/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210914.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, September 14, 2021, Vol. 25, No. 256 Headlines 121 LANGDON STREET: Files Amendment to Disclosure Statement 17062 COMUNIDAD: U.S. Trustee Unable to Appoint Committee 203 HARRISON STREET: Creditors to Get Proceeds From Liquidation 466 THACKERAY: To Pay Creditors from Refinancing Proceeds A THUMBS UP INC: Seeks to Hire Tydings & Rosenberg as Legal Counsel ACADEMIR CHARTER: Moody's Rates New $13.6MM Education Bonds 'Ba2' ADVANCED ENVIRONMENTAL: Gregory Jones Appointed Ch.11 Trustee AGEX THERAPEUTICS: Incurs $2.5 Million Net Loss in Second Quarter AINSWORTH TRUCK: Unsecureds to Get Nothing in Amended Plan AMERICAN AXLE: Egan-Jones Keeps B- Senior Unsecured Ratings ARTS FOR A CAUSE: U.S. Trustee Unable to Appoint Committee ASHFORD HOSPITALITY: Egan-Jones Hikes Sr. Unsecured Ratings to CCC AVADIM HEALTH: Files Liquidation Plan under New Corporate Name AVIANCA HOLDINGS: Plan Yields 1% Recovery to Unsecured Creditors BARFLY VENTURES: HopCat's New Owners Seek New Locations BIZGISTICS INC: Case Summary & 20 Largest Unsecured Creditors BLACKSTONE DEVELOPERS: Creditor Weary About Debtor's 'Promises' BOART LONGYEAR: Moody's Lowers CFR to C & Alters Outlook to Stable CABOT OIL: Egan-Jones Keeps BB+ Senior Unsecured Ratings CAESARS ENTERTAINMENT: Moody's Rates New $1BB Unsecured Notes Caa1 CAESARS ENTERTAINMENT: S&P Rates New Senior Unsecured Notes 'CCC+' CARBONLITE HOLDINGS: Liquidating Plan Confirmed by Judge CARBONLITE: Force Ten Touts Successful Restructuring of Business CARRIAGE PURCHASER: Moody's Gives B2 CFR, Rates New $385MM Loan B1 CBAC BORROWER: S&P Upgrades ICR to 'B-', Outlook Stable CBD COLONY STREET: Taps Auction Advisors to Sell Meriden Properties CEDAR FAIR: Egan-Jones Keeps CCC Senior Unsecured Ratings CHENIERE ENERGY: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable CLEAN ENERGY: Enters Into Note Purchase Agreement with Geneva Roth CMC II: PCO Updates Court on Governor's Creek Facility COLT MORTGAGE 2021-3: Fitch Assigns B Rating on B2 Certs COLUMBUS MCKINNON: Egan-Jones Keeps BB- Senior Unsecured Ratings CRECHALE PROPERTIES: Nov. 4 Hearing on Disclosure Statement CSG SYSTEMS: Egan-Jones Keeps BB Senior Unsecured Ratings CYPRUS MINES: Plan Exclusivity Extended Until December 8 DAME CONTRACTING: Case Summary & 18 Unsecured Creditors DEA BROTHERS: Unsecureds Will Get 5%; Disclosure Hearing Oct. 21 DIEBOLD NIXDORF: Egan-Jones Keeps CCC Senior Unsecured Ratings DR. PROCTOR & ASSOCIATES: Taps Massey Financial as Accountant EBIX INC: Egan-Jones Keeps BB Senior Unsecured Ratings ECOARK HOLDINGS: Unit Signs LOI to Develop Data Center in Texas ELITE AEROSPACE: Case Summary & 20 Largest Unsecured Creditors EQUIVALENT FINANCIAL: U.S. Bank Seeks Specific Payment Terms ETC SUNOCO: Egan-Jones Keeps BB- Senior Unsecured Ratings FOOT LOCKER: Egan-Jones Keeps BB+ Senior Unsecured Ratings FORD MOTOR: Egan-Jones Keeps B Senior Unsecured Ratings GALLERIA OF ST. MATTHEWS: Wins Sept. 22 Plan Exclusivity Period GDC TECHNICS: Updates Plan to Include Boeing Claims Pay Details GENERAL CANNABIS: Appoints Jessica Bast as Chief Financial Officer GENERAL CANNABIS: Incurs $1.4 Million Net Loss in Second Quarter GLATFELTER CORP: Egan-Jones Keeps BB Senior Unsecured Ratings GORHAM PAPER: Unsecureds to Recover 2% to 5% in Liquidating Plan GRUPO AEROMEXICO: Delivers Final Valuation Materials GULF COAST SPECIALTIES: Case Summary & 4 Unsecured Creditors HEARTWISE INC: Ordered to Revise Plan & Disclosures by Sept. 22 HERBALIFE NUTRITION: Egan-Jones Keeps BB- Senior Unsecured Ratings HERTZ GLOBAL: In Search for New CEO After Bankruptcy Exit HILLENBRAND INC: Egan-Jones Keeps BB Senior Unsecured Ratings HOLLEY PURCHASER: S&P Ups ICR to 'B' on Deleveraging After Merger HOOD LANDSCAPING: Complains Over 'Missing' Collateral in Plan HOOD LANDSCAPING: Must Fairly Disclose New Supply Deal, Bank Says HOTEL OXYGEN: Oct. 28 Plan Confirmation Hearing Set HUMANIGEN INC: FDA Declines EUA for Lenzilumab as COVID Treatment ICAN BENEFIT: Disclosure Statement Hearing Set for Sept. 28 IDEANOMICS INC: Increases Chief Revenue Officer's Salary to $450K IMAGEWARE SYSTEMS: James Sight Quits as Director INDIGO NATURAL: Moody's Withdraws CFR on Southwestern Energy Deal J.JILL INC: Incurs $24.7 Million Net Loss in Second Quarter JOHN DAUGHERTY: Plan & Disclosure Hearing Continued to Sept. 28 KADMON HOLDINGS: Signs $1.9 Billion Merger Agreement With Sanofi KATERRA INC: Asks Court to Extend Plan Exclusivity Thru Dec. 3 KLX ENERGY: Incurs $25 Million Net Loss in Second Quarter KOSMOS ENERGY: FMR LLC, Abigail Johnson Report 9.6% Equity Stake KRATON CORP: S&P Raises ICR to 'BB-' on Improved Operating Results L O RANCH: Non-insider Unsecureds Will Get 100% of Claims LIMETREE BAY: Asks Court for Additional Time to Woo Buyer MARRIOTT INTERNATIONAL: Egan-Jones Keeps BB Sr. Unsecured Ratings MARS BORROWER: Moody's Assigns First Time B2 Corp. Family Rating MARS INTERMEDIATE: S&P Assigns 'B' ICR on Merger, Outlook Stable MDVE12 LLC: Case Summary & 6 Unsecured Creditors MGM RESORTS: Egan-Jones Keeps CCC+ Senior Unsecured Ratings MOVIMIENTO PENTECOSTAL: Taps Almeida & Davila as Bankruptcy Counsel N.G. PURVIS: Court Extends Plan Exclusivity Until November 2 N.G. PURVIS: Plan Contemplates Phase Out of Hog Production NET ELEMENT: Gets $4.7M From Exchange Transactions With Esousa NEWPARK RESOURCES: Egan-Jones Keeps B- Senior Unsecured Ratings NORTH PIER OCEAN: Bankr. Administrator Unable to Appoint Committee NORTHERN OIL: Angelo Gordon, et al., Report 7.18% Equity Stake NORTHSTAR: SSEK Represents Investors in $500K Arbitration Claim ONEOK INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings P8H INC: Skaterschikov Denies Voting Control Acquired by FBAG PACTIV EVERGREEN: Moody's Affirms B2 CFR, Rates New $800MM Loan B1 PACTIV EVERGREEN: S&P Affirms 'B+' ICR, Outlook Stable PGT INNOVATIONS: Moody's Rates New $515MM Unsecured Notes 'B2' PGT INNOVATIONS: S&P Rates $120MMM Incremental Term Loan A 'BB' PHILIPPINE AIRLINES: Bankruptcy Court Approves First Day Motions PHILLIPS 66: Egan-Jones Keeps BB+ Senior Unsecured Ratings PLAINS ALL: Egan-Jones Keeps BB+ Senior Unsecured Ratings PNM RESOURCES: Egan-Jones Keeps BB+ Senior Unsecured Ratings PROMETRIC HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B-' ICR PROS HOLDINGS: Egan-Jones Keeps CCC Senior Unsecured Ratings PROSPECT-WOODWARD HOME: Seeks to Tap OnePoint Partners, Appoint CRO PROSPECT-WOODWARD HOME: Taps Donlin as Administrative Agent PROSPECT-WOODWARD HOME: Taps Grandbridge as Real Estate Broker PROSPECT-WOODWARD HOME: Taps Polsinelli as Bankruptcy Counsel PROSPECT-WOODWARD HOME: Taps SilverBloom as Financial Consultant PROSPECT-WOODWARD HOME: U.S. Trustee Appoints Creditors' Committee RALPH LAUREN: Egan-Jones Keeps BB Senior Unsecured Ratings RENNOVA HEALTH: Signs $1M Stock Purchase Agreement With Investors RENT-A-CENTER INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings RENT-A-CENTER INC: Moody's Ups CFR & Sr. Secured Term Loan to Ba2 RESOURCES LIMITED: Tax Department Says Plan Not Filed in Good Faith RICKENBAKER GIN INC: Seeks to Hire Moore Bradley as Legal Counsel ROMANS HOUSE: Ombudsman Reports on Tandy Village Facility ROMANS HOUSE: Ombudsman Reports on Vincent Victoria Facility SHENANDOAH TELECOM: Egan-Jones Keeps BB- Senior Unsecured Ratings SM ENERGY: Egan-Jones Keeps CCC- Senior Unsecured Ratings SPECTRUM BRANDS: S&P Places 'B' ICR on CreditWatch Positive ST. CROIX CUSTOM: Seeks to Hire Lane Law Firm as Legal Counsel TC ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to BB+ TITAN INTERNATIONAL: Egan-Jones Keeps CCC- Sr. Unsecured Ratings TRAXIUM LLC: Increases Creditor Fund to $3.3M in Revised Plan TRI-WIRE ENGINEERING: Case Summary & 20 Top Unsecured Creditors TUPPERWARE BRANDS: Egan-Jones Keeps B+ Senior Unsecured Ratings U.S. ANESTHESIA: S&P Rates New $350MM Second-Lien Term Loan 'CCC+' U.S. SILICA: Egan-Jones Cuts Senior Unsecured Ratings to CCC UBS-BARCLAYS COMMERCIAL 2013-C6: Fitch Lowers F Certs to 'CC' UNIVERSAL REAL ESTATE: Voluntary Chapter 11 Case Summary VILLAS OF WINDMILL: Plan Confirmation Hearing Continued to Sept. 29 WASHBURN MARINE: Case Summary & 20 Largest Unsecured Creditors WATERLOO AFFORDABLE: Creditors to Get Proceeds From Liquidation WC 6TH AND RIO: Lender Objects to Disclosure Statement WC CULEBRA: Timber Culebra Says Plan Not Feasible WOLVERINE WORLD: Egan-Jones Keeps B Senior Unsecured Ratings YELLOW CORP: Egan-Jones Keeps CC Senior Unsecured Ratings YOURELO YOUR: City of Revere Says Plan Not Feasible [^] Large Companies with Insolvent Balance Sheet ********* 121 LANGDON STREET: Files Amendment to Disclosure Statement ----------------------------------------------------------- 121 Langdon Street Group, LLP, submitted an Amended Disclosure Statement describing Plan of Reorganization dated September 9, 2021. The Debtor estimates that liquidation of its assets in Chapter 7 would produce dividends for its unsecured creditors and, therefore, the Debtor's Plan of Reorganization proposes to pay its unsecured creditors in full. A copy of the liquidation analysis, as amended on the record on September 9, 2021, for the Debtor's assets is attached as Exhibit C. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 6 consists of all allowed general non-priority unsecured claims which total $108,821.80. According to the Debtor's Liquidation Analysis, general unsecured claimants shall be paid in full, with interest at the fixed rate of 3.0% per annum, amortized over 10 years in equal month payments of $1,050.79 with a balloon payment due within 7 years from the effective date. These claimants shall share a pro rata monthly distribution from this sim with the first payment to be paid within 30 days of the effective date of this Plan, and then paid on the 15th day of each month thereafter. * The Debtor's equity holders shall retain their ownership interest upon confirmation of this Plan. The Debtor's Plan of Reorganization provides for payment in full of allowed secured, priority and general unsecured claims. All proposed payments under the Plan of Reorganization shall be made monthly from the Debtor's continued management and rental of the Collegiate. The amortization of some of these obligations are proposed to be extended to provide for adequate cash flow and debt service. To effectuate the proposed Plan, the Debtor shall continue its operation in the residential rental business and parking lot rental business. The Debtor will utilize profits, revenues, income from operations, and cash on hand on the effective date. A full-text copy of the Amended Disclosure Statement dated September 9, 2021, is available at https://bit.ly/3z19u2E from PacerMonitor.com at no charge. Attorneys for Debtor: KREKELE STROTHER, S.C. Kristin J. Sederholm State Bar No. 1001895 2901 West Beltline Highway, Suite 301 Madison, WI 53713 (608)258-8555 E-mail: ksederho@ks-lawfirm.com About 121 Langdon Street Group 121 Langdon Street Group, LLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 21-10886) on April 26, 2021. At the time of filing, the Debtor disclosed up to $10 billion in both assets and liabilities. Judge Catherine J. Furay oversees the case. Krekeler Strother, S.C. is the Debtor's legal counsel. Lokre Development Company, as lender, is represented by: Eric R. Johnson, Esq. Buzza, Dreier & Johnson, LLC 2925 Post Road Stevens Point, WI 54481 Tel: (715)997-9080 Midland States Bank, as lender, is represented by: Ryan T. Carlson, Esq. R. Carlson Law Offices PO Box 1074 Brookfield, WI 53608 Tel: 262-269-8228 17062 COMUNIDAD: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of 17062 Comunidad De Avila Trust, according to court dockets. About 17062 Comunidad De Avila Trust 17062 Comunidad De Avila Trust filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-04130) on Aug. 6, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Judge Catherine Peek Mcewen oversees the case. Jake C. Blanchard, Esq., at Blanchard Law, P.A. represents the Debtor as legal counsel. 203 HARRISON STREET: Creditors to Get Proceeds From Liquidation --------------------------------------------------------------- 203 Harrison Street Limited Partnership filed with the U.S. Bankruptcy Court for the District of Nebraska a Disclosure Statement describing its Chapter 11 Plan dated September 9, 2021. The Plan shall be funded by the liquidation of all or substantially all of Debtors assets. To that end, Debtor has, pursuant to authority of this Court retained the services of Marcus & Millchap Real Estate Investment Services of Chicago to market and sell the assets of Debtor which retention expired by its terms on September 3, 2021. The Debtor is presently in the process of renegotiating the relationship with Marcus & Milchap on different terms and/ or entering into one or more additional sales and marketing agreements, all subject to approval of this Court which will specifically retain jurisdiction to do so and approve any sales arising from such efforts. Class 1 consists of the Secured claim of Gershman Investment Corp. Paid in full upon closing of sale of the Property with regular and customary payments of principal and interest until such closing. Class 2 consists of General Unsecured Claims. Payment in full upon payment of all classes enjoying priority on Effective Date or pro rata should insufficient funds exist after such prior payments. Class 3 consists of Equity Interest holders. With respect to its Equity Interests, if and to the extent that funds or other property remain after payment or other satisfaction of all claims of a higher order of priority, such remnants shall be paid or given over to this claimant. Upon Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. Debtor will, subject to the approval and supervision of the Court and UST, cause the sale of the Property. To the extent that no satisfactory offer for the Property has been received and presented to the Court, after expiration of a period of 90 days from and after entry of the Confirmation Order, any Party in Interest may petition the Court for alternative relief. As the Plan calls for the total liquidation of all assets of the Debtor and payment of all proceeds from such liquidation to the creditors of Debtor, ability to make future payments under the Plan is self defining. A full-text copy of the Disclosure Statement dated September 9, 2021, is available at https://bit.ly/2X8zoEP from PacerMonitor.com at no charge. Counsel for the Debtor: Robert Vaughan Ginn, Esq. ROBERT V. GINN, ATTORNEY 1337 South 101 Street, Suite 209 Omaha, NE 68124 Tel: (402) 398-5434 E-mail: rvginn@cox.net About 203 Harrison Street LP 203 Harrison Street Limited Partnership is primarily engaged in renting and leasing real estate properties. 203 Harrison Street LP, based in Omaha, NE, filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-81060) on July 22, 2019. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by John C. Foley, Central States Development, LLC, general partner. The Hon. Thomas L. Saladino oversees the case. The Law Office of Robert V. Ginn serves as bankruptcy counsel to the Debtor. 466 THACKERAY: To Pay Creditors from Refinancing Proceeds --------------------------------------------------------- 466 Thackeray Place Industries, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Chapter 11 Plan and Disclosure Statement dated September 3, 2021. The Debtor borrowed $112,790 from DoHardMoney.com (DHM) to purchase and renovate a Property consisting of a single family home located at 466 Thackeray Pace, Atlanta, Georgia, and will derive income from renting the Property, after construction is completed. The Debtor filed the bankruptcy case in order to stop a pending foreclosure of the Property by DHM so that the Property could be sold. The Debtor said funds for distribution under the Plan will be from a refinance loan and the Debtor's ongoing business operations. Reorganized Debtor will refinance the Property and repay DHM. If necessary, the guarantors will contribute their own funds to pay the creditors until the Property is generating sufficient income to pay the creditors. The Plan provides for all holders of allowed claims to be paid in full. The Court will determine the amount of DHM's secured claim at the hearing on September 29, 2021. DHM will be paid from the refinance based on the amount determined by the Court. The unsecured claim of Brothers Carpentry & Painting, LLC (BCP) for $75,304 on account of renovation costs on the Property is a contested claim, and will be determined by the Court at a hearing scheduled for October 13, 2021. The other unsecured claims for which proofs of claim were filed will be paid in equal monthly installments over three years with simple interest at 5%. The member will retain its interest in the Debtor. A copy of the Disclosure Statement is available for free at https://bit.ly/3yYyM14 from PacerMonitor.com. Counsel for the Debtor: Gai Lynn McCarthy, Esq. Kumar, Prabhu, Patel & Banerjee, LLC 990 Hammond Drive, Ste. 800 Atlanta, GA 30328 Telephone: (678) 678-2215 Facsimile: (678) 443-2230 E-mail: gmccarthy@kppblaw.com About 466 Thackeray Place Industries 466 Thackeray Place Industries, LLC owns a single-family home located at 466 Thackeray Pace, Atlanta, Georgia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-60498) on Jan. 7, 2020. At the time of the filing, the Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. Judge Sage M. Sigler oversees the case. Gai Lynn McCarthy, Esq., is the Debtor's legal counsel. A THUMBS UP INC: Seeks to Hire Tydings & Rosenberg as Legal Counsel ------------------------------------------------------------------- A Thumbs Up Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Tydings & Rosenberg, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: a. providing the Debtor with legal advice regarding its powers and duties, the operation of its business and management of its property; b. representing the Debtor in defense of proceedings instituted to reclaim property or to obtain relief from the automatic stay under Section 362(a) of the Bankruptcy Code; c. preparing legal papers and appearing in proceedings instituted by or against the Debtor; d. assisting the Debtor in the preparation of bankruptcy schedules, statement of financial affairs, and any amendments thereto; e. assisting in the evaluation of a possible sale of the Debtor's business and assets; f. assisting the Debtor in the preparation of a disclosure statement and plan of reorganization or liquidation; g. assisting the Debtor with all bankruptcy legal work; and h. performing all other necessary legal services. The firm's hourly rates are as follows: Partners $400 to $600 per hour Associates $275 to $300 per hour Paralegals $175 per hour Tydings & Rosenberg will also be reimbursed for out-of-pocket expenses incurred. The firm received a retainer of $8,262 from the Debtor. Joseph Selba, Esq., a partner at Tydings & Rosenberg, 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: Joseph M. Selba, Esq. Tydings & Rosenberg LLP 1 E. Pratt Street Baltimore, MD 21202 Tel: (410) 752-9700 Email: jselba@tydingslaw.com About A Thumbs Up Inc. A Thumbs Up Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 21-15591) on Aug. 31, 2021, disclosing up to $100,000 in assets and up to $500,000 in liabilities. Judge Nancy V. Alquist oversees the case. The Debtor is represented by Tydings & Rosenberg, LLP. ACADEMIR CHARTER: Moody's Rates New $13.6MM Education Bonds 'Ba2' ----------------------------------------------------------------- Moody's Investors Service has assigned a Ba2 rating to AcadeMir Charter Schools, Inc.'s D/B/A as AcadeMir Charter School West, FL (the "school") proposed approximately $13.6 million Educational Facilities Revenue Bonds (AcadeMir Charter Schools, Inc. Project), Series 2021A-2 and $545,000 Taxable Educational Facilities Revenue Bonds (AcadeMir Charter Schools, Inc. Project), Series 2021B-2. Concurrently, Moody's has affirmed the Ba2 rating on outstanding parity debt. The conduit issuer is Capital Trust Agency. Upon issuance of the series 2021A-2 & 2021B-2 revenue bonds the school will have $21.5 million in debt outstanding. The outlook is stable. RATINGS RATIONALE The assignment and affirmation of the Ba2 rating reflects the school's consistently strong academic performance and a good enrollment demand with a history of operating at or near capacity and fall 2021 enrollment in line with projections. The school's authorizer, the Miami-Dade County Public Schools District, identifies the school as a high performing charter. Favorably, the school's 15 year charter spans through 2029. With proven ability to meet enrollment targets, Moody's expects operating performance to remain steady, providing thin but adequate debt service coverage. Offsetting considerations are very high leverage, with over 20% of revenue dedicated to pro-forma debt service constraining future operating flexibility, as well as management and governance risks. The school and the borrower are in a growth mode in their life cycle, adding some execution risk. Liquidity of approximately $1.6 million provides a relatively good buffer for operations, but is limited relative to pro-forma debt. Positively, this transaction eliminates all leased facilities on the campus and results in the school having full ownership of its occupied facilities. Debt service costs are expected to reduce annual expense below the current and projected lease expense. The school has material key-person risk, both at the Board and Management Company level. The ACSW Board and the other Schools share a single board at the borrower AcadeMir Charter School Inc. level. While the board benefits from active and engaged members, it is a modestly sized board of five members, three of which have been with the school since its founding. The board can expand to seven members under the current bylaws. The board manages ACSW through a management agreement with Superior Schools, Inc. Superior Schools Inc. has individual contracts with the board providing management services for all AcadeMir Charter Schools Inc. schools. Superior Schools Inc. is a private company owned and operated by the Mir family, the founders of ACSW and Academir Charter Schools Inc., as well as the operator of a private pre-kindergarten feeder school. While Superior Schools Inc. is an independent privately held company it only provides services to AcadeMir Charter Schools Inc. The multiple linkages between the ACSW, Academir Charter Schools Inc and Superior Schools Inc add governance and management risks and will be a credit constraint. Management faces execution risk due to AcadeMir Charter Schools Inc. very high growth mode. The board strategy currently is looking to expand its system to kindergarten through grade 12 from its current grade 5 over the next several years as well as expand to nearby counties. Likewise, the board strategy is to own its facilities instead of leasing them, leading to potential additional leverage at the borrower level. The growth and ownership strategies are critical risks for the AcadeMir Charter Schools Inc. and to ACSW as covenants exist at both ACSW and borrower level. RATING OUTLOOK The stable outlook reflects Moody's expectation for steady operating performance providing sufficient debt service coverage to meet covenants and the maintenance or strengthening of the school's liquidity, as well as continuation of full enrollment levels and strong academic performance. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Greater independence between the board and the management company with successful execution of the opening of new schools Limited additional borrowing with materially improved debt service coverage Significant and sustained strengthening of liquidity and reserves providing a more material buffer for potential operating volatility and debt FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Inability to meet covenanted debt service coverage levels Declining enrollment or weakened academic performance raising charter renewal risks Increased leverage at the school, borrower, or other schools absent significant strengthening of operating performance and reserves Evidence that management and governance risks are negatively impacting the reputation or operations of the school LEGAL SECURITY The bonds of each series are secured by a gross revenue pledge of AcadeMir Charter School West and a first priority lien on its facilities. The bond covenants include standard debt service coverage requirement of 1.1x, borrower debt service coverage of 1.0x, and a liquidity test of 60 days cash on hand to be measured starting June 30, 2022. If the coverage and liquidity covenants are not met the school is required to hire a management consultant to review and make recommendations as to the operation and administration of the school. The additional bond test requires the school to have historical coverage and projected coverage ratio of 1.2x. The additional bonds test includes a provision to convert the school's final outstanding lease to ownership if it results in (1) reduced costs comparing incremental MADS to maximum payments under the lease, (2) does not cause a downgrade, and (3) a maximum of 40 year final maturity. The series 2021A-2 and 2021B-2 bonds are issued under this provision. It is unlikely additional debt can be issued under the same provision as the bond documents specifically mention this lease replacement. The debt service reserve is funded at the lesser of the standard three-pronged test: maximum annual debt service, or 125% of average annual debt service, or 10% of initial principle, which will be funded from bond proceeds. USE OF PROCEEDS The current issuance will be used to acquire the school property currently leased by the school at 14880 SW 26th Street, Miami, FL. The bond proceeds will also fund a debt service reserve, capitalized interest, and costs of issuance. Following this purchase AcadeMir Charter Schools Inc., the Borrower, will own all the facilities at its AcadeMir Charter School West campus. PROFILE AcadeMir Charter Schools, Inc. was incorporated in 2008. AcadeMir Charter Schools, Inc. currently operates six schools under the D/B/A nomenclature. This includes the school securing the bonds (AcadeMir Charter School West), as well as AcadeMir Preparatory Academy, AcadeMir Charter School Middle, AcadeMir Charter School of Math and Science, AcadeMir Charter School Preparatory, and AcadeMir Charter School East, all of which operate under separate charter authorization with Maimi-Dade School District. Additionally, AcadeMir Charters Schools, Inc. expects to operate AcadeMir Charter School Elementary (South) with an estimated opening date in fall 2022, as well as a high school in fall 2023. Management also plans to operate schools in Osceola County School District in the near term, under a new-not-for-profit entity. The AcadeMir Charter School West enrolled approximately 618 students in fall 2020 in grades K-5. It has registered 759 students for fall 2021 in grades PreK-6 as it converts the use of a pre-school to house 151 additional students. The school will be at physical capacity following the fall 2021 enrollment. The school was granted its second charter in 2014, expiring in 2029, and benefits from its status as a high performing charter school, including its current authorization which allows the school to grow enrollment to 968 students adding grades 7 and grade 8 in the future. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in September 2016. ADVANCED ENVIRONMENTAL: Gregory Jones Appointed Ch.11 Trustee ------------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California approved the appointment of Gregory K. Jones as Chapter 11 Trustee for Advanced Environmental Group, LLC. Peter Anderson, U.S. Trustee for Region 16, sought Mr. Jones' appointment. A copy of the order is available for free at https://bit.ly/3tAoaVe from PacerMonitor.com. About Advanced Environmental Group A group of creditors of Advanced Environmental Group, LLC filed an involuntary Chapter 7 bankruptcy petition (Bankr. C.D. Cal. Case No. 21-12761) against the company on April 5, 2021. The petitioning creditors are Innovative Engineering and Maintenance, Inc., Muni-Fed Energy, Inc., Quinn Rental Services, Inc., Ronnie and Sunny Melendez, Eric Granit R K Granit Employees Retirement, Ronald Moore, Nasser Nando Ghorchian, Dr. Iraj Naima, Jenna Development, Inc., GOLO, LLC, NEAA, Inc., ENAA, Inc., Alberto Amiri and Talya Enterprises, and the U.S. Trustee. The creditors, which assert $11,432,307.79 in claims, are represented by Winthrop Golubow Hollander, LLP. On July 2, 2021, the court entered an order converting the case to one under Chapter 11. Judge Sheri Bluebond oversees the case. Leslie Cohen Law, PC serves as the Debtor's legal counsel. Gregory K. Jones is the Subchapter V trustee appointed in the Debtor's bankruptcy case. The trustee is represented by SulmeyerKupetz, A Professional Corporation. The Court, on September 3, 2021, voided the Debtor's Subchapter V election, at the behest of Pacific6 Environmental, LLC, and ruled that a case trustee must be appointed, pending selection by the U.S. Trustee. On September 8, 2021, Peter Anderson, U.S. Trustee for Region 16, appointed Jones as Chapter 11 Trustee for the Debtor. AGEX THERAPEUTICS: Incurs $2.5 Million Net Loss in Second Quarter ----------------------------------------------------------------- AgeX Therapeutics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.48 million on $37,000 of total revenues for the three months ended June 30, 2021, compared to a net loss of $2.73 million on $45,000 of total revenues for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $4.57 million on $93,000 of total revenues compared to a net loss of $5.95 million on $134,000 of total revenues for the six months ended June 30, 2020. As of June 30, 2021, the Company had $2.54 million in total assets, $10.84 million in total liabilities, and a total stockholders' deficit of $8.29 million. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1708599/000149315221019720/form10-q.htm About Agex Therapeutics Headquartered in Alameda, California, AgeX Therapeutics, Inc. is a biotechnology company focused on the development and commercialization of novel therapeutics targeting human aging and degenerative diseases. The Company reported a net loss of $10.97 million for the year ended Dec. 31, 2020, compared to a net loss of $12.38 million for the year ended Dec. 31, 2019. San Francisco, California-based OUM & CO. LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company has had recurring losses and negative operating cash flows since inception, an accumulated deficit at Dec. 31, 2020, and insufficient cash and cash equivalents and loan proceeds at Dec. 31, 2020 to fund operations for twelve months from the date of issuance. All of these matters raise substantial doubt about the Company's ability to continue as a going concern. AINSWORTH TRUCK: Unsecureds to Get Nothing in Amended Plan ---------------------------------------------------------- Ainsworth Truck Leasing, LLC, submitted a Second Amended Plan of Reorganization dated September 9, 2021. The Debtor is a limited liability company incorporated in the State of Texas. The Debtor operates an asset-based trucking transportation business located in Corpus Christi, Texas. Ainsworth Truck Leasing, LLC is a member managed limited liability company, managed by its sole member David Ainsworth, Sr. The day to day operations are overseen by David Ainsworth, Sr. The Debtor's sole client is its affiliate, Ainsworth Trucking LP, a Texas limited partnership, whereby the Debtor leases its trucks and trailers to Ainsworth Trucking LP to haul oilfield equipment. Since 2014, the Debtor has been dealing with the downturn in the oilfield services industry. Prepetition, the Debtor engaged in a marketing process to strategically sell underutilized equipment that was not providing revenue to its business. However, the Debtor was unsuccessful in finalizing an out-of-court restructuring of certain prepetition agreements with Allegiance Bank (successor by merger to Post Oak Bank, N.A.) and Regions Commercial Equipment Finance, LLC and sought bankruptcy relief on February 7, 2019. The Debtor continue to operate its business as debtor-in-possession during the case. However, as a result of the general economic downturn from the COVID-19 pandemic, the Debtor was unable to confirm a plan of reorganization and the case was dismissed on May 13, 2021. The Debtor filed this Subchapter V bankruptcy case on May 19, 2021. The Plan will treat claims as follows: * The Class 1 Allowed Allegiance Secured Claim shall be treated as an undisputed fully Allowed Secured Claim in the amount of $1,385,548.33, as of July 8, 2021. Allegiance Bank shall receive 60 monthly Cash Payments of its Allowed Allegiance Secured Claim based on an 8 year amortization with interest bearing on its Allowed Allegiance Secured Claim at the rate of 5.25% per annum. Payments shall commence 30 days from the Effective Date with each payment being due on the first day of each consecutive month thereafter. * The Class 2 Allowed Regions Secured Claim shall be treated as an undisputed fully Allowed Secured Claim in the amount of $1,063,000.00. Regions Commercial Equipment Finance, LLC shall receive 60 monthly Cash Payments of its Allowed Secured Claim based on an 8 year amortization with interest bearing on its Allowed Secured Claim at the rate of 5.25% per annum. Payments shall commence 30 days from the Effective Date with each payment being due on the first of each consecutive month. * Class 3 consists of the Secured Claim of Wells Fargo Equipment Finance, Inc. Wells Fargo Equipment Finance, Inc. shall receive 60 monthly Cash Payments of its Allowed Secured Claim based on a 8 year amortization with interest bearing on its Allowed Secured Claim at the rate of 5.25% per annum. Payments shall commence 30 days from the Effective Date with each payment being due on the first of each consecutive month. * Class 4 consists of the Secured Claim of Nueces County Tax Assessor and Collector. Nueces County Tax Assessor and Collector shall receive Cash Payments in equal monthly installments of its Allowed Secured Claim based on an 8 year amortization with interest bearing on its Allowed Secured Claim at the rate of 12% per annum. Payments on the 2020 taxes shall commence 30 days from the Effective Date with each payment being due on the first of each consecutive month. * Class 5 consists of the Priority Claim of the Internal Revenue Service. The Internal Revenue Service shall receive payment of its priority claim in full within 30 days after the Effective Date. * Class 6 consists of General Unsecured Claims. Holders of Allowed General Unsecured Claims shall not receive any distribution under the Plan. * Class 7 consists of Equity Interest Holders. All pre petition equity interest claims in the Debtor (including all rights and interests that correspond to such equity interest) shall be retained by the Holder(s) of such interests. The Debtor shall liquidate assets within 90 days after the Effective Date by private sale at prices mutually agreeable to the Debtor and Allegiance Bank, and if not so sold, shall be sold by a qualified auctioneer by public sale within 90 days after the Effective Date. Net funds (after payment of reasonable sales commission and expenses) shall be distributed (1) first to Nueces County Tax Assessor and Collector in the amount of the percentage equal to the ratio where the numerator is the sales price and the denominator is the appraised value of the property during the year of sale, multiplied by its Allowed Secured Claim for the tax year in which the sale occurs; (2) second to the holder of an Allowed Secured Claim with a lien on a specific Asset sold; (3) third to Allegiance Bank until its loan is paid in full. Other than the sales of certain assets, payments and distributions under the Plan will be funded by the continued operation of the Debtor. The Plan Proponent must also show that it will have enough cash over the life of the Plan to make the required Plan payments. Debtor's means for implementation of its Plan is derived from its anticipated income from future operations. A full-text copy of the Second Amended Plan of Reorganization dated September 9, 2021, is available at https://bit.ly/38ZlruS from PacerMonitor.com at no charge. Attorneys for the Debtor: Christopher Adams Texas Bar No. 24009857 Timothy L. Wentworth Texas Bar No. 21179000 OKIN ADAMS LLP 1113 Vine St., Suite 240 Houston, Texas 77002 Tel: 713.228.4100 Fax: 888.865.2118 Email: cadams@okinadams.com Email: twentworth@okinadams.com About Ainsworth Truck Leasing Robstown, Texas-based Ainsworth Truck Leasing, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 21-21142) on May 19, 2021. In the petition signed by David Ainsworth, Sr., sole member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge David R. Jones oversees the case. Okin Adams, LLP and The Claro Group, LLC serve as the Debtor's bankruptcy counsel and financial advisor, respectively. Kleberg Bank, as lender, is represented by: Lisa C. Fancher, Esq. Fritz, Byrne, Head & Gilstrap, PLLC 221 West Sixth Street, Suite 960 Austin, TX 78701 Tel: 512-322-4708 Tax: 512-477-5267 E-mail: lfancher@fbhg.law AMERICAN AXLE: Egan-Jones Keeps B- Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2021, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by American Axle & Manufacturing Holdings, Inc. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings, Inc. operates as an automotive supplier of driveline and drivetrain systems and related components for light trucks, SUVs, passenger cars, crossover, and commercial vehicles. ARTS FOR A CAUSE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The U.S. Trustee for Region 8 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Arts for a Cause, LLC. About Arts for a Cause Arts for a Cause, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 21-30189) on July 23, 2021, disclosing up to $1 million in assets and up to $500,000 in liabilities. Judge Tracey N. Wise oversees the case. Michael W. McClain, Esq., at Goldberg Simpson LLC represents the Debtor as legal counsel. ASHFORD HOSPITALITY: Egan-Jones Hikes Sr. Unsecured Ratings to CCC ------------------------------------------------------------------ Egan-Jones Ratings Company, on September 2, 2021, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Ashford Hospitality Trust, Inc. to CCC from CCC-. EJR also upgraded the rating on commercial paper issued by the Company to C from D. Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc. operates as a self-advised real estate investment trust focusing on the lodging industry. AVADIM HEALTH: Files Liquidation Plan under New Corporate Name -------------------------------------------------------------- AH Liquidation, Inc., and its affiliated debtors filed a Joint Combined Chapter 11 Plan of Liquidation and Disclosure Statement dated September 3, 2021. The Combined Plan and Disclosure Statement is a liquidating Chapter 11 Plan for the Debtors. The Debtors sold substantially all of their assets to Midava Holdings 3, Inc. (n/k/a Avadim Holdings, Inc.) under the terms of the Stalking Horse Asset Purchase Agreement (APA) for a $69,950,000 credit bid and the assumption of certain liabilities. The Debtors received no other qualified bids for their assets. In exchange for the support of the Official Committee of Unsecured Creditors to the sale process and sale consummation, the Court-approved Global Settlement among the Debtors, the Committee, the Prepetition Secured Parties, and the DIP Secured Parties, as set forth in the DIP Order, provides for, among other things: * the establishment of a Claims Reserve to fund Administrative Expense Claims (including Professional Fee Claims up to the Fee Limit), Priority Tax Claims, Other Priority Claims, Other Secured Claims; * an increase in the Committee's Professional's fee budget, of which any unused portion shall vest in the Liquidating Trust; * the vesting of Estate Causes of Action in the Liquidating Trust to fund distributions to the beneficiaries thereof, including the Holders of Allowed General Unsecured Claims, which recoveries are the only potential material recoveries for Holders of Allowed General Unsecured Claims; * the subordination of the Prepetition Secured Parties' rights to Holders of General Unsecured Claims to recover on account of certain Liquidating Trust Assets; and * the funding of the GUC Cash to the Liquidating Trust. Pursuant to the Plan, Prepetition Lender Claims in Class 2 aggregating $31,702,045 will share pro rata of the Lender Recovery. Lender Recovery includes, among others, (i) all of the Debtors' cash as of the Effective Date, less cash earmarked for GUC Cash, Claims Reserve and Committee Fee Savings Amount, and the (ii) Lender Reimbursement Right for all accrued and outstanding Liquidating Trust Expenses, and the first $250,000 of the proceeds recovered from the Estate Causes of Action. General Unsecured Claims in Class 4 estimated at $12,345,599 will receive a pro rata share of the GUC Recovery in full satisfaction of their claims. The GUC Cash, which will be transferred to the Liquidating Trust on the Effective Date, total $450,000. This amount consists of $250,000 drawn on the DIP Facility on the Closing Date and $200,000 to be funded by the Buyer (or its designee). The $250,000 shall be repaid from the net proceeds of recoveries on account of the Estate Causes of Action, if any. Subordinated Notes Claims in Class 5 totaling $13,152,599 will receive its pro rata share of the GUC Recovery after the indefeasible payment in full in Cash of the DIP Facility Claims and the Prepetition Lender Claims. The Plan Proponents, however, do not expect that the DIP Facility Claims and the Prepetition Lender Claims will be paid in full. Accordingly, the estimated recovery to Holders of Subordinated Notes Claims is 0%. Intercompany Claims in Class 6, which will not receive any distribution under the Plan, total approximately $5,122,035. Equity interests in Class 7 shall be cancelled effective as of the Effective Date, and will not receive any distribution in the Plan. The Debtors said that the proposed treatment of Claims in the Plan implements the terms of the Global Settlement among the Debtors, the Committee of Unsecured Creditors, the Prepetition Secured Parties, the DIP Secured Parties, and the Buyer. A copy of the Joint Combined Liquidation Plan and Disclosure Statement is available for free at https://bit.ly/3BVvqOo from Omni Agent Solutions, claims and noticing agent. * * * * On August 26, 2021, the Court authorized the change of caption in the Debtors' cases to conform with the name change of Avadim Health, Inc. to AH Liquidation, Inc., as required by the Stalking Horse Asset Purchase Agreement (APA). The new names of the other debtors are (i) AH IP Liquidation, Inc.; (ii) BP Liquidation Corp.; (iii) QAA Liquidation, Inc.; and (iv) RM Liquidation, Inc. Counsel for the Debtors: Laura Davis Jones, Esq. David M. Bertenthal, Esq. Timothy P. Cairns, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com dbertenthal@pszjlaw.com tcairns@pszjlaw.com - and - Larry G. Halperin. Esq. Joon P. Hong, Esq. Chapman and Cutler LLP 1270 Avenue of the Americas New York, NY 10020 Telephone: 212-655-6000 Facsimile: 212-697-7210 Email: halperin@chapman.com joonhong@chapman.com Counsel for the Official Committee of Unsecured Creditors: Seth A. Niederman, Esq. Fox Rothschild LLP 919 North Market Street, Suite 300 Wilmington, DE 19899-2323 Telephone: (302) 654-7444 Facsimile: (302) 656-8920 Email: sniederman@foxrothschild.com - and - Michael A. Sweet, Esq. Fox Rothschild LLP 345 California Street, Suite 2200 San Francisco, CA 94104 Telephone: (415) 364-5540 Facsimile: (415) 391-4436 Email: msweet@foxrothschild.com - and - Gordon E. Gouveia, Esq. Fox Rothschild LLP 321 North Clark Street, Suite 1600 Chicago, IL 60654 Telephone: (312) 980-3816 Facsimile: (312) 517-9201 Email: ggouveia@foxrothschild.com - and - Robert Hirsh, Esq. Eric Chafetz, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Telephone: (212) 262-6700 Email: rhirsh@lowenstein.com echafetz@lowenstein.com About Avadim Health Avadim Health, Inc. is an Asheville, N.C.-based healthcare and wellness company that develops, manufactures and markets topical products for the institutional care and consumer markets. It was formerly known as Avadim Technologies Inc. Avadim and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10883) on June 1, 2021. In the petition signed by CRO Keith Daniels, Avadim disclosed total assets of between $10 million and $50 million and total liabilities of between $100 million and $500 million. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Chapman and Cutler LLP as legal counsel, SSG Capital Advisors LLC as investment banker, and Carl Marks Advisory Group LLC as restructuring advisor. Keith Daniels, a partner at Carl Marks, serves as the Debtors' chief restructuring officer. Omni Agent Solutions is the claims and noticing agent and administrative agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases on June 9, 2021. The committee tapped Fox Rothschild, LLP and Lowenstein Sandler, LLP as its legal counsel and Province, LLC as its financial advisor. The U.S. Bankruptcy Court for the District of Delaware, on August 26, 2021, authorized the change of caption in the Debtors' cases to conform with the name change of Avadim Health, Inc. to AH Liquidation, Inc., pursuant to the Stalking Horse Asset Purchase Agreement governing the sale of substantially all of the Debtors' assets to Midava Holdings 3, Inc. (n/k/a Avadim Holdings, Inc.) for a $69,950,000 credit bid and the assumption of certain liabilities. AVIANCA HOLDINGS: Plan Yields 1% Recovery to Unsecured Creditors ---------------------------------------------------------------- Avianca Holdings S.A. (AVH) and its affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a Joint Chapter 11 Plan and Disclosure Statement dated September 3, 2021. The Tranche B DIP Lenders, as part of the DIP Credit Agreement, are committed to convert all of the Tranche B DIP Facility Claims to at least 72% of fully diluted equity securities of a new corporation or other legal entity that may be formed on or prior to the Effective Date to directly or indirectly acquire substantially all of the assets and/or stock of AVH. The Debtors have determined to exercise their right, pursuant to the DIP Facility Documents, to convert the Tranche A-1 DIP Facility Claims and Tranche A-2 DIP Facility Claims to seven-year exit financing upon emergence. Certain holders of Tranche B DIP Facility Claims have agreed to contribute cash and/or assets to the Reorganized Debtors in an aggregate amount of $200 million in exchange for New Common Equity. Under the Plan, holders of General Unsecured Avianca Claims will receive the cash equivalent of their Pro Rata share of (a) 1.75% of the New Common Equity and (b) warrants to purchase 5.0% of the New Common Equity, with a cashless exercise price of $1.48 billion and a five-year term; provided, that, in the event that the Class of General Unsecured Avianca Claims votes to accept the Plan, holders of General Unsecured Avianca Claims will receive the cash equivalent of their Pro Rata share of an additional 0.75% of the New Common Equity (i.e., 2.5% of the New Common Equity in the aggregate) and the Warrants. These recoveries, according to the Debtors, are being carved out of the value of the collateral securing the Tranche B DIP Facility Claims. In lieu of receiving cash, holders of General Unsecured Claims may elect to receive their Pro Rata share of the applicable percentage of New Common Equity and the Warrants by making a written election on a timely and properly delivered and completed Ballot to receive the Unsecured Claimholder Equity Package. On the Effective Date, all Interests in AVH will be cancelled, released, extinguished, or receive economically similar treatment, to the extent permitted by applicable law. Holders of Interests in AVH will not receive any distributions, nor retain any property, under the Plan. The Plan provides that the majority of the classes of claims will recover 100% of their allowed claim, except for the General Unsecured Avianca Claims, which will recover between 1.0% and 1.4% of the allowed claims, and the General Unsecured Convenience Claims, which are expected to recover 1.0% of their allowed claims. Subordinated claims, as well as intercompany claims, will receive nothing under the Plan. The Debtors said the transactions contemplated in the Plan will eliminate approximately $3.0 billion of debt from their consolidated balance sheet, as well as preserve the company's over 10,000 jobs. Negotiations among the Debtors, the Committee, and holders of Tranche B DIP Facility Claims resulted in a global settlement, pursuant to which the Debtors resolved all issues that may have been raised by the Committee with respect to the Plan, including, among other things, disputes on enterprise value, Dennis F. Dunne, Esq. at Milbank LLP, counsel for the Debtors disclosed. The Plan is supported by, among others, the Official Committee of Unsecured Creditors; the Consenting Noteholders (which collectively held a majority of the Debtors' 9.000% Senior Secured Notes due 2023 prior to giving effect to the DIP Roll-Up); and a majority of the holders of Tranche B DIP Facility Claims. A copy of the Disclosure Statement is available for free at https://bit.ly/38PrF0s from Kurtzman Carson Consultants, claims agent. Counsel for the Debtors: Dennis F. Dunne, Esq. Evan R. Fleck, Esq. Benjamin Schak, Esq. Kyle R. Satterfield, Esq. Milbank LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 - and - Gregory A. Bray, Esq. Milbank LLP 2029 Century Park East, 33rd Floor Los Angeles, CA 90067 Telephone: (424) 386-4000 Facsimile: (213) 629-5063 Counsel for the Official Committee of Unsecured Creditors: Brett Miller, Esq. Todd Goren, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Email: bmiller@willkie.com tgoren@willkie.com About Avianca Holdings SA 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. BARFLY VENTURES: HopCat's New Owners Seek New Locations ------------------------------------------------------- Nick Manes of Crain's Detroit Business reports that Grand Rapids-based craft beer bar chain HopCat, now owned by past financiers, is seeking new locations in metro Detroit following its bankruptcy exit. Nearly one year removed from Chapter 11 bankruptcy, the HopCat bar and restaurant brand seeks to once again serve craft beer and Cosmik Fries in new locations, albeit at far from the breakneck expansion pace it once targeted. HopCat's parent company, BarFly Ventures LLC, filed for Chapter 11 bankruptcy protection in June 2020, citing financial struggles from the COVID-19 pandemic and legal disputes with one of its landlords. "We were crushed under a mountain of debt and uncertainty about the future due to COVID," Mark Sellers, the founder of BarFly Ventures, told Crain's at the time. "It shut us down to the point where our revenues declined 100 percent overnight." The mountain of debt mentioned by Sellers, who is no longer involved in operations of the restaurants post-bankruptcy, largely came from a $25 million injection of mezzanine financing the company took on in 2015 as a way of expanding the craft beer-focused chain. But that expansion did not play out as Sellers hoped for. Last October, the company was bought out of bankruptcy for $17.5 million by Texas private equity firms Congruent Investment Partners and Main Street Capital, the same groups that initially financed HopCat's growth. The financiers and now owners, as well as Ned Lidvall, CEO of Grand Rapids-based Project BarFly LLC, do anticipate opening new HopCat locations in the coming months, with the metro Detroit region as one key area in which to do that. Don't anticipate that HopCat restaurants will be popping up outside of Michigan again anytime soon. That's something Sellers — who now runs one restaurant called Max's South Seas Hideaway in Grand Rapids — acknowledged was a fatal error in the previous iteration. Sellers said that in the heyday of HopCat's growth, locations in Michigan would immediately become profitable upon opening, but stores in locations such as Madison, Wis., and Port St. Lucie, Fla. — now closed — failed to attract the same reception. Mark Sellers, who founded HopCat, now runs a restaurant called Max's South Seas Hideaway in Grand Rapids. "The mistake that I made, as the guy running the company, was to expand outside of Michigan, using debt to do it," Sellers told Crain's during an interview earlier this month. "I was under the false assumption that because the brand was so wildly popular in Michigan and would very easily translate to other states. And what we found is that in other states, we were just seen as any other chain. Whereas in Michigan we were considered a hometown hero, like Bob Seger." At the time of the bankruptcy filing in June 2020, after the COVID pandemic had begun to wreak havoc with the economy, especially in the service sector, BarFly said it had between $1 million and $10 million in assets and liabilities of between $10 million and $50 million. Landlords had begun to sue the company over failure to pay rent, as Crain's reported at the time. HopCat had begun to shutter locations even before the bankruptcy, in locations including Chicago's Lincoln Park neighborhood, and in Royal Oak, which closed in May 2020 after negotiations with its landlord fell through. For Travis Baldwin, co-founder and principal of Dallas-based investment firm Congruent Investment Partners LLC, the mistakes acknowledged by Sellers were also apparent. "Mistakes were made," Baldwin told Crain's. "(HopCat) grew too far out of state, (and) grew too far from the bread and butter that they were targeting." HopCat has kept open two locations outside of Michigan, in Indianapolis and Lincoln, Neb. To be sure, HopCat and the other BarFly restaurants that were acquired out of bankruptcy — Stella's Lounge and Grand Rapids Brewing Company, both in downtown Grand Rapids — were already facing massive headwinds. Michigan restaurants were faced with more than 460 days "of closure, capacity restrictions and elevated regulatory scrutiny that forced more than one in six Michigan restaurants to close their doors for good," according to a June statement from Justin Winslow, president and CEO of the Lansing-based Michigan Restaurant and Lodging Association. Lidvall, a restaurant industry veteran who was named CEO of the BarFly company after it was bought out of bankruptcy, acknowledged those headwinds, but noted that employee morale at the restaurants has remained high despite all the uncertainty. Like many other industries are experiencing, Lidvall pointed to supply chain "disruption" and the tight labor market as the most severe challenges the company faces now. On the former point, Lidvall said prices are creeping up for commodities and supplies, and the labor squeeze is particularly acute on the west side of the state near HopCat's base of operations. On the flip side of the coin, Lidvall said the pandemic forced the company to expand more into off-premise options, which it's held onto even as restaurants have reopened without restrictions these past several months. "So, there are pros and cons, but it's certainly one of the more disruptive markets and environments that I've seen," Lidvall said. "We're all facing it, so we all have to … react. It's been challenging, but I think it's kind of the new normal." Lidvall declined to provide a revenue figure for the brand at this time, citing the difficulty of providing a relevant comparable figure due to closures over the last 18 months. He did say sales have nearly returned to pre-pandemic levels and expects a full rebound by the end of the year. HopCat also faces a vastly different craft beer market than when the first location opened in Grand Rapids in January 2008 with dozens of taps of local microbrews. Baldwin notes that now basically every restaurant has multiple handles of craft beer, and therefore increased focus has been put on the food menu. However, Sellers noted that he believes the brand could benefit by doubling down on craft beer and re-establishing HopCat as an "expert" in the sector, something he felt the chain drifted away from in his later years running the company. Despite the explosive growth of craft beer over the last several years, it still makes up just more than 12 percent of the overall beer market, and sales last year declined by 9.3 percent, faster than the 2.9 percent decline in the overall beer market, according to 2020 sales data from the Brewers Association, a craft beer trade association. Lidvall said the HopCat brand is ready to once again grow, and new locations, especially in Southeast Michigan, are in the planning stages, although specific locations were not disclosed. HopCat currently has locations in Detroit's Midtown neighborhood and Ann Arbor, in addition to East Lansing, Kalamazoo and more. "We're going to grow in our heritage market," Lidvall said. "We're looking hard in Detroit right now because we're under-penetrated there with really just two locations in the Metroplex." About BarFly Ventures BarFly Ventures LLC is the parent company of HopCat, Stella's Lounge, and Grand Rapids Brewing Co. Founded in 2008, BarFly operates a chain of estaurants. Barfly Ventures and its affiliates sought Chapter 11 protection (Bankr. W.D. Mich. Case No. 20-01947) on June 3, 2020. Barfly Ventures was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. James W. Boyd is the case judge. The Debtors tapped WARNER NORCROSS & JUDD, LLP and PACHULSKI STANG ZIEHL & JONES LLP as counsel; ROCK CREEK ADVISORS LLC as financial advisor; and MASTODON VENTURES, INC., as investment banker. BIZGISTICS INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bizgistics, Inc. 925 Morgan Road Rydal, PA 19046 Business Description: Bizgistics, Inc. provides freight transportation arrangement services. Chapter 11 Petition Date: September 12, 2021 Court: United States Bankruptcy Court Middle District of Florida Case No.: 21-02197 Debtor's Counsel: Megan W. Murray, Esq. UNDERWOOD MURRAY, P.A. 100 North Tampa St. 2325 Tampa, FL 33602 Tel: 813-540-8402 Email: mmurray@underwoodmurray.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Darrell Giles, chief executive officer/director. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WDFIMII/Bizgistics_Inc__flmbke-21-02197__0001.0.pdf?mcid=tGE4TAMA BLACKSTONE DEVELOPERS: Creditor Weary About Debtor's 'Promises' --------------------------------------------------------------- ABLP REIT, LLC, in an objection filed with the U.S. Bankruptcy Court for the Northern District of Texas to the Disclosure Statement of Blackstone Developers, LLC, complained that the Debtor has spent the last several months making unfulfilled promises to pay off the Property located at 205 South Main Street, in Red Oak, Texas. ABLP asserts $3.9M in claims against the Debtor relating to the Property. ABLP expressed apprehensions about the Debtor's ability to reorganize saying that the Debtor misappropriated rents for personal use that should have been paid to ABLP, disclosing that the Debtor instructed its tenants to pay rents (on the units at the Property) to the Debtor despite ABLP sending the tenants Notices of Assignment of Rents following the Debtor's default under a related Deed of Trust. ABLP also complained that it was unable to determine how and when its secured claim will be paid under the various scenarios and alternatives outlined in the proposed treatment of its claim, expressing misgivings about certain Japan Funds for which the Debtor, according to ABLP, failed to provide evidence as to the funds' existence. ABLP, accordingly, asked the Court to deny approval to the Debtor's Disclosure Statement. A copy of the objection is available for free at https://bit.ly/3tp8X9w from PacerMonitor.com. Counsel for ABLP REIT, LLC: Mark W. Stout, Esq. Matthew D. Giadrosich, Esq. Jeffery V. Leaverton, Esq. Padfield & Stout, L.L.P. 420 Throckmorton Street, Suite 1210 Fort Worth, TX 76102 Telephone: (817) 338-1616 Facsimile: (817) 338-1610 Email: mstout@padfieldstout.com mdg@padfieldstout.com jleaverton@padfieldstout.com About Blackstone Developers Red Oak, Texas-based Blackstone Developers, LLC owns and operates a commercial real estate complex located at 205 South Main St., Red Oak, Texas. Blackstone Developers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-41055) on April 30, 2021, disclosing total assets of up to $50,000 and total liabilities of up to $10 million. Judge Mark X. Mullin oversees the case. The Law Office of Marilyn D. Garner is the Debtor's legal counsel. BOART LONGYEAR: Moody's Lowers CFR to C & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service downgraded Boart Longyear Limited's Corporate Family Rating to C from Ca and Probability of Default rating to D-PD from Ca-PD. Moody's also affirmed a Ca rating of Boart Longyear Management Pty Limited's senior secured notes and a C rating of senior unsecured notes. The speculative grade liquidity rating remains SGL-4. The outlook changed to stable from negative. Downgrades: Issuer: Boart Longyear Limited Corporate Family Rating, Downgraded to C from Ca Probability of Default Rating, Downgraded to D-PD from Ca-PD Affirmations: Issuer: Boart Longyear Management Pty Limited Senior Secured Regular Bond/Debenture, Affirmed Ca (LGD4) Senior Unsecured Regular Bond/Debenture, Affirmed C (LGD6) Outlook Actions: Issuer: Boart Longyear Limited Outlook, Changed To Stable From Negative Issuer: Boart Longyear Management Pty Limited Outlook, Changed To Stable From Negative RATINGS RATIONALE The action follows the filing of Chapter 15 petition by the company on August 17, 2021, which Moody's views as a default. Chapter 15 proceedings will allow the company to request that the US bankruptcy court formally recognize the company's previously announced restructuring proceedings occurring in Australia. On May 13, 2021, Boart reached an agreement with majority of lenders on the proposed recapitalization plan that is expected to reduce the company's total debt to under $200 million by converting approximately $795 million of debt to equity with the allocation of new common equity determined through designation of secured and unsecured equity entitlements and based on the respective conversion ratios, calculated as a percentage of the face amount of debt. Boart also commenced proceedings to seek the recognition of the Boart's Creditors Schemes under Chapter 15 of the U.S. Bankruptcy Code and plans to redomicile from Australia to Canada. Subsequent to the completion of the recapitalization scheduled for September 23, 2021 (Creditors Schemes Implementation Date), Moody's will withdraw Boart Longyear Management Pty Limited's debt ratings. Headquartered in Salt Lake City, Utah, Boart Longyear Limited is incorporated in Australia and listed on the Australian Securities Exchange Limited. The company provides drilling services and complimentary drilling products and equipment, principally for the mining and metals industries. Revenues for the twelve months ended December 31, 2020 were $657 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CABOT OIL: Egan-Jones Keeps BB+ Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company, on August 31, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Cabot Oil & Gas Corporation. Headquartered in Houston, Texas, Cabot Oil & Gas Corporation is an independent oil and gas company that develops, exploits, and explores oil and gas properties located in North America. CAESARS ENTERTAINMENT: Moody's Rates New $1BB Unsecured Notes Caa1 ------------------------------------------------------------------ Moody's Investors Service assigned a Caa1 rating to Caesars Entertainment, Inc.'s proposed $1 billion senior unsecured notes. The company's B2 Corporate Family Rating, B2-PD Probability of Default Rating, existing B1 rated senior secured notes due 2025, and existing Caa1 rated senior unsecured notes due 2027 are unchanged. The company's SGL-1 Speculative Grade Liquidity rating is unchanged, and the outlook remains stable. Additionally, Caesars Resort Collection, LLC's ("CRC"), a wholly owned subsidiary of Caesars, B1 rated senior secured revolver and term loans, B1 rated senior secured notes due 2025, and Caa1 rated senior unsecured notes due 2025 are unchanged. CRC's outlook remains stable. Proceeds from Caesars' proposed $1 billion senior unsecured notes, along with cash on hand, will be used to refinance CRC's existing $1.7 billion 5.25% senior unsecured notes. Moody's expects to withdraw the rating on CRC's $1.7 billion senior unsecured notes once the transaction closes and the notes are repaid. The transaction is credit positive because it will extend Caesars' debt maturity profile and reduce debt and leverage. 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: Rating Assignments: Issuer: Caesars Entertainment, Inc. Senior Unsecured Global Notes, Assigned Caa1 (LGD6) 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 June 30, 2021, the company had $1.1 billion of cash and cash equivalents, and over $600 million of restricted cash which included 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 June 30, 2021, the company had availability of $2.07 billion on the revolvers 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. 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 Moody's 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 this rating 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. CAESARS ENTERTAINMENT: S&P Rates New Senior Unsecured Notes 'CCC+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'CCC+' rating to U.S. gaming operator Caesars Entertainment Inc.'s proposed $1 billion in senior unsecured notes. The recovery rating is '6', reflecting its expectation for negligible (0%-10%; rounded estimate: 0%) recovery for noteholders in the event of a payment default. Caesars plans to use proceeds from the proposed notes, along with cash, to redeem $1.7 billion in unsecured notes issued at Caesars' subsidiary, Caesars Resort Collection (CRC). All other ratings, including its 'B' issuer credit rating on Caesars, are unchanged. Although the proposed financing transaction would result in modestly lower funded debt balances and lower interest expense, it does not materially change our forecast credit measures because S&P nets excess cash above $750 million (its assumed level of cage cash) against debt. S&P said, "Caesars also announced that it entered into an agreement to sell 100% of the equity interests of William Hill Cayman Holdings Ltd., which owns the non-U.S. businesses of William Hill, for GBP2.2 billion, which is modestly higher than the level of gross proceeds we previously assumed Caesars would receive. Caesars expects to close the sale in the first quarter of 2022. Caesars also intends to sell a portion of its stake in NeoGames, which we previously did not incorporate into our forecast. The higher level of asset sale proceeds compared to our prior forecast translates into faster deleveraging through 2022. We now believe 2022 adjusted leverage could be less than 7x, compared to our prior forecast in the low-7x area. Nevertheless, based on our EBITDA forecast for 2021, we continue to expect adjusted leverage to remain high (above 8x) this year, then decrease in 2022 largely because we assume Caesars will use asset sale proceeds to reduce debt. We could consider higher ratings if we expect Caesars can maintain adjusted leverage below 7x, even in a scenario of further COVID-related operating restrictions, economic weakness, or possible investment spending. We are also unlikely to raise the rating until we have greater certainty that the sale of the non-U.S. William Hill businesses will receive the necessary regulatory and shareholder approvals." ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'CCC+' rating to Caesars' proposed $1 billion senior unsecured notes. The recovery rating is '6', reflecting its expectation for negligible (0%-10%; rounded estimate: 0%) recovery for noteholders in the event of a payment default. -- S&P's rating on Caesars' $3.4 billion senior secured notes remains 'B'. The recovery rating is '4', reflecting its expectation for average (30%-50%; rounded estimate: 40%) recovery. -- S&P's rating on Caesars' existing $1.8 billion senior unsecured notes remains 'CCC+'. The recovery rating is '6', reflecting our expectation for negligible (0%-10%; rounded estimate: 0%) recovery. -- S&P's rating on CRC's secured debt remains 'B+'. The recovery rating is '2', reflecting its expectation for substantial (70%-90%; rounded estimate: 85%) recovery for lenders in a payment default. Simulated default assumptions -- S&P's simulated default scenario assumes a default by 2024, in line with its typical time to default for 'B' rated issuers, driven by prolonged economic weakness, and/or significantly greater competitive pressures in the company's various markets. -- S&P said, "We assume a gross enterprise value at emergence of about $9.9 billion, calculated by applying a 7x multiple to our estimated EBITDA at emergence. We use a multiple that is at the high end of our range for leisure companies to reflect Caesars' good scale and geographic diversity in the U.S., and its favorable competitive position given it has the largest player loyalty program in the country." -- S&P assumes about 77% of the gross enterprise value at default is attributable to CRC's properties, about 21% of the value at default is attributable to Caesars' (legacy Eldorado Resorts Inc.) properties, and about 2% of the value at default is attributable to Caesars Forum. CRC does not guarantee Caesars' debt and therefore Caesars debt at default will only be satisfied by value at Caesars. Caesars, however, provides unsecured guarantees to CRC's debt. Therefore, any deficiency claims under CRC's debt ranks pari passu with Caesars' unsecured claims in its analysis. S&P said, "It is also our understanding that Caesars guarantees the $400 million Forum convention center loan. Therefore, we assume any claims on the Forum convention center loan that are not covered by the value we attribute to the Forum, are covered by value at Caesars and rank pari passu with Caesars' secured debt. "We assume both Caesars' $1.2 billion revolver and CRC's $1 billion revolvers are 85% drawn at default." Simplified waterfall -- Emergence EBITDA: $1.4 billion -- EBITDA multiple: 7x -- Gross enterprise value: $9.9 billion -- Net enterprise value after administrative expenses (5%): $9.4 billion -- Value attributable to CRC: $7.3 billion -- Estimated CRC secured debt claims at default: $8.3 billion --Recovery range: 70%-90% (rounded estimate: 85%) -- Estimated CRC deficiency claims: $1.0 billion -- Value attributable to the Forum convention center: $0.2 billion -- Estimated Forum convention center claims at default: $0.4 billion -- Estimated Forum convention center deficiency claims: $0.2 billion -- Value attributable to Caesars: $2 billion -- Estimated Caesars secured debt claims and Forum deficiency claims at default: $4.8 billion --Recovery range: 30%-50% (rounded estimate: 40%) -- Estimated Caesars unsecured debt claims and pari passu secured Caesars and CRC deficiency claims: $6.7 billion --Recovery range: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. CARBONLITE HOLDINGS: Liquidating Plan Confirmed by Judge -------------------------------------------------------- Judge John T. Dorsey has entered findings of fact, conclusions of law and order confirming the First Amended Chapter 11 Plan of Liquidation of CL H Winddown LLC, et al. Revised Plan Definitions and Provisions: The definition of "Excluded Debtor Parties" under the Plan shall be revised and amended to mean " (i) any financial advisor, auditor, attorney, accountant, investment banker, consultant, representative and other professional of any of the Debtors, other than the Debtors' Professionals retained in the Chapter 11 Cases and solely in their capacities as such and (ii) any Person that is an Affiliate or Relative of Leon Farahnik, Gregg Milhaupt, or Ira Maroofian, including HPC Industries, LLC and LF Investment Holdings, LLC, and each of their respective Related Persons." The definition of "Liquidation Trust Assets" under the Plan shall be revised and amended to mean "except as set forth herein, all assets held from time to time by the Liquidation Trust (including Causes of Action), the proceeds of which shall be distributed to the Holders of Liquidation Trust Interests after payment in full of Trust Expenses and any other obligations to the extent set forth in this Plan. The Liquidation Trust Assets shall exclude all Equity Interests. The Liquidation Trust Assets shall initially consist of the Distributable Assets." The final paragraph of Article V.C (Corporate Action) of the Plan shall be revised and amended as follows (with additions in bold underlined blue text and deletions in struck-through red text): * After the Effective Date, the Liquidation Trustee may decide, after consultation with the Liquidation Trust Oversight Committee, to (i) maintain each Debtor as a limited liability company in good standing until such time as all aspects of the Plan pertaining to such Debtor have been completed, or (ii) at such time as the Liquidation Trustee considers appropriate and consistent with the implementation of the Plan pertaining to such Debtor (such as, for example, after all distributions have been made by the Liquidation Trustee pursuant to the Plan), dissolve such Debtor and complete the winding down of such Debtor without the necessity for any other or further actions to be taken by or on behalf of such dissolving Debtor or any payments to be made in connection therewith to the extent permitted by applicable law. The filing by each Debtor of its certificate of dissolution shall be authorized and approved in all respects without further action under applicable law, regulation, order or rule, including any action by the members or the board of directors of each such Debtor and expressly without the need to pay any filing fees or franchise or similar taxes in order to effectuate such dissolution to the extent permitted by applicable law. The seventh paragraph of Article V.D (Liquidation Trust) of the Plan shall be revised and amended as follows (with additions in bold underlined blue text and deletions in struck-through red text): * The Liquidation Trust shall file annual reports regarding the liquidation or other administration of property comprising the Liquidation Trust Assets, the distributions made by it and other matters required to be included in such report in accordance with the Liquidation Trust Agreement. In addition, the Liquidation Trust will file tax returns as a grantor trust pursuant to United States Treasury Regulation Article 1.671-4(a). The Liquidation Trustee shall distribute Net Distributable Assets, if any, to the Liquidation Trust Beneficiaries on account of their Liquidation Trust Interests at least annually. A copy of the Plan Confirmation Order dated September 7, 2021, is available at https://bit.ly/3E3c4J3 from PacerMonitor.com at no charge. Counsel for the Debtors: Richard M. Pachulski Gabriel I. Glazer James E. O'Neill Maxim B. Litvak PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: rpachulski@pszjlaw.com gglazer@pszjlaw.com joneill@pszjlaw.com mlitvak@pszjlaw.com About CarbonLite Holdings Los Angeles-based CarbonLite Holdings, LLC processes post-consumer recycled polyethylene terephthalate (rPET) plastic products and produces rPET and polyethylene terephthalate (PET) beverage and food packaging products through its two business segments, the Recycling Business and PinnPack. CarbonLite Holdings and 10 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10527) on March 8, 2021. CarbonLite P, LLC, an affiliate, disclosed assets of $100 million to $500 million and debt of $50 million to $100 million. Judge John T. Dorsey oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, Reed Smith LLP as corporate counsel, and Jefferies LLC as investment banker. Stretto is the claims agent. On March 23, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Hogan Lovells US, LLP and Blank Rome, LLP serve as the committee's legal counsel. Province, LLC, is the financial advisor. Elise S. Frejka is the fee examiner appointed in the Debtors' cases. She is represented by Frejka, PLLC. * * * The bankruptcy sale process resulted in three auctions which were concluded successfully: one each for the Riverside Facility, the Reading Facility and the Dallas Facility. The PinnPack Facility was also subject to a later auction, but only one qualified bidder appeared. The Debtors filed notices identifying TSG Shelf II Acquisition LLC as the successful bidder for the Riverside Facility and related assets (bid of $57.5 million plus net working capital in excess of $0.00); DAK Americas, LLC as the successful bidder for the Reading Facility and related assets ($98.1 million plus net working capital in excess of $0.00 or less net working capital if less than $0.00); and Indorama Ventures Holdings, L.P. as the successful bidder for the Dallas Facility and related assets ($63.87 million plus net working capital in excess of $0.00 or less working capital if less than $0.00). The Debtors were renamed to CL H Winddown LLC, et al., following the sales. CARBONLITE: Force Ten Touts Successful Restructuring of Business ---------------------------------------------------------------- Force Ten Partners LLC on Sept. 10 announced the completion of the restructuring effort for CarbonLite Holdings, LLC and its subsidiaries ("CarbonLite"), one of the world's largest suppliers of post-consumer recycled polyethylene terephthalate ("rPET"), which is then used to produce high-quality food-grade recycled rPET material sold to the world's largest beverage companies. On March 8, 2021, CarbonLite filed a voluntary Chapter 11 bankruptcy to maximize the asset values of its four manufacturing facilities. The restructuring efforts were led by Force 10 co-founder Brian Weiss who served as the Chief Restructuring Officer. Force 10 was initially retained during the fourth quarter of 2020 to navigate underperformance, operational challenges, and solvency issues surrounding its complicated capital structure consisting of approximately $380 million of indebtedness, including $250 million of secured indebtedness across three publicly traded municipal bonds, a term loan, an ABL facility, and multiple capital lease obligations. Force 10 led CarbonLite's restructuring efforts and evaluated multiple strategies to maximize value, including Section 363 asset sales, recapitalization, and insolvency strategies. During the case, the Force 10 team secured $80 million in new money debtor-in-possession financing to ensure business operations and in-process construction projects. Under Mr. Weiss' direction, the debtors conducted a complex four-part asset sale to individual purchasers for CarbonLite's manufacturing facilities. These sales resulted in approximately $230 million in transaction value, including $63.9 million for the company's assets in Dallas, Texas to Indorama Ventures Holdings LP, $98.1 million in Reading, Pennsylvania to DAK Americas LLC, $57.4 million in Riverside, California and the CarbonLite IP to TSG Shelf II Acquisition LLC, and $9.6 million for Pinnpack Packaging LLC in Oxnard, California to Pinnpack Capital Holdings LLC. In addition, the asset sales substantially preserved all of CarbonLite's non-executive jobs. "Through this process, CarbonLite's mission to decrease the amount of PET plastic that ends up in landfills will continue," said Mr. Weiss. "The plant purchasers will carry on CarbonLite's mission, resulting in more than 300 million tons of plastic bottles being converted into recycled materials each year." About Force 10 Partners Force Ten Partners LLC is an advisory firm with deep domain knowledge in financial and operational corporate restructuring, valuation, forensic accounting, and complex litigation support. Force 10 serves middle-market companies as well as their creditors, stakeholders, and professionals by providing turnaround-management services (CRO), financial advisory services, expert witness support, and investment banking and M&A advisory services. About CarbonLite Holdings Los Angeles-based CarbonLite Holdings, LLC processes post-consumer recycled polyethylene terephthalate (rPET) plastic products and produces rPET and polyethylene terephthalate (PET) beverage and food packaging products through its two business segments, the Recycling Business and PinnPack. CarbonLite Holdings and 10 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10527) on March 8, 2021. CarbonLite P, LLC, an affiliate, disclosed assets of $100 million to $500 million and debt of $50 million to $100 million. Judge John T. Dorsey oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, Reed Smith LLP as corporate counsel, and Jefferies LLC as investment banker. Stretto is the claims agent. On March 23, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Hogan Lovells US, LLP and Blank Rome, LLP serve as the committee's legal counsel. Province, LLC is the financial advisor. Elise S. Frejka is the fee examiner appointed in the Debtors' case. CARRIAGE PURCHASER: Moody's Gives B2 CFR, Rates New $385MM Loan B1 ------------------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to Carriage Purchaser, Inc., the flatbed transportation and logistics services provider that operates under the name PS Logistics. Moody's also assigned a B1 rating to the new $385 million senior secured term loan and a Caa1 rating to the new $300 million guaranteed senior unsecured notes that the company plans to issue in connection with the acquisition of PS Logistics by funds managed by Gamut Capital Management, L.P. and British Columbia Investment Management Corporation. The outlook is stable. The following rating actions were taken: Assignments: Issuer: Carriage Purchaser, Inc. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured Term Loan, Assigned B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5) Outlook Actions: Issuer: Carriage Purchaser, Inc. Outlook, Assigned Stable RATINGS RATIONALE The ratings reflect Carriage Purchaser's position as one of the largest providers of flatbed transportation and logistics services with an operational track record that spans more than a decade. Carriage Purchaser's business model comprises asset-based transportation services using company-owned equipment and employees, asset-light transportation services using lease operators and owner operators, as well as brokerage services. Combined with a driver pay structure that is based on a percentage of applicable freight rates, this model results in a flexible cost structure and a driver turnover rate that is below industry averages. Benefiting from strong freight demand and tight trucking capacity, Carriage Purchaser will increase its EBITA margin to 7.5% in 2021, before moderating to 7% in 2022 in Moody's estimate. Such levels are attractive in the trucking industry, considering also that about two thirds of Carriage Purchaser's revenues are derived from asset-light transportation and logistics services. Moody's anticipates that debt/EBITDA will trend down gradually from nearly 5 times at year-end 2021, assuming no sizeable acquisitions. Although financial leverage is not very elevated, the flatbed segment of the truck transportation market is fragmented, competitive and exposed to end-markets that are correlated with cyclical industrial production and construction spending in North America. As an operator of heavy-duty trucks with diesel engines, Carriage Purchaser is also exposed to the environmental risk that emission regulations will become more stringent, which could result in higher engine costs. Liquidity is good. Taking into account the company's truck purchases that are funded through equipment financing notes, Moody's estimates free cash flow to be moderately positive, reflecting the need for considerable investments to maintain Carriage Purchaser's young fleet of trucks and to accommodate current freight growth. Moody's expects the financial policy of Carriage Purchaser to be more weighted to the interests of the company's new shareholders than creditors, with elevated financial leverage and cash unlikely deployed towards debt repayment. In addition, the majority of the board of directors is unlikely to be independent. The B1 rating of the $385 million senior secured term loan due 2028 considers the first lien claim of the term loan on substantially all of the company's assets, other than accounts receivable and certain other assets that secure the $100 million asset-based credit facility. The Caa1 rating of the senior unsecured notes due 2029 reflects Moody's expectation of lower recovery prospects for the notes in the event of a default, in view of the unsecured nature of these obligations. As proposed, the new senior secured term loan is expected to have covenant flexibility that, if utilized, could negatively affect creditors. The proposed terms and the final terms of the credit agreement may be materially different. Notable terms may include the following: Incremental first lien debt capacity up to (i) the greater of 1.00x of EBITDA and $140 million, plus (ii) unused capacity reallocated from the general debt basket, plus (iii) unlimited amounts subject to a first lien net leverage ratio to be set relative to closing. Amounts up to the greater of 1.00x of EBITDA and $140 million may be incurred with an earlier maturity date than the initial term loan. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. Call protections do not apply in connection with dividend recapitalizations, refinancing of material debt, or upsizing of the term loan. The stable outlook is predicated on Moody's expectation of robust revenue growth and augmented margins amid good prospects for US industrial production and construction activities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's expects that the EBITA margin will be sustained at 6% or more, debt/EBITDA will be maintained at 4 times or less, and the company will demonstrate consistently positive free cash flow while maintaining adequate investments in its fleet, such that (retained cash flow minus capital expenditures)/debt is at least 4%. The ratings could be downgraded if Moody's expects the EBITA margin to decrease below 4%, debt/EBITDA to increase to more than 4.5 times or free cash flow to be consistently negative. Tightening liquidity could also cause a ratings downgrade, as could an accelerated pace of acquisitions or an increase in average fleet age to well in excess of 30 months. The principal methodology used in these ratings was Surface Transportation and Logistics published in May 2019. Carriage Purchaser, Inc., headquartered in Birmingham, AL, is a flatbed transportation and logistics services provider that operates a fleet of more than 3,400 trucks and has 36 terminal locations in the eastern, midwestern and southeastern U.S. The company generated about $900 million of revenue in 2020. CBAC BORROWER: S&P Upgrades ICR to 'B-', Outlook Stable ------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on CBAC Borrower LLC to 'B-' from 'CCC+'. The outlook is stable. The stable outlook reflects S&P's expectation that even though CBAC's leverage will remain very high through 2022, EBITDA will cover fixed charges and liquidity will be adequate through 2022. It also incorporates its expectation that Caesars would provide support to CBAC because of its strategic importance. Caesars Entertainment Inc. recently increased its ownership of CBAC Borrower LLC, which owns the Horseshoe Baltimore Casino, to 76% by purchasing a minority interest from one of its joint venture partners. S&P said, "The upgrade to 'B-' incorporates our view that CBAC Borrower will benefit from higher-rated Caesars' majority ownership and potential support. We believe the Horseshoe Baltimore is strategically important to Caesars given the company bought out one of its minority partners and increased its ownership to 76%. In addition, we now believe Caesars will effectively control the operating entity. Previously, we did not link our rating on CBAC Borrower to our rating on Caesars despite its majority ownership. This is because of minority shareholder protections such that Caesars would not control CBAC, in our view. We believe Horseshoe Baltimore provides an avenue for Caesars to execute its long-term strategy of integrating its William Hill acquisition and building out its sports betting and online gaming. In 2020, Maryland passed a referendum allowing sports betting, and we expect it could be launched in 2021. In our view, these factors reduce the likelihood that the casino would be sold. Caesars' ownership of CBAC Borrower adds a property in a regional gaming market to its portfolio. "Furthermore, Caesars manages Horseshoe Baltimore, which shares a brand with a number of Caesars' other properties and has full access to Caesars Rewards. Integration into Caesars' player loyalty program can drive incremental visitation to Caesars' other properties, especially its destination properties in Las Vegas. We also expect Caesars will consolidate Horseshoe Baltimore into its financial reports. Nevertheless, we believe there may be limits to the extent of support Caesars would provide CBAC. CBAC has its own stand-alone financing, which we expect will remain in place at least in the short term. Caesars does not guarantee CBAC's debt and there are no cross-default provisions. As a result, we impute only one notch of support. "We expect to consolidate CBAC's cash flow and debt in our base-case forecast for Caesars' credit measures, although the size of the investment and additional cash flow from CBAC will constitute only a small portion of Caesars' overall cash flow base. As a result, we do not expect the acquisition to substantially affect on our forecast credit measures. "Despite strong recovery in the Baltimore-Washington gaming market, we continue to expect CBAC's leverage to remain very high. Since March, video gaming terminal revenue has exceeded revenue before the COVID-19 pandemic. The recovery in table games lagged that of video gaming terminals because of operating restrictions that limited the number of seats at tables. However, since May, table game revenue has surpassed its corresponding period in 2019. As such, we modestly increased our base-case forecast for CBAC's revenue and EBITDA, but continue to expect leverage to remain elevated through 2022 and possibly unsustainable for a single casino operator with a disadvantaged market position. But we believe CBAC's cash flow will recover enough to sufficiently cover its fixed charges in 2021. This, coupled with excess cash on the balance sheet, should support adequate liquidity and reduce the likelihood of a credit shortfall over the next 12 months. "Given recent operating trends, good forecast consumer spending growth, and strong demand for gaming, we now expect 2021 revenue to be about 5%-10% below 2019 and EBITDA increased up to 5% compared to our previous base-case forecast for revenue and EBITDA to be down about 10%-20%. We assume the pace of demand for gaming moderates in 2022 as consumers deplete accumulated savings and government stimulus funds and as alternate entertainment and travel options fully open. As a result, we forecast CBAC's 2022 revenue could be 5%-10% above 2021 (and flat to about 5% below 2019). We also assume some of the cost containment measures that CBAC enacted during the pandemic could improve margins through 2022. As a result, we forecast CBAC's consolidated adjusted leverage will remain above 7.5x through 2022. "Horseshoe Baltimore has a weak position in a competitive but deep gaming market.It operates in the highly competitive Baltimore-Washington market. Although we view the market favorably in terms of population density, income demographics, and propensity to game, there are six competing properties within 100 miles, three of which are within 50 miles. We believe Horseshoe Baltimore's urban location and more limited amenities create challenges attracting customer traffic. We believe this has resulted in Horseshoe Baltimore's weak position in the market. Over the past two years, its market share of gross gaming revenue has been below its fair share of gaming positions. Nevertheless, we believe the property benefits somewhat in attracting customers as part of Caesars' player loyalty program. "The stable outlook reflects our expectation that even though CBAC's leverage will remain very high through 2022, we anticipate EBITDA will cover fixed charges and adequate liquidity through 2022. It also incorporates our expectation that Caesars would provide support to CBAC if needed because of CBAC's strategic importance." S&P could lower CBAC's ratings if: -- S&P lowered the ratings on Caesars, potentially due to weaker operating results than we forecast or more aggressive financial policies; or -- S&P no longer believed Caesars would provide support to CBAC. S&P could upgrade CBAC if: -- Caesars' credit quality improved; or -- S&P believed CBAC's strategic importance to the group had increased. This could occur if S&P expected Caesars to sustain leverage below 7x, Caesars refinanced CBAC's credit facility at the parent level, or provided a parent guarantee. CBD COLONY STREET: Taps Auction Advisors to Sell Meriden Properties ------------------------------------------------------------------- CBD Colony Street, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Auction Advisors to market and sell its real properties located at 9-11 and 13-15-17 Colony St., Meriden, Conn. Auction Advisors will be paid a 10 percent buyer's premium from the buyer of the properties, which will be added to the buyer's high bid amount to determine the final purchase price. The firm will also receive expense reimbursement of up to $2,500. Joshua Olshin, a partner at Auction Advisors, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joshua Olshin Auction Advisors 1350 6th Ave 2nd Floor New York, NY 10019 Tel: (800) 862-4348 About CBD Colony Street LLC CBD Colony Street, LLC filed a voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-10985) on May 21, 2021, listing as much as $500,000 in both assets and liabilities. Aaron Twersky, managing member, signed the petition. Judge Sean H. Lane oversees the case. Kirby Aisner & Curley, LLP serves as the Debtor's legal counsel. CEDAR FAIR: Egan-Jones Keeps CCC Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on September 1, 2021, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Cedar Fair, L.P. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Sandusky, Ohio, Cedar Fair, L.P. owns and operates amusement parks. CHENIERE ENERGY: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable ------------------------------------------------------------------ Fitch Ratings has upgraded Cheniere Energy Partners, L.P.'s (CQP) Long-Term Issuer Default Rating (IDR) to 'BB+' from 'BB' and the senior unsecured rating to 'BB+'/'RR4' from 'BB'/'RR4'. The Rating Outlook is revised to Stable from Positive. The upgrade reflects upcoming leverage reductions and FCF increases at CQP's subsidiaries. Sabine Pass Liquification's (SPL; BBB-/Positive) unlevered Train 6 is slated to come online in 1Q2022, nine months earlier than Fitch previously expected. Cheniere Marketing (CMI) has also increased revenues (about 12% of CQP's revenues) due to a run-up in global LNG prices, which are double the level of last summer, and increased excess capacity for marketing. CQP's rating reflects the stable cash flows provided by long-term sale and purchase agreements (SPA) at SPL with investment-grade counterparties that effectively pass through fixed and variable expenses. These factors are offset by the structural subordination of CQP's debt to significant project-level debt at SPL, refinancing risk at SPL and the lack of a planned redundant storage tank at Sabine. KEY RATING DRIVERS Long-Term Contracted Cash Flows: Fitch believes the contract structure insulates cash flows from demand trends in the global LNG market and provides stable cash flows of consolidated debt obligations. SPLs' cash flows are backed by long-term SPAs with investment-grade counterparties. Each SPA provides revenue from a fixed- capacity fee paid regardless of LNG volumes lifted and a commodity based variable fee on LNG volumes delivered, equal to 115% of current Henry Hub prices. Fitch notes that Train 6 is not fully contracted and Cheniere announced it will assign a SPA for the remaining open capacity from an investment-grade counterparty by Train 6's completion. High-Quality Counterparties: SPLs' counterparties for the long-term SPAs are investment-grade. Concerns relate to the 'BBB' rated customers, namely Naturgy and GAIL, under a low-likelihood/high-severity scenario of customer nonpayment. The SPL indenture contains a cash trap provision preventing cash distributions to CQP if forward-looking debt service coverage ratios are less than 1.20x. The most likely way to trigger a cash trap is non-payment from a long-term customer during a period of low spot prices, as these two tend to correlate. This nonpayment risk is remote, but does factor into the rating. Financial Policy Supports Leverage Reduction: The recently announced capital allocation strategy supports debt reduction and migration of project level debt to CQP while initiating a dividend and restarting the share repurchase program at Cheniere. Under Fitch's forecast, free cash flow turns positive in 2022 and consolidated leverage trends lower, approaching 5.0x by 2022. Train 6 construction is fully funded and future capex is limited to debottlenecking projects. Fitch expects leverage to remain around 5.0x through 2024. The debt reduction matches management's strategy to lower consolidated leverage at Cheniere to below 5.0x as it begins shareholder returns in 3Q 2021 and funds the Stage 3 project at Corpus Christi. LNG Sales Rebound: CQP's volumes rebounded to pre-pandemic levels, loading 630 TBtu in 1H 2021, above the 578 TBtu loaded in 1H2019. The strong rebound is due to the severe winter cold in Asia, and low European gas storage levels while demand picks up as countries accelerate its transition to green energy. Global LNG prices are also near all-time highs with prices more than doubled compared to last summer. This trend contrasts 2020 when SPLs' long-term customers cancelled cargos permitted under the SPAs. SPL continued receiving fixed-capacity payments of about $2.9 billion despite the cancellations. Based on Fitch's price deck, additional cargo cancellations are not expected during the forecast. More Cargos for CMI: Fitch believes there is better visibility into CMI revenues, as it enters more medium-term (2-3 year) contracts Excess capacity not lifted by the long-term off-takers can be marketed by CMI through a contract between CMI and SPL. These LNG sales provided earnings upside historically and vary based on demand, global production capacity, weather and government policy. Cheniere's ability to quantify and mitigate emissions to support clean energy policies is critical to remaining competitive in the global LNG markets, and especially for CMI sales, as the energy transition accelerates. Fitch includes CMI revenues in the rating case, based on the resilience seen during 2020 and higher volumes available to CMI. CMI revenues are up 71% YTD 2021 compared with 2020. SPL's train production improved by an average 3% after completing debottlenecking projects and CMI is contracting 90% of capacity, up from 80%. Fitch believes the revenues from short- to medium-term sales are more volatile than those generated under long-term contracts. Structural Subordination: CQP is structurally subordinate to $13.7 billion in SPL nonrecourse project debt used for the construction and development of Trains 1-5. Project debt covenants restrict distributions to CQP, subject to coverage tests. Significant project debt maturities occur every year. Refinancing of SPL project debt requires full amortization of principal within the SPA term and reduces cash available for distributions to CQP over the long term. The company plans to migrate portions of SPL debt to CQP to alleviate the structural subordination of CQP's debt. Structural Complexity: The ratings consider that CQP is structured as a bankruptcy-remote entity from SPL. There are weak legal ties between the obligations of CQP and its subsidiary SPL, and operational linkages are much stronger, as SPL could not operate without use of the storage, regasification and loading facilities owned by CQP. While the ratings between SPL and CQP are not linked, Sabine Pass is the primary revenue generator for parent Cheniere. These companies have a one notch difference due to the potential for cash traps at the project level, limiting upstream cash to CQP. DERIVATION SUMMARY CQP's consolidated operations are supported by long-term, take-or-pay style contracts for import, export and pipeline capacity. Its contract tenor, earnings and stable cash flow profile compares favorably with midstream energy peers, such as Boardwalk Pipeline Partners LP (BBB-/Positive) and New Fortress Energy (BB-/Stable). Boardwalk has subsidiaries with very low leverage, while debt at its operating companies pose no threat of a cash trap. For NFE, the majority of its subsidiaries do not have project level debt. In contrast, SPL is more highly levered, and in a combined and severe downside case of payment default by a large customer and weak merchant price forecast realizations, cash could be trapped. Fitch notes SPL' contracts have a more substantial duration the majority of its midstream peers and are primarily fee-based revenue with a pass-through of fixed and variables costs. On this basis, Fitch considers CQP's business risk profile to be similar to a company with full take-or-pay contracts. SPLs' current contracts on Trains 1-5 have between 15 to 18 years remaining, providing a significant amount of revenue and earnings. The contracts are with investment-grade counterparties, in contrast to NFE that has over 60% of its counterparties based in non-investment countries. NFE's contract tenor compare favorably with CQP, averaging about 15 years. However, even after the Hygo and Golar acquisitions, it has a lower portion of fixed take-or-pay revenues, is exposed to changes in commodity price and offtake volumes, and is smaller scale than CQP, factors which drive the difference in ratings. Consolidated leverage levels are falling for CQP, and will compare more favorably with Fitch's rated midstream coverage. Fitch expects consolidated debt with equity credit/operating EBITDA of 6.0x in 2021, declining to around 5.0x under the rating case versus Fitch's expectations of leverage for 'BB' midstream issuers in the 5.0x to 5.5x range. Fitch believes the growth of CQP's operating profile, its demonstrated ability to manage construction and completion risks at liquefaction projects, and cash flow stability provided by long-term capacity contracts are meaningful offsets to relatively higher consolidated leverage. Cash flows are primarily derived from operations at Sabine Pass and the ratings consider the structural subordination CQP's debt has to Sabine's high levels of project level financing. KEY ASSUMPTIONS -- Fitch's price deck, e.g. for 2021 Henry Hub (HH) of $3.40/MMBtu, Title Transfer Facility (TTF) and National Balancing Point (NBP) of $10 of natural gas, and for 2022, HH at $2.75, TTF/NBP at $6 and long-term natural-gas price at HH of $2.45 and TTF/NBP of $5; -- Construction of Train 6 at SPL is complete, consistent with management expectations of 1Q 2021; -- Tolling Use Agreement payments to Sabine Pass LNG from third parties remain stable until contract expiration in 2029; -- Train capacity is in line with management's guidance of 4.9 5.1 mtps, contracted at 90%; -- CMI revenues are assumed in the rating case; -- Consolidated debt reduction in line with management guidance; -- Upstream distributions to CQP increase based on MLP payout terms. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Consolidated total debt with operating credit to operating EBITDA below 5.5x on a sustained basis, which would allow the company to receive a rating closer to Sabine Pass' rating, although still likely notched below Sabine Pass' rating; -- Positive rating action at Sabine Pass. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Any construction or operating delays at Sabine Pass beyond the original construction completion of first-half 2023 that delay or deteriorate cash flows or increase leverage; -- New debt at SPLNG or CTPL; -- Negative ratings actions at Sabine Pass; -- A multi-notch downgrade or financial distress of any SPA counterparty; -- Consolidated total debt with operating credit to operating EBITDA above 6.5x expected on a sustained basis. 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: As of June 30, 2021, CQP's consolidated liquidity was approximately $2.8 billion, including $1.2 billion unrestricted cash. SPL maintains a revolving credit facility which is primarily used for gas procurement. The revolver matures in 2025 and had $804 million available for borrowing as of June 30, 2021. CQP has its own $750 million revolver that is currently unutilized and matures in 2024. Management stated that the remaining construction expenditures are expected to be funded through cash on hand and FCF. CQP and its subsidiaries have large cash accounts, with amounts held at SPL considered restricted totaling $65 million as of June 30, 2021. These amounts are available to CQP as long as DSCR is equal to or greater than 1.25x in the next 12 months and the previous 12 months. Fitch anticipates that distributions to CQP will not be restricted by the distribution test and will increase as Train 6 comes online. While this cash is held at a non-recourse entity and can be withheld for a variety of reasons, Fitch continues to believe that CQP's liquidity remains sufficient to meet its needs and will not be limited by the distribution test. Maturities Manageable but Steady: CQP's and SPL's near-term maturities are manageable. The secured revolver is CQP's earliest maturity in 2024. SPL's maturity profile is a bit more aggressively laddered, with SPL having between $1.0 billion and $2.0 billion project level debt maturing annually from 2022 through 2028 with $1 billion due in March 2022. Management indicated it expects to refinance these maturing obligations with a combination of project level debt, amortizing debt, CQP unsecured notes and cash repayments to shift project level debt to the CQP and reduce leverage. ISSUER PROFILE CQP is a master limited partnership owning a LNG import-export facility and a Federal Energy Regulatory Commission regulated interstate natural gas pipeline operating subsidiary, Creole Trail Pipeline LP. Through its subsidiary, SPL, it owns and operates liquefaction facility located in Cameron Parish, Louisiana in the U.S. Gulf Coast. The SPL facility includes six liquefaction trains that convert natural gas (delivered to the facility via several interstate pipelines) into LNG. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch adjusted the restricted cash accounts on the balance sheet on a historical basis to show cash available at guarantor subsidiaries. ESG CONSIDERATIONS CQP has a relevance Score of '4' for Group Structure and Financial Transparency as it possesses a complex group structure, with significant related party transactions and ownership concentration. This 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. CLEAN ENERGY: Enters Into Note Purchase Agreement with Geneva Roth ------------------------------------------------------------------ Clean Energy Technology, Inc. entered into a Securities Purchase Agreement and a $226,345 Original Issue Discount Note due Sept. 7, 2022 with interest at 10% per annum with Geneva Roth Remark Holdings Inc., a New York corporation. Under the terms of the Note, the original issue discount is $23,345.00, netting the Company $203,000; principal and interest to be paid in 10 monthly payments commencing Oct. 30, 2021, in the amount of $23,828.44 per month, with a five day grace period for each payment. An event of default under the Note occurs for the failure of the Company to pay interest and principal after the application of the grace period, breach of covenants, representations and warranties, receivership and bankruptcy, delisting of the Company stock, failure to comply with timely filings with the Securities and Exchange Commission, financial restatements, cross defaults with agreements with Geneva, and replacement of the transfer agent. Upon an event of default the Note will become immediately payable and the Company shall be required to pay, 150% of the sum of the outstanding principal amount, accrued interest and default interest of 22%. If the default amount is not paid within five days of the event of default Geneva may convert such outstanding amounts into common stock of the Company at a 30% discount to the lowest closing bid price for the common stock for the five trading days prior to conversion, subject to Geneva's limitation of 4.99% ownership at any time prior to the full conversion of stock. The Securities Purchase Agreement contains representations, warranties, covenants and events of default customarily found in similar transactions. About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- designs, produces and markets clean energy products and integrated solutions focused on energy efficiency and renewables. Clean Energy reported a net loss of $3.44 million for the year ended Dec. 31, 2020, compared to a net loss of $2.56 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $5.84 million in total assets, $8.23 million in total liabilities, and a total stockholders' deficit of $2.39 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has an accumulated deficit, net losses, negative working capital, and has utilized significant net cash in operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. CMC II: PCO Updates Court on Governor's Creek Facility ------------------------------------------------------ Susan N. Goodman, appointed Patient Care Ombudsman for CMC II, LLC and affiliated debtors, filed with the U.S. Bankruptcy Court for the District of Delaware a second supplemental report on the Debtors' facility at Governor's Creek Health and Rehabilitation for the period from August 3 through September 7, 2021. The Florida Agency for Health Care Administration (AHCA) performed its annual survey at the end of August 2021, and regional operational leadership proactively shared the exit survey findings with PCO. The facility experienced management team attrition, which according to the PCO, was not bankruptcy-related. A new Executive Director was hired, she said. An increase in census was noted due to a post-acute, 14-bed COVID unit serving the nearby acute care facilities. While many patients discharge out of the Governor's facility, some end up staying as residents. The facility has been able to remain off the admission moratorium that occurs if staffing levels fall and remain below mandated ratios for at least two days, although it remains heavily dependent on agency staffing, the PCO disclosed. A copy of the Supplemental Report is available for free at https://bit.ly/3EbOOIY from Stretto, claims agent. About CMC II, et al. CMC II, LLC, 207 Marshall Drive Operations LLC, 803 Oak Street Operations LLC and three inactive affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10461) on March 1, 2021. CMC II, LLC, et al., are part of a group of Consulate Health care corporate affiliates that manage and operate 140 skilled nursing facilities. CMC II provides management and support services to approximately 140 SNFs, each of which is operated by an affiliate of the Debtors under the common ownership of non-Debtor LaVie Care Centers, LLC, doing business as Consulate Health Care. 207 Marshall Drive Operations LLC operates Marshall Health and Rehabilitation Center, a 120-bed SNF located in Perry, Florida. 803 Oak Street Operations LLC operates Governor's Creek Health and Rehabilitation, a 120-bed SNF located in Green Cove Springs, Florida. CMC II estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. The Hon. John T. Dorsey is the case judge. The Debtors tapped Chipman Brown Cicero & Cole, LLP, as counsel; and Alvarez & Marsal North America, LLC as restructuring advisor. Evans Senior Investments is the Debtors' broker. Stretto is the claims agent. COLT MORTGAGE 2021-3: Fitch Assigns B Rating on B2 Certs -------------------------------------------------------- Fitch Ratings assigns ratings to the residential mortgage-backed certificates issued by COLT 2021-3 Mortgage Loan Trust. DEBT RATING PRIOR ---- ------ ----- COLT 2021-3 A1 LT AAAsf New Rating AAA(EXP)sf A2 LT AAsf New Rating AA(EXP)sf A3 LT Asf New Rating A(EXP)sf M1 LT BBBsf New Rating BBB(EXP)sf B1 LT BBsf New Rating BB(EXP)sf B2 LT Bsf New Rating B(EXP)sf B3 LT NRsf New Rating NR(EXP)sf AIOS LT NRsf New Rating NR(EXP)sf X LT NRsf New Rating NR(EXP)sf TRANSACTION SUMMARY Loans in the pool were originated by multiple originators and aggregated by Hudson Advisors. All loans are currently or will be serviced by Select Portfolio Servicing, Inc. The certificates are supported by 557 loans with a total balance of approximately $383 million as of the cutoff date. KEY RATING DRIVERS Non-QM Credit Quality (Mixed): The collateral consists of 557 loans, totaling $383 million and seasoned approximately one month in aggregate. The borrowers have a strong credit profile -- 743 model FICO and 38% debt-to-income ratio (which includes mapping for debt service coverage ratio [DSCR] loans); and moderate leverage -- 81% sustainable loan-to-value ratio. The pool consists of 74.3% of loans treated as owner occupied, while 25.7% were treated as an investor property (21.5%) or second home (4.2%). Additionally, 9.5% of the loans were originated through a retail channel, and 4.0% are designated as a qualified mortgage (QM) loan, while 74.5% are non-QM, and the remainder Ability to Repay Rule (ATR) does not apply. Lastly, there are currently four loans that are 30 days delinquent. Loan Documentation (Negative): Approximately 84% of the pool was underwritten to less than full documentation, and 61% was underwritten to a 12- or 24-month bank statement program for verifying income, which is not consistent with Appendix Q standards and Fitch's view of a full documentation program. A key distinction between this pool and legacy Alt-A loans is that these loans adhere to underwriting and documentation standards required under the Consumer Finance Protection Bureau's ATR, which reduces the risk of borrower default arising from lack of affordability, misrepresentation or other operational quality risks due to rigor of the ATR's mandates regarding the underwriting and documentation of the borrower's ability to repay. Additionally, 17.0% is DSCR or no ratio product, 4.6% is an asset depletion product, and the remaining 1.6% is a mixture of other alternative documentation products. Separately, close to 4.5% of the loans were originated to foreign nationals or nonpermanent resident aliens or are unknown. Modified Sequential Payment Structure (Mixed): The structure distributes principal pro rata among the senior certificates while shutting out the subordinate bonds from principal until all senior classes are reduced to zero. If a cumulative loss trigger event, delinquency trigger event or credit enhancement (CE) trigger event occurs in a given period, principal will be distributed sequentially to class A-1, A-2 and A-3 certificates until they are reduced to zero. Excess Cash Flow (Positive): The transaction benefits from a material amount of excess cash flow that provides benefit to the rated certificates before being paid out to class X certificates. The excess is available to pay timely interest and protect against realized losses, resulting in a CE amount that is less than Fitch's loss expectations for all classes except for the A1. To the extent the collateral weighted-average coupon (WAC) and corresponding excess are reduced through a rate modification, Fitch would view the impact as credit neutral, as the modification would reduce the borrower's probability of default, resulting in a lower loss expectation. As a sensitivity to Fitch's rating stresses, Fitch took into account a WAC deterioration that varied by rating stress. The WAC cut was derived by assuming a 2.5% cut (based on the most common historical modification rate) on 40% (historical Alt-A modification percent) of the performing loans. Although the WAC reduction stress is based on historical modification rates, Fitch did not include the WAC reduction stress in its testing of the delinquency trigger. Fitch viewed the WAC deterioration as more of a pre-emptive cut given the ongoing macro and regulatory environment. A portion of borrowers will likely be impaired but not ultimately default. Further, this approach had the largest impact on the Backloaded Benchmark scenario, which is also the most probable outcome, as defaults and liquidations are not likely to be extensive over the next 12 to 18 months given the ongoing borrower relief and eviction moratoriums. Limited Advancing (Positive): The deal is structured to six months of servicer advances for delinquent principal and interest. The limited advancing reduces loss severities as there is a lower amount repaid to the servicer when a loan liquidates and liquidation proceeds are prioritized to cover principal repayment over accrued but unpaid interest. The downside to this is the additional stress on the structure side as there is limited liquidity in the event of large and extended delinquencies. Updated Economic Risk Factor (Positive): Consistent with the Additional Scenario Analysis section of Fitch's "U.S. RMBS Coronavirus-Related Analytical Assumptions" criteria, Fitch will consider applying additional scenario analysis based on stressed assumptions as described in the section to remain consistent with significant revisions to Fitch's macroeconomic baseline scenario or if actual performance data indicate the current assumptions require reconsideration. In response to revisions made to Fitch's macroeconomic baseline scenario, observed actual performance data, and the unexpected development in the health crisis arising from the advancement and availability of coronavirus vaccines, Fitch reconsidered the application of the coronavirus-related Economic Risk Factor (ERF) floors of 2.0 and used ERF floors of 1.5 and 1.0 for the 'BBsf' and 'Bsf' rating stresses, respectively. Fitch's "Global Economic Outlook - March 2021" and related baseline economic scenario forecasts have been revised to 6.2% U.S. GDP growth for 2021 and 3.3% for 2022 following negative 3.5% GDP growth in 2020. Additionally, Fitch's U.S. unemployment forecasts for 2021 and 2022 are 5.8% and 4.7%, respectively, which is down from 8.1% in 2020. These revised forecasts support Fitch reverting to the 1.5 and 1.0 ERF floors described in Fitch's "U.S. RMBS Loan Loss Model Criteria." RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch incorporates a sensitivity analysis to demonstrate how the ratings would react to steeper market value declines (MVDs) than assumed at the MSA level. Sensitivity analysis was conducted at the state and national level to assess the effect of higher MVDs for the subject pool. -- This defined negative rating sensitivity analysis demonstrates how the ratings would react to steeper MVDs at the national level. The analysis assumes MVDs of 10.0%, 20.0% and 30.0% in addition to the model-projected 39.3% at 'AAA'. The analysis indicates that there is some potential rating migration with higher MVDs for all rated classes, compared with the model projection. Specifically, a 10% additional decline in home prices would lower all rated classes by one full category. Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch incorporates a sensitivity analysis to demonstrate how the ratings would react to steeper MVDs than assumed at the MSA level. Sensitivity analysis was conducted at the state and national level to assess the effect of lower MVDs. -- This defined positive rating sensitivity analysis demonstrates how the ratings would react to positive home price growth of 10% with no assumed overvaluation. Excluding the senior class, which is already rated 'AAAsf', the analysis indicates there is potential positive rating migration for all of the rated classes. Specifically, a 10% gain in home prices would result in a full category upgrade for the rated class excluding those being assigned ratings of 'AAAsf'. This section provides insight into the model-implied sensitivities the transaction faces when one assumption is modified, while holding others equal. The modeling process uses the modification of these variables to reflect asset performance in up and down environments. The results should only be considered as one potential outcome, as the transaction is exposed to multiple dynamic risk factors. It should not be used as an indicator of possible future performance. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Structured Finance transactions have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of seven 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 seven notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings are based on historical performance. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as prepared by AMC, Evolve, Recovco, and Selene Diligence. The third-party due diligence described in Form 15E focused on credit, compliance, and property valuation reviews. Fitch considered this information in its analysis and, as a result, Fitch made the following adjustment(s) to its analysis: a 5% default reduction at the loan level. This adjustment resulted in a 48bps reduction to the 'AAAsf' expected loss. DATA ADEQUACY Data was provided based on the ASF layout, and is considered sufficiently robust, relative to its materiality to the rating. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. COLUMBUS MCKINNON: Egan-Jones Keeps BB- Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2021, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Columbus McKinnon Corporation. Headquartered in Getzville, New York, Columbus McKinnon Corporation of New York designs, manufactures, and distributes a variety of material handling, lifting, and positioning products. CRECHALE PROPERTIES: Nov. 4 Hearing on Disclosure Statement ----------------------------------------------------------- Judge Katharine M. Samson has entered an order setting a hearing to consider the approval of the disclosure statement of Crechale Properties, LLC, for Nov. 4, 2021 at 1:30 p.m. The hearing will be held in the U.S. Bankruptcy Court for the Southern District of Mississippi, William M. Colmer Federal Building, Courtroom 2, 701 North Main Street, Hattiesburg, Mississippi. Oct. 28, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement. About Crechale Properties Crechale Properties, LLC, is primarily engaged in the operation of apartment buildings. Crechale Properties filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 21-50079) on Jan. 21, 2021. Elizabeth Crechale, the manager, signed the petition. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Katharine M. Samson presides over the case. Lentz & Little, PA, serves as the Debtor's legal counsel. CSG SYSTEMS: Egan-Jones Keeps BB Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on September 2, 2021, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by CSG Systems International, Inc. Headquartered in Englewood, Colorado, CSG Systems International, Inc. provides customer care and billing solutions for cable television providers, direct broadcast satellite providers, on-line services markets, and telephony providers. CYPRUS MINES: Plan Exclusivity Extended Until December 8 -------------------------------------------------------- At the behest of Cyprus Mines Corporation, Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended the period in which the Debtor may file a Chapter 11 Plan through and including December 8, 2021, and to solicit acceptances through and including February 6, 2022. This is Debtor's second exclusivity periods extension. The Debtor's case presents complex issues of bankruptcy law, particularly in the context of mass tort trusts, and involves hundreds of Talc Personal Injury Claims (as defined in the First Day Declaration) alleged against the Debtor. That includes the cases of Imerys Talc America, Inc. and its affiliate debtors, including a pre-petition settlement agreement among the Debtor, its parent, Imerys, and related parties (the "Proposed Settlement"). Since the first extension of the Exclusive Periods, the Court appointed Roger Frankel as the Future Claimants' Representative (the "FCR"), on June 10, 2021. Since then, the FCR and his retention of professionals, the Committee, and FCR have conducted due diligence regarding the proposed Plan and Disclosure Statement, along with the Proposed Settlement embodied in the Plan, and the Debtor and its professionals have responded to those parties' due diligence requests. The Committee and the FCR also continue to review the treatment of Talc Personal Injury Claims in connection with the plan proposed in the Imerys cases to evaluate whether the plan structure contemplated by the Proposed Settlement is in the best interests of the estate and its creditors. The Debtor is current on its payments to the U.S. Trustee on account of quarterly fees. Although the Plan was filed shortly after the Petition Date, the Debtor will use the additional time to: (i) allow the Committee and the FCR to complete their due diligence concerning the Plan and related Proposed Settlement; and (ii) negotiate with the Committee and the FCR regarding the terms of the Plan. The extension of the Exclusive Periods will benefit creditors by avoiding the drain on estate assets attendant to a competing chapter 11 plan. All stakeholders will benefit from the resultant continued stability and predictability. It will allow the Debtor to continue to work cooperatively with key constituents toward the goal of confirming and implementing a consensual plan in the most cost-efficient manner possible. A copy of the Debtor's Motion to extend is available at https://bit.ly/3k0T8CE from Prmeclerk.com. A copy of the Court's Extension Order is available at https://bit.ly/3llp9VM from Primeclerk.com. About Cyprus Mines Corporation Cyprus Mines Corporation is a Delaware corporation and a wholly-owned subsidiary of Cyprus Amax Minerals Co., which is an indirect subsidiary of Freeport-McMoRan Inc. It currently has relatively limited business operations, which include the ownership of various parcels of real property, certain royalty interests that generate de minimis revenue (e.g., less than $1,500 in each of the past two calendar years), and the ownership of an operating subsidiary that conducts marketing activities. Cyprus Mines is a predecessor in the interest of Imerys Talc America, Inc. In June 1992, Cyprus Mines sold its talc-related assets to RTZ America Inc. (later known as Rio Tinto America, Inc.) through a two-step process. First, Cyprus Mines transferred its talc-related assets and liabilities (subject to minor exceptions) to Cyprus Talc Corporation, a newly formed subsidiary of Cyprus Mines, according to an Agreement of Transfer and Assumption, dated June 5, 1992. Second, Cyprus Mines sold the stock of Cyprus Talc Corporation to RTZ according to a Stock Purchase Agreement, also dated June 5, 1992 (as amended, the "1992 SPA"). The purchase price was approximately $79.5 million. Cyprus Talc Corporation was later renamed Imerys Talc America, Inc. Under the 1992 ATA, the entity now named Imerys expressly and broadly assumed the talc liabilities of Cyprus Mines and its former subsidiaries that were in the talc business. Cyprus Mines filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 21-10398) on February 11, 2021, listing between $10 million and $50 million in assets, and between $1 million and $10 million in liabilities. The Honorable Laurie Selber Silverstein is the case judge. The Debtor tapped Reed Smith LLP as bankruptcy counsel, Kasowitz Benson Torres LLP as special conflicts counsel, and Prime Clerk LLC as claims agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of tort claimants on March 4, 2021. The tort committee is represented by Caplin & Drysdale, Chartered, and Campbell & Levine, LLC. Province, LLC, and Axlor Consulting, LLC serve as the tort committee's financial advisor and consultant, respectively. Roger Frankel serves as the legal representative for future personal injury claimants. The FCR tapped Togut, Segal & Segal, LLP, Burr & Forman, LLP, and Frankel Wyron, LLP as bankruptcy counsel; Anderson Kill, PC as special insurance counsel; and Province, LLC as financial advisor. The FCR also tapped the services of an economic expert, Berkeley Research Group, LLC. DAME CONTRACTING: Case Summary & 18 Unsecured Creditors ------------------------------------------------------- Debtor: Dame Contracting, Inc. 11170 Old Sound Avenue Mattituck, NY 11952 Business Description: Dame Contracting, Inc. provides nonresidential building construction services. Chapter 11 Petition Date: September 13, 2021 Court: United States Bankruptcy Court Eastern District of New York Case No.: 21-71627 Debtor's Counsel: Adam P. Wofse, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Tel: 516-826-6500 Email: awofse@lhmlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James Connolly as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TRZ6Y4I/Dame_Contracting_Inc__nyebke-21-71627__0001.0.pdf?mcid=tGE4TAMA DEA BROTHERS: Unsecureds Will Get 5%; Disclosure Hearing Oct. 21 ---------------------------------------------------------------- DEA Brothers Sisters LLC submitted a First Amended Disclosure Statement describing its Chapter 11 Plan of Reorganization dated September 9, 2021. The Debtor owns and operates the entity's single multi-tenant retail strip center. Existing liens per Debtor's bankruptcy petition, prior to loan cramdowns, total approximately $2,125,000 ($1,850,000 1st Loan and $275,000 4th Loan). In addition, there are the two secured tax liens with the approximate balance of $299,000 which A&G has acknowledged as its sole responsibility and liability. In addition, the bankruptcy petition reveals Debtor assets of $32,081 in cash and $49,050 in accounts receivable which by this time well exceed 120 days past due. There has been and currently is an LA County Eviction Moratorium which bars landlords from evicting non-paying commercial tenants. Three of the subject property's six tenants are presently not paying their rent while Debtor is unable to evict and the tenants will not voluntarily vacate their non-paying units. On August 25, 2021, the Court held an Evidentiary Hearing to determine the fair market value of the subject property. Debtor had provided 3 appraisals from its two appraisers, one for $1,445,000 from its designated appraisal, Mr. Roger Douglass, and two for $1,500,000 million from the joint parties' agreed 3rd party expert appraiser, Mr. Rod Heffington. In strong contrast, A&G had submitted multiple appraisals from its designated appraiser, Mr. Mike Young, with his final appraisal being $2,570,000. The purpose of the evidentiary hearing was therefore to determine a current fair market property value. After receiving substantial evidence and hearing the testimony of 3 expert witnesses, the Court issued its Order of Valuation in the amount of $1,700,000. The anticipated future of the company, although static at present, is bright at this time. There will be a time at some indefinite point in the future when occurrences of the delta variant of the Corona Virus will subside and Los Angeles County will eliminate its eviction moratorium, at which time either Debtor will evict its nonpaying tenants or work a financial deal with them for continued paying tenancies. At that time, the Debtor will be able to move forward with the property in a positive financial direction—such as at the end of a recession. A very positive aspect of this future is that Debtor's Managing Member will pledge substantial financial funds on a monthly basis going forward which will assure that the first lien holder, plan recipients, and property expenses will be satisfactorily paid according to Debtor's Chapter 11 Plan. The funding of the Plan will be accomplished through available cash on the Effective Date of the Plan, the scheduled future monthly disposable income, and up front capitalization and monthly contributions on an as needed basis. * First, there is presently a cash balance of $32,021. In Debtor's DIP Account ending June, 2021. Further, it is Mr. Jiwani's intention to personally pay the Debtor's administrative attorney fees, as approved by this Court, in full to Mr. Bauer, prior to the effective date of the Plan. These fees will consist of 2nd Interim Fees and Final Fees which are estimated to be $60,000 per this Disclosure Statement. In addition, it is Mr. Jiwani's intention to make an independent deposit of $5,000/mo. into the Debtor's business account following Confirmation on a monthly basis in order to assist with monthly cash flow. * Also, Debtor estimates that projected "future monthly disposable income" available to pay all plan creditors for the 5 year period of the Plan following confirmation is a minimum of $624,000 based upon presently available monthly income. Mr. Hefington, the parties' jointly approved expert appraiser, has identified the fact that there are presently 3 units at the complex which are not paying rent. These units are #2 and #3 (under joint lease) and unit #5. Per Mr. Hefington's expert appraisal, the market rent pertaining to units #2 and #3 will increase the over Gross Income by almost $1000 when valuing each unit at a genuine market rent. In any case, Mr. Jiwani's $5000/mo. contribution will handle the worst case scenario regarding the property's monthly flow. * Thus, with Mr. Jiwani's scheduled contributions of $5,000/mo. and excellent potential for increasing the property's rental income over time, Debtor will have ample resources with which to successfully fund this Chapter 11 Plan. The general unsecured creditor per the scheduling within this Chapter 11 Plan will receive the specific, identifiable return of no less than 5% of their identified, court approved debt. In Class 2, with an approved claim of $275,000, this would amount to a minimum amount of $13,750. At A&G's claim amount of $497,000, this amount would become $24,850. In addition, since these tax debts are in the name of Mr. Ignacio Hernandez, the IRS and FTB will be free to pursue any collection remedies they wish against him and/or A&G with respect to his tax obligations for the remaining 95% of the debt. In addition, since A&G intends to object to confirmation based upon the "absolute priority rule," it will also receive the benefit of any return required by this Court to satisfy that rule. Further, should this Court rule that Mr. Gonzalez' tax liens should remain a Chapter 11 obligation for Debtor, both the IRS and FTB will receive an equal 5% return of their balances. The "Best Interests" test will therefore be satisfied in favor of Chapter 11 confirmation. The Debtor will have a net cash fund available of approximately $31,200 on the Effective Date of the Plan. Also, it is important to note that Mr. Jiwani has promised to pay Bauer's attorneys fees in the amount of no less than $60,000 with personal funds which will greatly lighten the load financially for the Debtor corresponding to this Court's Interim and Final Orders for Legal Fees. This promise is put in the form of a Declaration accompanying this Disclosure Statement and Plan with sufficient facts to support confirmation. The Debtor generates a minimum of $624,000 in monthly scheduled gross income based upon current rents received at a 40% vacancy/income loss rate. This amount will increase based upon Mr. Jiwani's personal monthly contribution in the minimum amount of $5,000/month. Scheduled monthly income (at a continued 40% rental loss), expenses per DIP identification, the stipulated payment for the impaired First Loan, and full payments scheduled to the Tax Liens (Class 2) and to A&G (Class 3) at its full claim amount. In addition, the DIP account's current balance is approximately $31,203. The hearing to consider approval of the Disclosure Statement is set for October 21, 2021. A full-text copy of the First Amended Disclosure Statement dated September 9, 2021, is available at https://bit.ly/2XdLLyI from PacerMonitor.com at no charge. Counsel for the Debtor: John H. Bauer, Esq. Financial Relief Legal Advocates, Inc. 56925 Yucca Trail, No. 512 Yucca Valley, CA 92284 Telephone: (714) 319-3446 Email: johnbhud@aol.com About DEA Brothers Sisters DEA Brothers Sisters, LLC is a Laguna Hills, Calif.-based company that owns a strip shopping center located at 16502 S. Main St., Carson, California. DEA Brothers Sisters sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Calif. Case No. 21-10608) on March 10, 2021. In the petition signed by Enayat Ali Jiwani, the sole managing member, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Erithe A. Smith oversees the case. Financial Relief Legal Advocates, Inc. and Osborn Plasse serve as the Debtor's legal counsel. DIEBOLD NIXDORF: Egan-Jones Keeps CCC Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company, on September 1, 2021, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by Diebold Nixdorf, Incorporated. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in North Canton, Ohio, Diebold Nixdorf, Incorporated provides automatic teller machines, financial, and point of sale (POS) services. DR. PROCTOR & ASSOCIATES: Taps Massey Financial as Accountant ------------------------------------------------------------- Dr. Proctor & Associates seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Massey Financial Services as its accountant. The firm's services include assistance in the reconciliation of the Debtor's financial documents and any other accounting services necessary to prepare its monthly operating reports. The firm will be paid $450 per monthly operating report and reimbursed for out-of-pocket expenses incurred. Lavonna Powell, a partner at Massey Financial Services, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lavonna Powell Massey Financial Services 10903 Indian Head Hwy Suite 105 Fort Washington, MD 20744 Tel: (301) 292-0511 Fax: 301-292-1439 Email: lavonna@masseyfinancialservicesllc.com About Dr. Proctor & Associates Dr. Proctor & Associates, formerly Kids R 1st, LLC, offers a range of programs and services that enhance growth, independence, and quality of life for individuals with special needs, including children, adolescents, adults with Autism Spectrum Disorder, and other developmental disabilities. Dr. Proctor & Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-19022) on Oct. 5, 2020, disclosing assets of up to $500,000 and liabilities of up to $50,000. Judge Maria Ellena Chavez-Ruark oversees the case. William C. Johnson, Jr., Esq., and Massey Financial Services serve as the Debtor's legal counsel and accountant, respectively. EBIX INC: Egan-Jones Keeps BB Senior Unsecured Ratings ------------------------------------------------------ Egan-Jones Ratings Company, on September 1, 2021, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Ebix, Inc. Headquartered in Atlanta, Georgia, Ebix, Inc. supplies software and electronic commerce solutions to the insurance industry. ECOARK HOLDINGS: Unit Signs LOI to Develop Data Center in Texas --------------------------------------------------------------- Bitstream Mining LLC, an indirect wholly owned subsidiary of Ecoark Holdings, Inc., entered into a letter of intent with an independent energy management services and consulting firm outlining the key terms of proposed definitive agreements to be entered into in connection with the development of a high performance data center in Texas for Bitstream's proposed mining operation. The LOI provides, among other things, for a binding obligation of Bitstream to pay the consultant a development fee in the amount of $1 million and reimburse the consultant for the $96,000 collateral it posted in connection with entering into a 12 megawatt distribution facility extension agreement. On Sept. 9, 2021, Bitstream paid $1,096,000 under the LOI. The development fee is non-refundable except by mutual agreement by the parties or a material breach by the consultant. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a diversified holding company. Through its wholly-owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including consulting, fund administration and asset management. Ecoark Holdings reported a net loss of $20.89 million for the year ended March 31, 2021, compared to a net loss of $12.14 million for the year ended March 31, 2020. As of June 30, 2021, the Company had $35.59 million in total assets, $14.90 million in total liabilities, and $20.69 million in total stockholders' equity. ELITE AEROSPACE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Elite Aerospace Group, Inc. 9 Studebaker Irvine, CA 92618 Chapter 11 Petition Date: September 13, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-12231 Debtor's Counsel: David B. Neale, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Email: dln@lnbyb.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Zeeshawn Zia as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ONVVC6Q/Elite_Aerospace_Group_Inc__cacbke-21-12231__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Bos, Tony Loan $1,620,000 9451 N. State Road 10 Demotte, IN 46310-8830 2. Boeing Vendor $1,300,159 c/o TMX Aerospace 6811 S. 204th Street, Suite 400 Kent, WA 98032 3. Artius, LLC Vendor $590,103 2598 N. Avalon Avenue Orange, CA 92867 4. Frank, Dudley Loan $575,000 1827 Loma Roja Santa Ana, CA 92705 5. Weber, Scott Loan $524,975 692 Rainsville Road Petaluma, CA 94952 6. Stradling Yocca Legal Fees $480,034 Carlson & Rauth 660 Newport Center Dr., Suite 1600 Newport Beach, CA 92660 7. Sargent, Bruce Loan $420,000 P.O. Box 1798 Presque Isle, ME 04769 8. PTC Inc. Vendor $400,000 121 Seaport Blvd. Boston, MA 02210 9. Hart David Carson LLP Legal Fees $386,280 360 W. Butterfield Road, Suite 325 Elmhurst, IL 60126 10. Eventus Consulting, P.C. Consulting $325,181 14201 N. Hayden Fees Road, Suite A-1 Scottsdale, AZ 85260 11. Greeley, Thomas & Valerie Loan $324,000 19401 Sandpebble Circle Huntington Beach, CA 92648 12. Hastings, James Loan $314,985 4978 McHugh Drive Zachary, LA 70791 13. Anthem Vendor $280,000 P.O. Box 60007 Los Angeles, CA 95670 14. Ramundt, Dana Loan $262,487 12345 University Avenue, Suite 300 Clive, IA 50325 15. ESF Sherman Rent $262,348 Associates, LLC 3191 D Airport Loop Costa Mesa, CA 92626 16. Hartford Vendor $257,703 P.O. Box 14472 Lexington, KY 40512 17. Bertsch, John R. Loan $224,000 644 Cascade Hills Hollow Grand Rapids, MI 49546 18. Foley, Adrian Loan $224,000 766 West Camino Curvitas Sahuarita, AZ 85629 19. DLA Piper Legal Fees $194,892 550 South Hope Street, Suite 2400 Los Angeles, CA 90071 20. Samuel, Son & Co. Vendor $166,568 (USA) Inc. 12389 Lower Azusa Road Arcadia, CA 91006 EQUIVALENT FINANCIAL: U.S. Bank Seeks Specific Payment Terms ------------------------------------------------------------ Creditor U.S. BANK NATIONAL ASSOCIATION d/b/a U.S. BANK EQUIPMENT FINANCE, objects to the Plan of Reorganization filed by Debtor Equivalent Financial, LLC, and states: * The Debtor filed its proposed Small Business Plan of Reorganization on August 27, 2021. Class 2 is the secured claim of U.S. BANK. * The Plan fails to provide for the contractual rate of interest, or any interest whatsoever, on U.S. BANK'S secured claim (and the Plan should provide specific payment terms). * The Plan does not definitively provide for any distribution to general unsecured creditors. * The Plan provides for an unreasonable cure time of 30 days to cure a default (and requires clarification). Creditor submits that any Notice of default of Plan payments to Debtor's counsel should be no greater than 7 days within which the Debtor can cure default (or seek post confirmation modification of the Plan, as allowed under the Code). * Class 2 fails to contain a provision that all other terms and conditions of the subject Agreement shall remain in full force and effect (and that the debtor is otherwise bound by the terms of the subject Equipment Finance Agreement ("EFA"); that U.S. BANK shall retain its lien on its collateral; that the debtor must return U.S. BANK'S the collateral upon default of the Plan (and that upon default, U.S. BANK may pursue all its rights and remedies, including Judgment for the full amount then due under the EFA, without regards to the Plan); and that the stay terminates upon confirmation as to U.S. BANK. A full-text copy of the U.S. BANK's objection dated September 9, 2021, is available at https://bit.ly/3A7yl63 from PacerMonitor.com at no charge. Attorneys for U.S. BANK: Ronald M. Emanuel, Esq Fla. Bar No.: 746932 ron.emanuel@emzwlaw.com EMANUEL & ZWIEBEL, PLLC 7900 Peters Road Building B, Suite 100 Plantation, Florida 33324 Telephone: (954) 472-7500 About Equivalent Financial Miami, Fla.-based Equivalent Financial, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-15250) on May 28, 2021. Thomas Fuhrman, managing member, signed the petition. In the petition, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $10 million. Judge Jay A. Cristol oversees the case. The Law Offices Of Robert F. Reynolds, P.A. serves as the Debtor's legal counsel. ETC SUNOCO: Egan-Jones Keeps BB- Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on September 3, 2021, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by ETC Sunoco Holdings LLC. Headquartered in Philadelphia, Pennsylvania, ETC Sunoco Holdings LLC distributes gasoline products. FOOT LOCKER: Egan-Jones Keeps BB+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Foot Locker, Inc. Headquartered in New York, New York, Foot Locker, Inc. retails footwear. FORD MOTOR: Egan-Jones Keeps B Senior Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2021, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Ford Motor Company. JR also downgraded the rating on commercial paper issued by the Company to C from B. Headquartered in Dearborn, Michigan, Ford Motor Company designs, manufactures, and services cars and trucks. GALLERIA OF ST. MATTHEWS: Wins Sept. 22 Plan Exclusivity Period --------------------------------------------------------------- At the behest of the Debtor Galleria of St. Matthews, LLC, Judge Charles R. Merrill of the U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division extended the period in which the Debtor may file a plan through September 22, 2021, and may solicit acceptances of Plan through November 22, 2021. The Debtor has made significant progress in addressing claims against it and clearing a path toward a viable and confirmable plan. Upon the sale of the Debtor's real property, the Debtor was able to pay and discharge its outstanding tax liabilities and delivered full payment to its primary secured creditor, Commonwealth Bank & Trust Company. Now that the Debtor has cleared those hurdles, the Debtor's management will be able to focus adequate attention on addressing all remaining assets and liabilities in a chapter 11 plan. The brief extension of the exclusive periods will enable the Debtor to make a final assessment of its options concerning its remaining assets, the remaining claims against the Debtor, and any potential chapter 11 Plan. A copy of the Debtor's Motion to extend is available at https://bit.ly/3C1Giu7 from PacerMonitor.com. A copy of the Court's Extension Order is available at https://bit.ly/3z0Uul5 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. GDC TECHNICS: Updates Plan to Include Boeing Claims Pay Details --------------------------------------------------------------- GDC Technics, LLC, submitted an Amended Plan of Reorganization dated September 9, 2021. Class 1 consists of DIP Lender Claims. On the Effective Date, the DIP Lender Claims shall be deemed Allowed and not subject to any counterclaim, defense, offset, or reduction of any kind. On the Effective Date, the entire Allowed amount of the MAZAV DIP Lender Claims shall be converted into (i) 100% of the Series B Preferred Equity and (ii) 25% of the New Equity Interests. On the Effective Date, the entire Allowed amount of Mammoth DIP Lender Claims shall be converted into (i) 100% of the Series A Preferred Equity and (ii) 50% of the New Equity Interests. Class 2 consists of Prepetition Secured Lender Claims. On the Effective Date, the Prepetition Secured Lender Claims shall be deemed Allowed and not subject to any counterclaim, defense, offset, or reduction of any kind. On the Effective Date, the entire Allowed amount of the Prepetition Secured Lender Claims shall be converted into 25% of the New Equity Interests. Class 4 consists of Dell Secured Claims. Dell Financial Services, LLC will retain its liens on all of the Debtor's property that was subject to such liens immediately prior to the Petition Date. The DIP Lenders consent to Dell's retention of such liens. The Debtor will resume regular monthly payments under its existing agreements with Dell (the "Dell Agreements"). The Debtor acknowledges that as of the Confirmation Date, the Debtor owes Dell $50,677.79 in past-due arrears under the Dell Agreements. Beginning on the first payment due date under the Dell Agreements that occurs after the Effective Date and continuing for a total of 6 such regular monthly payments, the Debtor will make an additional payment of $8446.30 to repay the arrears under the Dell Agreements. The Debtor will not return any of the collateral securing Dell's allowed secured claim without Dell's written consent. Class 8 consists of General Unsecured Claims: * Claimants holding General Unsecured Claims shall receive beneficial interests in the Liquidating Trust in full satisfaction of such Allowed General Unsecured Claims. Distributions on account of such beneficial interests in the Liquidating Trust shall be governed by the Liquidating Trust Agreement, which will be filed as a Plan Supplement, and consistent with all other provisions of this Plan. Under no circumstances shall Claimants holding General Unsecured Claims receive more than the amount of their Allowed General Unsecured Claims without interest. * On the Effective Date, the Boeing Claims shall be deemed Allowed and not subject to any counterclaim, defense, offset, or reduction of any kind other than as expressly set forth in this Section 4.8. * Notwithstanding the treatment described in Sections 4.8(a) and 4.8(b), the Allowed Boeing Company Claim shall be partially subordinated, solely for purposes of distributions under this Plan, as follows: $14,674,850.93 of the Allowed Boeing Company Claim shall share pro rata in distributions made from the Liquidating Trust to holders of Class 8 General Unsecured Claims (the Class 8 distribution payable to Boeing on account of such portion of the Allowed Boeing Company Claim, the "Non-Subordinated Boeing Company Class 8 Distribution"). The remainder of the Allowed Boeing Company Claim shall be subordinated in right of payment to the payment in full of all other Allowed Class 8 General Unsecured Claims and senior to Class 9 Subordinated Claims. On the Effective Date, the Non-Subordinated Boeing Company Class 8 Distribution will be deemed contributed by Boeing to the Reorganized Debtor, and the Liquidating Trust shall administer the Non-Subordinated Boeing Company Class 8 Distribution. The Plan contemplates certain transactions to be implemented following the Effective Date in connection with the terms of and performance under the Exit Facility and Reorganized Debtor Organizational Documents, including organizing the Reorganized Debtor into two sets of subsidiaries to own and operate the Reorganized Debtor's businesses and the transfer of 50% of the equity interests in one of those subsidiaries to MAZAV. The Liquidating Trust Assets include: * Certain proceeds of liquidation by the Debtor or Reorganized Debtor of excess inventory and certain fixed assets, with the Liquidating Trust receiving the first $1,500,000.00 of such proceeds, and one-half (1/2) of such proceeds that exceed $3,000,000.00. * Payment by the Debtor, on the Effective Date, of the sum of $5,000,000.00 (the "Effective Date Payment"). * Payments by the Reorganized Debtor * The Non-Subordinated Boeing Company Class 8 Distribution will be administered as follows: as to any interim or final distribution made by the Liquidating Trustee, the Liquidating Trustee shall retain 50% of all amounts distributable to the Reorganized Debtor on account of the Non Subordinated Boeing Company Class 8 Distribution to satisfy the Liquidating Trust's one-half interest in such distribution (as the recovery from all claims and causes of action held and/or asserted by the Debtor or Reorganized Debtor against Boeing) and no amount of the retainage shall be redistributed to the Reorganized Debtor. For the avoidance of doubt, the Non-Subordinated Boeing Company Class 8 Distribution will not be distributed to Boeing. Boeing Claims The claims previously filed by (a) Boeing (Claim No. 79) (the "Allowed Boeing Company Claim"), (b) Boeing Distribution Services, Inc. (Claim No. 80), and (c) Boeing Distribution Inc. (fka Aviall Services Inc.) (Claim No. 81) (collectively, the "Boeing Claims") shall constitute Allowed Class 8 General Unsecured Claims under the Plan in the full liquidated amounts of (a) $73,888,779.98, (b) $42,124.62, and (c) $81,206.76, respectively. On the Plan Effective Date, all objections to the Boeing Claims and any other pending pleading, claim or suit adverse to Boeing (all if previously filed) shall be withdrawn with prejudice, and the non-Boeing Parties and their Affiliates covenant not to bring any claim or suit adverse to Boeing, its Affiliates, or its Representatives arising from or related to any transactions, actions, or omissions that have occurred or will occur at any time prior to the Effective Date. The Allowed Boeing Company Claim shall be partially subordinated, solely for purposes of distributions under the Plan, as follows: $14,674,850.93 of the Allowed Boeing Company Claim shall share pro rata in distributions made from the Liquidating Trust to holders of Class 8 General Unsecured Claims (the Class 8 distribution payable to Boeing on account of such portion of the Allowed Boeing Company Claim, the "Non-Subordinated Boeing Company Class 8 Distribution"). The remainder of the Allowed Boeing Company Claim shall be subordinated in right of payment to the payment in full of all other Allowed Class 8 General Unsecured Claims. The Plan shall provide that, on the Plan Effective Date, the Non Subordinated Boeing Company Class 8 Distribution will be contributed by Boeing to the Reorganized Debtor pursuant to the Plan, and the Liquidating Trust shall provide for the delivery of the Non-Subordinated Boeing Company Class 8 Distribution directly to the Reorganized Debtor subject to the terms of the Plan. A full-text copy of the Amended Plan of Reorganization dated September 9, 2021, is available at https://bit.ly/3z2ImQQ from PacerMonitor.com at no charge. Counsel for the Debtor: Jason M. Rudd, Esq. Scott D. Lawrence, Esq. Wick Phillips Gould & Martin, LLP 3131 McKinney Ave., Suite 500 Dallas, TX 75204 Telephone: (214) 692-6200 Facsimile: (214) 692-6255 Email: jason.rudd@wickphillips.com scott.lawrence@wickphillips.com - and - Lauren K. Drawhorn, Esq. Wick Phillips Gould & Martin, LLP 100 Throckmorton Street, Suite 1500 Fort Worth, TX 76102 Telephone: (817) 332-7788 Email: lauren.drawhorn@wickphillips.com About GDC Technics Headquartered in Fort Worth, Texas, GDC Technics LLC -- https://www.gdctechnics.com/ -- is a global aerospace company with expertise in engineering and technical services, modifications, electronic systems, R&D, and MRO services. GDC Technics sought Chapter 11 bankruptcy protection (Bankr. W.D. Texas Lead Case No. 21-50484) on April 26, 2021. CEO Brad Foreman signed the petition. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. The case is handled by Judge Craig A. Gargotta. The Debtor tapped Wick Phillips Gould & Martin, LLP and SierraConstellation Partners, LLC as its bankruptcy counsel and restructuring advisor, respectively. Carl Moore, managing director at SierraConstellation, serves as the Debtor's chief restructuring officer. Oliver Zeltner of Jones Day is representing Boeing Co. Gabe Morgan of Weil, Gotshal & Manges is representing the pre-bankruptcy lenders. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 case of GDC Technics, LLC. The committee tapped Troutman Pepper Hamilton Sanders LLP as bankruptcy counsel, Kane Russell Coleman Logan PC as local counsel, and Berkeley Research Group, LLC as financial advisor. GENERAL CANNABIS: Appoints Jessica Bast as Chief Financial Officer ------------------------------------------------------------------ Jessica Bast, 43, was appointed as the chief financial officer of General Cannabis Corp on Sept. 6, 2021. The Board also designated Ms. Bast as the company's principal financial officer and principal accounting officer. Pursuant to an offer letter with the company, Ms. Bast will be paid a base salary of $165,000 with a guaranteed bonus of 10% of her base salary, subject to discretionary increase by the Board. All of Ms. Bast's current options to purchase shares of the company's common stock will vest immediately and be subject to a one-year lockup period; be repriced such that the exercise price thereof is the closing price of the Common Stock as of Sept. 3, 2021, except for one tranche of 34,880 options which shall remain with an exercise price equal to $0.39 per share; and expire upon the later of (i) Dec. 31, 2024 or (ii) the existing term thereof. Ms. Bast will be eligible to participate in the company's 2020 Equity Incentive Plan. Ms. Bast served as the company's controller from September 2017 to September 2021, where she oversaw all accounting related matters, including cash, accounts receivable, inventory, fixed assets, accounts payable and payroll, as well as management of the stock option plan. From July 2016 to September 2017, Ms. Bast served as technical accounting research manager at Pinnacle Agriculture, where she prepared technical accounting memoranda and implemented new processes and evaluated and refined old processes. Ms. Bast also spent over 10 years at Hein & Associates as an audit manager. She is a licensed certified public accountant in the State of Colorado. Ms. Bast holds a B.S. in Accounting from the Metropolitan State College of Denver where she graduated in 2000. Resignation of Officer On Sept. 3, 2021, Diane Jones resigned as General Cannabis' chief financial officer. Ms. Jones' resignation was not related to any disagreement with the company regarding any matter relating to its operations, policies or practices. Compensatory Arrangement of New Director On Sept. 9, 2021, General Cannabis and Timothy Brown, a newly-elected member of the Board, entered into an Employment Agreement pursuant to which Mr. Brown will serve as the company's chief visionary officer for a term of two years, subject to earlier termination upon certain conditions. Mr. Brown will receive a base salary of $400,000 per annum, subject to downward adjustment based on a formula relating to sales of Common Stock of the company held by Mr. Brown. About General Cannabis Corp Headquartered in Denver, Colorado, General Cannabis Corp -- http://www.generalcann.com-- offers a comprehensive national resource to the regulated cannabis industry. The Company is a trusted partner to the cultivation, production and retail sides of the cannabis business. General Cannabis reported a net loss of $7.68 million for the year ended Dec. 31, 2020, compared to a net loss of $15.48 for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $9.43 million in total assets, $7.91 million in total liabilities, and $1.51 million in total stockholders' equity. GENERAL CANNABIS: Incurs $1.4 Million Net Loss in Second Quarter ---------------------------------------------------------------- General Cannabis Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.38 million on $698,608 of total revenue for the three months ended June 30, 2021, compared to a net loss of $1.94 million on $554,544 of total revenue for the three months ended June 30, 2020. For the six months ended June 30, 2021, the Company reported a net loss of $3.74 million on $1.36 million of total revenue compared to a net loss of $3.96 million on $571,273 of total revenue for the six months ended June 30, 2020. As of June 30, 2021, the Company had $9.43 million in total assets, $7.91 million in total liabilities, and $1.52 million in total stockholders' equity. General Cannabis stated, "The Company has incurred recurring losses and negative cash flows from operations since inception and has primarily funded its operations with proceeds from the issuance of convertible debt. The Company expects its operating losses to continue into the foreseeable future as it continues to execute its acquisition and growth strategy. The Company believes that its cash and cash equivalents as of June 30, 2021 will be sufficient to fund its operating expenses and capital expenditure requirements for at least twelve months from the date of filing this Quarterly Report on Form 10-Q due to the receipt of an additional $2.3 million of cash in April 2021 from the issuance of a convertible note offering and the pending acquisition of three dispensaries. The Company may need additional funding to support its planned investing activities. If the Company is unable to obtain additional funding, it would be forced to delay, reduce or eliminate some or all of its acquisition efforts, which could adversely affect its business prospects." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1477009/000155837021011294/cann-20210630x10q.htm About General Cannabis Corp Headquartered in Denver, Colorado, General Cannabis Corp -- http://www.generalcann.com-- offers a comprehensive national resource to the regulated cannabis industry. The Company is a trusted partner to the cultivation, production and retail sides of the cannabis business. General Cannabis reported a net loss of $7.68 million for the year ended Dec. 31, 2020, compared to a net loss of $15.48 for the year ended Dec. 31, 2019. GLATFELTER CORP: Egan-Jones Keeps BB Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on September 3, 2021, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Glatfelter Corporation. Headquartered in Charlotte, North Carolina, Glatfelter Corporation manufactures and supplies papers and engineered materials. GORHAM PAPER: Unsecureds to Recover 2% to 5% in Liquidating Plan ---------------------------------------------------------------- Gorham Paper and Tissue, LLC, and White Mountain Tissue, LLC filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated September 9, 2021. Prior to the Petition Date, the Debtors explored a range of options to address their ongoing challenges related to maintaining sufficient cash flow to satisfy their debt and operational obligations. Ultimately, due to cash flow concerns and the monetization process established under the global settlement agreement entered into the Zohar Funds' chapter 11 cases, the Debtors, together with their advisors, expended significant efforts marketing the Debtors' assets in the months leading up to the Petition Date. On December 18, 2020, the Bankruptcy Court entered the Sale Order, approving the Sale to the Purchaser and granting related relief. The Sale closed on December 31, 2020, at which time the DIP Facility was repaid and the Cash proceeds were disbursed to numerous parties and creditors. No proceeds from the Sale remained with the Debtors at closing. In consideration of the sale of the purchased assets to the Purchaser, Gorham Acquisitions, LLC, and upon the terms and subject to the conditions set forth in the Asset Purchase Agreement and Sale Order, the aggregate consideration for the Sale included the following: (i) $8,750,000.00 in Cash (less the Purchaser's deposit); (ii) a credit bid pursuant to § 363(k) of the Bankruptcy Code of all the DIP Financing held by the Purchaser; and (iii) the assumption by the Purchaser of the Assumed Liabilities (as defined in the Asset Purchase Agreement), which included the indebtedness owed by WMT to BONH. Following the Sale closing, the Debtors engaged in discussions with the Creditors' Committee, Zohar III, and Ankura Trust Company, LLC regarding a plan to fund the winddown of the Debtors' affairs and the Debtors' exits from bankruptcy. On January 27, 2021, the Debtors filed their Motion for Entry of an Order (I) Approving Settlement and Limited Notice Pursuant to Bankruptcy Code Section 105 and Federal Rule of Bankruptcy Procedure 9019; and (II) Granting Related Relief, which sought (the "Zohar Settlement Agreement"). The Bankruptcy Court approved the Zohar Settlement Agreement through entry of a Final Order on February 17, 2021. Pursuant to the Zohar Settlement Agreement, in exchange for mutual releases and other consideration, Zohar III and Ankura agreed to, among other things, disburse to the Debtors $1,264,060.71 from the Cash that Zohar III and Ankura received at the closing of the Sale, which Cash the Debtors then used to fund certain Professional Fee Claims and approved management bonuses, with the remaining funds designated to pay actual and necessary expenses of pursuing, consummating, and funding a plan and other budgeted operating expenses of the Debtors. Zohar III and Ankura also agreed to gift a portion of their dividend under a plan or structured dismissal to certain other General Unsecured Claim Holders. Class 1 consists of Priority Unsecured Non-Tax Claims. Each Holder of an Allowed Priority Unsecured Non-Tax Claim against the Debtor shall receive, on the Effective Date, on account of and in full and complete settlement, release and discharge of, and in exchange for, such Allowed Priority Unsecured Non-Tax Claim, either: (A) Cash equal to the full unpaid amount of such Allowed Priority Unsecured Non-Tax Claim; or (B) such other treatment as the Debtors, the Liquidating Trustee, and the Holder of such Allowed Priority Unsecured Non-Tax Claim shall have agreed. This Class has 100% recovery. Class 2 consists of General Unsecured Claims. Each holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of any beneficial interest in the Cash remaining in the Liquidating Trust or such other treatment as may be agreed upon by such Holder and the Liquidating Trustee. Allowed General Unsecured Claims in Class 2 shall be subject to, and treated in accordance with, the Zohar Settlement Agreement, which is attached hereto as Exhibit B and is incorporated herein by reference, including as to the Zohar Gift. This Class has 2-5% Pro Rata Recovery (excluding Zohar Claims). Class 3 consists of Equity Interests. The Interests in Class Three are Impaired. Holders of Class Three Interests shall not receive or retain any property or interest in property on account of such Interests, such Interests shall be cancelled, extinguished, and discharged upon termination of the Liquidating Trust, and the Holders of Class Three Interests shall take nothing under the Plan. Wayne Johnson, the former chief financial officer of the Debtors prior to the Sale, shall be the initial Liquidating Trustee. Mr. Johnson has more than 35 years of experience in the forest products industry, and he has managed financial organizations in packaging manufacturing operations, converting operations, and paper manufacturing operations. Mr. Johnson is familiar with the Debtors' former operations, the Assets, the Sale, and the Chapter 11 Cases. The Debtors believe that Mr. Johnson is well qualified to serve as the Liquidating Trustee in an efficient and cost effective manner. On the Effective Date, all of the Assets shall vest in the Liquidating Trust, free and clear of all Claims, liens, charges, other encumbrances, or Interests, except for the obligations under this Plan. On and after the Effective Date, the Liquidating Trustee may use, acquire, and dispose of Assets and compromise or settle any Claims without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions imposed by the Plan or the Confirmation Order. A full-text copy of the Combined Disclosure Statement and Plan dated September 9, 2021, is available at https://bit.ly/3A73W86 from Donlin Recano & Company, Inc., the claims agent. Counsel to the Debtors: Christopher A. Ward Shanti M. Katona POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 E-mail: cward@polsinelli.com skatona@polsinelli.com D. Sam Anderson Adam R. Prescott BERNSTEIN, SHUR, SAWYER & NELSON, P.A. 100 Middle Street P.O. Box 9729 Portland, Maine 04104 Telephone: (207) 774-1200 Facsimile: (207) 774-1127 E-mail: sanderson@bernsteinshur.com aprescott@bernsteinshur.com About Gorham Paper and Tissue Founded in 2011, Gorham Paper and Tissue LLC -- http://www.gorhampt.com/-- operates a paper mill and manufactures customized tissues, towels, and specialty packaging. Gorham Paper and Tissue and affiliate White Mountain Tissue, LLC sought Chapter 11 protection (Bankr. D.N.H. Lead Case No. 20 12814 and 20-12815) on November 4, 2020. Gorham Paper was estimated to have assets of $1 million to $10 million and liabilities of $50 million to $100 million. The Honorable Karen B. Owens is the case judge. The Debtors tapped Bernstein, Shur, Sawyer & Nelson, P.A. as their bankruptcy counsel, Polsinelli PC as local counsel, and B. Riley Securities as an investment banker. Donlin Recano & Company, Inc. is the claims and noticing agent. On November 10, 2020, The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors. Reed Smith is the committee's legal counsel. GRUPO AEROMEXICO: Delivers Final Valuation Materials ---------------------------------------------------- Grupo Aeromexico, S.A.B. de C.V. informs that, in compliance with its existing, and fully disbursed, super-priority debtor-in-possession senior secured loan agreement approved by the United States Bankruptcy Court for the Southern District of New York presiding over Aeromexico's Chapter 11 voluntary financial restructuring process, the Company has delivered to its DIP Lenders the Final Valuation Materials and the Refinancing Qualification Certificate in accordance with the DIP credit agreement. The delivery of the Final Valuation Materials is a key milestone in the Company's Chapter 11 proceedings. Under the DIP facility, the "Tranche 2" DIP Lenders have the option to convert their loans into equity of the reorganized Company at the value set forth in the Final Valuation Materials. The lenders must send a notice of their election on or before September 20, 2021. Aeromexico then intends to file a Plan of Reorganization consistent with such election no later than October 8, 2021. The Company intends to continue to participate in mediation before Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York so as to have a forum for key stakeholders to continue discussing the important next steps in Aeromexico's Chapter 11 cases. Aeromexico will continue pursuing, in an orderly manner, its voluntary financial restructuring through Chapter 11, while continuing to operate and offer services to its customers and contracting from its suppliers the goods and services required for operations. The Company will continue to strengthen its financial position and liquidity, protect and preserve its operations and assets, and implement necessary adjustments to mitigate the effects of COVID-19. 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. The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial advisor and investment banker. White & Case LLP, Cervantes Sainz S.C. and De la Vega & Martinez Rojas, S.C. serve as the Debtors' special counsel. Epiq Corporate Restructuring, LLC is the claims and administrative agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors on July 13, 2020. The committee is represented by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP. GULF COAST SPECIALTIES: Case Summary & 4 Unsecured Creditors ------------------------------------------------------------ Debtor: Gulf Coast Specialties, LLC 1631 Front Street Morgan City, LA 70380 Business Description: The Debtor owns a warehouse and an industrial facility in Morgan City, Louisiana. Chapter 11 Petition Date: September 13, 2021 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 21-50569 Judge: Hon. John W. Kolwe Debtor's Counsel: Tom St. Germain, Esq. WEINSTEIN & ST. GERMAIN 1103 West University Ave Lafayette, LA 70506 Tel: (337) 235-4001 Fax: (337) 235-4020 Total Assets: $350,000 Total Liabilities: $2,560,270 The petition was signed by Alexander Joseph Washburn as manager. 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/IUCHTKQ/Gulf_Coast_Specialties_LLC__lawbke-21-50569__0001.0.pdf?mcid=tGE4TAMA HEARTWISE INC: Ordered to Revise Plan & Disclosures by Sept. 22 --------------------------------------------------------------- On May 5, 2021, Debtor Heartwise, Inc. filed with the U.S. Bankruptcy Court for the Central District of California a First Amended Disclosure Statement. Vitamins Online objected that (1) it had not been provided with 42 days' notice prior to the hearing of the First Amended Disclosure Statement and (2) the hearing was being held only 7 days after the First Amended Disclosure Statement was filed. The September 1, 2021 disclosure statement hearing with respect to the First Amended Disclosure Statement was heard on approximately 119 days' notice. Therefore, the Court overrules Vitamins Online's objections. The Court will approve the First Amended Disclosure Statement with one addition: a discussion of Debtor's proposed payment terms of Claim Nos. 7 and 8 and should one or the other (or both) be allowed. The First Amended Plan and First Amended Disclosure Statement, as modified, shall be filed and served on or before September 22, 2021. Ballots and objections to plan confirmation are due October 15, 2021. Replies to any objections are due on or before October 22, 2021. Moreover, the plan confirmation memorandum shall be filed on or before October 29, 2021. The plan confirmation hearing is set for November 10, 2021 at 2:00 p.m. A copy of the order dated September 9, 2021, is available at https://bit.ly/3hqZ32k from PacerMonitor.com at no charge. General Insolvency Counsel for Heartwise, Inc.: Ronald A. Clifford R. CLIFFORD & ASSOCIATES 1100 Town and Country Rd., Suite 1250 Orange, California 92868 Telephone: (949) 533-9774 E-Mail: RAC@RCliffordLaw.com About Heartwise Inc. Heartwise Incorporation -- https://www.naturewise.com/ -- is a retail store that sells wellness and health related supplements. Heartwise filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 20-13335) on Dec. 4, 2020. Tuong V. Nguyen, chief executive officer, signed the petition. In its petition, the Debtor disclosed $7,653,717 in assets and $12,030,563 in liabilities. Judge Mark S. Wallace oversees the case. The Law Offices of Michael Jay Berger and Trojan Law Offices serve as the Debtor's bankruptcy counsel and special counsel, respectively. HERBALIFE NUTRITION: Egan-Jones Keeps BB- Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on August 31, 2021, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Herbalife Nutrition Ltd. Headquartered in Los Angeles, California, Herbalife Nutrition Ltd. operates as a nutrition company. HERTZ GLOBAL: In Search for New CEO After Bankruptcy Exit --------------------------------------------------------- Emily Glazer, Alexander Gladstone and Becky Yerak of The Wall Street Journal report that Hertz Global Holdings Inc. is in talks to name a new chief executive officer, as the car-rental company resets after emerging from bankruptcy under new ownership, people familiar with the matter said. CEO Paul Stone has had the top job at Hertz since May 2020, taking the position days before the company filed for bankruptcy protection. Hertz exited chapter 11 earlier this year and is now controlled by an investor group led by Certares Management LLC and Knighthead Capital Management LLC. Hertz is talking to several potential CEO candidates and a decision hasn't been finalized, the people said. It is unclear when a leadership change may be announced. Hertz didn't respond to requests for comment. About Hertz Global Holdings Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz HILLENBRAND INC: Egan-Jones Keeps BB Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on September 2, 2021, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Hillenbrand, Inc. Headquartered in Batesville, Indiana, Hillenbrand, Inc. manufactures and sells premium business-to-business products and services. HOLLEY PURCHASER: S&P Ups ICR to 'B' on Deleveraging After Merger ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Holley Purchaser Inc. to 'B' from 'B-'. At the same time, S&P raised its issue-level rating on Holley's secured debt to 'B' (recovery rating '3'). The positive outlook reflects the potential for a higher rating over the next 12 months if Holley maintains leverage near 4x and free operating cash flow (FOCF) to debt above 10% as it continues to aggressively acquire other aftermarket auto parts companies. Holley Purchaser Inc. has paid down $100 million of debt following its merger with Empower Ltd., a special purpose acquisition company, in July 2021. Additionally, the company continues to outperform S&P's expectations for sales and margins, resulting in stronger credit metrics. S&P said, "The upgrade and positive outlook reflect lower leverage from strong operating results and the paydown of $100 million of debt following Holley's merger with Empower to become a public company. We now forecast Holley's leverage (debt to EBITDA) to be below 5x this year, falling toward 4x in 2022. We expect the lower leverage to be more sustainable as Holley has transitioned from private equity ownership to public. As a public company, Holley said it wants to maintain leverage below 4x even as it continues to aggressively acquire other aftermarket auto parts companies. However, former owner Sentinel still holds a 57% stake. We view this as significant and look for Holley to establish a track record of lower leverage consistent with its stated less aggressive financial policy. "Demand for Holley's products, as well as those of other aftermarket auto parts companies, remains strong. The unique nature of the COVID-19 pandemic seems to have shifted consumers' spending toward their cars and homes. This benefitted Holley because its auto hobbyist and enthusiast customers can install most of its products at home. We revised our base-case assumptions to incorporate stronger revenue growth and margins in fiscal 2021 as its higher-margin direct-to-consumer market expands faster than its other channels. "We expect Holley will continue to face challenges, including efficiently integrating its many acquisitions and managing the increased costs for shipping and logistics. Thus far, the company has managed these acquisitions well. Its single enterprise resource planning system provides high operational visibility. Holley also has increased prices this year to offset the much higher costs for shipping containers and deliveries in the U.S. "We continue to believe demand for highly discretionary auto parts will decline in a more protracted recession. The decline during the pandemic was offset by government stimulus and, while it was intense, the downturn was quite short. Should the U.S. enter a longer recession with a fall in stock market and housing prices, the destruction of wealth could erode demand for Holley's products. Also, if more people return to work and travel, the trend of spending more time and money cars could reverse. "The positive outlook reflects the potential for a higher rating over the next 12 months if Holley maintains leverage near 4x and FOCF to debt above 10%, even as it continues to aggressively acquire other aftermarket auto parts companies. "We could raise the rating if Holley's leverage sustainably falls near 4x and FOCF to debt remains above 10%. This could occur if demand for Holley's products remains strong and the company continues to efficiently integrate its acquisitions. We would also monitor its track record as a public company and how it manages leverage with acquisitions. "We could revise our outlook to stable if debt to EBITDA returns to above 5x or FOCF to debt consistently falls below 5%. This could occur if demand for Holley's products drops significantly due to a longer and more protracted economic downturn." HOOD LANDSCAPING: Complains Over 'Missing' Collateral in Plan ------------------------------------------------------------- Wells Fargo Equipment Finance, Inc., in an objection filed with the U.S. Bankruptcy Court for the Middle District of Georgia, complained that the Disclosure Statement of Hood Landscaping Products, Inc. fails to describe the treatment related to certain Flatbed Trailers comprising Wells Fargo's collateral. Wells Fargo said it has perfected its security interest in the Flatbed Trailers and continues to hold the certificates of title. Wells Fargo argued that the Debtor cannot retain possession and use of the Flatbed Trailers without providing for them in the Plan. If the Flatbed Trailers are no longer in the Debtor's possession -- whether they were lost, stolen, or otherwise disposed of -- Wells Fargo asserted that it is entitled to an administrative claim for the value of the Flatbed Trailers. Wells Fargo asserts a claim excess of $100,000 against the Debtor. A copy of the objection is available for free at https://bit.ly/3tswO8e from PacerMonitor.com. Attorney for Wells Fargo Equipment Finance, Inc., secured creditor: Brian P. Hall, Esq. Smith, Gambrell & Russell, LLP 1105 W. Peachtree Street, N.E., Suite 1000 Atlanta, GA 30309 Telephone: (404) 815-3537 Facsimile: (404) 685-6837 Email: bhall@sgrlaw.com 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. HOOD LANDSCAPING: Must Fairly Disclose New Supply Deal, Bank Says ----------------------------------------------------------------- Guardian Bank, a creditor of Hood Landscaping Products, Inc. filed an amended objection to the Debtor's Disclosure Statement. Guardian Bank complained that the Debtor did not provide material information regarding the new supply agreement which is the primary source to fund the Plan. The Disclosure Statement does not state [if] the agreement is executed, does not identify the other party, does not state the expected terms, among other things. According to Guardian Bank, the Disclosure Statement also contradicts the Administrative Expense Order, understating the amount and sources of Guardian Bank's administrative expense priority claim. Moreover, the Disclosure Statement does not provide any projections related to the Reorganized Debtor's income and expenses. Without the income and expense projections, Guardian Bank said it cannot determine whether or not the Debtor has implemented sufficient changes to its business operations to feasibly comply with terms of its plan. Guardian Bank seeks that the Court deny approval of Debtor's Disclosure Statement. A copy of the objection is available for free at https://bit.ly/2VuyykQ from PacerMonitor.com. Guardian Bank asserts a claim against the Debtor for $768,961, consisting of a deficiency claim for $734,798 arising after Guardian Bank liquidated collateral owned by the Debtor, and additional claims related to the Court's order allowing Guardian Bank administrative expense priority claim on costs incurred for site assessment and certain clean-up costs. Guardian Bank said it holds an administrative expense priority claim for $66,663, arising from the Administrative Expense Order. Attorneys for Guardian Bank, secured creditor: David A. Garland, Esq. Stephan A. Ray, Esq. Moore, Clarke, Duvall & Rodgers, P.C. 2829 Old Dawson Road P.O. Drawer 71727 Albany, GA 31708-1727 Telephone: (229) 888-3338 Facsimile: (229) 888-1191 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. HOTEL OXYGEN: Oct. 28 Plan Confirmation Hearing Set --------------------------------------------------- Hotel Oxygen Midtown I, LLC ("HOMS"), and A Great Hotel Company Arizona, LLC ("AGHCA") (collectively "Debtors"), and the official committee of unsecured creditors (the "Committee" and collectively with the Debtors "Plan Proponents"), filed with the U.S. Bankruptcy Court for the District of Arizona a First Amended Joint Disclosure Statement regarding First Amended Joint Plan of Liquidation of HOMS and AGHCA. On Sept. 9, 2021, Judge Paul Sala approved the Joint Disclosure Statement and ordered that: * Oct. 28, 2021, at 10:00 a.m. is the hearing to consider whether to confirm the Plan. * Oct. 21, 2021, is fixed as the last day to file an objection to confirmation of the Plan. * Oct. 21, 2021, is fixed as the last day for any creditor desiring to vote for or against confirmation of the Plan to complete and sign a Ballot. * The Confirmation Hearing is the deadline for any creditor to file a complaint objecting to the discharge of the Debtors HOMS and AGHCA. A copy of the order dated Sept. 9, 2021, is available at https://bit.ly/2YQasCq from PacerMonitor.com at no charge. Counsel for the Debtors: D. Lamar Hawkins, Esq. GUIDANT LAW, PLC 402 E. Southern Ave. Tempe, AZ 85282 Telephone: (602) 888-9229 Facsimile: (480) 725-0087 E-mail: lamar@guidant.law Attorneys for The Joint Committee of Unsecured Creditors: BALLARD SPAHR LLP Craig S. Ganz Katherine Anderson Sanchez 1 East Washington Street, Suite 2300 Phoenix, AZ 85004-2555 About Hotel Oxygen Midtown I Hotel Oxygen Midtown, I, LLC, and Hotel Oxygen Palm Springs, LLC, are affiliate companies which operate hotels in Phoenix, Ariz. The companies are wholly owned subsidiaries of Oxygen Hospitality Group, Inc., an owner-operator hospitality company that acquires, renovates and manages a portfolio of mid-to upper scale branded and independent hotel assets in the U.S. Founded in 2017, Oxygen Hospitality is privately held and is headquartered in Phoenix, Ariz. Hotel Oxygen Midtown, I and its affiliates, Hotel Oxygen Palm Springs, A Great Hotel Company, Arizona LLC, and A Great Hotel Company, LLC, filed Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 19-14399) on Nov. 12, 2019. In the petitions signed by David Valade, chief financial officer, Hotel Oxygen Midtown was estimated to have assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Paul Sala oversees the cases. Guidant Law, PLC, is the Debtors' legal counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Dickinson Wright PLLC. HUMANIGEN INC: FDA Declines EUA for Lenzilumab as COVID Treatment ----------------------------------------------------------------- The U.S. FDA has declined Humanigen, Inc.'s request for emergency use authorization of lenzilumab to treat newly hospitalized COVID-19 patients. In its letter, FDA stated that it was unable to conclude that the known and potential benefits of lenzilumab outweigh the known and potential risks of its use as a treatment for COVID-19. "We remain committed to bringing lenzilumab to patients hospitalized with COVID-19," said Cameron Durrant, MD, chief executive officer, Humanigen. "We believe the ongoing ACTIV-5/BET-B trial, which has been advanced to enroll up to 500 patients, may provide additional safety and efficacy data sufficient to support our efforts to obtain an EUA to treat hospitalized COVID-19 patients." About Humanigen Based in Brisbane, California, Humanigen, Inc. (OTCQB: HGEN), formerly known as KaloBios Pharmaceuticals, Inc. -- http://www.humanigen.com-- is a clinical stage biopharmaceutical company, developing its clinical stage immuno-oncology and immunology portfolio of monoclonal antibodies. The Company is focusing its efforts on the development of its lead product candidate, lenzilumab, its proprietary Humaneered anti-human GM-CSF immunotherapy, through a clinical research agreement with Kite Pharmaceuticals, Inc., a Gilead company to study the effect of lenzilumab on the safety of Yescarta, axicabtagene ciloleucel including cytokine release syndrome, which is sometimes also referred to as cytokine storm, and neurotoxicity, with a secondary endpoint of increased efficacy in a multicenter Phase Ib/II clinical trial in adults with relapsed or refractory large B-cell lymphoma. Humanigen reported a net loss of $89.53 million for the 12 months ended Dec. 31, 2020, compared to a net loss of $10.29 million for the 12 months ended Dec. 31, 2019. As of June 30, 2021, the Company had $121.73 million in total assets, $78.04 million in total liabilities, and $43.70 million in total stockholders' equity. ICAN BENEFIT: Disclosure Statement Hearing Set for Sept. 28 ----------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida has set the hearing on the Disclosure Statement of iCan Benefit Group, LLC and its debtor-affiliates to Sept. 28, 2021 at 1:30 p.m., via Zoom. Objections must be filed by September 24. A copy of the order is available for free at https://bit.ly/3hih56V from PacerMonitor.com. About iCan Benefit Group iCan Benefit Group, LLC -- https://icanbenefit.com/ -- is a licensed insurance agency offering a variety of benefit programs and insurance products from a number of licensed insurance companies. iCan Benefit Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 21-12567) on March 18, 2021. Stephen M. Tucker, manager, signed the petitions. In its petition, iCan Benefit Group disclosed $10 million to $50 million in both assets and liabilities. Judge Mindy A. Mora oversees the cases. Agentis PLLC serves as the Debtors' legal counsel. IDEANOMICS INC: Increases Chief Revenue Officer's Salary to $450K ----------------------------------------------------------------- Ideanomics, Inc. has agreed to increase the base salary for Kristin Helsel, the company's chief revenue officer, to $450,000. The employment agreement for Ms. Helsel otherwise remains in its current form. About Ideanomics Ideanomics is a global company focused on the convergence of financial services and industries experiencing technological disruption. Its Mobile Energy Global (MEG) division is a service provider which facilitates the adoption of electric vehicles by commercial fleet operators through offering vehicle procurement, finance and leasing, and energy management solutions under its innovative sales to financing to charging (S2F2C) business model. Ideanomics Capital is focused on disruptive fintech solutions and services across the financial services industry. Together, MEG and Ideanomics Capital provide their global customers and partners with leading technologies and services designed to improve transparency, efficiency, and accountability, and its shareholders with the opportunity to participate in high-potential, growth industries. The Company is headquartered in New York, NY, with operations in the U.S., China, Ukraine, and Malaysia. Ideanomics reported a net loss of $106.04 million for the year ended Dec. 31, 2020, compared to a net loss of $96.83 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $698.05 million in total assets, $145.39 million in total liabilities, $1.26 million in convertible redeemable preferred stock, $7.72 million in redeemable non-controlling interest, and $543.68 million in total equity. IMAGEWARE SYSTEMS: James Sight Quits as Director ------------------------------------------------ James W. Sight resigned from his position as a member of the Board of Directors of ImageWare Systems, Inc. Mr. Sight indicated that his resignation from the Board of Directors is not due to any disagreement with respect to the company's operations, policies or practices, as disclosed in a Form 8-K filed by the company with the Securities and Exchange Commission. About ImageWare Systems Headquartered in San Diego, CA, ImageWare Systems, Inc. -- http://www.iwsinc.com-- provides defense-grade biometric identification and authentication for access to your data, products, services or facilities. The Company delivers next-generation biometrics as an interactive and scalable cloud-based solution. ImageWare brings together cloud and mobile technology to offer two-factor, biometric, and multi-factor authentication for smartphone users, for the enterprise, and across industries. Imageware Systems reported a net loss of $7.25 million for the year ended Dec. 31, 2020, compared to a net loss of $11.58 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $8.77 million in total assets, $16.70 million in total liabilities, $5.20 million in mezzanine equity, and a total shareholders' deficit of $13.14 million. San Diego, California- based Mayer Hoffman McCann P.C., the Company's auditor since 2011, issued a "going concern" qualification in its report dated April 2, 2021, citing that the Company does not generate sufficient cash flows from operations to maintain operations and, therefore, is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INDIGO NATURAL: Moody's Withdraws CFR on Southwestern Energy Deal ----------------------------------------------------------------- Moody's Investors Service withdrew all of Indigo Natural Resources LLC's ratings, including its B1 Corporate Family Rating, B1-PD Probability of Defaulting Rating and B2 senior unsecured notes rating. The outlook was changed to withdrawn from rating under review. This concludes the review initiated on June 2, 2021. RATINGS RATIONALE Moody's has decided to withdraw the ratings because it believes it has insufficient or otherwise inadequate information to support the maintenance of the ratings. Indigo was acquired by Southwestern Energy Company (Southwestern, Ba2 stable) on September 1, 2021. Southwestern Energy recently closed an offer to exchange senior notes issued by Southwestern for Indigo senior notes outstanding. Following the exchange about $2 million of Indigo's senior notes remain outstanding. Southwestern has not guaranteed Indigo's remaining senior notes and Indigo will not have standalone audited financial statements going forward. Indigo Natural Resources LLC is a wholly owned subsidiary of Southwestern Energy Company. J.JILL INC: Incurs $24.7 Million Net Loss in Second Quarter ----------------------------------------------------------- J.Jill, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss and total comprehensive loss of $24.65 million on $159.24 million of net sales for the 13 weeks ended July 31, 2021, compared to a net loss and total comprehensive loss of $19.03 million on $92.64 million of net sales for the 13 weeks ended Aug. 1, 2020. For the 26 weeks ended July 31, 2021, the Company reported a net loss and total comprehensive loss of $42.96 million on $288.32 million of net sales compared to a net loss and total comprehensive loss of $89.30 million on $183.61 million of net sales for the 26 weeks ended Aug. 1, 2020. As of July 31, 2021, the Company had $469.47 million in total assets, $530.34 million in total liabilities, and a total shareholders' deficit of $60.87 million. Claire Spofford, president and chief executive officer of J.Jill, Inc. stated, "We are pleased with our second quarter results and the sequential topline improvement we delivered. This performance was driven by strong full price selling as our customers continue to respond to the newness and novelty we are flowing into the assortment both online and in our stores. While we are still in the initial phase of this next chapter for J.Jill, our results to date are testament to the stronger foundation we have and the opportunity we continue to see in front of us for this great brand." Ms. Spofford continued, "We enter the back-half of the year with further confidence in our ability to execute against our objectives. While we, like others in the industry, expect to experience increased headwinds from supply chain disruption, we continue to position J.Jill for long term sustainable growth." Going Concern J.Jill stated, "While the Company and the retail industry in general have recovered significantly and current projections are favorable, we still could experience potential negative COVID-19 impacts including, but not limited to, additional charges from potential adjustments to the carrying amount of our inventory, goodwill, intangible assets, right-of-use assets, and long-lived assets as well as additional store closures. Actual results may differ materially from the Company's current estimates as considerable risk remains related to the performance of stores, the resilience of the customer in an uncertain economic climate, the possibility of a resurgence of COVID-19, and emergence of severe variants, with its potential for future business disruption and the related impacts on the U.S. economy. If one or more of these risks materialize, we believe it is still possible that our current liquidity and capital could be impacted and may not be sufficient to finance our continued operations for at least the next year. These risks raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these condensed consolidated financial statements have been issued." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1687932/000156459021047495/jill-10q_20210731.htm About J.Jill Inc. J.Jill -- http://investors.jjill.com-- is an omnichannel retailer and nationally recognized women's apparel. J.Jill operates 261 stores nationwide and an e-commerce platform. J.Jill is headquartered outside Boston. J.Jill reported a net loss and total comprehensive loss of $139.40 million for the fiscal year ended Jan. 30, 2021, compared to a net loss and total comprehensive loss of $128.56 million for the fiscal year ended Feb. 1, 2020. Boston, Massachusetts-based PricewaterhouseCoopers LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated April 12, 2021, citing that the Company has experienced a material adverse impact to its revenues, results of operations, and cash flows as a result of COVID-19, and its current liquidity and capital may not be sufficient to finance its continued operations for at least the next twelve months that raise substantial doubt about the Company's ability to continue as a going concern. JOHN DAUGHERTY: Plan & Disclosure Hearing Continued to Sept. 28 --------------------------------------------------------------- Judge Christopher Lopez has entered an order within which the hearing currently set for Sept. 9, 2021, at 11:00 a.m. as to the final approval of the Disclosure Statement and confirmation of the Plan of debtor John Daugherty Real Estate, Inc. is continued to Sept. 28, 2021 at 1:00 p.m. A copy of the order dated Sept. 9, 2021, is available at https://bit.ly/3E4j7kG from PacerMonitor.com at no charge. General Counsel for John Daugherty Real Estate: Ronald J. Sommers Heather R. Potts NATHAN SOMMERS JACOBS 2800 Post Oak Blvd. 61st Floor Houston, TX 77056 Tel: (713) 960-0303 Fax: (713) 892-4800 E-mail: rsommers@nathansommers.com hpotts@nathansommers.com About John Daugherty Real Estate John Daugherty Real Estate, Inc. -- https://www.johndaugherty.com/ -- is a licensed real estate broker in Houston, Texas. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-31293) on February 27, 2020. The petition was signed by John A. Daugherty, Jr., its chief executive officer. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Hon. Christopher M. Lopez oversees the case. The Debtor hired Nathan Sommers Jacobs, a professional corporation, as its counsel. KADMON HOLDINGS: Signs $1.9 Billion Merger Agreement With Sanofi ---------------------------------------------------------------- Sanofi has entered into a definitive merger agreement with Kadmon Holdings, Inc., under which holders of Kadmon's common stock will receive $9.50 per share in an all-cash transaction, reflecting a total equity value of Kadmon of approximately $1.9 billion. The offer price represents a premium of 79% over the closing price on Sept. 7, 2021 and a premium of approximately 113% over the 60 trading days volume weighted average price. The acquisition supports Sanofi's strategy to continue to grow its General Medicines core assets and will immediately add Rezurock(TM) (belumosudil) to its transplant portfolio. Rezurock is a recently FDA-approved, first-in-class treatment for chronic graft-versus-host disease (cGVHD) for adult and pediatric patients 12 years and older who have failed at least two prior lines of systemic therapy. The Sanofi and Kadmon Boards of Directors unanimously approved the transaction. "We are transforming and simplifying our General Medicines business and have shifted our focus on differentiated core assets in key markets," said Olivier Charmeil, executive vice president General Medicines. "We are thrilled to add Kadmon's Rezurock to our well-established transplant portfolio. Our existing scale, expertise, and relationships in transplant create an ideal platform to achieve the full potential of Rezurock, which will address the significant unmet medical needs of patients with chronic graft-versus-host disease around the world." "We are excited that Sanofi has acknowledged the value of Rezurock and the deep potential of our pipeline," said Harlan Waksal, M.D., president and chief executive officer, Kadmon. "By leveraging Sanofi's global resources and long-standing expertise in developing and commercializing innovative medicines, Rezurock is now well positioned for global accessibility, faster. I want to thank the entire Kadmon team, including management and the Board of Directors, and the Sanofi organization, for their ongoing commitment to patients and their caregivers." Sanofi's transplant business mainly consists of Thymoglobulin(R) (anti-thymocyte globulin), a polyclonal, anti-human thymocyte antibody preparation that acts as a broad immunosuppressive and immunomodulating agent and Mozobil(R) (plerixafor), a hematopoietic stem cell mobilizer. Both products are among General Medicines core assets and are currently registered and marketed in more than 65 countries. In July 2021, the FDA approved Rezurock for the treatment of adult and pediatric patients 12 years and older with cGVHD after the failure of at least two prior lines of systemic therapy. Rezurock was launched in August in the United States. It is the first and only approved small molecule therapy that inhibits the Rho-associated coiled-coil kinase 2 (ROCK2), a signaling pathway that modulates inflammatory response and fibrotic processes. Sanofi will work closely with regulatory authorities across different geographies to ensure that patients suffering from cGVHD can benefit from belumosudil treatment as early as possible. Kadmon is also developing Rezurock for the treatment of diffuse cutaneous systemic sclerosis, with an open-label Phase 2 clinical trial currently ongoing. Kadmon's pipeline includes drug candidates for immune and fibrotic diseases as well as immuno-oncology therapies. The transaction is expected to be modestly dilutive to Sanofi's EPS in 2022. The consummation of the transaction is subject to customary closing conditions, including the approval of holders of a majority of the outstanding shares of Kadmon voting stock, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary conditions. Subject to the satisfaction or waiver of customary closing conditions, Sanofi expects to complete the acquisition in the fourth quarter of 2021. Weil, Gotshal & Manges LLP is acting as legal counsel to Sanofi. Cantor Fitzgerald & Co. and Moelis & Company LLC are acting as exclusive financial advisors to Kadmon in the transaction, while DLA Piper LLP (US) is acting as legal counsel. About Kadmon Holdings Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com -- is a clinical-stage biopharmaceutical company that discovers, develops and delivers transformative therapies for unmet medical needs. The Company's clinical pipeline includes treatments for immune and fibrotic diseases as well as immuno-oncology therapies. Kadmon reported a net loss attributable to common stockholders of $111.03 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $63.43 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $310.28 million in total assets, $276.83 million in total liabilities, and $33.46 million in total stockholders' equity. KATERRA INC: Asks Court to Extend Plan Exclusivity Thru Dec. 3 -------------------------------------------------------------- Katerra Inc. and its affiliates request the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division to extend the exclusive periods during which the Debtors may file a chapter 11 plan to December 3, 2021, and solicit acceptances to February 1, 2022. The Debtors have made substantial progress during these chapter 11 cases, and while work remains to be done, through the extensive efforts by the Debtors and their advisors, the Debtors have taken significant strides toward maximizing value for their stakeholders and winding down their estates. Upon the commencement of these chapter 11 cases, the Debtors' efforts were focused on stabilizing operations and running a value-maximizing marketing and sale process for their assets. Since then the Debtors have turned their focus to negotiating, filing, and consummating a chapter 11 plan. The Debtors engaged in active discussions with their stakeholders, including the Committee, to formulate a chapter 11 plan which provides for the distribution of asset sale proceeds to creditors and the orderly wind-down of the Debtors' estates. Also, since the Petition Date, the Debtors have paid their undisputed post-petition debts in the ordinary course of business or as otherwise provided by the Court order. The Debtors seek to maintain exclusivity so parties with competing interests do not hinder their efforts to finalize the planning process. Extending the Exclusivity Periods will afford the Debtors time to continue to sell their remaining assets and to obtain final approval of their disclosure statement and confirmation of a chapter 11 plan, without the disruption and distraction created by competing plan proposals. A copy of the Debtors' Motion to extend is available at https://bit.ly/398kil7 from Primeclerk.com. About Katerra Inc. Based in Menlo Park, Calif., Katerra Inc. is a Japanese-funded, American technology-driven offsite construction company. Katerra was founded in 2015 by Michael Marks, former chief executive officer of Flextronics and former Tesla interim CEO, along with Fritz Wolff, the executive chairman of The Wolff Co. It offers technology-driven design, manufacturing, and assembly solution for bathroom pods, door and window, furniture, and modular utility systems. Katerra and its affiliates sought Chapter 11 protection (Bankr. S.D. 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 a tax consultant. Prime Clerk LLC is the claims and noticing agent. The official committee of unsecured creditors tapped Fox Rothschild, LLP, as counsel; and FTI Consulting, Inc., as financial advisor. Weil, Gotshal & Manges LLP is counsel for SB Investment Advisers (UK) Limited, DIP lender. * * * Katerra in early August 2021 won court approval to sell factories in Washington State and California for a total of $71 million. Blue Varsity LLC, a wholly-owned subsidiary of Mercer International Inc., purchased Katerra's cross-laminated timber factory in Spokane, Wash. Volumetric Building Companies, a Philadelphia-based construction company, agreed to buy Katerra's two-year-old factory in Tracy, Calif. KLX ENERGY: Incurs $25 Million Net Loss in Second Quarter --------------------------------------------------------- KLX Energy Services Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $25 million on $111.9 million of revenues for the three months ended July 31, 2021, compared to a net loss of $20.4 million on $36.2 million of revenues for the three months ended July 31, 2020. For the six months ended July 31, 2021, the Company reported a net loss of $61.8 million on $202.7 million of revenues compared to a net loss of $263.5 million on $119.2 million of revenues for the same period during the prior year. As of July 31, 2021, the Company had $334.6 million in total assets, $80.9 million in total current liabilities, $274.4 million in long-term debt, $3.4 million in long-term capital lease obligations, $4.1 million in other non-current liabilities, and a total stockholders' deficit of $28.2 million. Chris Baker, president and chief executive officer of KLXE, stated, "We are very pleased that our fiscal second quarter revenue grew 23% sequentially, exceeding our guidance of 15% to 20%. This sequential improvement was supported by higher activity levels and increased pricing across many of our service lines. Fueled by our improved topline, our merger synergies and additional incremental cost savings realized during the fiscal second quarter, we grew Adjusted EBITDA sequentially by $10 million from fiscal first quarter 2021 levels and generated positive Adjusted EBITDA for the first time since fiscal first quarter 2020." "Looking forward, we believe improved pricing and activity will continue to drive positive results, with fiscal third quarter revenue expected to increase between 8% to 12%," concluded Baker. Total debt outstanding as of July 31, 2021 was $274.4 million, compared to $243.9 million as of Jan. 31, 2021. The increase in total debt was driven by borrowings under the ABL Facility. As of July 31, 2021, cash and equivalents totaled $39.4 million. Total available liquidity as of July 31, 2021 was approximately $57.2 million, including $17.8 million available on the July 31, 2021 ABL Facility Borrowing Base Certificate, net of $10.0 million FCCR holdback. The Senior Secured Notes bear interest at an annual rate of 11.5%, payable semi-annually in arrears on May 1 and November 1. Accrued interest as of July 31, 2021 was $7.2 million for the Senior Secured Notes and $0.2 million related to the ABL facility. Net working capital as of July 31, 2021 was $40.3 million, an increase of $10.1 million as compared with April 30, 2021. The increase in net working capital was driven by the sequential increase in activity from fiscal first quarter to fiscal second quarter. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1738827/000173882721000034/klxe-20210731.htm About KLX Energy Headquartered in Wellington, Florida, KLX Energy Services Holdings, Inc. is a provider of diversified oilfield services to leading onshore oil and natural gas exploration and production companies operating in both conventional and unconventional plays in all of the active major basins throughout the United States. The Company delivers mission critical oilfield services focused on drilling, completion, intervention and production activities for the most technically demanding wells from over 60 service facilities located in the United States. KLXE's complementary suite of proprietary products and specialized services is supported by technically skilled personnel and a broad portfolio of innovative in-house research and development, manufacturing, repair and maintenance capabilities. KLX Energy reported a net loss of $332.2 million for the year ended Jan. 31, 2021, compared to a net loss of $96.4 million for the year ended Jan. 31, 2020. As of April 30, 2021, the Company had $337 million in total assets, $88.9 million in total current liabilities, $244.1 million in long-term debt, $3.9 million in long-term capital lease obligations, $4.3 million in other non-current liabilities, and a total stockholders' deficit of $4.2 million. * * * As reported by the TCR on Feb. 23, 2021, Moody's Investors Service completed a periodic review of the ratings of KLX Energy Services Holdings, Inc. and other ratings that are associated with the same analytical unit. KLX Energy Services Holdings, Inc.'s (KLXE) Caa1 Corporate Family Rating reflects the company's relatively small scale while providing a range of well completion, intervention, drilling and production services in a highly cyclical industry. In April 2020, S&P Global Ratings lowered its issuer credit rating on KLX Energy Services Holdings Inc., a U.S.-based provider of onshore oilfield services and equipment, to 'CCC+' from 'B-'. "Demand for onshore U.S. oilfield services collapsed along with oil prices. The recent fall in oil prices has led many E&P companies to announce material cuts to capital spending plans, leading us to reduce our demand expectations for the oilfield services sector. We now expect oilfield services demand could decline by about 30% in the U.S. in 2020, with further downside risk if the current weak price environment remains for a prolonged period," S&P said. KOSMOS ENERGY: FMR LLC, Abigail Johnson Report 9.6% Equity Stake ---------------------------------------------------------------- FMR LLC and Abigail P. Johnson disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission on Sept. 9, 2021, that they beneficially own 39,279,861 shares of common stock of Kosmos Energy Ltd which represents 9.616% of the shares outstanding. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares a nd the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/315066/000031506621001720/filing.txt 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 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. KRATON CORP: S&P Raises ICR to 'BB-' on Improved Operating Results ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Kraton Corp. to 'BB-' from 'B+'. The outlook is stable. S&P also raised its issue-level rating on the company' euro-denominated term loan to 'BB+' from 'BB'. The '1' (95%) recovery rating is unchanged. S&P said, "We affirmed the issue-level rating on the unsecured notes at 'BB-'. We revised the recovery rating to '3' from '2', reflecting our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery prospects in the event of a payment default. "The stable outlook reflects our view that Kraton's credit metrics will continue to strengthen and remain appropriate for the rating over the next two years. "We anticipate 2021 EBITDA will strengthen considerably relative to pandemic-level earnings in 2020. Kraton's first-half 2021 operating results exceeded our initial expectations as it continued to increase margins and EBITDA levels stemming from positive pricing actions and the strong economic rebound in its end markets. The earnings recovery combined with meaningful debt reduction in early 2020 will boost leverage metrics to levels above our previous assumptions. We expect that combined earnings from its major business segments will grow by double digits in 2021. We now anticipate S&P Global Ratings's weighted average credit metrics such as funds from operations (FFO) to debt to exceed 20% over the next couple of years. We anticipate combined earnings from its three major geographic regions--the Americas; Europe, Middle East, and Africa (EMEA); and Asia-Pacific (APAC)--will continue to recover and grow by the mid-single-digit percent area in the second half of 2021. One of our key assumptions for the rating is that management will support these improved credit metrics by continuing to deleverage the business. "Although we've seen the company increase its margins this year through successful pricing actions, we continue to view Kraton's EBITDA margins as being in the middle of the range for chemical companies, its earnings as being susceptible to some volatility in commodity input costs, and some seasonality in its polymer segment. The company remains somewhat exposed to potentially sharp fluctuations in raw material costs in the polymer segment, including butadiene, styrene, and isoprene and crude tall oil (CTO) and crude sulfate turpentine (CST) in the chemical segment. However, Kraton is able to largely mitigate these impacts through successful price actions. The company will continue to benefit from leading market positions in both hydrogenated and unhydrogenated styrene block copolymers and as a leading supplier of environmentally friendly pine-based specialty chemicals. Other strengths include Kraton's good geographic diversity of revenue and its low customer concentration. "The stable outlook on Kraton reflects the company's track record of meaningful debt paydown last year and our expectations for at least stable credit metrics over the next year. We project Kraton's metrics such as weighted-average FFO to debt of over 20% during the next couple of years. Our base case scenario does not consider any increases in debt for shareholder rewards or acquisitions. We assume the company will be able to maintain EBITDA margins in the high-teen percent area while slowly expanding EBITDA. We base these assumptions on our belief that demand in key end markets will remain strong in the U.S., EMEA, and APAC, and the company will not be materially affected by supply chain constraints. "We could take a negative rating action on Kraton over the next 12 months if demand faltered across Kraton's segments, causing earnings and EBITDA to weaken materially such that FFO to debt fell below 20% for a sustained period. Furthermore, earnings could be weaker in the future if raw material costs spiked unexpectedly or if prices for the company's products in its CST chain did not improve. We could also lower the ratings if, against our expectations, the company undertook more aggressive financial policies such as a large debt-funded acquisitions or shareholder rewards, which would hurt credit measures. "Although unlikely, we could raise the rating within the next 12 months if we believed that FFO to debt would exceed 30% for a sustained period. In such a scenario, we would expect EBITDA margins to expand 200 basis points from our expectations. Earnings growth above our current projections and management's commitment to lower leverage levels are key drivers for us to consider an upgrade. Before contemplating an upgrade, we would need to gain clarity that the company's financial policies and growth initiatives would support maintaining these credit measures." L O RANCH: Non-insider Unsecureds Will Get 100% of Claims --------------------------------------------------------- L O Ranch Limited Partnership filed with the U.S. Bankruptcy Court for the District of Montana a Small Business Plan of Reorganization dated Sept. 7, 2021. The Debtor is a Montana partnership, organized in 2000. Since its inception, LO Ranch Limited Partnership has owned and rented three parcels of real property in Carter County, Montana. Bonnie Ballou is the general partner and also a limited partner of LO Ranch; the property owned by LO Ranch has been in Balloul's family since the late 1930's or early 1940's. The ranch is comprised of three parcels approximately 22 to 27 miles north of Alzada, Montana. The LO Ranch owns a total of 8332.44 acres comprised of the "Dorsett Place" (2120 deeded acres), the "LO Ranch" (2696.70 deeded acres), and the "Butte Creek" property (3515.74 deeded acres). The LO Ranch leases its pasture on a cash basis of $42,988.50 per year and leases its hay ground on a 1/3 crop share basis. The events leading to the chapter 11 filing are the litigation with William Walker which ultimately required the LO Ranch to pay an annual payment beyond its means to William. While the LO Ranch was able to fund the first two payments through retained earnings and loan proceeds, it was not able to sustain this financing. This case was filed after William brought an action to compel payment. This Plan under chapter 11 of the Code proposes to pay creditors of the Debtor from the sale of real estate, pasture rent, and other operations. Class 2A consists of the claim of Pinnacle Bank. The Class 2A allowed claim shall be paid in a partial lump sum on the Effective Date in the amount of (i) 50% of the Class 2A allowed claim plus (ii) the Sale Surplus; any remaining amount shall be paid commencing on the anniversary date of the Effective Date and continuing for a total of 20 years. Interest shall accrue on the Class 2A claim at the rate of 4%. All the terms and conditions of the loan agreement constituting the Class 2A claim shall remain in effect and binding upon the Debtor. Class 2B consists of the claim of William Walker. The Class 2B allowed claim less 50% of the Class 2A claim shall be paid its allowed claim, including principal, interest (including postpetition interest), allowed professional fees, and costs on the Effective Date. The Class 2B claimant's joint liability for the Class 2A claim shall be deemed satisfied through the payment described in the Class 2A treatment. Class 2C consists of the claim of Pinnacle Bank. The Class 2C allowed claim shall be paid (i) from any remaining Sale Surplus after satisfaction of the Class 2A claim, and (ii) any remaining amount thereafter shall be paid commencing on the anniversary date of the Effective Date and continuing for a total of 20 years. Interest shall accrue on the Class 2C claim at the rate of 4%. All the terms and conditions of the loan agreement constituting the Class 2C claim shall remain in effect and binding upon the Debtor. Class 3A consists of Non-priority, noninsider unsecured creditors. The Class 3A Non-Priority, non-insider Class 3A allowed claims will each receive a total distribution of 100% of their allowed claims through four equal annual payments commencing on the first anniversary date of the Effective Date. Class 3B consists of Non Priority, insider Class Creditor. The Class 3B Non Priority, insider allowed claim will be paid at the Debtor's discretion following the satisfaction of the Class 3A allowed claims. Class 4 consists of Equity security holders of the Debtor. The equity interests of the Debtor will remain unaffected by this Plan. This Plan will be implemented through the Auction of the Sale Property, distributions of the Sale Surplus to allowed claims of the Class 2A (in part), Class 2B, allowed administrative costs, and remaining 2A claim and Class 2C claim, in that order, and through annual payments received by the Debtor as rent of its real and personal property. A full-text copy of the Plan of Reorganization dated September 7, 2021, is available at https://bit.ly/3AfsiwB from PacerMonitor.com at no charge. Attorney for Debtor: James A. Patten, Esq. Molly S. Considine, Esq. Patten Peterman Bekkedahl and Green, PLLC 2817 2nd Avenue North, Ste. 300 Billings, MT 59103-1239 Tel: (406) 252-8500 Fax: (406) 294-9500 Email: apatten@ppbglaw.com mconsidine@ppbglaw.com About L O Ranch Ltd. L O Ranch Ltd. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case No. 21-10064) on June 8, 2021. At the time of filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Benjamin P. Hursh oversees the case. James A. Patten, Esq., at Patten Peterman Bekkedahl & Green, PLLC, is the Debtor's legal counsel. LIMETREE BAY: Asks Court for Additional Time to Woo Buyer --------------------------------------------------------- Patricia Borns, writing for The St. Thomas Source, reports that Limetree Bay Refinery proposed new deadlines for the bidding and sale of its bankrupt oil refining operations on Friday that will be heard, and likely approved, in the Bankruptcy Court of the Southern District of Texas on Wednesday, Sept. 15, 2021. Under the current schedule, Limetree was to have identified a stalking horse, or low-end bidder, by Friday, and close a sale by Nov. 8. The extension of more than a month allows prospective purchasers additional time to tour the physical plant on St. Croix, Limetree lead bankruptcy counsel Elizabeth Green said. The company reported in August that it had sent almost 20 non-disclosure agreements to possible buyers. While Green couldn't discuss specifics of who they are, her motion suggests that Limetree, if given more time, could cultivate one who could set a bottom price point for the assets to prevent others from under-bidding the purchase price. "The paramount goal of any proposed sale of property of a debtor is to maximize the value received by the estate," Green wrote in her motion. "While the Debtors have received significant interest in the acquisition of the Assets, discussions with interested parties remain ongoing. Accordingly, the Debtors believe, in their sound business judgment, that additional time would substantially benefit the estates and creditors by providing an opportunity to continue such discussions and, ultimately, negotiate the most advantageous proposal available to serve as a stalking horse bid for the sale." As a debtor in possession, Limetree is operating on a short financial leash with a cash loan keeping it afloat until it can realize a sale that would allow its creditors to be paid. It filed for Chapter 11 protection in July after a short-lived attempt to revive the circa 1960s St. Croix refinery, previously owned by Hovensa. The company owes over $1.2 billion to secured creditors, according to recent court documents. 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. Texas Case No. 21-32351). Limetree Bay Terminals, LLC did not file for bankruptcy. In the petitions signed by Mark Shapiro, chief restructuring officer, Limetree Bay Services disclosed up to $10 million in assets and up to $50,000 in liabilities. Limetree Bay Refining, LLC, estimated up to $10 billion in assets and up to $1 billion in liabilities. The Debtors tapped Baker Hostetler as legal counsel and B. Riley Financial Inc. as restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases on July 26, 2021. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. 405 Sentinel, LLC serves as administrative and collateral agent for the DIP lenders. MARRIOTT INTERNATIONAL: Egan-Jones Keeps BB Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on September 2, 2021, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Marriott International Inc. Headquartered in Bethesda, Maryland, Marriott International Inc. of Maryland is a worldwide operator and franchisor of hotels. MARS BORROWER: Moody's Assigns First Time B2 Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service assigned a first-time B2 Corporate Family Rating and B2-PD Probability of Default Rating to Mars Borrower, LLC (dba Liftoff+Vungle) in connection with the pending merger of Liftoff Mobile, Inc. with Vungle Inc. Moody's also assigned a B2 instrument rating to the proposed 5-year, first lien senior secured revolver and 7-year, first lien senior secured term loan. The outlook is stable. Net proceeds from the proposed debt issuance and a portion of excess cash will be used to refinance existing credit facilities (just under $700 million of combined outstanding debt) and fund a special dividend. Blackstone Group L.P. currently own the majority of Liftoff Mobile, Inc. and Vungle Inc., and will be rolling over remaining equity in both portfolio companies. The rating actions are summarized: Assignments: Issuer: Mars Borrower, LLC (dba Liftoff+Vungle) Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: Mars Borrower, LLC (dba Liftoff+Vungle) Outlook, Assigned Stable The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. RATINGS RATIONALE The B2 CFR of Liftoff+Vungle reflects the merged company's position as one of the largest independent mobile marketing platforms providing both demand-side and supply-side offerings and diversified across gaming and several other industry sectors. Moody's expects Liftoff+Vungle will continue to generate double digit percentage top line gains, supported by favorable growth trends for mobile advertising, with combined adjusted EBITDA margins exceeding 45% and good free cash flow conversion. Ratings incorporate the small scale of Liftoff+Vungle relative to much larger competitors, including social media providers, competitive pressures in a rapidly changing environment, and ownership by a financial sponsor. In 2020, revenues for Liftoff standalone grew 65%, and Moody's expects revenues to grow more than 35% in 2021. In contrast, revenue growth for Vungle standalone in 2020 underperformed and was only nominal reflecting unexpected challenges including the need to ramp up participation in app bidding environments (as opposed to fixed price environments). Vungle has since increased its market share in app bidding environments, and Moody's expects revenue growth to exceed 20% in 2021. Post-merger, Liftoff-Vungle will need to be financially disciplined while it navigates through challenges related to merging operations of equal size and the fast pace of innovation which requires constant monitoring and investment to remain competitive. Inevitable consolidation in the sector as the ad tech sector matures will lead to heightened competition from larger providers. Apple's iOS 14 Identifier for Advertisers (IDFA) changed settings and now require users to proactively opt-in, as opposed to the historical opt-in default setting which requires users to opt-out, if desired. This change is expected to make it more difficult for advertisers to track user behavior across apps. Despite uncertainties, Liftoff+Vungle is better positioned for this transition given its leading position and scale relative to other mobile ad bidding platforms. Since the change in IDFA setting, Liftoff and Vungle have each been able to grow revenues and gain market share as transaction volumes migrate to leading providers. Nevertheless, Moody's believes there is the potential for deep pocketed social media platforms and new entrants to develop their own competing proprietary products in the attractive, fast-growing mobile segment. Debt to EBITDA at closing is roughly 5.7x (Moody's adjusted, partial credit for targeted synergies or 6.1x with no credit for synergies), and Moody's expects a portion of excess cash will be used to reduce debt balances absent acquisitions or distributions. Governance risks are a key consideration given that financial sponsors typically look to enhance equity returns through distributions or debt financed acquisitions. Moody's views the financial policy of Liftoff+Vungle to be aggressive given private-equity ownership, the proposed debt funded distribution at closing, and potential for debt funded acquisitions. Lack of public financial disclosure and the absence of board independence are also considered in the B2 CFR. Liquidity is expected to be very good over the next year with adjusted free cash flow to debt in the low double-digit percentage range, despite being a taxpayer (estimated 24% cash tax rate). Liftoff+Vungle has an asset-lite business model with manageable working capital requirements and good free cash flow conversion. In addition, the company will have good availability under the proposed 5-year revolver which is expected to be undrawn at closing. The B2 rating for the 1st lien revolver and 1st lien term loan is in line with the B2 CFR given the credit facilities represent the preponderance of funded debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook incorporates Moody's expectation for organic annual revenue growth exceeding 20% with stable to modestly improving margins and good free cash flow. Moody's expects organic growth investments and potential acquisitions will be funded primarily with excess cash and potential debt issuances will be managed to return credit metrics, including adjusted leverage, to pre-transaction levels within one year. Moody's also expects the majority of targeted cost synergies will be achieved within two to three fiscal quarters post-closing, but certain IT platforms will run in parallel beyond the first year to support uninterrupted revenue generation. Ratings could be upgraded if revenue growth tracks increasing mobile app demand and if stable to improving margins and capital allocation lead Moody's to expect adjusted debt to EBITDA will be sustained below 4.0x, despite tuck in acquisitions or distributions. Liftoff+Vungle will need to establish a track record for growing free cash flow while adhering to disciplined financial policies. Liquidity would also need to be very good with increasing cash balances, good conversion of EBITDA to free cash flow, and adjusted free cash flow to debt consistently above 15%. Ratings could be downgraded if Moody's expects adjusted debt to EBITDA will be sustained above 6x due to underperformance, including delays integrating the merger, or due to debt financed acquisitions or distributions. There would be downward pressure on ratings if liquidity deteriorates or if organic revenue growth decelerates to the mid-single digit percentage range reflecting competitive pressures, poor execution, or unforeseen challenges related to the merger. As proposed, the new first lien term loan is expected to provide covenant flexibility for transactions that could adversely affect creditors including incremental facility capacity plus additional pari passu credit facilities. Additional debt is permitted for incremental facilities that are secured on a junior lien basis (subject to a senior secured leverage ratio) or are unsecured (subject to a total leverage ratio). Summary term sheet indicates a 100% net asset sale prepayment requirement with step downs, subject to a reinvestment window. Mars Borrower, LLC (dba Liftoff+Vungle) is one of the largest independent growth enablement platforms within the fast-growing global mobile ecosystem upon. The company will be formed by the merger of Liftoff Mobile, Inc., a global performance-based mobile marketing platform that helps customers acquire and retain users across several industry verticals including gaming, commerce, and social media, with Vungle Inc., a global performance marketing platform for mobile app video ads with a primary focus on the mobile game industry. Liftoff+Vungle will be majority owned by Blackstone Group. Net revenues for the merged entity are expected to approach $500 million over the next year. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. MARS INTERMEDIATE: S&P Assigns 'B' ICR on Merger, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to the combined merged company, Mars Intermediate LLC. This is one notch lower than its current ratings on Liftoff Mobile Inc. and Vungle Inc. The lower rating is due to its view of the financial policy in light of the planned large debt-financed dividend. S&P said, "We also assigned our 'B' issue-level rating to the company's proposed senior secured credit facilities that include a $1,250 million seven-year first-lien term loan and $150 million five-year revolver. The recovery rating is '3'. "The stable outlook reflects our expectation for the combined pro forma company to increase revenues at rates comparable to ad-tech mobile industry growth. We also expect successful execution of synergies such that S&P Global Ratings' adjusted EBITDA margins expand to the high-40% to low-50% range. We do not expect any significant negative financial impact from Apple Inc.'s identifier for advertisers (IDFA) privacy changes." On Aug. 24 2021, Blackstone Group Inc. announced the merger between two of their portfolio companies: Liftoff Mobile Inc. and Vungle Inc. Blackstone expects the transaction to close by the end of September. S&P said, "We revised our financial policy assessment on the company due to the increase in leverage from both companies on a stand-alone basis, mainly caused by a debt-financed dividend. We note the company has capacity to delever from earnings growth. Through the transaction, the company's financial sponsor, Blackstone will lever the pro forma company to 7x on an S&P Global Ratings' adjusted basis. We view the debt-financed dividend as indicative of a more aggressive financial policy than what we had assessed for Liftoff and Vungle previously. Blackstone had mostly equity funded its investments into Liftoff and Vungle--resulting in low leverage for the two companies in the past (within the 3x-4x range). We do not forecast the pro forma company to return to these leverage levels until 2023. We believe that management and the owners are more comfortable with higher leverage now compared with the recent past. This increases the risk of further debt-funded dividends over time--as the company rapidly deleverages through earnings growth, leverage may then be added on to fund shareholder returns. "The stable outlook reflects our expectation for strong organic net revenue growth in the high-20 percentage range in 2021, and high-teens percentage range in 2022. This growth, combined with EBITDA margins in the high-40 to low-50 percentage range (off of net revenues, which will be how the company reports) will support deleveraging to the mid-5x area by the end of 2021. We do not expect substantial negative impact from Apple's IDFA change in 2021 because the companies now have methods to analyze contextual data. We also note the industry continues to scale--more advertising dollars are being reallocated to programmatic, areas which both Vungle and Liftoff have skillsets in." S&P could lower the rating if: -- The company's business position weakens dramatically resulting in poor revenue and customer retention rates; or -- FOCF to debt declines to below 5%. -- An upgrade is unlikely over the next 12 months because of S&P's view of the company's financial policy. S&P could consider an upgrade over the long term with: -- A more favorable view of financial policy. This could occur with deleveraging to below 5x and an expectation that leverage will remain below 5x even through future debt-funded dividends or acquisitions; or -- A more favorable view of the business risk. This could occur with increasing diversification of revenue sources and customers, as well as sustained growth at above-market rates. MDVE12 LLC: Case Summary & 6 Unsecured Creditors ------------------------------------------------ Debtor: MDVE12 LLC 10731 Hawks Vista St Plantation, FL 33324-8210 Business Description: MDVE12 LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 13, 2021 Court: United States Bankruptcy Court Southern District of Florida Case No.: 21-18843 Judge: Hon. Scott M. Grossman Debtor's Counsel: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 330 N Andrews Ave Ste 450 Fort Lauderdale, FL 33301-1012 Tel: (954) 765-3166 Email: chad@cvhlawgroup.com Total Assets: $1,011,400 Total Liabilities: $1,472,915 The petition was signed by Daniel Minkowitz, managing member/CEO. A copy of the Debtor's list of six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GI5I3WQ/MDVE12_LLC__flsbke-21-18843__0006.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/K7BLBEI/MDVE12_LLC__flsbke-21-18843__0001.0.pdf?mcid=tGE4TAMA MGM RESORTS: Egan-Jones Keeps CCC+ Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on August 31, 2021, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by MGM Resorts International. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Las Vegas, Nevada, MGM Resorts International operates gaming, hospitality, and entertainment resorts. MOVIMIENTO PENTECOSTAL: Taps Almeida & Davila as Bankruptcy Counsel ------------------------------------------------------------------- Movimiento Pentecostal Apostolico Cristiano, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Almeida & Davila, P.S.C. to handle its Chapter 11 case. Almeida & Davila will charge between $175 and $250 per hour for the services of its attorneys and $85 per hour for paralegal services. The firm will also seek reimbursement for out-of-pocket expenses incurred. The retainer fee is $4,000. Enrique Almeida, Esq., a partner at Almeida & Davila, 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: Enrique M. Almeida, Esq. Zelma B. Davila, Esq. Almeida & Davila, P.S.C. 268 Ave. Ponce de Leon San Juan, PR 00918 Tel: (787) 722-2500 Fax: (787) 777-1376 Email: enrique.almeida@almeidadavila.com zelma.davila@almeidadavila.com About Movimiento Pentecostal Apostolico Cristiano Inc. Movimiento Pentecostal Apostolico Cristiano, Incorporado filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 21-02645) on Sept. 1, 2021, listing as much as $500,000 in both assets and liabilities. The Debtor is represented by Almeida & Davila, P.S.C. N.G. PURVIS: Court Extends Plan Exclusivity Until November 2 ------------------------------------------------------------ Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division extended the periods within which N.G. Purvis Farms, Inc. has the exclusive right to file a Plan through and including November 2, 2021, and to solicit acceptances through and including January 4, 2022. The granted extensions will not prejudice any party and are in the best interests of the Estate and all parties in interest. A copy of the Debtor's Motion to extend is available at https://bit.ly/3npDSSc from PacerMonitor.com. A copy of the Court's Extension Order is available at https://bit.ly/3C4yxUc from PacerMonitor.com. About N.G. Purvis Farms N.G. Purvis Farms, Inc. operates throughout the Southeast as a farrow-to-finish pork producer, which breeds, farrows, weans, and raises weaner pigs, feeder pigs, and market hogs, and then sold to pork processors. It owns and operates 12 farms in North Carolina and two farms in Georgia, together with associated facilities, on which it maintains herds of sows, breeds piglets, and raises market hogs. It contracts with numerous independent growers to feed and finish at their facilities weaned pigs and feeder pigs furnished and owned by the company into market hogs. N.G. Purvis Farms sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 21-01068) on May 6, 2021. In the petition signed by Jerry M. Purvis, Sr., president, the Debtor disclosed $34,268,361 in assets and $53,126,237 in liabilities. Judge Stephani W. Humrickhouse oversees the case. The Debtor tapped Butler & Butler, LLP and Hendren, Redwine, Malone PLLC as bankruptcy counsel, Robbins May & Rich LLP as special counsel, Frost PLLC as an accountant, NutriQuest Business Solutions LLC as restructuring advisor, and David Lawhon Appraisal, Inc. as an appraiser. Steve Weiss of NutriQuest Business Solutions serves as the Debtor's chief restructuring officer. On May 27, 2021, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina appointed an official committee of unsecured creditors. The committee tapped Waldrep Wall Babcock & Bailey, PLLC as legal counsel and Dundon Advisers, LLC as financial advisor. N.G. PURVIS: Plan Contemplates Phase Out of Hog Production ---------------------------------------------------------- N.G. Purvis Farms, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a Chapter 11 Plan and Disclosure Statement dated September 3, 2021. The Debtor intends to phase out of its market hog production and transition from a farrow-to-finish operation to a farrow-to-wean operation by (i) growing out and liquidating its market hogs in the ordinary course of its business; (ii) liquidating certain other real property and personal property assets associated with its finishing operations; (iii) and restructuring its operations as a debtor-in-possession for the benefit of its creditors. The component of the Debtor's reorganization involving the growing out and liquidation of its market hogs in the ordinary course of its business is anticipated to take approximately six months from the Petition Date. The Debtor shall make payments under the Plan from the liquidation of assets and from revenues generated from ongoing business operations. Secured claims in the Debtor's case aggregate $30,938,176, of which $11,167,514 comprises the secured claim of First National Bank of Omaha (FNBO), and $19,610,360 comprises the secured claim of LOL Finance Co. General Unsecured Claims total $13,313,036. All property owned by the Debtor that is sold pursuant to the Plan will be sold free and clear of all liens and encumbrances. Upon the sale of such property, all liens and encumbrances secured by such property shall attach to the net sales proceeds. The proceeds from the sale of any of the Debtor's real and personal property shall be distributed first, to pay all reasonable and ordinary costs of sale and closing costs, then to holders of properly perfected liens against the property in the order of priority. The net proceeds remaining, if any, shall be used to satisfy unpaid Allowed Administrative Claims, then Priority Claims, if any amount remains. Holders of General Unsecured Claims shall be paid pro rata, from any remaining net proceeds after payment to the senior classes of claims, up to the full amount of Allowed General Unsecured Claims. Only after all creditor claims are paid in full shall equity security holders receive of what's left from the sale proceeds, if any. A copy of the Disclosure Statement is available for free at https://bit.ly/2X0xzcs from PacerMonitor.com. Counsel for the Debtor: Jason L. Hendren, Esq. Rebecca F. Redwine, Esq. Benjamin E.F.B. Waller, Esq. Hendren, Redwine & Malone, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Telephone: (919) 573-1422 Facsimile: (919) 420-0475 Email: jhendren@hendrenmalone.com rredwine@hendrenmalone.com bwaller@hendrenmalone.com - and - Algernon L. Butler, III, Esq. Butler & Butler, LLP P.O. Box 38 Wilmington, NC 28402 Telephone: (910) 762-1908 Facsimile: (910) 762-9441 Email: albutleriii@butlerbutler.com About N.G. Purvis Farms N.G. Purvis Farms, Inc. operates throughout the Southeast as a farrow-to-finish pork producer, which breeds, farrows, weans, and raises weaner pigs, feeder pigs and market hogs, and then sold to pork processors. It owns and operates 12 farms in North Carolina and two farms in Georgia, together with associated facilities, on which it maintains herds of sows, breeds piglets, and raises market hogs. It contracts with numerous independent growers to feed and finish at their facilities weaned pigs and feeder pigs furnished and owned by the company into market hogs. N.G. Purvis Farms sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 21-01068) on May 6, 2021. In the petition signed by Jerry M. Purvis, Sr., president, the Debtor disclosed $34,268,361 in assets and $53,126,237 in liabilities. Judge Stephani W. Humrickhouse oversees the case. The Debtor tapped Butler & Butler, LLP and Hendren, Redwine, Malone PLLC as bankruptcy counsel, Robbins May & Rich LLP as special counsel, Frost PLLC as accountant, and NutriQuest Business Solutions LLC as restructuring advisor. Steve Weiss of NutriQuest Business Solutions serves as the Debtor's chief restructuring officer. On May 27, 2021, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina appointed an official committee of unsecured creditors. The committee tapped Waldrep Wall Babcock & Bailey, PLLC as legal counsel and Dundon Advisers, LLC as financial advisor. NET ELEMENT: Gets $4.7M From Exchange Transactions With Esousa -------------------------------------------------------------- Net Element, Inc. filed a Current Report on Form 8-K on Aug. 31, 2021, reporting under Item 3.02 the exchanges through Aug. 31, 2021 of shares of its common stock pursuant to the Master Exchange Agreement dated as of July 9, 2021 with Esousa Holdings, LLC, a New York limited liability company, in transactions that were not registered under the Securities Act of 1933, as amended. After the filing date of the August 31st 8-K through the filing date of this Current Report on Form 8-K (Sept. 10, 2021), Net Element has exchanged an aggregate of an additional 500,000 shares of common stock pursuant to the Exchange Agreement with ESOUSA in multiple transactions, with the exchange on Sept. 9, 2021 resulting in the issuance by Net Element greater than 5% of its outstanding common stock exchanged in unregistered transactions since the filing date of the August 31st 8-K. Net Element received total consideration of $4.7 million for the shares. The shares were issued to Esousa under an exemption from the registration requirements of the Securities Act in reliance upon Section 3(a)(9) of the Securities Act. Reflecting the issuance of the shares, as of the filing date of this Current Report on Form 8-K, Net Element had 6,404,716 shares of common stock outstanding. About Net Element Headquartered in North Miami Beach, Florida, Net Element, Inc. (NASDAQ: NETE) -- http://www.NetElement.com-- is a global technology and value-added solutions group that supports electronic payments acceptance in a multi-channel environment including point-of-sale (POS), e-commerce and mobile devices. The Company operates two business segments as a provider of North American Transaction Solutions and International Transaction Solutions. Net Element reported a net loss attributable to the Company's stockholders of $5.94 million for the year ended Dec. 31, 2020, compared to a net loss attributable to the Company's stockholders of $6.46 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $30.77 million in total assets, $24.61 million in total liabilities, and $6.16 million in total stockholders' equity. NEWPARK RESOURCES: Egan-Jones Keeps B- Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on September 1, 2021, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Newpark Resources, Inc. EJR also upgraded the rating on commercial paper issued by the Company to B from C. Headquartered in The Woodlands, Texas, Newpark Resources, Inc. provides environmental services to the oil and gas exploration and production industry, primarily in the Gulf Coast market. NORTH PIER OCEAN: Bankr. Administrator Unable to Appoint Committee ------------------------------------------------------------------ The U.S. Bankruptcy Administrator for the Eastern District of North Carolina disclosed in a filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of North Pier Ocean Villas Homeowners Association, Inc. About North Pier Ocean Villas Homeowners Association North Pier Ocean Villas Homeowners Association, Inc. filed a petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 21-01760) on Aug. 5, 2021, listing under $1 million in both assets and liabilities. David J. Haidt, Esq., at Ayers & Haidt, PA, represents the Debtor as legal counsel. NORTHERN OIL: Angelo Gordon, et al., Report 7.18% Equity Stake -------------------------------------------------------------- Angelo Gordon, & Co., L.P., AG GP, LLC, Josh Baumgarten and Adam Schwartz disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of Sept. 2, 2021, they beneficially own 4,875,348 shares of common stock of Northern Oil and Gas, Inc., which represents 7.18 percent based on 66,172,097 shares of common stock of the issuer outstanding as of Aug. 4, 2021, as reported in the issuer's Form 10-Q filed with the SEC on Aug. 5, 2021. Angelo Gordon, in its capacity as investment manager to certain managed accounts and investment fund vehicles, has sole power to vote all shares of common stock held in the accounts and to dispose of all shares of common stock held in the accounts. Mr. Baumgarten and Mr. Schwartz are the co-chief executive officers of Angelo Gordon and are the managing members of AG GP, sole general partner of Angelo Gordon. Each of Mr. Baumgarten, Mr. Schwartz, and AG GP may be deemed to control Angelo Gordon. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/860662/000101143821000213/form_sc13da-northern.htm About Northern Oil and Gas Northern Oil and Gas, Inc. -- http://www.northernoil.com-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil reported a net loss of $906.04 million for the year ended Dec. 31, 2020, compared to a net loss of $76.32 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $1.09 billion in total assets, $1.26 billion in total liabilities, and a total stockholders' deficit of $168.22 million. NORTHSTAR: SSEK Represents Investors in $500K Arbitration Claim --------------------------------------------------------------- Two claimants from Tokyo, Japan are pursuing up to $500K in damages from UnionBanc Investment Services, LLC. Shepherd Smith Edwards and Kantas are representing these investors and contend that their UnionBanc broker overconcentrated all of their assets in Northstar Financial Services (Bermuda) and caused them significant six-figure investment losses. A panel of three arbitrators will hear their case in San Francisco, California. SSEK Law Firm (at investorlawyers.com) is fighting for Northstar Financial Services (Bermuda) investors against the brokerage firms that unsuitably recommended and sold them this off-shore account to their financial detriment. Already, we have investigated several brokerage firms, including but not limited to: -- Raymond James Financial -- Bankoh Investment Services -- Truist Investment Services -- SunTrust Investment Services The investors initially only had traditional accounts at Union Bank until someone there connected them with a UnionBanc broker. UnionBanc Investment Services is a Union Bank subsidiary. It is unclear why the UnionBanc financial advisor would recommend Northstar Financial Service (Bermuda) products, which paid very little, to these customers that could have invested in a US-based annuity that offered the same tax features but were better regulated. Yet, the UnionBanc stockbroker claimed Northstar was a safe investment that supposedly met the claimants' low-risk threshold along with their desire to make returns. These inexperienced investors trusted the advice of their financial advisor. Now, they are left with serious investment losses. Northstar Financial Services (Bermuda) is in liquidation proceedings after filing for bankruptcy protection. Its owner, Greg Lindberg, is serving several years in prison. It appears that the only way that investors will get their money back is if they work with seasoned securities lawyers. The brokerage firm's supervision of their broker and these claimants' accounts was deficient and grossly negligent. Had there been proper supervision, it would have been easy to determine that Northstar (Bermuda) was an unsuitable investment for these customers. Instead, misrepresentations and omissions were made to them. Investors of this off-shore company may be owed up to $70M. If you invested in any Northstar Financial Services (Bermuda) products, reach out for legal advice today. ONEOK INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company, on September 1, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by ONEOK, Inc. Headquartered in Tulsa, Oklahoma, ONEOK, Inc. is a diversified energy company. P8H INC: Skaterschikov Denies Voting Control Acquired by FBAG ------------------------------------------------------------- Megan E. Noh, solely in her capacity as Chapter 11 Trustee (the "Trustee") of P8H, Inc., d/b/a Paddle 8 (the "Debtor"), and the Official Committee of Unsecured Creditors ("Committee") of the Debtor submitted a Disclosure Statement accompanying Amended Plan of Liquidation dated September 9, 2021. The Debtor operated an online platform for the sale for artworks, collectibles and experiences (such as exclusive access to sports and/or entertainment events) through online auctions and storefront sales. The Debtor focused its activities, in particular, on providing a vehicle for charitable organizations to generate funds by selling, at auction, artworks provided to and/or for the benefit of the charities. The Debtor's majority shareholder from its inception until early 2018 was an affiliate of former P8H director Christopher Hsu. According to certain of the Released Settling Parties, in early 2018, Oakley Capital International AG, a Swiss company later renamed FaceBank AG ("FBAG") which currently operates under the name Digital Commerce Strategy AG, became an indirect shareholder of the Debtor. At that time, other direct and indirect shareholders of the Debtor included The Native SA, a Swiss company formerly known as 5EL SA ("Native SA"), Lightyear Collective LLC, an investment company controlled by Christopher Hsu, Herculis Partners, which was also a significant shareholder of Native SA ("Herculis"), and Mr. Alexander Gilkes, also a significant shareholder of Native SA. The Trustee believes that Mr. Sergey Skaterschikov was connected directly or indirectly with both Native SA and FBAG. According to the limited records of the Debtor located by the Trustee that reflect its shareholdings at various times, the Trustee believes that FBAG acquired indirect voting control of the Debtor in or about 2018 or 2019. Mr. Skaterschikov denies that statement, and further contends that FBAG did not become a shareholder of the Debtor until early 2019. The Trustee believes that Mr. Skaterschikov was closely and directly involved in the business of the Debtor from early 2018 until at least August 2019, and that he remained somewhat less directly involved thereafter. Mr. Skaterschikov did not formally become either an officer or director of the company. The Trustee believes that Mr. Skaterschikov exercised direct control and engaged extensively in direct involvement in the Debtor and its business during those times. Mr. Skaterschikov denies these statements and insists that he was not in control of the Debtor at any point of time. According to Mr. Skaterschikov, since early 2018 and until August 2019, P8H was governed by a board of directors composed of Messrs. Hsu, Norman Hansen and Peter Rich, who were elected by the company's shareholders, and this board had effectively full authority over all the decisions of the company, and that after August 2019 full control of the company was exercised by FaceBank and the company's directors, and that he had no influence of any sort over the Debtor after August 2019. The Trustee believes that Mr. Skaterschikov's statements are incorrect. In August 2019, control of FBAG was acquired by FaceBank Group, Inc., a Florida public company currently operating under the name fuboTV, Inc. At the time of the transaction, Mr. John Textor was an officer, director and shareholder of FaceBank. As a result of its acquisition of the controlling stock interest in FBAG, the Trustee believes that FaceBank also acquired indirect control over the majority voting position in the Debtor. Mr. Textor has denied that statement. In early 2020, FaceBank established a wholly owned Luxembourg subsidiary named FBNK Finance S.a.r.l. Certain of the Released Settling Parties state, and the Trustee agrees, that FBNK became the largest creditor of the Debtor in early 2020 by acquiring, through assignment from StockAccess, the $10 million loan facility that had been extended by StockAccess to the Debtor in early 2019, and for which the outstanding loan obligation of P8H was more than $8.5 million. According to certain of the Released Settling Parties, at or about that time FBNK issued a EUR 50,000,0000 bond facility to refinance various obligations of FBAG and its affiliated entities including the debts of P8H. However, the parties acknowledge that no refinancing was implemented for the then-outstanding P8H debt to StockAccess or to other creditors before the company filed its voluntary bankruptcy petition on March 16, 2020. Each Holder of an Allowed General Unsecured Claim under the Plan who is in possession or custody of property that (i) is owned by the Debtor or an Online Seller, or (ii) the Holder of the Allowed Online Buyer Claim associated with such property has elected to receive in accordance with the Plan, shall release such property to, as the case may be (x) the Debtor or Online Seller under clause (i), or (y) the Holder of the Allowed Online Buyer Claim under clause (ii) who elects to retrieve the property at its own cost of shipment and delivery or, in the absence or inapplicability of such election, to the Plan Administrator as legal representative of the Debtor's Estate under the Plan, Online Seller or Artist- Consignor who owns such property. Like in the prior iteration of the Plan, Estimated Amount of General Unsecured Claims excluding Insider Unsecured Claims total $2,500,000 and shall recover 10%. Estimated Amount of Insider Unsecured Claims total $8,600,000 and shall recover 0.0%. A full-text copy of the Disclosure Statement dated Sept. 9, 2021, is available at https://bit.ly/3llkHGx from PacerMonitor.com at no charge. Attorneys for Megan E. Noh: Richard Levy, Jr., Esq. PRYOR CASHMAN LLP 7 Times Square New York, NY 10036 Telephone: (212) 326-0886 Facsimile: (212) 798-6393 E-mail: rlevy@pryorcashman.com Attorneys for the Official Committee of Unsecured Creditors: Richard J. Corbi, Esq. Law Offices of Richard J. Corbi PLLC 1501 Broadway, 12th Floor, New York, NY 10036 Tel: (646) 571-2033 (516) 582-0649 Email: rcorbi@corbilaw.com About P8H, Inc. d/b/a Paddle8 Paddle8 was founded in 2011 by Alexander Gilkes, Aditya Julka, andOsman Khan. It is one of the first online auction house that specialized in the art world's "middle market." It announced a high-profile merger with the Berlin-based online auction house Auctionata in 2016, but the partnership was dissolved in 2017 when Auctionata filed for insolvency. P8H, Inc., doing business as Paddle 8, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20 10809) on March 16, 2020. At the time of filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $50,001 and $100,000. Judge Stuart M. Bernstein oversees the case. The Debtor is represented by Kirby Aisner & Curley, LLP. Megan E. Noh is the Debtor's Chapter 11 trustee. The Trustee is represented by Pryor Cashman, LLP. FBNK Finance S.a.r.l., as lender, is represented by Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC. PACTIV EVERGREEN: Moody's Affirms B2 CFR, Rates New $800MM Loan B1 ------------------------------------------------------------------ Moody's Investors Service affirmed Pactiv Evergreen Group Holdings Inc.'s (formally known as Reynolds Group Holdings Inc.) B2 Corporate Family Rating and B2-PD Probability of Default Rating. Moody's also assigned B1 ratings to (i) Pactiv Evergreen Group Holdings Inc.'s (Pactiv Evergreen) proposed $800 million senior secured term loan maturing in 2028, and (ii) Pactiv Evergreen Group Issuer Inc.'s proposed $500 million senior secured notes due in 2028. All other ratings are affirmed. The outlook is stable. Pactiv Evergreen' s SGL-2 Speculative Grade Liquidity rating remains unchanged. The proceeds from the proposed financing will be used to fund the acquisition of Fabri-Kal and repay $1 billion of outstanding borrowings under the current term loan maturing in 2023. Pro forma for the proposed financing, Moody's projects Pactiv Evergreen's leverage will be 6.2x at December 31, 2022 (including Moody's adjustments). "Over the next twelve to eighteen months, we believe the company will benefit from strong operating fundamentals, grow revenue organically, generate higher earnings, and use free cash to reduce debt leverage." said Emile El Nems, a Moody's VP-Senior Credit Officer. The recent downward revision to 2021 EBITDA guidance is the result of one-time events that Moody's expect will be recouped in first half of 2022. Assignments: Issuer: Pactiv Evergreen Group Holdings Inc. Gtd. Senior Secured 1st Lien Term Loan B, Assigned B1 (LGD3) Issuer: Pactiv Evergreen Group Issuer Inc. Gtd. Senior Secured Notes, Assigned B1 (LGD3) Affirmations: Issuer: Pactiv Evergreen Group Holdings Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B1 (LGD3) Issuer: Pactiv LLC Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD6) from (LGD5) Issuer: Pactiv Evergreen Group Issuer Inc. Backed Senior Secured Regular Bond/Debenture, Affirmed B1 (LGD3) Outlook Actions: Issuer: Pactiv Evergreen Group Holdings Inc. Outlook, Remains Stable Issuer: Pactiv LLC Outlook, Remains Stable Issuer: Pactiv Evergreen Group Issuer Inc. Outlook, Remains Stable RATINGS RATIONALE Pactiv Evergreen's B2 Corporate Family Rating reflects the company's leading market position as the largest manufacturer of fresh food and beverage packaging in North America (measured by revenue). With 13,000 products ranging from food containers, plates and bowls, hot and cold cups, and lids, the company is the one-stop-shop for foodservice distributors, supermarkets, restaurants, and food and beverage retailers. Aound 80 % of the company's 2020 net sales were generated from products in which the company holds the #1, #2, or #3 position in the US. In addition, Moody's rating is supported by the company's stable end markets and differentiated product offering including recyclable materials. At the same time the rating takes into consideration the company's high leverage, customer concentration and the competitive nature of the packaging industry. The B1 ratings assigned to the to the (i) $800 million senior secured term loan maturing in 2028, and (ii) $500 million senior secured notes due in 2028, are one notch above the Corporate Family Rating (CFR) reflecting their priority position and collateral to the company's senior unsecured notes. The proposed senior secured term loan is expected to contain similar covenants as the existing credit facilities. Notable terms include the ability to incur (i) $750 million in incremental pari passu indebtedness so long as the Total Secured Leverage ratio does not exceed 4.5x, and (ii) 2.0x interest coverage ratio for unsecured debt. Governance characteristics Moody's consider in Pactiv Evergreen is the majority of shares being held by one individual who has a history of aggressive financial actions including debt financed acquisitions. However, these initiatives have added scale, increased revenue diversification and improved profitability, all of which have added to the credit quality of the company. The stable outlook reflects Moody's expectation that Pactiv Evergreen will remain committed to reducing leverage, will grow revenue organically, improve operating margins and generate free cash. This is largely driven by Moody's view that the US economy will improve sequentially and remain supportive of the company's underlying growth drivers. Pactiv Evergreen's SGL-2 Speculative Grade Liquidity Rating reflects Moody's expectation that the company will maintain good liquidity over the next 12 months, generate free cash flow and maintain revolver availability. Pro forma the refinancing, Pactiv Evergreen's good liquidity is supported by (i) $255 million in cash (at closing), (ii) an undrawn $250 million revolving credit facility expiring August 2024, and (iii) no significant debt maturities until February 2023, when $207 million remaining under the senior secured term loan become due. The first lien revolving credit facility, which expires in August 2024, has a springing covenant of net secured debt-to-EBITDA of 5.0x, which gets triggered if greater than 35% of the revolver is drawn. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: (i) Debt-to-EBITDA is sustained below 5.3x, (ii) EBITDA-to-interest expense is sustained above 3.5x, and (iii) the company improves its strong operating performance and liquidity. The ratings could be downgraded if: (i) Debt-to-EBITDA is sustained above 6.3x, (ii) EBITDA-to-interest expense is sustained below 2.5x and (iii) the company's operating performance and liquidity deteriorates. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers Methodology published in September 2020. Based in Chicago, Pactiv Evergreen Group Holdings Inc. (formally known as Reynolds Group Holdings Inc.) is a subsidiary of Pactiv Evergreen Inc., a publicly traded company on the NASDAQ with the symbol [PTVE]. Pactiv Evergreen Inc is controlled by financier Graeme Hart. PACTIV EVERGREEN: S&P Affirms 'B+' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed all ratings on Pactiv Evergreen Inc., including the 'B+' issuer credit rating. The outlook remains stable. S&P assigned its 'B+' issue-level rating and '3' recovery rating to the proposed $800 million term loan and $500 million senior secured notes. The stable outlook reflects S&P's expectation that resin price increases will moderate, resulting in stronger profitability for Pactiv leading to debt leverage below 7x over the next 12 months. S&P said, "Strong volume recovery this year has been overshadowed by inflationary costs, labor shortages, and weather events. We expect Pactiv will begin to lap the effects of cost headwinds and show better performance toward the end of the year, leading to a recovery of credit metrics in 2022. Strong demand growth coupled with resin shortages stemming from winter storms has resulted in steep resin price increases across the industry, leading to suppressed cash flows and EBITDA for Pactiv through the first half of 2021. We expect resin prices to peak in the latter half of this year, which will allow Pactiv's pricing pass-throughs to get in front of raw material costs in early 2022. Additionally, we believe Pactiv is actively addressing its labor shortage issues, which should close the gap on the lost revenues this year due to its inability to get product out the door. Lastly, although winter storms remain unpredictable, the $50 million impact of the severe winter storm in the first quarter will be behind the company. Despite our expectations that S&P Global Ratings-adjusted debt to EBITDA will be above the 7x threshold we expect for the current rating at the end of 2021, we expect these transitory events to begin reversing in early 2022 and allow the company's debt leverage to fall under 7x over the next 12 months. "We view the acquisition of Fabri-Kal as a strategic fit for Pactiv. With 2020 sales of about $313 million, Fabri-Kal, a North America producer of thermoformed packaging products for foodservice and consumer packaged goods, will add to Pactiv's food service segment and expand the company's sustainable product offerings. About half of the Fabri-Kal's sales is derived from its Recycleware and Greenware product lines, and are produced in four manufacturing facilities across North America. With an expected EBITDA of about $54 million, we believe this acquisition will be largely leverage neutral, with the expected $28 million in synergies over the next three years to provide some upside. Beyond the selling, general, and administrative (SG&A) and cross selling synergies expected with such an acquisition, the company believes the added manufacturing capacity will allow it to further optimize production capabilities, including moving Pactiv production onto unutilized Fabri-Kal lines, allowing for further capacity expansion. We expect this acquisition to close by the fourth quarter of 2021. "The stable outlook on Pactiv reflects our expectation that debt leverage for the company will fall below 7x over the next 12 months as the company manages cost headwinds and realizes stronger margins and cash flows as contractual pass-through mechanisms adjusts pricing to unprecedented raw material cost increases. "We could lower the rating if the company sustains debt leverage above 7x, which could occur if it is unable to achieve projected growth and cost synergies, if the company is unable to improve profitability through expense management and cost pass-throughs, and if higher than expected inflationary pressures or macro-conditions worsen beyond our expectations such that there are further declines in demand for food service and beverage carton products. "We could raise the rating if the company is able to achieve its growth strategy and cost-reduction initiatives, such that it sustains adjusted debt to EBITDA below 5x. We would also require the company to demonstrate and commit to a more conservative financial policy that maintains the lower debt leverage level through economic cycles." PGT INNOVATIONS: Moody's Rates New $515MM Unsecured Notes 'B2' -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to PGT Innovations, Inc.'s proposed $515 million of unsecured note offering due 2029. The company's B1 Corporate Family Rating and all other ratings remain unchanged. The positive outlook also remains unchanged. The proceeds of PGT's new $515 million senior unsecured notes due 2029, along with the proceeds of its new $120 million senior secured term loan A due 2024, will be used to refinance the company's existing outstanding debt, including its senior unsecured notes due 2026 and senior secured term loan A due 2022, and to fund the $126 million acquisition of Anlin Windows & Doors (Anlin). Anlin, headquartered in CA, is a manufacturer of vinyl windows and doors primarily for the remodeling and replacement market. The transaction is credit negative given the increase in the company's total debt level by $170 million and the rise of its pro forma leverage toward about 4.0x from 3.6x, as well as the potential integration risks that may arise in connection with the contemplated acquisition. The extension of debt maturities and the anticipated lower interest expense, however, benefit the company's credit profile. Additionally, the acquisition of Anlin is expected to diversify PGT's geographic and product footprint and enhance its revenue scale, in line with the company's operating strategy. The following rating actions were taken: Assignments: Issuer: PGT Innovations, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD4) RATINGS RATIONALE PGT's B1 Corporate Family Rating is supported by the company's: 1) strong market position in the niche product category of impact-resistant windows and doors; 2) growing scale and strides to diversify its geographic and product footprint through acquisition activity and new store openings; 3) conservative financial strategies and maintenance of modest debt leverage along with consistent deleveraging post acquisitions; 4) track record of solid operating margin, interest coverage, and free cash flow; and 5) growing customer awareness of the benefits of the impact-resistant product in hurricane prone regions. At the same time, rating is constrained by: 1) geographic concentration, with about 75% of sales generated in Florida, and product line concentration, with around 66% of revenue coming from impact-resistant windows and doors pro forma for the acquisition as of LTM period ended July 3, 2021; 2) risks related to an acquisitive growth strategy, which include leverage increases, integration challenges and acquired businesses performing below expectations; 3) the cyclicality of residential end markets, including new construction and repair and remodeling; and 4) vulnerability of operations to inclement weather conditions. The positive outlook reflects Moody's expectations that the company will continue to diversify its geographic footprint and product offering, strengthen its operating margin toward historical levels, maintain its conservative financial policies, including operating with modest leverage and deleveraging post acquisitions, and generate solid free cash flow, while end market conditions remain supportive. The B2 rating for senior unsecured notes, one notch below the Corporate Family Rating, reflects their junior position in the company's capital structure relative to the senior secured term loan and revolving credit facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if the company increases its revenue scale well above $1 billion, improves geographic diversity, reverts its operating margins toward historical levels, maintains adjusted debt to EBITDA below 3.0x and EBITA to interest above 4.0x, while generating strong free cash flow with FCF to debt metrics in the mid teens. The ratings could be downgraded if the company loses significant market share, if end markets demonstrate weakening trends, if adjusted debt to EBITDA is sustained above 4.0x and EBITA to interest is below 3.0x, or if the company experiences a material deterioration in its liquidity profile. The principal methodology used in this rating was Manufacturing Methodology published in March 2020. PGT Innovations, Inc., headquartered in North Venice, Florida, is a leading manufacturer and supplier of impact-resistant windows and doors in the US. PGT, founded in 1980, was a pioneer in the impact-resistant window & door market. The company produces high-end, premium and mass-custom aluminum and vinyl-framed windows and doors mainly for the residential repair and remodeling and new construction industries, and also for the commercial market. PGT markets its products under the PGT Custom Windows & Doors, CGI and CGI Commercial, WinDoor, Western Window Systems, Eze-Breeze, and NewSouth Window Solutions brands. In the LTM period ended July 3, 2021, PGT generated approximately $1.0 billion in revenue. PGT INNOVATIONS: S&P Rates $120MMM Incremental Term Loan A 'BB' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to PGT Innovation Inc.'s (PGTI) proposed $120 million incremental term loan A facility due in 2024. The '1' recovery rating indicates its expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. PGTI also proposes to issue $515 million aggregate senior notes due 2029 rated 'B+'. The uses of which will be to redeem their existing $425 million senior unsecured notes, and finance the Anlin acquisition. The '4' recovery ratings indicate its expectation of average (30%-50%: rounded estimate: 40%) recovery in the event of payment default. The company will use proceeds from the proposed transactions plus cash from the balance sheet to fund the recently announced acquisition of Anlin as well as refinance the company's existing debt. S&P's issuer credit rating on PGTI remains 'B+', with a stable outlook. Issue Ratings – Recovery Analysis -- PGT's capital structure consists of an $80 million revolving credit facility (no drawings) due in 2024, $120 million term loan -- A facility due in October of 2024, and $515 million senior unsecured notes due 2029. -- S&P revised the recovery rating on PGT's $515 million unsecured notes to '4' from '3', and the issue–level rating is 'B+'. -- S&P's recovery rating on the company's aggregate $189 million senior secured facilities ($66 million revolver assuming 85% usage at time of default and $123 million term loan) remains '1', indicating its expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. The issue–level rating is 'BB'. -- With PGT's purchase of New South, Eco Window Systems, and Anlin, S&P assesses recovery prospects on a reorganization value of about $425 million, reflecting emergence EBITDA of about $89 million and a 5x multiple, within the 5x-6x range it generally uses for building products companies. -- S&P's simulated default scenario contemplates a default in 2025, resulting from increased economic uncertainty that reduces new housing starts and renovation activity, leading to a steady decline in unit sales. This occurs in conjunction with increased competition resulting from a large national window manufacturer entering the high-impact Florida market in a significant way. Simulated default assumptions: -- Year of default: 2025 -- EBITDA at emergence: $89 million -- Implied enterprise value (EV): 5x -- Gross EV: $447 million Simplified Waterfall -- Gross EV at default: $447 million -- Administrative cost: 5% -- Net EV: $425 million -- Senior secured facilities: $189 million --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Remaining value: $235 million -- Senior unsecured facility: $541 million --Recovery expectations: 30%-50% (rounded estimate: 40%) Ratings List NEW RATING PGT INNOVATIONS INC. Senior Secured US$120 mil incremental term A bank ln due 10/31/2024 BB Recovery Rating 1(95%) Senior Unsecured US$515 mil sr nts due 2029 B+ Recovery Rating 4(40%) ISSUE-LEVEL RATINGS AFFIRMED; RECOVERY RATINGS UNCHANGED PGT INNOVATIONS INC. Senior Secured BB Recovery Rating 1(95%) ISSUE-LEVEL RATINGS AFFIRMED; RECOVERY RATINGS REVISED TO: FROM: PGT INNOVATIONS INC. Senior Unsecured B+ Recovery Rating 4(40%) 3(65%) PHILIPPINE AIRLINES: Bankruptcy Court Approves First Day Motions ---------------------------------------------------------------- Philippine Airlines Inc. (PAL) on Sept. 10 disclosed that the United States Chapter 11 court approved all "First Day" motions on an interim or final basis for PAL's voluntary restructuring following petitions filed on September 3, 2021. These approvals mark an important step forward in PAL's recovery plan, which will reduce the Company's debt by US$2.0 Billion and help the Company recover from the impact of the global pandemic. "This is a significant step in our recovery plan and supports our ongoing operations to continue serving our valued customers and connecting the Philippines with the world. The combination of our substantial creditor support and the Court's approvals enables us to progress toward an expedited emergence and full recovery. As travel demand increases and restrictions ease, we continue to increase domestic and international flights, while maintaining the safety and health of our passengers and employees," said Gilbert F. Santa Maria, PAL President & Chief Operating Officer. The orders granted by the U.S. Bankruptcy Court for the Southern District of New York allow PAL to operate in the normal course ensuring that the Company can continue to serve customers as a full-service airline and the flag carrier of the Philippines. PAL received authorization to: -- Honor and maintain all customer programs, including valid tickets and travel vouchers, Mabuhay Miles and benefits, and refund obligations, subject to PAL's usual terms and conditions of use. Mabuhay Miles members can expect to continue to accrue and redeem Mabuhay Miles as usual. -- Pay ongoing suppliers and trade creditors in the ordinary course for goods and services delivered throughout the Chapter 11 process. -- Continue to pay all employee wages, compensation and benefit obligations, subject to the continuation of any temporary work arrangements as necessary and maintain employee benefit programs in the ordinary course of business throughout the Chapter 11 process. -- Access the first US$20 Million of its debtor-in-possession financing totaling US$505 Million. PAL will continue to operate flights in the normal course of business in accordance with safety regulations, and the Company expects to continue to meet all its current financial obligations throughout the Chapter 11 process to employees, customers, the government, and its lessors, lenders, suppliers, and other creditors. Filing Entities Philippine Airlines Inc. is the only party included in the Chapter 11 filing; while PAL Holdings Inc., which is listed on the Philippine Stock Exchange (PSE: PHI), and Air Philippines Corporation, known as PAL Express, are not included in the Chapter 11 filing. Additional Information Additional resources for customers and other stakeholders, and other information on PAL's filings, can be accessed by visiting the Company's restructuring website at www.PALrecovery.com. Court filings and other documents related to the Chapter 11 process in the U.S. are available on a separate website administered by PAL's claims agent, KCC, at www.kccllc.net/PAL. Information is also available by calling (866) 967-0671 (U.S./Canada) or (310) 751-2671 (International). Debevoise & Plimpton LLP, Norton Rose Fulbright US LLP and Angara Abello Concepcion Regala & Cruz (ACCRA) are acting as legal advisors and Seabury Securities LLC as financial advisor and investment banker to the Company. About Philippine Airlines Philippine Airlines, Inc., is the flag carrier of the Philippines and the country's only full-service network airline. PAL was the first commercial airline in Asia and marked its 80th anniversary in March 2021. PAL's young fleet of Boeing 777s, Airbus A350s, Airbus A330s, Airbus A321s and De Havilland DHC Q400 aircraft operate out of hubs in Manila, Cebu and Davao to 29 destinations in the Philippines and 32 destinations in Asia, North America, Australia, Europe and the Middle East. PAL was rated a 4-Star Global Airline by Skytrax in 2018 and a 5-Star Major Airline by the Association of Airline Passengers (APEX) in 2020, and was likewise voted the World's Most Improved Airline in the 2019 Skytrax worldwide passenger survey with a ranking of 30th best airline in the world. On Sept. 3, 2021, Philippine Airlines, Inc. (PAL) filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-11569). As of July 31, 2021, the Debtor's overall assets and liabilities were approximately $4.1 billion and $6.07 billion, respectively. The Honorable Shelley C. Chapman is the case judge. The Debtor tapped Debevoise & Plimpton LLP as general bankruptcy counsel; Norton Rose Fulbright as aircraft counsel; and Seabury Securities LLC and Seabury International Corporate Finance LLC as restructuring advisor and investment banker. Angara Abello Concepcion Regala & Cruz (ACCRA) is acting as legal advisor in the Philippines. Kurtzman Carson Consultants LLC is the claims agent. Buona Sorte Holdings, Inc. and PAL Holdings Inc., as DIP lenders, are represented by White & Case LLP. PHILLIPS 66: Egan-Jones Keeps BB+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on September 2, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Phillips 66. Headquartered in Houston, Texas, Phillips 66 is a downstream energy company. PLAINS ALL: Egan-Jones Keeps BB+ Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on August 31, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Plains All American GP, LLC. Headquartered in Houston, Texas, Plains All American GP, LLC provides petrol and petroleum products. PNM RESOURCES: Egan-Jones Keeps BB+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on August 30, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by PNM Resources Inc. Headquartered in Albuquerque, New Mexico, PNM Resources Inc. is a holding company. PROMETRIC HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B-' ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook on U.S.–based test developer and delivery company Prometric Holdings Inc. to stable from negative. At the same time, S&P affirmed its 'B-' issuer credit rating. S&P said, "The stable outlook reflects our expectation that Prometric will maintain adequate liquidity with positive cash flows over the next 12 months. We expect the company to generate positive cash flows in the next 12 months, with adjusted FOCF to debt improving to 8%-10% in fiscal 2021 from 0.8% in fiscal 2020 due to operational recovery and one-time tax benefits, before declining to 5%-7% in fiscal 2022. We also expect the company to remain in compliance with sufficient cushion with its springing leverage covenant ratio of 7.25x, which was reinstated in the quarter ending June 30, 2021." New client wins, and improved test volumes and enrollment rates support Prometric's operational recovery in 2021. Pandemic-induced test center closures and exam cancellations and deferrals severely impaired the company's fiscal 2020 operating performance. However, resumption of testing activity amid easing of regulatory restrictions and part mitigation of health and safety concerns due to vaccination roll-out have helped the company make a strong operational recovery. S&P said, "We expect that further stabilization in testing volumes and enrollments, new major testing contract with the Chartered Financial Analyst Institute (CFAI), incremental revenue from its Paragon acquisition completed in the quarter ending March 31, 2021, and the company's roll-out of its remote proctor assessment will augment the company's fiscal 2021 revenue to surpass the pre-pandemic levels of fiscal 2019. In addition, we expect a modest portion of testing volumes to defer to 2022, particularly as the risk of COVID variants develops." The company's shift to virtual testing provides it with an avenue for future revenue growth, though EBITDA margin growth could lag and execution risk remains. Prometric is currently scaling up its remote proctoring business to complement its brick-and-mortar test center network. In addition to offsetting the impact of disruptions from subsequent waves of COVID-19 on future operating performance, S&P expects the company to continue upselling its remote proctor capabilities to existing clients as well as attracting new business. Nonetheless, its remote proctoring business remains small relative to its computer-based and paper-based test volumes. Furthermore, this business features low barriers to entry, and is subject to execution risks because test content integrity and security are key areas of concern for its clients. The company's profitability could decline if standup technological costs continue or it is unable to realize the expected return on its investments. S&P siad, "We expect Prometric's leverage to remain elevated above 6x over the next two years.Prometric's leverage for the 12 months ended June 30, 2021, is 7.8x. While we expect its leverage to decline with operational recovery and debt paydown, we believe the company's financial policy will prevent it from sustaining any meaningful near-term leverage improvement over the long term. "The stable outlook reflects our expectation that Prometric will maintain adequate liquidity with FOCF to debt in the mid-single-digit-percentage area to support its operations and improve adjusted leverage to the mid-6x area in the next 12 months as revenue recovers from a resumption of testing activity. "We could lower our ratings on Prometric if it generates negligible FOCF over the next few quarters, which could occur if its test centers return to limited capacity or it is forced to implement another round of closures. This would likely lead the company to become increasingly reliant on its cash balance and revolving credit facility and constrain its liquidity." S&P could raise the rating if: -- It believes the company will reduce and maintain leverage well below 6.5x over the next 12 months through accelerated debt repayments and strong revenue and EBITDA growth; -- The company continues to generate FOCF to debt well above 5%; and -- The financial sponsor demonstrates a record of less aggressive financial policies and a commitment to a lower leverage profile. PROS HOLDINGS: Egan-Jones Keeps CCC Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on September 3, 2021, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by PROS Holdings, Inc. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Houston, Texas, PROS Holdings, Inc. operates as a holding company. PROSPECT-WOODWARD HOME: Seeks to Tap OnePoint Partners, Appoint CRO ------------------------------------------------------------------- The Prospect-Woodward Home seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ OnePoint Partners, LLC and appoint Toby Shea as its chief restructuring officer. The CRO and his firm will provide these services in connection with the Debtor's Chapter 11 case: a. coordinate the preparation of the Debtor's bankruptcy schedules, statements of financial affairs, and list of creditors; b. provide information and analysis for the inclusion in any filings and provide testimony related thereto; c. work with the Debtor's legal counsel in negotiations with parties in interest; d. coordinate the preparation of monthly operating reports and any other reports required by the Office of the U.S. Trustee; e. coordinate the preparation of monthly cash flow projections for any cash collateral or debtor-in-possession financing pleadings; f. work with the Debtor's professionals on documents related to the sale of the Debtor's assets pursuant to Bankruptcy Code Section 363; and g. work with the Debtor's legal counsel in the formulation and execution of a liquidating plan. The firm's hourly rates are as follows: Partners $500 per hour Managing Director $350 per hour Directors $200 per hour The Debtor paid OnePoint a retainer in the amount of $140,000 and will reimburse the firm for out-of-pocket expenses incurred. Mr. Shea, a partner at OnePoint, 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: Toby Shea OnePoint Partners 35 Main Street, Suite 211 C Topsfield, MA 01983 Tel: (978) 884-7870 Email: contact@onepoint-partners.com About Prospect-Woodward Homes The Prospect-Woodward Home, doing business as Hillside Village Keene, owns and operates a licensed continuing care retirement facility with 222 units, comprised of 141 independent living units, 43 assisted living units, 18 memory care units, and 20 licensed but not yet opened long-term nursing care units located at 95 Wyman Road, Keene, N.H., comprising approximately 66 acres. On Aug. 30, 2021, Prospect-Woodward Home sought Chapter 11 protection (Bankr. D.N.H. Case No. 21-10523), listing up to $50 million in assets and up to $100 million in liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Polsinelli, PC as bankruptcy counsel; Hinckley, Allen & Snyder, LLP as special counsel; Silverbloom Consulting, LLC as financial consultant; and OnePoint Partners, LLC as restructuring advisor. Toby B. Shea of OnePoint Partners serves as the Debtor's chief restructuring officer. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative agent. PROSPECT-WOODWARD HOME: Taps Donlin as Administrative Agent ----------------------------------------------------------- The Prospect-Woodward Home seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ Donlin Recano & Company, Inc. as its administrative agent. The firm's services include: a. assisting in the solicitation, balloting and tabulation of votes, and preparing any related reports in support of confirmation of a Chapter 11 plan of reorganization; b. generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; c. handling requests for documents in connection with the balloting services; d. gathering data in conjunction with the preparation of the Debtor's bankruptcy schedules of assets and liabilities and statements of financial affairs; e. providing a confidential data room, if requested; f. managing and coordinating any distributions pursuant to a confirmed Chapter 11 plan; and g. providing other bankruptcy administrative services. The firm's hourly rates are as follows: Executive Management No charge Senior Bankruptcy Consultant $175 to $205 per hour Case Manager $160 to $175 per hour Consultant/Analyst $130 to $155 per hour Technology/Programming Consultant $95 to $120 per hour Clerical $35 to $45 per hour The Debtor paid Donlin the sum of $25,000 and will reimburse the firm for out-of-pocket expenses incurred. Nellwyn Voorhies, a partner at Donlin, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Nellwyn Voorhies Donlin Recano & Company, Inc. 6201 15th Avenue Brooklyn, NY 11219 Tel: (212) 481-1411 About Prospect-Woodward Homes The Prospect-Woodward Home, doing business as Hillside Village Keene, owns and operates a licensed continuing care retirement facility with 222 units, comprised of 141 independent living units, 43 assisted living units, 18 memory care units, and 20 licensed but not yet opened long-term nursing care units located at 95 Wyman Road, Keene, N.H., comprising approximately 66 acres. On Aug. 30, 2021, Prospect-Woodward Home sought Chapter 11 protection (Bankr. D.N.H. Case No. 21-10523), listing up to $50 million in assets and up to $100 million in liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Polsinelli, PC as bankruptcy counsel; Hinckley, Allen & Snyder, LLP as special counsel; Silverbloom Consulting, LLC as financial consultant; and OnePoint Partners, LLC as restructuring advisor. Toby B. Shea of OnePoint Partners serves as the Debtor's chief restructuring officer. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative agent. PROSPECT-WOODWARD HOME: Taps Grandbridge as Real Estate Broker -------------------------------------------------------------- The Prospect-Woodward Home seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ Grandbridge Real Estate Capital, LLC to market for sale its real property at 95 Wyman Road, Keene, N.H. Grandbridge will be paid a "success fee" equal to the greater of 2 percent of enterprise value or $350,000, which is the minimum commission. The firm will also receive expense reimbursement of up to $12,000. David Kliewer, vice president of Grandbridge, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David Kliewer Grandbridge Real Estate Capital LLC 1408 N Westshore Blvd. Tampa, FL 33607 Tel: (727) 641-6655 Email: David.Kliewer@Grandbridge.com About Prospect-Woodward Homes The Prospect-Woodward Home, doing business as Hillside Village Keene, owns and operates a licensed continuing care retirement facility with 222 units, comprised of 141 independent living units, 43 assisted living units, 18 memory care units, and 20 licensed but not yet opened long-term nursing care units located at 95 Wyman Road, Keene, N.H., comprising approximately 66 acres. On Aug. 30, 2021, Prospect-Woodward Home sought Chapter 11 protection (Bankr. D.N.H. Case No. 21-10523), listing up to $50 million in assets and up to $100 million in liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Polsinelli, PC as bankruptcy counsel; Hinckley, Allen & Snyder, LLP as special counsel; Silverbloom Consulting, LLC as financial consultant; and OnePoint Partners, LLC as restructuring advisor. Toby B. Shea of OnePoint Partners serves as the Debtor's chief restructuring officer. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative agent. PROSPECT-WOODWARD HOME: Taps Polsinelli as Bankruptcy Counsel ------------------------------------------------------------- The Prospect-Woodward Home seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ Polsinelli, PC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the estate; b. providing legal advice with respect to the Debtor's powers and duties in the continued operation of its business; c. preparing legal papers and appearing in court; d. assisting with any disposition of the Debtor's assets by sale or otherwise; e. taking all necessary actions in connection with any plan of reorganization and all related documents; f. reviewing all pleadings filed in the case; and g. performing all other necessary legal services. The firm's hourly rates are as follows: Shareholders $425 to $985 per hour Associates $365 to $625 per hour Paraprofessionals $180 to $405 per hour The Debtor paid Polsinelli a retainer in the amount of $290,000 and will reimburse the firm for out-of-pocket expenses incurred. Jeremy Johnson, Esq., a partner at Polsinelli, 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: Jeremy R. Johnson, Esq. Stephen J. Astringer, Esq. Polsinelli PC 600 Third Avenue, 42nd Floor New York, NY 10016 Tel: (212) 684-0199 Fax: (212) 684-0197 Email: jeremy.johnson@polsinelli.com sastringer@polsinelli.com About Prospect-Woodward Homes The Prospect-Woodward Home, doing business as Hillside Village Keene, owns and operates a licensed continuing care retirement facility with 222 units, comprised of 141 independent living units, 43 assisted living units, 18 memory care units, and 20 licensed but not yet opened long-term nursing care units located at 95 Wyman Road, Keene, N.H., comprising approximately 66 acres. On Aug. 30, 2021, Prospect-Woodward Home sought Chapter 11 protection (Bankr. D.N.H. Case No. 21-10523), listing up to $50 million in assets and up to $100 million in liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Polsinelli, PC as bankruptcy counsel; Hinckley, Allen & Snyder, LLP as special counsel; Silverbloom Consulting, LLC as financial consultant; and OnePoint Partners, LLC as restructuring advisor. Toby B. Shea of OnePoint Partners serves as the Debtor's chief restructuring officer. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative agent. PROSPECT-WOODWARD HOME: Taps SilverBloom as Financial Consultant ---------------------------------------------------------------- The Prospect-Woodward Home seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ SilverBloom Consulting, LLC as financial consultant. The firm's services include: a. providing interim CFO and controller functions, including, but not limited to, overall coordination and management of the finance function; b. providing accounting functions, including, but not limited to, the preparation of reconciliations and financial statements; c. working with OnePoint Partners, the chief restructuring officer, and other professionals in the preparation of necessary court filings, including schedules of assets and liabilities, statements of financial affairs, and monthly operating reports; d. assisting in the preparation of financial information for distribution, including cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and projections associated with business plans; e. assisting in the preparation of information and analysis necessary for any motions to be filed in the Chapter 11 proceeding; and f. provide post-petition vendor relations. The firm's hourly rates are as follows: Jamie Spencer, CPA/MBA $225 per hour Katarzyna Azzolina, MBA $60 per hour The Debtor paid SilverBloom a retainer in the amount of $50,000 and will reimburse the firm for out-of-pocket expenses incurred. Jamie Spencer, a partner at SilverBloom, 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: Jamie Spencer SilverBloom Consulting, LLC 1276 Monroe Avenue Wyomissing, PA 19610 Tel: (610) 655-5064 Email: jspencer@silverbloomconsulting.com About Prospect-Woodward Homes The Prospect-Woodward Home, doing business as Hillside Village Keene, owns and operates a licensed continuing care retirement facility with 222 units, comprised of 141 independent living units, 43 assisted living units, 18 memory care units, and 20 licensed but not yet opened long-term nursing care units located at 95 Wyman Road, Keene, N.H., comprising approximately 66 acres. On Aug. 30, 2021, Prospect-Woodward Home sought Chapter 11 protection (Bankr. D.N.H. Case No. 21-10523), listing up to $50 million in assets and up to $100 million in liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Polsinelli, PC as bankruptcy counsel; Hinckley, Allen & Snyder, LLP as special counsel; Silverbloom Consulting, LLC as financial consultant; and OnePoint Partners, LLC as restructuring advisor. Toby B. Shea of OnePoint Partners serves as the Debtor's chief restructuring officer. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative agent. PROSPECT-WOODWARD HOME: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------------ The U.S. Trustee for Region 1 appointed an official committee to represent unsecured creditors in the Chapter 11 case of The Prospect-Woodward Home. The committee members are: 1. Anne McCune 95 Wyman Road, Unit 2205 Keene, NH 03431 E-mail: mccuneanne@gmail.com 2. Martin Post 81 Wyman Road, Unit 401 Keene, NH 03431 E-mail: Vt4me2@gmail.com 3. Carmen M. Yon 95 Wyman Road, Unit 4304 Keene, NH 03431 E-mail: carmyon@aol.com 4. Edward J. Tomey 95 Wyman Road, Unit 4305 Keene, NH 03431 E-mail: edwardjtomey@gmail.com 5. Mark H. Allen 95 Wyman Road, Unit 1110 Keene, NH 03431 E-mail: patmarkallen@gmail.com 6. Caroline B. Edge 81 Wyman Road, Unit 302 Keene, NH 03431 E-mail: Caroline2edge@gmail.com 7. Constance Milusich 81 Wyman Road, Unit 403 Keene, NH 03431 E-mail: Norm_brodeur@yahoo.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 Prospect-Woodward Homes The Prospect-Woodward Home, doing business as Hillside Village Keene, owns and operates a licensed continuing care retirement facility with 222 units, comprised of 141 independent living units, 43 assisted living units, 18 memory care units, and 20 licensed but not yet opened long-term nursing care units located at 95 Wyman Road, Keene, N.H., comprising approximately 66 acres. On Aug. 30, 2021, Prospect-Woodward Home sought Chapter 11 protection (Bankr. D.N.H. Case No. 21-10523), listing up to $50 million in assets and up to $100 million in liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Polsinelli, PC as bankruptcy counsel; Hinckley, Allen & Snyder, LLP as special counsel; Silverbloom Consulting, LLC as financial consultant; and OnePoint Partners, LLC as restructuring advisor. Toby B. Shea of OnePoint Partners serves as the Debtor's chief restructuring officer. Donlin, Recano & Company, Inc. is the claims and noticing agent and administrative agent. RALPH LAUREN: Egan-Jones Keeps BB Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on September 2, 2021, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Ralph Lauren Corporation. Headquartered in New York, New York, Ralph Lauren Corporation designs, markets, and distributes men's, women's and children's apparel, accessories, fragrances, and home furnishings. RENNOVA HEALTH: Signs $1M Stock Purchase Agreement With Investors ----------------------------------------------------------------- Rennova Health, Inc. entered into a securities purchase agreement, dated as of Sept. 7, 2021, with certain existing institutional investors of the company, which provides for the issuance of up to 1,100 shares of Series O Convertible Redeemable Preferred Stock at two closings of 550 shares each. If all such shares of preferred stock are issued, the company will receive proceeds of $1,000,000. The first closing occured on Sept. 8, 2021. Rennova will issue 550 shares of preferred stock and receive proceeds of $500,000. The second closing is expected to occur on or before Oct. 5, 2021. The subsequent closing depends upon the company's satisfaction of certain conditions. There can be no assurance that the company will satisfy all or any of these conditions or that the additional closing will take place. In addition, the purchase agreement restricts the company's use of any proceeds of the issuances of the preferred stock, including to payroll and legal and accounting expenses. The shares will be issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and by Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates three rural hospitals and a physician's office in Tennessee and a physician's office in Kentucky and provides diagnostics and supportive software solutions to healthcare providers. Rennova Health reported a net loss of $18.34 million for the year ended Dec. 31, 2020, compared to a net loss of $48.03 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $19.63 million in total assets, $60.97 million in total liabilities, and a total stockholders' deficit of $41.34 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has recognized recurring losses and negative cash flows from operations, and currently has minimal revenue producing activities. This raises substantial doubt about the Company's ability to continue as a going concern. RENT-A-CENTER INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on September 3, 2021, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Rent-A-Center, Inc. Headquartered in Plano, Texas, Rent-A-Center, Inc. operates franchised and company-owned Rent-A-Center and ColorTyme rent-to-own merchandise stores. RENT-A-CENTER INC: Moody's Ups CFR & Sr. Secured Term Loan to Ba2 ----------------------------------------------------------------- Moody's Investors Service upgraded Rent-A-Center, Inc.'s ratings, including its corporate family rating to Ba2 from Ba3, probability of default rating to Ba2-PD from Ba3-PD, senior secured term loan to Ba2 from Ba3, and senior unsecured notes to B1 from B2. At the same time, Moody's upgraded Rent-A-Center's speculative grade liquidity rating to SGL-1 from SGL-2. The ratings outlook is stable. "The CFR upgrade reflects Rent-A-Center's better than expected operating performance, with increased earnings and debt reduction leading to an improvement in its already solid credit metrics," stated Mike Zuccaro, Moody's Vice President. The upgrade to SGL-1 reflects Rent-A-Center's very good liquidity, supported by its $145 million of cash at June 30, 2021 and Moody's expectation for positive free cash flow well in excess of growth related working capital, capital spending and dividends. Liquidity is further supported by ample excess availability under its $550 million asset based revolving credit facility, long dated debt maturity profile, and lack of financial maintenance covenants in its term loan. Upgrades: Issuer: Rent-A-Center, Inc. Corporate Family Rating, Upgraded to Ba2 from Ba3 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Senior Secured First Lien Term Loan, Upgraded to Ba2 (LGD3) from Ba3 (LGD3) Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD5) from B2 (LGD5) Outlook Actions: Issuer: Rent-A-Center, Inc. Outlook, Remains Stable RATINGS RATIONALE Rent-A-Center, Inc.'s Ba2 CFR reflects its solid, and growing, position in the consumer rent-to-own industry and key governance factors such as the company's moderate leverage policy and historical track record of maintaining relatively strong and stable debt protection measures. Rent-A-Center's liquidity is very good, supported by balance sheet cash, free cash flow generation and ample excess revolver availability. Following a period of operational missteps in 2016 and 2017, the company's operating performance and credit metrics significantly improved as a result of a successful implementation of its strategic turnaround plans and significant debt reduction. The February 2021 acquisition of Acima Holdings, LLC ("Acima") significantly increased Rent-A-Center's leverage. However, with estimated pro forma lease-adjusted debt/EBITDA and EBIT/interest of around 2 times and 5 times, respectively, as of June 30, 2021, metrics remain appropriate for the Ba2 rating. While having many strategic benefits, the acquisition increases integration risk, including the ability to effectively manage a higher level of default risk associated with the virtual lease-to-own model. The rating is constrained by moderate business risks associated with the rent-to-own industry due to its focus on cash and credit constrained consumers, which could give rise to increased consumer activism and societal or governmental pressure that leads to legislative changes or litigation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Rent-A-Center will continue to successfully integrate Acima while maintaining a conservative financial policy and strong free cash flow to reduce debt and leverage. The outlook also reflects Moody's expectation that Rent-A-Center will continue to maintain predictable operating performance, and that solid growth will continue at Acima. A ratings upgrade is unlikely over the near-to-intermediate term. However, over time, ratings could be upgraded if Rent-A-Center successfully integrates Acima and demonstrates that it can sustainably grow revenue and profitability while managing higher default risks associated with the virtual lease-to-own portfolio. An upgrade would also require consistent strong free cash flow generation, a sustained reduction of debt and leverage levels, and continued stability in its core operating performance. Quantitatively, rating could be upgraded if debt/EBITDA was sustained below 2.25x and EBIT/Interest coverage above 5 times. Ratings could be downgraded if the company experiences any material unexpected issues integrating Acima or declines in its core Rent-A-Center business, or if liquidity were to materially weaken. Specific metrics include debt/EBITDA rising above 3.75x, or EBIT/Interest coverage falling below 3.25x. Headquartered in Plano, Texas, Rent-A-Center, Inc. is a leading provider of technology driven, flexible, no debt obligation leasing solutions. Its omni-channel model utilizes proprietary data and technology to facilitate transactions across a wide range of retail channels including its own Acima virtual lease-to-own platform, Rentacenter.com, e-commerce partner platforms, partner retail stores, and around 1,970 company-owned and 460 franchised Rent-A-Center branded stores. Pro forma revenue exceeded $4.5 billion for the twelve month period ended June 30, 2021. The principal methodology used in these ratings was Retail Industry published in May 2018. RESOURCES LIMITED: Tax Department Says Plan Not Filed in Good Faith ------------------------------------------------------------------- The West Virginia State Tax Department objects to the Chapter 11 Plan proposed by debtor Resources Limited, LLC on the following grounds: * The proof of claim is estimated, in part, because the Tax Department has no record that the Debtor filed numerous tax returns for the year/period 2011-Present. Consequently, the Tax Department has not been able to determine the correct tax liability of the Debtor. The Plan should not be approved or confirmed until these returns are filed and the correct amount of tax liability can be determined, or are otherwise resolved. * Consequently, the Plan does not provide that the claim of the Tax Department, entitled to secured status or priority status under 11 U.S.C § 507(a)(8), will be paid in full. * The Plan does not provide for payments to the Tax Department within a period of five years as required by 11 U.S.C. Sec. 1129(a)(9). * The Plan does not provide that the unsecured general claim of the Tax Department will be paid in the same manner as other unsecured general creditors which are to receive a distribution. * The Plan fails to provide remedies in the event the Debtor defaults. * The Debtor has disregarded state tax laws and has failed and/or refused to file or pay tax returns. This disregard demonstrates an absence of good faith and a disregard for its responsibilities as a debtor in possession. A full-text copy of the Tax Department's objection dated September 9, 2021, is available at https://bit.ly/3lhDt1h from PacerMonitor.com at no charge. Counsel for the West Virginia State Tax Department: Eric M. Wilson, Esquire WV Bar No. 9755 West Virginia State Tax Department Bankruptcy Unit P.O. Box 766 Charleston, WV 25323-0766 (304)558-5330 About Resources Limited Summersville, Wyo.-based Resources Limited, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 21-20089) on April 19, 2021. David Huffman, manager, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $50,000 and total liabilities of $1 million to $10 million. Judge B. McKay Mignault oversees the case. The Debtor tapped Leaberry Law Firm, PLLC as legal counsel and Steptoe & Johnson, PLLC as special counsel. RICKENBAKER GIN INC: Seeks to Hire Moore Bradley as Legal Counsel ----------------------------------------------------------------- Rickenbaker Gin, Inc. seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to employ Moore Bradley Myers Law Firm, P.A. to handle its Chapter 11 case. Moore will charge between $275 and $420 per hour for the services of its attorneys and $200 per hour for paraprofessionals. The firm will also receive reimbursement for out-of-pocket expenses incurred. Jane Downey, Esq., a partner at Moore, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jane H. Downey, Esq. Moore Bradley Myers Law Firm, P.A. Post Office Box 5709 1700 Sunset Boulevard West Columbia, SC 29171 Tel: (803) 454-1983 Fax: (803) 791-8410 Email: jane@mbmlawsc.com About Rickenbaker Gin Inc. Davis Station, S.C.-based Rickenbaker Gin, Inc. provides support activities for crop production. Rickenbaker Gin filed a petition for Chapter 11 protection (Bankr. D.S.C. Case No. 21-02276) on Sept. 1, 2021, listing as much as $10 million in both assets and liabilities. Judge David R. Duncan oversees the case. Moore Bradley Myers Law Firm, P.A. serves as the Debtor's legal counsel. ROMANS HOUSE: Ombudsman Reports on Tandy Village Facility --------------------------------------------------------- Susan N. Goodman, the appointed Patient Care Ombudsman for Romans House, LLC, delivered to the U.S. Bankruptcy Court for the Northern District of Texas her report on the Debtor's facility at Tandy Village Assisted Living for the period from July 7 through September 7, 2021. She disclosed that Tandy's Administrator continues to report facility Life Safety Code compliance projects as the priority at the Tandy location. The PCO said that the sprinkler system replacement was completed, tested, and passed such that Tandy recently came off 24/7 fire watch status. According to the PCO, the requirements necessary for Tandy location's license renewal, which was originally due November of 2020, remain pending citing that several items on the list are still to be completed, such as floor repairs, placement of accessible exit walkways, ceiling/floor repairs and hallway lighting upgrades. She said resident admissions are temporarily on hold pending completion of the building repairs for which reason residents may need to be temporarily moved to the Vincent Victoria Village Assisted Living. No agency staff is utilized when the Administrator hired additional patient care attendant and kitchen staff so that the staffs are working eight-hour shifts with less overtime. The Tandy facility has remained COVID free. No complaints were reported during the interim period. According to the PCO, the Administrator's operational progress report was encouraging and the PCO is comfortable foregoing any additional site visits so long as the current Administrator remains in place. A copy of the Ombudsman Report is available for free at https://bit.ly/2YRVqvW from PacerMonitor.com. About Romans House Based in Fort Worth, Texas, Romans House, LLC operates Tandy Village Assisted Living, a continuing care retirement community and assisted living facility for the elderly in Fort Worth, Texas. Affiliate Healthcore System Management, LLC, operates Vincent Victoria Village Assisted Living, also an assisted living facility for the elderly. Romans House, LLC, and Healthcore System sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-45023 and 19-45024) on Dec. 9, 2019. Romans House was estimated to have $1 million to $10 million in assets and liabilities while Healthcore was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Edward L. Morris is the case judge. Demarco Mitchell, PLLC, is the Debtors' legal counsel. Levene, Neale, Bender, Yoo & Brill L.L.P., serves as their co-bankruptcy counsel. Pender Capital Asset Based Lending Fund I, LP, as lender is represented by Ross and Smith, P.C. ROMANS HOUSE: Ombudsman Reports on Vincent Victoria Facility ------------------------------------------------------------ Susan N. Goodman, the appointed Patient Care Ombudsman for Romans House, LLC, filed a report with the U.S. Bankruptcy Court for the Northern District of Texas on the Debtor's facility at Vincent Victoria Village Assisted Living for the period from July 7 through September 7, 2021. The PCO disclosed that the facility's administrator denied issues regarding staffing and supply. The Vincent location remains COVID-free, and COVID screening protocol remains in place at the location, she said. The Administrator reported having the budget approved for certain repairs, including a water leak at the facility causing problems with the flooring. No resident complaints were received during the site visit by the state long-term-care ombudsman. The PCO said she has maintained minimal, remote engagements in order to reduce costs to the Debtor's estate. Westerncare Management, LLC manages the Vincent location. A copy of the Ombudsman Report is available for free at https://bit.ly/3C5zU5b from PacerMonitor.com. About Romans House Based in Fort Worth, Texas, Romans House, LLC operates Tandy Village Assisted Living, a continuing care retirement community and assisted living facility for the elderly in Fort Worth, Texas. Affiliate Healthcore System Management, LLC, operates Vincent Victoria Village Assisted Living, also an assisted living facility for the elderly. Romans House, LLC, and Healthcore System sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-45023 and 19-45024) on Dec. 9, 2019. Romans House was estimated to have $1 million to $10 million in assets and liabilities while Healthcore was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Edward L. Morris is the case judge. Demarco Mitchell, PLLC, is the Debtors' legal counsel. Levene, Neale, Bender, Yoo & Brill L.L.P., serves as their co-bankruptcy counsel. Pender Capital Asset Based Lending Fund I, LP, as lender is represented by Ross and Smith, P.C. SHENANDOAH TELECOM: Egan-Jones Keeps BB- Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on September 2, 2021, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Shenandoah Telecommunications Company. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Edinburg, Virginia, Shenandoah Telecommunications Company provides telecommunications services through its subsidiaries. SM ENERGY: Egan-Jones Keeps CCC- Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2021, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by SM Energy Company. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Denver, Colorado, SM Energy Company is an independent energy company that explores for and produces natural gas and crude oil. SPECTRUM BRANDS: S&P Places 'B' ICR on CreditWatch Positive ----------------------------------------------------------- S&P Global Ratings placed all its ratings on U.S.–based Spectrum Brands Holdings Inc., including its 'B' issuer credit rating, on CreditWatch with positive implications. S&P said, "Assuming the transaction clears antitrust hurdles, we expect to resolve the CreditWatch placement toward the end of calendar year 2021 after we receive audited financials--which we expect will reflect HHI in discontinued operations--and assess the company's future financial policy. "The CreditWatch placement reflects our expectation for S&P Global Ratings' pro forma adjusted leverage in the mid-4x area. Additionally, the company has reduced its company defined net leverage target to 2x-2.5x from the prior range of 3x-4x. While we expect the company to lose some scale and diversity as a result of this transaction, we expect demand for global pet care and home and garden to remain healthy. "Assuming the transaction clears antitrust hurdles, we expect to resolve the CreditWatch placement toward the end of calendar year 2021 after we receive audited financials--which we expect will reflect HHI in discontinued operations--and assess the company's future financial policy. We could raise our rating by one notch if we believe the company will maintain adjusted leverage below 5x." ST. CROIX CUSTOM: Seeks to Hire Lane Law Firm as Legal Counsel -------------------------------------------------------------- St. Croix Custom Pools, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Lane Law Firm, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. assisting the Debtor relative to the administration of its bankruptcy case; b. assisting the Debtor in analyzing its assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attending meetings and negotiating with representatives of secured creditors; d. assisting the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement; e. taking all necessary actions to protect and preserve the interests of the Debtor; f. appearing in court and the Office of the U.S. Trustee; and g. performing all other necessary legal services. The firm's hourly rates are as follows: Partners $550 per hour Senior Associates $475 per hour Associates $350 to $400 per hour Paraprofessionals $125 to $175 per hour Lane Law Firm received from the Debtor a retainer of $10,000 and will receive reimbursement for out-of-pocket expenses incurred. Robert Lane, Esq., a partner at The Lane Law Firm, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert C. Lane, Esq. Joshua D. Gordon, Esq. Christopher C. West, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com About St. Croix Custom Pools Willis, Texas-based St. Croix Custom Pools, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-32853) on Aug. 30, 2021, disclosing up to $500,000 in assets and up to $10 million in liabilities. Judge Eduardo V. Rodriguez oversees the case. The Lane Law Firm, PLLC is the Debtor's legal counsel. TC ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ----------------------------------------------------------- Egan-Jones Ratings Company, on August 31, 2021, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by TC Energy Corporation to BB+ from BBB-. Headquartered in Calgary, Canada, TC Energy Corporation operates as an energy infrastructure company. TITAN INTERNATIONAL: Egan-Jones Keeps CCC- Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2021, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Titan International, Inc. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Quincy, Illinois, Titan International, Inc. manufactures mounted tire and wheel systems for off-highway equipment used in agriculture, construction, mining, military, recreation, and grounds care. TRAXIUM LLC: Increases Creditor Fund to $3.3M in Revised Plan ------------------------------------------------------------- Traxium, LLC; Serendipity Holdings, LLC; and Cadence Holdings, LLC filed with the U.S. Bankruptcy Court for the Northern District of Ohio a Second Amended Chapter 11 Plan of Reorganization and a Second Amended Joint and Consolidated Disclosure Statement dated September 3, 2021. The revised Disclosure Statement provided information on the dispute pertaining to the alleged ownership of John Carpenter of 13.725 Class A membership units that was opposed by the Debtors' majority owner, George Schmutz. According to the Disclosures, Mr. Carpenter's membership shares represent the deferred purchase price for the acquisition of Newhouse Printing by Traxium in 20166, and have no rights to distribution or other traditional incidents of ownership. The Plan contemplates that Mr. Schmutz and wife, Tina Schmutz will remain as the sole Class A equity holders and Mr. Carpenter will remain as the sole Class B equity holder of the Reorganized Debtor. The Revised Disclosure Statement supplemented information on the lawsuit captioned CENPRAA, Inc. v. George Schmutz, et al., pending in the Summit County Court of Common Pleas. Mr. Schmutz alleged that tortious conduct on the part of the former owner of Printing Concepts (the business which Debtor Traxium purchased in 2014) is the sole catalyst of the Debtors' bankruptcy filings. The Debtors have allocated $2,400,910 in professional fees to finance the litigation costs. The revised Disclosure Statement further discussed that all assets and liabilities of the Debtors shall be deemed merged on or before the Plan Effective Date, under the principle of substantive consolidation. Under the revised Plan, the Debtors project that holders of allowed general unsecured claims in Class 3 will be paid 100% of their allowed claims (from the 14.42% - 38.59% recovery that was proposed in the prior version of the Plan). The distributions will be paid on an annual basis through the creation of a Creditor Fund in the increased amount of $3,300,000 (from the previous $850,000 allocation) to be funded from future income and cash flow generated from operations over the next 10 years. In addition, the Reorganized Debtors will contribute 50% of any net proceeds recovered in litigation, which contributions the Debtors said will expedite payment of the 100% distribution to holders of allowed Class 3 general unsecured claims. Payout from the Creditor's Fund under the revised Plan is extended from five years to 10 years until December 31, 2030. A copy of the redlined version of the Second Amended Disclosure Statement is available for free at https://bit.ly/3l5e7Ud from PacerMonitor.com. About Traxium LLC Traxium, LLC is a holding company in Stow, Ohio, comprised of commercial printing and marketing businesses. It provides a complete platform of graphic design, marketing and printing solutions, and services consisting of print, bindery, finishing services, and mailing services to customers throughout the region and across the country. Traxium and its affiliate, Serendipity Holdings, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case Nos. 20-51888 and 20-51889) on Oct. 16, 2020. On Oct. 20, 2021, another affiliate, Cadence Holdings LLC, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 20-51908). The cases are jointly administered under Traxium LLC. The petitions were signed by George Schmutz, chief executive officer. On the petition date, Traxium reported $4,420,019 in total assets and $5,665,021 in total liabilities while Serendipity Holdings disclosed $2,435,809 in total assets and $9,870,438 in total liabilities. Cadence Holdings estimated between $500,001 and $1,000,000 in total assets and between $1,000,001 and $10,000,000 in total liabilities at the time of the filing. Judge Alan M. Koschik oversees the cases. Gertz & Rosen, Ltd., Stark & Knoll Co. L.P.A. and Rysenia Capital Solutions, LLC serve as the Debtors' bankruptcy counsel, special counsel and restructuring advisor, respectively. Dennis Durco of Rysenia Capital is the Debtors' operations consultant and chief restructuring officer. TRI-WIRE ENGINEERING: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Tri-Wire Engineering Solutions, Inc. 5 Gill Street Woburn, MA 01801 Business Description: Tri-Wire Engineering Solutions, Inc. -- https://www.triwire.net -- provides installation, construction, maintenance and other technical support services to cable and telecommunications companies throughout North America. TriWire Engineering was formed in 1999 and is headquartered in Tewksbury, MA. Chapter 11 Petition Date: September 13, 2021 Court: United States Bankruptcy Court District of Massachusetts Case No.: 21-11322 Debtor's Counsel: Michael J. Goldberg, Esq. Davis Whitesell, Esq. CASNER & EDWARDS, LLP 303 Congress Street Boston, MA 02210 Tel: 617-426-5900 Fax: 617-426-8810 Email: goldberg@casneredwards.com Debtor's Financial Advisor & Turnaround Consultant: Robert A. Kuhn Mark Podgainy William Henrich GETZLER HENRICH & ASSOCIATES LLC Debtor's Investment Banker: Scott J. Victor Teresa C. Kohl SSG ADVISORS, LLC Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Ruben V. Klein as president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6S2NO7I/Tri-Wire_Engineering_Solutions__mabke-21-11322__0001.0.pdf?mcid=tGE4TAMA TUPPERWARE BRANDS: Egan-Jones Keeps B+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on August 31, 2021, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Tupperware Brands Corporation. Headquartered in Orlando, Florida, Tupperware Brands Corporation is a portfolio of global direct selling companies which sell products across multiple brands and categories through an independent sales force. U.S. ANESTHESIA: S&P Rates New $350MM Second-Lien Term Loan 'CCC+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to U.S. Anesthesia Partners Inc.'s (USAP) proposed $1.6 billion senior first-lien term loan due in 2028 and $250 million revolving facility due in 2026. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. S&P also assigned its 'CCC+' issue-level rating and '6' recovery rating to the proposed $350 million second-lien term loan due in 2029. The '6' recovery rating indicates negligible (0%-10%; rounded estimate: 0%) recovery prospects. The company is also upsizing its revolving credit facility to $250 million from $200 million while extending the maturity to 2026. USAP plans to use the proceeds from the proposed first- and second-lien term loans with cash on balance sheet to repay its $1.554 billion first-lien term loan and $284 million second-lien term loan, pay $405 million in dividends to shareholders, and transaction-related expenses. All of S&P's other ratings on USAP (the parent entity) are unchanged. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- USAP's new capital structure will consist of a $250 million floating-rate revolver due in 2026 (undrawn at close), $1.6 billion first-lien term loan due in 2028, and $350 million second-lien term loan due in 2029. -- S&P assumes the revolver will be 85% drawn based on the assumed available amount, LIBOR of 250 basis points at default, and some rise in margin following a breach in financial covenants. -- S&P's simulated default scenario considers a default in 2024, most likely due to a large decline in EBITDA stemming from contract losses and a significant decline in pricing. -- S&P uses an enterprise value methodology to evaluate recovery prospects. It values the company on a going-concern basis using a 5.5x multiple of its projected EBITDA at default, consistent with the multiples it uses for similar companies. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: $181 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise valuation (after 5% administrative costs): $948 million -- Valuation split in % (obligors/nonobligors): 100/0 -- Collateral value available to first-lien creditors: $948 million -- Secured first-lien debt: $1.782 billion -- Recovery expectations: 50%-70% (rounded estimate: 50%) -- Collateral value available to second-lien creditors: $0 million -- Senior unsecured debt: $367 million --Recovery expectations: 0%-10% (rounded estimate: 0%) All debt amounts include six months' prepetition interest. U.S. SILICA: Egan-Jones Cuts Senior Unsecured Ratings to CCC ------------------------------------------------------------ Egan-Jones Ratings Company, on September 1, 2021, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by U.S. Silica Holdings, Inc. to CCC from CC. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Katy, Texas, U.S. Silica Holdings, Inc. operates as a producer of industrial silica and sand proppants. UBS-BARCLAYS COMMERCIAL 2013-C6: Fitch Lowers F Certs to 'CC' ------------------------------------------------------------- Fitch Ratings has downgraded six classes and affirmed seven classes of Barclays Commercial Mortgage Securities LLC's UBS-Barclays Commercial Mortgage Trust 2013-C6, commercial mortgage pass-through certificates. DEBT RATING PRIOR ---- ------ ----- UBS-BB 2013-C6 A-3 90349GBE4 LT AAAsf Affirmed AAAsf A-3FL 90349GAC9 LT AAAsf Affirmed AAAsf A-3FX 90349GAA3 LT AAAsf Affirmed AAAsf A-4 90349GBF1 LT AAAsf Affirmed AAAsf A-S 90349GBH7 LT AAAsf Affirmed AAAsf A-SB 90349GBG9 LT AAAsf Affirmed AAAsf B 90349GAN5 LT Asf Downgrade AA-sf C 90349GAQ8 LT BBBsf Downgrade A-sf D 90349GAS4 LT BBsf Downgrade BBB-sf E 90349GAU9 LT CCCsf Downgrade Bsf F 90349GAW5 LT CCsf Downgrade CCCsf X-A 90349GAG0 LT AAAsf Affirmed AAAsf X-B 90349GAJ4 LT BBBsf Downgrade A-sf KEY RATING DRIVERS Increased Loss Expectations: The downgrades reflect increased loss expectations from Fitch's prior rating action, primarily from the specially serviced Broward Mall (8.5%). There are 11 (29.5%) Fitch Loans of Concern (FLOCs), including four (12.9%) in special servicing. Fitch's current ratings incorporate a base case loss of 7.2%; the Negative Rating Outlooks reflect losses that could reach 9.7% when factoring in additional pandemic-related stresses and outsized losses on the Broward Mall and Santa Anita Mall. Fitch Loans of Concern/Specially Serviced Loans: The Broward Mall, a 1,037,728-sf regional mall located in Plantation, FL, transferred to the special servicer in June 2020 at the request of the borrower. The property is anchored by Macy's, JC Penny, Dillard's and a former Sears (closed in July 2018), none of which are part of the collateral. Seritage had been redeveloping the former Sears site into a Game Time and several restaurant-bar concepts, but construction has been halted due to the pandemic and tenants withdrawing interest. The loan collateral includes 325,701 sf of inline space including tenants H&M, Victoria's Secret, Express, Footaction, Finish Line and Hollister. Additionally, there is a 55,823-sf 12-screen Regal Cinema that opened in January 2014. The servicer and borrower (Unibail-Rodamco-Westfield) are discussing a consensual foreclosure. For the TTM period ending February 2021, in-line sales were reported to be $291 psf compared with $384 at June 2019 and $422 psf at issuance. Occupancy was reported to be 89% as of YE 2019 compared with 94% at YE 2018 and 83% at issuance. Fitch's loss expectations of approximately 50% reflects a 20% cap rate on the YE 2019 NOI. In addition to a base case loss, Fitch ran an additional sensitivity scenario on the loan, which assumed a 75% loss severity to the current balance to reflect the potential for outsized losses given the likely foreclosure of the loan, regional mall asset type and limited investor pool. The largest FLOC in the pool is Santa Anita Mall (5.7%), which is secured by an 956,343-sf interest in a 1,472,167-sf regional mall located in Arcadia, CA. Anchors at the property include JC Penney, Macy's and Nordstrom, which are subject to long term ground leases and are not part of the collateral. Major collateral tenants include XXI Forever (12.3%; exp Jan. 31, 2028), AMC (7.7%; exp Sept. 30, 2024), Dave & Busters (5.2%; exp Sept. 30, 2024) and Gold's Gym (3.6%; exp June 30, 2028). The YE 2020 NOI decreased approximately 10.5% from YE 2019 primarily due to rent abatements at the property. However, overall collateral performance has remained relatively stable, with occupancy in line with historical levels. Fitch's loss expectations of approximately 5% reflects a 15% cap rate to the YE 2019 NOI. In addition to the base case loss, Fitch applied a 15% loss severity to the loan's 2023 maturity balance due to refinance concerns. Defeasance/Improved Credit Enhancement: Credit enhancement has improved since issuance from paydown and defeasance. Eighteen loans (17.8%) are fully defeased, including the fourth largest loan (6.1%). As of the August 2021 distribution date, the pool's aggregate balance has been reduced by 13.9% to $1.1 billion from $1.3 billion at issuance. Interest shortfalls are currently affecting non-rated class G. Ten loans (42.5% of the pool) are full-term interest-only, one loan (0.8%) is fully amortizing and the remaining 58 loans are amortizing. Concentrations and Additional Stresses due to Coronavirus: Retail properties represent 49.6% of the pool. Mixed-use properties make up 16.8% of the pool. Non-defeased hotel loans account for 9.5% of the pool. Fitch's analysis applied additional pandemic-related stresses to two of the hotel loans as it expects continued challenges with performance; these additional stresses, in addition to the outsized loss applied to the Broward Mall and Santa Anita Mall, contributed to the Negative Outlooks. RATING SENSITIVITIES Factor that could, individually or collectively, lead to negative rating action/downgrade: -- Downgrades of classes with Negative Outlooks are likely should performance of the FLOCs deteriorate further or if losses on the Broward Mall become more certain. Downgrades of classes A- 3 through A-SB are not likely due to sufficient credit enhancement and expected continued amortization but would occur with interest shortfalls. Downgrades of classes E and F would occur as losses are realized and/or become more certain. Factors that could, individually or collectively, lead to positive rating action/upgrade: -- The Stable Outlooks on classes A-3 through A-SB (and interest- only classes X-A) reflect increasing credit enhancement and continued amortization. -- While not considered likely in the near term, upgrades to classes B, C and D are possible with significant improvement in credit enhancement and/or defeasance. However, adverse selection, increased concentrations or the continued underperformance of FLOCs may limit the potential for future upgrades. Upgrades to classes E and F are considered unlikely unless there is significant improvement or paydown and substantially higher recoveries than expected on the specially serviced loans/assets. Classes would not be upgraded above 'Asf' if there were a likelihood for interest shortfalls. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Structured Finance transactions have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of seven 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 seven notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings are based on historical performance. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. UNIVERSAL REAL ESTATE: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Universal Real Estate Development, LLC 207 Waterfront Court Atwater, CA 95301 Case No.: 21-12183 Chapter 11 Petition Date: September 13, 2021 Court: United States Bankruptcy Court Eastern District of California Judge: Hon. Rene Lastreto II Debtor's Counsel: Noel Knight, Esq. THE KNIGHT LAW GROUP 800 J Street, #441 Sacramento, CA 95814 Tel: 510-435-9210 Email: lawknight@theknightlawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Craig Mooneyham, partner. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CE7JB6I/Universal_Real_Estate_Holdings__caebke-21-12183__0001.0.pdf?mcid=tGE4TAMA VILLAS OF WINDMILL: Plan Confirmation Hearing Continued to Sept. 29 ------------------------------------------------------------------- On March 31, 2021, the U.S. Bankruptcy Court for the Southern District of Florida conducted a hearing to consider approval of the disclosure statement filed by Les S. Osborne, Chapter 11 Trustee of debtor Villas of Windmill Point II Property Owners Association, Inc. Judge Mindy A. Mora approved the disclosure statement and ordered that: * Sept. 29, 2021, at 9:30 a.m. via videoconference is the hearing on Confirmation of Plan and Fee Applications. * Sept. 15, 2021, is fixed as the last day for serving notice of Fee Applications. * Sept. 15, 2021, is fixed as the last day for filing objections to confirmation. A copy of the order dated September 7, 2021, is available at https://bit.ly/3lcnmSE from PacerMonitor.com at no charge. About Villas of Windmill Point II Property Based in Port Saint Lucie, Fla., Villas of Windmill Point II Property Owners Association, Inc., is a non-profit corporation with volunteers that self manages 89 separately deeded, single-family residential villa units that are attached in four and five-unit clusters within a Planned Unit Development (PUD). Villas of Windmill filed a Chapter 11 petition (Bankr. S.D. Fla. 19-20400) on Aug. 2, 2019. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $1 million to $10 million in liabilities. Judge Mindy A. Mora oversees the case. The Debtor is represented by Brian K. McMahon, Esq., in West Palm Beach, Florida. Leslie S. Osborne was appointed as the Debtor's Chapter 11 Trustee. The Trustee is represented by Rappaport Osborne Rappaport. WASHBURN MARINE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Washburn Marine Shipyard, LLC 1631 Front Street Morgan City, LA 70380 Chapter 11 Petition Date: September 13, 2021 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 21-50567 Judge: Hon. John W. Kolwe Debtor's Counsel: Tom St. Germain, Esq. WEINSTEIN & ST. GERMAIN 1103 West University Ave Lafayette, LA 70506 Tel: (337) 235-4001 Fax: (337) 235-4020 Total Assets: $362,943 Total Liabilities: $2,708,457 The petition was signed by Alexander Joseph Washburn as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LZ4PY3A/Washburn_Marine_Shipyard_LLC__lawbke-21-50567__0001.0.pdf?mcid=tGE4TAMA WATERLOO AFFORDABLE: Creditors to Get Proceeds From Liquidation --------------------------------------------------------------- Waterloo Affordable Housing, LLC filed with the U.S. Bankruptcy Court for the District of Nebraska a Combined Plan of Reorganization [or Liquidation] and Disclosure Statement dated September 9, 2021. Debtor is a 101 unit Section 8 Low Income Housing Tax Credit property (75 Section 8 units and 26 Section 42 Tax Credit units) located in Waterloo, Iowa and is comprised of eight nearby sites consisting of communities of 36 units, 20 units and 11 units, three different locations of 8 units and two different locations of 5 units. The Plan shall be funded by the liquidation of all or substantially all of Debtors assets. To that end, Debtor has, pursuant to authority of this Court retained the services of Marcus & Millchap Real Estate Investment Services of Chicago to market and sell the assets of Debtor which retention expired by its terms on September 3, 2021. Debtor is presently in the process of renegotiating the relationship with Marcus & Milchap on different terms and/ or entering into one or more additional sales and marketing agreements, all subject to approval of this Court which will specifically retain jurisdiction to do so and approve any sales arising from such efforts. Class 1 consists of the Secured Claim of Walker & Dunlap, LLC in the allowed amount of $1,956,527.73. This claim shall be paid in full upon closing of sale of the Property with regular and customary payments of principal and interest until such closing. Class 2 consists of General Unsecured Claims. Payment in full upon payment of all classes enjoying priority on Effective Date or pro rata should insufficient funds exist after such prior payments. Class 3 consists of Equity Interest Holders. No circumstances exist under which NEF shall be paid or retain anything of value under this Plan on account of its Equity Interests. With respect to its Equity Interests of Central States Development, LLC, if and to the extent that funds or other property remain after payment or other satisfaction of all claims of a higher order of priority, such remnants shall be paid or given over to this claimant. Upon Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. Debtor will, subject to the approval and supervision of the Court and UST, cause the sale of the Property. To the extent that no satisfactory offer for the Property has been received and presented to the Court, after expiration of a period of 90 days from and after entry of the Confirmation Order, any Party in Interest may petition the Court for alternative relief. As the Plan calls for the total liquidation of all assets of the Debtor and payment of all proceeds from such liquidation to the creditors of Debtor, ability to make future payments under the Plan is self defining. A full-text copy of the Combined Plan and Disclosure Statement dated September 9, 2021, is available at https://bit.ly/3A6xF0W from PacerMonitor.com at no charge. Counsel for Debtor: Robert Vaughan Ginn, Esq. 1337 South 101 Street, #209 Omaha, NE 68124 Tel: 402-398-5434 Email: rvginn@cox.net About Waterloo Affordable Housing Waterloo Affordable Housing, LLC, a lessor of real estate in Omaha, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 19-81610) on Oct. 30, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Thomas L. Saladino oversees the case. Robert Vaughan Ginn, Esq., and Theodore R. Boecker, Jr., Esq., serve as the Debtor's bankruptcy attorney and special litigation attorney, respectively. WC 6TH AND RIO: Lender Objects to Disclosure Statement ------------------------------------------------------ Lender, COMM 2013-CR13 West 6th Street, LLC, related in an objection filed with the U.S. Bankruptcy Court for the Western District of Texas, that the Disclosure Statement filed by WC 6th and Rio Grande, LP fails to provide adequate information regarding the Debtor's assets and their value, as well as the Lender's claim and its treatment. "...the only thing that the Disclosure Statement appears to disclose about the Plan is that there is no plan. There is no discussion of marketing efforts, no procedure or process for a sale, and no attempts to provide information regarding attempts to refinance the company. This is insufficient for a reasonable investor to make an informed decision about the viability and probability of success of these efforts," complained Charles R. Gibbs, Esq., at McDermott Will & Emery LLP, counsel for the Lender. The Plan, he said, can most aptly be summarized as a request by the Debtor to defer making any decision until May 4, 2022, at which point the Debtor may liquidate or may secure new financing. "And if that does not work, the Debtor may try to reinstate the debt," he added. Mr. Gibbs noted that while the Plan provides a contingency for a sale process if the Debtor does not obtain financing by January 1, 2022, it is lacking in details with respect to the prospects of such sale possibility. According to the counsel, these shortcomings, coupled with the lack of satisfactory information about the value of the Debtor's assets, reveal that the Plan fails to provide any means for the Debtor to achieve its "lofty aspirations" of satisfying all Allowed Claims. For these reasons, the Lender asked the Court to deny approval of the Debtor's Disclosure Statement and grant the Lender such relief as the Court deems necessary. A copy of the objection is available for free at https://bit.ly/3yQKHOE from PacerMonitor.com. Counsel for COMM 2013-CR13 West 6th Street, LLC, Lender: Charles R. Gibbs, Esq. Eric C. Seitz, Esq. McDermott Will & Emery LLP 2501 N. Harwood Street, Suite 1900 Dallas, TX 75201 Telephone: (214) 295-8081 Email: crgibbs@mwe.com eseitz@mwe.com About WC 6th and Rio Grande, LP Texas-based WC 6th and Rio Grande, LP filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 21-10359) on May 4, 2021. At the time of the filing, the Debtor disclosed total assets of up to $50 million and total liabilities of up to $10 million. Judge Tony M. Davis oversees the case. Mark H. Ralston, Esq., at Fishman Jackson Ronquillo, PLLC, serves as the Debtor's legal counsel. WC CULEBRA: Timber Culebra Says Plan Not Feasible ------------------------------------------------- Timber Culebra, LLC, a lender to Debtor WC Culebra Crossing SA, LP, objects to approval of the Debtor's Disclosure Statement. Timber Culebra asserts that the Debtor's Disclosure Statement lacks "adequate information," as required by 11 U.S.C. § 1125 and outlined by courts in this Circuit, on the only issue relevant to the success of the Plan: the source of the Plan's funding. However, the only evidence the Disclosure Statement provides that any sort of funding might occur before May 2022 is the Debtor's belief that it will eventually refinance or sell the Property. Timber Culebra further asserts that the Disclosure Statement lacks adequate information such as a description of the Debtor's available assets and their value, the collectability of accounts receivable, the accounting method utilized to produce financial information and the name of the accountants responsible for such information, the actual or projected realizable value from recovery of preferential or otherwise voidable transfers, and the relationship of the Debtor with its affiliates. In addition to failing to provide adequate information, the Disclosure Statement describes a plan that is patently unconfirmable on its face. The Debtor's failure to produce any evidence as to the source of funding for the Plan renders the Plan not feasible. Further, the Disclosure Statement and the Plan contain impermissible non-debtor releases, which have been expressly prohibited by the Fifth Circuit. Finally, the Plan is not fair and equitable to the Lender, as the cramdown interest rate does not sufficiently account for the risk forced upon Lender under the Plan. Consequently, approval of the Disclosure Statement should be denied for describing a Plan that is patently unconfirmable. A full-text copy of Timber Culebra's objection dated September 7, 2021, is available at https://bit.ly/3nnk9m6 from PacerMonitor.com at no charge. Counsel for Timber Culebra: BRACEWELL LLP Jason G. Cohen Texas Bar No. 24050435 Jason.Cohen@bracewell.com Christopher L. Dodson Texas Bar No. 24050519 Chris.Dodson@bracewell.com Caroline W. Ellis Texas Bar No. 24116322 Caroline.W.Ellis@bracewell.com 711 Louisiana, Suite 2300 Houston, Texas 77002 Telephone: (713) 223-2300 Facsimile: (713) 221-1212 About WC Culebra Crossing SA WC Culebra Crossing SA, LP is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). WC Culebra Crossing SA, LP filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 21-10360) on May 4, 2021. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Tony M. Davis oversees the case. The Debtor tapped Mark H. Ralston, Esq. at Fishman Jackson Ronquillo, PLLC as counsel and Columbia Consulting Group, PLLC as financial advisor. WOLVERINE WORLD: Egan-Jones Keeps B Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on September 3, 2021, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Wolverine World Wide, Inc. Headquartered in Rockford, Michigan, Wolverine World Wide, Inc. manufactures and markets branded footwear and performance leathers. YELLOW CORP: Egan-Jones Keeps CC Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on August 30, 2021, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Yellow Corp. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Overland Park, Kansas, Yellow Corp. operates as a holding company. YOURELO YOUR: City of Revere Says Plan Not Feasible --------------------------------------------------- The City of Revere ("City"), a secured creditor of Yourelo Your Full-Service Relocation Corporation (the "Debtor"), objects to the proposed disclosure statement submitted by Devyap Realty Group, Inc. ("Devyap" or "Proponent") for the Debtor. The City objects to the Proponent's Disclosure Statement and Plan on the grounds that it lacks feasibility. The primary source of funding of the Proponent's Plan depends entirely on an anticipated restoration/reconstruction of the Property within 3 years' time and the collection of speculative monthly lease revenues anticipated to be generated upon the completion of this restoration/reconstruction work. This anticipated revenue is essentially the Plan's "exit financing" strategy and a pre condition to consummation of the Plan. However, the Proponent has not presented evidence that it will satisfy this pre-condition, including the following: * The Proponent fails to present any financial information or financial history within the body of the Disclosure Statement or any attachment illustrating that the Proponent has the sufficient funds or can obtain sufficient funds to support its project proposal. * The Proponent fails to include the feasibility study the Proponent referred to in its Disclosure Statement regarding the project and upon which the entire Plan is based. Upon information and belief and following conferencing with Counsel for the Third Party Plan Proponent, as of September 8, 2021, the feasibility study still had not been completed and its results not disclosed to anyone. * The Proponent's timeline fails to account for or fails to build in exceptions for anticipated delays in obtaining materials and supplies during this COVID-19 world, which delays may take it beyond the already substantial 3 years predicted. * The Proponent speculates that after the renovations/reconstruction is completed, the Proponent will yield $20,000.00 in monthly lease revenue to be generated yet fails to present any evidence or history of the area in which the Property is located regarding how the Proponent arrives at this figure. * The Proponent fails to address what, if anything, the Proponent will realize during this project. It must be anticipated that the proponent will carve out some of the revenue for itself to repay the outlaying of the costs associated with the reconstruction/renovations. Yet the Proponent fails to address this question. The City claims that the Proponent fails to treat the City's claim adequately. This may be due, in part, to the fact that the Proponent does not know the value and class of the City's claim and will not know such until the pending Adversary Proceeding is resolved or reaches judgment. Notwithstanding this, the Proponent states that the City's claim has been negotiated in the amount of $547,262.13. The City states that although the Proponent, continuously throughout the Disclosure Statement, states that it will pay the initial payments and subsequent payments, nowhere in the Disclosure Statement or Plan does the Proponent provide any financial data or evidence to support that it has sufficient funds to accomplish same or the source and method of obtaining funds in the alternative. A full-text copy of the City's objection dated September 9, 2021, is available at https://bit.ly/3k5ncgH from PacerMonitor.com at no charge. Attorney for the City of Revere: Peter A. Brown, BBO #654805 Nathan Y. Pak, BBO #705738 D'Ambrosio Brown LLP 185 Devonshire Street, 10th Floor Boston, MA 02110 T: (617) 720-5657 F: (617) 723-4967 pbrown@dambrosiobrown.com npak@dambrosiobrown.com About Yourelo Your Full-Service Relocation Yourelo Your Full-Service Relocation Corporation is a real estate lessor based in Revere, Mass. It conducts business under the name Gentle Movers. Yourelo sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-13602) on Oct. 23, 2019. The petition was signed by Umida Yusupova, president. At the time of filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Christopher J. Panos oversees the case. The Debtor is represented by Casner & Edwards, LLP. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ACCELERATE DIAGN 1A8 GR 94.0 (69.8) 74.4 ACCELERATE DIAGN AXDX US 94.0 (69.8) 74.4 ACCELERATE DIAGN AXDX* MM 94.0 (69.8) 74.4 ACCELERATE DIAGN 1A8 TH 94.0 (69.8) 74.4 ACCELERATE DIAGN 1A8 QT 94.0 (69.8) 74.4 ADAMAS PHARMACEU ADMSEUR EU 150.6 (4.0) 93.8 ADAMAS PHARMACEU 136 TH 150.6 (4.0) 93.8 ADAMAS PHARMACEU ADMS US 150.6 (4.0) 93.8 ADAMAS PHARMACEU 136 GR 150.6 (4.0) 93.8 AEMETIS INC DW51 GR 143.3 (124.0) (43.9) AEMETIS INC AMTX US 143.3 (124.0) (43.9) AEMETIS INC AMTXGEUR EU 143.3 (124.0) (43.9) AEMETIS INC AMTXGEUR EZ 143.3 (124.0) (43.9) AEMETIS INC DW51 GZ 143.3 (124.0) (43.9) AEMETIS INC DW51 TH 143.3 (124.0) (43.9) AEMETIS INC DW51 QT 143.3 (124.0) (43.9) AERIE PHARMACEUT 0P0 GZ 355.5 (39.6) 180.9 AERIE PHARMACEUT 0P0 TH 355.5 (39.6) 180.9 AERIE PHARMACEUT 0P0 QT 355.5 (39.6) 180.9 AERIE PHARMACEUT AERI US 355.5 (39.6) 180.9 AERIE PHARMACEUT AERIEUR EU 355.5 (39.6) 180.9 AERIE PHARMACEUT 0P0 GR 355.5 (39.6) 180.9 AGENUS INC AJ81 GR 192.3 (237.5) (75.9) AGENUS INC AGEN US 192.3 (237.5) (75.9) AGENUS INC AJ81 GZ 192.3 (237.5) (75.9) AGENUS INC AJ81 QT 192.3 (237.5) (75.9) AGENUS INC AGENEUR EZ 192.3 (237.5) (75.9) AGENUS INC AJ81 TH 192.3 (237.5) (75.9) AGENUS INC AGENEUR EU 192.3 (237.5) (75.9) AGRIFY CORP AGFY US 163.5 141.8 123.4 ALDEL FINANCIA-A ADF US 118.6 111.2 2.3 ALDEL FINANCIAL ADF/U US 118.6 111.2 2.3 ALPHA CAPITAL -A ASPC US 231.6 206.6 1.6 ALPHA CAPITAL AC ASPCU US 231.6 206.6 1.6 ALPHA PARTNERS T APTMU US 0.9 (2.2) (0.4) ALTICE USA INC-A ATUS* MM 33,532.0 (1,349.0) (2,294.7) ALTICE USA INC-A 15PA GR 33,532.0 (1,349.0) (2,294.7) ALTICE USA INC-A 15PA TH 33,532.0 (1,349.0) (2,294.7) ALTICE USA INC-A ATUSEUR EU 33,532.0 (1,349.0) (2,294.7) ALTICE USA INC-A 15PA GZ 33,532.0 (1,349.0) (2,294.7) ALTICE USA INC-A ATUS US 33,532.0 (1,349.0) (2,294.7) AMC ENTERTAINMEN AMC US 11,329.1 (1,404.7) 453.9 AMC ENTERTAINMEN AMC* MM 11,329.1 (1,404.7) 453.9 AMC ENTERTAINMEN AMC4EUR EU 11,329.1 (1,404.7) 453.9 AMC ENTERTAINMEN AH9 TH 11,329.1 (1,404.7) 453.9 AMC ENTERTAINMEN AH9 QT 11,329.1 (1,404.7) 453.9 AMC ENTERTAINMEN AH9 GR 11,329.1 (1,404.7) 453.9 AMC ENTERTAINMEN AH9 GZ 11,329.1 (1,404.7) 453.9 AMC ENTERTAINMEN AH9 SW 11,329.1 (1,404.7) 453.9 AMC ENTERTAINMEN AMC-RM RM 11,329.1 (1,404.7) 453.9 AMC ENTERTAINMEN A2MC34 BZ 11,329.1 (1,404.7) 453.9 AMERICAN AIR-BDR AALL34 BZ 72,464.0 (7,667.0) 1,126.0 AMERICAN AIRLINE AAL TE 72,464.0 (7,667.0) 1,126.0 AMERICAN AIRLINE A1G SW 72,464.0 (7,667.0) 1,126.0 AMERICAN AIRLINE A1G GZ 72,464.0 (7,667.0) 1,126.0 AMERICAN AIRLINE AAL11EUR EU 72,464.0 (7,667.0) 1,126.0 AMERICAN AIRLINE AAL AV 72,464.0 (7,667.0) 1,126.0 AMERICAN AIRLINE AAL11EUR EZ 72,464.0 (7,667.0) 1,126.0 AMERICAN AIRLINE A1G QT 72,464.0 (7,667.0) 1,126.0 AMERICAN AIRLINE AAL US 72,464.0 (7,667.0) 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PLANTRONICS INC POLY US 2,135.1 (112.6) 207.9 PLANTRONICS INC PTM GR 2,135.1 (112.6) 207.9 PLANTRONICS INC PTM GZ 2,135.1 (112.6) 207.9 PLANTRONICS INC PLTEUR EU 2,135.1 (112.6) 207.9 PLANTRONICS INC PTM QT 2,135.1 (112.6) 207.9 PLANTRONICS INC PTM TH 2,135.1 (112.6) 207.9 PPD INC PPD US 6,749.1 (506.7) 501.2 QUALTRICS INT-A XM US 1,434.1 35.3 324.9 QUALTRICS INT-A 5DX0 QT 1,434.1 35.3 324.9 QUALTRICS INT-A 5DX0 GZ 1,434.1 35.3 324.9 QUALTRICS INT-A 5DX0 GR 1,434.1 35.3 324.9 QUALTRICS INT-A XM1EUR EU 1,434.1 35.3 324.9 QUALTRICS INT-A 5DX0 TH 1,434.1 35.3 324.9 QUANTUM CORP QNT2 GR 178.2 (112.9) (12.6) QUANTUM CORP QMCO US 178.2 (112.9) (12.6) QUANTUM CORP QTM1EUR EU 178.2 (112.9) (12.6) QUANTUM CORP QNT2 TH 178.2 (112.9) (12.6) RADIUS HEALTH IN RDUS US 192.9 (227.1) 102.8 RADIUS HEALTH IN RDUSEUR EZ 192.9 (227.1) 102.8 RADIUS HEALTH IN 1R8 TH 192.9 (227.1) 102.8 RADIUS HEALTH IN 1R8 QT 192.9 (227.1) 102.8 RADIUS HEALTH IN RDUSEUR EU 192.9 (227.1) 102.8 RADIUS HEALTH IN 1R8 GR 192.9 (227.1) 102.8 RAPID7 INC RPDEUR EU 1,240.3 (95.4) 343.6 RAPID7 INC RPD US 1,240.3 (95.4) 343.6 RAPID7 INC R7D GR 1,240.3 (95.4) 343.6 RAPID7 INC R7D TH 1,240.3 (95.4) 343.6 RAPID7 INC RPD* MM 1,240.3 (95.4) 343.6 RAPID7 INC R7D GZ 1,240.3 (95.4) 343.6 REVLON INC-A REV US 2,418.8 (2,020.0) 269.8 REVLON INC-A RVL1 GR 2,418.8 (2,020.0) 269.8 REVLON INC-A REV* MM 2,418.8 (2,020.0) 269.8 REVLON INC-A RVL1 TH 2,418.8 (2,020.0) 269.8 REVLON INC-A REVEUR EU 2,418.8 (2,020.0) 269.8 RIMINI STREET IN RMNI US 272.1 (77.1) (66.1) RIMINI STREET IN 0QH GR 272.1 (77.1) (66.1) RIMINI STREET IN RMNIEUR EU 272.1 (77.1) (66.1) RIMINI STREET IN 0QH QT 272.1 (77.1) (66.1) ROCKLEY PHOTONIC RKLY US 93.9 53.3 (2.0) RR DONNELLEY & S DLLN TH 3,000.9 (243.8) 502.7 RR DONNELLEY & S DLLN GR 3,000.9 (243.8) 502.7 RR DONNELLEY & S RRD US 3,000.9 (243.8) 502.7 RR DONNELLEY & S RRDEUR EU 3,000.9 (243.8) 502.7 RR DONNELLEY & S DLLN GZ 3,000.9 (243.8) 502.7 RYMAN HOSPITALIT RHP US 3,552.3 (25.8) (9.9) RYMAN HOSPITALIT 4RH GR 3,552.3 (25.8) (9.9) RYMAN HOSPITALIT 4RH TH 3,552.3 (25.8) (9.9) RYMAN HOSPITALIT 4RH QT 3,552.3 (25.8) (9.9) RYMAN HOSPITALIT RHPEUR EZ 3,552.3 (25.8) (9.9) RYMAN HOSPITALIT RHPEUR EU 3,552.3 (25.8) (9.9) SABRE CORP SABREUR EU 5,608.4 (159.8) 939.4 SABRE CORP 19S QT 5,608.4 (159.8) 939.4 SABRE CORP SABREUR EZ 5,608.4 (159.8) 939.4 SABRE CORP SABR US 5,608.4 (159.8) 939.4 SABRE CORP 19S GR 5,608.4 (159.8) 939.4 SABRE CORP 19S TH 5,608.4 (159.8) 939.4 SABRE CORP 19S GZ 5,608.4 (159.8) 939.4 SBA COMM CORP 4SB GR 9,960.3 (4,824.6) (143.8) SBA COMM CORP SBAC US 9,960.3 (4,824.6) (143.8) SBA COMM CORP 4SB TH 9,960.3 (4,824.6) (143.8) SBA COMM CORP 4SB GZ 9,960.3 (4,824.6) (143.8) SBA COMM CORP SBACEUR EZ 9,960.3 (4,824.6) (143.8) SBA COMM CORP SBAC* MM 9,960.3 (4,824.6) (143.8) SBA COMM CORP SBACEUR EU 9,960.3 (4,824.6) (143.8) SBA COMM CORP 4SB QT 9,960.3 (4,824.6) (143.8) SBA COMMUN - BDR S1BA34 BZ 9,960.3 (4,824.6) (143.8) SCIENTIFIC GAMES TJW GZ 7,762.0 (2,370.0) 1,237.0 SCIENTIFIC GAMES SGMS US 7,762.0 (2,370.0) 1,237.0 SCIENTIFIC GAMES TJW GR 7,762.0 (2,370.0) 1,237.0 SCIENTIFIC GAMES TJW TH 7,762.0 (2,370.0) 1,237.0 SEAWORLD ENTERTA SEAS US 2,786.7 (21.3) 243.7 SEAWORLD ENTERTA W2L GR 2,786.7 (21.3) 243.7 SEAWORLD ENTERTA W2L TH 2,786.7 (21.3) 243.7 SEAWORLD ENTERTA SEASEUR EU 2,786.7 (21.3) 243.7 SELECTA BIOSCIEN SELB US 180.5 (4.2) 79.5 SELECTA BIOSCIEN SELBEUR EU 180.5 (4.2) 79.5 SELECTA BIOSCIEN 1S7 GR 180.5 (4.2) 79.5 SELECTA BIOSCIEN 1S7 TH 180.5 (4.2) 79.5 SELECTA BIOSCIEN 1S7 GZ 180.5 (4.2) 79.5 SENSEONICS HLDGS 6L6 TH 235.1 (312.6) 159.2 SENSEONICS HLDGS SENS1EUR EU 235.1 (312.6) 159.2 SENSEONICS HLDGS 6L6 GR 235.1 (312.6) 159.2 SENSEONICS HLDGS SENS US 235.1 (312.6) 159.2 SENSEONICS HLDGS 6L6 GZ 235.1 (312.6) 159.2 SHARECARE INC SHCR US 437.2 86.8 16.3 SHELL MIDSTREAM SHLX US 2,327.0 (467.0) 352.0 SHOALS TECHNOL-A SHLS US 273.7 (34.7) 64.3 SIENTRA INC SIEN3EUR EU 190.5 (30.9) 79.5 SIENTRA INC SIEN US 190.5 (30.9) 79.5 SIENTRA INC S0Z GR 190.5 (30.9) 79.5 SINCLAIR BROAD-A SBTA GR 12,780.0 (1,362.0) 1,621.0 SINCLAIR BROAD-A SBTA GZ 12,780.0 (1,362.0) 1,621.0 SINCLAIR BROAD-A SBGIEUR EU 12,780.0 (1,362.0) 1,621.0 SINCLAIR BROAD-A SBTA TH 12,780.0 (1,362.0) 1,621.0 SINCLAIR BROAD-A SBTA QT 12,780.0 (1,362.0) 1,621.0 SINCLAIR BROAD-A SBGI US 12,780.0 (1,362.0) 1,621.0 SIRIUS XM HOLDIN RDO GR 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN RDO TH 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN SIRI US 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN SIRIEUR EU 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN RDO GZ 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN SIRI AV 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN SIRIEUR EZ 11,201.0 (2,515.0) (1,808.0) SIRIUS XM HOLDIN RDO QT 11,201.0 (2,515.0) (1,808.0) SIX FLAGS ENTERT 6FE GR 2,928.4 (617.2) (115.4) SIX FLAGS ENTERT 6FE QT 2,928.4 (617.2) (115.4) SIX FLAGS ENTERT SIXEUR EU 2,928.4 (617.2) (115.4) SIX FLAGS ENTERT SIX US 2,928.4 (617.2) (115.4) SIX FLAGS ENTERT 6FE TH 2,928.4 (617.2) (115.4) SKYWATER TECHNOL SKYT US 318.8 95.5 63.8 SLEEP NUMBER COR SNBR US 854.5 (403.7) (659.1) SLEEP NUMBER COR SL2 GR 854.5 (403.7) (659.1) SLEEP NUMBER COR SNBREUR EU 854.5 (403.7) (659.1) SLEEP NUMBER COR SL2 TH 854.5 (403.7) (659.1) SLEEP NUMBER COR SL2 QT 854.5 (403.7) (659.1) SLEEP NUMBER COR SL2 GZ 854.5 (403.7) (659.1) SOFTCHOICE CORP SFTC CN 558.3 49.7 (64.1) SOFTCHOICE CORP 90Q GR 558.3 49.7 (64.1) SOFTCHOICE CORP SFTCEUR EU 558.3 49.7 (64.1) SOFTCHOICE CORP 90Q GZ 558.3 49.7 (64.1) SOUTHWESTRN ENGY SW5 TH 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SW5 GR 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SWN US 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SWN1EUR EZ 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SW5 QT 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SWN1EUR EU 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SW5 GZ 5,394.0 (18.0) (1,351.0) SOUTHWESTRN ENGY SWN-RM RM 5,394.0 (18.0) (1,351.0) SQUARESPACE -BDR S2QS34 BZ 867.2 (38.2) (77.3) SQUARESPACE IN-A SQSP US 867.2 (38.2) (77.3) SQUARESPACE IN-A SQSPEUR EU 867.2 (38.2) (77.3) SQUARESPACE IN-A 8DT GR 867.2 (38.2) (77.3) SQUARESPACE IN-A 8DT GZ 867.2 (38.2) (77.3) SQUARESPACE IN-A 8DT TH 867.2 (38.2) (77.3) SQUARESPACE IN-A 8DT QT 867.2 (38.2) (77.3) STARBUCKS CORP SBUX* MM 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SRB GR 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SRB TH 29,476.8 (6,794.3) 131.9 STARBUCKS CORP USSBUX KZ 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX TE 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUXEUR EU 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX IM 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX US 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX CI 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUXUSD SW 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SRB GZ 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX AV 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUXEUR EZ 29,476.8 (6,794.3) 131.9 STARBUCKS CORP 0QZH LI 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX PE 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX SW 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SRB QT 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUX-RM RM 29,476.8 (6,794.3) 131.9 STARBUCKS CORP SBUXCL CI 29,476.8 (6,794.3) 131.9 STARBUCKS-BDR SBUB34 BZ 29,476.8 (6,794.3) 131.9 STARBUCKS-CEDEAR SBUXD AR 29,476.8 (6,794.3) 131.9 STARBUCKS-CEDEAR SBUX AR 29,476.8 (6,794.3) 131.9 SWITCHBACK II CO SWBK/U US 317.3 287.3 0.5 SWITCHBACK II-A SWBK US 317.3 287.3 0.5 TASTEMAKER ACQ-A TMKR US 279.7 252.5 0.8 TASTEMAKER ACQUI TMKRU US 279.7 252.5 0.8 THUNDER BRIDGE C TBCPU US 415.0 389.1 (10.4) THUNDER BRIDGE C THCPU US 0.426 (0.006) (0.380) THUNDER BRIDGE-A TBCP US 415.0 389.1 (10.4) THUNDER BRIDGE-A THCP US 0.426 (0.006) (0.380) TORRID HOLDINGS CURV US 662.5 (157.6) 30.6 TRANSAT A.T. TRZ CN 1,928.5 (191.2) 150.9 TRANSDIGM - BDR T1DG34 BZ 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP TDG US 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP T7D GR 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP TDG* MM 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP T7D TH 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP TDGEUR EZ 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP T7D QT 19,089.0 (3,132.0) 5,087.0 TRANSDIGM GROUP TDGEUR EU 19,089.0 (3,132.0) 5,087.0 TRANSPHORM INC TGAN US 14.0 (31.0) (6.1) TRAVEL + LEISURE TNL US 6,639.0 (918.0) 653.0 TRAVEL + LEISURE WD5A TH 6,639.0 (918.0) 653.0 TRAVEL + LEISURE 0M1K LI 6,639.0 (918.0) 653.0 TRAVEL + LEISURE WD5A GR 6,639.0 (918.0) 653.0 TRAVEL + LEISURE WD5A QT 6,639.0 (918.0) 653.0 TRAVEL + LEISURE WYNEUR EU 6,639.0 (918.0) 653.0 TRAVEL + LEISURE WD5A GZ 6,639.0 (918.0) 653.0 TRIUMPH GROUP TG7 GR 1,883.5 (826.2) 444.5 TRIUMPH GROUP TGI US 1,883.5 (826.2) 444.5 TRIUMPH GROUP TG7 TH 1,883.5 (826.2) 444.5 TRIUMPH GROUP TGIEUR EU 1,883.5 (826.2) 444.5 TRIUMPH GROUP TG7 GZ 1,883.5 (826.2) 444.5 TUPPERWARE BRAND TUP GR 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP US 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP TH 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP1EUR EU 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP GZ 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP1EUR EZ 1,194.4 (112.8) (341.6) TUPPERWARE BRAND TUP QT 1,194.4 (112.8) (341.6) UNISYS CORP UISCHF EU 2,376.3 (263.8) 467.3 UNISYS CORP USY1 TH 2,376.3 (263.8) 467.3 UNISYS CORP USY1 GR 2,376.3 (263.8) 467.3 UNISYS CORP UIS US 2,376.3 (263.8) 467.3 UNISYS CORP UIS1 SW 2,376.3 (263.8) 467.3 UNISYS CORP UISEUR EU 2,376.3 (263.8) 467.3 UNISYS CORP USY1 QT 2,376.3 (263.8) 467.3 UNISYS CORP USY1 GZ 2,376.3 (263.8) 467.3 UNISYS CORP UISCHF EZ 2,376.3 (263.8) 467.3 UNISYS CORP UISEUR EZ 2,376.3 (263.8) 467.3 UNITI GROUP INC 8XC GR 4,745.4 (2,133.4) - UNITI GROUP INC 8XC TH 4,745.4 (2,133.4) - UNITI GROUP INC UNIT US 4,745.4 (2,133.4) - UNITI GROUP INC 8XC GZ 4,745.4 (2,133.4) - VECTOR GROUP LTD VGR US 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGR GR 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGREUR EU 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGREUR EZ 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGR TH 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGR QT 1,496.4 (592.0) 472.2 VECTOR GROUP LTD VGR GZ 1,496.4 (592.0) 472.2 VERA THERAPEUTIC VERA US 97.6 92.2 92.1 VERISIGN INC VRS TH 1,741.4 (1,417.8) 190.7 VERISIGN INC VRS GR 1,741.4 (1,417.8) 190.7 VERISIGN INC VRSN US 1,741.4 (1,417.8) 190.7 VERISIGN INC VRSN* MM 1,741.4 (1,417.8) 190.7 VERISIGN INC VRSNEUR EU 1,741.4 (1,417.8) 190.7 VERISIGN INC VRS GZ 1,741.4 (1,417.8) 190.7 VERISIGN INC VRSNEUR EZ 1,741.4 (1,417.8) 190.7 VERISIGN INC VRS QT 1,741.4 (1,417.8) 190.7 VERISIGN INC-BDR VRSN34 BZ 1,741.4 (1,417.8) 190.7 VERISIGN-CEDEAR VRSN AR 1,741.4 (1,417.8) 190.7 VINCO VENTURES I BBIG US 121.3 (27.5) 71.8 VIVINT SMART HOM VVNT US 2,973.8 (1,630.6) (327.2) W&T OFFSHORE INC WTI US 1,139.0 (259.8) 57.4 WALDENCAST ACQ-A WALD US 346.3 301.9 1.0 WALDENCAST ACQUI WALDU US 346.3 301.9 1.0 WARRIOR TECHN-A WARR US 0.372 (0.036) (0.406) WARRIOR TECHNOLO WARR/U US 0.372 (0.036) (0.406) WAYFAIR INC- A W US 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A W* MM 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A 1WF QT 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A WEUR EZ 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A 1WF GZ 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A 1WF GR 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A 1WF TH 4,681.2 (1,541.9) 908.2 WAYFAIR INC- A WEUR EU 4,681.2 (1,541.9) 908.2 WAYFAIR INC- BDR W2YF34 BZ 4,681.2 (1,541.9) 908.2 WIDEOPENWEST INC WU5 TH 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WU5 GR 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WOW1EUR EU 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WU5 QT 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WOW US 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WOW1EUR EZ 2,487.3 (184.2) (129.1) WIDEOPENWEST INC WU5 GZ 2,487.3 (184.2) (129.1) WINGSTOP INC WING1EUR EU 234.3 (322.2) 33.1 WINGSTOP INC WING US 234.3 (322.2) 33.1 WINGSTOP INC EWG GR 234.3 (322.2) 33.1 WINGSTOP INC EWG GZ 234.3 (322.2) 33.1 WINMARK CORP WINA US 27.0 (12.7) 4.9 WINMARK CORP GBZ GR 27.0 (12.7) 4.9 WM TECHNOLOGY IN MAPS US 326.3 (35.7) 83.1 WM TECHNOLOGY IN 833 GR 326.3 (35.7) 83.1 WM TECHNOLOGY IN SSPKEUR EU 326.3 (35.7) 83.1 WM TECHNOLOGY IN 833 TH 326.3 (35.7) 83.1 WM TECHNOLOGY IN 833 QT 326.3 (35.7) 83.1 WW INTERNATIONAL WW US 1,435.3 (537.9) 12.7 WW INTERNATIONAL WW6 GR 1,435.3 (537.9) 12.7 WW INTERNATIONAL WW6 GZ 1,435.3 (537.9) 12.7 WW INTERNATIONAL WTWEUR EZ 1,435.3 (537.9) 12.7 WW INTERNATIONAL WTW AV 1,435.3 (537.9) 12.7 WW INTERNATIONAL WTWEUR EU 1,435.3 (537.9) 12.7 WW INTERNATIONAL WW6 QT 1,435.3 (537.9) 12.7 WW INTERNATIONAL WW6 TH 1,435.3 (537.9) 12.7 WYNN RESORTS LTD WYNN* MM 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYNN US 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYR GR 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYR TH 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYR GZ 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYNNEUR EU 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYNNEUR EZ 13,022.7 (353.8) 676.8 WYNN RESORTS LTD WYR QT 13,022.7 (353.8) 676.8 WYNN RESORTS-BDR W1YN34 BZ 13,022.7 (353.8) 676.8 YELLOW CORP YEL GR 2,491.2 (286.4) 303.9 YELLOW CORP YELL US 2,491.2 (286.4) 303.9 YELLOW CORP YRCWEUR EZ 2,491.2 (286.4) 303.9 YELLOW CORP YRCWEUR EU 2,491.2 (286.4) 303.9 YELLOW CORP YEL QT 2,491.2 (286.4) 303.9 YELLOW CORP YEL1 TH 2,491.2 (286.4) 303.9 YELLOW CORP YEL GZ 2,491.2 (286.4) 303.9 YUM! BRANDS -BDR YUMR34 BZ 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC TGR TH 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC TGR GR 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUM* MM 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUM US 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUMUSD SW 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC TGR GZ 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUMEUR EZ 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUM AV 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC TGR TE 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUMEUR EU 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC TGR QT 5,649.0 (7,893.0) (44.0) YUM! BRANDS INC YUM SW 5,649.0 (7,893.0) (44.0) ZETA GLOBAL HO-A ZETA US 354.5 53.1 97.4 ZHEN DING RESOUR RBTK US 0.013 (10.116) (10.116) ********* 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 ***