has guided to a long-term gross leverage target range of 3.0x-4.0x, however, remains opportunistic with M&A and indicated leverage could exceed 5.0x for the right acquisition. The acquisition of Healthgrades.com will raise pro forma leverage to 5.4x for the LTM period ended June 30, 2021. Fitch expects acquisition activity to slow following the Healthgrades.com acquisition until FCF funded debt reduction and EBITDA growth drives leverage to within management's target range Customer Concentration: The company's top three customers generated 24% of revenues for the year ended Dec. 31, 2020, which is slightly up from 22% in 2019, but down modestly from 30% in 2018. Fitch expects customer concentration will continue to decline as Red Ventures diversifies its end markets and adds new customers via strategic acquisitions. Leading Customer Acquisition Platform: Red Ventures is the market leader in screening potential customers online, using its technology-enabled customer acquisition and marketing services platform to deliver higher qualified leads, conversions and retention to its partners, consistently outperforming its partners' in-house marketing teams. Fitch notes the company has been honing its approach to data-driven marketing using proprietary technology refined over the past 15 years. Although its product offerings can be reproduced, the company's specific analytics capabilities and successful track record of value creation are difficult to recreate. Sticky Partner Relationships: The company has consistently provided higher sales conversions and customer retention as measured by average life time value than its partners and competitors. As a result, eight of Red Ventures' top 10 partners having been with the company for more than five years. Management notes the company has never lost a partner due to poor performance. DERIVATION SUMMARY Red Ventures does not have any direct peers in Fitch's rated universe. Red Ventures' 'B+' Long-Term IDR incorporates the company's leading position as a digital marketing services provider that helps its clients acquire customers using proprietary technology and data analytics. As a result of recent strategic acquisitions, the company has achieved more meaningful scale and is forecasted to surpass Fitch's positive rating sensitivity threshold of $1.5 billion in revenues in 2021. Additionally, Red Ventures generates consistently strong FCF, with recent FCF margins in the mid-teens despite broad macroeconomic weakness and severe cyclical advertising impacts. Fitch believes the increasing scale, dominant market position, and strong cash flow characteristics of the business allows the business to manage higher levels of leverage. Rating limitations include the sector's low barriers to entry, modest customer and end market concentration, and elevated leverage profile. However, Red Ventures has consistently refined its data-driven marketing services, creating a long-term track record of value creation that is difficult to replicate. Additionally, Fitch takes comfort from Red Ventures' continued push to diversify its end markets, reducing concerns of customer concentration and cyclicality. The acquisition of Healthgrades represents further progress toward reducing customer concentration and increasing exposure less cyclical end markets. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Fitch assumes a consolidated organic revenue CAGR in the low double-digits as strong projected double digit growth in financial services and health services is offset by more modest growth in Education and Home Services. Fitch expects revenue growth will be broadly supported by advertisers increasingly shifting marketing spend to digital mediums, e commerce spending growth and increasing web traffic at RV properties. -- Fitch assumes an additional $1.6 billion in acquisitions over the rating horizon, funded with a combination of debt and FCF. Fitch assumes mid-to-high teens EBITDA multiples on future acquisitions. -- Fitch assumes operating leverage and modest synergy realization drive a 300bps EBITDA margin improvement over the rating horizon. -- Fitch assumes Red Venture's refinances its debt facilities ahead of the revolver maturity in 2023, to extend the maturities of its revolver and term loan. -- Fitch assumes 2.0% capital intensity. -- Fitch assumes shareholder distributions remain minimal, and does not assume any additional equity raises over the rating horizon. RECOVERY ASSUMPTIONS Going Concern Approach: The recovery analysis assumes that Red Ventures would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim and full utilization on the revolver. Fitch's recovery analysis contemplates insolvency resulting from inadequate liquidity amid recessionary stress. In this scenario, Fitch assumes that the company has challenges integrating its large acquisitions, in addition to the loss of major partner contracts resulting in material revenue and EBITDA declines. Fitch uses a 6.5x enterprise value/EBITDA (EV) multiple to calculate a post-reorganization valuation. The choice of EV multiple considers Fitch's more positive view of the data analytics subsector including the typically high proportion of recurring revenues, sizeable and stable EBITDA margins and strong FCF conversion. In Fitch's 2021 TMT Bankruptcy Case Studies, the TMT median reorganization multiple was 5.9x. Fitch expects Red Ventures would likely receive a multiple above the cross-sector median, as Red Ventures is not facing secular headwinds or structural challenges to its business. Recent acquisitions in the data and analytics subsector have occurred at attractive multiples, generally ranging from 12x-19x. The recovery analysis assumes full utilization on the revolver and implies an 'RR1' recovery rating on the senior first lien secured debt, and a three-notch uplift from the 'B+' IDR. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Management maintains total debt with equity credit to EBITDA below 4.0x, FFO leverage below 4.5x, grows revenue to more than $1.5 billion, and in addition further reduces partner and end-market concentration; -- FCF margins are sustained in the mid-to-high teens. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total debt with equity credit to EBITDA exceeds 5.0x and FFO leverage exceeds 5.5x for an extended period of time, either through a debt-funded acquisition or sizable owner distributions; -- FCF generation reverts and margins fall below 5% or become negative; -- Company loses large clients. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: At June 30, 2021, the company had $278 million in balance sheet cash and generated $267 million in FCF for the LTM period ended June 30, 2021. Pro forma for the Healthgrades.com acquisition, Red Ventures has $154 million of capacity under its $754 million revolver. Fitch expects Red Ventures to maintain sufficient liquidity to support operations and debt service. Fitch expects Red Ventures will apply FCF to debt reduction to reduce leverage and strengthen liquidity. The revolver matures in November 2023 and the term loan in November 2024. Fitch expects Red Ventures will refinance its debt facilities ahead of upcoming maturities. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. ISSUER PROFILE Red Ventures, located outside of Charlotte, NC, is a leading technology-enabled customer acquisition platform that partners with companies to optimize the customer acquisition lifecycle. Notable brands include Bankrate, Healthline, The Points Guy and CNET among several others. REWALK ROBOTICS: Incurs $3.1 Million Net Loss in Second Quarter --------------------------------------------------------------- ReWalk Robotics Ltd. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.14 million on $1.44 million of revenues for the three months ended June 30, 2021, compared to a net loss of $2.86 million on $1.67 million of revenues for the three months ended June 30, 2020. The decrease in revenue is mainly due to the lower number of ReWalk Personal 6.0 units sold in Germany offset with higher revenues from Myolyn and ReStore transactions. For the six months ended June 30, 2021, the Company reported a net loss of $6.20 million on $2.75 million of revenues compared to a net loss of $6.70 million on $2.43 million of revenues for the same period during the prior year. As of June 30, 2021, the Company had $71.71 million in total assets, $5.63 million in total liabilities, and $66.08 million in total shareholders' equity. "The second quarter results reflect the ongoing reopening of the markets. We are now able to trial many new individuals who had been waiting and filled our pipeline during the pandemic," said Larry Jasinski, ReWalk's chief executive officer. "Our focus on achieving broader coverage in Europe and the US has also been encouraging. We are expanding our resources in order to achieve these goals and to have a market leading and experienced team for implementation as they occur." Gross margin was 51% during the second quarter of 2021, compared to 61% in the second quarter of 2020. The decrease is mainly due to the change in sales mix as well as service costs. Total operating expenses in the second quarter of 2021 were $3.9 million, compared to $3.6 million in the second quarter of the prior year. The increase is due to higher SG&A employee and employee related expenses. As of June 30, 2021, ReWalk had $64.2 million in cash on its balance sheet. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1607962/000117891321002605/rwlk10qq2-2021.htm About ReWalk Robotics ReWalk Robotics Ltd. -- http://www.rewalk.com-- develops, manufactures, and markets wearable robotic exoskeletons for individuals with lower limb disabilities as a result of spinal cord injury or stroke. ReWalk's mission is to fundamentally change the quality of life for individuals with lower limb disability through the creation and development of market leading robotic technologies. Founded in 2001, ReWalk has headquarters in the U.S., Israel and Germany. ReWalk Robotics reported a net loss of $12.98 million for the year ended Dec. 31, 2020, compared to a net loss of $15.55 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $28.06 million in total assets, $6.29 million in total liabilities, and $21.77 million in total stockholders' equity. ROCKVILLE CENTRE: Insurers Ask Court to Access Chapter 11 Claims ---------------------------------------------------------------- Law360 reports that a group of London market insurers asked a New York bankruptcy judge Wednesday, August 11, 2021, to grant them access to all abuse claims information submitted in the Chapter 11 case of the Roman Catholic Diocese of Rockville Centre, saying the data is needed for them to determine what their contributions to a victims trust should be. In the motion, the group of insurers that underwrite policies issued by Lloyd's of London said a previous order of the court requires the diocese to give insurers the proofs of claim forms only for abuse claims that occurred during an individual insurer's policy coverage period. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. The Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020. The Diocese was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Hon. Shelley C. Chapman is the case judge. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC, is the claims agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Chapter 11 case. The committee retained Pachulski Stang Ziehl & Jones LLP as its legal counsel and Ruskin Moscou Faltischek, PC as special real estate counsel. ROYAL CARIBBEAN: S&P Rates New $1BB Senior Unsecured Notes 'B' -------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to Royal Caribbean Cruises Ltd.'s proposed $1 billion senior unsecured notes due 2026. The recovery rating is '4' reflecting its expectation of average (30% to 50%; rounded estimate: 35%) recovery for noteholders in the event of a payment default. Royal intends to use proceeds from the notes for general corporate purposes, including the replenishment of liquidity as a result of its partial redemption of its 11.5% secured notes with proceeds from a common stock issuance earlier this year and the refinancing of future debt maturities. S&P said, "Because Royal's planned transactions are largely debt for debt, it does not impact our 'B' issuer-credit rating or negative outlook on Royal. We expect the transaction will reduce Royal's interest burden because we believe the interest rate on the proposed unsecured notes will likely be significantly lower than the 11.5% rate on the secured notes Royal plans to redeem. The transaction will also modestly improve the company's maturity profile. Notwithstanding our forecast for credit measures and operating cash flow generation to be unsustainable through 2021, we expect credit measures could improve to more sustainable levels in 2022. Furthermore, we believe Royal has sufficient liquidity to weather a slow resumption of sailing this year. "Despite sufficient liquidity and Royal's recent gradual resumption of operations, we continue to believe substantial uncertainty remains as to Royal's ultimate recovery path, because of how consumers and health authorities such as the U.S. Centers for Disease Control and Prevention may respond to continued flare-ups or waves of the virus (including the Delta variant) even as consumers get vaccinated, continued border and port closures in certain cruise markets, and potential additional suspensions of cruises or more stringent operating restrictions in certain markets depending on virus cases. Therefore, risks remain as to Royal's ability to ramp up EBITDA generation through 2022 to a level that would support material deleveraging and drive sufficient cash flow to partly address large calls on cash in 2022. These include large amortization payments and debt maturities, maintenance capital spending across its fleet of ships, and two large ship deliveries. Royal has committed financing for about 80% of the cost of the ships." ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors: -- S&P assigned its 'B' issue-level rating and '4' recovery rating to Royal's proposed $1 billion senior unsecured notes. The '4' recovery rating reflects its expectation of average (30% to 50%; rounded estimate 35%) recovery for noteholders in the event of a payment default. -- S&P's issue-level rating on Royal's $3.32 billion senior secured notes remains 'BB-'. The recovery rating remains '1', reflecting its expectation of very high (90% to 100%; rounded estimate: 95%) recovery. S&P expects Royal will redeem up to 40% of its $2.32 billion secured notes due 2025. -- S&P said, "Our 'B+' issue-level rating on Royal's guaranteed unsecured notes and revolving credit facilities is unchanged. The recovery rating remains '2', which reflects our expectation of substantial (70% to 90%; rounded estimate: 85%) recovery. While our estimated recovery on the guaranteed unsecured notes would indicate a recovery rating of '1' (90% to 100% recovery expectation), we cap our recovery ratings on unsecured debt issued by companies we rate in the 'B' category at '2'. The cap addresses that these creditors' recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default." -- S&P's 'B' issue-level rating and '4' recovery rating on Royal's existing unsecured and unguaranteed debt are unchanged. However, recovery prospects for Royal's unsecured and unguaranteed debt may be impaired if the company incurs further additional unsecured and unguaranteed debt. -- S&P uses a combined enterprise valuation (EV) approach for Royal and a discrete asset value (DAV) for its Silversea subsidiary to arrive at the value that is available to cover Royal's debt claims. S&P's valuation incorporates residual value from Silversea, after satisfying outstanding ship-related debt at Silversea that will be available to help cover unsecured and unguaranteed claims at Royal. -- Certain of Royal's subsidiaries pledge specific collateral and provide guarantees of various priorities to different parts of the capital structure. S&P said, "In our analysis, recovery prospects for Royal's debt instruments that benefit from guarantees reflect the value we attribute to the applicable guarantor subsidiaries along with the priority of the guarantee(s) supporting the instrument. Recovery prospects for debt instruments that lack subsidiary guarantees reflect their pro rata share of the value we attribute to the parent on a standalone basis and the residual value, if any, from guarantor subsidiaries after accounting for any debt they guarantee. Value from these subsidiaries is available to cover specific claims on a first, second, or third priority basis." -- Specifically: --Royal's secured notes are secured by certain collateral, including 28 of Royal's ships, up to an amount permitted by the company's existing debt agreements. The secured notes also benefit from a guarantee from certain of Royal's subsidiaries, including Celebrity Cruises Holdings Inc. and Celebrity Cruises Inc. Under S&P's analysis, the pledged collateral covers most of the estimated secured claims at default. It believes the remaining secured notes claims at default would be covered by unsecured guarantees. --Royal's guaranteed unsecured notes and committed (but currently undrawn) $700 million 364-day term loan are guaranteed by Royal's RCI Holdings LLC subsidiary, which holds seven vessel-owning special-purpose vehicles. Under S&P's analysis the guarantees from RCI Holdings LLC fully cover the estimated guaranteed unsecured notes and term loan balance (which we assume is drawn) at default. --Royal's unsecured revolvers, $861.5 million term loan, and certain other specified pieces of debt in the capital structure benefit from a first-priority guarantee from the company's RCL Holdings LLC, Torcatt Enterprises S.A., RCL Holdings Cooperatief UA, RCL Cruises Ltd., and RCL Investments Ltd. subsidiaries, and a second-priority guarantee from RCI Holdings LLC. Under S&P's analysis, these guarantees fully cover the estimated revolvers, $861.5 million term loan ($554 million outstanding assumed at default), and other specified claims at default. -- Royal's export credit agreement (ECA) debt, relating to various ship-specific financings, benefits from a first-priority guarantee from Celebrity Cruise Lines Inc. (which is the parent of secured notes guarantors Celebrity Cruise Holdings Inc. and Celebrity Cruises Inc.), a second-priority guarantee from RCL Holdings LLC, Torcatt Enterprises S.A., RCL Holdings Cooperatief UA, RCL Cruises Ltd., and RCL Investments Ltd., and a third-priority guarantee from RCI Holdings LLC. Under S&P's analysis, these guarantees do not fully cover our estimate of outstanding ECA debt at default, which includes incremental ECA borrowings based on our assumption for ship deliveries over the next few years. S&P assumes that any deficiency not covered by guarantees would rank pari passu with all of Royal's unsecured and unguaranteed debt. -- Royal's unsecured and unguaranteed debt benefit from unpledged value at the parent, residual value from its Silversea subsidiary, and residual value from other subsidiaries after accounting for collateral pledges and guarantees provided to other pieces of debt in the capital structure. Under S&P's analysis, this value covers only a portion of estimated unsecured, unguaranteed, and pari passu deficiency claims at default. Simulated Default Assumptions: -- S&P's simulated default scenario contemplates a default by 2024, reflecting a significant decline in cash flow from permanently impaired demand for cruises following negative publicity and travel advisories for cruising during the COVID-19 pandemic, a prolonged economic downturn, and/or increased competitive pressures. -- S&P estimates gross enterprise value at emergence of about $16.3 billion, reflecting our EV of Royal of $15.5 billion and its Silversea DAV of $0.8 billion. -- S&P arrives at its Royal EV by applying a 7x multiple to its estimate of EBITDA at emergence. This multiple is at the high end of our range for leisure companies to reflect Royal's good position as the second-largest global cruise operator, which is a small but underpenetrated part of the overall travel and vacation industry, and its high-quality brands. -- S&P said, "The value from Silversea reflects our estimate of the residual DAV at Silversea after satisfying our estimate of claims issued at Silversea that are outstanding at default. Our calculation of the DAV at Silversea reflects discounts (20% to 50% depending on the age of the ship) applied to the appraised value or costs of Silversea's ships, including the recently delivered Silver Moon and the Silver Dawn, which is expected to be delivered in the fourth quarter of this year. We estimate claims at default at Silversea comprise largely amounts outstanding under the financings for the Moon and Dawn. -- S&P attributes its estimate of gross EV at emergence to various parts of the capital structure based on its understanding of the contribution, by asset value, of the parent and its various subsidiaries that provide security and/or guarantees. -- S&P understands Silversea does not guarantee any debt issued by Royal or its other subsidiaries. Therefore, it assigns all the DAV at Silversea to the parent. -- S&P assumes of its estimated gross enterprise value at emergence: --Approximately 47% is available to cover the secured notes; --About 29% is available to cover the guaranteed unsecured notes and committed $700 million term loan facility; --Just under 10% is available to cover the guaranteed revolvers and certain other specified pieces of unsecured debt; and, --About 15% is available to cover all remaining unsecured and unguaranteed debt and pari passu claims that aren't fully covered by the applicable guarantees. -- In S&P's analysis, any claims of guaranteed debt not fully covered by the applicable guarantees rank pari passu with all of Royal's unsecured and unguaranteed debt. -- S&P includes in unsecured claims additional tranches of loans entered into by Royal and various export credit agencies, as well as new ship debt that it expects it to incur prior to the year of default. -- S&P assumes Royal's $700 million 364-day term loan facility is drawn at default. -- S&P assumes Royal's revolvers are 85% drawn at default. -- S&P assumes Royal uses incremental liquidity to redeem up to 40% of its high cost secured notes due 2025. Simplified waterfall: -- Emergence EBITDA: $2.2 billion -- EBITDA multiple: 7x -- Gross enterprise value excluding Silversea: $15.5 billion -- Residual gross DAV at Silversea: $0.8 billion -- Total gross enterprise value: $16.3 billion -- Net enterprise value after administrative expenses (5%): $15.5 billion -- Total value attributed to entities securing and guaranteeing the secured notes: $7.2 billion -- Estimated secured debt at default: $2.5 billion --Recovery expectation: 90% to 100% (rounded estimate: 95%) -- Residual value: $4.7 billion -- Residual value (attributed to Celebrity Cruises Holdings Inc. and Celebrity Cruises Inc.) available for ECA debt that has a first-priority guarantee from Celebrity Cruise Lines Inc: $1.8 billion -- Residual value (attributed to entities other than Celebrity Cruises) available for unsecured and unguaranteed debt at parent -- Royal Caribbean Cruises Ltd.: $2.9 billion -- Total value attributed to entities guaranteeing the guaranteed unsecured notes and $700 million credit facility: $4.5 billion -- Estimated guaranteed unsecured notes and $700 million term loan balance at default: $1.8 billion --Recovery expectation: Capped at 70% to 90% (rounded estimate: 85%) -- Residual value available for second-priority guaranteed debt (revolvers, $861.5 million term loan, and certain other pieces of debt): $2.8 billion -- Total value attributed to entities providing a first-priority guarantee to Royal's revolvers, $861.5 million term loan, and certain other specified pieces of guaranteed debt, and value from second-priority guarantees: $4.3 billion -- Estimated revolver, term loan and other certain guaranteed balances at default: $3.3 billion --Recovery expectation: Capped at 70% to 90% (rounded estimate: 85%) -- Residual value available for second-priority guaranteed debt(ECA debt): $0.9 billion -- Total value available to ECA debt from first- and second- priority guarantees: $2.7 billion -- Estimated ECA debt at default: $9.8 billion -- ECA deficiency claims that are pari passu to Royal's unsecured and unguaranteed debt: $7.1 billion -- Total value attributed to the parent and remaining enterprise value from subsidiaries that provide guarantees and collateral: $5.2 billion -- Estimated unsecured, unguaranteed and pari passu deficiency claims at default: $13.6 billion --Recovery expectation: 30% to 50% (rounded estimate: 35%) Note: All debt amounts include six months of prepetition interest. RUBY PIPELINE: Debt Talks With Bondholders Reach Impasse -------------------------------------------------------- Rachel Butt of Bloomberg Law reports that Ruby Pipeline LLC has reached an impasse with bondholders over a restructuring proposal that would allow Pembina Pipeline Corp. and Kinder Morgan Inc. to retain control of its natural-gas line that runs from Wyoming to Oregon, people familiar with the talks said. Kinder Morgan and Pembina, co-owners of the 680 mile (1,090 km) pipeline, had offered to cancel some of their preferred equity holdings while retaining full control of Ruby assets, said the people, who asked not to be identified because the discussions are confidential. About Ruby Pipeline LLC Ruby Pipeline, LLC is owned equally by Kinder Morgan, Inc. (Baa2 stable), one of the largest midstream energy companies in North America, and Pembina Pipeline Corporation (unrated), a diversified energy infrastructure company based in Calgary, Alberta. A subsidiary of Kinder Morgan, Inc. operates the company's sole asset, the Ruby Pipeline, a 1,500 MMBtu per day natural gas pipeline that entered service in July 2011 and runs 680 miles from Opal, Wyoming to Malin, Oregon. SANTA FE ARCHDIOCESE: To Auction Assets for Bankruptcy Settlements ------------------------------------------------------------------ Ariana Kraft of KRQE reports that the Archdiocese of Santa Fe is set to auction off hundreds of plots of land all over the area. The Catholic church is being forced to liquidate its properties, as part of a bankruptcy settlement following a run of child sex abuse lawsuits. The auction is broken up into different phases. This first phase includes about 138 pieces of land in Bernalillo, Sandoval and Valencia counties. "Most of these are vacant parcels of land, whether they are a recorded lot in a subdivision or some of these lots I'll be honest with you are in locations where there are no existing infrastructure presently," explains Louis B. Fisher III, the National Director of SVN Auction Services, LLC. "But they are plotted lots and there are some that you know are sizable acreage." Some will be sold individually -- while others will be packaged into several lot sales. The Archdiocese will be auctioning parcels that are zoned for residential, commercial, and special zoning. According to attorney Levi Monagle who represents several abuse survivors, no bankruptcy settlement will come together without the buy-in of the creditor buyers or the abuse survivors. Monagle does believe this is a step in the right direction. "As publicly as things are unfolding, there is an opportunity here for closure in the minds of a lot of abuse survivors to know that they spoke up, that they were heard, that the archdiocese acknowledged the wrongdoings of the past and took responsibility for those wrongdoings," he shares. This is the first time a diocese has taken a step like this to auction off properties on a scale like this. There were 385 claimants in the archdiocese's bankruptcy. The second phase of the auction is expected to begin in November with properties from 15 other counties. Bidding will begin in the online auction beginning on September 21, 2021. The opening bid on these properties starts as low as $500. About the Archdiocese of Santa Fe The Roman Catholic Church of the Archdiocese of Santa Fe -- https://www.archdiosf.org/ -- is an ecclesiastical territory or diocese of the southwestern region of the United States in the state of New Mexico. At present, the Archdiocese of Santa Fe covers an area of 61,142 square miles. There are 93 parish seats and 226 active missions throughout this area. The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr. D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse claims. It reported total assets of $49,184,579 and total liabilities of $3,700,000 as of the bankruptcy filing. Judge David T. Thuma oversees the case. The archdiocese tapped Elsaesser Anderson, Chtd. and Walker & Associates, P.C., as bankruptcy counsel, Stelzner, Winter, Warburton, Flores, Sanchez & Dawes, P.A as special counsel, and REDW LLC as accountant. SCIENTIFIC GAMES: Posts $113 Million Net Income in Second Quarter ----------------------------------------------------------------- Scientific Games Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $113 million on $880 million of total revenue for the three months ended June 30, 2021, compared to a net loss of $198 million on $539 million of total revenue for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported net income of $104 million on $1.61 billion of total revenue compared to a net loss of $353 million on $1.26 billion of total revenue for the same period during the prior year. As of June 30, 2021, the Company had $7.76 billion in total assets, $10.13 billion in total liabilities, and a total stockholders' deficit of $2.37 billion. Barry Cottle, president and chief executive officer of Scientific Games, said, "I am very pleased that we continue to make tremendous progress on all of our key strategic pillars while also driving significant growth in the quarter. We have emerged from the pandemic a much stronger Company with significant momentum. All of our businesses grew sequentially on both the top and bottom lines in the quarter. Gaming delivered its highest revenue quarter since the fourth quarter of 2019, Lottery and Digital achieved record results and SciPlay delivered its second highest revenue quarter in its history. Following our strategic review, we will be singularly focused on becoming a leading cross-platform global game company with focus on content and digital markets. We are moving rapidly to transform our company and I have never been more optimistic about our path forward." Michael Eklund, executive vice president and chief financial officer of Scientific Games, added, "In concert with our Board, we announced a strategic action plan to transform our company and unlock value. We are taking decisive steps to optimize our portfolio, de-lever our balance sheet and invest to grow. I am very encouraged by the interest and discussions we are having around our proposed divestitures, and we are making great progress as we move quickly to unlock shareholder value. We are proud of the team as they continue to execute during this exciting time, delivering a quarter with strong revenue, profit and cash flow growth. The team is laser focused on maintaining discipline to drive balance sheet strength and operational efficiency and we are energized for the future." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/750004/000075000421000028/sgms-20210630.htm 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. SEADRILL LTD: Drilling Contract Agreement Moves Case Forward ------------------------------------------------------------ Law360 reports that offffshore oil driller Seadrill Ltd. is asking a Texas bankruptcy judge to approve the no-cash settlement of payment disputes with international drilling contractor Northern Ocean Ltd. in a step Seadrill says will help clear the way for its Chapter 11 case to proceed. The proposed agreement filed with the court Monday would dismiss the claims and counterclaims between the two companies regarding Seadrill's contacts to operate a pair of Northern Ocean's North Sea oil rigs with a deal that leaves each party owing zero cash to the other. About Seadrill Ltd. Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) -- http://www.seapdrill.com/-- is a deepwater drilling contractor providing drilling services to the oil and gas industry. As of March 31, 2018, it had a fleet of over 35 offshore drilling units that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up rigs. On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection after reaching terms of a reorganization plan that would restructure $8 billion of funded debt. It emerged from bankruptcy in July 2018. Demand for exploration and drilling has fallen further during the COVID-19 pandemic as oil firms seek to preserve cash, idling more rigs and leading to additional overcapacity among companies serving the industry. In June 2020, Seadrill wrote down the value of its rigs by $1.2 billion and said it planned to scrap 10 rigs. Seadrill said it is in talks with lenders on a restructuring of its $5.7 billion bank debt. Seadrill Partners LLC, a limited liability company formed by deep-water drilling contractor Seadrill Ltd. to own, operate and acquire offshore drilling rigs, along with its affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020, after its parent company swept one of its bank accounts to pay disputed management fees. Mohsin Y. Meghji, authorized signatory, signed the petitions. On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited, and Asia Offshore Rig 3 Limited sought Chapter 11 protection. Seadrill GCC estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the Court. The lead case is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427). Seadrill Limited disclosed $7.291 billion in assets against $7.193 billion in liabilities as of the bankruptcy filing. In the new Chapter 11 cases, the Debtors tapped Kirkland & Ellis LLP as counsel; Houlihan Lokey, Inc. as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; Jackson Walker LLP as co-bankruptcy counsel; Slaughter and May as co-corporate counsel; Advokatfirmaet Thommessen AS as Norwegian counsel; and Conyers Dill & Pearman as Bermuda counsel. Prime Clerk LLC is the claims agent. On April 9, 2021, the board of directors of Debtor Seadrill North Atlantic Holdings Limited unanimously adopted resolutions appointing Steven G. Panagos and Jeffrey S. Stein as independent directors to the board. Seadrill North Atlantic Holdings Limited tapped Katten Muchin Rosenman LLP as counsel and AMA Capital Partners, LLC as financial advisor at the sole direction of independent directors. SEADRILL LTD: Enters Into Settlement Agreement with NOL ------------------------------------------------------- Seadrill Limited on Aug. 8 disclosed that the Company has reached a settlement agreement with Northern Ocean Ltd. ("NOL") predominantly with respect to balances outstanding from Seadrill's preparation of the West Mira and West Bollsta rigs. The settlement agreement closes all outstanding balances, claims and counter-claims between the companies and their respective subsidiaries by way of set-off as full and final settlement. Further, the settlement agreement sets out that Seadrill will provide certain transition services to any prospective new managers in respect of NOL's rigs and requires Seadrill to restart bareboat lease payments for the West Bollsta rig from August 10, 2021, alongside Seadrill's continued operation of the rig on the Lundin contract. The settlement agreement is subject to certain conditions, including, but not limited to, obtaining approval by the US bankruptcy court under Seadrill's Chapter 11 protection. Grant Creed, Chief Financial Officer, commented "Conclusion of this uncertainty around claims and counterclaims with NOL is an important pre-requisite to Seadrill being able to proceed with its Chapter 11 filing. Shareholders should note the Plan of Reorganization filed with the Court on July 24, 2021 leads to a substantial equitization of debt meaning existing shareholders receive virtually no recovery for their existing shares." About Seadrill Ltd. Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) -- http://www.seapdrill.com/-- is a deepwater drilling contractor providing drilling services to the oil and gas industry. As of March 31, 2018, it had a fleet of over 35 offshore drilling units that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up rigs. On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection after reaching terms of a reorganization plan that would restructure $8 billion of funded debt. It emerged from bankruptcy in July 2018. Demand for exploration and drilling has fallen further during the COVID-19 pandemic as oil firms seek to preserve cash, idling more rigs and leading to additional overcapacity among companies serving the industry. In June 2020, Seadrill wrote down the value of its rigs by $1.2 billion and said it planned to scrap 10 rigs. Seadrill said it is in talks with lenders on a restructuring of its $5.7 billion bank debt. Seadrill Partners LLC, a limited liability company formed by deep-water drilling contractor Seadrill Ltd. to own, operate and acquire offshore drilling rigs, along with its affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020, after its parent company swept one of its bank accounts to pay disputed management fees. Mohsin Y. Meghji, authorized signatory, signed the petitions. On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited, and Asia Offshore Rig 3 Limited sought Chapter 11 protection. Seadrill GCC estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the Court. The lead case is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427). Seadrill Limited disclosed $7.291 billion in assets against $7.193 billion in liabilities as of the bankruptcy filing. In the new Chapter 11 cases, the Debtors tapped Kirkland & Ellis LLP as counsel; Houlihan Lokey, Inc. as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; Jackson Walker LLP as co-bankruptcy counsel; Slaughter and May as co-corporate counsel; Advokatfirmaet Thommessen AS as Norwegian counsel; and Conyers Dill & Pearman as Bermuda counsel. Prime Clerk LLC is the claims agent. On April 9, 2021, the board of directors of Debtor Seadrill North Atlantic Holdings Limited unanimously adopted resolutions appointing Steven G. Panagos and Jeffrey S. Stein as independent directors to the board. Seadrill North Atlantic Holdings Limited tapped Katten Muchin Rosenman LLP as counsel and AMA Capital Partners, LLC as financial advisor at the sole direction of independent directors. SEADRILL LTD: Reaches Settlement With Northern Ocean Ltd. --------------------------------------------------------- On August 8, 2021, Seadrill Limited (OSE: SDRL) (OTCPK: SDRLF) announces that the Company has reached a settlement agreement with Northern Ocean Ltd. ("NOL") predominantly with respect to balances outstanding from Seadrill's preparation of the West Mira and West Bollsta rigs. The settlement agreement closes all outstanding balances, claims and counter-claims between the companies and their respective subsidiaries by way of set-off as full and final settlement. Further, the settlement agreement sets out that Seadrill will provide certain transition services to any prospective new managers in respect of NOL's rigs and requires Seadrill to restart bareboat lease payments for the West Bollsta rig from August 10, 2021, alongside Seadrill's continued operation of the rig on the Lundin contract. The settlement agreement is subject to certain conditions, including, but not limited to, obtaining approval by the US bankruptcy court under Seadrill's Chapter 11 protection. Grant Creed, Chief Financial Officer, commented "Conclusion of this uncertainty around claims and counterclaims with NOL is an important pre-requisite to Seadrill being able to proceed with its Chapter 11 filing. Shareholders should note the Plan of Reorganization filed with the Court on July 24, 2021 leads to a substantial equitization of debt meaning existing shareholders receive virtually no recovery for their existing shares." About Seadrill Ltd. Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) -- http://www.seapdrill.com/-- is a deepwater drilling contractor providing drilling services to the oil and gas industry. As of March 31, 2018, it had a fleet of over 35 offshore drilling units that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up rigs. On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection after reaching terms of a reorganization plan that would restructure $8 billion of funded debt. It emerged from bankruptcy in July 2018. Demand for exploration and drilling has fallen further during the COVID-19 pandemic as oil firms seek to preserve cash, idling more rigs and leading to additional overcapacity among companies serving the industry. In June 2020, Seadrill wrote down the value of its rigs by $1.2 billion and said it planned to scrap 10 rigs. Seadrill said it is in talks with lenders on a restructuring of its $5.7 billion bank debt. Seadrill Partners LLC, a limited liability company formed by deep-water drilling contractor Seadrill Ltd. to own, operate and acquire offshore drilling rigs, along with its affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020, after its parent company swept one of its bank accounts to pay disputed management fees. Mohsin Y. Meghji, authorized signatory, signed the petitions. On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited, and Asia Offshore Rig 3 Limited sought Chapter 11 protection. Seadrill GCC estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the Court. The lead case is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427). Seadrill Limited disclosed $7.291 billion in assets against $7.193 billion in liabilities as of the bankruptcy filing. In the new Chapter 11 cases, the Debtors tapped Kirkland & Ellis LLP as counsel; Houlihan Lokey, Inc. as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; Jackson Walker LLP as co-bankruptcy counsel; Slaughter and May as co-corporate counsel; Advokatfirmaet Thommessen AS as Norwegian counsel; and Conyers Dill & Pearman as Bermuda counsel. Prime Clerk LLC is the claims agent. On April 9, 2021, the board of directors of Debtor Seadrill North Atlantic Holdings Limited unanimously adopted resolutions appointing Steven G. Panagos and Jeffrey S. Stein as independent directors to the board. Seadrill North Atlantic Holdings Limited tapped Katten Muchin Rosenman LLP as counsel and AMA Capital Partners, LLC as financial advisor at the sole direction of independent directors. SPANISH HEIGHTS: Expects $45K Per Month Lease from SJC Ventures --------------------------------------------------------------- Spanish Heights Acquisition Company, LLC, submitted a Proposed Disclosure Statement for First Amended Plan of Reorganization. The Debtor has focused on developing and executing a reorganization strategy to: (a) maximize the value of its Estate; (b) address the factors that led to the bankruptcy filing; and (c) enable the Debtor to emerge from chapter 11 as a stronger, more viable company. The Debtor contemplates two sources to fund its Chapter 11 Plan. The first is a capital infusion from the Debtor's owner, SJC Ventures Holdings, LLC, in the amount required to fund Debtor's exit from bankruptcy ("New Value Contribution"). The second revenue source to fund the Plan will be a new lease of the Property to the current tenant, SJC Ventures Holdings, LLC ("SJC Exit Lease"). The amount of the rent under the SJC Lease (currently expected to be $45,000 per month) will be sufficient to pay the payments required by the Plan, including (1 ) payments to secured creditors, ongoing maintenance and related expenses, taxes and insurance. As of the date this Disclosure Statement is filed, the liability insurance for the Property is paid in full through March 11, 2022. The Amended Plan does not alter the proposed treatment for unsecured claims and the equity holder: * Class 6 consists of Allowed Unsecured Claims. Holders of Allowed Unsecured Claims (including the Unsecured portion of the Class 3 Claim) will receive their pro-rata share of $10,000, with payments made from the Distribution Account within 90 days after the Effective Date. Such payment shall be in full satisfaction of each Holder's Allowed Unsecured Claim. * Class 7 consists of Disputed Unsecured Claims. Holders of Disputed Unsecured Claims shall receive no distribution on account of their Claims unless or until the Claim becomes an Allowed Claim. If the Disputed Claim becomes an Allowed Unsecured Claim, it will be treated as Class 6 Claims. * Class 8 consists of Disputed Judgment Lien Claims. Class 8 consists of parties who have filed or recorded judgments rendered against Kenneth Antos, his spouse and/or entities owned or controlled by him and purport to constitute liens on the Property. The Class 8 Claims have been listed by Debtor as Disputed. If any Claims are filed by Class 8 Claimants, Debtor intends to object to such Claims(s). * Class 9 consists of Equity Interests. The Holder of the Allowed Class 9 Interest will receive nothing on account of its Class 9 interest, but the Holder shall retain their membership interest in the reorganized Debtor in return for payment to the Reorganized Debtor its proportional share of the sum of $350,000.00, which amount shall be the Equity Interest Holder's New Value Contribution. A full-text copy of the Disclosure Statement dated August 10, 2021, is available at https://bit.ly/3xIwent from PacerMonitor.com at no charge. Attorneys for the Debtor: James D. Greene, Esq. GREENE INFUSO, LLP 3030 South Jones Boulevard Suite 101 Las Vegas, Nevada 89146 Telephone: (702) 570-6000 Facsimile: (702) 463-8401 E-mail: j greene@greeneinfusolaw.com About SHAC Spanish Heights Acquisition Company, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-10501) on Feb. 3, 2021. Jay Bloom, manager and owner of SJC Ventures Holdings, LLC, signed the petition. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of less than $50,000. Greene Infuso, LLP and Maier Gutierrez & Associates serve as the Debtor's bankruptcy counsel and special counsel, respectively. SPRINGFIELD HOSPITAL: Struggling in Recovering from Bankruptcy -------------------------------------------------------------- According to Morgan Haefner of Hospital CFO Report, Vermont hospital struggles to recover from bankruptcy. Springfield (Vt.) Hospital continues to face financial hardship after exiting Chapter 11 bankruptcy in December 2020, according to the Valley News. The hospital's operational expenses are still outpacing revenues, according to filings with Vermont's Green Mountain Care Board cited by the Valley News. Factors such as the COVID-19 pandemic, reduced visits and bankruptcy recovery are contributing to the pressure. The hospital anticipates a negative operating margin of $3.4 million for the current fiscal year that ends Sept. 30. It's an improvement from previous years; Springfield Hospital ended the 2020 fiscal year with a $5.3 million negative operating margin and 2019 with a $9 million negative operating margin. About Springfield Hospital Springfield Hospital, Inc., is a not-for-profit, critical access hospital located in Springfield, Vermont. As part of Springfield Medical Care Systems' integrated system of care, including a network of ten federally qualified community health center sites, Springfield Hospital serves communities in southeastern Vermont and southwestern New Hampshire. Springfield Hospital, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Vermont Case No. 19-10283) on June 26, 2019. At the time of the filing, the Debtor estimated $10 million to $50 million in assets and liabilities. The Hon. Colleen A. Brown oversees the case. Murray, Plumb & Murray is the Debtor's legal counsel. SUMMIT GAS: Asks Court to Set Hearing on Sale of Gas Leases ----------------------------------------------------------- Summit Gas Resources, Inc., asks the U.S. Bankruptcy Court for the District of Wyoming to schedule a hearing on its Second Amended Motion to Approve Bidding Procedures and Employ EnergyNet.com LLC. The Motion was originally filed on June 3, 2021. It basically asked the Court to approve bidding procedures, inter alia, for the sale of the Debtor's private gas leases. It also proposed that the Debtor assumes the Federal Rights of Way in the Cabin Creek field. The United States objected to the Motion. None of the private gas lessors objected to the Motion. The Debtor filed a motion for an expedited hearing on the Motion on June 3, 2021. The Court scheduled a hearing for June 30, 2021. The hearing was held on June 30, 2021. The participants were the Debtor's Counsel, Nick Vassallo, Assistant United States Attorney and Chad Schexnayder, Counsel for RLI Insurance, a Claimant in the Subchapter V. At that hearing, the Debtor's counsel indicated that the Debtor and the U.S. Government had entered into a global resolution of the Motion, as well as D.E. 227. Accordingly, the Court was not required to hear the merits of the Motion. After the hearing, the Debtor's parent company decided it did not want to pay the necessary funds to effect the global resolution. So, the parties were back to square one so to speak. The Debtor now requests a hearing on the merits of the Motion. It prays for the Court to schedule a hearing on its Motion. About Summit Gas Resources Summit Gas Resources, Inc., a company engaged in the business of extracting coal bed methane gas, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 20-20377) on July 31, 2020. Peter G. Schoonmaker, president and chief executive officer, signed the petition. At the time of filing, the Debtor disclosed $33,796,099 in assets and $13,319,648 in liabilities. Karpan and White, P.C. and the Law Offices of Ken McCartney, P.C. serve as the Debtor's legal counsel. TABOOLA INC: Moody's Assigns First Time B1 Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Taboola, Inc., including a B1 corporate family rating, B1-PD probability of default rating and a B1 rating to the company's proposed senior secured bank term loan facility. Moody's assigned an SGL-2 speculative grade liquidity rating, indicating good liquidity. The outlook is stable. The proceeds of the proposed $300 million term loan will be used to acquire Shop Management LLC's operating subsidiary Connexity, a technology and data-driven marketing services company focused on the e-commerce market, for approximately $800 million. Taboola plans to use approximately $260 million in cash and $240 million in common equity in addition to the proceeds from the proposed $300 million term loan to fund the acquisition. Assignments: Issuer: Taboola, Inc. Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Corporate Family Rating, Assigned B1 Gtd Senior Secured First Lien Term Loan, Assigned B1 (LGD3) Outlook Actions: Issuer: Taboola, Inc. Outlook, Assigned Stable RATINGS RATIONALE The B1 CFR reflects Taboola's all-digital business model, global diversification, moderate financial leverage and strong cash flows. The company's growth prospects are supported by the ongoing shift of brand marketing spend and consumer purchase activity from traditional channels to online platforms. Counterbalancing these credit strengths are Taboola's exposure to potentially cyclical advertising revenue, intense industry competition, changing regulations towards greater privacy and the elimination of third-party cookies. Taboola is well diversified within its advertisers' base but has some concentration in its publishing partners' base, with its largest digital property, Microsoft and affiliates, accounting for approximately 20% of its 2020 gross revenues. The company has adopted a fairly conservative financial policy with moderate leverage and a healthy cash buffer. However, the company has a very short operating history as a public company and Moody's expects it to remain acquisitive. Moody's expects that Taboola may consider future debt-funded acquisitions after the Connexity is integrated, which could prevent delevering. The rating anticipates that leverage as measured by Moody's-adjusted Debt/EBITDA could increase to the 3x-4x range given Moody's expectations for further debt financed acquisitions over time. The proposed acquisition adds the e-commerce platform's 6,000 publishers and 1,600 direct merchant relations to Taboola's current roster of 9,000 publishers and 13,000 advertisers. Taboola will gain access to e-commerce media market, which should give it some additional competitive edge through expanded access to transaction data. LIQUIDITY The SGL-2 speculative grade liquidity rating reflects Moody's expectation that the company will maintain good liquidity over the next 12 to 18 months, driven by operating cash flow in the $160-$180 million range and a substantial cash balance at close. The company's cash needs are modest and predictable relative to internally generated cash flows and consist of roughly $45 million of capex, $10 million in working capital cash use and approximately $3 million term loan amortization. The company's only funded debt maturity is in 2028, when the proposed term loan comes due. Taboola cash flows are moderately seasonal, with higher in Q4 as advertisers tend to increase their spending around the holidays. Seasonality has not been pronounced historically because of rapid growth but it is likely to become more impactful on cash flows because of Connexity's focus on e-commerce. The company's liquidity position is constrained by the lack of a committed revolving credit facility. This is in part mitigated by a high cash balance. Proforma for the cash contribution toward funding the Connexity acquisition, Taboola estimates cash to be around $300 million at close. The company's term loan agreement does not have financial maintenance or springing covenants. ESG CONSIDERATIONS Social risk considered in Moody's assessment of Taboola include evolving demographic and social trends, in particular changes in the way consumers consume media and the continuing shift in advertising to digital platforms, changing regulations with respect to privacy and the elimination of third-party cookies. Taboola also has to comply with local data privacy laws and regulations that vary across the markets where it operates, which increases costs. The existence of third-party cookies and their use in advertising campaigns is a social risk for Taboola. Cookies are unique identifiers that store user data, enabling advertisers to identify individual users and target them while measuring their activity. Safari (Apple) and FireFox have chosen to block third-party cookies. At the beginning of 2021, Google announced its plans to shut down third-party cookies in phases over two years and replace the technology with an alternative that enhances security and user privacy. This change is expected to make it more difficult for advertisers to track user behavior. Because Taboola powers editorial recommendations, digital properties typically embed its code directly on their websites and Taboola can drop first party cookies. This lessens Taboola's exposure to the disappearance of third-party cookies but does not eliminate this risk. Taboola may need to adjust its business operations or invest in additional technologies to obtain user opt-in or compensate for a lack of third-party cookie data. Governance risks taken into consideration include the company's short track record operating as a public company, and likelihood that it will continue seeking acquisition-oriented growth. The company has not yet publicly articulated a financial policy that would guide its balance sheet management and growth strategy. STRUCTURAL CONSIDERATIONS The B1 rating on the term loan reflects the probability of default of the company, based on the B1-PD probability of default rating, an average expected family recovery rate of 50% at default given a covenant-lite all-bank debt structure and the first lien's debt preponderance in the capital structure. As proposed, the new first lien term loan facility is expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the greater of $177 million and 100% of consolidated EBITDA plus unlimited amounts subject to Parent's first lien net leverage ratio of 2.5x, if pari passu first lien secured debt. Amounts up to the greater of $177 million and 100% of consolidated EBITDA may be incurred with an earlier maturity date than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject 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, subject to protective provisions which only permit such guarantee releases if such transfer is not for the primary purpose of effecting a release of such guarantor from its obligations. There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. The stable outlook reflects Moody's expectation that the company will remain focused on integrating the newly acquired Connexity business over the coming year and will grow 2021 organic revenue in excess of 20% buoyed by a strong digital advertising demand recovery globally. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Taboola's ratings will be upgraded if the company establishes a track record of operating with a moderate leverage and good liquidity while pursuing growth, demonstrates a commitment to a disciplined financial policy that balances the interests of creditors and equity holders, and delivers organic EBITDA growth leading to consistent and growing positive free cash flow generation. Quantitatively, an upgrade will require maintaining leverage of under 3.5x and FCF/Debt (Moody's adjusted) of at least 10% (both metrics are Moody's adjusted). Ratings will be downgraded if an aggressive financial policy or weak earnings cause leverage to exceed 4.5x and FCF/Debt declining closer to 5% (both Moody's adjusted). Significant client losses, weak organic revenue growth, and significant decline in cash balance in the absence of a revolving credit facility will also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Taboola, Inc. (NASDAQ:TBLA) is a technology company that runs a recommendation platform across the open web with an artificial intelligence-based, algorithmic approach. Proforma for a planned acquisition of Connexity, an e-commerce media platform, the combined company's LTM 3/2021 revenue is approximately $1.35 billion. The company became public in June 2021, via a combination with ION Acquisition Corp 1, Ltd., a special purpose acquisition company. TABOOLA.COM LTD: S&P Assigns 'B+' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings assigned its 'B+' issuer credit rating to New York-based digital ad-tech company Taboola.com Ltd. S&P also assigned a 'BB-' issue-level rating and '2' recovery rating, reflecting the potential for substantial (70% to 90% range; rounded estimate 85%) recovery on the proposed $300 million term loan facility in our default scenario. Pro forma for the acquisition, S&P expects the company's adjusted leverage to be about 3.0x in 2021 and between 2.6x and 2.8x in 2022. S&P said, "The stable outlook reflects our expectation that the company will benefit from secular growth trends in digital advertising and successfully integrate its acquisition of Connexity. Additionally, we expect the company to exhibit steady operating performance with solid revenue growth, modest improvement in blended EBITDA margins (benefiting from the higher margin acquisition EBITDA), and pro forma adjusted gross leverage declining toward the 3x area by the end of 2021 and below 3.0x in 2022. "Our 'B+' rating on Taboola reflects its participation in the highly competitive and fragmented digital advertising industry as a business-to-business advertising technology company that helps publishers maximize audience engagement and monetization and advertisers reach a target audience. Our ratings also reflect the company's meaningful publisher concentration, low EBITDA margins compared with some peers, and exposure to economic cyclicality, which can require the company to make minimum guaranteed payments to its largest publishers during an advertising recession." The company was able to temporarily revert these agreements to a revenue share model during the sharp decline in the first half of 2020 due to the COVID-19 pandemic, which strengthen its liquidity while conserving its EBITDA margins. However, a prolonged downturn in a normal cyclical recessionary scenario could present a different challenge, particularly in a slower recovery period. Offsetting these weaknesses somewhat are the company's participation in the fast-growing digital advertising space, its large publisher and advertiser base, relatively long three- to five-year contract terms with publishers, relatively low leverage, and good cash flow generation. A sizeable $300 million cash balance pro forma for the transaction supports liquidity, largely offsetting the absence of a revolving credit facility in the company's capital structure, in S&P's view. Taboola operates in the highly competitive and fragmented digital advertising space with a focus on the open web advertising. Taboola competes against larger competitors (such as Alphabet, Facebook, and Amazon) that have a dominant share in the fastest growing parts of digital advertising such as video, social, and search advertising. Taboola focuses on the open web, operating a business-to-business marketplace helping publishers maximize their advertising monetization and the time spent by website visitors on their platforms through artificial intelligence enabled algorithms that display internal and external website links and native advertising (advertising in a format that is similar to the publisher website). Taboola controls a relatively small share of open web advertising, with revenues of approximately $ 1 billion as of year-end 2020, compared with the overall digital advertising spend on the open web of approximately $64 billion. Taboola's low EBITDA margins reflect the highly variable cost structure, including significant traffic acquisition costs (TAC). Taboola's TAC is the largest part of the its variable cost structure sitting between 66% and 70% of total gross revenues over the past three years. TAC mainly represents the revenue share split and/or minimum guarantees paid to publishers from the advertising revenue generated on their websites. This expense has improved over the past six months mainly because of lower minimum guarantees as a percentage of total TAC (down to about 10% in the first half of 2021 from 15% in 2020) and as take rates have improved. However, S&P expects any significant improvement in TAC to be limited over the next 12–24 months at least, especially as the company is growing and attracting new publishers to its platform amid a highly competitive industry landscape. The cost items beyond TAC, such as research & development and sales & marketing expenses, are also highly variable, allowing little opportunities outside of general and administrative expense for margin improvement. S&P forecasts improvements in the TAC as a percentage of gross revenues and general and administrative expenses will drive EBITDA margin improvement in 2022, but with limited improvement beyond that. Taboola has exhibited solid revenue growth, although its publisher base is somewhat concentrated and it is exposed to risks stemming from cyclicality and minimum guarantees. Taboola has a demonstrated a solid track record of growth especially over the past five years, largely driven by the overall growth in digital advertising. It benefits from contracted relationships with some of the largest global publishers with significant website traffic, and this has helped it attract some of the largest global advertisers to its platform. However, the company's revenues are somewhat concentrated among its largest publishers with its top publishing client generating about 20% of its total revenues and the top five publishing clients generating about 30% of total revenues (as of 2020). The risks stemming from publisher concentration is somewhat mitigated with the company's long-term contracts with publishers. Publishers are typically contracted between two and five years, with the length of contracts trending longer as the company goes through each renewal cycle. Taboola also provides value-added services to publishers apart from monetization of content, such as sharing user engagement metrics to help publishers identify the highest value content to help guide their editorial choices. Further, Taboola's recommendation platform helps keep site visitors engaged with the publisher's website or other sites in the publisher's network. Taboola also makes minimum guaranteed payments to certain publishers. These agreements guarantee the publishers a fixed revenue up to a certain amount before reverting to a revenue share model, lowering overall EBITDA margins. The percentage of TAC from minimum guarantees in the first half of 2021 was 10%, down from 15% in 2020 and trending lower. However, given the highly competitive nature of the industry, S&P expects the company will continue to maintain about 10% of minimum guarantees in its overall revenue base. There is a risk that this could materially increase if competitive pressures grow significantly, which could have an adverse impact on EBITDA margins. Connexity's offerings are complementary to Taboola's, allowing for revenue synergies. Connexity's e-commerce capabilities complement Taboola's current platform and provides an opportunity for cross-selling across both platforms. S&P said, "There is still execution and integration risks associated with the acquisition as the companies merge, and we don't expect meaningful revenue or cost synergies until at least 2022. We view the addition of e-commerce capabilities to be a key differentiating factor for Taboola, particularly among its advertising client base, and potentially accretive to its revenue retention rates." Taboola has low gross leverage for the rating and good cash flow generation. S&P said, "Pro-forma for the Connexity acquisition, we forecast adjusted leverage to be about 3.0x as of year-end 2021 and further decline to 2.6x – 2.8x as of year-end 2022. A modest interest burden, neutral to slightly positive working capital, and low capital intensity should translate into relatively healthy free cash flows for Taboola in 2022. We expect the company to have free cash flow to debt of about 5% in 2021 (this includes significant one-time expenses associated with the de-SPAC and Connexity acquisition) before improving to about 20% in 2022 driven by EBITDA growth and lower one-time expenses. "We expect Taboola could continue making smaller tuck-in acquisitions over the next 12-24 months using cash on the balance sheet. We have not forecasted any shareholder distributions over the next 12 months, including dividends or share buy backs. "The stable outlook reflects our expectation that the company will benefit from the secular growth trends in digital advertising and successfully integrate its acquisition of Connexity. Additionally, we expect the company to exhibit steady operating performance with solid revenue growth, modest improvement in blended EBITDA margins (benefiting from the higher margin acquisition EBITDA), and pro-forma adjusted gross leverage declining toward the 3x area by the end of 2021 and below 3.0x in 2022." S&P could lower its ratings on Taboola if it expects adjusted leverage could increase above 4.5x on a sustained basis because of: -- More intense competition within the open web space that leads to significant pricing pressures and/or major publishing client losses; -- Advertisers shift more of their marketing budgets toward social and search platforms, affecting the growth of advertising spend in the open web space and in turn, Taboola's growth prospects; and/or -- The company pursues a more aggressive financial policy of material debt-financed acquisitions and/or shareholder distributions would keep adjusted leverage elevated above S&P's thresholds. For an upgrade, S&P would look for consistent organic revenue growth with stable adjusted EBITDA margins of at least 10% through an improved competitive position in the fragmented digital advertising marketplace. And upgrade would also depend on improved revenue diversity in the company's publisher client base as well as a track record of maintaining a prudent financial policy by keeping gross adjusted leverage below 3.0x. TALLGRASS ENERGY: Fitch Alters Outlook on 'BB-' LT IDR to Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Tallgrass Energy Partners, LP's (Opco) Long-Term Issuer Default Rating (IDR) at 'BB-'. Fitch has also affirmed the Opco's senior unsecured rating at 'BB-'/'RR4', and senior secured rating at 'BB+'/'RR1'. The Rating Outlook has been revised to Stable from Negative. Fitch has assigned a 'BB-'/'RR4' rating to the Opco's and co-obligor Tallgrass Energy Finance Corp.'s proposed issuance of senior unsecured notes. Fitch has affirmed Prairie ECI Acquiror LP's (Prairie ECI Acquiror LP, as borrower under the Term Loan B, and Tallgrass Energy, LP, as pledgor in the Term Loan B structure are referred to collectively as, Holdco) IDR at 'B+'. The Outlook has been revised to Stable from Negative. Fitch has applied its updated "Corporates Recovery Ratings and Instrument Ratings Criteria" and as a result, has downgraded Holdco's senior secured term loan rating to 'B-' from 'B' and revised the Recovery Rating (RR) to 'RR6' from 'RR5.' The Holdco IDR, loan rating and RR have been removed from Under Criteria Observation (UCO), where they were placed following the publication of the updated recovery rating criteria on April 9, 2021. Fitch revised Holdco's and Opco's Outlooks to Negative in 2020 due to a trend of credit downgrades to certain single-B category customers holding long-term contracts with Rockies Express LLC (ROCKIE; BB+/Stable), a similar concern about some Pony Express pipeline (Pony) customers. The revision of the Outlooks to Stable reflects upswings in both customer credit quality and spot transportation rates. KEY RATING DRIVERS Counterparty Credit Risk: In 2020, and year-to-date, Pony did not have a material customer declare bankruptcy. ROCKIE did have some customer bankruptcies in the years prior to 2021. The Gulfport bankruptcy, which was ROCKIE's largest, resulted in an outcome neutral to credit quality. Going forward, ROCKIE's biggest source of total revenues in the forecast period is from its East End customers. Among the largest of these customers, all are rated (senior unsecured) below investment grade. Accordingly, ROCKIE remains exposed to events that could cause customer distress. Fitch has accounted for this risk by assuming in its Tallgrass base case that a small volume customer in the East End files for bankruptcy. Positively, since the beginning of 2021, two of the top four East End customers have been upgraded by Fitch. Long-term Contracts: Both of Tallgrass's two large interstate pipeline operations benefit from long-term contracts. The terms give high assurance of run-rate cash flows even if delivered volumes are significantly below the contract entitlement. ROCKIE enjoys take-or-pay payment terms. Weighted average contract life is 10-years. Pony, which Opco recently contributed as part of the formation of a joint venture with Bridger Pipeline LLC, has as its main payment term minimum volume commitments (MVCs). On a cash basis, MVC-type contracts operate materially like take-or-pay contracts, provided volumes delivered in a certain period do not exceed the contractual minimum. Pony has enjoyed a long history of total volumes exceeding the sum of its MVC contract minimums. Part of Pony's success with volumes is providing MVC counterparties with volume incentive rates for volumes over the minimum. The new Pony joint venture's capital structure in the next couple years is expected to lead to an adequate amount of joint venture dividends going to Opco, thereby supporting credit quality. Leverage: In 2020, Holdco leverage (proportionate-for-joint ventures consolidated basis) was over slightly 8.0x, a level that pressured the 'B+' IDR. In mid-2020, Holdco adopted a plan to reduce Opco debt, among other prudent financial policies. Solid business execution in the last 12 months has caused Holdco LTM June 30, 2021 leverage to drop to approximately 7.5x. Fitch expects 2021 and 2022 year-end leverage to be in the 7.5x area. Leverage reduction has been aided by the glide-down in growth investments, with 2020 being lower than 2019, and 2021 lower than 2020. Parent Subsidiary Linkage Criteria and ESG: Per Fitch criteria, Holdco and Opco exist in a strong subsidiary/weak parent relationship. Operational and legal matters are not strong. There is no centralized treasury, Opco has its own revolving credit facility, while Holdco at March 31, 2021 had unrestricted cash for an amount that was higher than needed to make its next few quarterly debt service payment, and TEP does not guarantee the debt of Holdco. Holdco and Opco each have ESG Scores of '4' for "Group Structure" due to the complicated family structure. For instance, cash held above the Opco level is held at more than one entity in the financing structure. DERIVATION SUMMARY Fitch's Parent Subsidiary Linkage Criteria serves as the basis of the derivation analysis, and, accordingly, puts the focus on Holdco. Holdco's comparable is The Williams Companies, Inc. (WMB; BBB/Stable). Like Holdco, WMB's core credit is comprised of two long-distance pipelines regulated by the U.S. Federal Energy Regulatory Commission (FERC). Both of WMB's FERC-regulated subsidiaries are stronger regarding fundamentals, than Holdco's strongest comparable subsidiary. This element of the comparison is offset by WMB having a much larger gathering and processing business than Tallgrass. G&P is a higher risk business than FERC-regulated pipelines. Fitch expects Williams to have 2021 total debt-to-EBITDA of approximately 4.6x (standard definition as levered joint ventures are not substantial, as with Prairie ECI Acquiror LP) As noted, Fitch expects Holdco leverage of approximately 7.5x in 2021-2022 (proportionate consolidated method). The two families (Williams Companies, Inc. and the Tallgrass family) are separated in ratings by a large amount, due the leverage and size of each family. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Fitch Price Deck, e.g., West Texas Intermediate for 2022 at $52/barrel, and Henry Hub 2022 and out, $2.45/thousand cubic feet; -- ROCKIE distributions and EBITDA consistent with Fitch's expectations for ROCKIE, which, among other things, reflect one small generic customer rejecting contracts in bankruptcy in the out years; -- Pony volumes are approximately the same as the level that has prevailed in recent months; -- Minimal growth capex and growth joint venture investments; -- Distributions to equity by both Opco and Holdco for the balance of 2021 are consistent with distributions YTD March 31, 2021; -- LIBOR of 25 bps; -- The Recovery Rating of '6' for Holdco's Term Loan B is based on a scenario where Opco is in financial distress along with Holdco. The going-concern proportionate EBITDA upon a 2022 emergence is an assumption of $750 million. The previous assumption was $800. The reduction in the going-concern EBITDA reflects an updated view on the non-ROCKIE part of the Tallgrass family. The multiple assumed is 8.0x, which is properly at a substantial discount with M&A multiples (as averaged together) for the types of interstate pipelines that make up the largest assets in the Tallgrass family. The previous multiple was 9.0x. This 9.0 multiple is also well supported by M&A multiples, but the revision in criteria mentioned in the first section above caps multiples at 8.0x. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- For both Opco and Holdco, proportionate consolidated Total Debt-to-Adjusted EBITDA (measured at the Holdco level) that is below and expected to remain below 7.0x for a sustained period; -- For both Opco and Holdco, a decrease in business risk, such as might occur with ROCKIE and/or Pony contracting a significant part of their capacity in a long-term revenue-assured relationship with an investment grade shipper. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- For both Opco and Holdco, proportionate consolidated total debt-to-adjusted EBITDA (measured at the Holdco level) that is expected to be above 8.0x for a sustained period; -- For both Opco and Holdco, a large customer with a long-term take or pay (ROCKIE) contract or MVC (Pony) contract has a financial condition that is consistent with a potential bankruptcy filing, and the current market for the Opco's transportation service indicates the potential for a contract rejection. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Holdco Liquidity Adequate: Liquidity needs at Prairie ECI Acquiror LP are expected to be limited to interest payments, relatively small debt amortization, and, in the event the Opco-Holdco distribution policy reverts to past practice (not expected in the near-term by Fitch) distributions to owners. Fitch expects distributions from Tallgrass Energy Partners, LP to be supportive of Prairie ECI Acquiror, LP's ability to meet its debt service obligations and its minimum debt service coverage ratio covenant of 1.1x. In Fitch's view, liquidity is also supported by a significant amount of unrestricted cash at Holdco for future interest payments. As of March 31, 2021, the borrowing amount under the term loan was $1.48 billion. Opco: Liquidity Adequate: Opco's revolving credit facility amount has been considerably reduced since March 31, 2021 at which point it was $2.3 billion. On July 19, 2021, Opco and certain of its subsidiaries entered into an amendment to its existing revolving credit facility. The amendment modified certain provisions of the credit agreement to, among other things, decrease the gross commitment in the Opco revolving credit facility to $1.5 billion, and increase maturity of the revolver to July 19, 2025 from 2022. The amendment made no changes to the maintenance covenant array of maximum total leverage ratio of not more than 5.5x, senior secured leverage ratio of not more than 3.75x, and consolidated interest coverage ratio of not less than 2.5x. As of June 30, 2021, pro forma for the reduction in the revolving credit facility commitment, Opco had availability of $1.0 billion. At June 30, 2021, the company was in compliance with its covenants. Opco currently has five series of senior unsecured notes outstanding with maturity dates 2024, 2025, 2027, 2028 and 2030. Opco's recent proposed issuance will be used to fund a tender offer for Opco's notes due 2024. Fitch believes Opco's near-term maturity obligations are manageable. ESG CONSIDERATIONS Prairie ECI Acquiror LP and Tallgrass Energy Partners, LP have ESG Relevance Scores of '4' for Group Structure due to the high number of entities in the family. This has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. ISSUER PROFILE The Tallgrass family is a U.S. midstream company with a concentration in long-distance interstate pipelines. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch typically adjusts midstream energy companies' EBITDA to exclude equity in earnings of unconsolidated affiliates, but include cash distributions from unconsolidated affiliates. For additional perspective, Fitch evaluates TEP and Holdco relative to its proportionate consolidation-based leverage, which includes pro rata EBITDA and pro rata debt of joint ventures. For Opco and Holdco, in addition to calculating leverage metrics inclusive of ROCKIE and Pony distributions as described above, Fitch has also proportionately consolidated ROCKIE in Opco's and Holdco's leverage calculations to include 75% of ROCKIE EBITDA and debt in Opco and Holdco's metrics, amounts proportional to their ownership interest in the pipeline. (Pony EBITDA is handled similarly, though with a percentage that will vary as the joint venture's capital structure changes in accordance with its terms.) Further, for ROCKIE's EBITDA, Fitch adds to operating income changes in the Contract Asset account. Lastly, Fitch reviews Holdco's stand-alone leverage, but Fitch does not use this metric in its Rating Sensitivities. TALLGRASS ENERGY: Moody's Rates New $500MM Unsecured Notes 'B1' --------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Tallgrass Energy Partners, LP's (TEP) proposed $500 million senior unsecured notes due 2031. All other ratings of TEP and its parent company, Prairie ECI Acquiror LP (Prairie) are unchanged, including Prairie's B1 Corporate Family Rating. The stable outlook is also unchanged. Assignment: Issuer: Tallgrass Energy Partners, LP Senior Unsecured Notes, Assigned B1 (LGD4) RATINGS RATIONALE TEP is a wholly owned subsidiary of Prairie through which Prairie conducts its operations. The company intends to use the net proceeds of the proposed senior notes issuance to redeem its 2024 notes outstanding and partially repay revolver borrowings. Moody's views this transaction as credit neutral as the overall debt burden of Prairie remains mostly unchanged and the nearest term maturity is being refinanced. TEP's senior unsecured notes (including the proposed notes) are rated B1, the same as Prairie's B1 CFR. Although the notes are subordinated to TEP's $1.5 billion senior secured revolving credit facility (unrated) maturing in July 2025, which has a senior secured priority claim to TEP's assets, the notes are in a structurally superior position within the capital structure and have a priority claim to the assets compared to Prairie's $1.5 billion senior secured term loan. Prairie's term loan is rated B3, two notches below Prairie's B1 CFR reflecting its structural subordination to TEP's revolving credit facility and unsecured notes. The term loan is secured only by Prairie's equity ownership interests in TEP and its General Partner and is the most junior debt in the capital structure. Prairie's B1 CFR is constrained by the company's high financial leverage including Prairie's term loan, debt at TEP and pro-rata share of Rockies Express Pipeline LLC's (REX, Ba2 stable) debt vis-a-vis the cash flow generated by the operating assets at TEP and its share of REX. Prairie benefits from its meaningful size, its predominantly interstate pipeline asset base with cash flow from long-term firm transportation contracts and revenue diversification from both crude and natural gas transportation. Prairie's financial sponsors include Blackstone Infrastructure Partners, and the ratings incorporate governance considerations including the sponsors' aggressive financial policies with respect to financial leverage and distributions. Prairie's stable rating outlook reflects the predictable cash flow from the company's existing long-term firm transportation contracts and some earnings diversification. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Prairie's ratings could be upgraded if the company reduces debt and enhances its contracted revenue position and counterparty risk. Consolidated Debt/EBITDA below 7x could be supportive of a ratings upgrade. If Prairie's debt leverage is increased through weaker than expected earnings, aggressive distribution policies or debt funded growth then its ratings could be downgraded. Consolidated Debt/EBITDA sustained above 7.5x could result in a ratings downgrade. The principal methodology used in this rating was Midstream Energy published in December 2018. Prairie, though its ownership of TEP, provides crude oil transportation, natural gas transportation and storage, processing and water business services for customers in the Rocky Mountain, Appalachian and Midwest regions of the United States. TCP INVESTMENT: Wins Cash Collateral Access Thru Aug 28 ------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky, Lexington Division, has authorized TCP Investment Properties, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance through August 28, 2021. As previously reported by the Troubled Company Reporter, Whitaker Bank, Inc. asserts a lien on the Cash Collateral. 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. Under the Interim Cash Collateral Order, the Debtor is directed to cooperate with the Receiver to pay any outstanding ad valorem taxes secured by the Property, and the Debtor shall file a notice with the Court detailing the amount, tax year and specific property for each bill to be paid. The payments will be made by the Receiver with the remaining funds held by the Receiver. As adequate protection for the Debtor's use of cash collateral, the Cash Collateral Creditor is granted liens, upon the rents from all property of the Debtor of the same type of collateral and priority as existed as of the Petition Date, subject only to any valid and enforceable, perfected, and non-avoidable liens of other secured creditors. The Cash Collateral Creditor does not waive its right to request and receive additional adequate protection from the Debtor, including but not limited to, monthly adequate protection payments. The Replacement Liens granted will be deemed effective, valid, and perfected as of the Petition Date without the necessity of the filing or lodging by or with any entity of any documents or instruments otherwise required to be filed or lodged under applicable nonbankruptcy law. As additional adequate protection, the Debtor will continue to account for all cash use, and the proposed cash use as set forth in the Budget is being incurred primarily to preserve property of the Estate. A further hearing on the matter is scheduled for August 19 at 11:30 a.m. A copy of the order is available at https://bit.ly/3jI6liC 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. Judge Tracey N. Wise oversees the case. Delcotto Law Group PLLC represents the Debtor as counsel. TEEFOR2 INC: Unsec. Creditors to Get $10K per Month for 36 Months ----------------------------------------------------------------- Teefor2, Inc., a California Corporation, submitted a Subchapter V Plan of Reorganization for restructuring its debt. The merchant lenders were making automatic withdrawals from the Debtor's accounts which were often insufficient to allow these withdrawals to clear, or if they cleared not allow the Debtor to make regular payments to vendors. As a result, one vendor commenced a collection action against the Debtor and all three of its merchant lenders commenced actions for recovery of amounts owed. One obtained a judgment and commenced enforcement by freezing, then seizing the Debtor's bank and credit card accounts. Then, one of its largest vendors commenced an action for recovery of amounts owed. This precipitated the filing of the Chapter 11 petition under Subchapter V. Class 1 consists of the Secured Claim of the United States Small Business Administration. The Debtor is indebted to the United States Small Business Administration for a Covid 19 Emergency Disaster Loan. This Plan provides that the Class 1 Claim of the SBA is not impaired and will be paid in full over its original term and shall retain its security interest. Class 2 consists of the Secured Claim of Kalamata. This Plan provides that any portion of the Class 2 Claim of Kalamata which is determined to be an approved claim after the Debtor's objections are heard, will be paid in full, with interest at the rate of 6% per annum over 120 months following the confirmation of the Plan. Class 3 consists of the Secured Claim of Geneva Capital. The Plan will treat the Class 3 Secured claim of Geneva Capital as unimpaired, and the Debtor will make payments as required under the Agreement with Geneva and Geneva will retain its security interest unimpaired. Class 4 consists of General Unsecured Claims. The allowed unsecured claims of the Debtor as determined by the Court after any objections to filed claims are heard will receive a pro rata distribution of funds from the Debtor in an amount totaling $360,000. The Debtor shall make such payments from net operating income at the rate of $10,000 per month commencing on the first day of the month following the effective date of the Plan and continuing for 36 months. Class 5 consists of Equity Interest Holder Larry Lazalde. The Class 5 Equity Interests of the Debtor as sole shareholder of the Debtor shall remain unimpaired under the Plan. The holder of the Class 4 claim shall not vote on the Plan. The Plan will be implemented using operating profits from the ongoing business operations of the business post-confirmation. The Debtor expects to have sufficient cash on hand to make the payments required on the effective date. A full-text copy of the Plan of Reorganization dated August 9, 2021, is available at https://bit.ly/2Xaksp5 from PacerMonitor.com at no charge. Attorneys for the Debtor: Stephen R. Wade, Esq. Law Offices of Stephen R. Wade P.C. 405 N. Indian Hill, Blvd. Claremont, CA 91711 Tel: (909) 985-6500 Fax: (909) 912-8887 Email: srw@srwadelaw.com About Teefor2 Inc. Teefor2, Inc. owns and operates a graphic design and screen printing business in the City of Chino, Calif. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12580) on May 10, 2021. In the petition signed by Larry Lazalde, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Scott H. Yun oversees the case. The Law Offices of Stephen R. Wade, P.C. is the Debtor's counsel. TENET HEALTHCARE: Fitch Alters Outlook on 'B' IDR to Positive ------------------------------------------------------------- Fitch Ratings has revised Tenet Healthcare Corp.'s (Tenet) Rating Outlook to Positive from Stable and affirmed its ratings, including its Long-Term Issuer Default Rating (IDR) at 'B'. The ratings reflect the issuer's solid competitive position as a healthcare provider and the durability of its operational and financial results amid the pandemic. The Positive Outlook reflects Tenet reducing gross debt by $1.1 billion via unrestricted cash and Fitch's expectation that leverage should improve further growth in operating EBITDA. KEY RATING DRIVERS Hospitals Drive Operating Outlook: Tenet is one of the largest for-profit operators of acute care hospitals in the U.S., and a leading operator of ambulatory surgery centers (ASCs) through its ownership of United Surgical Partners International (USPI). USPI provides setting diversification, which Fitch expects will continue to benefit from secular tailwinds. Tenet has set a public goal of having USPI's EBITDA increase to 50% of total and the hospital segment decrease to 35% in 2023. Fitch expects Tenet will use a combination of acquisitions and de novo openings in USPI, hospital dispositions and the relative growth rates for each segment to make progress against its goal. For example, Tenet acquired 45 ASCs for $1.1 billion in December 2020. Until then, the hospital segment will be the main driver of the company's results, with a contribution of about 80% and 50% of consolidated revenues and EBITDA, respectively. Pandemic Having Manageable Impact: Fitch expects healthcare providers like Tenet will continue to be negatively impacted by the pandemic (i.e. lower volumes, higher operating expenses) through at least 2021. While volumes have not fully rebounded to pre-pandemic levels, they have rebounded sharply from the 2Q20 lows, and stabilized at levels where Tenet can support its current capitalization and rating. Lower volumes have been offset in part by some favorable rate changes from government payors, higher acuity mix and Tenet's efforts to manage operating expenses. Business Improvements Clouded by Pandemic: Prior to the pandemic, Tenet had made progress against its objectives to improve operations, rationalize its hospital footprint by exiting non-core assets and markets and grow USPI. Fitch expects operating EBITDA margins will rebound in 2021 above 14%, which is slightly above pre-pandemic levels and up from around 12% in 2016, and improve further as the higher margin USPI segment's contributions become larger than the hospital segment. Fitch expects Tenet will continue to focus on growing USPI through both capital expenditures and acquisitions, which follows Tenet's increased ownership stake to 95% from around 50%. Despite pre-pandemic improvements in margins, Tenet's profitability continues to lag its closest industry peers, which supports Fitch's view that sustainably higher margins for Tenet are achievable but not explicitly assumed in Fitch's forecasts. Improving Leverage: Fitch expects gross leverage (after adjusting for cash distributions to non-controlling interests [NCI] and the repayment of $1.1 billion of debt) will sustain around 5.5x through the rating horizon, which is around the positive rating sensitivity. The degree to which leverage improves further will be a function of the still dynamic operating environment amid the pandemic and the company's capital allocation decisions including the potential spin-off of its Conifer segment. DERIVATION SUMMARY Tenet's 'B' Long-Term IDR reflects its leverage being higher than its closest hospital industry peers HCA Healthcare Inc. (HCA; BB+/Stable) and Universal Health Services Inc. (UHS; BB+/Stable). Tenet's operating and FCF margins also lag these industry peers; however, Tenet has recently made progress in closing the gap through cost-cutting measures and the divestiture of lower margin hospitals. Tenet has a stronger operating profile than similarly-rated peer Prime Healthcare Services, Inc. (B) and lower-rated peer Community Health Systems (CHS; CCC), which have lower and higher leverage than Tenet, respectively. Similar to HCA and UHS, Tenet's operations are primarily located in urban or large suburban markets that have relatively favorable organic growth prospects. KEY ASSUMPTIONS -- Revenues and operating EBITDA rebound in 2021 but remain slightly below pre-pandemic levels before including a full year's contributions from the SCD acquisition in late 2020; -- Revenue growth of 3%-5% thereafter with some margin improvement as the EBITDA mix shifts towards USPI; -- Operating cashflows negatively affected in 2021 and 2022 as certain benefits from the CARES Act are unwound (e.g. Medicare Advance Payments, deferred payroll taxes); -- Capex approximating 3%-4% of revenues per year and $400 million of acquisitions per year to accelerate USPI's growth; -- The repayment of $1.1 billion of senior secured first-lien notes in 2021 and no other meaningful changes to gross debt or equity issuances / repurchases; -- Fitch has not explicitly assumed the potential Conifer spin off, or the acquisition of the remaining interest in USPI. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- An expectation of debt/EBITDA after associate and minority dividends sustained below 5.5x; -- An expectation for FCF margin sustained above 2%. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Debt/EBITDA after associate and minority dividends sustained above 7.0x; -- An expectation for consistently break-even to negative FCF margin. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Liquidity Profile Solid: Tenet's sources of liquidity include $2.2 billion of cash at June 30, 2021, which is before the receipt of proceeds from the sale of certain hospitals offset by a similar amount of debt repayment. The company has access to an undrawn $1.9 billion ABL facility that matures in September 2024. Tenet's debt agreements do not include financial maintenance covenants aside from a 1.5x fixed-charge coverage ratio test in the bank agreement that is only in effect during a liquidity event, defined as whenever available ABL capacity is less than $100 million. The next significant debt maturity is $1.9 billion of unsecured notes maturing in June 2023. Fitch expects FCF will be more than $500 million per year before the unwinding of benefits from the CARES Act (i.e. $1.5 billion of advanced Medicare payments and $260 million of deferred payroll taxes) in 2021 and 2022. Debt Notching Considerations: The 'BB'/'RR1' and 'B+'/'RR3' ratings for Tenet's ABL facility and the senior secured first-lien notes reflect Fitch's expectation of recovery for the ABL facility in the 91% to 100% range and recovery for the first lien secured notes in the 51%-70% range under a bankruptcy scenario. The 'B'/'RR4' rating on the senior secured second-lien notes and senior unsecured notes reflect Fitch's expectations of recovery of outstanding principal in the 31%-50% range. Fitch estimates an enterprise value (EV) on a going-concern basis of $9 billion for Tenet, after a deduction of 10% for administrative claims. The EV assumption is based on post-reorganization EBITDA after dividends to associates and minorities of $1.4 billion and a 7.0x multiple. Fitch does not believe that the coronavirus pandemic has changed the longer-term valuation prospects for the hospital industry, and Tenet's post-reorganization EBITDA and multiple assumptions are unchanged from the last ratings review. The analysis assumes $1.9 billion of ABL borrowings and approximately $100 million of mortgages will recover first, approximately $8.3 billion of first-lien borrowings pro forma for the debt repayment, $1.5 billion of second-lien borrowings and $4.7 billion of unsecured borrowings. The post-reorganization EBITDA estimate is approximately 28% lower than Fitch's 2020 EBITDA for Tenet excluding grant income and considers the attributes of the acute care hospital sector and includes the following: a high proportion of revenue (30%-40%) generated by government payors, exposing hospital companies to unforeseen regulatory changes; the legal obligation of hospital providers to treat uninsured patients, resulting in a high financial burden for uncompensated care, and the highly regulated nature of the hospital industry. The 7.0x multiple employed for Tenet reflects a history of acquisition multiples for large acute care hospital companies with similar business profiles as Tenet in the range of 7.0x-10.0x since 2006 and trading multiples (EV/EBITDA) of Tenet's peer group (HCA, UHS and CHS), which have fluctuated between approximately 6.5x and 9.5x since 2011. Based on the definitions of Tenet's secured debt agreements, Fitch believes that the group of hospital operating subsidiaries that guarantee the secured debt excludes any non-wholly owned and non-domestic subsidiaries, and therefore, does not encompass part of the value of the Conifer and ambulatory care segments. The hospital operations segment contributes about 50% of consolidated EBITDA (53% pre-pandemic and 47% for 2021 guidance which reflects 2020 ASC acquisitions), and Fitch uses this value as a proxy to determine the rough value of the secured debt collateral of $4.5 billion. Fitch assumes this amount is completely consumed by the ABL facility and the first-lien lenders, leaving $4.5 billion of residual value to be distributed on a pro rata basis to the remaining first-lien claims and the second-lien secured and unsecured claims. Tenet's debt instrument ratings are sensitive to relative debt levels given the significance of the assets outside of the collateral pool. Upsized issuances could have rating implications for all debt levels depending on the use of proceeds given each instrument's recoveries are towards the low-end of their respective Recovery Rating range. Continued divestments of general acute hospitals and investments in ambulatory care could result in a narrowing of the notching between the secured and unsecured debt and/or rating actions. The ABL facility is assumed to be fully recovered before the other secured debt in the capital structure. The ABL facility is secured by a first-priority lien on the patient accounts receivable of all of the borrower's wholly owned hospital subsidiaries, while the first- and second-lien secured notes are secured by the capital stock of the operating subsidiaries, making the notes structurally subordinate to the ABL facility with respect to the accounts receivable collateral. Fitch assumes that Tenet would draw the full amount available on the ABL facility in a bankruptcy scenario, and includes that amount in the claims waterfall. ISSUER PROFILE Tenet Healthcare is a publicly traded healthcare provider that focuses on general acute care hospitals and ambulatory surgery centers located in the United States. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has removed the effects of certain portions of the CARES Act from operating EBITDA and changes in working capital in 2020 that were deemed to be non-recurring (i.e. grant monies) or temporary (i.e. accelerated Medicare payments, deferred payroll taxes) and reallocated to non-recurring lines. ESG CONSIDERATIONS Tenet has an ESG Relevance Score of '4' for Exposure to Social Impacts due to societal and regulatory pressures to constrain growth in healthcare spending in the U.S. This dynamic has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. TEXAS TAXI: Seeks to Hire Fuqua & Associates as Legal Counsel ------------------------------------------------------------- Texas Taxi, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for Southern District of Texas to hire Fuqua & Associates, P.C. as their legal counsel. The firm's services will include: a. advising the Debtors regarding their powers and duties in the continued operation of their business and management of their property; b. preparing pleadings; c. negotiating and filing a potential plan of arrangement; and d. other necessary legal services in connection with the Debtors' Chapter 11 cases. The firm will be paid at these rates: Attorneys $600 per hour Associates $300 per hour Legal Assistants $95 - $105 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. Richard Fuqua, Esq., a partner at Fuqua & Associates, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Fuqua & Associates can be reached at: Richard L. Fuqua, Esq. Fuqua & Associates, P.C. 5005 Riverway, Suite 250 Houston, TX 77056 Tel: (713) 960-0277 Fax: (713) 960-1064 Email: RLFuqua@FuquaLegal.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. TIMBER PHARMACEUTICALS: Incurs $3M Net Loss in Second Quarter ------------------------------------------------------------- Timber Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to common stockholders of $3 million on $388,819 of total revenue for the three months ended June 30, 2021, compared to a net loss attributable to common stockholders of $15.28 million on zero revenue for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss attributable to common stockholders of $4.91 million on $429,553 of total revenue compared to a net loss attributable to common stockholders of $18.83 million on $26,907 of total revenue for the same period during the prior year. As of June 30, 2021, the Company had $7.69 million in total assets, $2.90 million in total liabilities, $1.98 million in redeemable series A convertible preferred stock, and $2.80 million in total stockholders' equity. The Company has no product revenues, incurred operating losses since inception, and expects to continue to incur significant operating losses for the foreseeable future and may never become profitable. The Company had an accumulated deficit of approximately $23.1 million at June 30, 2021, and approximately $4.2 million of net cash used in operating activities for the six months ended June 30, 2021. As of June 30, 2021 the Company had $6.1 million of cash. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1504167/000155837021011092/tmbr-20210630x10q.htm About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. Timber reported a net loss of $15.12 million for the year ended Dec. 31, 2020. For the period from Feb. 26, 2019, through Dec. 31, 2019, the Company reported a net loss of $3.04 million. As of March 31, 2021, the Company had $9.77 million in total assets, $2.07 million in total liabilities, $1.94 million in redeemable series A convertible preferred stock, and $5.75 million in total stockholders' equity. Short Hills, New Jersey-based KPMG LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 23, 2021, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. TONOPAH SOLAR: Supreme Court Justices Vacate Project Books Ruling ----------------------------------------------------------------- Law360 reports that Delaware's Supreme Court has vacated a Chancery Court toss of a books and records demand filed by a former indirect investor in a billion dollar, idle solar plant in Nevada, citing bankruptcy court action that thwarted the company's appellate right, potentially affecting a different case. Chief Justice Collins J. Seitz Jr., writing for a three-justice panel on Monday, August 9, 2021, found that justice obliged vacating the lower court ruling against SolarReserve CSP Holdings LLC, based in part on the effect of a bankruptcy filing by Tonopah Solar Energy LLC on July 26, 2020. About Tonopah Solar Energy Tonopah Solar Energy, LLC owns and operates a net 110-megawatt concentrated solar energy power plant located near Tonopah in Nye County, Nevada. The power plant is also known as the Crescent Dunes Solar Energy Project, which is the first utility-scale concentrated solar power plant in the United States to be fully integrated with energy storage technology. Tonopah Solar Energy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11884) on July 30, 2020. At the time of the filing, Debtor had estimated assets of between $500 million and $1 billion and liabilities of between $100 million and $500 million. Judge Karen B. Owens oversees the case. The Debtor tapped Young, Conaway, Stargatt & Taylor LLP and Willkie Farr & Gallagher LLP as its legal counsel, Houlihan Lokey Inc. as investment banker, and Epiq Corporate Restructuring, LLC as claims agent and administrative advisor. FTI Consulting, Inc., provides turnaround management services. TRINITY AFFORDABLE: S&P Lowers Rating on Revenue Bonds to 'B+ ------------------------------------------------------------- S&P Global Ratings lowered its rating one notch to 'B+' from 'BB-' on Public Finance Authority, Wis.' series 2016A and taxable series 2016A-T multifamily housing revenue bonds, issued for Trinity Affordable Housing Corp. (TAHC), Ill.'s The Estates at Eagle's Pointe apartments project. The outlook is negative. The series 2016A and 2016A-T were issued in the par amounts of $16.79 million and $8.905 million, respectively, for a total issuance of $25.695 million. The bonds were issued pursuant to and secured by a trust indenture dated Nov. 1, 2016. Proceeds of the bonds were loaned to the borrower to finance the acquisition and rehabilitation of 583 family housing units known as The Estates at Eagle's Pointe in Peru, Ind. Proceeds were also used to fund a debt service reserve fund (DSRF) account for the bonds, sized at 12 months' maximum annual debt service (MADS), and to pay certain costs of issuance of the bonds. Interest payments on the bonds began on July 1, 2017, and are payable semiannually on each Jan. 1 and July 1. "The rating action reflects our opinion of the project's very weak coverage and liquidity, weak-to-very weak management and governance assessment, and weak market position," said S&P Global Ratings credit analyst Jessica Pabst. U-HAUL CO: Lowers Break-up Fee w/ UHI; Resolves Trustee's Objection ------------------------------------------------------------------- U-Haul Co. of West Virginia submitted an Amended Disclosure Statement in Support of Amended Plan of Reorganization dated August 10, 2021. Under the Plan, the U-Haul International, Inc. ("UHI") and the Debtor have agreed to settle UHI's $118,131,303 unsecured claim against the Debtor in exchange for a release of any "Estate Claims," that may exist against UHI as of the Effective Date. UHI's $118,131,303 unsecured claim against the Debtor is for accumulated intercompany loans to cover the Debtor's losses over the past several years, including paid in kind interest accruals. The Debtor listed the claim as disputed in its bankruptcy schedules. UHI would not agree to release its claim against the Debtor without a corresponding release of all Estate Claims by the Debtor and its Estate under the Plan. UHI's agreement to support the Debtor's reorganization efforts is governed by the Restructuring Support Agreement dated June 29, 2021 (the "RSA") entered into by and between the Debtor and UHI. After good faith, arms' length negotiations, the Debtor and UHI agreed to the terms of the Plan and executed the RSA. The Plan and the RSA set forth the terms and conditions upon which UHI agreed to support the Debtor's reorganization efforts, including submitting a $2,500,000 Stalking Horse Bid for the New Equity. Pursuant to the RSA, among other things, UHI has agreed to support the Debtor's Plan by timely voting in favor of the Plan and taking all commercially reasonable actions necessary or reasonably requested by the Debtor to facilitate the solicitation, confirmation, and consummation of the Plan. UHI also has agreed to not directly or indirectly sell or transfer any of its claims against the Debtor. As provided in the RSA, the Debtor agreed to act in good faith and use commercially reasonable efforts to support and successfully complete the solicitation of the Plan and do all things reasonably necessary and appropriate to obtain confirmation of the Plan and consummate the restructuring in accordance with the terms of the Plan and the RSA. In consideration of UHI providing a floor for the Auction, and to compensate UHI for the time, professional fees, and expenses incurred by UHI connection with the Plan and the Auction process, if UHI is not the Successful Bidder at the conclusion of the Auction, UHI shall be paid the Break-Up Fee in the amount of $75,000 on the Effective Date of the Plan. Although UHI was not required to do traditional due diligence regarding the Debtor's business operations and financial condition, UHI insisted on (and the Debtor agreed to) the Break-up Fee because UHI has and continues to incur significant professional fees and expenses in connection with the Plan, the Stalking Horse Bid and the Auction process. The original Plan provided for a $125,000 Break-up Fee and minimum bid increments of $125,000. However, to resolve the U.S. Trustee's objection to the Debtor's Disclosure Statement, UHI and the Debtor agreed to reduce the Break-up Fee to $75,000 and the minimum bid increment to $75,000, after the initial minimum overbid of $150,000. Because UHI performs all accounting functions for the Debtor, MCA also has assisted and continues to assist UHI's accounting department in connection with the preparation of monthly operating reports and responding to information requests by the U.S. Trustee, according to a footnote in the Amended Disclosure Statement. Like in the prior iteration of the Plan, Holders of Allowed Class 5 General Unsecured Claims will be paid, up to the Allowed amount of each such Claim, a pro rata share of the remaining Dividend Fund after: (i) all post-petition fees and expenses incurred by the Reorganized Debtor in the Claim administration process have been paid in full, and (ii) all Allowed Administrative Expense Claims and Allowed Priority Claims, and (iii) all Allowed Class 1 Secured Tax Claims have been paid in full. A full-text copy of the Amended Disclosure Statement dated August 10, 2021, is available at https://bit.ly/3xMNmIM from PacerMonitor.com at no charge. Counsel for Debtor: James W. Lane, Esq. Eric M. Johnson, Esq. Emily L. Ford, Esq. Flaherty Sensabaugh Bonasso, PLLC 200 Capitol Street Charelston, WV 25338 Tel: (304) 345-0200 Email: jlane@flahertylegal.com About U-Haul Co. of West Virginia St Albans, W.Va.-based U-Haul Co. of West Virginia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.W. Va. Case No. 21-20140) on June 16, 2021. At the time of the filing, the Debtor disclosed total assets of $1,056,439 and total liabilities of $118,626,327. Judge B. Mckay Mignault oversees the case. Flaherty Sensabaugh Bonasso, PLLC and Brown Edwards & Company, LLP serve as the Debtor's legal counsel and financial advisor, respectively. VALUE VILLAGE: Gets OK to Hire Harold E. Campbell as Legal Counsel ------------------------------------------------------------------ Value Village Thrift Stores, Inc. received approval from the U.S. Bankruptcy Court for the District of Arizona to employ the Law Offices of Harold E. Campbell PC as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation and management of its property; (b) resolve cash collateral and post-petition financing issues; (c) represent the Debtor in obtaining a confirmed plan of reorganization; (d) prepare legal papers; and (e) perform all other necessary legal services. The hourly rates of the firm's counsel and staff are as follows: Harold E. Campbell, Esq. $400 Paralegal $85 As disclosed in court filings, the Law Offices of Harold E. Campbell has no connection with creditors or other parties in interest in this case. The firm can be reached through: Harold E. Campbell, Esq. Law Offices of Harold E. Campbell PC 910 West McDowell Phoenix, AZ 85007 Telephone: (480) 839-4828 Facsimile: (480) 897-1461 Email: heciii@haroldcampbell.com About Value Village Thrift Stores Value Village Thrift Stores, Inc. -- http://www.valuevillageaz.com –- offers a complete line of men's, women's and children's fashions, household and miscellaneous items, TV's, computers, furniture, jewelry, shoes, and more. Value Village Thrift Stores sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 21-06112) on Aug. 6, 2021. In the petition signed by Ross O. Kloeber, III, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Paul Sala oversees the case. Harold E. Campbell, Esq., represents the Debtor as legal counsel. VERSO CORP: Creates Committee to Review $650-Mil. Takeover Bid -------------------------------------------------------------- Jacob Fisher of Dayton Business Journal reports that the board of Verso Corp. has formed a special committee to review a proposal from an activist investor that wants to acquire the company in an all-cash transaction. Established July 15, 2021 the committee includes board directors Robert K. Beckler and Nancy M. Taylor, the Miami Township-based papermaker said Friday. The committee will review and evaluate a bid from private equity firm Atlas Holdings LLC, which issued an unsolicited takeover proposal last month to acquire Verso for $20 per share, estimating Verso's enterprise value at approximately $866 million. In a July 11, 2021 letter to Verso President and CEO Randy Nebel, Atlas billed itself as "the ideal acquirer" of the company, citing its expertise in the pulp, paper and packaging sector. "Atlas seeks to unlock the full potential of our companies by patiently applying our industry expertise and operating system over the long-term," Timothy Fazio, managing director of Atlas, said in the letter. "We believe that the proposed transaction will enable your stockholders to realize the highest possible price for their shares." Atlas already owns several pulp and paper providers, including Finch Paper, Marcal Paper, Millar Western Forest Products, LSC Communications and Twin Rivers Paper Co., as well as packaging companies ASG, NPX ONE and Saxco. Under the proposal, Atlas would purchase all of Verso's 29.6 million outstanding common shares for about $592 million. The firm would retain its existing 2.7 million owned shares, valuing the bid at an estimated $646.2 million. Atlas said it intends to finance the proposed transaction with 100% equity, meaning the proposal is not contingent on any third-party financing. "Atlas has approximately $6.0 billion under management, including $3.1 billion in our most recent fund vehicle, Atlas Capital Resources IV LP," Fazio said. "We have the resources and capabilities to execute an acquisition of the Company quickly and efficiently." Atlas controls about 9.12% of Verso's aggregate voting power. The firm, along with affiliates Lapetus Capital and Blue Wolf Capital Advisors, first bought Verso shares in November 2017 — less than a year after the company emerged from Chapter 11 bankruptcy. The three firms have since been activist investors, most recently culminating in a months-long proxy battle that ended in January 2020 after Verso agreed to appoint three Atlas nominees to its board of directors. That compromise enabled Verso to subsequently sell two of its mills in a $400 million deal. Verso said there is no assurance that any negotiations or transactions between itself and Atlas will take place. The company on Friday reiterated that it does not plan to comment further on the proposal "until it is appropriate to do so or a formal agreement has been reached." Rothschild & Co. is serving as financial advisor to the special committee, and Kirkland & Ellis LLP is serving as legal counsel. Verso also reported its second-quarter earnings Friday, posting $329 million in sales and beating analysts' consensus estimates by nearly $42 million. Sales increased 23% over the prior-year quarter, buoyed largely by higher volumes, increased pulp price improvements and cost reduction initiatives. "This was a strong quarter for Verso, combining the benefits of executing a focused strategy with positive macro trends," Nebel told investors. "But we always strive to do better. Our operations continue to improve performance, focus on our core strengths and aggressively execute on our customer-centric strategy." Verso returned $59 million to shareholders for the quarter, and the company reported $246 million in available liquidity, including $117 million in cash. Trends shaping the North American coated freesheet industry are driving future opportunities, Nebel said — including a 24% reduction in market capacity versus the prior-year quarter, a 31% increase in product demand and relatively low imports. "Many of the improvements we have made, combined with favorable industry dynamics, helped drive our financial performance," he said. "Verso is starting to return to respectable margins, and we are optimistic about the future." Verso's stock (NYSE: VRS) was trading at $20.07 per share, up 2.2%, by market close Friday. In its guidance for the full year, Verso said it anticipates an increase in its cash position. The company also expects capital expenditures between $50 million and $60 million, cash taxes between $0 and $2 million and pension minimum required contributions of $25 million. As of January 2021, Verso Corp. has 125 local employees and 3,700 total. Headquartered in Miami Township, it is the ninth-largest company in the region, reporting total revenues of nearly $1.4 billion in 2020. Verso touts itself as the leading North American producer of coated papers, which are used primarily in commercial print, magazines, catalogs, high-end advertising brochures and annual reports, among other media and marketing publications. It produces a variety of products, ranging from coated freesheet and coated groundwood, to specialty papers, to inkjet and digital paper, supercalendered papers and uncoated freesheet. The company also makes and sells market kraft pulp, which is used to manufacture printing and writing paper grades and tissue products. About Verso Corporation Verso Corporation claims to be the leading North American producer of coated papers, which are used primarily in magazines, catalogs, high-end advertising brochures and annual reports, among other media and marketing publications. It employs approximately 5,200 personnel. Verso Corporation and 26 of its affiliates, including NewPage Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016. The petitions were signed by David Paterson, the president and CEO. The Debtors disclosed total assets of $2.9 billion and total debts of $3.87 million. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel, Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners L.P. as investment banker, Alvarez & Marsal North America, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 3 has appointed seven creditors of Verso Corp. and its affiliates to serve on the official committee of unsecured creditors. VILLAGES HEALTHCARE: Lender Seeks to Prohibit Cash Collateral Use ----------------------------------------------------------------- CRF Small Business Loan Company, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, to prohibit Villages Healthcare Services, LLC from using cash collateral. CRF objects to the Debtor's request to use cash collateral for a number of reasons: -- It is unclear what duration Debtor proposes for the use of cash collateral, as the Motion fails to include a time period. Given the Debtor's Motion provides for no duration sought for the use of the cash collateral, the Motion is deficient under Fed.R.Bankr.P. Rule 4001(b)(1)(B)(iii) and Local Rule 2081-1(g)(1)(A)(i). Rule 4001(b)(1)(B)(iv) requires the Debtor to insert a provision in the Motion identifying any "liens, cash payments, or other adequate protection that will be provided to each entity with an interest in the cash collateral or, if no additional adequate protection is proposed, an explanation as to why each entity's interest is adequately protected." The Motion is deficient, because it does not provide for an explanation as to why each entity's interest is adequately protected by merely providing each creditor, particularly CRF with a replacement lien. -- Rule 4001(b)(1)(B)(iv) requires the Debtor to insert a provision in the Motion identifying any "liens, cash payments, or other adequate protection that will be provided to each entity with an interest in the cash collateral or, if no additional adequate protection is proposed, an explanation as to why each entity's interest is adequately protected." The Motion is deficient, because it does not provide for an explanation as to why each entity's interest is adequately protected by merely providing each creditor, particularly CRF with a replacement lien. -- The Debtor's Motion proposes to use cash collateral, secured by CRF, and provides for no adequate protection payments to CRF. The Debtor merely proposes to provide CRF with a replacement lien, with no evidence of what replacement cash collateral Debtor expects from revenue. The monthly payments required by the Note are in the amount of $23,703.92. Interest accrues at the rate of $315.35, per day. The Debtor's motion includes a budget showing projected monthly income of $119,00, and monthly expenses of $80,906. The Debtor fails to provide any explanation as to why the Debtor cannot remit monthly payments to CRF. CRF is entitled to adequate protection payments, pursuant to 11 U.S.C section 361(1). -- The Debtor's Motion does not include proposed reasonable reporting requirements or proposed consequences of default, as required under Local Rule 2081-1(g)(1)(A)(v) and (vi). -- The Debtor's Schedule D identifies five secured creditors, yet the Motion only identifies three. The Debtor provides no explanation as to why allegedly secured creditors, PIRS Capital, LLC and RAMP Financial Group (twice) are not identified in the Motion, nor why Let Freedom Ring, L.C.C., is identified in the Motion, but not Schedule D. On August 6, 2019, the Debtor made, executed, and delivered to the Lender a U.S. Small Business Administration note in the original principal amount of $2,100,000. The Note is secured, in part, by a U.S. Small Business Administration security agreement executed by Debtor and Restieri Healthcare Services, LLC, a Florida limited liability company, in favor of the Lender, dated August 6, 2019, granting to the Lender a security interest in, among other things, all equipment, fixtures, inventory, accounts, instruments, chattel paper, general intangibles, documents, and deposit accounts of the Debtor and Restieri Healthcare. The Lender perfected its security interest in the Collateral by, among other things, filing a UCC financing statement on August 16, 2019, as Filing No. 201909431549, with the Florida Secretary of State. As of July 27, 2021, there was due and owing under the Note the total amount of $1,950,979, which consists of unpaid principal in the amount of $1,918,396, accrued but unpaid interest as of July 27, 2021, of $23,249, which continues to accrue from July 27, 2021, at the present daily rate of $315, late charges of $7,170, fees and charges in the aggregate amount of $365, plus the Lender's costs, expenses, and attorneys' fees of $2,164.25. The current amount of the monthly payments due under the Note is $23,704. The Collateral pledged as security by the Debtor to CRF includes "cash collateral" consisting of accounts, instruments, documents, and deposit accounts. A copy of the motion is available at https://bit.ly/2VOwyU5 from PacerMonitor.com. About Villages Healthcare Services, LLC Villages Healthcare Services, LLC, d/b/a Central Florida Regenerative Medicine, provides regenerative therapy for joint pain and other conditions which services The Villages and Lady Lake, Florida area. The healthcare provider sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-01833) on July 27, 2021. On the Petition Date, the Debtor estimated $100,000 to $500,000 in assets and $1,000,000 to $10,000,000 in liabilities. The petition was signed by Dr. Lawrence T. Restieri, the Debtor's member manager. The Law Offices of Jason A. Burgess, LLC serves as counsel for the Debtor. CRF Small Business Loan Company, LLC, as lender, is represented by: Jonathan P. Whitney, Esq. Lutz, Bobo & Telfair, P.A. One Sarasota Tower Two North Tamiami Trail, Suite 500 Sarasota FL 34236 Tel: (941) 951-1800 Fax: (941)366-1603 Email: jwhitney@lutzbob.com VINE ENERGY: Moody's Puts B2 CFR Under Review for Upgrade --------------------------------------------------------- Moody's Investors Service placed Vine Energy Holdings LLC's (VEH) ratings on review for upgrade, including its B2 Corporate Family Rating, its B2-PD Probability of Default Rating, its B3 senior unsecured notes rating, and its Ba2 senior secured term loan rating. The review of VEH's ratings follows the announcement[1] that VEH's majority owner, Vine Energy Inc. (VEI, unrated), and Chesapeake Energy Corporation (Chesapeake, Ba3 stable) have reached an agreement in which Chesapeake will acquire VEI in a transaction funded by equity and cash. VEI shareholders will receive 0.2486 shares of Chesapeake common stock, plus $1.20 cash per share of VEI common stock, for total consideration of $15.00 per share. The acquisition, which is subject to customary closing conditions, including certain regulatory approvals, and the approval of VEI shareholders, is expected to close in the fourth quarter of 2021. Funds managed by the Blackstone Group Inc. own approximately 70% of the outstanding shares of VEI common stock and have entered into a support agreement to vote in favor of the transaction. "The potential ownership by Chesapeake is positive for Vine's creditors, given Chesapeake's stronger credit profile," commented Sreedhar Kona, Moody's Vice President -- Senior Analyst. "Additionally, the pro forma entity is expected to generate significant free cash flow." On Review for Upgrade: Issuer: Vine Energy Holdings LLC Probability of Default Rating, Placed on Review for Upgrade, currently B2-PD Corporate Family Rating, Placed on Review for Upgrade, currently B2 Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently Ba2 (LGD2) Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently B3 (LGD4) Outlook Actions: Issuer: Vine Energy Holdings LLC Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS VEH's ratings were placed on review for upgrade based on the company's potential ownership by Chesapeake which has stronger credit profile and financial resources. If VEH's remaining notes remain outstanding and are guaranteed by Chesapeake then the ratings on the notes would be upgraded to B1, the same as Chesapeake's senior notes. If VEH notes were to remain unguaranteed by Chesapeake post acquisition but the latter provides separate audited financial statements pertaining to VEH going forward, then its ratings would likely be upgraded based on anticipated parental support. However, in the latter case, the ratings upgrade would likely be limited to one notch unless there are significant changes to VEH's stand-alone credit profile. VEH's second lien term loan rating is likely to be withdrawn if Chesapeake pays off the second lien term loan balance as management has indicated. The principal methodology used in these ratings was Independent Exploration and Production published in August 2021. Headquartered in Plano, Texas, Vine Energy Holdings LLC is a natural gas-focused private independent exploration and production company majority owned by Vine Energy Inc. (VEI). VEI is a publicly listed company formed in 2021 and majority owned by its private equity sponsor, The Blackstone Group L.P. WASATCH CO: Case Summary & 4 Unsecured Creditors ------------------------------------------------ Debtor: Wasatch Co. 11000 Wright Road Lynwood, CA 90262 Business Description: Wasatch Co. is a wholesaler of t-shirts and towels. Chapter 11 Petition Date: August 12, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-16429 Debtor's Counsel: Leslie Cohen, Esq. J'aime Williams Kerper, Esq. LESLIE COHEN LAW PC 506 Santa Monica Blvd. Suite 200 Santa Monica, CA 90401 Tel: 310-394-5900 Fax: 310-394-9280 Email: leslie@lesliecohenlaw.com jaime@lesliecohenlaw.com Total Assets as of August 12, 2021: $3,904,413 Total Liabilities as of August 12, 2021: $10,329 The petition was signed by Abdul Wahab as president. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZNXESLA/Wasatch_Co__cacbke-21-16429__0001.0.pdf?mcid=tGE4TAMA WASHINGTON PRIME: Equity Committee Taps Brown Rudnick as Counsel ---------------------------------------------------------------- The official committee of equity security holders appointed in the Chapter 11 cases of Washington Prime Group Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Brown Rudnick, LLP as co-counsel with Porter Hedges, LLP. Brown Rudnick will render these legal services: (a) assist and advise the committee in its discussions with the Debtors and other parties-in-interest regarding the overall administration of these cases; (b) represent the committee at hearings to be held before this court and communicate with the committee regarding the matters heard and the issues raised as well as the decisions and considerations of this court; (c) assist and advise the committee in its examination and analysis of the conduct of the Debtors' affairs; (d) review and analyze pleadings, orders, schedules, and other documents filed and to be filed with this court by interested parties in these cases; advise the committee as to the necessity, propriety, and impact of the foregoing upon these cases; and consent or object to pleadings or orders on behalf of the committee, as appropriate; (e) assist the committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the committee; (f) confer with the professionals retained by the Debtors and other parties-in-interest; (g) coordinate the receipt and dissemination of information prepared by and received from the Debtors' professionals, professionals engaged by the committee or other parties-in-interest in these cases; (h) participate in such examinations of the Debtors and other witnesses as may be necessary in order to analyze and determine, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, or whether causes of action exist on behalf of the Debtors' estates; (i) negotiate and, if necessary or advisable, formulate a plan of reorganization for the Debtors; and (j) perform such other necessary services for the committee. The hourly rates of the firm's attorneys and staff are as follows: Partners/Counsel $680 - $1,700 Associates $510 - $940 Paralegals $375 - $465 Other Staff $280 - $400 In addition, Brown Rudnick will seek reimbursement for expenses incurred. Brown Rudnick provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Brown Rudnick has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: None of Brown Rudnick's professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case. 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 post-petition, explain the difference and the reasons for the difference. Response: Brown Rudnick has not represented the committee in the 12 months preceding the petition date. Robert Stark, Esq., a member of Brown Rudnick, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert J. Stark, Esq. Brown Rudnick LLP Seven Times Square New York, NY 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801 Email: rstark@brownrudnick.com 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. Judge Marvin Isgur oversees the cases. 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 and FTI Consulting, Inc. serve as the committee's legal counsel and financial advisor, respectively. 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. WING DINGERS: Has Emergency Access to Cash Collateral Thru Sept. 2 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Texas has authorized Wing Dingers Texas, LLC to use cash collateral in accordance with the budget through September 2, 2021, the date of the final hearing. Merchant Capital, Hi Bar Capital, Reserve Capital Management, and the Small Business Administration assert an interest in the cash collateral. The Debtor requires the use of cash collateral to avoid immediate and irreparable harm to the estate. The Debtor is permitted to use cash collateral to pay expenses of the estate for any budgeted item that is due and payable before the final hearing date solely up to the amounts, at the times, and for the purposes identified in the Interim Budget. The authorization to use Cash Collateral will automatically terminate upon the earlier of (i) relief from stay is obtained with respect to the Collateral, (ii) the case is dismissed, (iii) the case is converted to one under Chapter 7, or (iv) a payment is made which is not authorized by this Order or otherwise consented to in writing by the Lenders. The Debtor may seek to obtain Court approval for any payment in excess of a particular category in the Interim Budget or in a category not authorized in the Interim Budget. As adequate protection for the Debtor's use of cash collateral, the Lenders are granted replacement liens, solely to the extent of each Lender's actual interest in any cash collateral and any diminution in each Lender's respective position as a result of the Debtor's use of cash collateral in the Interim Period, upon: (i) all assets in which a validly perfected lien existed in favor of each Lender as of the Petition Date; (ii) all property acquired by the Debtor in the Interim Period that is of the exact nature, kind, or character as each Lender's pre-petition collateral; and (iii) all cash and receivables attributable to each Lender's pre-petition collateral. The replacement liens will not encompass any avoidance action available to, and recoverable by, the Debtor's bankruptcy estate. The Debtor is also directed to deposit in its operating account (or DIP account as soon as access to the DIP account is available) all monies and revenues generated from the operation of its business and shall make all expenditures from that account. A copy of the order and the Debtor's operating budget until September 2 is available for free at https://bit.ly/3jGU9Pa from PacerMonitor.com. The Debtor projects $340,000 in revenues. About Wing Dingers Texas, LLC Wing Dingers Texas, LLC, owner and operator of three restaurants, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 21-60327) on August 5, 2021. The Debtor estimated up to $50,000 in assets and $1,000,000 to $10,000,000 in liabilities in its petition, signed by Christopher Fischer, as sole member. Eric A. Liepins, P.C. is the Debtor's counsel. Judge Joshua P. Searcy oversees the case. WP REALTY: Seeks to Hire Newmark & Company Real Estate as Broker ---------------------------------------------------------------- WP Realty Acquisition III, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Newmark & Company Real Estate, Inc. as its broker. The Debtor needs the assistance of a broker to market and sell at public auction its real property located at 115-117 Cedar Street, New Rochelle, N.Y. Newmark will receive a commission of 3 percent of the property's sale price. However, if the property will be sold to SJM Partners, Inc., a proposed stalking horse, Newmark will be paid a flat payment of $50,000, plus reimbursement of expenses. The firm can be reached at: Newmark & Company Real Estate, Inc. 125 Park Avenue New York, NY 10017 Telephone: (212) 372-2000 About WP Realty Acquisition III WP Realty Acquisition III LLC is engaged in activities related to real estate. It owns a property located in New Rochelle, New York having a current value of $4.1 million (estimated without development). WP Realty Acquisition III filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-23038) on Sept. 11, 2020. The Debtor disclosed $4,177,531 in total assets and total liabilities $4,674,589. Judge Sean H. Lane oversees the case. Goldberg Weprin Finkel Goldstein LLP, led by Kevin J. Nash, is the Debtor's legal counsel. YACHT CLUB: Trustee Seeks to Hire Roger Wrestler as Accountant -------------------------------------------------------------- Norman Rouse, the Sub Chapter V trustee appointed in the Chapter 11 case of Yacht Club Vacation Owners Association, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Roger Wrestler, a certified public accountant at Hardy, Wrestler & Associates PC. The Debtor needs the assistance of an accountant to process and file possible federal or state tax returns. Mr. Wrestler will be billed at his hourly rate of $240. Mr. Wrestler disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Roger Wrestler, CPA Hardy, Wrestler & Associates PC 2430 S. Jackson Avenue Joplin, MO 64804 Telephone: (417) 782-4919 Facsimile: (417) 623-8400 About Yacht Club Vacation Owners Association Yacht Club Vacation Owners Association, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 20-41555) on Aug. 28, 2020, listing under $1 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. The Debtor tapped Daniel D. Doyle, Esq., at Lashly & Baer, P.C., Attorneys at Law, as legal counsel and Roger Wrestler, CPA, at Hardy, Wrestler & Associates PC as accountant. ZAYAT STABLES: Owner's Bankruptcy Lawyers Will Stay Until Oct. 2021 ------------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that the lawyers for the bankrupt owner of Triple Crown winner American Pharoah, Zayat Stables, can ditch their client for not paying his legal bills only after there's more progress in the highly contentious Chapter 7 case, a judge ruled. Attorneys at Rabinowitz, Lubetkin & Tully, LLC must represent thoroughbred horse owner Ahmed Zayat until Oct. 11 despite Zayat's mounting legal tab of more than $360,000, Judge Vincent Papalia of the U.S. Bankruptcy Court for the District of New Jersey ruled during a virtual hearing Tuesday, August 10, 2021. Attorney Jay Lubetkin argued that his firm has dedicated considerable time and resources representing Zayat without adequate compensation. About Zayat Stables Headquartered in Hackensack, New Jersey, Zayat Stables owned 203 thoroughbred horses. The horses, which are collateral for the bank loan, are worth $37 million, according to an appraisal mentioned in a court paper. Ahmed Zayat said in a court filing that he personally invested $40 million in the business. The Company filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 10-13130) on Feb. 3, 2010. The Company estimated $10 million to $50 million in assets and the same range of liabilities as of the bankruptcy filing. The Debtor tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as bankruptcy counsel. Ahmed A. Zayat, the owner of the Triple Crown-winning horse American Pharoah, filed for personal bankruptcy protection (Bankr. D.N.J. 20-20387) on Sept. 8, 2020, seeking to discharge more than $19 million of debts. He disclosed $1.9 million in assets and $19.4 million in liabilities in the bankruptcy petition. Zayat's stables were listed as insolvent, according to a Bloomberg report. [*] Real Consequences of Bankruptcy Changes for Tort Claimants -------------------------------------------------------------- Kyle F. Arendsen and Peter R. Morrison of Squire Patton Boggs (US) LLP wrote an article on The National Law Review titled "Congress Proposes Significant Bankruptcy Code Changes to Protect Tort Claimants and Creditors, But What are the Real Consequences?" Two controversial mechanisms are available in many circuits to assist parties in a chapter 11 case to reach a global resolution and obtain plan confirmation: non-consensual third-party releases and preliminary stays against third-party litigation. On July 28, 2021, the House Committee on the Judiciary Subcommittee on Antitrust, Commercial and Administrative Law announced proposed legislation, the Nondebtor Release Prohibition Act of 2021 ("NRPA"), which would largely prohibit the use of nonconsensual third-party releases. Testimony given before the House Committee discussed how plans of reorganization proposed in Purdue Pharma, USA Gymnastics, Boy Scouts of America, and various Christian diocese bankruptcy cases contain such releases and how these releases could negatively impact tort claimants who are victims of egregious acts. The NRPA would: (i) prohibit chapter 11 plans from containing nonconsensual third-party releases; (ii) limit the duration of injunctions precluding the initiation or continuation of lawsuits against non-debtors to 90 days after the petition date; and (iii) permit the dismissal of a case commenced by a debtor that was formed through a divisional merger (i.e., separation of a company’s liabilities and assets) within 10 years of the petition date. Although the intent of the NRPA to protect tort claimants is understandable, the means by which the NRPA seeks to effectuate this end diminishes the equitable powers that have served bankruptcy courts, debtors, and their stakeholders well in many complex and difficult cases. Addition of Section 113 – Third-Party Releases and Section 105(a) Injunctions In certain circuits, non-consensual third-party releases may be included in a chapter 11 plan to release affiliated non-debtor parties from prepetition liability by the debtors and unaffiliated third-parties. These third-party releases can be critical to a debtor's reorganization because they constitute consideration for the released party making a substantial economic contribution for the benefit of creditors. The NRPA proposes to add a new section 113 to the Bankruptcy Code, pursuant to which the court will not be permitted to discharge, release, terminate or modify a third-party's claim or cause of action against a non-debtor, whether pursuant to a plan or otherwise. A debtor may also seek an injunction, principally under section 105(a) of the Bankruptcy Code, to stay lawsuits against non-debtors, for instance lawsuits brought against the debtor's directors and officers. The NRPA limits a debtor's ability to enjoin such lawsuits against non-debtors to 90 days in duration. Any extension beyond 90 days is conditioned upon the "express consent" of the third‑party being enjoined. Proponents of the NRPA contend that such injunctions greatly interfere with the rights of third-parties, while debtors argue that the protected non-debtors are essential to the debtor's ability to reorganize and that the litigation claims would interfere with the debtor’s reorganization efforts. Amendment to Section 1112 – Divisional Merger Entities The NRPA also proposes to amend section 1112 of the Bankruptcy Code to address divisional mergers, which involves one entity dividing into multiple entities and allocating its assets, liabilities, and obligations among the new entities. Under the NRPA, upon a request of a party in interest, proposed section 1112(f) would require the court to dismiss a chapter 11 case if the debtor or a predecessor of the debtor was formed as part of a divisional merger or equivalent transaction within the past 10 years before the bankruptcy was filed. Analysis Non-consensual third-party releases and the section 105(a) stay of non-debtor lawsuits are critical tools that have allowed debtors to resolve complex cases and maximize value for their stakeholders by avoiding liquidation and costly and drawn-out litigation. Critically, the use of these releases and injunctions is not ubiquitous and those courts that allow them appropriately have set a high bar for approval. Circuit courts are split regarding whether a non-consensual third-party release is permissible in a chapter 11 plan. Although the Second, Third, Fourth, Sixth, Seventh, and Eleventh Circuits permit such releases, the Fifth, Ninth, and Tenth Circuits prohibit these releases. In those circuits that permit these releases, a debtor must meet a high burden and the courts will consider: (i) the identity of interests between the debtor and the non-debtor (e.g., indemnification obligation owed by the debtor); (ii) if the non-debtor has contributed substantial assets in the bankruptcy case; (iii) if the third-party release is necessary for the reorganization; (iv) if creditors have overwhelming accepted the debtor's plan; and (v) if the bankruptcy court's record of factual findings support the third-party release. Debtors may be able to satisfy these requirements if the non-debtor's contribution was a key component to the reorganization and supported by the vast majority of creditors. Furthermore, although limiting the time in which a debtor can enjoin lawsuits against non-debtors may seem equitable, such limits may interfere with a debtor's ability to successfully reorganize, especially in complex cases, while non-debtors direct their attention and resources to their own litigation. The NRPA would eliminate a bankruptcy court's discretion to grant non-consensual third-party releases and enjoin lawsuits against certain non-debtors for longer than 90 days. The NRPA presumes that litigation against non-debtors should be protected at all costs and not be restricted from being commenced or continued during the debtor’s bankruptcy case. Yet, the NRPA ignores the possibility that in some cases a respite from litigation and an eventual third-party release can be in the interest of creditors and could even have overwhelming creditor support. While the NRPA may be an expected political response in light of recent high profile cases, and perhaps reform is needed, the NRPA may ultimately harm tort claimants and impair recoveries to creditors generally. The NRPA could discourage settlement options between holdout creditors, the debtor, and non-debtors who otherwise would contribute substantial resources, which would result in reducing funds for creditor recoveries and likely forcing liquidations of companies that might have otherwise reorganized. It seems that bankruptcy courts and judges are best suited to determine whether lawsuits against non-debtors should be enjoined while the parties negotiate and if a third-party release in a debtor's plan is appropriate. Finally, prohibiting a debtor from filing for bankruptcy that was formed as a product of a divisional merger, without consideration of any other relevant factors such as the existence of fraudulent transfers or harm to third-parties, likely will deny companies in need from seeking legitimate relief under the Bankruptcy Code. In fact, companies may execute these transactions for a variety of reasons, including to avoid certain transfer restrictions in contracts or to provide a degree of successor liability protection under state law. Instead of relying on this broad prohibition, federal and state fraudulent transfer statutes are available to address scenarios where divisional mergers are abusive. This appears to be a solution searching for a problem. We will continue to monitor NRPA developments and will provide updates as the proposed legislation progresses through Congress. [*] Sept. 14 Auction Set for Hans Christian Christina 52' Sailboat ------------------------------------------------------------------ West Auctions (www.WestAuction.com) on August 11, 2021, disclosed that, by order of the US Bankruptcy Court, it would be conducting an online auction for a 1998 Hans Christian Christina 52' Sailboat. Online bidding starts Tuesday, Sept. 14, 2021, and will conclude on Thursday, Sept. 16, 2021, at 10:00 a.m. (PT). This online auction will have a soft close. For more information, online bidding, 200+ photo gallery, and video of the sailboat, please visit www.WestAuction.com. West Auction's Marketing and Business Director, Jotham King, said, "This Hans Christian Christina 52' is one of 10 built, making it a truly rare vessel. For the intelligent yachtsman, she will be more than just a sailboat, she will be part of their legacy." Hans Christian Yachts commissioned renowned trailblazing yacht architect Doug Peterson to design this Hans Christian Christina 52' Sailboat. Doug Peterson is famously known for Peterson 44 and Fermosa 46. Doug Peterson was inducted into America's Cup Hall of Fame as one of the designers from Team New Zealand's revolutionary yacht Black Magic (NZL 32). Doug Peterson created this beautiful Hans Christian Christina 52' Sailboat based on the concept of quality, comfort, and performance. Unlike other traditional Hans Christians, this is a fast cruising sailboat. Additionally, this sailboat boasts high-quality construction all the way from its exterior composition to its teakwood interior. This sailboat accommodates a three stateroom aft cockpit layout that will sleep six comfortably. The interior features rich teakwood, high-quality holly flooring, and craftsmanship you would expect from a Hans Christian yacht. Aft are port and starboard private staterooms in quarter cabins. The forward stateroom features a large V-berth. The salon is spacious, open, and bright. Dorade vents, multiple opening hatches and ports provide excellent ventilation. The engine is in the center of the salon under a large seating area on the centerline. The dinette is large, with a beautiful teak table and seating on both sides. Aft of the dinette on the port side is the galley. Galley storage is generous and includes separate refrigerator and freezer compartments. This vessel has every conceivable option including a bow thruster, generator, and air conditioning. Online research indicates this vessel was first sold in 2003 by a Southern California dealer and has a wing keel (to be verified) and Rondal electric in-mast mainsail furling. Probably the only aft cockpit wing keel version of this model ever built. The interior is a work of art using teak and workmanship that is no longer available. Online Auction Details: Online Bidding Starts:Tuesday, Sept. 14, 2021. Online Bidding Ends: Thursday, Sept. 16, 2021, starting at 10:00 a.m. (PT). Location:Rio Vista, CA 94571 Website: www.WestAuction.com Contact Information: West Auctions (530) 661-0490 www.WestAuction.com [*] U.S. Oil and Gas Bankruptcies Declined as Crude Recovers ------------------------------------------------------------ Paul Takahashi of Houston Chronicle reports fewer oil and gas companies filed for bankruptcy in the second quarter as demand increased and crude prices climbed to past $70 a barrel. Four exploration and production companies and eight oil-field service companies in North America filed for Chapter 11 bankruptcy from April to June 2021, according to Haynes and Boone, a Dallas-based law firm tracking bankruptcies in the industry. There were 13 bankruptcies in the first quarter this year and 23 in the fourth quarter of 2020. Of the 12 bankruptcies in the second quarter, seven were filed in Texas courts. Companies that filed for bankruptcy protection last quarter include OFS International, Dorchester Resources and Anglo-Dutch Energy. Oil and gas companies have been hit hard by the coronavirus pandemic, which slashed global demand for crude products such as gasoline and jet fuel. Unlike past downturns, oil and gas companies have been under increased financial pressure after many investors pulled out of the sector in 2018 after years of disappointing performance. Several energy companies said they were forced to file for bankruptcy after lenders pulled credit lines as revenue dried up. Forty-six exploration and production companies and 61 oil-field service companies declared bankruptcy in 2020, according to Haynes and Boone. The 107 oil and gas bankruptcies last year were the most since 142 during the oil bust of 2014-16. Bankruptcy filings are slowing as crude prices have climbed in recent months, hitting $75 a barrel last month — higher than pre-pandemic levels. West Texas Intermediate, the U.S. crude benchmark, settled at $68.29, up $1.81, on Tuesday. The U.S. rig count, a leading indicator of the nation's oil and gas production, has climbed by nearly 250 rigs to 491 after hitting a low of 244 last August 2021. Companies have added back 14,200 of the 81,500 exploration, drilling and production jobs lost last 2020 during the pandemic. During the second quarter, oil and gas companies brought $231.3 million of debt to bankruptcy court. There were no producers with billion-dollar bankruptcies during the quarter, which has not happened since 2018, Haynes and Boone said. Since 2015, there have been 266 oil and gas producer bankruptcies and 306 oil-field service and transportation bankruptcies. Together, these oil and gas companies have brought more than $294 billion of debt to court. During 2020 alone, more than $98 billion was brought to court, compared with $70.3 billion during the previous oil bust, Haynes and Boone said. [^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS ------------------------------------------ Authors: Teresa A. Sullivan, Elizabeth Warren, & Jay Westbrook Publisher: Beard Books Softcover: 370 Pages List Price: $34.95 Review by: Susan Pannell Order your personal copy today at http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.html So you think you know the profile of the average consumer debtor: either deadbeat slouched on a sagging sofa with a three- day growth on his chin or a crafty lower-middle class type opting for bankruptcy to avoid both poverty and responsible debt repayment. Except that it might be a single or divorced female who's the one most likely to file for personal bankruptcy protection, and her petition might be the last stage of a continuum of crises that began with her job loss or divorce. Moreover, the dilemma might be attributable in part to consumer credit industry that has increased its profitability by relaxing its standards and extending credit to almost anyone who can scribble his or her name on an application. Such are among the unexpected findings in this painstaking study of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas during the seven-year period from 1981 to 1987. Rather than relying on case counts or gross data collected for a court's administrative records, as has been done elsewhere, the authors use data contained in the actual petitions. In so doing, they offer a unique window into debtors' lives. The authors conclude that people who file for bankruptcy are, as a rule, neither impoverished families nor wily manipulators of the system. Instead, debtors are a cross-section of America. If one demographic segment can be isolated as particularly debt- prone, it would be women householders, whom the authors found often live on the edge of financial disaster. Very few debtors (3.7 percent in the study) were repeat filers who might be viewed as abusing the system, and most (70 percent in the study) of Chapter 13 cases fail and become Chapter 7s. Accordingly, the authors conclude that the economic model of behavior--which assumes a petitioner is a "calculating maximizer" in his in his decision to seek bankruptcy protection and his selection of chapter to file under, a profile routinely used to justify changes in the law--is at variance with the actual debtor profile derived from this study. A few stereotypes about debtors are, however, borne out. It is less than surprising to learn, for example, that most debtors are simply not as well-off as the average American or that while bankrupt's mortgage debts are about average, their consumer debts are off the charts. Petitioners seem particularly susceptible to the siren song of credit card companies. In the study sample, creditors were found to have made between 27 percent and 36 percent of their loans to debtors with incomes below $12,500 (although the loans might have been made before the debtors' income dropped so low). Of course, the vigor with which consumer credit lenders pursue their goal of maximizing profits has a corresponding impact on the number of bankruptcy filings. The book won the ABA's 1990 Silver Gavel Award. A special 1999 update by the authors is included exclusively in the Beard Book reprint edition. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***