/raid1/www/Hosts/bankrupt/TCR_Public/210921.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 21, 2021, Vol. 25, No. 263
Headlines
1121 PIER VILLAGE: Unsecureds to Get Share of Suit & Sale Proceeds
2136 FULTON: Court Approved Settlement; Yellow Jacket's Claim Fixed
415 MARCY AVE: Auction for LLC Interests on Oct. 27
A.B.C. CARPET: Seeks to Hire Greenberg Traurig as Legal Counsel
ABRAXAS PETROLEUM: To Get Delisted From Nasdaq on Sept. 27
ADVANCED SAWMILL: Case Summary & 20 Largest Unsecured Creditors
ADVANZEON SOLUTIONS: Gets OK to Hire BF Borgers as Auditor
ALAMO DRAFTHOUSE: Wins Cash Collateral Access Thru Dec 14
ALEX AND ANI: Updates Secured Credit Facility Claims Pay Details
ALROSE ALLEGRIA: Unsecureds to Get 2% in Trustee Plan
ANGEL'S SQUARE: City National Bank Says Disclosures Deficient
ANGEL'S SQUARE: UST Says Cash Flow Insufficient ot Fund Plan
APPLIED DNA: All Proposals Passed at Annual Meeting
ARMED BEAVERS: Wins Cash Collateral Access Thru Oct 26
AVANTOR INC: S&P Affirms 'BB+' ICR, Off CreditWatch Negative
AVIANCA HOLDINGS: Unsecureds Unimpaired and Impaired in Plan
BECK & CHASE: Unsecured Creditors to Recover 0% to 14% in Plan
BLUE EAGLE: Court Confirms Reorganization Plan
BOY SCOUTS: Tort Committee Rejects Fifth Amended Plan
BRAZIL MINERALS: Board OKs Resolution Regarding Option Compensation
BRICK HOUSE: Wins Cash Collateral Access Thru Nov 30
BROWNIE'S MARINE: Unit Collaborates With YouTube Influencers
CARLSON TRAVEL: Fitch Affirms 'C' IDR on Restructuring Announcement
CB REAL ESTATE: October 20 Disclosure Statement Hearing Set
CB REAL ESTATE: Unsecureds to Get 100% With Interest in 83 Months
CHEMOURS CO: S&P Upgrades ICR to 'BB-' on Debt Reduction
CHIEF INVESTMENTS: Voluntary Chapter 11 Case Summary
CHS/COMMUNITY HEALTH: Fitch Raises LT IDR to 'B-', Outlook Stable
CLEANSPARK INC: Stockholders Approve All 7 Proposals at Meeting
CNX MIDSTREAM: Moody's Rates New $400MM Sr. Unsecured Notes 'B1'
COMMUNITY ECO: Wins Cash Collateral Access Thru Dec 2
CP ATLAS: $150MM Incremental Debt No Impact on Moody's B3 CFR
CROWLEY'S SERVICE: Plan to be Funded by Continued Operations
CVS CREDIT: Moody's Lowers Rating on Series A-2 Certs to Ba3
DECK SUPPLY: Seeks to Use SBA et al. Cash Collateral
DREAM DUFFEL: Wins Interim Authority to Use Cash Collateral
DUKAT LLC: Net Profits & Litigation Proceeds to Fund Plan Payments
EAST RIDGE: Fitch Lowers IDR to 'CC', Off Watch Negative
EL SERVICES: Wins Cash Collateral Access Thru Oct 13
ELECTRONIC DATA MAGNETICS: May Use Cash Collateral Thru Sept 24
ENACT HOLDINGS: Fitch Raises Senior Debt Rating to 'BB+'
EVERGREEN GARDENS: $7MM DIP Loan, Cash Collateral Access OK'd
EVERGREEN GARDENS: EG I Unsecureds to Recover 100% in Sale Plan
EVERGREEN GARDENS: Gets OK to Hire Donlin Recano as Claims Agent
EVERYTHING BLOCKCHAIN: Posts $2.5-Mil. Net Income in Second Quarter
EXELA TECHNOLOGIES: Board Appoints Par Chadha as Executive Chairman
EXPO CONSTRUCTION: Oct. 21 Plan Confirmation Hearing Set
FABMETALS INC: Files Emergency Bid to Use Cash Collateral
FERRELLGAS PARTNERS: To Give Cash Reward to Prudential
FLEXIBLE FUNDING: Hits Chapter 11 Bankruptcy Protection
FREDERICK LLC: Seeks Approval to Hire Kushi & Co. as Accountant
FTE NETWORKS: CEO Issues Letter to Shareholders
GALAXY NEXT: Incurs $24.4 Million Net Loss in FY Ended June 30
GREENSKY INC: Moody's Puts B2 CFR Under Review for Upgrade
GRUPO AEROMEXICO: Plan Filing Deadline Extended to Oct. 8
GTT COMMUNICATIONS: Completes Sale of Infra Division to I Squared
HARMAN PRESS: Case Summary & 20 Largest Unsecured Creditors
HARMAN PRESS: North Hollywood Printing Shop in Chapter 11
HARRIS CRC: Gets OK to Hire Swindell Law Firm as Bankruptcy Counsel
HARVEST MIDSTREAM I: Fitch Affirms 'BB-' LT IDR, Outlook Stable
HOME AGAIN: Case Summary & 6 Unsecured Creditors
HOOT THE DOG FIVE: Case Summary & 6 Unsecured Creditors
HOOT THE DOG: Case Summary & 10 Unsecured Creditors
IDEA BUYER: Ohio AG Drops Suit, Bankruptcy Nears Wind Down
IGLESIA NUEVA: Unsecured Creditors to Get $2K per Year for 5 Years
INSTAPAY FLEXIBLE: Voluntary Chapter 11 Case Summary
IVEDIX INC: Wins Interim Cash Collateral Access
JAGUAR HEALTH: Closes $776,200 Private Placement Financing
JEM HOMES: Case Summary & 20 Largest Unsecured Creditors
JETBLUE AIRWAYS: Fitch Alters Outlook on 'BB-' LT IDR to Stable
JUST ENERGY: CCAA Stay Period Extended to Dec. 17
KADMON HOLDINGS: Magnetar Financial, et al. Acquire 5.7% Stake
KNOWLTON DEVELOPMENT: S&P Places 'B-' ICR on CreditWatch Positive
LAKE CECILE: October 21 Plan & Disclosure Hearing Set
LEWISBERRY PARTNERS: Wins Cash Collateral Access Thru Oct 13
MAINSTREET PIER: Has Deal on Cash Collateral Access
MAINSTREET PIER: Wins Cash Collateral Access Thru Oct 2
MAMBA PURCHASER: Moody's Assigns 'B3' CFR, Outlook Stable
MDEV12 LLC: Seeks to Hire Van Horn Law Group as Bankruptcy Counsel
MERITOR INC: Fitch Alters Outlook on 'BB-' LongTerm IDR to Pos.
MIDCOAST (EAST TEXAS): S&P Withdraws 'B' Issuer Credit Rating
MOHAWK VALLEY HEALTH: S&P Assigns 'BB+' Rating on 2021A Rev. Bonds
MOMENTIVE PERFORMANCE: Moody's Ups CFR to B2 & 1st Lien Debt to B1
MYSTIC WINE: Florida Capital Says Amended Plan Not Feasible
NATIONAL TRACTOR: Wins Cash Collateral Access Thru Oct 15
NEOPHARMA INC: Unsecureds to Recover 55% to 83% in Liquidating Plan
NTH SOLUTIONS: Wins Cash Collateral Access Thru Oct 13
NXT ENERGY: Provides Operational Update
ORIGINCLEAR INC: Incurs $10.9 Million Net Loss in Second Quarter
ORYX MIDSTREAM: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
ORYX MIDSTREAM: Moody's Assigns First Time Ba3 Corp Family Rating
PATH MEDICAL: Seeks to Hire KapilaMukamal as Financial Advisor
PBF HOLDING: Moody's Lowers CFR & Senior Secured Debt to B2
PETROTEQ ENERGY: To Apply for TSX Venture Reinstatement
PHI GROUP: Signs MOU to Acquire Majority Ownership in Five-Grain
PLATINUM CORRAL: Unsecured Creditors to Get $1.2M in Plan
PLAYA HOTELS: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR
POLYMER ADDITIVES: S&P Upgrades ICR to 'B-', Outlook Stable
PURDUE PHARMA: Challengers Want to Stop Settlement Pending Appeal
RECON MEDICAL: Seeks to Hire Denko & Bustamante as Special Counsel
REFFICIENCY HOLDINGS: Recent Deals No Impact on Moody's B2 CFR
REFFICIENCY HOLDINGS: S&P Affirms 'B-' ICR, Outlook Stable
RESTORATIVE BRAIN: Seeks to Hire Tim Finnegan as Accountant
RICKENBAKER GIN INC: Seeks to Hire J.R. Dixon Auction as Broker
SALEM MEDIA: Closes Refinancing of $112.8M Senior Secured Notes
SANG H. SHIN: Unsecured Creditors to Recover 100% in 120 Months
SCIENTIFIC GAMES: Appoints Connie James as Chief Financial Officer
SEALED AIR: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
SOUTHERN VETERINARY: Term Loan Add-on No Impact on Moody's B3 CFR
SPECIALTY ORTHOPEDIC: Files Emergency Bid to Use Cash Collateral
SVP HOLDINGS: S&P Affirms 'B-' ICR Following New Debt Issuance
TEN & FREE: October 21 Plan Confirmation Hearing Set
TENRGYS LLC: Seeks Cash Collateral Access
TIMBER PHARMACEUTICALS: Board OKs Granting Stock Options to Execs
U.S. TOBACCO: Wins Cash Collateral Access
UNITED BANCSHARES: Late Form 10-Q Shows $152K Net Loss in Q2 2018
UNITED BANCSHARES: Late Form 10-Q Shows $198K Net Loss for Q1 2018
UNITED BANCSHARES: Late Form 10-Q Shows $57K Net Loss for Q3 2018
VIDA CAPITAL: S&P Lowers ICR to 'B-' on Heightened Leverage
VISTAGEN THERAPEUTICS: Three Proposals Approved at Annual Meeting
WALTER C. SMITH: Taps Wanger Jones Helsley as Bankruptcy Counsel
WARDMAN HOTEL: Court Approves Plan, $18 Mil. Marriott Deal
WB SUPPLY: Plan Exclusivity Extended Thru Nov. 16
[*] Claims Trading Report - August 2021
[^] Large Companies with Insolvent Balance Sheet
*********
1121 PIER VILLAGE: Unsecureds to Get Share of Suit & Sale Proceeds
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1121 Pier Village LLC and its affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania a Joint
Disclosure Statement describing Chapter 11 Plan dated September 14,
2021.
Since 2015, a number of affiliated businesses owned or controlled
by Alex Halimi and Saul Mazor have been in the business of
purchasing and developing residential real estate for sale or
lease. The Debtors are each members of this affiliate group; some
members of the affiliate group have not filed bankruptcy.
The Debtors acquired the real properties (the "Projects") between
2015 and 2018. For each Project, the Debtors obtained an open-end
construction mortgage from Sharestates to fund the construction or
conversion of each property to prepare it for sale or rental.
On May 27, 2021, the Debtors filed the Complaint, commencing the
Suit against Sharestates and associated parties Atlantis National
Services, Inc., Raymond Davoodi, Radni Davoodi and Allen
Shayanfekr. The Suit seeks affirmative recovery for breaches of the
lending contracts with the Debtors, equitable subrogation of
Sharestates's claims for the misconduct that forced the Debtors
into bankruptcy and other forms of relief.
The Debtors evaluated their reorganization options and elected to
obtain post-petition financing in order to finish construction on
the Projects owned by the New York Debtors and do demolition on the
depreciating shell of the Penn Treaty Homes LLC Project. With these
value improving efforts in place, the Debtors elected to market and
sell their assets after a nationwide marketing effort in order to
maximize the value available for parties in interest.
Conditioned on the Court granting the motions, the Debtors propose
a Plan that pays all administrative expense and undisputed secured
creditors on the Effective Date. The remaining funds will be held
in escrow and will be disbursed upon resolution of the Suit, which
will determine the validity and amount of the disputed secured
claims of Sharestates. If there are excess proceeds – either from
the sales or the Suit - the excess will be paid to unsecured
creditors.
The Plan will treat general unsecured claims as follows:
* Class 10 is all non-priority unsecured claims against 1121
Pier Village LLC. Class 10 is impaired by this Plan. Upon
resolution of the Suit, Class 10 claims shall receive their pro
rata share of the Allocated Value attributed to this Debtor.
* Class 11 is all non-priority unsecured claims against Penn
Treaty Homes LLC. Class 11 is impaired by this Plan. Upon
resolution of the Suit, Class 11 claims shall receive their pro
rata share of the Allocated Value attributed to this Debtor.
* Class 12 is all non-priority unsecured claims against 2626
Frankford LLC. Class 12 is impaired by this Plan. Upon resolution
of the Suit, Class 12 claims shall receive their pro rata share of
the Allocated Value attributed to this Debtor.
* Class 13 is all non-priority unsecured claims against 193
Hancock LLC. Class 13 is impaired by this Plan. Upon resolution of
the Suit, Class 13 claims shall receive their pro rata share of the
Allocated Value attributed to this Debtor.
* Class 14 is all non-priority unsecured claims against 231 E
123 LLC. Class 14 is impaired by this Plan. Upon resolution of the
Suit, Class 14 claims shall receive their pro rata share of the
Allocated Value attributed to this Debtor.
* Class 15 is all non-priority unsecured claims against 285
Kingsland LLC. Class 15 is impaired by this Plan. Upon resolution
of the Suit, Class 15 claims shall receive their pro rata share of
the Allocated Value attributed to this Debtor.
* Class 16 is all non-priority unsecured claims by insiders.
Claims is this class shall be discharged without payment.
Class 17 consists of Equity interest holders. Class 17 is
unimpaired by this Plan. All equity holders of the Debtors shall
retain their equity post-confirmation.
Payments and distributions under the Plan will be funded by one or
any of the following:
* Sales: By separate motions pending before the Court, the
Debtors seek authorization to market and sell substantially all of
their assets, in the exercise of their business judgment, free and
clear of all liens and interests. After payment of closing costs
and all Class 1 and 2 claims pursuant to this Plan, the Debtors
shall escrow an amount consistent with the treatment of applicable
Class 3 through 9 Claims pending resolution of the Suit and the end
of the 60-day objection period. Any excess proceeds of any sale
shall be paid to unclassified claims of this Plan, and then to
Classes 10 through 15.
* DIP Loan Proceeds: By separate motions pending before the
Court, the Debtors seek authorization to obtain post-petition
financing pursuant to 11 U.S.C. §364(c), (d). The budgets
associated with these loans specifically provide amounts to pay
U.S. Trustee fees and other professional fees upon approval by the
Court.
* Litigation: Net recoveries from the Suit after payment of
counsel fees and costs incurred in the Suit shall be paid pursuant
to this Plan.
* Collections: Net recoveries from the any collections on
account of prepetition accounts receivable, after payment of
counsel fees and costs incurred, shall be paid pursuant to this
Plan.
The Debtors' remaining obligations under this Plan arise only upon
the resolution of the Suit. The outcome of the Suit determines
whether the Debtors will generate net proceeds beyond the secured
claims of Sharestates. In the event that such net proceeds are
recovered, they will be paid immediately to unsecured creditors.
The Debtors have the ability to make all future payments
contemplated by the Plan.
The Debtors are seeking to sell their assets and pursue the Suit to
reduce or offset the secured claim of Sharestates and generate net
proceeds for unsecured creditors. The DIP lending budgets allocate
approximately $800,000.00 for administrative expenses, allowing the
Debtors to fully pursue the Suit without practical risk that they
may be required to pay Suit proceeds towards administrative claims.
Each Debtor's ability to pay is determined according to its
Allocated Value – the net realized proceeds of a sale plus the
net realized proceeds from the Suit attributable to that Debtor.
Unsecured creditors will be paid if, in combination, the sales
generate sufficient proceeds, the Debtors sufficiently reduce the
amounts of the filed secured claims and the Debtors recover
sufficient funds via the Suit.
A full-text copy of the Joint Disclosure Statement dated September
14, 2021, is available at https://bit.ly/3khmyg6 from
PacerMonitor.com at no charge.
Proposed Counsel for the Debtors:
Michael D. Vagnoni, Esquire
Edmond M. George, Esq.
Obermayer Rebmann Maxwell & Hippell LLP
1500 Market Street, Suite 3400
Philadelphia, PA 19102
Tel: (215) 665-3140
Email: edmond.george@obermayer.com
About 1121 Pier Village
Philadelphia, Pa.-based 1121 Pier Village, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
21-11466) on May 23, 2021. Alex Halim, operating manager, signed
the petition. At the time of the filing, the Debtor had between
$10 million and $50 million in both assets and liabilities. Judge
Eric L. Frank oversees the case. Obermayer Rebmann Maxwell &
Hippell, LLP is the Debtor's legal counsel.
2136 FULTON: Court Approved Settlement; Yellow Jacket's Claim Fixed
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2136 Fulton Realty LLC submitted a Second Modified Disclosure
Statement for Second Modified Chapter 11 Plan dated September 14,
2021.
On September 14, 2021, the Bankruptcy Court approved this
Disclosure Statement as containing adequate information of a kind
and in sufficient detail to enable a hypothetical holder of an
Allowed Claim to make an informed judgment whether to accept or
reject the Plan.
Despite Mr. Johnson's counsel executing the stipulation, Mr.
Johnson at the Court hearing to approve same held on July 27, 2021,
backed out of the settlement, essentially denying that he ever
agreed to such. Based on such, the Court denied the motion to
approve such settlement. Instead, the Court, allowed the Debtor to
make an oral motion to approve the portion of the settlement which
fixed the amount of Yellow Jacket's claim, which the Court did
approve. The Order was approved by the Court on August 16, 2021.
Like in the prior iteration of the Plan, each holder of an Class 4
Allowed General Unsecured Claim shall receive full payment from the
Plan Fund, on the later of the Effective Date and the date on which
such General Unsecured Claim becomes an Allowed Claim, or as soon
as reasonably practical. Class 4 Claims are Unimpaired, and the
holders of General Unsecured Claims are not entitled to vote to
accept or reject the Plan.
The holders of Class 5 Allowed Existing Equity Interests shall
retain their interests and will share in any funds left over after
paying all classes and fees. Class 5 Interests are Unimpaired and
deemed to accept the Plan.
The highest bidder for the Property at auction was Mark J. Nussbaum
(or an entity to be created thereby) in an amount of $733,000. The
Debtor believes that such amount exceeds all amounts owing to
creditors and estimates for fees and costs to consummate the Plan.
The Plan will be funded by the Cash available in the Plan Fund.
Certain payments will be made at the closing on the sale of the
Property, including payment of Yellow Jacket's secured claim and
outstanding taxes and related charges that may be owing to the City
of New York. The Plan Fund will be substantially funded by the net
sale proceeds of the Sale Transaction.
The Debtor is proposing an "Unimpaired" Plan which means that all
classes of creditors will receive full payment and equity holders
will retain their interests.
A full-text copy of the Second Modified Disclosure Statement dated
September 14, 2021, is available at https://bit.ly/3km5Hsu from
PacerMonitor.com at no charge.
Counsel to the Debtor:
A.Y. STRAUSS LLC
Eric H. Horn, Esq.
Heike M. Vogel, Esq.
10 Times Square, Suite 5022
New York, New York 10018
Tel: (646) 374-3020
Fax: (646) 374-2123
About 2136 Fulton Realty
2136 Fulton Realty LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 20-42296) on June 10, 2020. Eric H. Horn, Esq., of A.Y.
STRAUSS LLC, is the Debtor's counsel.
415 MARCY AVE: Auction for LLC Interests on Oct. 27
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In accordance with applicable provisions of the Uniform Commercial
Code as enacted in New York, DW Marcy LLC ("secured party") will
sell all of the limited liability company assets held by 415 March
Avenue LLC ("Debtor") in 425 March Avenue LLC ("Pledged Entity") to
the highest and qualified bidder at a public auction to take place
on Oct. 27, 2021 at 2:00 p.m., remotely from the offices of Windels
Marx Lance & Mittendorf LLP, 156 West 56th Street, 22nd Floor, New
York, New York 10019, with access afforded in person and by remote
auction via Cisco WebEx Platform or web-based video conferencing
and telephonic conferencing program selected by the secured party.
The collateral will be sold as a block, and will not be divided or
sold in any lesser amounts.
The sale will be conducted by:
Mannion Auctions LLC
Attn: Matthew D. Mannion, auctioneer
305 Broadway, Suite 200
New York, New York
Tel: (212) 267-6698
Interested parties who intend to bid on the collateral must
contact:
Brock Cannon
Newmark
125 Park Avenue
New York, NY 10017
Tel: (212) 372-2066
Email: brock.cannon@nmrk.com
A.B.C. CARPET: Seeks to Hire Greenberg Traurig as Legal Counsel
---------------------------------------------------------------
A.B.C. Carpet Co., Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
Greenberg Traurig, LLP to serve as legal counsel in their Chapter
11 cases.
The firm's services include:
a. providing legal advice with respect to the Debtors' powers
and duties;
b. negotiating, drafting and pursuing all necessary
documentation;
c. preparing legal papers necessary to the administration of
the Debtors' estates;
d. appearing before the court;
e. preparing, negotiating and taking all necessary actions in
connection with a plan of reorganization;
f. attending meetings and negotiating with representatives of
creditors, the U.S. trustee and other parties-in-interest;
g. providing legal advice to the Debtors related to their
business operations;
h. taking all necessary actions to protect and preserve the
Debtors' estates; and
i. performing other legal services for the Debtors.
The firm will be paid as follows:
Shareholders $575 - $1,650 per hour
Of Counsel $550 - $1,285 per hour
Associates $325 - $800 per hour
Legal Assistants/Paralegals $150 - $475 per hour
Greenberg Traurig received advanced payment retainers totaling
$875,000.
Oscar Pinkas, Esq., a shareholder of Greenberg Traurig, disclosed
in a court filing that his firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Oscar N. Pinkas, Esq.
Sara A. Hoffman, Esq.
Greenberg Traurig, LLP
MetLife Building
200 Park Avenue
New York, NY 10166
Tel: (212) 801-9214
Fax: (212) 801-6400
Email: pinkaso@gtlaw.com
hoffmans@gtlaw.com
About A.B.C. Carpet Co. Inc.
New York-based A.B.C. Carpet Co., Inc. owns and operates ABC Carpet
& Home, an iconic lifestyle brand and home furnishing retailer with
stores in Manhattan and Brooklyn.
A.B.C. Carpet Co. and its affiliates filed their voluntary
petitions for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case
No.21-11591) on Sept. 8 2021. Aaron Rose as chief executive
officer, signed the petitions. At the time of filing, the Debtors
disclosed up to $50 million in assets and up to $100 million in
liabilities.
Judge David S. Jones oversees the case.
Oscar N. Pinkas, Esq., and Sara A. Hoffman, Esq., at Greenberg
Traurig, LLP represent the Debtors as legal counsel.
ABRAXAS PETROLEUM: To Get Delisted From Nasdaq on Sept. 27
----------------------------------------------------------
The Nasdaq Stock Market LLC has determined to remove from listing
the common stock of Abraxas Petroleum Corporation, effective at the
opening of the trading session on Sept. 27, 2021.
Based on review of information provided by Abraxas, Nasdaq staff
determined that the company no longer qualified for listing on the
Exchange pursuant to Listing Rule 5550(b).
Abraxas was notified of the staff determination on July 26, 2021.
The company did not appeal the staff determination to the Hearings
Panel. The Listing Council did not call the matter for review.
The staff determination to delist the company common stock became
final on Aug. 4, 2021.
About Abraxas
San Antonio, TX-based Abraxas Petroleum Corporation --
www.abraxaspetroleum.com -- is an independent energy company
primarily engaged in the acquisition, exploration, development and
production of oil and gas.
Abraxas reported a net loss of $184.52 million for the year ended
Dec. 31, 2020, compared to a net loss of $65 million for the year
ended Dec. 31, 2019. As of June 30, 2021, the Company had $135.68
million in total assets, $245.84 million in total liabilities, and
a total stockholders' deficit of $110.16 million.
San Antonio, Texas-based ADKF, P.C., the Company's auditor since
2020, issued a "going concern" qualification in its report dated
May 6, 2021, citing that the Company has not satisfied certain
covenants under its first lien credit facility as of Dec. 31, 2020
which represents an event of default. Additionally, the company
does not anticipate maintaining compliance with all of its credit
facilities over the next twelve months. These matters raise
substantial doubt about the Company's ability to continue as a
"going concern."
ADVANCED SAWMILL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Advanced Sawmill Machinery, Inc.
481 Machinery Circle
Holt, FL 32564
Business Description: Advanced Sawmill Machinery, Inc. owns and
operates a precision machine shop. The
Company fabricates machineries supply major
sawmills around the world.
Chapter 11 Petition Date: September 20, 2021
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 21-30612
Debtor's Counsel: Robert C. Bruner, Esq.
BRUNER WRIGHT, P.A.
2810 Remington Green Circle
Tallahassee, FL 32308
Tel: (850) 385-0342
Fax: (850) 270-2441
E-mail: rbruner@brunerwright.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brenda W. Steffens, executive vice
president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/Y2YHSBA/Advanced_Sawmill_Machinery_Inc__flnbke-21-30612__0001.0.pdf?mcid=tGE4TAMA
ADVANZEON SOLUTIONS: Gets OK to Hire BF Borgers as Auditor
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Advanzeon Solutions, Inc. received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire BF
Borgers CPA, PC as its auditor.
The firm will perform audit services for the period ending Dec. 31,
2020 for purposes of the Debtor's public filings.
BF Borgers will be paid based on its ordinary and customary rates,
plus reimbursement of direct expenses including an 8 percent
administrative fee. The firm estimates the fees for preparation of
each 10Q to be $5,000 and fees for the year-end audit to be
$25,000.
The firm has requested a $15,000 retainer to be applied to awarded
fees and costs.
Ben Borgers, an accountant and auditor at BF Borgers, disclosed in
a court filing that his firm is disinterested as defined in
Section101(14) of the Bankruptcy Code.
The firm can be reached through:
Ben Borgers
BF Borgers CPA PC
5400 W. Cedar Ave.
Lakewood, CO 80226
Phone: +1 303-953-1454
Email: contact@bfbcpa.us
About Advanzeon Solutions Inc.
Based in Tampa, Fla., Advanzeon Solutions, Inc. provides behavioral
health, substance abuse and pharmacy management services, as well
as sleep apnea programs for employers, Taft-Hartley health and
welfare funds, and managed care companies throughout the United
States.
Advanzeon Solutions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06764) on Sept. 7,
2020, disclosing assets of up to $1 million and liabilities of up
to $10 million. Clark A. Marcus, chief executive officer, signed
the petition.
Judge Michael G. Williamson oversees the case.
The Debtor tapped Stichter, Riedel, Blain & Postler, P.A. as legal
counsel; BF Borgers CPA, PC as auditor; and Marcus & Marcus and
O'Connor, Pagano & Associates, LLC as accountant.
ALAMO DRAFTHOUSE: Wins Cash Collateral Access Thru Dec 14
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order amending the final cash collateral order dated April 1, 2021,
authorizing Alamo Drafthouse Cinemas Holdings, LLC et al. to use
cash collateral on a final basis.
The Debtors are authorized to use so-called Excluded Cash to fund
pre-Sale Closing Date administrative expenses in accordance with
the Approved Budget and post-Sale Closing Date administrative
expenses through the date that is the earliest to occur of:
(a) December 14, 2021;
(b) the date on which any of the following occurs unless
waived in writing by the Prepetition Agent, acting at
the direction of the Required Prepetition Lenders:
(i) entry of any order constituting a stay,
modification, appeal or reversal of the Order,
(ii) the appointment of any examiner with expanded
powers,
(iii) entry of any order dismissing the Chapter 11
Cases or converting the Chapter 11 Cases to
cases under Chapter 7, or
(iv) the Debtors' filing of a motion or other
request for relief seeking to modify or alter
or vacate the Order or any term thereof; and
(c) the expiration of the Remedies Notice Period, in each
case unless waived in writing by the Prepetition Agent.
The Court says that, eexcept as modified by the Order Further
Amending Final Cash Collateral Order and Extending the Debtors'
Authority to Use Cash Collateral, all of the terms, conditions, and
provisions of the Final Cash Collateral Order and the Amended Order
are ratified and reaffirmed in all respects and will remain in full
force and effect, including (i) the validity and enforceability of
the Replacement Liens, Adequate Protection Superpriority Claims and
the DIP Liens (to the extent of the DIP Reversionary Interest in
the Excluded Cash); provided, however, the Debtors will not be
required to reimburse the fees and expenses of the Prepetition
Secured Parties as provided in Paragraph 14(c) of the Final Cash
Collateral Order from and after the Sale Closing Date, and (ii) the
prohibition on the sale, transfer, lease, encumbrance or other
disposition of any portion of the Prepetition Collateral not
subject to the Sale Order other than in the ordinary course of
business without the prior consent of the Required DIP Lenders or
order of the Court.
A copy of the Court order is available for free at
https://bit.ly/3Aihrlb from PacerMonitor.com.
About Alamo Drafthouse
The Alamo Drafthouse Cinema -- https://drafthouse.com/ -- is an
American cinema chain founded in 1997 in Austin, Texas, that is
famous for its strict policy of requiring its audiences to maintain
proper cinema-going etiquette. Known for offering full meal and
alcohol service at its theaters, the company also operates a movie
merchandise store and an annual genre film festival, Fantastic
Fest. Alamo Drafthouse had 41 locations as of March 31, 2021, with
23 of those locations ran by franchisees.
Alamo Drafthouse Cinemas Holdings, LLC and 33 affiliated companies
filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 21-10474)
on March 3, 2021. Alamo Drafthouse was estimated to have $100
million to $500 million in assets and liabilities as of the
bankruptcy filing.
The Hon. Mary F. Walrath is the case judge.
The Company tapped Young Conaway Stargatt & Taylor LLP as
bankruptcy counsel, Portage Point Partners as its financial
adviser, and Houlihan Lokey Capital as its investment banker. Epiq
Corporate Restructuring, LLC, is the claims agent.
ALEX AND ANI: Updates Secured Credit Facility Claims Pay Details
----------------------------------------------------------------
Alex and Ani, LLC, and its debtor affiliates submitted a Second
Amended Joint Plan of Reorganization dated September 16, 2021.
Class 3 consists of all Secured Credit Facility Secured Claims.
Except to the extent the holder of an Allowed Secured Credit
Facility Secured Claim agrees to less favorable treatment, each
holder of an Allowed Secured Credit Facility Secured Claim shall
receive its Pro Rata share of 100 percent of the New Common
Equity.
On the Effective Date, the applicable Debtors or the Reorganized
Debtors, as applicable, shall enter into any transaction and shall
take any actions as may be necessary or appropriate to effectuate
the restructuring, including, as applicable, entry in to the Exit
Facility the issuance of all securities, notes, instruments,
certificates, and other documents required to be issued pursuant to
the Plan, and one or more intercompany mergers, consolidations,
amalgamations, arrangements, continuances, restructurings,
conversions, dispositions, dissolutions, transfers, liquidations,
spinoffs, intercompany sales, purchases, or other corporate
transactions (collectively, the "Restructuring Transactions").
Like in the prior iteration of the Plan, each holder of an Allowed
General Unsecured Claim shall receive the General Unsecured Claims
Treatment.
The Reorganized Debtors will fund distributions under the Plan with
Cash held on the Effective Date by or for the benefit of the
Debtors or Reorganized Debtors, including Cash from operations, the
Exit Facility, proceeds from all Causes of Action not settled,
released, discharged, enjoined, or exculpated under the Plan or
otherwise on or prior to the Effective Date, and the New Common
Equity.
"Exit Facility" means a $[4.5 million] new money senior secured
credit facility or note provided by the Consenting Sponsor, the
proceeds of which shall be used to satisfy Allowed Administrative
Claims and for other purposes as determined by the Debtors and the
Consenting Sponsor.
"Official Committee of Unsecured Creditors" means the official
committee of unsecured creditors appointed in the Chapter 11 Cases
pursuant to section 1102(a) of the Bankruptcy Code and its members,
solely in their capacity as such.
"Exculpated Party" means collectively, and in each case in its
capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c)
the Official Committee of Unsecured Creditors; and (d) with respect
to each of the foregoing Persons in clauses (a) through (b), such
Person and its current and former Affiliates, and such Entity's and
its current and former Affiliates' current and former equity
holders, subsidiaries, officers, directors, managers, principals,
members, employees, agents, advisory board members, financial
advisors, partners, attorneys, accountants, investment bankers,
consultants, representatives, and other professionals, each in
their capacity as such.
Proposed Co-Counsel to the Debtors:
Joshua A. Sussberg, P.C.
Allyson B. Smith
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
- and -
Alexandra Schwarzman
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
- and -
Domenic E. Pacitti
Michael W. Yurkewicz
KLEHR HARRISON HARVEY BRANZBURG LLP
919 North Market Street, Suite 1000
Wilmington, Delaware 19801
Telephone: (302) 426-1189
Facsimile: (302) 426-9193
- and -
Facsimile: (302) 426-9193
KLEHR HARRISON HARVEY BRANZBURG LLP
1835 Market Street, Suite 1400
Philadelphia, Pennsylvania 19103
Telephone: (215) 569-3007
Facsimile: (215) 568-6603
About Alex and Ani LLC
Founded in 2004 by Carolyn Rafaelian, Alex and Ani has become a
premier jewelry brand, quickly gaining popularity because of the
novel and customizable nature of its signature expandable wire
bracelet. Alex and Ani has been headquartered in East Greenwich,
Rhode Island since 2014. Since opening its first retail store in
Newport, Rhode Island in 2009, Alex and Ani has expanded to over
100 retail store locations across the United States, Canada, and
Puerto Rico. On the Web: HTTP://www.alexandani.com/
Alex and Ani LLC and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-10918) on June 9, 2021. In its
petition, Alex and Ani listed assets and liabilities of $100
million to $500 million each.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Klehr Harrison Harvey Branzburg LLP as local bankruptcy
counsel; and Portage Point Partners, LLC, as financial advisors and
investment bankers. Kurtzman Carson Consultants LLC is the notice
and claims agent.
ALROSE ALLEGRIA: Unsecureds to Get 2% in Trustee Plan
-----------------------------------------------------
Chapter 11 Trustee Kenneth P. Silverman filed a Plan of Liquidation
for Alrose Allegria LLC and ALrose King David, LLC.
The Plan provides for the liquidation of all of the Creditor Trust
Assets by the Creditor Trust. The Creditor Trust Proceeds will be
used to make all distributions pursuant to the terms of the Plan.
The Creditor Trust, as applicable, may pursue certain Causes of
Action to collect additional Cash for distribution pursuant to the
terms of the Plan.
Holders of Class 3 - General Unsecured Claims will each get a pro
rata share of the Unsecured Creditor Funds on the Effective Date.
Creditors will recover 2% of their claims. Class 3 is impaired.
The hearing on Confirmation of the Plan will be on Oct. 21, 2021,
at 10:00 a.m. (prevailing Eastern Time). The deadline by which to
file and service objections to Confirmation of the Plan will be on
Oct. 14, 2021, at 4:00 p.m. (prevailing Eastern Time).
The voting Deadline by which Ballots must be received will be on
October 14, 2021, at 4:00 p.m. (prevailing Eastern Time).
Attorneys for Kenneth P. Silverman, Esq., the Chapter 11 Trustee:
Ronald J. Friedman
Brian Powers
Haley L. Trust
SILVERMANACAMPORA LLP
100 Jericho Quadrangle, Suite 300
Jericho, New York 11753
Tel: (516) 479-6300
A copy of the Disclosure Statement dated September 15, 2021, is
available at https://bit.ly/2Z76V2H from PacerMonitor.com.
About Alrose Allegria
Alrose Allegria LLC operated the Allegria Hotel, a nine-story,
143-key mid-rise full-service boutique hotel located on the
beachfront at 80 W. Broadway, Long Beach, New York. The Allegria
Hotel property contained approximately 136,000 gross square feet
and included a ballroom, meeting space, fitness center, restaurant,
lounge and piano bar. Alrose King David LLC was the owner of real
property, including the building, fixtures and improvements
thereon, located at 80 W. Broadway, Long Beach, New York, on which
the Allegria Hotel was located.
Alrose Allegria LLC sought Chapter 11 protection (Bankr. S.D.N.Y.,
Case No. 15-11760) in Manhattan on July 2, 2015, estimating $10
million to $50 million in assets and $1 million to $10 million in
debt. Allen Rosenberg, managing member of Alrose Allegria and
president of the Alrose Group, signed the bankruptcy petition. The
Debtor tapped Richard J. Bernard, Esq., at Foley & Lardner LLP, in
New York, as counsel.
In July 2011, another unit of the Alrose Group, Alrose King David
LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.,
Case No. 11-75361) in Brooklyn. Alrose King David LLC was a special
entity established by the Alrose Group to own the 143-room,
beachfront hotel property called the Allegria Hotel & Spa in Long
Beach, Long Island. Alrose King David won approval of its
reorganization plan in March 2012.
ANGEL'S SQUARE: City National Bank Says Disclosures Deficient
-------------------------------------------------------------
Secured creditor City National Bank of Florida ("CNB" or "Lender")
objects to the adequacy of the Disclosure Statement for the Plan of
Reorganization filed by Angel's Square, Inc.
CNB claims that the Court should not approve the Disclosure
Statement at this time in light of the number of deficiencies. The
Debtor has failed to attached any financial projections to the
Disclosure Statement making impossible for any creditor to
determine whether the payments proposed under the Plan are
feasible. This deficiency alone is sufficient to deny approval of
the Disclosure Statement.
Additionally, in order to cast an informed vote, creditors must
have adequate information concerning the downside risk of a chapter
7 and the assumptions underlying the debtor's projected future
performance following a confirmation. No liquidation analysis is
attached to the Disclosure Statement reflecting what creditors
would receive in a hypothetical chapter 7 case. Without a
liquidation analysis or financial projections, a creditor cannot
evaluate a debtor's plan.
CNB points out that the Disclosure Statement fails to provide any
information of the source or type of funding to be provided by Mr.
Gil or his other business entities, and whether those funds are
readily available. Moreover, the lack of financial projections
makes it impossible to determine how much money Mr. Gill would need
to provide the Debtor to cover any shortfall in the payments
proposed under the Plan.
CNB has sole discretion over the release of some or all of the
monies in the Reserved Account to satisfy payment of real property
taxes to Broward County Property Appraiser in connection with a
plan of reorganization. Based on the lack of information provided
regarding the RE Taxes, financial projections, and the source of
funding by Mr. Gil, CNB does not consent to the release of the
funds in the Reserved Account for the payment of taxes.
CNB asserts that the Disclosure Statement provides that Class 1 of
CNB is unimpaired. This is incorrect. Given the Debtor's failure to
pay the real property taxes, among other things, CNB is impaired.
The Debtor does not explain why CNB is unimpaired. More
importantly, there is no disclosure that the Note with CNB matures
on October 11, 2023, and how the Debtor proposes to pay the Note on
the maturity date.
CNB further asserts that without financial projections, it is
impossible for anyone to determine whether the Debtor generates
sufficient revenue to pay this amount after accounting for
operating expenses and the payments to CNB and other creditors.
Importantly, this proposed monthly payment represents 2/3rds of the
gross rental revenue generated from the Property.
A full-text copy of CNB's objection dated September 16, 2021, is
available at https://bit.ly/3knbrlN from PacerMonitor.com at no
charge.
Attorneys for City National Bank:
GENOVESE JOBLOVE & BATTISTA, P.A.
100 Southeast Second Street, Suite 4400
Miami, Florida 33131
Telephone: (305) 349-2300
Facsimile: (305) 349-2310
Paul J. Battista, Esq.
Mariaelena Gayo-Guitian, Esq.
E-mail: pbattista@gjb-law.com
mguitian@gjb-law.com
About Angel's Square
Fort Lauderdale, Fla.-based Angel's Square, Inc. is a single asset
real estate debtor (as defined in 11 U.S.C. Section 101(51B)).
Angel's Square sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 21-13576) on April 15, 2021.
Fernando D. Gill, registered agent, signed the petition. In its
petition, the Debtor disclosed total assets of up to $10 million
and total liabilities of up to $1 million. Judge Peter D. Russin
oversees the case. Behar Gutt & Glazer, P.A., is the Debtor's
legal counsel.
ANGEL'S SQUARE: UST Says Cash Flow Insufficient ot Fund Plan
------------------------------------------------------------
Mary Ida Townson, United States Trustee for Region 21, submitted an
objection to the Disclosure Statement and Plan of Reorganization
proposed by Angel's Square Inc.
The United States Trustee asserts that the Debtor's Disclosure
Statement does not include any financial projections. A review of
the four Monthly Operating Reports filed since April of 2021, do
not support feasibility, to wit, the Debtor reported negative cash
flow for half of the reportable period. Even when the MORs are not
in the negative, the positive cashflow is insufficient to fund the
Plan. The MOR's simply do not show the financial ability to make
the proposed plan payments, which include a $104,442 payment toward
property taxes. In addition, the Disclosure Statement does not
adequately detail the distributions proposed in the Plan or the
proposed "personal funding" needed to fund the Plan.
According to United States Trustee, the Debtor does not provide any
information about the financial wherewithal of Mr. Gil, who is the
source of the "personal funding" needed monthly to fund the Plan.
This information must be disclosed and the financial wherewithal of
the source funding the Plan must be shown.
The United States Trustee points out that the Debtor's Disclosure
Statement fails to include a liquidation analysis.
The United States Trustee points out that the Debtor's Disclosure
Statement contains no information or approximation of the
professional fees incurred in this case.
About Angel's Square
Fort Lauderdale, Fla.-based Angel's Square, Inc. is a single asset
real estate debtor (as defined in 11 U.S.C. Section 101(51B)).
Angel's Square sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 21-13576) on April 15, 2021.
Fernando D. Gill, registered agent, signed the petition. In its
petition, the Debtor disclosed total assets of up to $10 million
and total liabilities of up to $1 million. Judge Peter D. Russin
oversees the case. Behar Gutt & Glazer, P.A. is the Debtor's legal
counsel.
APPLIED DNA: All Proposals Passed at Annual Meeting
---------------------------------------------------
Applied DNA Sciences, Inc. held its 2021 annual meeting of
stockholders at which the stockholders:
(1) elected James A. Hayward, John Bitzer, III, Robert B.
Catell, Joseph D. Ceccoli, Scott Anchin, Yacov A. Shamash, Sanford
R. Simon, and Elizabeth M. Schmalz Ferguson as directors to serve
until the 2022 annual meeting of stockholders or until their
respective successors are duly elected and qualified;
(2) ratified the approval, filing and effectiveness of the
Certificate of Amendment to the company's Certificate of
Incorporation, filed with the Secretary of State of the State of
Delaware on Sept. 16, 2020 to decrease the number of the authorized
shares of the company's common stock, par value $0.001 per share,
to 200,000,000; and
(3) ratified the appointment of Marcum LLP as the company's
independent registered public accounting firm for the fiscal year
ending Sept. 30, 2021.
About Applied DNA
Applied DNA -- http//www.adnas.com -- is a provider of molecular
technologies that enable supply chain security, anti-counterfeiting
and anti-theft technology, product genotyping, and pre-clinical
nucleic acid-based therapeutic drug candidates. Applied DNA makes
life real and safe by providing innovative, molecular-based
technology solutions and services that can help protect products,
brands, entire supply chains, and intellectual property of
companies, governments and consumers from theft, counterfeiting,
fraud and diversion.
Applied DNA reported a net loss of $13.03 million for the year
ended Sept. 30, 2020, compared to a net loss of $8.63 million for
the year ended Sept. 30, 2019. As of June 30, 2021, the Company
had $17.19 million in total assets, $1.61 million in total
liabilities, and $15.58 million in total equity.
Melville, NY-based Marcum LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated Dec. 17,
2020, citing that the Company incurred a net loss of $13,028,904
and generated negative operating cash flow of $11,143,059 for the
fiscal year ended Sept. 30, 2020 and has a working capital
deficiency of $4,811,847. These conditions along with the COVID-19
risks and uncertainties raise substantial doubt about the Company's
ability to continue as a going concern.
ARMED BEAVERS: Wins Cash Collateral Access Thru Oct 26
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has entered
an order authorizing Gunsmoke LLC, Happy Beavers, LLC, and Armed
Beavers, LLC to continue using cash collateral on an interim basis
through October 26, 2021.
As previously reported by the Troubled Company Reporter, the
Debtors and their creditor Great Western Bank are confident the
Debtors' request to continue using cash collateral will provide
them each with sufficient opportunity to determine whether
Gunsmoke's cash flow be sufficient to satisfy the existing and
potential obligations and to determine whether proceeding with a
state-court receivership is in the best interests of the parties to
the LLC Debtors' bankruptcy cases.
The Debtors are affiliated companies under the ultimate control of
Chee Wei Fong and Richard Weingarten (each of whom separately filed
for relief under Chapter 11 of the Bankruptcy Code on October 20,
2020). Happy Beavers holds title to the real property and fixtures
located at 697 N. Denver Ave., Loveland, Colorado 80537 and owns
certain personal property located at the Real Property. Gunsmoke is
a wholly owned subsidiary of Armed Beavers and owns and operates an
indoor shooting range and retail gun shop (operating under the
trade name: Front Range Gun Club) within the Real Property.
Gunsmoke handles the day-to-day cashflow of the Front Range Gun
Club and also owns certain personal property within the Real
Property. Gunsmoke leases the facility from Happy Beavers which,
prior to the initiation of the subject bankruptcy cases, pays
mortgage payments to creditors.
The Debtors are also granted a 60-day extension of time, up to and
including October 26, to file an amended plan and/or stipulation.
A copy of the order is available at from https://bit.ly/3AmaW0R
PacerMonitor.com.
About Armed Beavers
Armed Beavers, LLC, a Loveland, Colo.-based company that provides
sporting and recreational goods and supplies, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
20-14963) on July 22, 2020. At the time of the filing, the Debtor
had estimated assets of between $100,001 and $500,000 and
liabilities of between $500,001 and $1 million.
Judge Joseph G. Rosania Jr. oversees the case.
The Debtor tapped Jorgensen, Brownell & Pepin P.C. as its legal
counsel and Haynie & Company, CPAs as its accountant.
Affiliates Happy Beavers, LLC filed its voluntary Chapter 11
petition on July 17, 2020; and Gunsmoke, LLC filed for Chapter 11
on July 22.
Great Western Bank, as creditor, is represented by Michael C.
Payne, Esq.
AVANTOR INC: S&P Affirms 'BB+' ICR, Off CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on Avantor Inc.,
including its 'BB+' issuer credit rating, and removed the ratings
from CreditWatch, where S&P placed them with negative implications
on Sept. 8, 2021. The outlook is negative.
The negative outlook reflects S&P's view that the company's
leverage will remain above 4x over the next 12 months.
Avantor Inc. has announced that it plans to acquire Masterflex for
$2.9 billion. The company has already raised $1 billion through an
equity issuance to partially fund the deal and S&P expects it to
fund the rest of the purchase price with debt.
Specifically, S&P forecasts Avantor's pro forma leverage will be
about 4.2x before improving to about 4.0x in 2022.
S&P said, "The negative outlook reflects the expected increase in
Avantor's leverage pro forma for the transaction, which will cause
its debt to EBITDA to exceed our previous assumption of generally
remaining below 4x. We previously expected the company's leverage
to remain below 4x in 2021 and trend lower thereafter given its
strong and improving cash generation, limited acquisition activity,
and management's articulated leverage goals. However, Avantor has
materially accelerated its acquisition activity this year. The
company acquired Ritter for approximately $1.1 billion earlier this
year and recently announced its multi-billion dollar acquisition of
Masterflex, which we expect will raise its pro forma leverage to
about 4.2x. Management has not revised its stated goal of
maintaining net leverage in the 2x-4x range and intends to improve
Avantor's leverage to this range by the end of 2022. However, while
we believe the company has the ability to reduce its leverage below
4x by the end of next year, we view mergers and acquisitions (M&A)
as a key component of its growth strategy. Therefore, this could
slow the pace of Avantor's deleveraging if it engages in additional
M&A.
"We expect the company to strongly expand its revenue next year on
the recovering conditions in some of its segments, a strong
increase in its biopharma sales, COVID-19-related tailwinds, and
the contributions from its recent acquisitions. Although Avantor's
COVID-19-related revenue may decline next year, we still expect it
to report a strong improvement in its biopharma sales as well as a
stable performance across its other end markets."
Avantor provides specialty chemicals, reagents, and materials and
has a well-established position as one of the largest distributors
of laboratory supplies with a strong presence in North America and
Europe. The company offers a broader array of products and services
than many of its smaller, regional competitors. It is also a stable
operator with a high proportion of recurring revenue and good
geographic and end-market diversity. Specifically, about 85% of
Avantor's business is recurring and it derives 50% of its revenue
from its proprietary branded products and services. The company's
customer concentration is also low because no single customer
accounts for more than 4% of its total revenue. S&P said, "Avantor
derives about 50% of its revenue from the biopharma end market,
which we consider to be a high-growth area that has continued to
expand at a brisk rate throughout the pandemic. In addition, we
believe the company will likely continue to benefit from revenue
related to the development and manufacturing of COVID-19 vaccines
this year."
Despite these positive factors, Avantor's market remains fragmented
and competitive. S&P estimates it has market share of approximately
10% in the global laboratory supply distribution industry. The
company competes against Thermo Fisher Scientific Inc., a larger
and more vertically integrated global distributor and manufacturer,
as well as numerous regional and local companies. Thermo Fisher is
approximately four times bigger than Avantor with larger
manufacturing operations that it uses to produce equipment and
consumables. This provides it with a greater market presence and
scale, as well as potentially stronger pricing power.
The negative outlook on Avantor reflects the risk that its leverage
will exceed S&P's base-case expectation for debt to EBITDA trending
below 4x.
S&P said, "We could lower our rating on Avantor if its pace of
deleveraging below 4x is disrupted such that we come to expect its
S&P Global Ratings-adjusted leverage to remain above 4x for a
sustained period. This could occur if the company pursues
additional sizable debt-funded acquisitions or encounters
operational challenges that slow the pace of its deleveraging.
"We could revise our outlook on Avantor to stable if its leverage
declines below 4x and it establishes a track record of maintaining
leverage of less than 4x. This could occur if the company continues
to expand at a solid pace while also limiting its acquisition
activity or using significant equity to fund its M&A."
AVIANCA HOLDINGS: Unsecureds Unimpaired and Impaired in Plan
------------------------------------------------------------
Judge Martin Glenn has entered an order approving the Disclosure
Statement of Avianca Holdings S.A., et al., and set a hearing for
Oct. 26, 2021, at 10:00 a.m., to consider confirmation of the
Debtors' Plan.
The voting deadline is Oct. 15, 2021, at 4:00 p.m. The Plan
objection deadline is Oct. 19, 2021, at 4:00 p.m. The deadline to
file a confirmation brief and Plan reply is October 24, 2021, at
12:00 p.m.
Reorganization Plan
Avianca Holdings S.A., et al. submitted a Disclosure Statement for
a Joint Plan on Sept. 15, 2021.
The Plan provides for a comprehensive restructuring of the
Company's balance sheet and a significant investment of new capital
in the Company's business. The transactions contemplated in the
Plan will strengthen the Company by substantially reducing its debt
and increasing its cash flow and will preserve over 10,000 jobs.
More specifically, in connection with the Plan:
* 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 7-year exit
financing upon emergence. Subject to satisfaction of certain
conditions precedent, Tranche A-1 DIP Facility Claims and Tranche
A-2 DIP Facility Claims will convert into indebtedness under the
Exit Facility pursuant to the Plan.
* The Debtors engaged in a competitive marketing process (the
"Equity Solicitation Process") to determine whether an alternative
investor (an "Alternative Sponsor") would be willing to provide
capital to the Reorganized Debtors on terms superior to those
offered by the Tranche B DIP Lenders, which, as part of the DIP
Credit Agreement, 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, among other things, directly or
indirectly acquire substantially all of the assets and/or stock of
AVH (as defined in the Plan, "Reorganized AVH").
* Ultimately, the Equity Solicitation Process yielded one
indication of interest, which did not aggregate sufficient value to
satisfy all Tranche B DIP Facility Claims in full in Cash.
Accordingly, the Debtors, in their business judgment, determined
that the terms of the indication of interest were not superior to
those offered by the Tranche B DIP Lenders. Therefore, the Debtors
have elected to exercise their option under the DIP Credit
Agreement to convert the Tranche B DIP Facility Claims to equity in
Reorganized AVH (as defined in the Plan, the "New Common Equity")
as part of the Plan. Additionally, 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.
* 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 5
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 and the Warrants. 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.
* These recoveries are being carved out of the value of the
collateral securing the Tranche B DIP Facility Claims and would not
otherwise be available to holders of such unsecured Claims without
the consent of holders of Tranche B DIP Facility Claims, which
consent was obtained in connection with good-faith, arms'-length
negotiations among the Debtors, the Committee, and holders of
Tranche B DIP Facility Claims. Such negotiations resulted in a
global settlement (the "Global Plan 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.
* On the Effective Date or as soon as reasonably practicable
thereafter, all Interests in AVH will be cancelled, released,
extinguished, or receive economically similar treatment, to the
extent permitted by applicable law as determined by the Debtors in
their business judgment. Holders of Interests in AVH will not
receive any distributions, nor retain any property, under the Plan.
* The foregoing transactions will eliminate approximately $3.0
billion of debt from the Debtors' consolidated balance sheet.
The Plan will treat claims as follows:
Class 11 General Unsecured Avianca Claims will each receive its pro
rata share of either (A) the Unsecured Claimholder Cash Pool or (B)
if such holder makes a written election on a timely and properly
delivered and completed Ballot or other writing reasonably
acceptable to the Debtors or Reorganized Debtors to receive the
Unsecured Claimholder Equity Package, (1) the Unsecured Claimholder
Equity Pool and (2) the Warrants; provided, that, if Class 11 votes
to accept the Plan, in addition to the treatment set forth above,
each holder of an Allowed General Unsecured Avianca Claim will also
receive its Pro Rata Share of either (x) the Unsecured Claimholder
Enhanced Cash Pool or (y) if such holder duly elects to receive the
Unsecured Claimholder Equity Package, the Unsecured Claimholder
Enhanced Equity Pool. Creditors will recover 1.0% to 1.4% of their
claims. Class 11 is impaired.
Class 12 - General Unsecured Avifreight Claims, Class 13 - General
Unsecured Aerounión Claims and Class 14 - General Unsecured SAI
Claims will each receive Cash, equal to the Allowed amount of such
Claim, on the later of the Effective Date and the date when it
becomes due and payable in the ordinary course or be otherwise
rendered Unimpaired. Creditors will recover 100% of their claims.
Classes 12, 13 and 14 are unimpaired.
Class 15 - General Unsecured Convenience Claims will receive, in
full and final satisfaction of its General Unsecured Convenience
Claim, Cash in an amount equal to 1.0% of the amount of such
Allowed General Unsecured Convenience Claim. Class 15 is impaired.
The sources of consideration for plan distributions include: cash
on hand, exit facility, new common equity and warrants.
Counsel for the Debtors:
Dennis F. Dunne
Evan R. Fleck
Benjamin Schak
Kyle R. Satterfield
MILBANK LLP
55 Hudson Yards
New York, New York 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
- and -
Gregory A. Bray
MILBANK LLP
2029 Century Park East, 33rd Floor
Los Angeles, CA 90067
Telephone: (424) 386-4000
Facsimile: (213) 629-5063
A copy of the Order dated September 15, 2021, is available at
https://bit.ly/3AlwRoO from Kccllc, the claims agent.
A copy of the Disclosure Statement dated September 15, 2021, is
available at https://bit.ly/3CqqQbn from Kccllc, the claims agent.
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.
BECK & CHASE: Unsecured Creditors to Recover 0% to 14% in Plan
--------------------------------------------------------------
Beck & Chase Enterprises, Inc. ("BCE") submitted a Third Amended
Plan of Reorganization for Small Business.
This Plan of Reorganization proposes to pay creditors of the Debtor
from operations and future income over the next five years.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 0 to 14 cents on the dollar. The determination of
what the Plan will pay, within this range, depends on the result of
a possible claims as to the validity, and/or value of the secured
portion of a lien on some of the Debtor's assets, claimed by
creditor ASB. The Plan also provides for the payment of
administrative claims.
Class 2A consists of the Secured Claim of American Business Forms,
Inc. dba American Solutions for Business (ASB). Debtor will pay the
full allowed secured amount of this claim, if any, in quarterly
installments, with 3% interest until paid in full. Payments shall
be made in the amounts set forth as the full quarterly
distributions until the entire allowed claim, if any is paid in
full.
Class 2B consists of the Secured Claim of Wells Fargo Bank, N.A.
Debtor reaffirms this debt pursuant to its contract terms. This
claim is fully secured by a vehicle. The Debtor has no pre-petition
arrears on this claim. The Debtor will continue to make the
payments on this claim pursuant to the contract with this creditor
until the contract concludes with a final payment April 10, 2024.
Class 3 consists of Non-priority unsecured creditors. Class 3 shall
be paid, if at all, (depending on the determination of the value of
the Class 2A claim or its allowance) in uneven quarterly
installments. Class 3 claims will be paid after the Class 2A claim
is paid in full with interest. Based on an estimated secured Class
2A claim of $250,000 plus 3% interest, the distribution to Class 3
claims will be negligible, less than $20,000 to be divided among
the Class 3 claimants pro rata based on claim amounts.
Class 4 consists of the equity security holders of the Debtor.
Donna Beck, the Debtor's 100% shareholder and only Director and
Officer will retain her stock.
The Debtor will implement and fund the Plan entirely from revenue
of the business going forward for the term of the Plan. The Debtor
will retain all of its property in the Plan.
A full-text copy of the Third Amended Plan dated September 16,
2021, is available at https://bit.ly/3ApBs9K from PacerMonitor.com
at no charge.
Attorney for the Plan Proponent:
Jeffrey B. Smith, Esq.
CURD GALINDO & SMITH LLP
301 East Ocean Boulevard, Suite 1700
Long Beach, CA 90802
Tel: (562) 624-1177
Fax: (562) 624-1178
E-mail: jsmith@cgsattys.com
About Beck & Chase Enterprises
Beck & Chase Enterprises, Inc., based in Orange, CA, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-12864) on Oct.
13, 2020. The petition was signed by Donna K. Beck, CEO. In its
petition, the Debtor was estimated to have $500,000 to $1 million
in assets and $1 million to $10 million in liabilities. CURD,
GALLINDO & SMITH, LLP, serves as bankruptcy counsel to the Debtor.
BLUE EAGLE: Court Confirms Reorganization Plan
----------------------------------------------
Judge Tamara O. Mitchell has entered an order confirming the Plan
of Blue Eagle Farming, LLC, et al.
All formal or informal objections to confirmation of the Plan that
have not been withdrawn, waived, or settled, and all reservations
of rights included therein, are overruled on the merits.
Holders of Non-Tax Priority Claim for Child Support (Class 1) are
Unimpaired, and thus are deemed to have accepted the Plan under
section 1126(f) of the Bankruptcy Code.
Holders of Non-Tax Priority Claims for Other Domestic Support
(Class 2), Secured Claim of Claire Wilcox Johnson (Class 3),
Secured Claim of the United States (Class 4), Secured Claim of
Chase Auto Finance (Class 5), Secured Claim of Pinnacle Consulting,
Inc. (Class 6), General Unsecured Claims (Class 7), and Convenience
Class Claims (Class 8) and Class 9 are Impaired and will receive
distributions pursuant to the Plan, and thus had the right to vote
to accept or reject the Plan.
Holders of Interests (Class 9) will not receive any distributions
or other property pursuant to the Plan, but has consented to their
treatment under the Plan and and thus had the right to vote to
accept or reject the Plan.
Plan specifies that Class 1 is not impaired under the Plan, thereby
satisfying Section 1123(a)(2) of the Bankruptcy Code.
The Plan specifies the treatment of impaired status of claims in
Classes 2, 3, 4, 5, 6, 7 and 8 as well as the status of all
Interests in Class 9 as of the Effective Date, thereby satisfying
section 1123(a)(3) of the Bankruptcy Code.
The Plan provides adequate and proper means for implementation of
the Plan, thereby satisfying section 1123(a)(5) of the Bankruptcy
Code. Among other things, the Plan includes provisions relating to:
(i) distributions to Holders of Allowed Claims; (ii) the
appointment of the Liquidating Agent; (iii) liquidation of the
Debtor's remaining assets; (iv) the Step 2 Settlement Agreement
attached as an Exhibit to the Plan; and (v) exculpation, injunction
and release provisions. The Plan also set forth means for the
implementation of the Plan. Article X includes provisions regarding
distributions under the Plan including procedures for resolving
disputed, contingent, and unliquidated Claims; and Section XI
provides for, among other things, the retention of jurisdiction by
the Court over certain matters. The Liquidating Agent has
sufficient Assets to allow the Liquidating Agent to make all
payments due immediately after the Effective Date including all
Allowed Administrative Expense Claims. Additionally, the Debtor
has
sufficient funds to satisfy the treatment for all Allowed Class 2
Claims and the Liquidating Agent has sufficient funds to satisfy
the treatment for all Allowed Class 3 Claims and to begin to make
payments to other Classes of Allowed Claims pursuant to the Plan.
Each of Classes 2, 3, 4, 5, 6, 7 and 8 are Classes of Claims that
have voted to accept the Plan in accordance with the Plan and
sections 1126(c) and (d) of the Bankruptcy Code excluding the votes
of any insiders. Class 9 receives no distribution pursuant to the
Plan but has consented to its treatment under the Plan and
accordingly is deemed to have voted to accept. The Debtor has thus
requested that the Court confirm the Plan.
Reorganization Plan
Robert Bradford Johnson, the debtor, proposed a Third Amended Plan
of Reorganization of Blue Eagle Farming, LLC, et al.
The Plan provides for the reorganization of the Debtor's Estate and
the orderly payment of Allowed Claims. More specifically, the
Debtor will pay in full all Allowed Administrative and Priority
Claims on the Effective Date, unless otherwise agreed to by the
holder of any such claim, and an independent fiduicary liquidating
agent shall liquidate all of the Debtor's pre-petition, non-exempt
assets, except for certain Retained Assets, and then distribute the
proceeds of those assets to creditors as set forth in this Plan.
Creditors will receive significantly more than they would receive
in a chapter 7 liquidation.
The Plan further reflects and implements a settlement between the
Debtor, the two largest ostensible creditors that have asserted
claims against the Debtor (HDL and the United States), and certain
other parties alleged to have received avoidable transfers from
HDL.2 Pursuant to that settlement, and among other things: (1) the
USA and HDL shall receive certain funds from the alleged recipients
of fraudulent transfers (and shall distribute recovered proceeds in
the manner provided in the Intercreditor Agreement between them);
(2)the Debtor will withdraw from any further appeal of the USA
Litigation Judgment; and (3)the Debtor shall receive a discharge.
Class 7: General Unsecured Claims will each receive a pro rata
share of the Holder's Allowed Claim multiplied by the proceeds, net
of expenses, from the liquidation of Assets; provided, however,
that the allocation of distributions as between the United States
and Arrowsmith will be governed by the Intercreditor Agreement.
The United States Claims and the Arrowsmith Claims are Allowed as
set forth:
(a) Allowed Arrowsmith Claims. The Arrowsmith Claims shall be
Allowed as Class 7 Claims in a total amount of $100,000,000.00. The
Debtor shall cause the Entity Debtors to propose plans under which
they shall be jointly and severally liable for the Arrowsmith
Claims. Of the amounts paid under this Plan on the Arrowsmith
Claims, one-half is for claims register number 7, and one-quarter
is for each of claims register numbers 5 and 6. These Claims shall
be satisfied through the treatment given to Class 7 Holders of
Allowed Claims.
(b) The United States' Unsecured Claim. United States' Unsecured
Claim shall be Allowed as a Class 7 Claim in the amount of
$114,239,519.42, less amounts received on account of its Class 4
claim under this Plan and its Secured Class 3 claim under the
Entity Debtors' Plan. For purposes of the Effective Date
distribution and other interim distributions made prior to the sale
of all remaining Class 4 secured property, the United States Class
7 Claim shall be estimated in the amount of $ $104,600,988.83. The
Debtor shall cause the Entity Debtors to propose plans under which
they shall be jointly and severally liable for the United States'
Claims.
(c) Qui Tam Claimants' Claim. The Qui Tam Claimants' Unsecured
Claim in the amount of $565,717 for their attorneys' fees and costs
is a Disputed Claim, and shall be Allowed as a Class 7 Claim in the
amount determined by the Bankruptcy Court.
The Plan will be funded by the liquidation of all of the Debtor's
Assets (other than the Retained Assets).
The Liquidating Agent shall pay Holders of Allowed Claims all
payments due under the Plan; except for Classes 1, 2, and 5, which
shall be paid by the Debtor. Holder of Class 4 Claims shall receive
the net proceeds of the liquidation of the assets covered by their
liens. Holders of Unsecured Claims in Class 7 shall receive a Pro
Rata distribution from the Liquidating Agent based upon their
Allowed Claims. In the event that a Claim in Class 7 is Disallowed
pursuant to a Final Order, the Holder of such Claim shall
immediately forfeit any right to a distribution on account of that
Claim.
Counsel for the Debtor:
Michael Leo Hall
Marc P. Solomon
Anna W. Akers
BURR & FORMAN LLP
420 North 20th Street, Suite 3400
Birmingham, Alabama 35203
Tel: (205) 251-3000
Fax: (205) 458-5100
A copy of the Disclosure Statement dated September 15, 2021, is
available at https://bit.ly/3AjcsB5 from PacerMonitor.com.
About Blue Eagle Farming
Blue Eagle Farming and H J Farming are engaged in the business of
cattle ranching and farming. Blue Smash Investments operates in
the financial investment industry; War-Horse Properties manages
companies and enterprises; Eagle Ray Investments and Forse
Investments are lessors of real estate while Armor Light, LLC, is
engaged in the business of residential building construction.
Blue Eagle Farming, LLC, and its affiliate H J Farming, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018.
On June 9, 2018, five Blue Eagle affiliates filed Chapter 11
petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC,
Forse Investments LLC, Armor Light LLC, and War-Horse Properties,
LLLP (Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711). The cases
are jointly administered under Case No. 18-02395.
In the petitions signed by Robert Bradford Johnson, general partner
of Blue Eagle Farming, LLC's sole owner, Blue Eagle estimated $1
million to $10 million in assets and $100 million to $500 million
in liabilities as of the bankruptcy filing.
Judge Tamara O. Mitchell presides over the cases.
Burr & Forman LLP is the Debtors' legal counsel.
BOY SCOUTS: Tort Committee Rejects Fifth Amended Plan
-----------------------------------------------------
On September 15, 2021, the Official Tort Claimants' Committee (TCC)
in the chapter 11 bankruptcy of the Boy Scouts of America (BSA)
announced that it does not support the BSA's Fifth Amended Plan of
Reorganization, filed on Sept. 15. The TCC, represented by
Pachulski Stang Ziehl & Jones LLP (PSZJ), views the Plan as grossly
unfair to the 82,500 survivors who were sexually abused as
children. The TCC was appointed by the Office of the United States
Trustee as the official representative for all survivors of
childhood sexual abuse and it will not sell out survivors for a
quick pay that does not deliver the justice they deserve.
The TCC calls attention to at least three major flaws contained in
the BSA's Plan. First, the Plan includes settlements with local
councils that leave them with billions of dollars of cash and
property in excess of their current need to fulfill the mission of
Scouting, especially in light of the significant declines in
Scouting membership that the Boy Scouts' Plan does not project to
improve in any meaningful way. Second, chartered organizations are
not paying for the broad releases of sexual abuse claims. Instead,
the TCC maintains that chartered organizations are being handed a
"get-out-of-jail-free card" in exchange for a transfer of their
interest in the insurance policies that were purchased by the BSA.
Third, the BSA and local councils paid substantial sums to the
insurance carriers in annual premiums for decades to cover the
sexual abuse claims. The TCC takes issue with the free ride given
to insurers by having them pay for only a small fraction of the
coverage they are contractually obligated to provide.
The TCC originally supported a settlement with the local councils
in the amount of $600 million because the BSA and the "Coalition of
Abused Scouts for Justice" confirmed that the primary value for
survivors would be recovered through the billions in available
insurance coverage. However, over the past two months, the BSA and
the Coalition have changed their course and are now seeking a quick
exit from the bankruptcy case by entering into settlements with the
insurance carriers that fail to capture the billions in value they
promised would pay the sexual abuse claims of survivors.
"The Tort Claimants' Committee investigated the assets and
liabilities of all 251 local councils. That analysis shows the
local councils have the ability to fairly compensate survivors
without jeopardizing the Scouting mission," said John Humphrey,
Chairman of the TCC. "As Chairman of the TCC, I cannot in good
conscience support the release of 251 local councils who were on
the front lines of decades of childhood sexual abuse. Local
councils should not be allowed to keep billions of dollars of cash,
investments, and real estate that is far in excess of what they
need for Scouting while leaving survivors woefully
undercompensated."
"The Boy Scouts are handing out releases like Halloween candy
because the chartered organizations are threatening to revoke their
future financial support of the Boy Scouts and local councils,"
said PSZJ's James Stang, counsel to the TCC. "As a result, the
chartered organizations are not paying a penny for the childhood
sexual abuse that occurred under their roof. Instead of holding the
chartered organizations accountable, survivors are being forced to
release the chartered organizations in exchange for nothing more
than an assignment of insurance policies that were provided by and
paid for by the BSA."
"As each month passes in this bankruptcy case, the Boy Scouts' Plan
becomes less about the survivors and more about how the Boy Scouts
will exit bankruptcy at the expense of survivors," added Doug
Kennedy, Vice Chair of the TCC. "It will be up to the Tort
Claimants' Committee to continue advancing the interests of
survivors because the Boy Scouts, local councils, chartered
organizations, and their insurers are unwilling to do the work
necessary to reach a resolution that is fair to survivors."
The Plan includes a $250 million settlement with The Church of
Jesus Christ Latter Day Saints, which had direct involvement in
every aspect of the Scouting program. If approved, the proposed
settlement yields an average $3,000 payment for each claim, an
amount far below its responsibility.
Likewise, Hartford Insurance Company is not paying amounts
commensurate with its coverage risk. Hartford increased its
inadequate offer of $650 million to an equally subpar offer of $787
million. Hartford's new offer yields an average of less than $7,500
per survivor.
"In a case where half of the abuse includes multiple instances of
penetration and masturbation of children, payments in the range of
$10,000 - $12,000 do not begin to justly compensate survivors,"
said Mr. Stang. "The Tort Claimants' Committee will oppose the Boy
Scouts' Plan and any settlements that fail to compensate survivors
fairly."
More information on the restructuring can be found at
https://www.pszjlaw.com/creditor-125.html.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BRAZIL MINERALS: Board OKs Resolution Regarding Option Compensation
-------------------------------------------------------------------
The board of directors of Brazil Minerals, Inc. approved
resolutions that allow directors the choice to direct the option
compensation described in the board resolutions dated Dec. 31,
2020, to either options to purchase common stock as originally
described in the 2020 resolutions or to an equivalent number of
options to purchase Series D convertible preferred stock.
Debt Cancellation
The board of directors of Brazil Minerals approved the satisfaction
and cancellation of the convertible debt owed to Marc Fogassa, the
chief executive of the company, in exchange for the issuance to Mr.
Fogassa of shares of Series D convertible preferred stock of the
company. No market for trading such Series D convertible preferred
stock is expected to develop. These securities were issued in a
transaction exempt from registration pursuant to an exemption
provided by Section 4(a)(2) under the Securities Act of 1933, as
amended.
On Sept. 14, 2021, the board, acting within its powers as granted
since 2012 by the Articles of Incorporation of the company,
approved the preparation and subsequent filing on Sept. 16, 2021,
with the Secretary of State of the State of Nevada, of a
certificate designating a new class of preferred stock called
Series D convertible preferred stock which has no voting rights,
except on matters, the approval of which would have an adverse
effect on such class.
About Brazil Minerals
Brazil Minerals, Inc., together with its subsidiaries, is a mineral
exploration company currently primarily focused on the development
of its two 100%-owned hard-rock lithium projects. Its initial goal
is to be able to enter commercial production of spodumene
concentrate, a lithium bearing commodity. Visit
http://www.brazil-minerals.comfor more information.
Brazil Minerals reported a net loss of $1.55 million for the year
ended Dec. 31, 2020, a net loss of $2.08 million for the year ended
Dec. 31, 2019, and a net loss of $1.85 million for the year ended
Dec. 31, 2018. As of June 30, 2021, the Company had $1.77 million
in total assets, $1.89 million in total liabilities, and a total
stockholders' deficit of $119,656.
Lakewood, Colorado-based BF Borgers CPA PC, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated March 31, 2021, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
BRICK HOUSE: Wins Cash Collateral Access Thru Nov 30
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah, Central
Division, has authorized Brick House Properties, LLC to use cash
collateral on a final basis through November 30, 2021, and provide
adequate protection payments.
The Debtor requires funds to continue to manage and preserve the
Property for the benefit its creditors and in order to continue to
operate as a going concern.
The Debtor's business consists primarily of holding and managing
two separate parcels of real property, located at 1624 and 1646
West 13200 South, Riverton, Utah 84065.
The Property is encumbered by a lien held by Zions Bank. Between
the time of the filing of the Motion and the date of the Order, an
entity called "RIVCAP Holdings, LLC" asserts that it purchased
Zions Bank's claim. The Debtor is investigating the purchase and
reserves all rights, including to challenge the amount, security,
and propriety of the claim, including whether it should be
disallowed, rescinded, or equitably subordinated. Notwithstanding
the Debtor's reservation, nothing in the Order alters adversely
affects the rights of the holder of the Claim.
Zions Bank also claimed priority secured liens on all rents,
income, and profits generated by the Property.
Zions Bank will receive a replacement lien pursuant to Bankruptcy
Code section 552 in post-petition rents and income generated by the
Property.
A copy of the order is available at https://bit.ly/3tUCvMn from
PacerMonitor.com.
About Brick House Properties, LLC
Brick House Properties, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Utah Case No. 20-26250) on Oct. 21, 2020, estimating
under $1 million in both assets and liabilities.
Brick House Properties owns two parcels of real property in
Riverton, Utah. It leases portions of the property to four related
persons and entities: (i) Our Journey School LLC (the
"Pre-Elementary School"); (ii) Our Journey, Inc. (the "Elementary
School"); (iii) Hidden Valais Ranch LLC (the "Farm"); and (iv)
Emily and Josh Aune.
Emily Aune is the sole member of the Debtor, and is also the sole
member and owner of the Farm. She is a 90% owner in the
Pre-Elementary School. The Elementary School is a 501(3)(c)
non-profit and is managed by a board which Emily and Josh are
members of.
Judge Kevin Anderson oversees the case.
The Debtor is represented by Cohne Kinghorn, P.C. as counsel.
BROWNIE'S MARINE: Unit Collaborates With YouTube Influencers
------------------------------------------------------------
Brownie's Marine Group, Inc. announced their Nomad and Spare Air
partnership with YouTube influencers, Joe Oceanside (29.7K
subscribers) and Michael Oliver (224K subscribers).
"So far, we've sent out Spare Air systems and Nomad units to two of
our longest-standing influencers. As manufacturing continues to
move forward on the Nomad, we have plans to increase our
micro/macro influencer portfolio, and are looking to leverage more
connections in the sailing, powerboating, diving and snorkeling
communities that will further generate sales and exposure. Not
only are these partnerships promoting brand awareness for Spare Air
and BLU3, but they associate the brands as a package deal," said
Blake Carmichael, CEO of BLU3, Inc.
Blake added, "Both Michael and Joe have expressed their excitement
from using both products for the first time. We are looking
forward to the next videos coming out soon from other influencers
who already have received their Nomad, Spare Air, and Bright
Weights packages. With the Nomad now in production and rated at 30
feet, we want to ingrain the importance of having access to a Spare
Air in case it's needed."
Joe Oceanside and Michael Oliver created two videos that delivered
the Company's brand messaging about Spare Air and Nomad, speaking
about the features, safety components and how they're used. To
date, both videos have generated in excess of 20,000 views and over
1,500 likes on their YouTube channels.
Here are the YouTube video URLs:
www.youtube.com/watch?v=G6wvL96UtI8&t=145s
www.youtube.com/watch?v=t8XT0zU1RuA&t=12s
About Brownie's Marine
Headquartered in Pompano Beach, Florida, Brownie's Marine Group,
Inc., is the parent company to a family of innovative brands with a
unique concentration in the industrial, and recreational diving
industry. The Company, together with its subsidiaries, designs,
tests, manufactures, and distributes recreational hookah diving,
yacht-based scuba air compressors and nitrox generation systems,
and scuba and water safety products in the United States and
internationally. The Company has three subsidiaries: Trebor
Industries, Inc., founded in 1981, dba as "Brownie's Third Lung";
BLU3, Inc.; and Brownie's High-Pressure Services, Inc., dba LW
Americas. The Company is headquartered in Pompano Beach, Florida.
Brownie's Marine reported a net loss of $1.35 million for the year
ended Dec. 31, 2020, compared to a net loss of $1.42 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$2.51 million in total assets, $1.50 million in total liabilities,
and $1 million in total stockholders' equity.
Boynton Beach, Florida-based Liggett & Webb, P.A., the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated March 31, 2021, citing that the Company has
experienced net losses and has an accumulated deficit. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
CARLSON TRAVEL: Fitch Affirms 'C' IDR on Restructuring Announcement
-------------------------------------------------------------------
Fitch Ratings has affirmed Carlson Travel, Inc's (CWT) Issuer
Default Rating (IDR) at 'C'. Fitch has also affirmed CWT's senior
secured revolver and 10.5% New Money senior secured notes at
'CCC'/'RR1'. Fitch lowered the recovery rating for CWT's EUR and
USD senior secured notes due 2025 to 'RR5' from 'RR4', with the
instrument rating affirmed at 'C'. Lastly, Fitch has affirmed CWT's
third-lien notes due 2026 and senior unsecured stub notes due 2027
at 'C'/'RR6'.
The recovery rating downgrade of the USD and EUR notes due 2025
reflects the consent solicitation for an incremental $80 million
issuance out of the 10.5% New Money indenture to bridge the
company's liquidity until the restructuring is completed per
today's Restructuring Support Agreement (RSA) announcement. CWT
previously issued $40 million and $35 million out of the same
indenture this summer to bridge liquidity as negotiations continued
following the entrance in a forbearance agreement after an interest
payment was skipped in June 2021.
KEY RATING DRIVERS
Restructuring Support Agreement: The announced RSA will cut CWT's
debt balance by roughly 60% through a recapitalization, and provide
additional liquidity in the form of $350 million in equity, and a
new, undrawn revolver. The RSA has over 90% of creditors (on a
combined basis) signed on, and should be completed before YE 2021.
Upon completion of the restructuring, which Fitch considers a
distressed debt exchange (DDE) per its criteria, the IDR will be
downgraded to Restricted Default (RD). The IDR will subsequently be
re-rated to reflect the post-DDE credit profile, which will have
significantly less balance sheet leverage.
Business Travel Industry: Fitch anticipates business travel to
rebound at a slower pace relative to leisure travel. However,
despite increased telework options and reduced business travel in
the short term, Fitch expects an eventual return in the majority of
corporate travel demand. The agency assumes somewhat normalized
volumes in the medium term, but with some cannibalization and
reduced T&E budgets as a result of successful virtual/remote
meetings during the initial stages of the pandemic.
Traditionally, the business travel industry has a moderate degree
of cyclicality, due to demand volatility stemming from economic
cycles or external shocks. The business travel industry is
fragmented, with many companies still retaining operations
in-house, though CWT is one of the largest competitors along with
American Express Global Business Travel.
Solid Diversification: CWT is well-diversified from a geographic,
customer and contract type perspective, helping to moderate an
impact from cyclical travel pressures. A majority of revenue is
generated in the Americas and EMEA, with a growing presence in
Asia. No single customer comprises a meaningful portion of total
revenue, and CWT's business clients are also diversified across
industries. The company structures its contracts as either
transaction fee-based (roughly two-thirds of revenue) or management
fee-based, with the latter somewhat supporting cash flows in the
event of travel volume declines. Positively, CWT has exposure to
government and military travel, which is recovering at a faster
pace than corporate travel.
Agile Operating Model: A majority of CWT's operating costs are
staff related, which it monitors regularly and can adjust quickly
to changes in travel volumes. This has helped reduce the intense
pandemic-related cash burn. As an example, in 2009, CWT cut roughly
17% of its workforce, while revenue and EBITDA declined by slightly
less (on constant currency basis). This resulted in low
flow-through to EBITDA and only modest pressure on margins.
Flow-through during the pandemic has been in the 40%-50% range,
slightly higher than some of its asset light travel peers. A number
of other operating costs are variable, including fees to credit
card companies, online travel agencies and suppliers. Certain capex
spending related to software development can also be delayed during
periods of stress.
DERIVATION SUMMARY
CWT is a global operator in business travel management services
with historically moderate leverage. Its closest peer is Amex GBT
(NPR), which operates in the same travel vertical. The closest
Fitch-rated public peer is Expedia Inc. (BBB-/Negative), which
provides business-to-consumer travel services primarily to
individuals and is more exposed to leisure travel.
Fitch expects leisure travel to see a stronger recovery through
2024 relative to corporate travel. Expedia has significantly larger
scale, which had excess of $100 billion gross travel bookings and
$1 billion in annual FCF during 2019, while it also has a
long-established track record of adhering to a below 2.0x gross
debt/EBITDA target.
Travelport and Sabre GLBL are also peers that operate in the global
distribution system (GDS) business. Long term, Fitch believes the
disintermediation risk of GDS companies from the travel funnel is
greater than business travel management companies, with the latter
offering high value-add services to corporate clients.
KEY ASSUMPTIONS
-- The restructuring is completed by YE2021 and the $80 million
in incremental New Money note issuance helps bridge liquidity
until the transaction is completed;
-- Traffic volumes remain significantly depressed during 2021 and
gradually recover beginning in 2022;
-- Adjusted EBITDA remains negative in fiscal 2021. Given the
structural savings in CWT's cost base, Fitch forecasts EBITDA
margins reaching mid-teens once travel demand begins to
normalize (compared to approximately 15% historically). Annual
restructuring charges related to labor cuts, which are added
back to EBITDA, begin to decline in 2022;
-- Meaningful reduction in capex as certain software development
programs are delayed. Fitch assumes no cash flow benefit from
governmental payroll assistance programs given the uncertainty
around the sustainability of such programs.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that CWT would be reorganized as a
going-concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim, and has assumed the $150
million revolver to be fully drawn at the time of recovery.
Fitch estimates going-concern EBITDA in a scenario in which default
may be caused by deep cyclical pressures, resulting in prolonged
cash burn. Under this scenario, Fitch estimates a going-concern
EBITDA of roughly $130 million, which is lower than the agency's
forecasted 2022 EBITDA and about 10% lower than the previous
going-concern EBITDA to reflect persistent weakness in business
travel. This decline in EBITDA from the December 2019 peak is worse
than CWT's performance during the last recession, reflecting the
prolonged operating weakness in corporate travel and potential for
some degree of cannibalized travel volumes due to proliferation of
remote/virtual meetings.
Fitch assumes a going-concern recovery multiple of 6.0x for CWT.
This is slightly above Travelport's 5.0x recovery multiple assumed
by Fitch, as the agency believes that the long-term
disintermediation risk is lower for travel management companies
compared with GDS companies. There are limited public transaction
multiples in the travel services industry; however, CWT's recovery
multiple is lower than acquisition multiples for Travelport in 2018
(11.0x) and Orbitz Worldwide in 2015 (10.3x).
In terms of priority ranking for the collateral, the revolver and
new money notes rank super senior, although the new money notes
rank second relative to the revolver. The new secured EUR FRN and
USD notes rank next in line behind the revolver and new money
notes. Lastly, the new third-lien notes rank behind all of the
above debt. The stub portions of the prior capital structure are
all now expressly subordinated relative to the new capital
structure and have been stripped of their collateral and
guarantees.
RATING SENSITIVITIES
Per Fitch's criteria, CWT's IDR will be downgraded to Restricted
Default (RD) upon the completion of the restructuring. The IDR will
subsequently be re-rated to reflect the post-DDE credit profile.
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
The incremental $80 million New Money note issuance will help
bridge liquidity through the time period until the restructuring is
complete. The revolver matures in 2024 and the nearest maturity
after that is not until 2025.
ISSUER PROFILE
Carlson Travel, Inc. is a travel management company, competing with
peer American Express Global Business Travel. Through its online
and offline offerings, CWT offers management, reservations and
booking services to a large number of corporate and government
clients.
CB REAL ESTATE: October 20 Disclosure Statement Hearing Set
-----------------------------------------------------------
Judge Mildred Caban Flores has entered an order within which Oct.
20, 2021 at 9:00 a.m. via Microsoft Teams is the hearing on
approval of disclosure statement of CB Real Estate, LLC.
In addition, objections Objections to the form and content of the
disclosure statement should be in writing and filed with the court
and served upon parties in interest at their address of record not
less than 14 days prior to the hearing.
A copy of the order dated September 16, 2021, is available at
https://bit.ly/3zoEVnN from PacerMonitor.com at no charge.
About CB Real Estate
San Juan, P.R.-based CB Real Estate, LLC is a fee simple owner of
two commercial buildings located in Puerto Rico and a residential
property in New York, valued at $8.9 million in the aggregate.
CB Real Estate sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 21-01849) on June 16, 2021, listing
total assets of $10,147,500 and total liabilities of $3,407,130.
Horacio Campolieto Bielicki, president of CB Real Estate, signed
the petition.
Judge Mildred Caban Flores oversees the case.
The Debtor tapped Charles A. Cuprill, PSC Law Offices as bankruptcy
counsel and Correa Acevedo & Abesada Law Offices, P.S.C. as special
counsel. Luis R. Carrasquillo & Co. P.S.C. and Vicente Garcia CPA
& Co., P.S.C. serve as the Debtor's financial consultant and
accountant, respectively.
CB REAL ESTATE: Unsecureds to Get 100% With Interest in 83 Months
-----------------------------------------------------------------
CB Real Estate, LLC, submitted a Plan and a Disclosure Statement.
The Debtor has three real properties; two of which are of a
commercial nature at Bayamón and Carolina, Puerto Rico,
respectively and one residential property, at New York, New York,
which is not currently under any lease contract. The Debtor's sole
shareholder is Mr. Horacio Campolieto.
Under the Plan, Class 2 Holders of Allowed General Unsecured Claims
totaling $2,363,602. Holders of Allowed General Unsecured Claims
will be paid in full satisfaction of their claims 100% thereof
through 84 equal consecutive monthly installments, with interest at
3.25% per annum, commencing on the 30th day of the month following
the Effective Date and continuing on the 30th day of the following
83 months. Holders of Allowed General Unsecured Claims that
voluntarily elect to reduce their claims to 50% thereof, shall
receive payment of this reduced amount in full satisfaction of
their claims on the Effective Date. Class 2 is impaired.
Except as otherwise provided in the Plan, Debtor will effect
payment of Administrative Expense Claims, Allowed Secured and
General Unsecured Claims from the cash flows generated from its
leasing operations and the cash accumulated during the pendency of
the Chapter 11 case.
Attorney for the Debtor:
CHARLES A. CUPRILL
P.S.C. LAW OFFICES
356 Fortaleza Street
Second Floor
San Juan, PR 00901
Tel.: 787-977-0515
Fax: 787-977-0518
E-mail: ccuprill@cuprill.com
A copy of the Disclosure Statement dated September 15, 2021, is
available at https://bit.ly/3EpPpa6 from PacerMonitor.com.
About CB Real Estate
San Juan, P.R.-based CB Real Estate, LLC, is a fee simple owner of
two commercial buildings located in Puerto Rico and a residential
property in New York, valued at $8.9 million in the aggregate.
CB Real Estate sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 21-01849) on June 16, 2021, listing
total assets of $10,147,500 and total liabilities of $3,407,130.
Horacio Campolieto Bielicki, president of CB Real Estate, signed
the petition.
Judge Mildred Caban Flores oversees the case.
The Debtor tapped Charles A. Cuprill, PSC Law Offices as bankruptcy
counsel and Correa Acevedo & Abesada Law Offices, P.S.C. as special
counsel. Luis R. Carrasquillo & Co. P.S.C. and Vicente Garcia CPA
& Co., P.S.C. serve as the Debtor's financial consultant and
accountant, respectively.
CHEMOURS CO: S&P Upgrades ICR to 'BB-' on Debt Reduction
--------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on The Chemours
Co. to 'BB-' from 'B+' and its issue-level rating on its senior
secured term loan to 'BB+' from 'BB'. S&P's '1' (95% point
estimate) recovery rating on the term loan remains unchanged.
S&P said, "At the same time, we raised our issue-level rating on
the company's unsecured notes to 'BB-' from 'B' and revised our
recovery rating to '4' from '5'. The '4' recovery rating indicates
our expectation for average (30%-50%; rounded estimate: 35%)
recovery prospects in the event of a payment default. The stable
outlook reflects our view that Chemours will continue to improve
its credit metrics, which we expect will remain appropriate for the
rating over the next one to two years."
The upgrade reflects Chemours' stronger-than-expected operating
results in the first-half 2021 as it continued to increase its
margins and EBITDA on positive pricing actions and the strong
economic rebound in its end markets. S&P said, "The recovery in the
company's earnings, combined with the reduction in its outstanding
unsecured notes in August 2021, will boost its cash flow and
leverage metrics to levels that exceed our previous assumptions.
Specifically, we now anticipate that Chemours' funds from
operations (FFO) to total debt will be more than 20% over the next
two years on a weighted-average basis. Although not incorporated in
our base-case forecast, the company announced a debt reduction
program under which it intends to pay down about $500 million of
debt over the next three years." In July, management also announced
the sale of its Mining Solutions business for proceeds of
approximately $520 million, which it expects to close in the fourth
quarter of 2021.
S&P said, "We expect that Chemours will increase the combined
earnings from its three major businesses (titanium dioxide [TiO2],
thermal and specialized solutions [TSS], and advanced performance
materials [APM]) by the mid- to high-single digit percent range in
2021. One of the key assumptions underlying this expectation is
that the level of economic activity in the U.S., Europe, and China
will continue to strengthen in the second half of 2021.
Furthermore, we believe Chemours will continue to regain the market
share it lost in the TiO2 market in 2019 when it attempted to shift
to longer-term contract agreements. We believe these market share
gains, in addition to other factors, will boost the company's 2021
EBITDA and credit metrics to levels exceeding those it achieved in
2019. However, we still view Chemours' leverage metrics as
relatively weaker than those of its similarly rated peers, such as
Element Solutions Inc."
The upgrade does not factor in potential increases in environmental
liabilities beyond those already provided for by the company.
Chemours has signed an agreement with Dupont and Corteva to split
any additional liabilities with respect to all legacy
polyfluoroalkyl substances (PFAS) litigation and environmental
remediation. The agreement provides a framework under which
Chemours is responsible for 50% of liabilities from the start of
the agreement and all legacy (pre-July 2015) PFAS liabilities for
20 years or $4 billion, whichever is sooner. The company plans to
place $500 million in an escrow account over the next eight years
to cover any associated settlements. S&P said, "We believe the
escrow account will be more than sufficient to cover any potential
settlements and do not anticipate any increase in these liabilities
over the next 12 months. We believe the sharing agreement with
Dupont and Corteva benefits Chemours and therefore we view it as
credit positive, relative to our previous expectations."
S&P said, "Our assessment of the company's business risk profile
incorporates our view of its strengths, including its competitive
advantages and the market-leading positions (despite recent market
share losses) of its key products in the TiO2, TSS, APM, and
chemical solutions businesses. In particular, Chemours' large
scale, low-cost position and technological strengths relative to
other TiO2 players contribute to its market leadership position.
The large scale of the company's plants and its technological
capabilities enable it to use a variety of inputs that contribute
to its low-cost position. For example, Chemours produces TiO2 using
the chloride process, which generally creates a superior,
higher-value product than the alternate sulfate process.
"Our assessment of the company's business risk profile also
incorporates its key risks. Chief among these is the potential for
volatility in its EBITDA stemming from its exposure to a
competitive commodity product and the absence of substantial
diversity in its earnings sources. In addition, the demand for its
products is linked to GDP growth and is susceptible to declines
during economic downturns. We believe Chemours' earnings and
margins from its businesses other than TiO2 are good but not
significant enough to fully offset this volatility, even after
factoring in the recent improvement in its results. Still, we
believe that the company's strengths position it at the high end of
the range relative to other companies that we assess as having fair
business risk profiles.
"The stable outlook on Chemours reflects our expectation for stable
earnings and credit metrics over the next year. Specifically, we
project that the company's weighted average FFO to debt will be
over 20%. Our base-case scenario also assumes it will expand its
EBITDA and margins beyond pre-pandemic levels. We base these
assumptions on our belief that the level of demand in its key end
markets in the U.S., Europe, and China will remain robust. Our base
case also assumes that management successfully wins back a material
portion of the market share it lost in 2019. In addition, we factor
in Chemours' known environmental and contingent liabilities and do
not--at this point--assume any sizable increase in these
liabilities beyond those provided. We also do not assume any
acquisitions, debt-funded shareholder rewards, or the sale of any
significant businesses in our base case.
"We could lower our ratings on Chemours over the next year if we
expect its weighted-average FFO to debt to drop below 15% without a
near-term remedy. This could occur if its earnings decline
significantly in 2022 due to raw material shortages or continued
supply chain issues that cause its margins to fall by over 200
basis points (bps). While TiO2 pricing and demand slowly increased
during the last few months of 2020, the company's metrics could
weaken if it faces rising pricing pressure due to falling demand in
its end markets. We could also lower our rating if it becomes
apparent that Chemours' current provisions and accruals for
contingent liabilities are insufficient and it will likely need to
increase them substantially.
"We will consider raising our ratings on Chemours over the next
year if it continues to deliver on its expected earnings in line
with our projections and follows through on its announced debt
reduction program. Under this scenario, we expect the company's FFO
to total debt to approach 30%. However, we would also consider the
volatility of its earnings from the TiO2 business and assess the
sustainability of any improvements before undertaking a positive
rating action."
CHIEF INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Chief Investments, LLC
2014 University Avenue
Oxford, MS 38655-3512
Chapter 11 Petition Date: September 20, 2021
Court: United States Bankruptcy Court
Northern District of Mississippi
Case No.: 21-11765
Debtor's Counsel: Craig M. Geno, Esq.
LAW OFFICES OF CRAIG M. GENO, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: 601-427-0048
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joy Kyser Kizziah, managing member.
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/TOSW2OQ/Chief_Investments_LLC__msnbke-21-11765__0001.0.pdf?mcid=tGE4TAMA
CHS/COMMUNITY HEALTH: Fitch Raises LT IDR to 'B-', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Ratings
(IDR) of Community Health Systems, Inc. (CHS) and subsidiary
CHS/Community Health Systems, Inc. to 'B-'. The ratings apply to
approximately $12.2 billion of debt at June 30, 2021. The upgrade
reflects CHS's improved financial flexibility with declining
leverage and expanding profitability and cash generation. The
Rating Outlook is Stable.
KEY RATING DRIVERS
Improving Financial Flexibility: CHS's operating margins lagged
peers for several years following the acquisition of rival hospital
operator Health Management Associates, LLC (HMA) in late 2014, but
the company has recently improved profitability. This was
accomplished through a portfolio pruning and repositioning program
that concluded in 2020, and an ongoing cost rationalization program
focused on the remaining 84 hospitals and associated care delivery
assets. Although near-term inflationary pressure on labor and
supplies could put upward pressure on operating expenses, Fitch
expects most of the recent improvements to be durable and forecasts
a 13%-14% operating EBITDA margin.
Balance Sheet De-Risked: CHS encountered the pandemic with a highly
leveraged balance sheet despite the company's efforts to reduce
debt since the HMA acquisition by repaying more than $3 billion of
debt using the proceeds of the divestiture program and completing
two transactions that Fitch determined were distressed debt
exchanges in June 2018 and December 2019.
The business disruption effects of the pandemic put further upward
pressure on leverage, but CHS took advantage of favorable capital
market conditions to continue progress in de-risking the balance
sheet. The company extended the debt maturity schedule and lowered
cash interest expense through debt tenders and refinancing
transactions completed in 2020-2021.
Coronavirus Business Disruption Manageable: CHS's hospitals
experienced a surge in COVID-19 patients during Q321 due to the
emergence of the Delta variant. Fitch believes COVID-19 cases are a
headwind to profitability for healthcare providers because of
staffing requirements and some disruption to elective patient
cases, but thinks that CHS has sufficient headroom in the 'B-'
rating to continue to absorb the effect of the pandemic on
operations. This is predicated on an assumption that the potential
for further government-mandated shutdowns and business disruption
related to spiking COVID-19 patient volumes will not significantly
disrupt the recovery in elective patient volumes that began in
mid-2020.
Cash Generation Enables Sufficient Investment: Healthcare providers
are increasingly focused on building good depth of care delivery
assets in geographic markets in order to boost share of patients,
which in turn enhances pricing power in negotiations with
commercial health insurers. CHS's improved profitability and lower
cash interest expense will result in cash from operations (CFO)
sufficient for CHS to spend 3%-4% of revenue on capex, which is a
level that Fitch believes is appropriate to address maintenance
needs while continuing to build networks of care delivery assets in
CHS's remaining hospital markets.
Benign Regulatory Environment: A 2021 U.S. Supreme Court decision
that left the Affordable Care Act (ACA) intact is a credit positive
for healthcare providers, including CHS. Under the Trump
administration, the ACA was a target of legal challenges, but the
Biden administration has demonstrated via executive orders that it
intends to protect and strengthen the ACA and Medicaid programs.
Fitch believes the ACA has had a slightly positive effect on the
financial profile of healthcare issuers. Census data from 2019
reported that 8.5% of Americans are without health insurance, down
about 500bp from before the ACA's insurance expansion took effect,
but up for the first time since 2008. Uninsured patients are a
headwind to profitability since they contribute to the cost of
uncompensated care for healthcare providers.
DERIVATION SUMMARY
CHS's 'B-' IDR reflects the company's recently improved although
still limited financial flexibility with high gross debt leverage
relative to peers and positive but slim cash generation. High
leverage reflects a legacy operating profile focused on rural and
small suburban hospital markets that were facing secular headwinds
to organic growth. A pivot toward faster growing and more
profitable markets is boosting profitability closer to higher rated
industry peers HCA Healthcare Inc. (HCA; BB+/Stable), Tenet
Healthcare Corp. (THC; B/Positive) and Universal Health Services
Inc. (UHS; BB+/Stable).
KEY ASSUMPTIONS
-- Revenue growth of 4%-5% annually (2% patient volume growth and
2-3% pricing growth);
-- Operating EBITDA Margin of about 14%;
-- Capex equals 3%-4% of annual revenues;
-- FCF is negative in 2021 and 2022 as CARES Act Advanced
Medicare Payments and deferred payroll taxes unwind;
thereafter FCF margin of about 2%;
-- No change to gross debt or equity issuances/repurchases;
-- Leverage (total debt/EBITDA) of 7.4 at the end of 2021 and
gradually declining through the forecast period due to EBITDA
growth.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- CHS maintains leverage (total debt/EBITDA after associate and
minority dividends) at 7.0x or below;
-- CHS sustains CFO after cap ex to total debt sustained at or
above 2.5%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- CHS maintains leverage (total debt/EBITDA after associate and
minority dividends) at 8.0x or above;
-- CFO after capex to total debt is flat to negative.
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 during Pandemic: CHS has maintained a
comfortable liquidity cushion during the pandemic related business
disruption. Sources of liquidity include $1.2 billion of cash on
hand at June 30, 2021 and $767 million of availability under the $1
billion asset-based lending (ABL) facility, with about $150 million
of letters of credit outstanding.
ABL availability is subject to a borrowing base calculation. The
company's debt agreements do not include financial maintenance
covenants. Following recent refinancing transactions, the debt
maturity schedule is improved. The ABL facility is the next
significant maturity in 2023, followed by $1.5 billion of senior
secured notes in 2025.
Liquidity has been supported by funding received through the CARES
Act. CHS received $712 million in grant funding and about $1.2
billion in accelerated Medicare payments from April 2020 through
June 2021. Other sources of fiscal support included the deferral of
about $146 million of payroll tax payments. CHS began repaying the
Medicare advances in April 2021 and as of June 30, 2021, had repaid
approximately $116 million. Fitch does not expect the unwinding of
these government funded liquidity bolsters to strain CHS's
financial profile in 2021-2022.
Debt Issue Notching: Fitch's recovery assumptions result in a
recovery rate for CHS's first-lien, senior secured debt, which
includes the ABL and $8.2 billion senior secured notes, within the
'RR1' range to generate a three-notch uplift to the debt issue
ratings from the IDR, to 'BB-'/'RR1'. The $3.2 billion senior
secured junior priority notes are notched down by two to reflect
estimated recoveries in the 'RR6' range, to 'CCC'/'RR6', and the
$767 million senior unsecured notes are notched down by three, to
'CCC-'/'RR6' to reflect estimated recoveries in the 'RR6' range and
structural subordination of these notes relative to the prior
ranking junior priority secured notes. Fitch assumes that CHS would
draw $700 million on the ABL prior to a bankruptcy scenario and
includes that amount in the claims waterfall.
Fitch estimates an enterprise value (EV) on a going concern basis
of $8.8 billion for CHS, after a deduction of 10% for
administrative claims. The EV assumption is based on
post-reorganization EBITDA after payments to noncontrolling
interests of $1.4 billion and a 7.0x multiple. Fitch's post
reorganization EBITDA estimate assumes ongoing deterioration in the
business is offset by corrective measures taken to arrest the
decline in EBITDA after the reorganization.
The GC EBITDA estimate is about 20% lower than Fitch's 2021
forecasted EBITDA and considers the attributes of the acute care
hospital sector including a high proportion of revenue (30%-40%)
generated by government payors, exposing hospital companies to
unforeseen regulatory changes; the legal obligation of hospital
providers to treat uninsured patients, resulting in a high
financial burden for uncompensated care, and the highly regulated
nature of the hospital industry.
The 7.0x multiple employed for CHS reflects a history of
acquisition multiples for large acute care hospital companies with
similar business profiles as CHS in the range of 7.0x-10.0x since
2006 and the average public trading multiple (EV/EBITDA) of CHS's
peer group (HCA, UHS and THC), which has fluctuated between
approximately 6.5x and 9.5x since 2011.
ISSUER PROFILE
CHS is the third largest for-profit operator of acute care
hospitals in the U.S. measured by revenue. The company operates 82
general acute care hospitals and two stand-alone rehabilitation or
psychiatric hospitals. CHS's hospitals offer a variety of services
involving a broad range of inpatient and outpatient medical and
surgical services. These include general acute care, emergency
room, general and specialty surgery, critical care, internal
medicine, obstetrics, diagnostic services, psychiatric and
rehabilitation services.
ESG CONSIDERATIONS
CHS has an ESG Relevance Score of 4 for Exposure to Social Impacts
due to societal and regulatory pressures to constrain growth in
healthcare spending in the U.S. This dynamic has a negative impact
on the credit profile, and is relevant to the rating in conjunction
with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
CLEANSPARK INC: Stockholders Approve All 7 Proposals at Meeting
---------------------------------------------------------------
CleanSpark, Inc. held its Annual Meeting in a virtual format, at
which the stockholders:
(1) elected Zachary Bradford, Matthew Schultz, Larry McNeill,
Dr. Thomas Wood, and Roger Beynon as directors to hold office until
the next annual meeting of stockholders of the Company or until
their successors are duly elected and qualified, subject to prior
death, resignation, or removal;
(2) authorized and approved that the Company's current Articles
of Incorporation, as amended to date, be amended, restated, and
replaced in their entirety by the Amended and Restated Articles,
which includes, among other things, an amendment to increase the
number of shares of common stock authorized for issuance thereunder
from 50,000,000 shares to 100,000,000 shares;
(3) authorized and approved that the Company's current Bylaws,
as amended to date, be amended, restated, and replaced in its
entirety by the Amended and Restated Bylaws;
(4) approved an amendment to the Company's 2017 Plan to (i)
increase the number of shares authorized for issuance thereunder
from 1,500,000 shares to 3,500,000 shares of common stock of the
Company and (ii) revise Section 19 of the 2017 Plan to more closely
align with the provisions of Section 422 of the Internal Revenue
Code of 1986, as amended, and Section 17.2 of the 2017 Plan,
pursuant to the terms and conditions of the 2017 Plan;
(5) ratified the appointment of MaloneBailey, LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Sept. 30, 2021;
(6) approved, on a non-binding advisory basis, named executive
officer compensation; and
(7) approved, on a non-binding advisory basis, "every two years"
as the frequency of the stockholder advisory vote to approve named
executive officer compensation.
On Sept. 17, 2021, following the Annual Meeting, the Company filed
its First Amended and Restated Articles of Incorporation with the
Secretary of State of the State of Nevada, which Amended and
Restated Articles became effective upon filing. The Amended and
Restated Articles were previously approved by the Company's Board,
subject to stockholder approval, on July 16, 2021.
On Sept. 17, 2021, following the Annual Meeting, the Company
adopted its First Amended and Restated Bylaws. The Amended and
Restated Bylaws were previously approved by the Company's Board,
subject to stockholder approval, on July 16, 2021.
About CleanSpark
Headquartered in Bountiful, Utah, CleanSpark, Inc. --
www.cleanspark.com -- is in the business of providing advanced
energy software and control technology that enables a plug-and-play
enterprise solution to modern energy challenges. Its services
consist of intelligent energy monitoring and controls, microgrid
design and engineering and consulting services. Its software
allows energy users to obtain resiliency and economic optimization.
The Company's software is uniquely capable of enabling a microgrid
to be scaled to the user's specific needs and can be widely
implemented across commercial, industrial, military and municipal
deployment.
CleanSpark reported a net loss of $23.35 million for the year ended
Sept. 30, 2020, a net loss of $26.12 million for the year ended
Sept. 30, 2019, and a net loss of $47.01 million for the year ended
Sept. 30, 2018. As of June 30, 2021, the Company had $297.49
million in total assets, $15.69 million in total liabilities, and
$281.80 million in total stockholders' equity.
CNX MIDSTREAM: Moody's Rates New $400MM Sr. Unsecured Notes 'B1'
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Moody's Investors Service assigned a B1 rating to CNX Midstream
Partners LP's (CNXM) proposed $400 million senior unsecured notes
due 2030. All other ratings of CNXM are not affected. The rating
outlook remains stable.
The proceeds from the new notes will be used to fund the concurrent
tender offer of CNXM's existing $400 million guaranteed senior
unsecured notes due in 2026. Along with the expected extension of
the revolving credit facility, this offering will further improve
the maturity profile of CNXM and reduce refinancing risks.
LIST OF AFFECTED RATINGS:
Issuer: CNX Midstream Partners LP
Assignments:
Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD 5)
RATINGS RATIONALE
The proposed senior unsecured notes are rated B1, one notch below
CNXM's Ba3 Corporate Family Rating (CFR), reflecting the high
proportion of secured debt in the capital structure. CNXM's
revolving credit facility is senior secured and has a priority
claim to substantially all of its assets. The senior notes will be
unsecured and guaranteed by subsidiaries on a senior unsecured
basis.
CNXM's Ba3 CFR reflects high reliance of its business and
governance on CNX Resources Corporation (CNX), its main customer
and owner, also rated Ba3 CFR. The rating also recognizes strong
free cash flow generation by CNXM, which should create sufficient
flexibility to accelerate deleveraging of balance sheet. The modest
size and high degree of geographical concentration of CNXM remain
its limiting credit factors on a standalone basis.
The stable outlook on CNXM ratings follows the stable outlook on
the ratings of CNX.
CNXM's liquidity is good, underpinned by its $600 million senior
secured revolving facility. In September 2021, CNXM launched
syndication effort to extend the maturity of the facility to 2026
from 2024. The facility is supported by assets and cash flow of the
midstream subsidiary. It has several leverage covenants, including
debt/EBITDA not exceeding 5.25x, secured debt/EBITDA not exceeding
3.5x and minimum interest coverage of at least 2.5x. Moody's
expects CNXM to maintain good headroom for future compliance with
these covenants through 2021-2022.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
CNXM ratings are likely to be upgraded in step with the ratings of
CNX, if the company maintains its solid credit metrics on a
standalone basis. CNXM ratings may be downgraded if its liquidity
or standalone leverage weaken, or if the ratings of CNX are
downgraded.
CNX Midstream Partners LP, a wholly owned subsidiary of CNX, owns,
operates, develops and acquires gathering and other midstream
energy assets to service natural gas production in the Appalachian
Basin in Pennsylvania and West Virginia.
PRINCIPAL METHODOLOGY:
The principal methodology used in this rating was Midstream Energy
published in December 2018.
COMMUNITY ECO: Wins Cash Collateral Access Thru Dec 2
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The U.S. Bankruptcy Court for the District of Massachusetts,
Western Division, has authorized Community Eco Power, LLC and
affiliates to, among other things, use cash collateral on a final
basis in accordance with the budget through December 2, 2021.
The counsel to the Debtors is directed to submit to
EDK@mab.uscourts.gov a proposed order, in Word format,
memorializing the remarks made during the hearing.
A hearing on the Debtor's further use of cash collateral is set for
December 2 at 12 PM.
The evidentiary hearing previously scheduled for September 28 is
canceled.
A copy of the order is available at https://bit.ly/3hKmvHP from
PacerMonitor.com.
About Community Eco Power
Community Eco Power, LLC and affiliates, Community Eco Pittsfield,
LLC and Community Eco Springfield, LLC, sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Lead Case
No. 21-30234) on June 25, 2021. Their cases are jointly
administered under Community Eco Power, LLC.
On the Petition Date, Community Eco Power disclosed up to $50,000
in assets and up to $10 million in liabilities. Affiliates,
Community Eco Pittsfield and Community Eco Springfield each
disclosed $1 million to $10 million in both assets and
liabilities.
The petitions were signed by Richard Fish, president and chief
executive officer.
D. Sam Anderson, Esq., Adam R. Prescott, Esq., and Kyle D. Smith,
Esq. at Bernstein, Shur, Sawyer and Nelson, PA, serve as the
Debtor's counsel.
CP ATLAS: $150MM Incremental Debt No Impact on Moody's B3 CFR
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Moody's Investors Service said CP Atlas Buyer Inc.'s B3 Corporate
Family Rating, B3-PD Probability of Default Rating, B2 senior
secured bank credit facility rating and Caa2 senior unsecured notes
rating are unchanged following the company's announcement that it
plans to issue an incremental $150 million under its senior secured
term loan. The outlook remains stable.
Proceeds from the incremental debt will be used to fund pending
acquisitions totaling about $116 million plus transaction costs and
to partially pay down the company's outstanding revolver balance.
Pro forma for the transactions, leverage will modestly decline to
7.1x from 7.3x as of June 30, 2021.
CP Atlas Buyer's B3 CFR reflects the company's high debt leverage,
which Moody's expects will be maintained at or above 6.5x through
2022. Moody's expectations incorporate margins contracting in 2021
due to high input costs, including raw materials, freight, and
labor. However, the company has implemented a number of price
increases throughout the year, which should result in margin
improvement in 2022. Furthermore, margins should improve as a
result of synergies from recent acquisitions, including procurement
and freight optimization, reduced overhead and cross-selling
opportunities.
Moody's forecasts modest topline growth in 2021 and 2022 from
favorable fundamentals that support investment in home improvement,
which bolsters demand for bathware products. Moody's expects the
building products sector to continue to benefit from a shift in
consumers' discretionary spending to home improvement over the next
twelve months as many employees continue to regularly work from
home as a result of the coronavirus pandemic. Moody's rating also
considers the concentration with big box retailers that exposes the
company to sudden shifts in demand. Moody's acknowledges that
builders and contractors are key drivers of sales through the
company's channels.
CP Atlas Buyer's liquidity is expected to be good over the next 12
to 18 months and considers Moody's expectation of positive free
cash flow of $85-90 million in both 2021 and 2022. Liquidity is
supported by the expectation of ample availability under the
company's $125 million revolver.
Governance considerations include Moody's expectations that CP
Atlas Buyer will maintain an aggressive financial policy that
favors shareholders over creditors. The company has historically
grown through debt funded acquisitions, and Moody's expects that
strategy to continue. Furthermore, given the private equity
ownership, Moody's expects the company to pay dividends, possibly
with additional debt, from time to time.
CP Atlas Buyer, Inc. is a major US and Canadian manufacturer and
distributor of bathware constructed from gelcoat, sheet molded
compound, porcelain on steel, acrylic, and solid surface. The
company also manufactures shower doors and shower wall panels. The
company is owned by Centerbridge Partners, L.P., a private equity
firm that acquired the company in 2020. For the 12 months ended
June 30, 2021, the company generated about $1.2 billion in revenue,
which is pro forma for recent acquisitions.
CROWLEY'S SERVICE: Plan to be Funded by Continued Operations
------------------------------------------------------------
Crowley's Service LLC filed with the U.S. Bankruptcy Court for the
Northern District of Texas a Subchapter V Plan of Reorganization
dated September 16, 2021.
The Debtor is a small-scale, over-the-road trucking company
operating in the lower forty-eight states. The Debtor is solely
owned and managed by Jerry Crowley, Jr. The Debtor leases a nine
hundred square foot business office located at 5810 Dick Price Rd.,
Fort Worth, Texas 76140.
Former secured creditor, Continental Bank sought a deficiency
judgment against the Debtor in Utah state court. After receiving a
default judgment against the Debtor, Continental Bank sought to
domesticate its judgment in Texas and to pursue collection against
the Debtor's assets. The Debtor filed this bankruptcy proceeding to
prevent a judgment lien from attaching to the remaining equipment
and to preserve the going concern value to all the Debtor's
creditors, employees, and other interested parties.
The Plan is a plan of reorganization. The Debtor shall continue its
business after the Confirmation Date. The Debtor's profitability to
fund the Plan is based on the amount of money that it will earn
through the continuation of its business.
The Plan will treat claims as follows:
* Class 2 consists of Allowed Priority Creditor Claims.
Priority Claims, if any, will be paid within sixty months from the
Effective Date, together with any applicable statutory interest.
* Class 3 consists of the Allowed Secured Claim of
Mercedes-Benz. The Secured Claim of Mercedes-Benz is secured by
Debtor's 2013 Cascadia Freightliner Tractor with VIN xxx2735. The
Debtor remains substantially in compliance with its obligations
under the Texas Motor Vehicle Retail Installment Contract to
Mercedes-Benz. The Debtor will continue to perform the obligation
under the installment contract which is incorporated as the
treatment for Mercedes-Benz's Secured Claim. MercedesBenz's lien
against the 2013 Cascadia will remain intact and unaltered.
* Class 4 consists of General Unsecured Creditor Claims.
Beginning in month fifteen of the Plan, the Debtor will make pro
rata distributions to the unsecured creditors claim.
* Class 5 consists of Equity Interests. The Debtor shall
retain its equity interests.
This Plan will be implemented by the commencement of payments. Upon
the Effective Date, all property of the Debtor and its Estate shall
vest in the Debtor, subject to the Allowed Secured Claims in this
Plan. The funds necessary for the satisfaction of the creditors'
claims shall be generated from the Debtor's income derived from its
trucking operations.
The Debtor asserts that its Plan is feasible based on its monthly
average budget. The average monthly budget is derived from Debtor's
profit and loss statements from December 2020 through July 2021 and
fairly represents what the Debtor expects to earn on average going
forward.
A full-text copy of the Subchapter V Plan dated September 16, 2021,
is available at https://bit.ly/3zmefnt from PacerMonitor.com at no
charge.
Counsel for Crowley's Services:
Warren Norred
Clayton L. Everett
NORRED LAW, PLLC
515 E. Border Street
Arlington, Texas 76010
Telephone: (817) 704-3984
E-mail: clayton@norredlaw.com
About Crowley's Service
Crowley's Service LLC is a small-scale, over-the-road trucking
company operating in the lower forty-eight states. The Debtor is
solely owned and managed by Jerry Crowley, Jr. The Debtor filed
for Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-41468) on
June 18, 2021.
The Debtor is represented by Clayton L. Everett, Esq. of NORRED
LAW, PLLC.
CVS CREDIT: Moody's Lowers Rating on Series A-2 Certs to Ba3
------------------------------------------------------------
Moody's Investors Service has downgraded the rating on one
outstanding class in CVS Credit Lease Backed Pass-Through
Certificates, Series A-1 and Series A-2.
Series A-2, Downgraded to Ba3; previously on Mar 4, 2018 Affirmed
Ba1
RATINGS RATIONALE
The downgrade to Ba3 reflects the rising balloon default risk at
the certificate's final distribution date in January 2023. The
original CVS Health (CVS, Moody's senior unsecured debt rating
Baa2, stable outlook) primary lease terms are scheduled to expire
in January 2023, which coincides with the maturity date of the
certificates and CVS's lease obligations, and are not sufficient to
repay the A-2 Certificate principal in full. The mortgages securing
the notes are not cross defaulted and the balloon payment is
insured by residual value insurance policies provided by the
residual value insurance policy provider, Arrowood Indemnity
Company (formerly known as Royal Indemnity Company), which is
unrated by Moody's. Moody's has also identified two non-defeased
properties in which CVS is no longer in occupancy. The rating on
the A-2 Certificate is lower than CVS's rating due to the size of
the loan balance at maturity relative to the value of the
collateral assuming the existing tenant is no longer in occupancy
(the dark value). The value of the properties, significant loan
amortization and presence of the residual insurance provider would
likely lead to significant recovery of the balloon balance in the
event of maturity default.
The transaction was originally supported by 96 single-tenant,
stand-alone retail buildings leased to CVS. Thirty-six properties
have defeased, approximately 34% of outstanding balance, and are
secured by US government securities.
FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING:
The ratings of Credit Tenant Lease (CTL) deals are primarily based
on the senior unsecured debt rating (or the corporate family
rating) of the tenants leasing the real estate collateral
supporting the bonds. Other factors that are also considered are
Moody's dark value of the collateral (value based on the property
being vacant or dark), which is used to determine a recovery rate
upon a loan's default and the rating of the residual insurance
provider, if applicable. Factors that may cause an upgrade of the
ratings include an upgrade in the rating of the corporate tenant or
significant loan paydowns or amortization which results in a lower
loan to dark value ratio. Factors that may cause a downgrade of the
ratings include a downgrade in the rating of the corporate tenant.
METHODOLOGY UNDERLYING THE RATING ACTION
The principal methodology used in this rating was "Moody's Approach
to Rating Credit Tenant Lease and Comparable Lease Financings"
published in June 2020.
DECK SUPPLY: Seeks to Use SBA et al. Cash Collateral
----------------------------------------------------
Deck Supply Warehouse, LLC asks the Bankruptcy Court for authority
to use the cash collateral of the United States Small Business
Administration and Janet Alexander on an interim basis for the
period from October 20, 2021, to March 1, 2022.
The Debtor owed and the SBA by virtue of loan agreements each
secured by way of a recorded UCC Financing Statement.
On June 23, 2021, stipulations were approved authorizing the use of
cash collateral which allowed the Debtor to use up to $32,000 per
month towards ongoing business expenses. The authorization expires
October 19. As adequate protection for the use of cash collateral
both secured creditors were given ongoing and continuing liens on
all property similar in kind acquired by the Debtor post-petition.
In addition, Alexander was also provided ongoing adequate
protection payments which are scheduled to end October 2021.
The Debtor said it needs to continue to use $32,000 per month of
the cash collateral for ongoing business expenses plus up to an
additional $100,000 per month to purchase inventory.
As adequate protection for the Debtor's use of cash collateral,
Alexander and the SBA will be granted a continuing first-inpriority
lien on receivables from the operation of the business acquired by
the Debtor after commencement of the case.
A copy of the motion is available for free at
https://bit.ly/3AhAufA from PacerMonitor.com.
About Deck Supply Warehouse, LLC
Deck Supply Warehouse, LLC is wholesaler of premium decking
materials. Deck Supply filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 21-10266) on May 27, 2021 in the U.S. Bankruptcy
Court for the Northern District of California.
In the Petition signed by Jeanette Leavens, managing member, the
Debtor disclosed $569,116 in total assets and $1,518,068 in total
liabilities as of May 26, 2021.
Judge Charles Novack presides over the case. The Law Offices of
Brian A. Barboza represents the Debtor as counsel.
DREAM DUFFEL: Wins Interim Authority to Use Cash Collateral
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The U.S. Bankruptcy Court for the District of Minnesota has entered
an order authorizing Dream Duffel, LLC to use cash collateral on a
final basis.
The Debtor is permitted to use cash collateral in which Midwest One
Bank has an interest through December 31, 2021, subject to the
terms contained in the filed stipulation.
The Debtor is also authorized, subject to the terms of the final
order, to use cash collateral in which Kabbage Funding and the US
Small Business Administration have an interest through December 31,
2021.
The Debtor's use of cash collateral with respect to all secured
creditors is subject to these terms:
a. The Debtor will use cash to pay ordinary and necessary
business expenses and administrative expenses for the items and
such use will not vary materially from the budget except for
variations attributable to expenditures specifically authorized by
Court Order.
b. The Debtor will grant all secured creditors replacement
liens, to the extent of the Debtor’s use of cash collateral, in
post-petition inventory, accounts, equipment, and general
intangibles, with such lien being of the same priority, dignity,
and effect as their respective pre-petition liens.
c. The Debtor will carry insurance on its assets.
d. The Debtor will provide the secured creditors with such
reports and documents as they may reasonably request.
e. The Debtor will afford the secured creditors the right to
inspect the Debtor's books and records and the right to inspect and
appraise any part of their collateral at any time during normal
operating hours and upon reasonable notice to the Debtor and its
attorneys.
The relief is subject to review and possible further action by J.
Richard Stermer, chapter 7 trustee in the case of Barbara and
Robert Johnson, case #21-41383. Such action may include an
objection to the status of this case under chapter 11.
A copy of the order is available for free at https://bit.ly/3lK17nt
from PacerMonitor.com.
About Dream Duffel, LLC
Dream Duffel, LLC offers duffel bags for competitive dancers,
skaters, pageantry and other competitive sports.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 21-41447) on August 13,
2021. In the petition signed by Barbara L. Johnson, CEO, the Debtor
disclosed $705,501 in assets and $1,642,160 in liabilities.
Judge Katherine A. Constantine oversees the case.
John D. Lamey III, Esq. at Lamey Law Firm, P.A. is the Debtor's
counsel.
DUKAT LLC: Net Profits & Litigation Proceeds to Fund Plan Payments
------------------------------------------------------------------
Dukat, LLC, filed with the U.S. Bankruptcy Court for the District
of New Jersey a Small Business Plan of Reorganization dated
September 16, 2021.
The Plan and its business projections contemplate that the Debtor,
in concert with its members, Elliott Kattan and Mourad Kattan, will
provide an equity infusion into the Debtor and contribute the
necessary funds, subject to Bankruptcy Court approval, to restart
Debtor's operations and internet sales platform, to fund
administration claims and to fund the litigation in the Adversary
Proceeding styled as Dukat LLC v. Tarvisium Holdings, LLC, et. al.,
pending in the United States Bankruptcy Court for the District of
New Jersey, Adversary Proceeding No.: 21-01315 (KCF), which
litigation includes claims for collection and recovery of a $4
Million seller financed promissory note provided to the Debtor in
2018.
The funds from recovery of the $4 Million promissory note, together
with any net profits available from operations, will primarily be
used to fund the Plan, in the order of priority as provided for
under the Bankruptcy Code, to fund a dividend to unsecured
creditors and to pay any remaining costs of administration.
Pre-petition, Elliott Kattan, Debtor's majority member, maintained
a blanket lien and security interest in the assets of the Debtor
and holds a claim of $3,023,018.00. Elliott Kattan has agreed to
subordinate that lien and claim in favor of unsecured creditors
through the life of the Plan, which shall be thirty-six months
following the Effective Date. It is further anticipated that
Adversary Proceeding No.: 21-01315 (KCF) will be concluded during
this post-confirmation period and will result in recovery of
litigation proceeds for the estate.
The Plan will treat claims as follows:
* Class 1C consists of the Secured Claim of Elliott Kattan.
will be subordinated to Class 2A unsecured creditors and no
payments will be made for a period of 36 months following the
Effective Date. This Class has a $3,023,018 allowed amount.
* Class 2A consists of General Unsecured Class, excluding
Class 2B claims. Class 2A shall receive payment from collection and
recovery of a $4 Million seller financed promissory note as set
forth in the Adversary Proceeding styled as Dukat LLC v. Tarvisium
Holdings, LLC, et. al. pending in the United States Bankruptcy
Court for the District of New Jersey, Adversary Proceeding No.:
21-01315 (KCF), and from any net operating profits available from
business operations, net of operational expenses and the costs of
administration.
* Class 2B consists of the Claims of Tarvisium Holdings, LLC
and 45 N12E, LLC. Class 2B claims of Tarvisium Holdings, LLC and 45
N12E, LLC are subject to set-off and/or recoupment by virtue of a
$4 Million Promissory Note held by the Debtor and any other such
Claims as alleged in the Adversary Proceeding styled as Dukat LLC
v. Tarvisium Holdings, LLC, et. al. pending in the United States
Bankruptcy Court for the District of New Jersey, Adversary
Proceeding No.: 21-01315 (KCF), including any Claims held for
equitable subordination, and/or damages, with such payment by the
Debtor, if any, to be paid in accordance with the treatment
afforded to Class 2A Unsecured Creditors.
* Class 4 consists of Equity Interest holders Elliott Kattan
and Mourad Kattan who hold membership interests in the Debtor, a
Delaware Limited Liability Company. The Equity Interest holders
shall maintain their Membership Interests in the Debtor, post
confirmation as those interests existed as of the Petition Date.
The Plan will be implemented and funded from the successful
operation of the restructured Debtor and those funds advanced in
accordance with confirmation of the Plan. Monthly deficits within
the projection will be funded by the Members in accordance with the
Plan Support Agreement.
Debtor believes that through the Plan Funding Agreement, the Debtor
will have enough cash on hand on the Effective Date of the Plan to
pay all the Claims and expenses that are entitled to be paid on
Effective Date. Debtor must submit all or such portion of the
future earnings or other future income of the Debtor to the
supervision and control of the Trustee as is necessary for the
execution of the Plan.
A full-text copy of the Plan of Reorganization dated September 16,
2021, is available at https://bit.ly/3tX5kYv from PacerMonitor.com
at no charge.
Counsel for Debtor:
WILENTZ, GOLDMAN & SPITZER, P.A.
90 Woodbridge Center Drive
Suite 900, Box 10
Woodbridge, NJ 07095
Attention: David H. Stein, Esq.
Phone No.: 732-626-8000
Email: dstein@wilentz.com
About Dukat LLC
Dukat, LLC, operates in the electronic shopping industry.
Dukat, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J.
Case No. 21 14934) on June 16, 2021. In the petition signed by
Elliott Kattan, managing member, the Debtor disclosed $5,251,749 in
liabilities. David H. Stein, Esq. of WILENTZ, GOLDMAN & SPITZER
P.A. is the Debtor's counsel.
EAST RIDGE: Fitch Lowers IDR to 'CC', Off Watch Negative
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Fitch Ratings has downgraded to 'CC' from 'B-' the Issuer Default
Rating (IDR) assigned to East Ridge Retirement Village, FL (ERRV)
and the series 2014 health facilities revenue bonds issued by the
Alachua County Health Facilities Authority, FL on behalf of ERRV.
Fitch has also removed the Rating Watch Negative on the IDR and
revenue bonds.
SECURITY
The bonds are secured by a pledge of gross revenues and receivables
of the obligated group (OG; ERRV is the only member), a first
mortgage lien on all current and future property of the OG and a
fully-funded debt service reserve.
ANALYTICAL CONCLUSION
The 'CC' rating primarily reflects Fitch's belief that default,
including debt restructuring is probable over the outlook period.
ERRV is negotiating a forbearance agreement with its bondholders.
As a result of ERRV's annual debt service coverage ratio (DSCR)
covenant violation, bondholders have the right to accelerate
principal payments. For fiscal 2020 (Dec. 30 YE), DSCR was 0.68x
and the DSCR through June 30, 2021 was only 0.42x. Continual cash
burn, persistent weak occupancy, inability to produce sufficient
net entrance fees and high leverage have contributed to ERRV's
precarious financial condition.
KEY RATING DRIVERS
Revenue Defensibility: 'b'
Single-Site LPC With Weak Demand
ERRV's independent living unit (ILU) occupancy remains weak as
evidenced by an occupancy of only 77.8% as of June 30, 2021, which
is below the bond covenant of 78%. ERRV has not been able to
consistently update its ILUs to market standards - the units are
smaller than market expectations and the community has a low
proportion of two-bedroom units compared to one-bedroom units,
resulting in sales challenges.
Overall healthcare occupancy has been inconsistent, but skilled
nursing facility (SNF) occupancy has produced the strongest
occupancy, which was 87.8% as of June 30, 2021. Assisted living
unit (ALU) occupancy, which had been improving prior to the
coronavirus pandemic, remains weak as combined ALU and memory
support unit (MSU) occupancy was only 79.3% at June 30, 2021 -
below the MTI's 88% quarterly occupancy target.
ERRV's entrance fees are affordable compared to local home values
as the weighted average entrance fee for all residences is around
$200,000, while the average home value of homes in Cutler Bay is
around $350,000. Despite the favorable pricing, management has not
consistently increased fees in order to maintain favorable
pricing.
Operating Risk: 'bb'
Weak Profitability; Limited Capital Investment in Recent Years
ERRV's operating risk is weak given its predominantly Type-A
contract mix and weak profitability metrics. The community's net
operating margin (NOM), NOM-adjusted and operating ratio have
averaged 0.7%, 12.1% and 117.1% over the past five years. Through
the 2021 six-month interim period, operating revenue is behind
budget by 4.6% and operating expenses are unfavorable to budget by
1.7%. This has contributed to the deterioration in cash by nearly
$1 million from Dec. 30, 2020 to June 30, 2021.
Though the average age of plant of 10.5 years at Dec. 31, 2019 is
good, ERRV's capital has only averaged 71.7% of depreciation over
the past five years due to management's efforts to preserve
liquidity and align spending with occupancy and margin
improvements. Given the deterioration in cash, ERRV has very
limited ability to renovate units - a significant risk as units
must be renovated to increase the inventory of updated units
available for potential residents.
Capital-related metrics have been weak in recent years given the
community's significant debt burden against its current financial
profile. ERRV's debt issuance in 2015 was issued to finance a
campus expansion project that included 90 new ALUs, 31 new MSUs and
74 new skilled nursing beds that replaced the existing AL and
skilled nursing buildings. The increase in debt has resulted in an
inflated maximum annual debt service (MADS) as a percent of revenue
and debt to net available that has averaged 20.1% and 19.8x over
the past five years. Unaudited debt service coverage was only 0.68x
in fiscal 2020 and 0.42x as of June 30, 2021. Failure to achieve 1x
coverage is an event of default under the bond documents and the
uncertainty surrounding bondholder action and significant potential
for default, given the organization's thin liquidity, is reflected
in the 'CC' rating on the bonds.
Financial Profile: 'b'
Weak and Deteriorating Financial Profile
As of June 30, 2021, ERRV cash-to-adjusted debt measured only
11.2%. ERRV's current level of liquidity, characterized by 96.9
days cash on hand (DCOH) according to the MTI calculation (down
from 110 DCOH as of Dec. 31, 2020), is viewed negatively. Through
the baseline scenario, Fitch's best estimate of the most likely
scenario of financial performance over the next five years given
current economic expectations, Fitch expects that ERRV will see
liquidity steadily decrease and fully deplete within two years.
Fitch's baseline scenario assumes both a significant economic
stress (to reflect equity volatility) and maintenance of weak
operations. The continued downward trajectory reflects the
expectation that occupancy will remain pressured. Fitch does not
expect ERRV's DSCR to return to covenant required levels over the
near term.
Asymmetric Additional Risk Considerations
No asymmetric risk considerations were relevant to the rating
determination.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Use of the debt service reserve fund to make all or a portion
of future principal and interest payments.
-- Higher than expected resident attrition that erodes current
census levels or required ERRV to pay out a large portion of
its refundable entrance fees in a short time period.
-- Any failure to make a timely payment of principal and/or
interest or a bankruptcy filing would result in a downgrade to
'D'.
-- Any agreement that impairs the economic interests of the
bondholders would be considered a restricted default under
Fitch criteria.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Material improvement in core operations such that cash flow is
positive.
-- Resolution of negotiations with bondholders that provide
improved financial flexibility to ERRV.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three 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.
ERRV is a Type-A life plan community located on 76 acres in the
town of Cutler Bay, FL, approximately 20 miles south of Miami. The
community currently includes 221 ILUs, 90 ALUs, 31 memory care
units and 74 SNF units. ILU residents are mostly in lifecare
contracts with nonrefundable entrance fees. ERRV reported total
operating revenues of approximately $26.9 million in fiscal 2020
(unaudited).
ERRV is currently the only OG member. Since March 27, 2008, ERRV
has been controlled by Santa Fe Senior Living (SFSL) via an
affiliation agreement between ERRV and SFSL's corporate parent,
Santa Fe HealthCare (SFHC). Neither SFSL nor SFHC are obligated on
the series 2014 bonds. SFSL opened the Terraces at Bonita Springs
in July 2013 and also operates North Florida Retirement Village, a
rental community in Gainesville, FL.
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.
EL SERVICES: Wins Cash Collateral Access Thru Oct 13
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized E.L. Services, Inc. to use cash collateral on an interim
basis pursuant to the budget through October 13, 2021.
As previously reported by the Troubled Company Reporter, the Debtor
seeks access to cash collateral in which the Internal Revenue
Service and the California Employment Development Department (EDD)
may assert an interest.
The IRS asserted a total of $1,395,025 against the Debtor. The
Debtor, however, does not contest the EDD claim, which amounts to
$3,103.
A further interim hearing on the matter is scheduled for October 13
at 10:30 a.m.
A copy of the order is available at https://bit.ly/39kUsdt from
PacerMonitor.com.
About E.L. Services, Inc.
E.L. Services, Inc., a landscape and maintenance company located in
Dublin, California, filed a Chapter 11 petition (Bankr. N.D. Cal.
Case No. 21-41087) on August 25, 2021. On the Petition Date, the
Debtor estimated $50,000 to $100,000 in assets and $1 million to
$10 million in liabilities. The petition was signed by Steven P.
Baca, general manager.
Judge William J. Lafferty oversees the case.
The Debtor tapped Kornfield, Nyberg, Bendes, Kuhner & Little P.C.
to serve as its counsel.
ELECTRONIC DATA MAGNETICS: May Use Cash Collateral Thru Sept 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North Carolina
authorized Electronic Data Magnetics, Inc. to use cash collateral
on a final basis and for the period through and including the
closing of the sale of the Debtor's assets or September 24,
whichever occurs first.
The Court entered the Final Cash Collateral Order on September 17.
The Court also entered an Order Approving Non-Conforming Amended
Bid and Designation of Prevailing Bidder, Approving Sale Free and
Clear of All Liens, Claims, Interests, and Encumbrances,
Authorizing Assumption and Assignment of Certain Executory
Contracts and Unexpired Leases, and Granting Related Relief.
The Debtor requires the continued use of Cash Collateral to
finalize existing orders and work-in-process, and to transition to
a closing of the sale, currently scheduled for September 20.
A portion of the Prepetition Collateral constitutes the Sale Assets
as set forth in the Asset Purchase Agreement between the Debtor and
Paragon ID, S.A., and its subsidiary EDM Technology, Inc., the
Purchaser, which will be sold free and clear of liens, claims, or
interests. For the avoidance of doubt, Truist and the SBA have
consented to the sale of any Sale Assets which consist of the
Prepetition Collateral.
Truist Bank asserts that it is owed by the Debtor over $3,500,000
on account of one or more loans and financial accommodations
extended. The debt, excluding the Payroll Protection Program loan
to the Debtor, is secured by a valid and perfected security
interest in and lien on all accounts, equipment, inventory, and
general intangibles of the Debtor, and the proceeds thereof.
The Debtor owed SBA $150,000 for prepetition loan, which is secured
by a valid and perfected security interest in and lien on all
accounts of the Debtor, and the proceeds thereof.
The Debtor is permitted to use cash collateral to make expenditures
for expenses as outlined in the budget, with a 10% variance and
will not use cash collateral for payment of any other expense.
As adequate protection for the Debtor's use of cash collateral,
Truist and the SBA are granted a valid, attached, choate,
enforceable, perfected and continuing security interest in and lien
on all postpetition assets of the Debtor that is of the same
character and type, and to the same extent, as the liens and
encumbrances that their security interests imposed on the Debtor's
assets prepetition.
In the event that the adequate protection granted to Truist and the
SBA fails to adequately protect the interests of Truist or the SBA,
then Truist or the SBA will be entitled to a super-priority
administrative claim and such claims will have priority over all
other claims, costs and expenses and will at all times be senior to
the rights of the Debtor and any creditors or claimants in the
proceeding or any subsequent proceeding under the Bankruptcy Code.
A copy of the order and the Debtor's weekly budget is available for
free at https://bit.ly/2Xwd8nY from PacerMonitor.com.
The Debtor projects $4,731 in total operating expenses funded by
PPP/Richard Hallman and $ 7,500 in total operating expenses funded
by Truist for the week ending September 24, 2021.
About Electronic Data Magnetics
Electronic Data Magnetics manufactures and reproduces magnetic and
optical media. The Company is a manufacturer of technically
advanced printed products used in a variety of markets including,
airlines, mass transit agencies, toll roads, parking institutions,
betting slips, printing for US GPO, tabulating cards, and RFID
tags.
Electronic Data Magnetics sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 21-10222) on April
22, 2021. In the petition signed by R. Richard Hallman, president
and CEO, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Lena M. James oversees the case.
James C. Lanik, Esq., at Waldrep Wall Babcock & Bailey PLLC is the
Debtor's counsel.
Truist Bank, as lender, is represented by Bell, Davis & Pitt, P.A.
ENACT HOLDINGS: Fitch Raises Senior Debt Rating to 'BB+'
--------------------------------------------------------
Fitch Ratings has upgraded the Insurer Financial Strength ratings
of Enact Holdings Inc's (ACT) core insurance subsidiary Genworth
Mortgage Insurance Corporation (GMIC) to 'BBB+' from 'BBB-'. Fitch
also upgraded ACT's Issuer Default Rating (IDR) to 'BBB-' from 'BB'
and the senior debt rating of ACT to 'BB+' from 'BB-'. The ratings
have been removed from Rating Watch Positive. The Rating Outlook is
Stable.
KEY RATING DRIVERS
Partial IPO: The upgrade of Enact's ratings follows the partial IPO
of the company's common stock for $19.00 per common share.
Approximately 13.3 million shares were offered to the public (8.2%
ownership), while approximately 14.7 million shares were sold to
Bayview Asset Management, LLC (9.0%) in a concurrent private sale.
A 30-day option has been granted to the underwriters for up to an
additional 2.0 million shares (1.2%). Following the offering, the
ownership stake of Enact's parent, Genworth Financial, Inc.
(Genworth) will be reduced to between 81.6% and 82.8% of the
company's common stock, pending the underwriters' option.
Enhanced Governance: The registration documents also indicate
Enact's plans to implement enhanced governance in the form of an
independent chairperson and a committee of directors who will have
veto rights over certain capital decisions. This capital committee
will consist of all independent directors. The registration
statement also states that it is anticipated that the board will
consist of a majority of independent directors.
Strong Capital Position: GMIC's reported risk-adjusted capital,
based on the Private Mortgage Insurer Eligibility Requirements
(PMIERs) coverage ratio, is strong for the rating level and showed
improvement through the first half of 2021. PMIERs increased to
165% at June 30, 2021, up from 137% at YE 2020, driven by growth in
available assets and the completion of two insurance linked notes
transactions in 1H21. Enact maintained a modest level of financial
leverage of 16.7% at YE 2020, following its first issuance of
senior debt.
Pandemic Effects: The pandemic drove a significant increase in the
number of mortgage delinquencies in 2020, substantially all due to
borrowers in forbearance programs under the CARES Act. Positively,
the delinquent loan count peaked in June 2020 and has declined
every month since then, with its primary delinquency rate dropping
for four consecutive quarters to 3.60% at 2Q21, down from 5.98% at
2Q20.
Decoupling from Genworth: Enact's standalone credit profile is
'BBB+', with a Stable Outlook. Enact's ultimate parent, Genworth,
has a significantly weaker credit profile than Enact. Fitch
believes the partial IPO; commitments to an independent board,
capital committee and chairperson; and commitment to strong PMIERs
compliance represent a substantial decoupling of Enact from
Genworth. The majority ownership of Enact by Genworth is now
considered neutral to the company's ratings.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Due to its monoline nature, any strongly negative event for
the mortgage insurance industry could weaken the industry and
result in a lower industry profile and operating environment
score. This could include levels of new defaults, incurred
losses, paid claims and cure rates that deviate significantly
from historical rates;
-- A decline in capital strength, such as a decline in the
reported PMIERs coverage ratio to consistently below 130%, or
an indication that holding company capital is not available to
support the insurance entities, could result in a lower
rating;
-- Adverse actions taken by Genworth Financial to either remove
capital or diminish earnings capacity could result in a
negative ownership pressure on the ratings;
-- Stagnation or deterioration in statutory or cash coverage
could result in a lower rating.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Enhanced business profile associated with higher rating
levels;
-- Maintaining a PMIERs coverage ratio consistently above 165%
could result in a higher rating;
-- An improvement in statutory or cash coverage could result in a
higher rating.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
EVERGREEN GARDENS: $7MM DIP Loan, Cash Collateral Access OK'd
-------------------------------------------------------------
Evergreen Gardens Mezz LLC as initial debtor together with
Evergreen Gardens I LLC (EG I) and Evergreen Gardens II LLC (EG
II), the subsidiary debtors, sought and obtained authority from the
the U.S. Bankruptcy Court for the Southern District of New York to,
among other things, use cash collateral and obtain postpetition
financing on an emergency and interim basis.
EG I sought permission to obtain postpetition financing on a
superpriority, senior, and junior secured basis consisting of a
secured debtor-in-possession superpriority multiple draw term loan
credit facility in an aggregate original principal amount of $7
million pursuant to the terms and conditions of the orders and the
Secured Superpriority Debtor-In-Possession Credit Agreement by and
among EG I and MREF REIT Lender 15 LLC, the DIP Lender.
EG II sought authority to use cash collateral in accordance with
the approved budget.
EG I is the borrower under a Loan and Security Agreement between EG
I and JPMorgan Chase Bank, N.A., the Prepetition EG I Secured
Lender, dated as of June 10, 2019, in the principal amount of $170
million.
EG II is a co-borrower pursuant to that Deed of Trust, dated as of
February 4, 2018 (Series E Deed of Trust), by and between All Year
Holdings, as issuer, EG II, as co-borrower, and Mishmeret Trust
Company Ltd. (the "Series E Notes Trustee"). Pursuant to the Series
E Deed of Trust, All Year and EG II issued secured, first lien
notes with a current principal amount outstanding of approximately
of $256.4 million.
As of Petition Date, EG II owed approximately $271.8 million, in
outstanding obligations under the Series E Notes, including
principal, accrued interest, fees, expenses, and other amounts.
Following a robust and comprehensive marketing process, the
Subsidiary Debtors have secured the support and commitment of the
Series E Notes Trustee, on behalf of the Series E Noteholder, and
the Mezzanine Lender, to support the Subsidiary Debtors' chapter 11
plan, pursuant to a Restructuring Support Agreement dated August
31, 2021 (RSA). These two key creditor constituencies support a
value-maximizing chapter 11 plan that implements a sale of
substantially all of the Subsidiary Debtors' assets to an affiliate
of Atlas Capital Group, LLC for approximately $506 million (the
Denizen Sale) pursuant to the terms of a signed purchase and sale
agreement.
The Subsidiary Debtors commenced the process of soliciting votes
from creditors in each of their impaired voting classes under the
proposed joint chapter 11 plan, which has already been
overwhelmingly approved by the Series E Noteholders. Subject to
completion of the ongoing voting process, the Debtors expect the
chapter 11 plan to be accepted by all classes of impaired voting
creditors. Consistent with their obligations under the RSA and the
Purchase Agreement, the Debtors intend to promptly seek a joint
hearing from the Court to consider the adequacy of their disclosure
statement and confirmation of their proposed chapter 11 plan and to
proceed promptly to closing on Denizen Sale.
Access to the DIP Financing and use of Cash Collateral in
accordance with the Orders will allow the Subsidiary Debtors to
operate the Denizen properties for the benefit of the tenants and
the stakeholders pending the completion of the anticipated sale to
the Purchaser.
The proceeds of the DIP Loans will be used by the Borrower solely
for these purposes:
a. working capital and other general corporate purposes of EG
I;
b. allowed professional fees and expenses of professionals
employed by EG I in connection with the EG I Chapter 11 Case and
the professionals employed by EGM in connection with the EGM
Chapter 11 Case;
c. the payment of the EG I Intercompany Operating Expense
Claim;
d. payment of the DIP Obligations;
e. payment of adequate protection amounts to the Prepetition
EG I Secured Lender;
f. funding of the Carve Out;
g. reimbursement of cash withdrawn by the Borrower prior to
the Subsidiary Debtor Petition Date from certain escrow accounts
held by the Prepetition EG I Secured Lender in an amount not to
exceed $1,112,525; and
h. other uses for EG I as set forth in the Approved Budget
(including, to the extent approved by the Bankruptcy Court,
prepetition expenses of EG I) or otherwise permitted under the
Financing Orders.
As adequate protection, the Prepetition EG I Secured Lender is
granted continuing, valid, binding, enforceable and perfected
postpetition security interests in and liens on the DIP Collateral.
As further adequate protection, the Prepetition EG I Secured
Lender, is granted allowed superpriority administrative expense
claims in the EG I Chapter 11 Case and Successor Case, subject to
the Carve-Out.
The Carve-Out means:
i. all fees required to be paid to the Clerk of the Court and
to the Office of the U.S. Trustee under 28 U.S.C. Section 1930(a)
plus interest at the statutory rate.
ii. following a conversion of the Chapter 11 Cases from chapter
11 to chapter 7, all reasonable fees and expenses up to $25,000
incurred by a trustee under Section 726(b) of the Bankruptcy Code.
iii. all unpaid fees and expenses incurred by the Debtor
Professionals at any time before or on the day of delivery by the
DIP Lender or the Prepetition EG I Secured Lender of a Carve-Out
Trigger Notice, whether allowed by the Bankruptcy Court prior to or
after delivery of a Carve-Out Trigger Notice and without regard to
whether such fees and expenses are provided for in the Approved
Budget or would cause a Budget Event; and
iv. Allowed Debtor Professional Fees incurred after the day of
delivery by the DIP Lender or the Prepetition EG I Secured Lender
of the Carve-Out Trigger Notice, in an aggregate amount not to
exceed $250,000 with respect to the Debtor Professionals.
EG II intends to use cash collateral to satisfy the fees, costs,
and expenses provided for in the Budget, subject to the Permitted
Variance and to fund the Carve-Out.
As adequate protection for (i) the use of its Cash Collateral and
(ii) the imposition of the automatic stay, the Series E Notes
Trustee on behalf of the Series E Noteholders are granted d valid,
binding, enforceable and perfected first priority replacement
security interests in, and liens on all of EG II's prepetition and
post-petition assets. The post-petition grant of the Adequate
Protection Liens will be supplemental to and in addition to the
security interest which the Series E Notes Trustee possesses
pursuant to the Series E Deed of Trust and the Series E Deed of
Trust Documents, and will attach with the same priority as enjoyed
by the liens asserted by the Series E Notes Trustee immediately
prior to the Subsidiary Debtor Petition Date, dollar-for-dollar to
the extent of any diminution in value of the Collateral and Cash
Collateral.
To the extent that, the Adequate Protection Liens and the other
forms of adequate protection are insufficient, the Series E Notes
Trustee, on behalf of the Series E Noteholders, is granted allowed
superpriority claims against EG II's estate pursuant to section
507(b) of the Bankruptcy Code.
The Adequate Protection Liens granted will constitute valid and
duly perfected security interests and liens, and the Series E Notes
Trustee will not be required to file or serve financing statements,
notices of lien or similar instruments which otherwise may be
required under the bankruptcy code.
The final hearing on the matter is scheduled for October 5, 2021 at
10 a.m. via Zoom for Government.
A copy of the motion and the Debtors' 13-week budget through the
week ending December 3, 2021 is available for free at
https://bit.ly/3kjUNnf from PacerMonitor.com.
A copy of the order is available at https://bit.ly/2XCmoqZ from
PacerMonitor.com.
The Debtors project $1,893,467 in total receipts and $1,131,713 in
total operating disbursements for the period.
About Evergreen Gardens
Evergreen Gardens Mezz LLC focuses on the development,
construction, acquisition, leasing and management of residential
and commercial income-producing properties in Brooklyn, N.Y. It
owns part of the 900-unit Denizen apartment complex, a millennial
haven in Bushwick, Brooklyn, developed on the former site of the
Rheingold Brewery.
Evergreen Gardens is part of All Year Management, a New York-based
real estate development firm, which has owned, managed and
developed dozens in real estate since its founding.
Evergreen Gardens sought Chapter 11 protection (Bankr. S.D. N.Y.
Case No. 21-10335) on Feb. 22, 2021. The Debtor estimated assets
and debt of $50 million to $100 million as of the bankruptcy
filing.
The Hon. Martin Glenn is the case judge. Weil, Gotshal & Manges
LLP, led by Gary T. Holtzer, and Matthew P. Goren, is the Debtor's
legal counsel.
MREF REIT Lender 15 LLC, as DIP Lender, is represented by:
Michael H. Goldstein, Esq.
Kizzy L. Jarashow, Esq.
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018 1270
Tel: (212) 813-8800
Fax: (212) 355-3333
JPMorgan Chase Bank, N.A., as Prepetition EG I Secured Lender, is
represented by:
Gary L. Kaplan, Esq.
Carl I. Stapen, Esq.
Fried, Frank, Harris, Shriver and Jacobson LLP
One New York Plaza
New York, NY 10004
Tel: (212) 859-8000
Fax: (212) 859-4000
EVERGREEN GARDENS: EG I Unsecureds to Recover 100% in Sale Plan
---------------------------------------------------------------
Evergreen Gardens Mezz, LLC (the "Initial Debtor" or "EGM” "),
Evergreen Gardens I, LLC ("EG I"), and Evergreen Gardens II, LLC
("EG II" and, together with EG I, the "Subsidiary Debtors" and,
together with the Initial Debtor, the "Debtors") submitted a
Disclosure Statement for Joint Chapter 11 Plan dated September 14,
2021.
Following a robust and comprehensive marketing process, the Debtors
have secured the support and commitment, pursuant to an executed
Restructuring Support Agreement, dated August 31, 2021 of the
Series E Notes Trustee, on behalf of the Series E Noteholders and
the Mezzanine Lender – two of their key creditor constituencies
– to support a value-maximizing chapter 11 plan that implements a
sale (the "Sale Transaction") of substantially all of the
Subsidiary Debtors' assets to an affiliate of Atlas Capital Group,
LLC (the "Purchaser") pursuant to the terms of a signed Purchase
and Sale Agreement, dated August 2, 2021 (as amended on August 19,
2021, and September 1, 2021, and as may be further amended,
modified, or supplemented from time to time, the "Purchase
Agreement").
The Sale Transaction provides for the purchase of two adjacent
residential apartment complexes – the Denizen X and the Denizen Y
– for total cash consideration of $506 million as well as the
assumption of certain of the Subsidiary Debtors' liabilities, as
set forth in the Purchase Agreement, and the retention of all
employees without interruption. The parties entered into the RSA
following a vote in which the Series E Noteholders voted by
approximately 90% in number and 97% in amount to authorize and
direct the Series E Notes Trustee to vote to approve the RSA and to
vote both their secured claims and substantial unsecured deficiency
claims to accept a chapter 11 plan that complies with the RSA.
In accordance with the Purchase Agreement and the RSA, the
Subsidiary Debtors are proposing to implement the Sale to the
Purchaser pursuant to the Plan and to allocate the proceeds from
the Sale Transaction according to the following allocation (the
"Sale Transaction Allocation Proportion"): 50.75% to EG I, on
account of the Denizen X (the "EG I Sale Proceeds"), and 49.25% to
EG II, on account of the Denizen Y (the "EG II Sale Proceeds").
Meridian's broker's fees and certain other direct closing or
transaction costs for the Sale will be allocated between EG I and
EG II in accordance with the Sale Transaction Allocation
Proportion; provided, however, that fees incurred with respect to
the EG I chapter 11 case and EG II chapter 11 case will be
allocated to the respective entity.
Under the Plan, all creditors of EG I who hold Allowed Claims will
be paid in full, leaving each class of Claims and Interests
unimpaired. The proceeds of the Sale Transaction remaining at EG I
after payment of all Allowed Claims as well as allowed
administrative and priority expenses shall be used to satisfy the
Mezzanine Loan Claim, which is allowed under the Plan. With respect
to EG II, the EG II Sale Proceeds will result in significant
recoveries to the holders of Series E Secured Claims; any residual
unencumbered assets of EG II will be distributed pro rata to
holders of allowed General Unsecured Claims. In sum, the Sale
Transaction will maximize the value of the Debtors' estates and
provide the basis for the expeditious conclusion of the Chapter 11
Cases for all three Debtors.
Class 2 consists of the Mezzanine Loan Claim against EGM. The
holder of the Allowed Mezzanine Loan Claims shall receive: (i) the
Excess EGM Cash; (ii) its Pro Rata Share of the amounts recovered
by the Plan Administrator of EGM, if any, from the prosecution of
Avoidance Actions or other Causes of Action of EG I and EGM, net of
fees and expenses associated with prosecuting such action. The Plan
Administrator shall make distributions to the holder of the
Mezzanine Loan Claim from such proceeds as and when the Plan
Administrator deems appropriate, after consultation with the
Mezzanine Lender. The rights to such proceeds shall be
nontransferable except to an affiliate, or by will, intestate
succession, or operation of law; and (iii) the remainder of the
Disputed Claims Reserve after all Disputed Claims against EG I have
been liquidated and paid, if applicable, in accordance with the
Plan. This Class has 56% estimated recovery.
Class 4 consists of the General Unsecured Claims against EG I.
Except to the extent that a holder of an Allowed General Unsecured
Claim against EG I agrees to a less favorable treatment of such
Claim, in full and final satisfaction, settlement and release of
such Allowed General Unsecured Claim, at the sole option of the
Plan Administrator: (i) each such holder shall receive payment in
full in Cash in an amount equal to such Claim, payable on the later
of the Effective Date and the date that is 10 Business Days after
the date on which such General Unsecured Claim becomes an Allowed
General Unsecured Claim, or as soon thereafter as is reasonably
practicable; or (ii) such holder shall receive such other treatment
so as to render such holder's Allowed General Unsecured Claim
Unimpaired. This Class has 100% estimated recovery.
Class 5 consists of General Unsecured Claims against EG II. Each
holder shall receive its Pro Rata Share of the amounts recovered by
the Plan Administrator, if any, from the prosecution of Avoidance
Actions and other Causes of Action of PostEffective Date EG II, to
the extent such Avoidance Actions and Causes of Action do not
constitute collateral of the Series E Noteholders under the Series
E Indenture or the Cash Collateral Orders, net of fees and expenses
associated with prosecuting such action. The Plan Administrator
shall make distributions to the holders of General Unsecured Claims
against EG II from such proceeds as and when the Plan Administrator
deems appropriate, after consultation with the Series E Notes
Trustee. Projected recovery is uncertain depending upon the results
of litigation.
On the Effective Date, in accordance with the Plan, the RSA, and
the Purchase Agreement, subject to the satisfaction or waiver of
all applicable conditions under the terms thereof:
* EG I and EG II shall sell the Properties to the Purchaser
pursuant to the terms of the Purchase Agreement in exchange for the
Purchase Price.
* EG I shall receive the EG I Sale Proceeds (on account of the
Denizen X), which shall be used to make the payments provided in
the Plan for the following Allowed Claims against EG I:
Administrative Expenses, Fee Claims, Priority Tax Claims, DIP
Claims, Priority Non-Tax Claims, the JPM Secured Claims, Other
Secured Claims, General Unsecured Claims, and Intercompany Claims.
The Disputed Claims Reserve will be established for payment of
Disputed Claims against EG I. On the Effective Date, all Cash,
Avoidance Actions and other Causes of Action of EG I shall be
distributed to EGM on account of its ownership of all of the equity
interests in EG I and shall be property of Post-Effective Date
EGM.
* EG II shall receive the EG II Sale Proceeds (on account of
the Denizen Y), which shall, together with all other Cash on the
balance sheet of EG II, be used to pay the following claims against
EG II: Administrative Expenses, Fee Claims, Priority Tax Claims,
Other Secured Claims, Series E Secured Claims, Convenience Claims,
and General Unsecured Claims, as well as the portion of the
Wind-Down Budget attributable to EG II.
* Promptly upon receipt of any funds or distribution on
account of the Series E Secured Claims, the Series E Notes Trustee
shall pay the 2020 PSA Reimbursement Amount to EG I prior to making
any distributions on account of the Series E Secured Claims to the
Series E Noteholders.
A full-text copy of the Disclosure Statement dated September 14,
2021, is available at https://bit.ly/3kluJbm from PacerMonitor.com
at no charge.
Attorneys for Initial Debtor and Proposed Attorneys for Subsidiary
Debtors:
Gary T. Holtzer
Jacqueline Marcus
Matthew P. Goren, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153-0119
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Email: matthew.goren@weil.com
About Evergreen Gardens
Evergreen Gardens Mezz LLC focuses on the development,
construction, acquisition, leasing and management of residential
and commercial income-producing properties in Brooklyn, N.Y. It
owns part of the 900-unit Denizen apartment complex, a millennial
haven in Bushwick, Brooklyn, developed on the former site of the
Rheingold Brewery.
Evergreen Gardens is part of All Year Management, a New York-based
real estate development firm, which has owned, managed and
developed dozens in real estate since its founding.
Evergreen Gardens sought Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 21-10335) on Feb. 22, 2021. The Debtor estimated assets
and debt of $50 million to $100 million as of the bankruptcy
filing. The Hon. Martin Glenn is the case judge. Weil, Gotshal &
Manges LLP, led by Gary T. Holtzer, and Matthew P. Goren, is the
Debtor's legal counsel.
EVERGREEN GARDENS: Gets OK to Hire Donlin Recano as Claims Agent
----------------------------------------------------------------
Evergreen Gardens Mezz, LLC and its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of New
York to hire Donlin, Recano & Company, Inc. as their claims and
noticing agent.
The firm will oversee the distribution of notices and will assist
in the maintenance, processing and docketing of proofs of claim
filed in the Debtors' Chapter 11 cases.
The firm's hourly rates are as follows:
Executive Management No charge
Senior Bankruptcy Consultant $140 - $164 per hour
Case Manager $128 - $140 per hour
Consultant/ Analyst $104 - $124 per hour
Technology/Programming Consultant $76 - $96 per hour
Clerical $35 - $45 per hour
Donlin will also be reimbursed for out-of-pocket expenses
incurred.
Nellwyn Voorhies, executive director of Donlin Recano, disclosed in
court filings that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
Donlin can be reached at:
Nellwyn Voorhies
Donlin, Recano & Company, Inc.
6201 15th Avenue
Brooklyn, NY 11219
Tel: (800) 591-8236
About Evergreen Gardens
Evergreen Gardens Mezz, LLC focuses on the development,
construction, acquisition, leasing and management of residential
and commercial income-producing properties in Brooklyn, N.Y. It
owns part of the 900-unit Denizen apartment complex, a millennial
haven in Bushwick, Brooklyn, developed on the former site of the
Rheingold Brewery. Evergreen Gardens is part of All Year
Management, a New York-based real estate development firm, which
has owned, managed and developed dozens in real estate since its
founding.
Evergreen Gardens sought Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 21-10335) on Feb. 22, 2021, disclosing $50 million to $100
million in both assets and liabilities. Judge Martin Glenn
oversees the case.
Weil, Gotshal & Manges LLP, led by Gary T. Holtzer, Esq., and
Matthew P. Goren, Esq., serves as the Debtor's legal counsel.
Donlin, Recano & Company, Inc. is the claims and noticing agent.
EVERYTHING BLOCKCHAIN: Posts $2.5-Mil. Net Income in Second Quarter
-------------------------------------------------------------------
Everything Blockchain, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $2.54 million on $5.43 million of total revenue for the three
months ended July 31, 2021, compared to a net loss of $1.08 million
on zero revenue for the three months ended July 31, 2020.
For the six months ended July 31, 2021, the Company reported net
income of $3.31 million on $6.70 million of total revenue compared
to a net loss of $49.29 million on zero total revenue for the same
period during the prior year.
As of July 31, 2021, the Company had $17.04 million in total
assets, $1.55 million in total liabilities, and $15.49 million in
total stockholders' equity.
During the six months ended July 31, 2021 the Company gained $0.8
million in cash. Its cash on hand as July 31, 2021 was $0.8
million. The Company stated that based on its revenues, cash on
hand and current monthly burn rate, the Company can sustain its
operations going forward.
Net cash provided by operating activities was $0.8 million for the
six months ended July 31, 2021. The Company had net income of $3.3
million, which included fair value adjustment to cryptocurrencies
of $2.4 million.
Net cash provided by operating activities was $0 for the six months
ended July 31, 2020.
Net cash used in investing activities was $0.2 million for the six
months ended July 31, 2021, compared to $0 for the same period in
the prior year. During the six months ended July 31, 2021, the
Company purchased $0.3 million of cryptocurrencies and sold $0.1
million of cryptocurrencies.
Net cash provided by financing activities was $0.3 million for the
six months ended July 31, 2021, compared to $0 for the same period
in the prior year. During the six months ended July 31, 2021, the
Company had proceeds from issuance of common stock of $0.5 million
and borrowings of debt of $0.3 million. During the six months
ended July 31, 2021, the Company paid off debt to a related party
of $0.5 million.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1730869/000147793221006319/obtx_10q.htm
About Everything Blockchain
Headquartered in Fleming Island, Florida, Everything Blockchain,
Inc. (fka OBITX, Inc.) is a developer, engineer, and consultant in
the industry of blockchain technologies.
OBITX reported net loss of $49.30 million for the year ended Jan.
31, 2021, compared to a net loss of $188,192 for the ear ended Jan.
31, 2020. As of April 30, 2021, the Company had $3.93 million in
total assets, $1.52 million in total liabilities, and $2.41 million
in total stockholders' equity.
Tel Aviv, Israel-based Weinstein International CPA, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated May 13, 2021, citing that as of Jan. 31, 2021, the
Company suffered losses from operations in all years since
inception and has a nominal working capital deficit. These and
other factors raise substantial doubt about the Company's ability
to continue as a going concern.
EXELA TECHNOLOGIES: Board Appoints Par Chadha as Executive Chairman
-------------------------------------------------------------------
The board of directors of Exela Technologies, Inc. appointed Par
Chadha as executive chairman of the company, effective Sept. 14,
2021.
Par Chadha, 66, is the founder, chief executive officer and chief
investment officer of HGM, a family office, formed in 2001. Mr.
Chadha brings over 40 years of experience in building businesses in
the Americas, Europe and Asia, including execution of mergers and
acquisitions, integration of businesses and public offerings. Mr.
Chadha served as chairman of Exela Technologies, Inc. from July
2017 until March 27, 2020 when he became the company's executive
chairman. On March 17, 2021, Mr. Chadha stepped down as executive
chairman and returned to being Chairman. He also served as
Chairman of SourceHOV Holdings, Inc. from 2011 to July 2017 when it
was acquired by Exela, and was Chairman of Lason Inc. from 2007 to
2011 until its merger with SourceCorp, a predecessor company of
SourceHOV.
Mr. Chadha served as a director of HOV Services Limited (NSE:HOVS),
a company listed on the National Stock exchange of India, since
2005, and as its Chairman from 2009 to 2011. Mr. Chadha is
co-founder of Rule 14, LLC, an artificial intelligence led
automation company formed in 2011. During his career, Mr. Chadha
has been a cofounder of technology companies in the fields of metro
optical networks, systems-on-silicon, and communications. Mr.
Chadha previously participated in director and executive roles in
portfolio companies of HGM, and currently holds and manages
investments in evolving financial technology, health technology and
AI industries. Mr. Chadha holds a B.S. degree in Electrical
Engineering from the Punjab Engineering College, India.
In connection with Mr. Chadha's appointment, Exela entered into a
letter agreement with Mr. Chadha, which provides for a term
expiring on Dec. 31, 2023. While employed, Mr. Chadha will be paid
a base salary at an annual rate of $1 million. During the term,
Mr. Chadha is also eligible to earn an annual bonus equal to up to
200% of his base salary (pro-rated for 2021), subject to the
achievement of applicable performance objectives, payable no later
than March 15th of the year following the calendar year to which
the bonus relates, and subject to his continued employment with
Exela through the last day of the calendar year to which bonus
relates. Mr. Chadha's annual bonus may be payable in cash, common
stock of Exela or a mix of cash and common stock. If Mr. Chadha's
employment is terminated at any time by Exela without "cause" (as
defined in the agreement), he will remain eligible to receive an
unprorated bonus for the year in which such qualifying termination
occurs, determined based on actual performance. The agreement also
subjects Mr. Chadha to an indefinite confidentiality provision and
covenant not to solicit Exela's employees or customers during the
term of his employment. As executive chairman, Mr. Chadha will no
longer be eligible to earn any cash fees under Exela's non-employee
director compensation policy, and will remain eligible to earn any
equity award he would have received as non-employee director in
respect of service during 2021 while engaged as the Executive
Chairman.
Upon his appointment, Mr. Chadha also received 8,500,000
"performance units", which are notional units representing the
right to receive one share of common stock of Exela (or the cash
value of one share of common stock) which may be earned upon the
achievement of the performance metrics. The acquisition of the
performance units was unanimously approved by the Board of
Directors of Exela other than Mr. Chadha, who recused himself from
the discussion, including each of the independent directors. Until
such time that Exela obtains the approval of the stockholders of
the company regarding an increase to the number of shares
authorized for issuance under its 2018 Stock Incentive Plan in
accordance with NASDAQ Listing Rule 5635(a), Mr. Chadha's
performance units will be settled in cash, and following such
shareholder approval, at the election of the compensation committee
of Exela, may be settled in cash or in shares of common stock of
the company. In addition, until such time that the increase to the
share reserve is approved, the performance units will be subject to
the terms and conditions of the Equity Plan as though granted
thereunder, but will not be considered an award that is outstanding
under the plan, and following such time that the plan amendment is
approved, will constitute an award under the Equity Plan. Mr.
Chadha is also entitled to dividend equivalents in respect of any
dividends paid, which will be subject to the same vesting and
settlement terms as the performance units to which they relate.
Mr. Chadha will vest in one-half of the performance units if at any
time following the appointment date and prior to June 30, 2024, the
volume weighted average of the reported closing prices of Exela's
common stock is $10 per share of common stock or greater on (x) 60
consecutive trading days or (y) 90 non-consecutive trading days in
any period of 180 days. In addition, Mr. Chadha will vest in the
remaining one-half of the performance units if at any time
following the appointment date and prior to June 30, 2025, the
volume weighted average of the reported closing prices of the
Exela's common stock is $20 per share of common stock or greater on
(x) 60 consecutive trading days or (y) 90 non-consecutive trading
days in any period of 180 days. Mr. Chadha will remain eligible to
earn his performance units so long as he remains employed with the
Exela as Executive Chairman through Dec. 31, 2023 and following
such date he remains engaged with the company in any capacity,
including as a non-employee director. Any Tranche 1 Performance
Units and Tranche 2 Performance Units that are not earned by June
30, 2024 and June 30, 2025, respectively, will be forfeited for no
consideration and will no longer be eligible to vest.
Mr. Chadha's performance units will remain eligible to vest based
on the stock price criteria above if his employment is terminated
by Exela without "cause" prior to Dec. 31, 2023, or his employment
is terminated due to death or disability, in which case the
requirement of continued service will be deemed met. In addition,
if a "change in control" (as defined in the Equity Plan) occurs
prior to the applicable expiration date, if the performance units
are assumed by the acquiror, the units will remain outstanding and
eligible to vest based solely on Mr. Chadha's continued service to
Exela. If in connection with such change in control the
performance units are not assumed by an acquiror, a number of
performance units will vest based on the per share price paid in
the transaction, with 0% vesting if the per share price is equal to
or less than $2.00 per share, and 100% of the Tranche 1 PSUs
vesting if the per share price is equal to or greater than $10 and
100% of the Tranche 2 PSUs vesting if the per share price is equal
to or greater than $20, and a number of Tranche 1 PSUs and Tranche
2 PSUs vesting determined based on a straight line interpolation if
the share price is between $2.00 and $10.00 or $20.00,
respectively. In addition, if there is a change in control that is
principally negotiated and approved by, and recommended to Exela's
shareholders by, a special committee of independent directors which
committee does not include Mr. Chadha, and neither Mr. Chadha or
any of its affiliates is directly or indirectly an equity holder of
the acquiring company, and the Tranche 1 PSUs are not assumed by an
acquiror in connection with such transaction, all of his then
unvested Tranche 1 PSUs will vest, and the Tranche 2 PSUs would be
eligible for the pro rata vesting.
About Exela
Exela Technologies is a business process automation (BPA) company,
leveraging a global footprint and proprietary technology to provide
digital transformation solutions enhancing quality, productivity,
and end-user experience. With decades of experience operating
mission-critical processes, Exela serves a growing roster of more
than 4,000 customers throughout 50 countries, including over 60% of
the Fortune 100. With foundational technologies spanning
information management, workflow automation, and integrated
communications, Exela's software and services include
multi-industry department solution suites addressing finance and
accounting, human capital management, and legal management, as well
as industry-specific solutions for banking, healthcare, insurance,
and public sectors.
Exela reported a net loss of $178.53 million in 2020, a net loss of
$509.12 million in 2019, and a net loss of $169.81 million in 2018.
As of June 30, 2021, the Company had $1.09 billion in total assets,
$2.03 billion in total liabilities, and a total stockholders'
deficit of $943.27 million.
* * *
As reported by the TCR on July 20, 2021, S&P Global Ratings
affirmed its 'CCC-' issuer credit rating on Exela Technologies Inc,
Texas-based business process automation company. S&P said, "The
negative outlook reflects that we expect Exela to undertake a
distressed debt exchange (which we would view as tantamount to a
default). This is based on the company's recent equity capital
raise, high debt service costs, and stated intention to use the
equity proceeds to reduce its debt, which is currently trading at
discounted levels.
EXPO CONSTRUCTION: Oct. 21 Plan Confirmation Hearing Set
--------------------------------------------------------
On Aug. 6, 2021, debtor Expo Construction Group, LLC, filed with
the U.S. Bankruptcy Court for the Southern District of Texas a
disclosure statement referring to a plan.
On Sept. 14, 2021, Judge Eduardo Rodriguez approved the Disclosure
Statement and ordered that:
* Oct. 21, 2021, at 9:00 a.m. before the United States
Bankruptcy Court, Southern District of Texas, Houston Division is
the hearing on Debtor’s Plan of Reorganization.
* Oct. 14, 2021, is the deadline for filing and serving
written objections to confirmation of the Plan.
* Oct. 18, 2021, is the deadline for filing ballots accepting
or rejecting the Plan.
A copy of the order dated September 14, 2021, is available at
https://bit.ly/2XDYLyf from PacerMonitor.com at no charge.
About Expo Construction Group
Expo Construction Group, LLC, a Houston-based general contractor,
filed a voluntary petition for relief under Chapter 11 of the
United States Code (Bankr. S.D. Tex. Case No. 20-34099) on Aug. 18,
2020. Melida Taveras, a managing member, signed the petition. At
the time of filing, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The Law
Office of Margaret M. McClure serves as the Debtor's legal counsel.
FABMETALS INC: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
FabMetals, Inc. asks the U.S. Bankruptcy Court for the Southern
District of Ohio, Western Division, for authority to, among other
things, use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to continue funding
its necessary business expenses and to fund the costs associated
with the administration of the Chapter 11 Case.
The Debtor commenced this case with the goal of restructuring its
secured and unsecured debt in such a manner that provides maximum
return to the creditor constituents while maintaining operations.
The Debtor entered into a loan wherein Park National Bank is the
current first-position lender of record.
PNB holds a first priority interest in Cash Collateral with a value
of $664,240 and Prepetition Collateral excluding Cash Collateral
with a value of $705,000.
The debt owed to PNB and secured by the Prepetition Collateral
consists of $699,301.29 in the form of a Line of Credit and
$7,936.71 in the form of credit card draws that are believed to be
secured by the Prepetition collateral, for a total indebtedness of
$707,238.
The Debtor asserts no other creditor has a lien on the Cash
Collateral. As such, the value of the Prepetition Collateral is
nearly two times the secured debt owed to PNB even when using
conservative numbers for valuation.
The Debtor contends that adequate Protection is provided to PNB:
-- since the Debtor will make the contractually required
interest payments towards the Loans;
-- by the Debtor only spending cash collateral in accordance
with business needs and not making any payments on pre-petition
debts (other than as otherwise authorized by the Court) and not
making dividend distributions to the owners of the Debtor; and
-- by the re-granting of the pre-petition security interests.
A copy of the motion is available at https://bit.ly/3tQQe6L from
PacerMonitor.com.
About FabMetals, Inc.
FabMetals, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 3:21-bk-31583) on
September 17, 2021. In the petition signed by Tommy Hensley,
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
Patricia J. Friesinger, Esq. at Coolidge Wall Co., L.P.A. is the
Debtor' s counsel.
FERRELLGAS PARTNERS: To Give Cash Reward to Prudential
------------------------------------------------------
Allison McNeely, writing for Bloomberg News, reports that
Ferrellgas Partners LP will pay out nearly $50 million in cash to
former creditors that took a stake in the propane supplier through
its bankruptcy filing, according to a securities filing.
The holding company will award $38.46 per Class B unit on Oct. 8 to
all holders as of Sept. 24, 2021 for a total cost of $49.9 million,
according to the filing. Top holders of the Class B units include
Prudential Financial Inc. as of September 17, 2021 and Fidelity
Investments as of July 31, according to Bloomberg data.
About Ferrellgas Partners LP
Ferrellgas Partners, L.P., through its operating partnership,
Ferrellgas, L.P., and subsidiaries, serves propane customers in all
50 states, the District of Columbia, and Puerto Rico. Ferrellgas
employees indirectly own 22.8 million common units of the
partnership, through an employee stock ownership plan. On the Web:
http://www.ferrellgas.com/
Ferrellgas Partners LP and Ferrellgas Partners Finance filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 21-10021 and 21-10020) on Jan. 11,
2021. James E. Ferrell, chief executive officer and president,
signed the petitions.
At the time of the filing, Ferrellgas Partners, LP was estimated to
while Ferrellgas Partners Finance was estimated to have less than
$50,000 in assets and $100 million to $500 million in liabilities.
Judge Mary F. Walrath oversees the cases.
Squire Patton Boggs (US) LLP served as legal counsel to Ferrellgas
and Moelis & Company LLC served as financial advisor and placement
agent.
Chipman, Brown, Cicero & Cole, LLP, is the local bankruptcy
counsel.
Ryniker Consultants is the financial advisor. Prime Clerk LLC is
the claims, noticing & solicitation agent.
Davis Polk & Wardwell LLP as legal counsel and Ducera Partners LLC
as financial advisor advised the ad hoc group of holders of the
Holdings Notes.
Sullivan & Cromwell LLP served as legal counsel to Ares.
FLEXIBLE FUNDING: Hits Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Flexible Funding filed for Chapter 11 bankruptcy protection without
stating a reason.
In its bare-bones Chapter 11 petition, filed in the Northern
District of Texas court, the company estimated liabilities and
assets between $100 million and $500 million.
According to a filing, there is no corporation that directly or
indirectly owns 10% or more of any class of the Debtor's equity
interests.
Flexible Funding is a privately funded boutique lender providing
bespoke "asset backed" short-term funding solutions.
According to Web site FlexibleFund.com, Flexible Funding has been
providing payroll funding for staffing agencies nationally since
1992. Flexible Funding is the go-to payroll-financing choice for
staffing agencies -- from startups to established companies with
over $1,000,000 per week in sales.
Flexible Funding Ltd. sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 21-42215) on Sept. 19, 2021. In its petition,
Flexible estimated assets of between $100 million and $500 million
and estimated liabilities between $100 million and $500 million.
Affiliate Instapay Flexible LLC also sought Chapter 11 bankruptcy
(Case No. 21-42214).
The Debtors' counsel:
Jeff P. Prostok
Forshey & Prostok, LLP
Tel: 817-877-8855
E-mail: jprostok@forsheyprostok.com
Lynda L. Lankford
Forshey & Prostok, LLP
Tel: 817-878-2022
E-mail: llankford@forsheyprostok.com
FREDERICK LLC: Seeks Approval to Hire Kushi & Co. as Accountant
---------------------------------------------------------------
The Frederick, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to employ Kushi & Co., P.C. as
its accountant.
The firm's services include:
a. oversight of the internal accounting systems employed by
the Debtor;
b. preparation of federal and state tax returns;
c. preparation of audited year-end financial statements;
d. assistance to the Debtor and other professionals employed
in its Chapter 11 case to prepare a plan of reorganization; and
e. other services such as financial analysis, projections and
tax services.
The firm will be paid at its standard hourly rates and will receive
reimbursement for work-related expenses incurred.
Kushi & Co. is a disinterested person within the meaning of 11
U.S.C. 101(14), according to court filings.
The firm can be reached through:
Raymond T. Kushi, Jr., CPA
Kushi & Co., P.C.
21 Henry Avenue
Pittsfield, MA 10201
Tel: (413) 443-4731
About Frederick LLC
The Frederick, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
21-30240) on June 28, 2021, listing as much as $10 million in both
assets and liabilities. Scott M. Shortt, manager, signed the
petition.
Judge Elizabeth D. Katz oversees the case.
Fitzgerald Attorneys at Law, PC and Kushi & Co., P.C. serve as the
Debtor's legal counsel and accountant, respectively.
FTE NETWORKS: CEO Issues Letter to Shareholders
-----------------------------------------------
FTE Networks, Inc. issued a shareholder update on Sept. 17, 2021.
The full text of the letter from interim CEO Michael P. Beys
follows.
Dear Shareholders:
Since my last shareholder update on April 15, 2021, the Company has
continued to make progress—albeit slower than expected—in
moving its business forward and is finally beginning to emerge from
an unfortunate chapter in the Company's history involving prior FTE
management. It has now been almost two years since I stepped into
my role as interim CEO and the Company remains focused on
preserving value for FTE shareholders, which primarily resides in
the success of US Home Rentals (USHR), the Company's real estate
subsidiary. We have improved corporate governance procedures and
are diligently resolving an enormous backlog of legacy disputes,
litigation, and issues associated with prior management and with
USHR's real estate portfolio. Our goal of having our common stock
resume trading on a stock exchange has been significantly delayed
due to ongoing financial constraints but it continues to be a key
goal for the Company.
Criminal and Civil Charges Against Prior Management
On July 15, 2021, the U.S. Department of Justice and the Manhattan
District Attorney's Office filed criminal charges and the U.S.
Securities and Exchange Commission filed civil charges against
Michael Palleschi, FTE's former CEO, and David Lethem, FTE's former
CFO, alleging that they engaged in a multi-year,
multi-million-dollar fraud. Among other things, the government
alleged that Palleschi and Lethem directed the Company's issuance
of almost $23 million in convertible notes and then concealed the
notes from, among others, FTE's investors and in-house and external
accountants. The government also alleged that Palleschi and Lethem
misappropriated millions of dollars of Company funds to pay for
personal expenses, including luxury car leases, private jet
services, and unauthorized salary increases.
The Company has cooperated extensively in the government
investigations and intends to continue to cooperate in the future.
Update on Claims Against MCA Lenders
In the wake of these charges, FTE has also taken steps to recover
damages from certain merchant cash advance (MCA) lenders and is
currently pursuing litigation against numerous entities that
provided unauthorized financing to FTE during the period 2017-2018.
On August 30, 2021, Lateral Juscom Feeder, LLC, as assignee of
these legal claims from FTE, filed its first action against a group
of these entities seeking more than $35 million in damages and
fees. The claims asserted were for breach of contract and the
collection of an unlawful debt under 18 U.S.C. Section 1964. FTE
is still investigating other similar claims and anticipates filing
a series of similar actions by December 31, 2021. We anticipate
those actions will seek damages and fees in excess of $85 million.
Update on Operations, our Market and Liquidity
The Company has engaged its two major real estate lenders in
preliminary discussions regarding potential resolutions to the
default notices issued on more than $90MM in real estate debt. The
Company hopes to reach amicable settlements with these two lenders;
however, no assurances can be given as to the Company's success in
this regard.
National home values have increased upwards of 30 percent since FTE
acquired the home portfolio from Vision Property Management in
December 2019. We believe the value of the home portfolio has
increased since the date of acquisition and the potential equity
value of the real estate portfolio appears to be above the value of
the outstanding debt. We believe that the success of our strategy
with this home portfolio lays the foundation for FTE shareholders
to recover substantial equity value, but significant obstacles
remain to unlock that value.
FTE remains severely cash constrained. The impact of the
aforementioned lender defaults, key staff departures, and the
extended rent relief offered to our customers during the COVID-19
pandemic has compounded our liquidity issues and has made it
extremely difficult to gain significant traction on our reporting
obligations with the Securities and Exchange Commission (SEC).
Nevertheless, we remain committed to negotiating payment plans and
forbearances with our lenders and vendors as well as bringing our
year-to-date financials current -- an essential requirement to
resuming trading on a stock exchange.
Outlook for Remainder of 2021
Our goal is to run a national-scale single family home rental (SFR)
business. As noted in my previous updates, even with the current
pandemic, we remain optimistic on the market outlook for SFR,
specifically in underserved areas. USHR's portfolio, largely
concentrated in these underserved areas, represents a distinct
advantage and an opportunity to improve the consumer's experience
while simultaneously growing the Company's value as a provider of
affordable housing in tier 3 and tier 4 markets nationwide.
We realize that FTE shareholders may still have questions about the
Company's future and direction, which is why the Company plans to
host a conference call sometime before the end of the year.
Further details regarding the timing and logistics of this call
will be available to the public at a later date.
In closing, FTE's Board of Directors and I appreciate the support
and patience of all the Company's stakeholders, as well as your
interest in what lies ahead.
Sincerely,
Michael P. Beys
Interim CEO
About FTE Networks
Formerly known as Beacon Enterprise Solutions Group, FTE Networks,
Inc. -- http://www.ftenet.com-- through its subsidiary US Home
Rentals LLC, owns, operates and invests in affordable rental
housing in tier 3 and 4 markets. Single family home rentals (SFR)
is a large, growing and attractive market. Nationally, home
rentals are growing faster than home ownership. With a portfolio
of approximately 2,900 affordable rental homes across the United
States, FTE is one of the few companies with an established
portfolio of assets for the affordable rental housing market.
FTE Networks reported a net loss of $15.44 million for the year
ended Dec. 31, 2019, compared to a net loss of $46.59 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$235.43 million in total assets, $160.81 million in total
liabilities, and $74.63 million in total stockholders' equity.
GALAXY NEXT: Incurs $24.4 Million Net Loss in FY Ended June 30
--------------------------------------------------------------
Galaxy Next Generation, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$24.43 million on $3.77 million of revenues for the year ended June
30, 2021, compared to a net loss of $14.03 million on $2.32 million
of revenues for the year ended June 30, 2020.
As of June 30, 2021, the Company had $7.33 million in total assets,
$8.76 million in total liabilities, and a total stockholders'
deficit of $1.44 million.
Indianapolis, Indiana-based Somerset CPAs PC, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated Sept. 16, 2021, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raises substantial doubt about its ability to continue as a
going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1127993/000109181821000119/gaxy10k0621.htm
About Galaxy Next Generation
Headquartered in Toccoa, Georgia, Galaxy Next Generation, Inc. --
http://www.galaxynext.us-- is a manufacturer and distributor of
interactive learning technologies and enhanced audio solutions. It
develops both hardware and software that allows the presenter and
participant to engage in a fully collaborative instructional
environment.
GREENSKY INC: Moody's Puts B2 CFR Under Review for Upgrade
----------------------------------------------------------
Moody's Investors Service placed the credit ratings of GreenSky,
Inc. on review for upgrade, including the B2 Corporate Family
Rating and the B2 senior secured credit facilities rating. The
rating action follows Goldman Sachs's and GreenSky's announcement
(1) that they have entered into an agreement under which The
Goldman Sachs Group, Inc. (A2) will acquire GreenSky in a
transaction valued at $2.24 billion. Closing of the transaction is
subject to approval by GreenSky's stockholders, receipt of
regulatory approvals and other customary closing conditions. The
transaction is expected to close in the fourth quarter of 2021 or
first quarter of 2022.
The following rating actions were taken:
On Review for Upgrade:
Issuer: GreenSky, Inc.
Corporate Family Rating, Placed on Review for Upgrade, currently
B2
Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD
Senior Secured Bank Credit Facility, Placed on Review for Upgrade,
currently B2 (LGD3)
Outlook Actions:
Issuer: GreenSky, Inc.
Outlook, Changed To Rating Under Review From Negative
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE
Moody's review of the transaction will focus on the likelihood of
the transaction closing. To the extent that all of the rated debt
of GreenSky is repaid as part of the transaction, Moody's would
expect to withdraw GreenSky's ratings following the closing. The
Speculative Grade Liquidity rating of SGL-2 is unchanged at this
time and would also be withdrawn at closing.
GreenSky's credit profile is supported by solid demand for its
services driven by value added to merchants and consumer,
productive merchant partnerships and a differentiated technology
platform. The credit profile is also supported by an unrestricted
cash balance of over $200 million as of June 2021. The credit
profile is constrained by significant volatility of margins and
free cash flow generation driven by costs associated with securing
loan funding in its business model. However, the contemplated
acquisition by Goldman Sachs is likely to resolve the funding
complexity.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
With revenues of $526 million in 2020, GreenSky is a provider of
point-of-sale consumer credit financing for merchants in home
improvement and elective healthcare industries.
GRUPO AEROMEXICO: Plan Filing Deadline Extended to Oct. 8
---------------------------------------------------------
Justin Villamil of Bloomberg News reports that U.S. Bankruptcy
Judge Shelley Chapman granted Aeromexico's motion to extend the
exclusive filing deadline of its Chapter 11 plan to Oct. 8, 2021.
The court did not rule on a separate motion regarding the
assumption of an aircraft lease.
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.
GTT COMMUNICATIONS: Completes Sale of Infra Division to I Squared
-----------------------------------------------------------------
GTT Communications, Inc. has completed the sale of its
infrastructure division to I Squared Capital. The division
consists of a pan-European, North American, and subsea fiber
network and data center assets and associated infrastructure
services provided to customers.
"This is a major milestone for GTT as we move away from
infrastructure ownership and maintenance to deepen our focus on
serving the global enterprise market with a full array of cloud
networking and managed solutions that include SD-WAN, security,
internet, voice and other vital telecommunication services that
enable digital business," stated Ernie Ortega, GTT CEO. "We have a
great team of employees and a company culture that is responsive to
the needs of our customers, coupled with an industry-leading
internet backbone and a product roadmap aligned to trending market
demand. I am confident that our sharper strategic focus will enable
us to better serve our customers."
"The differentiated fiber and data center assets acquired through
this purchase from GTT are a valuable addition to our global
digital infrastructure investments," said Gautam Bhandari, managing
partner at I Squared Capital. "We are excited about the
opportunity to invest and build on this rich set of digital
infrastructure capabilities to serve the increasing market demand
for high performance networks. We welcome the talented team from
GTT to EXA Infrastructure, the newly named independent operating
company."
Credit Suisse and Goldman Sachs served as GTT's financial advisors
and Goodwin Procter LLP served as GTT’s legal advisors on the
transaction.
About GTT
Headquartered in McLean, Virginia, GTT Communications, Inc. --
www.gtt.net -- owns and operates a global Tier 1 internet network
and provides a comprehensive suite of cloud networking services.
* * *
As reported by the TCR on July 5, 2021, S&P Global Ratings lowered
its issuer credit rating on U.S.-based internet protocol network
operator GTT Communications Inc. to 'SD' (selective default) from
'CCC-' and the issue-level rating on its unsecured notes to 'D'
from 'C'. The downgrade follows GTT's recent announcement that it
failed to make a $22.6 million interest payment on its 7.875%
unsecured notes due in 2024.
In December 2020, Moody's Investors Service downgraded GTT
Communications, Inc's corporate family rating to Caa2 from B3.
The
downgrade reflects the continued delays in the company reaching an
agreement with its lenders over a long-term cure of its reporting
requirements which GTT is in breach of due to recently discovered
accounting issues which have led to the company being unable to
file its Q2 and Q3 financial reports.
HARMAN PRESS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Harman Press Inc.
6840 Vineland Ave.
North Hollywood, CA 91605
Business Description: The Harman Press Inc. is a commercial
printing shop in North Hollywood, CA. The
Harman Press' clients include the
entertainment industry, healthcare industry,
and national businesses.
Chapter 11 Petition Date: September 20, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-11544
Judge: Hon. Maureen Tighe
Debtor's Counsel: Thomas B. Ure, Esq.
URE LAW FIRM
800 West 6th Street, Suite 940
Los Angeles, CA 90017
Tel: 213-202-6070
Fax: 213-202-6075
Email: tom@urelawfirm.com
Total Assets: $1,747,990
Total Liabilities: $1,973,146
The petition was signed by Philip Goldner as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/D7LCWUY/The_Harman_Press_Inc__cacbke-21-11544__0001.0.pdf?mcid=tGE4TAMA
HARMAN PRESS: North Hollywood Printing Shop in Chapter 11
---------------------------------------------------------
The Harman Press Inc. has sought Chapter 11 protection without
stating a reason.
According to its Web site harmanpress.com, The Harman Press is a
commercial printing shop located north of Los Angeles in the city
of North Hollywood. Leading the way in Graphics Communications in
the Digital Age, The Harman Press has been family-owned for three
generations since 1943, The Harman Press counts clients in the
entertainment industry such as Universal Studios, and is known in
political circles as a union-certified political printing provider
for local, state and national campaigns.
Clients include healthcare giant Kaiser Permanente, the major
Hollywood studios such as Comcast Universal, and many national
businesses. The Harman Press re-located in 2013 from its longtime
address in Hollywood to its current facility in the San Fernando
Valley. The Harman Press is proud to be a union shop, a member of
Teamsters Local 572, ensuring quality, dependability and workplace
fairness.
In schedules attached to the petition, the Debtor disclosed $1.748
million in assets, with Federal and State NOLs accounting for
$1.452 million. It disclosed $1.973 million in liabilities, $1.946
million of which are unsecured.
Gross revenue in the fiscal year July 1, 2020 to June 30, 2021 was
$4.085 million, compared with $5.689 million in the prior fiscal
year. Revenue from July 1, 2021 to Sept. 14, 2021 was $170,497.
The owners of the company are Phillip Goldner (38%), Fred Goldner
(37%), Debra Wilson (23%), and Joseph Watson (2%), who also hold
executive positions in the company.
The Harman Press Inc. filed a voluntary petition under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
21-11544) on Sept. 20, 2021.
Thomas B. Ure, Esq., at the Ure Law Firm is the Debtor's counsel.
HARRIS CRC: Gets OK to Hire Swindell Law Firm as Bankruptcy Counsel
-------------------------------------------------------------------
Harris CRC, Inc. received approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire Swindell Law Firm to
serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) preparing legal papers necessary to comply with the
requisites of the Bankruptcy Code and Bankruptcy Rules;
(b) advising the Debtor regarding the preparation of operating
reports, motions to use cash collateral or sell assets, and Chapter
11 plan; and
(c) providing all other legal services ordinarily associated
with the bankruptcy case.
The Debtor will pay an hourly fee of $350 to Patrick Swindell,
Esq., and $150 to paralegals.
Prior to the Debtor's bankruptcy filing, Mr. Swindell received a
retainer fee in the sum of $16,500.00.
Mr. Swindell disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Patrick A. Swindell, Esq.
Swindell Law Firm
1619 S. Kentucky St., Suite B202
Amarillo, TX 79102
Telephone: (806) 374-7979
Fax: (806) 374-9191
Email: pat@swindellandassociates.com
About Harris CRC Inc.
Harris CRC, Inc. owns and operates a construction company in
Stinnett, Texas that builds steel or metal buildings.
On July 12, 2021, Harris CRC and Michael Harris, the company's
president, filed petitions under Subchapter V of Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 21-20161). Judge
Robert L. Jones oversees the cases.
At the time of the filing, Harris CRC listed as much as $500,000 in
both assets and liabilities. Harris CRC is represented by Swindell
Law Firm.
Happy State Bank, as lender, is represented by:
Burdett, Morgan, Williamson and Boykin, LLP
701 S Taylor, Ste. 440
Amarillo, TX 79101
HARVEST MIDSTREAM I: Fitch Affirms 'BB-' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Harvest Midstream I, L.P.'s (HMI)
Long-Term Issuer Default Rating (IDR) at 'BB-' and the senior
unsecured notes at 'BB-'/'RR4'. The Rating Outlook is Stable.
The ratings reflect HMI's modest leverage, good liquidity, moderate
diversity of cash flows, which are predominantly underpinned from
its affiliate and primary counterparty, Hilcorp (NR) and limited
size and scale. Performance is expected to be driven by natural gas
and crude oil production from two mature basins, San Juan and
Alaska, which have limited prospects of production growth. Against
the challenges of working in mature basins, future growth of the
partnership is dependent on inorganic acquisitions of profitable
assets. The ratings also consider some commodity price risk that
exists in the contract portfolio, which is not actively hedged, and
may represent a drag on the business in unexpectedly and severe
negatively affected downside cases.
KEY RATING DRIVERS
Counterparty Exposure/Concentration Risk: HMI has diverse customer
base of about 80 customers but remains exposed to counterparty risk
as the majority of its revenues are from non-investment grade or
unrated counterparties, which contributed approximately 90%-95% of
its 1H21 revenues. Fitch views the high-yield E&P companies lack
the size and geographic breadth and do not have the same downside
protection as their investment grade peers, and therefore exposed
to greater risk in volatile commodities price environment. HMI's
broader risk remains aligned to its E&P affiliates, Hilcorp Energy
I, L.P. (NR) and Hilcorp San Juan (NR), its largest counterparties,
which represented almost 80% of HMI's 1H21 revenues. Counterparty
exposure to Hilcorp has increased with the acquisition of the BP
Alaska midstream assets in December 2020. Fitch believes that
having Hilcorp as its major customer is generally positive to HMI's
credit profile until it adds more investment grade counterparties
that make meaningful contribution to overall EBITDA.
Volumetric Risk Prevails Within Portfolio: HMI's operations are
primarily underpinned by fixed-fee contracts and regulated cost of
service assets, with minimal minimum volume commitments. For 2020,
approximately 86% of the net revenues were from fixed fee. With the
addition of the 49.1% interest in Trans Alaska Pipeline System
(TAPS), the fee-based proportion is expected to increase to low
-mid 90%, thereby reducing its direct commodity-based exposure.
HMI, however, continues to be subject to volumetric risk associated
with the domestic production and demand for natural gas and natural
gas liquids extracted primarily from the Four Corners region of the
San Juan basin. While activity returned in the basin starting 3Q20
and natural gas prices have thus far been constructive, should
customer activity fall and in turn volumes are pressured, HMI's
throughput may be impacted, a risk Fitch expects to remain over
rating horizon.
Size and Scale: The partnership is geographically diversified, with
presence in five distinct areas spread across the U.S., although
much of the assets and operations concentration is limited to the
San Juan basin, which is expected to contribute roughly 40%-42% of
2021 expected EBITDA. Post-acquisition of BP midstream assets in
Alaska, this region is another important focus area for HMI with
approximately another 38%-40% of 2021 expected EBITDA expected to
be contributed from this basin. Fitch views this operational
concentration and modest size makes HMI vulnerable to an outsized
event or pronounced slowdown in the region.
Modest Leverage Provides Flexibility: HMI has low leverage and good
interest coverage relative to midstream peers. Leverage as of YE
2020 was 3.9x, lower than Fitch's previous estimate range between
4.5x-4.8x as a result of stronger than expected volumes in 2020 and
close of the Alaska midstream transaction in mid-December 2020. LTM
leverage as of June 30, 2021 was 2.9x supported primarily with
EBITDA from TAPS and higher production against the backdrop of
improved market conditions. Fitch expects leverage in the range of
2.7x-2.9x at YE 2021 and between 2.9x-3.1x as of YE 2022, barring
unforeseen events such as increases in spending or acquisition.
Management has stated that they may continue to pursue accretive
acquisitions to increase scale. Fitch expects HMI to balance
distributions and M&A activity, and remain within leverage targets
of 3.0x-3.5x (according to HMI's definition of leverage). Fitch
believes leverage is critical to HMI's credit profile due to the
partnership's concentrated customer exposure and presence in mature
conventional basins.
Supportive Affiliate in Near Term: Under common ownership, HMI
supports Hilcorp with midstream services, handling significant
portion of Hilcorp's production. As part of its strategy for
greater alignment, Hilcorp also transferred Harvest Alaska to HMI
in January 2020 at no cost. This further highlights Hilcorp's
commitment in supporting HMI's growth going forward as Hilcorp
continues to acquire assets. Given that Hilcorp directly benefits
from the sustainable growth of HMI, Fitch views that HMI will
continue to benefit from Hilcorp's support in the near to
intermediate term.
DERIVATION SUMMARY
HMI is a medium-sized midstream partnership. The partnership may be
distinguished from gathering and processing (G&P) companies with
similar levels of indebtedness by HMI's presence in several
operating regions including the San Juan basin, the Alaskan North
Slope and Alaska Cook Inlet, South Texas, and the Gulf Coast of
Louisiana. HMI benefits from the diversity provided by its joint
venture associations in the Texas, Louisiana and Utica. Many other
similar sized G&P companies are heavily concentrated in only one
producing basin.
Given HMI's regional diversity, commodity focus, and contract mix,
DCP Midstream Operating, LP (DCP; BB+/Stable) is the closest
comparable for HMI. DCP is bigger in size based on pro forma
EBITDA. EBITDA is expected to be over $1 billion with footprint
across some of the key gas producing regions like the DJ, Permian,
Midcontinent and Eagle Ford basins. DCP's 2021 leverage is expected
to around 5.0x-5.2x. Fitch expects HMI's YE 2021 leverage in the
range of 2.7x-2.9x and in the range of 2.9x-3.1x at YE 2022.
However, leverage metrics are not the primary driver of rating
differences between the two issuers since DCP's rating is also
influenced by its size and scale.
Blue Racer Midstream LLC (IDR: B+/ Stable) is similar in size to
HMI in terms of revenue and EBITDA post acquisition, under fixed
fee, MVC contracts, high but declining leverage, and benefits from
the strategic location of its midstream assets within the
Appalachian basin. Leverage metrics of Blue Racer for YE 2021 is
expected to drop below 4.5x and further fall below 4.0x by mid-late
2022. Blue Racer is, however, limited by its single-basin focus,
counterparty risks and limited diversity of operations. HMI, is
rated one notch above Blue Racer as some of the benefits of being
based in the prolific Appalachian is offset by lack of basin
diversity. HMI, on the other hand, benefits from basin diversity
but in mature plays and has better leverage metrics.
KEY ASSUMPTIONS
-- Fitch Price Deck for Henry Hub prices of $3.40/Mcf in 2021,
$2.75/ Mcf in 2022 and $2.45/Mcf thereafter;
-- Fitch price deck for West Texas Intermediate (WTI) oil price
of $60/bbl in 2021, $52/ bbl in 2022 and $50/ bbl thereafter;
-- Capex and distributions for 2021 in line with management
guidance;
-- Refinancing of 2023 revolving credit facilities with similar
terms;
-- No asset acquisitions or disposals assumed.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Increase in scale and/ or improvement to counterparty credit
profile, with leverage (total debt/operating EBITDA) expected
to be maintained below 3.5x on a sustained basis;
-- Material change to earnings stability profile in terms of
greater proportion of EBITDA derived from high growth basins
and/or decreased volumetric exposure.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Meaningful deterioration in customer credit quality or an
event that has a material negative effect on Hilcorp's credit
profile or operations, so long as Hilcorp remains a
significant counterparty;
-- Any change in business environment, either in terms of volumes
or otherwise, in key operational regions of Alaska and Four
Corners basin;
-- Leverage (total debt-to-operating EBITDA) above 4.5x on a
sustained basis;
-- Material change to contractual arrangement and operating
practices that negatively impacts HMI's cash flow or earnings
profile;
-- Increases in capital spending and/ or funding for acquisitions
beyond Fitch's expectation that have negative consequences for
credit profile (e.g. if not funded with a balance of debt and
equity);
-- Reduced liquidity and/ or inability to refinance the secured
revolver due 2023 proactively.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Fitch considers HMI's liquidity to be adequate in the near term.
The bank agreement for the revolver has financial covenants:
maximum total net leverage ratio of 5.25x, net secured leverage
ratio of 3.50x and a minimum interest coverage ratio of 3.0x. As of
June 30, 2021, HMI was in compliance with its covenants and Fitch
expects HMI to maintain compliance with its covenants in the near
to intermediate term.
Debt Maturity Profile: The revolver matures in October 2023 and the
unsecured 7.50% notes are due September 2028.
ESG CONSIDERATIONS:
HMI has an ESG Relevance Score of '4' for Group Structure due to
somewhat complex group structure. Group structure considerations
have an elevated scope for HMI given inter-family/related party
transactions with affiliate companies. 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. ESG issues are credit neutral
or have only a minimal credit impact on the entity, either due to
their nature or the way in which they are being managed by the
entity.
ISSUER PROFILE
Harvest Midstream I, L.P. is a privately held midstream services
partnership based in Houston that owns and holds interests in
natural gas and crude oil pipelines, gas processing and treating
plants, facilities and related equipment with presence in five
geographic locations in North America, namely Alaska, the San Juan
basin in Colorado and New Mexico, Louisiana, Ohio, Pennsylvania and
Texas.
HOME AGAIN: Case Summary & 6 Unsecured Creditors
------------------------------------------------
Debtor: Home Again Living, LLC
523 East 11th Avenue
Duluth, MN 55805
Business Description: Home Again Living, LLC is a Single Asset
Real Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: September 20, 2021
Court: United States Bankruptcy Court
Western District of Wisconsin
Case No.: 21-11950
Debtor's Counsel: Joshua D. Christianson, Esq.
CHRISTIANSON & FREUND, LLC
920 S. Farwell Street, Ste. 1800
P.O. Box 222
Eau Claire, WI 54702-0222
Tel: 715-832-1800
Email: lawfirm@cf.legal
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Carl Green as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/QOXY2QQ/Home_Again_Living_LLC_Superior__wiwbke-21-11950__0001.0.pdf?mcid=tGE4TAMA
HOOT THE DOG FIVE: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: Hoot The Dog Five, LLC
741 Bayway Blvd.
Clearwater Beach, FL 33767
Chapter 11 Petition Date: September 20, 2021
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 21-04803
Debtor's Counsel: Jake C. Blanchard, Esq.
BLANCHARD LAW, P.A.
1501 Belcher Road South
Unit 6B
Largo, FL 33771
Tel: 727-531-7068
Fax: 727-535-2066
Email: jake@jakeblanchardlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jay Thomas, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/WGUA2MI/Hoot_The_Dog_Five_LLC__flmbke-21-04803__0001.0.pdf?mcid=tGE4TAMA
HOOT THE DOG: Case Summary & 10 Unsecured Creditors
---------------------------------------------------
Debtor: Hoot The Dog, LLC
DBA The Brown Boxer North Beach
DBA The Brown Boxer Pub & Grille
483 Mandalay Ave #118
Clearwater Beach, FL 33767
Business Description: Hoot The Dog, LLC is part of the restaurants
industry.
Chapter 11 Petition Date: September 20, 2021
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 21-04799
Debtor's Counsel: Jake C. Blanchard, Esq.
BLANCHARD LAW, P.A.
1501 Belcher Road South
Unit 6B
Largo, FL 33771
Tel: 727-531-7068
Email: jake@jakeblanchardlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jay Thomas as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/BZGZLCI/Hoot_The_Dog_LLC__flmbke-21-04799__0001.0.pdf?mcid=tGE4TAMA
IDEA BUYER: Ohio AG Drops Suit, Bankruptcy Nears Wind Down
----------------------------------------------------------
Carrie Ghose of Columbus Business First reports that the bankruptcy
dissolution of a Central Ohio invention development business is
nearing completion, likely leaving little for creditors and clients
who lost money.
Citing the pending liquidation of Idea Buyer LLC, Ohio Attorney
General Dave Yost's office in late August 2021 withdrew its
consumer protection lawsuit against the company.
An Akron attorney has offered $7,500 cash for Idea Buyer's domain
name, business leads and other intellectual property, according to
the bankruptcy trustee's request to approve the sale. Separately
the trustee seeks approval to auction off a 3D printer, computers
and office equipment as a single lot, with a starting bid of
$3,000.
The former Dublin business made Inc. magazine's list of the 5,000
fastest-growing private companies in the country three times. But
it shut down abruptly in December 2019, saying hackers erased or
corrupted its entire cloud-based business leads files and work
produced for clients. Theft of work product took place in November,
the company said in its bankruptcy filing seven months later, while
theft of sales leads had started as far back in 2017.
At the time of the shutdown, founder and CEO Eric Corl said he
would seek to return whatever was recoverable and find other
invention developers for clients. About 300 projects were in active
development, and the hack affected apps and other businesses that
were hosted on Idea Buyer cloud computing account.
Yost's lawsuit and accompanying news release two months later
derailed efforts to collect receivables and sell assets, Corl told
Columbus Business First then.
"The vast majority" of some 1,200 customers were satisfied with how
Idea Buyer wrapped up business with them, company attorney David
Whittaker said via email this month. He said his statement was on
behalf of the company, Corl, and the bankruptcy trustee in response
to questions from Business First.
"As with any business situation, it is the dissatisfied customers
who have been vocal," Whittaker said. "Idea Buyer disagrees that
the unhappiness of the small minority of customers is justified."
Yost's office had sought to collect sworn statements on damages
from some 166 former customers, according to records in Franklin
County Common Pleas Court, but the bankruptcy stalled the case
before the court answered.
"The owner(s) of Idea Buyer were granted bankruptcy protection,
unfortunately leaving consumers who were victimized unable to
collect any restitution," an attorney general spokesman said. There
are no other public records available on the case, he said.
Corl filed personal bankruptcy at the same time as the company. His
debts were discharged in April and the case closed in July.
Idea Buyer helped entrepreneurs launch digital and physical
products through engineering, prototyping, patenting, branding and
finding distributors, taking a percentage of royalties or profits
if successful. It also charged up-front fees of about $8,000 to
$25,000 for the development, according to court documents.
The Chapter 7 had pegged the value of receivables and IP at $1
million, and listed $666,000 in debts, both secured and unsecured.
Filings since then have verified assets of less than $38,000 in a
reserve account, plus the proposed IP sale and equipment auction
currently totaling $10,500.
According to court records, Corl tried to help bankruptcy trustee
Larry McClatchey attain a higher price for the IP, and even
suggested a potential buyer, but that party declined to make an
offer. The only written offer was the one from the Akron attorney,
John Gugliotta, who had a prior business relationship with Idea
Buyer. Gugliotta declined to comment.
The estate is abandoning attempts to collect receivables, because
"books and records are inadequate to provide support for legal
claims," the trustee said. No firm that buys receivables from
bankruptcy cases wanted to pursue these.
Also dropped are potential claims against competitors and other
businesses that Idea Buyer had accused of misappropriation and
business interference, including a server hack. The filing did not
specify if that was the hack that caused the shutdown. Some of the
claims lack supporting evidence, the trustee said, and legal costs
would likely would exceed any recoveries.
At least two former customers, representing themselves, have
persistently tried to intervene in the bankruptcy, but the court so
far has denied motions for failing to follow procedure.
One of them, a Florida attorney, also sued in Franklin County. The
bankruptcies deactivated the company and Corl as defendants,
leaving several past employees. But the judge threw out most of the
complaint, keeping only one claim, returning the inventor's
intellectual property on his idea for a legal services app. An
evidentiary hearing before a magistrate will determine if that goes
forward.
The docket includes letters from other past clients, including a
single mother who said she had to borrow money from family for her
up-front fees of more than $20,000 and has no way to repay them.
"I have poured my and my children's life savings into this company
based on promises, agreements and materials they provided," said a
letter from another woman who said her app was never completed.
"They placed me in a high-pressure situation."
"I am a single mom with no vehicle," said a separate hand-written
note seeking the return of $22,000.
"Idea Buyer is sorry for those customers whose projects were not
finished due to the closing of the business," Whittaker's statement
said. "Any allegations of misbehavior by Idea Buyer are unfounded
and unsupported by any credible facts."
The trustee is not aware of any law enforcement investigation into
the company, according to a filing this week.
"Trustee is mindful that there are many disaffected creditors and
parties in interest involved in this case, some of whom have
apparently lost substantial investments," said a response to a
creditor complaint seeking to stop the wind-down. "Trustee is not
unsympathetic, but it is the duty of the trustee to complete the
administration of the bankruptcy case as efficiently and
effectively as possible."
About Idea Buyer LLC
Idea Buyer LLC is an invention development business in Central
Ohio. Idea Buyer LLC sought Chapter 7 protection (Bankr. S.D. Ohio
Case No. 21- 53411) on July 21, 2020. In its petition, Idea
Business disclosed assets of $1,009,486 and debt of $666,170. The
case is handled by Honorable Judge C. Kathryn Preston. David M.
Whittaker, of Isaac Wiles, is the Debtor's counsel.
IGLESIA NUEVA: Unsecured Creditors to Get $2K per Year for 5 Years
------------------------------------------------------------------
Iglesia Nueva Vision, Inc., filed with the U.S. Bankruptcy Court
for the Middle District of Florida a Disclosure Statement to Plan
of Reorganization dated September 16, 2021.
The church incorporated in January 2003. Abner Alicea, the current
president, has been President and Pastor for the church since its
inception. The church building together with the Rental Home was
purchased in July 2019. The following year, the church was faced
with a pandemic situation. This caused many parishioners to stop
their attendance at church services.
As a result of the reduction of the number of parishioners,
offerings were also reduced significantly. The Debtor will be
seeking court approval to employ a Real Estate Broker to market the
Rental Home. A reduction of the mortgage from selling the Rental
Home should allow the Debtor to meet its mortgage obligations under
the Plan. Additionally, the church will challenge the claim for
real property taxes, since it is a not for-profit organization.
The Plan will treat claims as follows:
* Class One consists of the secured claim of Foundation
capital Resources which holds a mortgage on 2 parcels consisting of
the church and the Rental Home. The Rental Home will be sold with
approval from this court. The Debtor shall apply the net proceeds
of sale after paying ordinary closing costs, to this creditor to
reduce the mortgage. The remaining balance shall be paid 100% by
amortizing the remaining amount due over 30 years and making
monthly payments of the principal and interest at 6.5% per annum
for 120 months. on the 12lst month, the remaining total balance
will be paid as a balloon payment from the sale of the church or
refinancing. This class is impaired.
* Class Two creditor is owed $10,031.00 which is secured. This
secured claim shall be paid in 60 equal monthly payments. Interest
at 5.5% will paid with each payment or at the rate ordered by the
Bankruptcy Court. This Class is impaired.
* Class Three creditor is owed $2,697.08 which is secured.
This secured claim shall be paid in 60 equal monthly payments.
Interest at 5.5% will be paid with each payment or at the rate
ordered by the Bankruptcy Court. This Class is impaired.
* Class Four consists of general unsecured creditors. These
claims will be paid a pro rata distribution of $2,000.00 per year
for five years. The first payment will be due six months from the
entry of the Final Confirmation Order. This Class is impaired.
The Debtor's plan will be funded by offerings from parishioners,
plus rents received fiom the rental home until that property is
sold. When the property is sold, the net proceeds will be used to
fund the Plan. When the balloon payment comes due to the Mortgagee,
the funds to pay the balloon will be obtained by refinancing or
selling the Church property.
A full-text copy of the Disclosure Statement dated September 16,
2021, is available at https://bit.ly/3hL6jWS from PacerMonitor.com
at no charge.
Attorney for the Debtor:
DAVID W. STEEN, P.A.
David W. Steen, Esquire
Florida Bar No.: 221546
Post Office Box 270394
Tampa, FL 33688
Telephone: (8l3)25l-3000
Email: dwsdsteen@dsteenpa.com
About Iglesia Nueva Vision
Iglesia Nueva Vision, Inc., filed its voluntary petition for
Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-03366) on June
28, 2021, disclosing up to $10 million in assets and up to $500,000
in liabilities. Abner Alicea, president, signed the petition.
Judge Caryl E. Delano oversees the case. David W. Steen, PA is the
Debtor's legal counsel.
INSTAPAY FLEXIBLE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Instapay Flexible, LLC 21-42214
5600 Clearfork Main St.
Suite 420
Fort Worth, TX 76109
Flexible Funding, Ltd. Liability Co. 21-42215
5600 Clearfork Main St.
Suite 420
Fort Worth, TX 76109
Business Description: InstaPay offers factoring solutions, also
called "accounts receivable financing," to
trucking companies and brokers of all sizes
across the United States. Flexible funding
provides temp agency financing, accounts
receivable financing, accounts receivable
funding, payroll financing, payroll
processing and back office support for
staffing agencies and construction
companies.
Chapter 11 Petition Date: September 19, 2021
Court: United States Bankruptcy Court
Northern District of Texas
Judge: Hon. Edward L. Morris
Debtors' Counsel: Jeff P. Prostok, Esq.
FORSHEY PROSTOK
777 Main Street
Suite 1290
Fort Worth, TX 76102
Tel: (817) 877-8855
Email: jprostok@forsheyprostok.com
Instapay Flexible's
Estimated Assets: $10 million to $50 million
Instapay Flexible's
Estimated Liabilities: $10 million to $50 million
Flexible Funding's
Estimated Assets: $100 million to $500 million
Flexible Funding's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Paula DeLuca and Steve Capper as
managers of Instapay Flexible and managing members of Flexible
Funding.
The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZFMJOEY/Instapay_Flexible_LLC__txnbke-21-42214__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/ZNJW5EY/Flexible_Funding_Ltd_Liability__txnbke-21-42215__0001.0.pdf?mcid=tGE4TAMA
IVEDIX INC: Wins Interim Cash Collateral Access
-----------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York has
authorized IVEDiX, Inc. to use cash collateral on an interim
basis.
The Debtor and the U.S. Small Business Administration, as
Prepetition Secured Lender, stipulate that:
1. Prior to the Petition Date, the Debtor was indebted to the
SBA pursuant to a $150,000 Note dated May 21, 2020 executed and
delivered by the Debtor in the outstanding amount of $150,000 plus
any applicable interest or fees.
2. The Debtor's indebtedness to the SBA under the Note is
secured by a security interest and lien in "all tangible and
intangible personal property, including, but not limited to: (a)
inventory, (b) equipment, (c) instruments, including promissory
notes (d) chattel paper, including tangible chattel paper and
electronic chattel paper, (e) documents, (f) letter of credit
rights, (g) accounts, including health-care insurance receivables
and credit card receivables, (h) deposit accounts, (i) commercial
tort claims, (j) general intangibles, including payment intangibles
and software and (k) as-extracted collateral as such terms may from
time to time be defined in the Uniform Commercial Code. Prepetition
Secured Lender asserts a security interest in Cash Collateral of
the Debtor.
3. Subject to the terms and conditions of the Order, the
Debtor may use the Cash Collateral and will pay from any proceeds
thereof any operating expenses.
4. In addition to the existing rights and interests of the SBA
in the Cash Collateral and for the purpose of providing adequate
protection for the SBA's interests, the Debtor:
(a) grants to the SBA a valid, perfected and enforceable
post-petition security interest in and upon the Debtor's Collateral
that existed on the Petition Date; provided that, the Rollover Lien
will be (i) limited to the same extent, applicable only to the same
types of property, and in the same relative priority as the
security interest held by the SBA prior to the Petition Date, (ii)
deemed granted only to the extent of the actual diminution in value
of the Collateral on and after the Petition Date resulting from the
Debtor's use of the Collateral as approved by the Court, and (iii)
subject to any existing liens as of the date of this Order; and
(b) will pay to the Prepetition Secured Lender the amount
of $731 per month commencing as of August 2, 2021 and continuing
until December 30, 2021.
e. On or before December 30, 2021, the parties will enter into
a new Stipulated Order that covers the time period December 31,
2021 through February 28, 2022, if no chapter 11 plan has been
confirmed in the case.
f. The terms set forth constitute adequate protection of the
Prepetition Secured Lender's interest in the Collateral.
g. The Prepetition Secured Lender grants to Bond, Schoeneck &
King, PLLC, attorneys for the Debtor in the captioned Chapter 11
Case, a carve-out from the Prepetition Secured Lender's security
interests and liens in the Collateral, for Carve-Out Expenses.
"Carve-Out Expenses" means allowed but unpaid fees and expenses
incurred on and after the Petition Date by BS&K. The Prepetition
Secured Lender's security interests and liens in the Collateral are
made subject to the payment of Carve-Out Expenses with such
Carve-Out Expenses not to exceed $45,000.
In order to secure the Adequate Protection Obligations, the Debtor
will grant to the Prepetition Secured Lender, effective as of the
Petition Date, perfected replacement security interests in and
valid, binding, enforceable and perfected liens on all Postpetition
Collateral subject only to (i) the Carve-Out, and (ii) all fees
required to be paid to the Clerk of the Court and to the Office of
the United States Trustee under 28 U.S.C. section 1930(a) plus
interest at the statutory rate, and (iii) fees and expenses of up
to $5,000 incurred by a trustee under section 726(b) of the
Bankruptcy Code.
In the absence of a further Court order, the Debtor's authorization
to use Cash Collateral will cease after the earlier to occur of (i)
December 30, 2021, and (ii) the date upon which any of the
following events occurs:
a. the Debtor's failure to comply with any of the terms or
provisions of the Order, and the failure of the Debtor to cure such
breach within 10 days of receiving notice of same;
b. any stay, reversal, vacatur or rescission of the terms of
the Order;
c. entry of an order by the Court dismissing any of the
Debtor's Chapter 11 Case or converting any of the Debtor's Chapter
11 Case to a case under chapter 7 of the Bankruptcy Code;
d. the trustee's exercise of his rights following removal of
the Debtor in Possession under section 1185 of the Bankruptcy Code
or the appointment of an examiner with enlarged powers in the
Debtor's Chapter 11 Case unless such appointment is approved by the
Prepetition Secured Lender; or
e. any liens pursuant to the Prepetition Loan Documents or
Adequate Protection Liens with respect to the Prepetition
Collateral or Postpetition Collateral that were valid, binding and
perfected, first priority liens on the Petition Date or any liens
granted pursuant to the Order will cease to be valid, binding and
perfected, first priority liens.
A further interim hearing on the matter is scheduled for December
30 at 10 a.m.
A copy of the order is available at https://bit.ly/2Z0ixo1 from
PacerMonitor.com.
About IVEDiX, Inc.
IVEDiX, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 2-21-20453) on July 23,
2021. In the petition signed by Rajesh Kutty, chief executive
officer, the Debtor disclosed up to $1 million in assets and up to
$10 million in liabilities.
Judge Paul R. Warren oversees the case.
Curtis A. Johnson, Esq., at Bond, Schoeneck &King, PLLC is the
Debtor's counsel.
The U.S. Small Business Administration, as prepetition secured
lender, is represented by:
Kevin D. Robinson, Esq.
138 Delaware Avenue
Buffalo, NY 14202
Tel: (716) 843-5700
E-mail: Kevin.D.Robinson@usdoj.gov
JAGUAR HEALTH: Closes $776,200 Private Placement Financing
----------------------------------------------------------
Jaguar Health, Inc. completed a $776,200 unregistered private
placement of approximately 309,242 shares of Common Stock on
Sept. 14, 2021.
The private placement was led by New York City-based impact
investor Josh Mailman, who is the sponsor of Dragon SPAC S.p.A. and
a long-time investor in the Company, and included Jaguar's founder,
president, and CEO, Lisa Conte, Jaguar's CFO, Carol Lizak, as well
as Indena S.p.A., an Italy-based pioneer and leader in plant-based
pharmaceutical manufacturing with which Jaguar has a long-standing
relationship. The Company is working to bring Indena on as an
additional manufacturer. Company management's investment in the
private placement totaled $40,000.
"We are pleased to close this private placement, priced at a slight
premium to market, as defined by Nasdaq, and we appreciate the
support of the participating investors," stated Conte. "We believe
this financing illustrates the confidence that the participating
investors -- a group that includes Jaguar's CFO Carol Lizak and me
–- have in Jaguar and our expectation that the business plan for
Napo EU adds meaningful value to the Company and represents another
'shot on goal' for crofelemer for an important new gastrointestinal
indication."
Napo EU was formed with the mission to expand access to crofelemer
to Europe (excluding Russia) to address significant unmet
gastrointestinal medical needs in the region. Napo EU's initial
focus is on pursuing the accelerated conditional marketing
authorization pathway from the European Medicines Agency for
crofelemer for an important rare disease: short bowel syndrome with
intestinal failure.
A merger between Napo EU and Dragon SPAC, a private Italian
corporation, is pending approval by Italian financial regulatory
authorities and expected to be consummated by the end of September
or beginning of October 2021. Dragon SPAC recently closed a
financing of approximately 8.83 million euros from the Company and
was formed by sponsor Josh Mailman. Mr. Mailman co-founded the
Social Venture Network (now Social Venture Circle) in 1987; founded
the Threshold Foundation in 1981; and founded Business for Social
Responsibility in 1992. He is also the managing director of
Serious Change L.P., a $100 million privately held impact fund he
started in 2006, and he serves on the boards of Benefithub, Giving
Assistant, Baltix Design, and Red Rabbit, and is an advisor to
Social Venture Circle and the Threshold Foundation.
Promotion of Ismaila Sougoufara
The Company also announced that Ismaila Sougoufara has been
promoted to the position of senior director, corporate controller.
In his previous role with Jaguar's finance team, as a director,
assistant corporate controller, Mr. Sougoufara's responsibilities
included SEC reporting, technical accounting, and financial
planning and analysis. Mr. Sougoufara attended Baldwin Wallace
University, where he received a BS degree in Accounting and an MBA
in Accountancy.
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial
stage pharmaceuticals company focused on developing novel,
sustainably derived gastrointestinal products on a global basis.
The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc.,
focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Its Mytesi
(crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy.
Jaguar Health reported a net loss and comprehensive loss of $33.81
million for the year ended Dec. 31, 2020, compared to a net loss
and comprehensive loss of $38.54 million for the year ended Dec.
31, 2019. As of June 30, 2021, the Company had $69.54 million in
total assets, $37.75 million in total liabilities, and $31.79
million in total stockholders' equity.
JEM HOMES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JEM Homes International, LLC
3340 Enterprise Rd
Fort Pierce, FL 34982-6553
Business Description: JEM Homes International, LLC is a
manufacturer of single-family homes.
Chapter 11 Petition Date: September 20, 2021
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 21-19086
Judge: Hon. Mindy A. Mora
Debtor's Counsel: Humberto Rivera, Esq.
RIVERA LAW FIRM, P.A.
PO Box 211746
Royal Palm Beach, FL 33421-1746
Tel: (786) 529-6060
Email: humberto@hriveralaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roy Ronel Dan as managing member.
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/MKF7K4A/JEM_Homes_International_LLC__flsbke-21-19086__0001.0.pdf?mcid=tGE4TAMA
JETBLUE AIRWAYS: Fitch Alters Outlook on 'BB-' LT IDR to Stable
---------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for JetBlue Airways
Corporation (JetBlue) to Stable from Negative and affirmed its
Long-Term Issuer Default Rating (IDR) at 'BB-'. Fitch has also
affirmed JetBlue's senior secured ratings at 'BB+'/'RR1'. The
Outlook revision reflects the rebound in domestic leisure traffic
in the U.S. and a stabilization in JetBlue' debt levels. The
rollout of multiple effective coronavirus vaccines and limited
impact from the Delta variant on domestic travel to date has
increased Fitch's confidence in JetBlue's ability to manage through
the pandemic and that a continued recovery will allow JetBlue's
company credit metrics to improve.
JetBlue's ratings are supported by the company's relatively low
cost structure, established market position in its focus cities,
liquidity compared with peers and its low exposure to international
markets. JetBlue had $3.7 billion in cash and equivalents on the
balance sheet including $1.3 billion in short term investments as
of June 30, 2021, or 46% of 2019 revenues.
KEY RATING DRIVERS
Domestic Leisure Recovery Benefits JetBlue: Fitch's updated
forecast for JetBlue anticipates that total revenue for the full
year of 2021 will be as much as 74% of 2019 levels. This compares
with 63% for 2021 in Fitch's prior forecast. The rise of Delta
variant cases in recent weeks has driven more uncertainty into the
forecast. However, Fitch believes that widespread vaccine coverage
should prevent a material decline in leisure travel from current
levels. Though not anticipated, future developments around Delta
variant or other vaccine resistant virus variants represent
material risks to air traffic that could drive future negative
rating actions.
After a weaker than expected recovery in airline traffic in the
first quarter, domestic air travel experienced a strong rebound
through the summer. The rollout of effective COVID vaccines and
loosening pandemic-era restrictions encouraged a surge in domestic
leisure travel in the second quarter. Passenger counts ticked down
in recent weeks as Delta variant cases have surged, but remain well
above pandemic lows. TSA data shows rolling seven-day averages down
to around 20%-25% below 2019 levels at the end of August. JetBlue
reported total revenues of $1.4 billion in the second quarter, 71%
compared with 2019 levels, as it benefited from the recovery in
domestic leisure travel in visiting friends and relatives.
Robust Liquidity During Pandemic: JetBlue's liquidity has
strengthened since the start of the pandemic. The company ended
2Q21 with total available liquidity of $4.3 billion including $1.3
billion in short-term investments and $550 million in available
credit facilities, compared with $1.9 billion in total available
liquidity at the end of 2019. JetBlue paid down and terminated a
$750 million senior secured loan in the second quarter of 2021,
helping its debt level fall to $4.4 billion at the end of 2Q21 from
$4.9 billion at the end of 2020.
Fitch estimates JetBlue raised about $4.0 billion in capital over
the past twelve months to bolster its liquidity. The company issued
$923 million in aircraft enhanced equipment trust certificates
(EETCs) in August 2020 and $750 million in 0.5% convertible notes
due 2026 in March 2021; borrowed $115 million under the Loan
Program of the Cares Act in September 2020; and raised $620 million
in proceeds from stock issuances and $445 million in sale-leaseback
transactions. The payroll support program (PSP 2 & 3) provided
JetBlue with roughly $1.1 billion in cash through a combination of
grants and loans in the first half of 2021. Fitch's base case which
assumes a recovery in domestic travel in 2021 with a free cash flow
outflow, including the PSP grants, of about $1 billion, still
leaving JetBlue with a healthy liquidity balance at YE 2021.
Loyalty Program an Option: Fitch believes JetBlue could utilize its
unencumbered assets and its loyalty program as an additional source
of capital, adding to its financial flexibility. The company has $1
billion in unencumbered assets in addition to its TrueBlue loyalty
program and its subsidiaries. Other airlines have issued senior
secured debt backed by its license payment obligations and cash
flow generated from their respective mileage program. For example,
American Airlines raised approximately $10 billion in a similar
transaction in March 2021 and Hawaiian Airlines raised $1.2 billion
in a similar transaction in January 2021.
Strengthening Network and New Alliance: JetBlue has broadened its
network in 2021 including adding services to Miami and Key West in
South Florida and launching services from JFK to London Heathrow in
August 2021. JetBlue entered into a Northeast Alliance with
American Airlines in February 2021 whereby the two airlines would
codeshare on a number of flights. The Northeast Alliance will also
allow respective companies' customers to benefit from reciprocal
mileage earnings and benefits. The opportunistic expansion of its
networks stands to be accretive for JetBlue's margins, helping to
offset rising costs.
Rising Costs May Dampen Recovery. Recent increases in fuel prices
and operating costs may present a headwind to margins and cash
flows even as traffic begins to recover. Unit fuel costs reached
2.5 cents per mile in 2Q21, from 1.2 a year ago, or 24% of Revenue
Per Available Seat Mile, as crude oil prices increased to the
mid-$60 per barrel range. At the same time, cost per available seat
mile (CASM) have been elevated thanks to higher rents and landing
fees, higher maintenance, labor inflation and investments related
to the Northeast Alliance. The impact of rent and landing fees will
be pressure for CASMs in the second half but is expected to be
limited in 2022. Should higher fuel prices and operating costs,
combined with other factors, materially limit JetBlue's ability to
de-lever, and drain liquidity, the Outlook may be revised back to
Negative.
DERIVATION SUMMARY
JetBlue's 'BB-' rating is in line with Spirit Airlines (BB-/Stable)
and above United Airlines (B+/Stable) and American Airlines
(B-/Stable). Fitch views JetBlue's focus on domestic and leisure
travel to be a benefit over United Airlines and American Airlines,
which are much more exposed to international and business travel.
JetBlue's credit metrics are expected to be better than Spirit's,
but this is partly offset by Spirit's low-cost base.
JetBlue's network and route diversification still lags behind the
big four U.S. carriers, but has strengthened as the carrier
continues to grow. The company has built a more defensible network
with a leading market share in each of its three main focus cities
(BOS, JFK and FLL). JetBlue also offers a compelling product
compared to competitors with its relatively generous leg room and
in-flight offerings.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- JetBlue's traffic (RPMs) remain at around 80% of 2019 levels
in 2021 and grow by 19.6% and 7.3% in 2022 and 2023,
respectively;
-- Passenger yields recovering to 2019 levels in 2024;
-- Jet fuel prices averaging around $2.0 per gallon in 2021.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- EBIT margins remaining in high single digits;
-- Adjusted debt/EBITDAR sustained below 3.75x;
-- FFO Fixed charge coverage remaining above 3.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Sustained adjusted debt/EBITDAR above 4.75x;
-- FFO fixed charge coverage falling below 2.5x on a sustained
basis;
-- EBIT margins in the low single digits.
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
Sufficient Liquidity: As of June 30, 2021, JetBlue had cash and
cash equivalents balance of $2.4 billion and short-term investment
securities of $1.3 billion, equaling 114% of LTM revenue. Total
liquidity, including the undrawn revolver, is equivalent to 131% of
LTM revenue.
JetBlue's $550 million revolving credit facility is secured by
aircraft, engines, spare parts and simulators, and is set to mature
in August of 2023. JBLU repaid the balance on the facility in the
first quarter of 2021 and it is undrawn at the end of June 2021.
JBLU entered into a $200 million revolving line of credit with
Morgan Stanley. The credit facility is renewed annually and secured
by investment securities held at Morgan Stanley. Fitch does not
include this revolving credit facility in its total liquidity
calculation to avoid "double counting" since the facility is
secured by the investment securities on the balance sheet that
Fitch considers a part of readily available cash.
JetBlue's debt primarily consists of secured fixed and floating
rate notes backed by aircraft and related assets. More recently
JBLU issued $923 million in aircraft EETCs in August 2020. The EETC
was secured by 49 A321s. JBLU also signed a $750 million term loan
in 2020. and issued a $750 million in 0.5% convertible notes due
2026 in March 2021 The term loan was secured by the company's slots
at JFK, DCA and LGA and the JetBlue brand name. JBLU fully repaid
the loan and terminated it in the second quarter of 2021.
ISSUER PROFILE
JetBlue is a low-cost carrier that serves nearly 100 destinations
throughout the United States, Caribbean, and Latin America. The
company has focus cities in Boston, NYC-JFK, Fort Lauderdale,
Orlando, and San Juan and is the sixth largest carrier in the
United States by revenues and Available Seat Miles.
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.
JUST ENERGY: CCAA Stay Period Extended to Dec. 17
-------------------------------------------------
Just Energy Group Inc., a retail energy provider specializing in
electricity and natural gas commodities and bringing energy
efficient solutions, carbon offsets and renewable energy options to
customers, on Sept. 15 disclosed that the Ontario Superior Court of
Justice (Commercial List) (the "Court") has, among other things,
extended the stay period under the Companies' Creditors Arrangement
Act (Canada) ("CCAA") to December 17, 2021 (the "Stay Extension").
The Company also announced that it has obtained an order
establishing a claims process (the "Claims Process") to identify
and determine claims against the Company and its subsidiaries that
are subject to the ongoing CCAA proceedings.
The stay extension allows the Company to continue to operate in the
ordinary course of business, while pursuing a restructuring plan
with its stakeholders.
"Just Energy remains focused on growing its business and serving
its large customer base across North America," said Scott Gahn,
Just Energy's President and Chief Executive Officer. Mr. Gahn
added, "We also look forward to continuing to work with our
stakeholders on developing a successful restructuring plan."
As previously reported, FTI Consulting Canada Inc. (the "Monitor")
is overseeing the Company's CCAA proceedings as the court-appointed
Monitor. Further information regarding the Claims Process and the
CCAA proceedings is available at the Monitor's website at
http://cfcanada.fticonsulting.com/justenergy.Information regarding
the CCAA proceedings can also be obtained by calling the Monitor's
hotline at 416-649-8127 or 1-844-669-6340 or by email at
justenergy@fticonsulting.com.
About Just Energy Group Inc.
Just Energy (TSXV:JE; OTC:JENGQ) is a retail energy provider
specializing in electricity and natural gas commodities and
bringing energy efficient solutions, carbon offsets and renewable
energy options to customers. Currently operating in the United
States and Canada, Just Energy serves residential and commercial
customers. Just Energy is the parent company of Amigo Energy,
Filter Group, Hudson Energy, Interactive Energy Group, Tara Energy,
and terrapass.
KADMON HOLDINGS: Magnetar Financial, et al. Acquire 5.7% Stake
--------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Magnetar Financial LLC, Magnetar Capital Partners LP,
Supernova Management LLC, and Alec N. Litowitz disclosed that as of
Sept. 9, 2021, they beneficially own 9,871,249 shares of common
stock of Kadmon Holdings, Inc., which represent 5.7 percent of the
shares outstanding.
This Schedule 13D filing relates to shares held for the accounts of
each of (i) Magnetar PRA Master Fund Ltd, (ii) Magnetar
Constellation Fund II-PRA LP, and (iii) Magnetar Systematic
Multi-Strategy Master Fund Ltd.
The aggregate amount of funds used by the reporting persons in
purchasing the 9,871,249 shares on behalf of the Funds have come
directly from the assets of the Funds, which may at any given time,
have included margin loans made by brokerage firms in the ordinary
course of business. The aggregate amount of funds used by the
reporting persons in purchasing the shares on behalf of the Funds
was $90,104,373.12 (excluding commissions and other
execution-related costs).
On Sept. 7, 2021, Kadmon Holdings entered into an Agreement and
Plan of Merger with Sanofi, a French societe anonyme, and Latour
Merger Sub, Inc., a Delaware corporation and an indirect wholly
owned subsidiary of Sanofi, providing for the merger of Merger
Subsidiary with and into the Company, with the Company surviving
the Merger as a wholly owned subsidiary of Parent.
The reporting persons acquired the 9,871,249 shares after the
public announcement of the Merger Agreement for purposes of
receiving the merger consideration upon consummation of the
Merger.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1352851/000110465921116680/tm2127744d2_sc13d.htm
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.
KNOWLTON DEVELOPMENT: S&P Places 'B-' ICR on CreditWatch Positive
-----------------------------------------------------------------
On Sept. 17, 2021, S&P Global Ratings placed all of its ratings on
Longueil Que.-based Knowlton Development Holdco Inc. (KDC),
including its 'B-' issuer credit rating on the company, on
CreditWatch with positive implications.
The CreditWatch placement follows KDC's S-1 filing and announcement
of the launch of the company's IPO transaction. S&P said,
"According to the public prospectus filed Sept 14, we expect the
company will raise approximately US$750 million-US$800 million.
Knowlton will likely use the proceeds to repay its revolver and
euro term loan, as well as for fees and expenses. As of July 31,
the company's reported debt was approximately US$1.7 billion. We
anticipate a meaningful improvement in Knowlton's debt-to-EBITDA
ratio; based on the extent of debt reduction, pro forma leverage
could improve up to the mid-5x area from current 10x as of fiscal
2021."
The CreditWatch placement reflects the potential for a one-notch
upgrade, depending on the extent of debt repayment and leverage
reduction. S&P will resolve the CreditWatch on conclusion of IPO
transaction, once it has confirmation on the pro forma capital
structure and assess the company's financial policy.
LAKE CECILE: October 21 Plan & Disclosure Hearing Set
-----------------------------------------------------
Lake Cecile Resort Inc. filed with the U.S. Bankruptcy Court for
the Middle District of Florida an Amended Disclosure Statement and
Amended Plan of Reorganization.
On Sept. 14, 2021, Judge Karen S. Jennemann conditionally approved
the Amended Disclosure Statement and ordered that:
* Oct. 21, 2021 at 2 p.m. via ZOOM is the hearing to consider
the Amended Disclosure Statement and, if the Court determines the
Amended Disclosure Statement contains adequate information, to
conduct a confirmation hearing.
* Creditors and other parties in interest shall file with the
clerk their written acceptances or rejections of the plan (ballots)
no later than 7 days before the date of the Confirmation Hearing.
* Any party objecting to the Amended Disclosure Statement or
confirmation of the Amended Plan of Reorganization shall file its
objection no later than 7 days before the date of the Confirmation
Hearing.
A copy of the order dated Sept. 14, 2021, is available at
https://bit.ly/2VUwT8o from PacerMonitor.com at no charge.
Counsel for the Debtor:
David R. McFarlin, Esq.
Fisher Rushmer, P.A.
390 N. Orange Ave., Suite 2200
Post Office Box 3753
Orlando, FL 32802-3753
Telephone (407) 843-2111
Facsimile (407) 422-1080
Email: dmcfarlin@fisherlawfirm.com
About Lake Cecile Resort
Lake Cecile Resort Inc. is an Orlando, Fla.-based company primarily
engaged in renting and leasing real estate properties.
Lake Cecile Resort sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01060) on March 12,
2021. In the petition signed by Mary T. Nguyen, president, the
Debtor disclosed between $10 million and $50 million in both assets
and liabilities.
Judge Karen S. Jennemann oversees the case.
David R. McFarlin, Esq., at Fisher Rushner, P.A., is the Debtor's
legal counsel.
LEWISBERRY PARTNERS: Wins Cash Collateral Access Thru Oct 13
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has authorized Lewisberry Partners, LLC to use cash collateral
pursuant to the approved budget, with a 10% variance allowed to the
Debtor over and above those amounts, until October 13, 2021.
The Debtor requires the immediate authority to use Cash Collateral
in order to continue its business operations without interruption
toward the objective of formulating an effective plan of
reorganization.
Prior to the Petition Date, the Debtor entered into a Secured Note
and Security Agreement pursuant to which Loan Funder LLC, Series
7693 was granted a first priority mortgage on the properties of the
Debtor. The Debtor granted an assignment of rents to Loan Funder
as security for the obligations under the Note. At some point in
April 2021, after the Petition Date, the Lewisberry Mortgage was
assigned by Loan Funder to U.S. Bank National Association, as
Trustee of the HOF Grantor Trust I (Lender). Fay Servicing LLC, is
the servicer to U.S. Bank, as Trustee of the HOF Grantor Trust I.
As adequate protection for use of the Lender's Cash Collateral from
the Petition Date forward, the Lender is granted Replacement Liens
to the same extent and priority existing on the Petition Date,
including with respect to the net proceeds of sale of the three
properties which have been sold by the Debtor pursuant to a Court
order dated February 19, 2021. Replacement security interests, to
the extent the cash collateral of the Lender is used by the
Debtors, will be to the extent of, and with the same priority in
the Debtor's post-petition collateral and proceeds thereof, that
the Lender held in the Debtor's pre-petition collateral.
A further hearing on the matter is scheduled for October 13 at 11
a.m.
A copy of the Order and the Debtor's 30-day cash budget is
available for free at https://bit.ly/2ZiY8eh from
PacerMonitor.com.
The Debtor projects $40,188 in rental plus late fee income and
$41,060 in total expenses for the period from September 15 to
October 20.
About Lewisberry Partners, LLC
Lewisberry Partners, LLC is primarily engaged in renting and
leasing real estate properties. It sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 21-10327)
on February 9, 2021. In the petition signed by Richard J. Puleo,
managing member, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Eric L. Frank oversees the case.
Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP
is the Debtor's counsel.
MAINSTREET PIER: Has Deal on Cash Collateral Access
---------------------------------------------------
Mainstreet Pier, LLC asks the U.S. Bankruptcy Court for the
District of Colorado for entry of a stipulated order by and between
the Debtor and Independent Bank authorizing the Debtor's use of
cash collateral and providing Independent Bank with adequate
protection.
The Debtor requires the use of cash collateral, in which
Independent Bank or FirstBank may have an interest, to continue its
business operations post-petition and maintain its inventory.
On July 26, 2018, the Debtor entered into a Promissory Note with
Independent Bank in the principal amount $12,380,000. The
Promissory Note matured on July 26, 2021.
The Debtor gave Independent Bank a Deed of Trust, Security
Agreement and Fixture Filing to secured the Promissory Note. The
Security Instrument was recorded with the Clerk and Recorder for
Douglas County, Colorado on July 27, 2018 at Reception Number
2018045507. Independent Bank also perfected the Security Instrument
by filing a UCC Financing Statement with the Colorado Secretary of
Statement on July 27, 2018, Document No. 20182067969. Independent
Bank holds a first secured position in all assets of the Debtor,
including The Ascent boutique hotel.
After the Debtor defaulted under the terms of the Promissory Note
with Independent Bank, Independent Bank agreed to two forbearance
agreements -- first on September 30, 2020, which expired on October
26, 2020; and again on November 30, 2020, which expired on April
26, 2021.
As part of the forbearance agreements, the Debtor created certain
reserve accounts with Independent Bank. On September 3, 2021,
Independent Bank swept $630,711.21 out of the Debtor's reserve
accounts.
According to the Debtor's books and records, Independent Bank is
owed $11,731,503.88 as of the Petition Date.
In addition to Independent Bank, a UCC search of the Debtor turns
up a UCC Financing Statement filed by FirstBank on November 20,
2019, at Document No. 20192107283, which asserts a security
interest in all assets of the Debtor. The Debtor acknowledges
taking out a line of credit from FirstBank in November 2019. The
line of credit was paid off, however, and closed in early 2020.
Notwithstanding the existence of the UCC Financing Statement, the
Debtor states nothing is owed to FirstBank.
The Debtor's primary asset is The Ascent itself. According to a
recent appraisal, the value of The Ascent as an "as-is" going
concern is $23,500,000.
The Court previously approved the Debtor's use of cash collateral
through September 30 on an interim basis. A final hearing on the
use of cash collateral has been set for October 1, 2021 at 9:30
a.m.
The Debtor and Independent Bank have agreed to a final form of the
cash collateral and adequate protection order. The parties agree
the Debtor may continue to use cash collateral in which Independent
Bank holds a security interest through November 20, 2021 unless
extended by the parties. The Debtor will be authorized to use cash
collateral in accordance with a budget subject to certain limited
authorized budget deviations. The Debtor will be required to make
monthly adequate protection payments to Independent Bank of $2,000
per month.
Independent Bank will be provided with a replacement lien on assets
acquired by the Debtor post-petition which will secure Independent
Bank with all post-petition inventory, chatter paper, accounts,
lease payments, lease income, room revenues and general intangibles
and all proceeds thereof and all proceeds of the Pre-Petition
Collateral with the exception of avoidance actions. Independent
Bank will be granted a super-priority administrative expense claim
on certain property pursuant to Section 507(b) of the Bankruptcy
Code and the claim will be subordinate to certain described
claims.
The parties agree 11 U.S.C. section 552 will apply to Independent
Bank's lien upon and security interests in the Pre-Petition
Collateral.
In the event of a default by the Debtor, Independent Bank may
terminate its consent to the Debtor's continued use of cash
collateral.
The Agreed Order also contemplates the claim of FirstBank. While
the Debtor's books and records do not show any obligation to
FirstBank, the Agreed Order provides FirstBank with replacement
liens on its collateral to the extent it has a valid lien in the
same relative priority to assets as did its pre-petition liens.
A copy of the motion is available at https://bit.ly/3Aq6min from
PacerMonitor.com.
About Mainstreet Pier, LLC
Mainstreet Pier, LLC is a Colorado limited liability company which
owns and operates a boutique hotel, commonly known at The Ascent on
Main Street. The Ascent has 51 hotel rooms, operates two
restaurants and an event center, and leases out another two
restaurants and a jewelry store.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 21-14682) on September
10, 2021. In the petition signed by Rick Hill, manager, the Debtor
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley, P.C. is
the Debtor's counsel.
MAINSTREET PIER: Wins Cash Collateral Access Thru Oct 2
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
authorized Mainstreet Pier, LLC to use cash collateral on an
interim basis in accordance with the budget, with a 5% variance
through October 2, 2021.
As adequate protection for the Debtor's use of cash collateral,
Independent Bank, FirstBank, and any other party asserting an
interest in the Debtor's cash, cash equivalents, accounts, and
accounts receivable, are granted a post-petition lien on all of the
Debtor's postpetition assets. All replacement liens will hold the
same relative priority to assets as did the pre-petition liens.
As additional adequate protection, the Debtor will pay Independent
Bank the sum of $2,000 on or before September 30 and will keep the
Secured Creditors' collateral fully insured.
A final in-person hearing on the matter is scheduled for October 1
at 9:30 a.m.
A copy of the order is available at https://bit.ly/3CiQuhT from
PacerMonitor.com.
About Mainstreet Pier, LLC
Mainstreet Pier, LLC is a Colorado limited liability company which
owns and operates a boutique hotel, commonly known at The Ascent on
Main Street. The Ascent has 51 hotel rooms, operates two
restaurants and an event center, and leases out another two
restaurants and a jewelry store.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 21-14682) on September 10,
2021. In the petition signed by Rick Hill, manager, the Debtor
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley, P.C. is
the Debtor's counsel.
MAMBA PURCHASER: Moody's Assigns 'B3' CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
a B3-PD Probability of Default Rating to Mamba Purchaser, Inc. (dba
"MDVIP"). The ratings are being assigned in conjunction with the
pending leveraged buyout of the company. At the same time, Moody's
assigned a B2 rating to MDVIP's proposed first lien senior secured
credit facilities, consisting of a $500 million term loan due 2028
and a $70 million revolver expiring in 2026, as well as a Caa2
rating to a $185 million second lien term loan due 2029. The
outlook is stable.
In August 2021, Goldman Sachs Asset Management ("GSAM") and
Charlesbank Capital Partners, entered into a definitive agreement
to acquire the majority interest in MDVIP from its existing owner
Leonard Green & Partners, L.P. ("LGP"). The acquisition will be
financed with the proposed $500 million first lien term loan, $185
million second lien term loan, cash from the balance sheet, along
with new sponsors' equity and management rollover. All of the
company's outstanding debt will be repaid with these proceeds. The
transaction is expected to close in the fourth quarter of 2021.
The B3 CFR reflects the company's aggressive financial policies
given the significant increase in pro forma Moody's-adjusted debt
to EBITDA to 7.5x from approximately 3.5x at June 30, 2021,
following the leveraged buyout. Supportive rating factors include
the company's track record of deleveraging through EBITDA growth,
good free cash flow generation, its growing membership base of
affiliated physicians and service subscribers, strong member
retention rates, as well as improving operating profit margin. Over
the next 12 to 18 months, Moody's expects MDVIP to demonstrate
mid-single-digit revenue growth at stable margins allowing it to
deleverage towards 6.5x.
Following is a summary of Moody's rating actions for Mamba
Purchaser, Inc.:
New Assignments:
Corporate Family Rating, assigned B3
Probability of Default Rating, assigned B3-PD
First lien senior secured revolving credit facility expiring in
2026, assigned B2 (LGD3)
First lien senior secured term loan due 2028, assigned B2 (LGD3)
Second lien senior secured term loan due 2029, assigned Caa2
(LGD5)
Outlook Actions:
Issuer: Mamba Purchaser, Inc.:
Outlook, assigned Stable
All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation. The
instrument ratings are subject to change should the proposed
capital structure get modified.
All existing ratings for the pre-LBO issuer MDVIP LLC have not been
changed and will be withdrawn upon close of the transaction.
RATINGS RATIONALE
MDVIP's B3 Corporate Family Rating reflects high financial
leverage, with pro forma Moody's adjusted debt/EBITDA of 7.5x. The
rating also reflects financial risks associated with private-equity
ownership, as well as a track record of shareholder distributions.
The rating further considers the company's modest scale, singular
focus on membership-based private healthcare services, as well as
the discretionary nature of these services and high marketing
costs.
MDVIP benefits from relatively good visibility into the company's
revenue streams, as a result of its subscription-based business
model. Moody's also views favorably the company's high retention
rates with both its affiliated physicians and subscribing members.
The company benefits from its national footprint, with presence in
44 US states, in what remains a very fragmented market, as well as
good liquidity reflected in consistent free cash flow generation,
and full availability under its $70 million revolver.
Social and governance considerations are material to MDVIP's credit
profile. The coronavirus pandemic has impacted company's in-person
marketing activities, though an increased focus by patients on
their health could be a longer-term tailwind for the company. Among
governance considerations, Moody's expects MDVIP's financial
policies to remain aggressive under private equity ownership.
Moody's anticipates the company could incur debt to fund
shareholder distributions, as well as acquisitions, if a suitable
opportunity arose. Moody's expects that the company's strategy will
be to supplement organic growth with tuck-in acquisitions given the
very fragmented nature of the market.
Moody's expects MDVIP to maintain good liquidity over the next 12
to 18 months. Cash levels will total approximately $10 million at
the close of the transaction, and Moody's expects that the
company's annual free cash flow will be in the range of $30-$40
million over the next 12 to 18 months, which will be sufficient to
cover mandatory interest payments and debt amortization but is
before additional expenditures for acquisitions.
MDVIP's liquidity is supported by a $70 million revolving credit
facility, expiring in 2026, which Moody's expects will have full
availability at close of the transaction. The company's secured
revolver is subject to maximum first lien net leverage covenant
which will have ample headroom.
The stable rating outlook reflects Moody's expectation that
financial leverage will remain high, but improve due to continued
earnings growth over the next 12-18 months. It also reflects
Moody's expectation that the company will not engage in any
material debt-financed acquisitions or shareholder initiatives
without first reducing its financial leverage, and that the company
will continue to generate solid free cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if MDVIP effectively manages its
growth while achieving greater scale. Additionally, a strong
liquidity profile and debt-to-EBITDA sustained below 5.0 times
could support an upgrade.
The ratings could be downgraded if the company's operating
performance weakens. A downgrade could also occur if Moody's
becomes concerned about MDVIP's ability to effectively recruit and
maintain physicians and members. Finally, aggressive financial
policies, or a deterioration in the company's liquidity provisions,
could result in a downgrade.
Following are some of the preliminary credit agreement terms, which
remain subject to market acceptance. The proposed terms and the
final terms of the credit agreement may be materially different.
As proposed, the credit facilities are expected to contain covenant
flexibility for transactions that could adversely affect creditors,
including the ability to incur incremental term loan facilities in
an aggregate amount not to exceed the greater of $91.25 million and
100% of trailing four quarter EBITDA; plus an unlimited amount so
long as the First Lien Leverage Ratio does not exceed 5.50x (if
pari passu secured), plus increases to first lien incremental
capacity from voluntary prepayments and commitment reductions of
second lien loans. A portion of the incremental, to be described in
the first lien credit agreement, may be incurred with an earlier
maturity date than the initial term loans.
There are no express "blocker" provisions which prohibit the
transfer of specified assets to unrestricted subsidiaries; such
transfers are permitted subject to carve-out capacity and other
conditions. Non-wholly-owned subsidiaries are not required to
provide guarantees; dividends or transfers resulting in partial
ownership of subsidiary guarantors could jeopardize guarantees,
with no explicit protective provisions limiting such guarantee
releases. There are no express protective provisions prohibiting an
up-tiering transaction.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Boca Raton, Florida, Mamba Purchaser, Inc. (dba
MDVIP) is a marketer of programs to access private healthcare
services for 356,000 subscribers across the US. Its members receive
personalized preventative care and wellness services from MDVIP's
1,050 affiliated physicians. Following the LBO, the company will be
privately-owned by financial sponsors Goldman Sachs Asset
Management ("GSAM") and Charlesbank Capital Partners
("Charlesbank"). The company's revenue was approximately $445
million ($177 million net of physician payments) for the 12 months
ended July 31, 2021.
MDEV12 LLC: Seeks to Hire Van Horn Law Group as Bankruptcy Counsel
------------------------------------------------------------------
MDVE12, LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of Florida to hire Van Horn Law Group, P.A. to
serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) advising the Debtor regarding its powers and duties and
the continued management of its business operations;
(b) advising the Debtor regarding its responsibilities in
complying with the U.S. trustee's operating guidelines and
reporting requirements and with the rules of the court;
(c) preparing legal documents;
(d) protecting the Debtor's interest in all matters pending
before the bankruptcy court; and
(e) representing the Debtor in negotiation with its creditors
in the preparation of a Chapter 11 plan.
The firm's hourly rates range from $150 to $450 for law clerks,
paralegals and attorneys. The normal rate charged by Chad Van Horn,
Esq., a partner at Van Horn Law Group, is $450 per hour but the
attorney has agreed to lower it to $350 per hour.
In addition, Van Horn Law Group will seek reimbursement for
expenses incurred.
The firm received a retainer in the amount of $10,000, plus $1,738
for the filing fee cost.
Mr. Van Horn disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Chad T. Van Horn, Esq.
Van Horn Law Group, PA
330 N. Andrews Ave., Suite 450
Fort Lauderdale, FL 33301
Telephone: (954) 765-3166
Email: Chad@cvhlwgroup.com
About MDVE12 LLC
Plantation, Fla.-based MDVE12, LLC filed its voluntary petition for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-18843) on Sept.
13, 2021, listing as much as $10 million in both assets and
liabilities. Judge Scott M Grossman oversees the case. Chad T.
Van Horn, Esq., at Van Horn Law Group, P.A. represents the Debtor
as legal counsel.
MERITOR INC: Fitch Alters Outlook on 'BB-' LongTerm IDR to Pos.
---------------------------------------------------------------
Fitch Ratings has affirmed Meritor, Inc.'s (Meritor) Long-Term
Issuer Default Rating at 'BB-'. In addition, Fitch has affirmed the
ratings on Meritor's senior unsecured notes, including its
convertible notes, at 'BB-'/'RR4' and the rating on its secured ABL
revolving credit facility at 'BB+'/'RR1'.
Based on Fitch's revised "Corporates Recovery Ratings and
Instrument Ratings Criteria," dated April 9, 2021, Fitch has
affirmed the rating on Meritor's secured term loan at 'BB+' but
revised the recovery rating to 'RR2' from 'RR1'. The recovery
rating revision is due to Fitch's treatment of other first lien
secured debt when a U.S. issuer has an ABL facility. Fitch has
removed Meritor from Under Criteria Observation (UCO).
Meritor's ratings apply to a $685 million secured ABL revolving
credit facility, $157 million in secured term loan borrowings and
$900 million in senior unsecured notes.
The Rating Outlook has been revised to Positive from Stable.
KEY RATING DRIVERS
Positive Outlook Revision: The revision of Meritor's Outlook to
Positive reflects Fitch's view that the company's credit profile
over the intermediate term will continue to strengthen. Fitch
previously assigned a Positive Outlook to Meritor in 2019 but
revised it back to Stable in June 2020 over uncertainty related to
the coronavirus pandemic. In addition, the company issued $300
million of senior unsecured notes in June 2020, and Fitch was
concerned that the combination of higher debt and weaker market
conditions would stall the positive momentum in Meritor's ratings.
Since mid-2020, Meritor's prospects have improved. Although some
lingering pandemic-influenced industry-wide issues remain, such as
supply chain challenges and markedly higher steel costs, the
company's profitability and FCF are trending back toward
pre-pandemic levels. Meritor also reduced the principal amount of
its outstanding senior unsecured notes by $198 million in the first
three quarters of fiscal 2021. In the period, it fully repaid $450
million of senior notes due 2024 and $23 million of convertible
notes due 2026, partially funded with proceeds from $275 million of
senior notes due 2028 that were issued in December 2020. This net
reduction has brought the company's debt much closer to its
pre-pandemic level.
Rating Concerns: Despite the Outlook revision, Fitch continues to
have several concerns. Chief among these is the extreme cyclicality
of the global commercial truck and off-highway markets. Heavy
changes in demand over short time periods increase Meritor's need
to maintain relatively conservative mid-cycle credit metrics. Prior
to the pandemic, Meritor demonstrated its ability to grow margins
and generate positive FCF through the peaks and troughs of the
Class 8 truck production cycle, representing a substantial
improvement from previous cycles, when margins and FCF were
typically pressured at the cyclical peaks and troughs.
Other concerns include heavy competition in the commercial truck
driveline sector, as well as volatile raw material costs, which can
pressure margins despite pass-through mechanisms in many of
Meritor's customer contracts. Meritor's heightened interest in
acquisitions over the past several years and its increased emphasis
on share repurchases are also concerns, although Fitch expects most
acquisitions will be smaller bolt-on transactions, and share
repurchases are likely to be funded with available cash.
Electrification Investments: Meritor has been a leader in
developing electric powertrains (e-powertrains) for commercial
trucks. The company has leveraged its position as a supplier of
drivelines to the global truck market by entering into e-powertrain
agreements with a number of global truck manufacturers, and it
plans to begin commercial production of a Class 8 e-powertrain in
2021. Although Fitch expects e-powertrain volumes to be low in the
near term, Meritor is well positioned for growth in this market
over time. The higher level of content associated with
e-powertrains could also lead to increased profitability over the
longer term.
Rebounding Profitability: Meritor produced EBITDA margins
(according to Fitch's calculations) around 11% in fiscal 2018 and
2019. However, the company's EBITDA margin declined in fiscal 2020
due to pandemic-related issues, and Fitch expects it will remain
somewhat constrained, at slightly less than 10%, in fiscal 2021 due
to elevated steel costs and electrification investments. Beyond
fiscal 2021, Fitch expects Meritor's EBITDA margins to rise above
10% as commodity pass-throughs catch up with higher steel costs and
as other effects of the pandemic wane, although
electrification-related costs will likely weigh on profitability
over the intermediate term.
Declining Leverage: Fitch expects Meritor's leverage to decline in
fiscal 2021 following the spike seen in fiscal 2020 during the most
difficult period of the pandemic. In addition to better end-market
conditions driving higher levels of EBITDA and FFO, lower leverage
will also result from the decline in debt. Fitch expects EBITDA
leverage (gross debt, including off-balance sheet factoring/EBITDA,
as calculated by Fitch) to be in the low-3x range by YE fiscal 2021
and to decline further, toward the mid-2x range, over the following
two years. Likewise, Fitch expects FFO leverage at YE fiscal 2021
to be in the low-4x range, declining toward the low-3x range over
the next two years.
Solid FCF: Fitch expects Meritor's FCF to be solidly positive in
fiscal 2021 and over the intermediate term. Fitch expects Meritor's
FCF margin will be around 3% in fiscal 2021 and 2022, with
potential to rise toward 5% in fiscal 2023 and beyond. Near-term
FCF margins will be roughly in-line with the company's pre-pandemic
FCF margins, which tended to run in the 3%-4% range. Fitch expects
capex as a percentage of revenue to run at about 2.5% over the
intermediate term, which will be consistent with pre-pandemic capex
levels.
DERIVATION SUMMARY
Meritor is a capital goods supplier with product lines focused
primarily on driveline components and brakes for commercial
vehicles, off-highway equipment and trailers. Compared with its
primary competitor, Dana Incorporated (BB+/Stable), Meritor is
smaller and fully focused on the capital goods industry, without
any meaningful light vehicle exposure. Meritor generally retains a
top-three market position in most of the product segments where it
competes.
Compared with other capital goods and automotive suppliers rated in
the 'BB' category, including Dana, Allison Transmission Holdings,
Inc. (BB/Stable) and The Goodyear Tire and Rubber Company
(BB-/Negative), Meritor's margins, FCF generation and leverage have
trended toward levels more commensurate with issuers in the middle
of the category. Prior to the coronavirus outbreak, Meritor's
EBITDA leverage had run in the mid-2x range, while EBITDA margins
had risen above 10%. FCF margins had improved, and the company
generated consistently positive annual FCF through the last
commercial vehicle cycle.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Global commercial truck production rises significantly in
fiscal 2021, with further growth expected in fiscal 2022,
before moderating in fiscal 2023 and 2024;
-- Revenue grows nearly 30% in fiscal 2021 on higher production
levels, new business wins and pricing growth (partially driven
by higher commodity pass-through revenue). Revenue then rises
more than 10% in fiscal 2022, before slowing to about 3%
growth in fiscal 2023 and 2024;
-- Margins rise on higher production levels and increased pricing
through the forecast, partially offset in the near term by
higher commodity costs and investments in electrification;
-- Capex runs at about 2.5% of revenue over the next several
years, roughly in-line with historical levels;
-- FCF margins run near 3% in fiscal 2021 and 2022, before rising
toward 5% in fiscal 2023 and 2024;
-- The company maintains a solid liquidity position, including
cash and revolver capacity, over the next several years, with
any excess cash targeted toward share repurchases or
moderately sized acquisitions.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Maintaining mid-cycle debt/EBITDA leverage below 3.0x;
-- Maintaining mid-cycle FFO leverage below 4.5x;
-- Maintaining a mid-cycle FCF margin of 2.0% or higher;
-- Maintaining a mid-cycle EBITDA margin above 10%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A material deterioration in the global commercial truck or
industrial equipment markets for a prolonged period;
-- An increase in mid-cycle debt/EBITDA leverage to above 4.0x
for an extended period;
-- An increase in mid-cycle FFO leverage to above 5.0x for an
extended period;
-- A decline in the mid-cycle FCF margin to below 1.0% for an
extended period;
-- A decline in the mid-cycle EBITDA margin to below 8.5% for an
extended period.
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: Fitch expects Meritor's liquidity will remain
adequate over the intermediate term. The company had $138 million
in cash and cash equivalents at June 30, 2021 and $499 million of
availability on its $685 million secured ABL revolving credit
facility that matures in 2024. Although there were no revolver
borrowings at the time, its capacity was limited to $499 million
due to the facility's priority debt/EBITDA covenant. Fitch expects
this constraint to ease as Meritor cycles past the low EBITDA
periods it experienced in fiscal 2020. Meritor also had $107
million available on its on-balance sheet committed U.S. accounts
receivable securitization program at June 30, 2021.
Based on its criteria, Fitch has estimated the amount of cash that
it believes Meritor needs to keep on hand to cover seasonal changes
in cash flows without any incremental borrowing, and it treats this
cash as not readily available for purposes of calculating net
metrics. Based on the company's recent performance, Fitch has
treated $10 million of Meritor's cash as not readily available.
Debt Structure: As of June 30, 2021, the principal value of
Meritor's long-term debt, including off-balance sheet factoring,
was $1.3 billion. Meritor's debt consisted of $575 million of
senior unsecured notes, $325 million of convertible notes, $157
million of secured term loan borrowings and $198 million of
off-balance sheet factoring that Fitch treats as debt. Fitch does
not include finance leases in its debt calculations.
Meritor's $325 million of 3.25% convertible notes due 2037 contain
a put and call feature that allows for earlier redemption in fiscal
2026.
ISSUER PROFILE
Meritor is a capital goods supplier focused on the commercial truck
and industrial equipment end-markets. The company manufactures
components for original equipment manufacturers (OEMs) and the
aftermarket. Meritor is headquartered in the U.S. and has
operations in North America, Europe, South America, and the Asia
Pacific region.
Meritor's Commercial Truck segment (about 68% of fiscal 2020
external revenue) focuses on driveline, axle, braking and
suspension systems for medium- and heavy-duty trucks. The
Commercial Truck segment also provides aftermarket products in
South America and the Asia Pacific region. Meritor's Aftermarket
and Industrial segment (about 32% of fiscal 2020 external revenue)
produces similar products for OEMs of construction, bus, military
and emergency vehicles. The segment is also responsible for
Meritor's aftermarket sales in North America and Europe.
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.
MIDCOAST (EAST TEXAS): S&P Withdraws 'B' Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings withdrew its 'B' issuer credit rating on
Midcoast (East Texas) LLC. This follows Midcoast's announcement
that it will no longer pursue its proposed $25 million revolving
credit facility or $400 million TLB. At the time of the withdrawal,
S&P's outlook on the company was stable.
MOHAWK VALLEY HEALTH: S&P Assigns 'BB+' Rating on 2021A Rev. Bonds
------------------------------------------------------------------
S&P Global Ratings assigned a 'BB+' long-term rating to Oneida
County Local Development Corp., N.Y.'s $69 million series 2021A
revenue bonds, issued for Mohawk Valley Health System (MVHS). S&P
Global Ratings also affirmed its 'BB+' long-term rating and
underlying ratings on existing bonds issued for MVHS. The outlook
is stable.
"The rating reflects MVHS' leading market share, albeit in an area
with limited economic development and projected population
declines," said S&P Global Ratings credit analyst Anne Cosgrove.
S&P said, "The rating also reflects the organization's weak
financial profile with multiple years of operating losses with
recent improvement, high leverage, and what we view as a vulnerable
unfunded defined-benefit plan that could pressure future budgets.
It further incorporates our view of the near-term project and
execution risks associated with construction on a new $600
million-plus health care campus that is expected to come online in
2023. MVHS improved its liquidity position significantly, primarily
attributable to a $50 million grant from the Wynn Family
Foundation, of which $25 million was recognized in fiscal 2021 and
the remainder expected to be received in annual $2.5 million
increments for the next 10 years. The new hospital will carry the
Wynn name; the donation is not planned to fund construction costs,
but rather invested and used for various strategic opportunities.
"While we view social risk as being in line with that of sector
peers, we believe MVHS, like other hospitals, is exposed to
heightened risks related to COVID-19. We note that there is
continued uncertainty along with related staffing challenges,
particularly with nursing staff and higher costs associated with
agency staffing. Supply costs could remain elevated over the
outlook period; we believe this exposes MVHS and its peers to
additional social risks that continue to present financial
pressure, albeit with continued normalization expected over the
outlook period. MVHS has a large percentage of unionized employees
(55%), which could lead to prolonged negotiations. A larger
percentage of these contracts expire on Sept. 30, 2021, and there
could be prolonged contract negotiations. Additional social risks
include a payor mix that relies heavily on government payors, with
commercial payors trending down over the last several years and
some reliance on special funding. We believe environmental and
governance risks are in line with our views of the broader
industry.
"We do not believe an upgrade is likely over the outlook period and
prior to completion of the new Wynn Hospital, though we could raise
the rating if MVHS' financial performance continues to show
improvement in line with levels we consider comparable with those
of higher-rated peers. If MVHS' balance sheet improves notably,
including the defined-benefit pension plan, there could be positive
rating pressure. There could also be positive rating pressure if
the enterprise profile improves significantly.
"Given the significant project risk over the next few years, we
believe maintenance of current liquidity is key to maintaining the
current rating. If unrestricted reserves fall significantly due to
ongoing negative operating performance or project cost overages, or
if MVHS' enterprise profile weakens due to market share weakness or
volume declines or from other factors, we could lower the rating.
Challenges associated with the project, including significant cost
overruns or delays, could also pressure the rating."
MOMENTIVE PERFORMANCE: Moody's Ups CFR to B2 & 1st Lien Debt to B1
------------------------------------------------------------------
Moody's Investors Service has upgraded Momentive Performance
Materials Inc.'s Corporate Family Rating to B2 from B3, probability
of default rating to B2-PD from B3-PD, and the company's first lien
senior secured term loan facilities rating to B1 from B2. The
rating outlook is stable.
"The rating upgrade reflects Momentive's improved credit metrics
and continued earnings momentum from strong market demand, business
transformation and synergies with KCC. We also expect KCC,
Momentive's majority owner, to remain prudent in its oversight and
dealing with Momentive's fiscal matters and financial policy.
Momentive's B2 Corporate Family Rating is reflective of its
business scale, strong market position in the silicone industry and
globally diversified operations," says Jiming Zou, Moody's lead
analyst for Momentive.
Rating Upgrades:
Issuer: Momentive Performance Materials Inc.
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Gtd. First Lien Senior Secured Term Loan Facilities, Upgraded to
B1 (LGD3) from B2 (LGD3)
Rating Outlook:
Issuer: Momentive Performance Materials Inc.
Outlook, Remains Stable
RATINGS RATIONALE
The contribution from KCC's silicone business, strong pent-up
demand and rising silicone prices have boosted Momentive's earnings
and credit metrics since early 2021. The company's reported EBITDA
increased 80% to $256.5 million in the first half of 2021 from the
same period a year ago. Its adjusted debt leverage improved to 5.4x
based on the earnings of the last twelve months ending June 2021.
Momentive's record order backlog, proactive pricing actions and
potential synergies with KCC will mitigate freight and raw material
cost inflation and support its earnings and cash flows for the
coming quarters. Industry peers such as Wacker, Elkem and Dow
confirmed market strength and positive trend in the silicone
industry with robust demand from customer industries such as
automotive, construction, consumer and electronics.
Momentive's resilience against cyclicality in the silicone industry
is improving with its business transformation, which includes the
phase-out of its basic chemicals production in Waterford by 2022
and investments in growth areas such as electronic materials. These
initiatives, together with the synergies from its integration of
KCC's silicone business, will help Momentive improve profit
margins, better weather industry cycles and sustain its debt
leverage below six times as required for the B2 rating over time.
Moody's expect KCC, which owns a 60.4% equity stake in Momentive
after the silicone asset injection in early 2021, will remain
prudent in its investment in Momentive and support Momentive's plan
to improve earnings, reduce leverage and remain financially
flexible, including timely refinancing of Momentive's debt due in
2024. KCC's guarantee of about half of Momentive's debt indicates
its ability and willingness to provide support to Momentive.
However, Momentive's rating has not factored in any explicit
support uplift by KCC, given the strong financial influence and
exit conditions by a private equity investor—SJL, which holds the
remaining 39.6% stake in Momentive.
Momentive's B2 CFR is also supported by its status as one of the
largest silicone producers globally, its large customer base in
many industries including automotive, electronics, consumer and
construction and geographically diversified production facilities.
The company has invested in high-margin specialty silicones and
silanes products.
Momentive's rating remains constrained by its high debt leverage,
exposure to the cyclical end markets, as well as the ongoing
business restructuring and reinvestment to stay competitive in the
global silicone industry. The company is exposed to the cyclical
and competitive silicone industry and is likely to experience peak
performance in 2021 after market trough in 2020. The company's lack
of consistent free cash flow generation in the past and ongoing
restructuring continue to constrain its credit quality.
Momentive's good liquidity is supported by its cash balance of $205
million, no near term maturity (except for about $8 million annual
term loan amortization) and $223 million availability under the
$300 million ABL facility at the end of June 2020. There was no
outstanding amount, except for $45 million in letter of credit, at
the end of June 2020 under the ABL facility, which will mature in
May 2024. Moody's expect the improved earnings will lead to
positive free cash flow in the next 12-18 months, even considering
one-off restructuring expenses, additional business investments as
well as working capital requirement. Its ABL facility has a
springing financial maintenance covenant -- a minimum fixed charge
coverage ratio of 1.0x. KCC's guaranteed term loan agreement
requires Momentive to comply with a net leverage maintenance
covenant of not exceeding 6.0x at the end of 2021 and 5.5x at the
end of 2022 and 2023. Moody's expect company to stay in compliance
with these financial covenants over the next one to two years.
The stable outlook reflects the robust demand and recovery from the
pandemic will support Momentive's earnings and credit metrics in
the next 12-18 months.
ESG CONSIDERATIONS
Momentive's rating also factors in its above-average environmental
risk under Moody's ESG framework. The production of silicone
products also requires substantial energy and water consumption.
Although silicone polymers are generally considered harmless,
siloxanes (e.g. D4, D5 and D6) as an intermediate to make silicone
polymers are being investigated by regulatory bodies for their
impact on human health and environment after certain restrictions
have been imposed by the EU in recent years. Momentive's phase-out
of its basic silicones production will reduce its
production-related environmental exposure, but requires site
cleanup and decontamination. Momentive's reported obligations for
environmental remediation at the end of 2020 were relatively small
compared to its debt and pension obligations.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Rating upgrade would be considered, if the company is able to
sustainability improve earnings, reduce debt leverage and
strengthen its financial flexibility. In particular, an upgrade
would require consistently positive free cash flow and adjusted
debt/EBITDA sustainably below 5.0x.
Momentive's ratings will be downgraded, if the company's adjusted
debt/EBITDA increases above 6.0x or liquidity profile deteriorates
with negative free cash flow or failure to timely refinance its
term loans, all of which will become due in 2024.
The principal methodology used in these ratings was Chemical
Industry published in March 2019.
Momentive Performance Materials Inc., based in New York, US, is one
of the largest global producers of silicones and silicone
derivatives. Silicones, or more accurately, polymerized siloxanes
or polysiloxanes, are mixed inorganic-organic polymers that are
used in a wide variety of industrial and consumer applications
including agriculture, automotive, electronics, healthcare,
personal care, textiles, and sealants. KCC Corporation and SJL
Partners LLC acquired MPM Holdings Inc., the holding company of
Momentive, for approximately $3.1 billion in 2019. Momentive
generated $2.1 billion in revenues in 2020.
MYSTIC WINE: Florida Capital Says Amended Plan Not Feasible
-----------------------------------------------------------
Florida Capital Bank, N.A., objects to the Amended Plan of
Reorganization filed by Debtor Mystic Wine & Spirits, Inc.
The Amended Plan treats Florida Capital's Claim in Class 2. The
Amended Plan proposes to repay its obligations to Florida Capital
over 336 months and fund this repayment with the future operating
income of the Debtor, with no additional contributions from Santana
or any other source to fund the Amended Plan.
Florida Capital claims that the Amended Plan is not confirmable
because the Amended Plan is not fair and equitable and not
feasible. The Debtor cannot establish that the Amended Plan it is
fair and equitable as there is not a reasonable likelihood that the
Debtor can make all the plan payments.
Florida Capital points out that the Amended Plan proposes to pay
Florida Capital over 28 years. But the Debtor's projections fail to
establish by a preponderance of the evidence that they can even
make the first few payments.
Florida Capital states that the cash flow projections attached as
Exhibit B reflect negative net monthly income for the months of
August ($1,554.63), September ($49.69), and November ($1,826.53).
Any fluctuations in these projections whatsoever will likely result
in further financial reorganization of the Debtor or possible
liquidation. But the Debtor's projections during the pendency of
this case have already been proved to be faulty.
Florida Capital asserts that with the uncertainties in the market
with supply chain shortages and market demand due to the pandemic
and variants, this Court cannot find that there is a reasonable
likelihood that the Debtor can make the plan payments as required
by section 1191(c) or that further reorganization will not occur as
required by section 1129(a)(11). Because the Debtor cannot satisfy
the requirements that the Amended Plan is fair and equitable under
section 1191(b), this Court should deny confirmation.
Florida Capital further asserts that the Debtor simply makes no
showing that enjoining efforts against Santana (or any other party
obligated on its debts) from the claims of creditors is necessary
to the reorganization of the Debtor's business. Moreover, neither
Santana nor any other party has made a contribution to the estate
let alone a substantial contribution.
Florida Capital has voted against the Amended Plan. And Florida
Capital will be impaired from pursuing its state law rights against
the Debtor's principal as guarantor. Because the factors have not
been satisfied, as a court of equity, it would be inequitable for
this Court to enjoin all efforts against Santana or any other party
obligated on the Debtor's liabilities.
A full-text copy of Florida Capital's objection dated September 16,
2021, is available at https://bit.ly/3lEtxz5 from PacerMonitor.com
at no charge.
Attorneys for Florida Capital:
Dana L. Robbins, Esq.
Florida Bar No. 106626
Email: drobbins@burr.com
BURR & FORMAN LLP
201 N. Franklin St., Suite 3200
Tampa, Florida 33602
Phone: (813) 221-2626
Fax: (813) 221-7335
J. Ellsworth Summers, Jr., Esq.
Florida Bar No. 0015769
Email: esummers@burr.com
BURR & FORMAN LLP
50 N. Laura Street, Suite 3000
Jacksonville, Florida 32202
Phone: (904) 232-7200
Fax: (904) 232-7201
About Mystic Wine & Spirits
Mystic Wine & Spirits, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-12894) on March 29, 2021, listing under $1 million in both
assets and liabilities. Judge A. Jay Cristol oversees the case.
Jeffrey N. Schatzman, Esq., at Schatzman & Schatzman, P.A.,
represents the Debtor.
NATIONAL TRACTOR: Wins Cash Collateral Access Thru Oct 15
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, has authorized National Tractor Parts, Inc. to
use the cash collateral of First Midwest Bank and eCapital
Commercial Finance Corp., on an interim basis through October 15,
2021, in accordance with the budget, with a 10% variance.
As of the Petition Date, the Debtor owes First Midwest Bank
$1,052,387, pursuant to loan agreements, promissory notes, security
agreements, and other documents evidencing the Indebtedness
executed by the Debtor in favor of First Midwest Bank. The Bank
further asserts that pursuant to the Loan Documents, the Debtor
granted it perfected security interest and lien on the property
located at 12127A Galena Road, Plano, Illinois 60545, as well as
all of the assets of the Debtor together with the proceeds thereon,
some of which constitutes "cash collateral" within the meaning of
Section 363(a) of the Bankruptcy Code.
First Midwest Bank acknowledges that the Debtor has, pursuant the
Court order, sold its real estate c/k/a 12127A Galena Rd, Plano,
IL. and that First Midwest Bank received proceeds in the sum of
$667,989, reducing the balance of its secured claim. First Midwest
Bank retains its pre-petition lien on its remaining collateral.
As of the Petition Date, the Debtor owes eCapital $99,371, pursuant
to a Master Purchase and Sale Agreement, security agreements, and
other documents evidencing the Indebtedness executed by the Debtor
in favor of eCapital. Pursuant to the Factoring Documents, the
Debtor granted eCapital a perfected security interest and junior
lien all of the Assets of the Debtor other than the Plano Property
together with the proceeds thereon some of which constitutes Cash
Collateral, except for the accounts receivable for which eCapital
has a valid first lien.
Other potential lien holders, whose liens are subordinate to First
Midwest and eCapital, are:
a) U.S. Small Business Administration
b) First National Bank of Ottawa
c) Echo Capitol (a/k/a/ Snap Advances)
d) Berco of America
e) Steel Tracks, Inc.
The Court says these creditors will be granted a replacement lien
in the same priority that existed on the date of filing, without
prejudice to any determinations regarding lien priority or lien
avoidance in the future. The priority of e-Capital as to the
Debtor's account receivables, and the replacement lien granted to
e-Capital shall be of first priority as to the accounts
receivable.
As adequate protection for the Debtor's use of cash collateral, the
Prepetition Secured Lenders are secured by a lien to the same
extent, priority and validity as existed prior to the Petition
Date. The Prepetition Secured Lenders will receive a security
interest in and replacement lien upon all of the Debtor's property
and the proceeds thereof, to the extent actually used and for the
diminution, if any, in the value of the Prepetition Secured
Lenders' Collateral.
In return for the Debtor's continued interim use of Cash
Collateral, First Midwest Bank is granted adequate protection
payments in the amount of $5,000 per month until further Court
order to protect against any diminution in value of the collateral.
eCapital is granted adequate protection payments in the amount of
$500 per month until further Court order to protect against any
diminution in value of the collateral. The Prepetition Secured
Lenders will receive an administrative expense claim pursuant to
Section 507(b) of the Bankruptcy Code.
The Prepetition Secured Lenders are also granted adequate
protection for their secured interests in substantially all of the
Debtor's assets, including Cash Collateral equivalents and the
Debtor's cash and accounts receivable, among other collateral to
the extent and validity as held prepetition and subject to the
terms of the Subordination Agreement between the Prepetition
Secured Lenders.
The Debtor's failure to maintain insurance coverage and pay taxes
under as provided in the Order, and failure to cure same within 10
business days after notice, will constitute an event of default
under the Cash Collateral Order.
A further hearing on the use of Cash Collateral is scheduled for
October 15 at 10:30 a.m.
A copy of the order is available for free at https://bit.ly/3ki3vSY
from PacerMonitor.com.
About National Tractor Parts, Inc.
National Tractor Parts, Inc. -- https://www.ntparts.com/ -- is a
family-owned business in the heavy equipment parts industry.
National Tractor Parts sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-20833) on November
30, 2020. In the petition signed by Charles H. Gunier Jr.,
president, the Debtor disclosed up to $1,844,491 in assets and up
to $3,098,844 in liabilities.
Judge David D. Cleary oversees the case.
Richard G. Larsen, Esq., at Springer Brown, LLC is the Debtor's
counsel.
NEOPHARMA INC: Unsecureds to Recover 55% to 83% in Liquidating Plan
-------------------------------------------------------------------
Gary Murphey, in his capacity as the duly-appointed Chapter 11
Trustee (the "Chapter 11 Trustee") of Neopharma, Inc. ("Neopharma")
and Neopharma Tennessee, LLC, and the official committee of
unsecured creditors of the Debtors (the "Committee", together with
the Chapter 11 Trustee, the "Plan Proponents") filed a Disclosure
Statement in connection with the Chapter 11 Plan of Liquidation for
the Debtors dated September 16, 2021.
The Plan contemplates a liquidation of the Debtors and their
Estates and is therefore referred to as a plan of liquidation. The
primary objective of the Plan is to maximize the value of
recoveries to all Holders of Allowed Claims and to distribute all
property of the Estates that is or becomes available for
distribution in accordance with the priorities established by the
Bankruptcy Code.
On January 14, 2021, the Committee was appointed in the Chapter 11
Cases. The Committee consists of the following parties: (i)
McKesson Corporation; (ii) Securitas Security Services; (iii)
Professional Personnel Service, Inc.; and (iv) Jekson Vision
Private Limited.
On January 26, 2021, the Committee filed its Motion of the Official
Committee of Unsecured Creditors for Immediate Appointment of
Chapter 11 Trustee. The Committee requested the appointment of a
chapter 11 trustee for cause in order to protect the interests of
the Debtors' estates. To support its argument, the Committee
pointed to the following issues that had arisen since the start of
the chapter 11 proceedings: (i) failure to insure real property;
(ii) proposed below market sale to an insider; (iii) conflict of
Debtors' counsel, (iv) failure to appropriately market assets and
acts to chill bidding; (v) failure to disclose the appraisal value
to the Facility; and (vi) failure to secure critical DIP financing.
On January 29, 2021, the Court appointed Gary Murphey as the
Chapter 11 Trustee.
On March 17, 2021, the Chapter 11 Trustee and the Committee
designated USAntibiotics, LLC (f/k/a American Antibiotics, LLC)
("USAntibiotics", or "Purchaser"), a Georgia limited liability
company, as the stalking horse purchaser. USAntibiotics' stalking
horse bid provided for a purchase price of four million dollars
($4,000,000.00) for substantially all of the Debtors' assets plus
assumption of certain liabilities.
Pursuant to the Bidding Procedures Order, the Bankruptcy Court
conducted a hearing on the sale of the Debtors' assets (the "Sale")
on March 31, 2021 at 10:00 a.m. (the "Sale Hearing"). At the
conclusion of the Sale Hearing, the Bankruptcy Court overruled all
objections to the Sale and entered the Sale Order, approving the
asset purchase agreement with USAntibiotics (the "APA") and the
Sale of substantially all of the Debtors' assets. The Sale closed
on April 16, 2021.
The Plan will treat claims as follows:
* Class 3 consists of Allowed Non-Priority Wage Claims. Each
such Holder of an Allowed Non-Priority Wage Claim shall receive
Cash from the Distribution Fund in an amount equal to such Allowed
Non-Priority Wage Claim, on or as soon as reasonably practicable
after the later of (i) the Effective Date; (ii) the date the
Non-Priority Wage Claim becomes an Allowed Claim; or (iii) the date
for payment provided by any agreement or arrangement between the
Chapter 11 Trustee or Liquidating Trustee, as the case may be, and
the Holder of the Allowed Non-Priority Wage Claim. The Plan
Proponents estimate that the aggregate amount of Allowed
Non-Priority Wage Claims does not exceed $600,000. Class 3 is
Unimpaired.
* Class 4 consists of Allowed General Unsecured Claims. Each
Holder of an Allowed General Unsecured Claim shall receive such
Holder's Pro Rata Share of the beneficial interest in the
Liquidating Trust and as a Liquidating Trust Beneficiary shall
receive, on a distribution date, their Pro Rata Share of net Cash
derived from the Liquidating Trust Assets available for
Distribution on each such distribution date as provided under the
Plan and Liquidating Trust Agreement, as full and complete
satisfaction of the Claims against the Liquidating Trust. The Plan
Proponents estimate that the aggregate amount of Allowed General
Unsecured Claims will be approximately $4.8 million to $7.9
million. The Plan Proponents estimate that the projected recovery
of Holders of Claims in Class 4 will be 55% – 83%. Class 4 is
Impaired.
* Class 6 consists of Equity Interests in Debtor Neopharma.
Class 6 is Impaired. Holders of Equity Interests in Neopharma will
receive no distribution under the Plan and, on the Effective Date,
all Equity Interests in Neopharma shall be deemed cancelled,
terminated, extinguished, and void.
* Class 7 consists of Equity Interests in Debtor Neopharma
Tennessee. Class 7 is Impaired. Holders of Equity Interests in
Neopharma Tennessee will receive no distribution under the Plan
and, on the Effective Date, all Equity Interests in Neopharma
Tennessee shall be deemed cancelled, terminated, extinguished, and
void.
The Plan provides for the liquidation and distribution of all of
the Debtors' assets. Accordingly, the Plan Proponents believe all
chapter 11 plan obligations will be satisfied without the need for
further reorganization of the Debtors.
A full-text copy of the Disclosure Statement dated September 16,
2021, is available at https://bit.ly/3hJGDtW from PacerMonitor.com
at no charge.
Counsel to Gary M. Murphey:
POLSINELLI PC
David E. Gordon
Caryn E. Wang
1201 West Peachtree Street NW
Atlanta, Georgia 30309
Telephone: (404) 253-6000
Facsimile: (404) 684-6060
dgordon@polsinelli.com
cewang@polsinelli.com
Co-counsel to Official Committee of Unsecured Creditors:
BUCHALTER, P.C.
Jeffrey K. Garfinkle
Julian I. Gurule
18400 Von Karman Ave., Suite 800
Irvine, CA 92612
Telephone: (949) 760-1121
E-mail: jgarfinkle@buchalter.com
jgurule@buchalter.com
WOOLF, MCCLANE, BRIGHT, ALLEN & CARPENTER, PLLC
900 S. Gay Street, Suite 900
Knoxville, TN 37902
Telephone: (865) 215-1000
E-mail: glogue@wmbac.com
About Neopharma Inc.
Neopharma Inc. and Neopharma Tennessee, LLC, manufacturers of
pharmaceutical and medicinal products, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Lead Case No.
20-52015) on Dec. 22, 2020. At the time of the filing, the Debtors
disclosed assets of between $1 million and $10 million and
liabilities of the same range.
Judge Shelley D. Rucker oversees the cases.
Hunter, Smith & Davis, LLP and Province LLC serve as the Debtors'
legal counsel and financial advisor, respectively.
On Jan. 14, 2021, the U.S. Trustee for Region 8 appointed an
official committee of unsecured creditors. The committee tapped
Buchalter P.C. as its lead bankruptcy counsel, Woolf McClane Bright
Allen & Carpenter PLLC as Tennessee counsel, and Province LLC as
financial advisor.
Gary M. Murphey is the Debtors' Chapter 11 trustee. The trustee
tapped Polsinelli PC as legal counsel and Associated Accounting
Services, PC as tax return services provider. About Neopharma Inc.
Neopharma Inc. and Neopharma Tennessee, LLC, manufacturers of
pharmaceutical and medicinal products, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Lead Case No.
20-52015) on Dec. 22, 2020. At the time of the filing, the Debtors
disclosed assets of between $1 million and $10 million and
liabilities of the same range.
Judge Shelley D. Rucker oversees the cases.
Hunter, Smith & Davis, LLP and Province LLC serve as the Debtors'
legal counsel and financial advisor, respectively.
On Jan. 14, 2021, the U.S. Trustee for Region 8 appointed an
official committee of unsecured creditors. The committee tapped
Buchalter P.C. as its lead bankruptcy counsel, Woolf McClan Bright
Allen & Carpenter PLLC as Tennessee counsel, and Province LLC as
financial advisor.
Gary M. Murphey is the Debtors' Chapter 11 trustee. The trustee
tapped Polsinelli PC as legal counsel and Associated Accounting
Services, PC as tax return services provider.
NTH SOLUTIONS: Wins Cash Collateral Access Thru Oct 13
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Nth Solutions, LLC to use cash collateral during the
period from the Petition Date through October 13, 2021.
The Court says the Debtor's use of cash collateral may be extended
for an additional four weeks upon filing with the Court an Amended
Budget which has been approved by the Debtor and Bryn Mawr Trust,
the Lender.
The Debtor is permitted to use cash collateral to pay all
reasonable and necessary expenses related to the operation of its
business, including all trust fund payroll and sales taxes in
accordance with the budget.
As adequate protection for the Debtor's use of cash collateral, the
Lender is granted valid, binding, enforceable and perfected
post-petition replacement liens on the Debtor's postpetition assets
but limited to those types and descriptions of collateral in which
the Lender holds a pre-petition lien or security interest to the
extent of the pre-petition perfection and priority of the asserted
pre-petition lien. The Replacement Liens will have the same
priority and validity as the Lender's pre-petition security
interests and liens.
A further hearing to consider the Debtor's continued use of cash
collateral will be held on October 13, 2021 at 11 a.m.
A copy of the order and the Debtor's budget is available for free
at https://bit.ly/3EyWwgt from PacerMonitor.com.
The Debtor projects a total of $89,598 in expenses and $107,000 in
total revenue for the period from September 14 to October 13,
2021.
About Nth Solutions
Nth Solutions, LLC -- https://nth-solutions.com/ -- operates a
facility located at 15 East Uwchlan Avenue in Exton, Pa., where it
manufactures electronic and mechanical precision devices. In
addition to its own product line, Nth Solutions also works with its
clients using a proprietary market-driven methodology in order to
produce additional "state-of-the-art" products.
Nth Solutions sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case No. 21-10782) on March 26, 2021. In the
petition signed by Susan Springsteen, managing partner and member,
the Debtor estimated less than $50,000 in assets and liabilities of
$1 million to $10 million.
Judge Eric L. Frank oversees the case.
Maschmeyer Karalis P.C. represents the Debtor as counsel.
NXT ENERGY: Provides Operational Update
---------------------------------------
NXT Energy Solutions Inc. announced an update on the company's
recent research and development programs.
NXT reported that progress continues with respect to the
development of the "SFD-GT" geothermal sensor family for which NXT
is receiving advisory services and funding from the National
Research Council of Canada's Industrial Research Assistance
Program. To facilitate SFD-GT sensor development, NXT tested
existing SFD sensors under different operating parameters
associated with subsurface conditions favourable for geothermal
resources. The test results have demonstrated that the development
of a dedicated SFD Geothermal sensor family can be accelerated.
This will allow NXT to undertake commercial ventures in the
geothermal field in the near and midterm.
NXT also provided an update on processing algorithms that will
assist in the attribute mapping, interpretation and integration of
SFD data. A number of new approaches, algorithms, and models have
been successfully trialed that provide a more definitive approach
to corroborating SFD results by direct spatial comparison with
subsurface properties that are pertinent to both hydrocarbon and
geothermal applications. Whilst these methods require final
formalization and further field testing, NXT expects that the
eventual implementation of these enhancements will help drive the
integration of SFD data and results into the overall upstream
exploration cycle.
NXT also announced its patent application in India has now been
officially granted by the Office of the controller general of
Patents, Designs and Trade Marks bringing the total number of
countries granting NXT's patents to 45 which is indicative of the
successful technical scrutiny of the underlying concepts and
principles of the SFD geophysical method.
George Liszicasz, president and CEO of NXT, commented, "On the
business development side, hydrocarbon survey opportunities
continue to progress well in our core areas of focus in Africa,
Mexico, Asia, and in South America. In addition, we are in
discussions with multiple geothermal companies about providing SFD
services to them. For these reasons, we are optimistic about the
remainder of 2021, and will remain focused on contract execution in
order to deliver value to our shareholders."
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method
which can be used both onshore and offshore to remotely identify
areas with exploration potential for traps and reservoirs. The SFD
survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions Inc. provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
NXT Energy reported a net loss and comprehensive loss of C$5.99
million for the year ended Dec. 31, 2020. As of June 30, 2021, the
Company had C$24.82 million in total assets, C$3.90 million in
total liabilities, and C$20.92 million in shareholders' equity.
Calgary, Canada-based KPMG LLP, the Company's auditor since 2006,
issued a "going concern" qualification in its report dated
March 30, 2021, citing that the Company's current and forecasted
cash and cash equivalents and short-term investments position is
not expected to be sufficient to meet its obligations that raises
substantial doubt about its ability to continue as a going concern.
ORIGINCLEAR INC: Incurs $10.9 Million Net Loss in Second Quarter
----------------------------------------------------------------
OriginClear, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $10.90
million on $931,422 of sales for the three months ended June 30,
2021, compared to a net loss of $6.23 million on $1.06 million of
sales for the three months ended June 30, 2020.
For the six months ended June 30, 2021, the Company reported a net
loss of $28.76 million on $1.73 million of sales compared to net
income of $15.37 million on $2.15 million of sales for the same
period during the prior year.
As of June 30, 2021, the Company had $2.11 million in total assets,
$45.45 million in total liabilities, $9.36 million in commitments
and contingencies, and a total shareholders' deficit of $52.70
million.
A full-text copy of the Quarterly Report is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1419793/000121390021048418/f10q0621_originclearinc.htm
About OriginClear
Headquartered in Clearwater, Florida, OriginClear --
www.originclear.tech -- is a water technology company which has
developed in-depth capabilities over its 14-year lifespan. Those
technology capabilities have now been organized under the umbrella
of OriginClear Tech Group.
OriginClear reported net income of $13.26 million for the year
ended Dec. 31, 2020, compared to a net loss of $27.47 million for
the year ended Dec. 31, 2019. As of March 31, 2021, the Company
had $2.09 million in total assets, $39.52 million in total
liabilities, $7.73 million in commitments and contingencies, and a
total shareholders' deficit of $45.17 million.
Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
May 21, 2021, citing that the Company suffered a net loss from
operations and has a net capital deficiency, which raises
ORYX MIDSTREAM: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned a Long-Term Issuer Default Rating of
'BB-' to Oryx Midstream Services Permian Basin LLC (HoldCo, or the
Borrower), and a 'BB'/'RR3' rating to the senior secured Term Loan
B. The Rating Outlook is Stable.
The ratings reflect the scale of the asset base, which is well
positioned to serve the Plains Oryx Permian Basin LLC's (OpCo, or
the JV) 85+ customers and benefit from increasing crude production
in the prolific Permian basin. The asset base is largely built out
which lowers the need for additional capital expenditure at the JV
increasing the likelihood of free cash flow generation.
These strengths are somewhat weakened by moderately high leverage
(HoldCo Debt with equity credit/HoldCo EBITDA), which Fitch expects
will be around 6.0x in YE 2022, the first full year of operations.
To be clear, Fitch uses the distributions to the HoldCo as a proxy
for EBITDA in its calculations. The Borrower is structurally
subordinated and is one step removed from the assets, relying on
distributions for its debt service which will be paid after minor
capital expenditures (capital projects that cost below $10.0
million) and working capital needs at the OpCo.
The Stable Outlook reflects increasingly steady crude production
and transportation in the Permian and likelihood of stable free
cash flow generation at the OpCo, resulting in strong debt service
coverage at the Borrower, averaging over 3.0x in the forecast
period.
KEY RATING DRIVERS
Complementary Asset Base with Scale: The OpCo has one of the
largest transportation networks in the Permian with largely
complementary assets from the two partners, Plains All American
Pipeline, L.P. (Plains) and Oryx Midstream Holdings LLC (Oryx). The
combined system expands each partner's footprint in the Delaware
and Midlands basin and offers greater connectivity to the major
intra basin hubs (Wink, Midland and Crane). With approximately 4.1
million dedicated acres, 5,500 pipeline miles and 6.8MMBbl/d of
pipeline system multi segment capacity, the combined system will
also provide leading connectivity to downstream markets, with 10+
direct connections to the three key destination hubs of Houston,
Corpus Christi and Cushing, providing customers the optionality to
optimize transportation.
Non-Controlling Interest and Structural Subordination of Cashflows:
The HoldCo's only asset is its 35% ownership interest in the OpCo.
It is a holding company that receives subordinated cash flows as
distributions from the OpCo per the terms of the Modified
Distribution Sharing Agreement (MSA). All key decisions including
the budget must be approved by a unanimous vote from the
five-member board, three of whom are nominated by Plains and the
other two by the owners of HoldCo.
Similar to many other joint ventures, this structure constrains the
HoldCo's ability to exercise unilateral control over financial
policy including a sale of the underlying assets in times of
distress. Fitch views this construct as weak and it forms a key
credit consideration. However, this concern is lessened by
limitation on total debt at the OpCo (maximum of $150 million) and
the likelihood that the OpCo will remain debt-free. Additionally,
according to the terms of the MSA, all distributable cash flows
must be distributed to the parent entities and, up to $300 million,
distributions will be divided 50/50 between the two parents, which
increases FCF visibility.
Diversified Customer Base: The JV benefits from a diversified
portfolio of more than 85 contracted, Permian focused customers
with largely fixed-fee contracts and a weighted average remaining
term of approximately seven years. Weighted by the dedicated
acreage, 61% of the customers that are investment grade, 23% are
non-investment grade and 16% are private. The JV has a diversified
revenue stream with no single customer accounted for more than 16%
of total volumes.
Volumetric Exposure: The HoldCo's rating reflects its operational
exposure to volumetric risks associated with the production and
demand for crude oil. The Company benefits from acreage dedication
with minimal minimum volume commitments (MVCs) accounting for only
about 7% of overall volumes. Volatility can arise from multiple
sources including decline in commodity prices, weather events or
distress at the E&P producers. Fitch expects producers to remain
cautious in ramping up production significantly in 2H21, although
volumes are likely to be modestly higher driven primarily by
greater rig activity by producer customers.
Single-Basin Focused Provider: The HoldCo is a crude gathering and
transportation services provider that operates predominantly in
Delaware region of the Permian basin, and a significant presence in
the Midland region. The JV is significant in size and comparable to
amongst the largest entities in the region. As of YE 2021, the
combined entity would have generated $800 million of annualized
EBITDA without any synergies, increasing to the $900 million area
by YE 2022. Given its concentration in the Permian basin, the
HoldCo is subject to event risk should there be a significant
weather event and to sharp volatility in commodity prices.
Robust growth prospects: The underlying system is largely built-out
(combined both parents have invested about $5 billion in developing
the infrastructure) which lowers the capex requirements to about
$220 million annually over the next three years. Given the
complementary strengths of the combined system, the JV is well
placed to take advantage of the growth in the Permian, which
continues to have the lowest cost of production in the U.S. In
addition, rig activity has bounced back from 2Q20 and overall
growth in crude production is likely to be steady.
Leverage Trending Lower: Fitch believes FCF generated from volume
and EBITDA growth (and off a much larger asset base) is a key
factor to support deleveraging. Based on lookback of the combined
2020 information, pro forma for the merger, Fitch expects YE 2022,
EBITDA and FCF at the OpCo to be approximately $900 million and
$675 million respectively, which results in about $236 million in
distributions to the Borrower. With just under $1.5 billion in
total debt, Fitch expects HoldCo leverage of approximately 6.0x for
YE 2022 and which is expected to decline to below 5.0x by YE 2024,
largely through EBITDA growth from increasing volumes and from
realization of some synergies.
DERIVATION SUMMARY
The HoldCo's ratings reflect the JV's ability to generate strong
cash flows, and its extensive asset base and that is well connected
to the regional hubs, positioning the JV to take advantage of the
growth in the Permian basin. Structural subordination of the
Borrower, single basin focus and somewhat elevated leverage limit
the rating.
Compared to Plains, the HoldCo is highly leveraged, with Fitch
expecting HoldCo leverage to be about 6.0x for 2022 as compared to
Plains leverage expected to be around 5.0x in 2021 and in the 4.2x
to 4.8x range by YE 2022. Plains is also a more diversified and
considerably larger entity generating about three times the EBITDA
that the HoldCo would generate.
EQM Midstream Partners, LP (EQM; BB/Negative) owns, operates and
develops midstream assets including gathering and transmission
systems and FERC regulated pipelines primarily in the Appalachian
basin. It has material, concentrated counterparty exposure to EQT
Corporation (EQT; BB+/Stable). EQM generates EBITDA in excess of $1
billion, and Fitch expects leverage around 5.4x-5.6x for YE 2021.
DCP Midstream LP (DCP; 'BB+/Stable') is much more diverse and
operates in multiple basins. It has considerably lower volume risk
with about 70% of its gross margins being generated from fee-based
contracts. DCP is also larger than the HoldCo generating over $1
billion in EBITDA and leverage is expected to be in 5.0x-5.2x range
for YE2021.
KEY ASSUMPTIONS
-- Fitch price deck for WTI oil price of $60/barrel for 2021,
$52/barrel for 2022, and $50/barrel for 2023 and beyond;
-- Modest volume growth over the forecast period 2021, supported
by improved drilling and well completions;
-- Synergies assumed largely from cost optimization and lower
capital costs, with some benefits of blending and serving
customers more efficiently;
-- No new acreage dedications or new producer customers;
-- No acquisitions during forecast period requiring capital
contributions from the HoldCo/ Stonepeak Partners LP
(Stonepeak);
-- Deleveraging supported by term loan amortization (1% per
annum) and additional debt repayment in 2021 and 2022 in as
per the conditions of the Term Loan. No additional optional
debt paydown.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Increases in scale with a focus on the HoldCo's distributions
above $350 million per annum, or significant improvement in
business risk from a greater proportion of MVCs or take or pay
contracts;
-- Leverage (Total HoldCo Debt with Equity Credit / HoldCo
EBITDA) below 4.5x on a sustained basis.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Leverage (Total HoldCo Debt with Equity credit / HoldCo
EBITDA) above 5.5x on a sustained basis;
-- A significant change in cash flow stability profile, driven by
a move away from current majority of revenue being fee based.
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: Liquidity is limited to the cash on the balance
sheet and the $50.0 million revolver. Fitch expects the HoldCo to
receive sufficient distributions to comfortably meet its debt
service. Uses for cash are limited to principal payments for the
Term Loan which amortizes 1% ($15 million) every year. In addition,
Fitch forecasts additional paydowns in 2021 and in 2022, per the
provision of the Term Loan that require a cash flow sweep.
Another potential use of cash could be asset development or
purchase at the OpCo level, which will have to be funded by
contributions from the parent companies.
Both the Term Loan and the revolver have a 1.10x debt service
coverage ratio covenant. The revolver matures in 2026 and the Term
Loan in 2028.
ISSUER PROFILE
Plains Oryx Permian Basin LLC, is a midstream energy company formed
by the merger of Oryx, a portfolio company of Stonepeak, and
Plains. The JV will include all of Oryx's assets and, with the
exception of Plains' long-haul pipeline systems and certain of its
intra-basin terminal assets, the vast majority of Plains' assets
located within the Permian Basin. Plains will serve as operator of
the assets, while the JV will be managed by a Joint Operating
Committee composed of an equal number of Oryx and Plains members.
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.
ORYX MIDSTREAM: Moody's Assigns First Time Ba3 Corp Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Oryx
Midstream Services Permian Basin LLC, including a Ba3 Corporate
Family Rating, a Ba3 rating to its proposed $1.5 billion senior
secured term loan maturing in 2028, and a Ba1 rating to its
proposed $50 million super priority revolver expiring in 2026. The
rating outlook is stable.
Oryx Midstream, a newly formed subsidiary of sponsor Stonepeak
Partners LP (Stonepeak, unrated), is issuing the credit facilities
backed by its 35% equity interest in Plains Oryx Permian Basin LLC,
a joint venture between Plains All American Pipeline, L.P. (Plains,
Ba1 under review for upgrade) and Oryx Midstream Holdings LLC
(Oryx, B2 stable). Oryx is a portfolio company of Stonepeak.
The JV will include all of Oryx's assets and, with the exception of
Plains' long-haul pipeline systems and certain of its intra-basin
terminal assets, the vast majority of Plains' assets located within
the Permian Basin. Plains will serve as the operator of the assets.
Proceeds from the financing transaction will be primarily used to
repay Oryx's existing term loan.
"Oryx Midstream's Ba3 rating reflects its complete reliance on
distributions from the Permian basin JV between Plains and Oryx to
cover its debt-service obligations," said Arvinder Saluja, Moody's
Vice President. "The rating is supported by the JV's significant
position in the Permian, Oryx Midstream's meaningful ownership
stake in the JV and strong contractual rights to participate in key
strategic, financial policy and capital structure decisions."
Assignments:
Issuer: Oryx Midstream Services Permian Basin LLC
Probability of Default Rating, Assigned Ba3-PD
Corporate Family Rating, Assigned Ba3
Senior Secured Term Loan, Assigned Ba3 (LGD4)
Senior Secured Revolving Credit Facility, Assigned Ba1 (LGD2)
Outlook Actions:
Issuer: Oryx Midstream Services Permian Basin LLC
Outlook, Assigned Stable
RATINGS RATIONALE
Oryx Midstream's Ba3 CFR reflects its 35% ownership in the JV
between Plains and Oryx in the Permian basin, its strong
contractual rights and expected influence on key decisions, and the
JV's strong position as a provider of crude oil gathering and
transportation services in one of the premier basins in North
America. The JV will be one of the largest midstream operators in
the basin with 5500 pipeline miles and about $900 million initial
EBITDA scale, and will allow for direct connections to all major
intra-basin and downstream markets. Based on its business profile
and the implicit burden to support its owners' debts, Moody's views
the JV to be of strong Ba credit quality. The JV is being
structured to remain unlevered, have limited future growth capex
requirements, and distribute a substantial majority of its cash
flows to its partners. Oryx Midstream will also benefit from a
favorable tiered modified distribution sharing agreement.
However, Oryx Midstream's term loan debt service is reliant on JV
distributions. The term loan benefits from structural enhancement
in the form of an excess cash flow sweep, however it has certain
leverage triggers that could lead to limited term loan repayments
other than the required minimum amortization. Oryx Midstream's
standalone financial leverage (Debt/EBITDA) based on its
distributions received will be about 7x on an annualized basis but
should decline below 4.5x by 2023 based on expected JV distribution
growth. The initial stand-alone interest coverage should be strong
at about 4x while the initial loan to value of the underlying
equity units pledged is estimated to be around 35% based on the
cash equity currently invested.
The stable outlook reflects Moody's expectation that the protected
volume and earnings growth of the JV will lead to improved cash
flow and leverage at Oryx Midstream.
Oryx Midstream will maintain good liquidity. The company's sole
source of cash flow is the distributions it will receive from its
stake in the JV, but it will also have a $50 million revolver.
There is an excess cash flow sweep mechanism under the credit
facility's proposed terms that requires repayment of debt with 50%
of any excess cash flow if Oryx Midstream's leverage (Holdco
debt/proportionate JV EBITDA) remains above 4.25x, although this
percentage is reduced to 25% if leverage ratio remains between
3.75x and 4.25x, and to 0% below 3.75x. The JV distributions will
comfortably cover the Holdco's debt service requirements, which
includes interest payments and 1% mandatory amortization per annum.
Per the term loan credit agreement, the company is required to
maintain a debt service coverage ratio in excess of 1.1x. The
company will remain well in compliance with this covenant through
2022.
The term loan is rated Ba3. Because of the small size of the
revolver compared to the term loan, the term loan is rated the same
as the CFR. The $50 million revolver is rated Ba1 given that it has
a super-senior priority to the company's assets over the term loan.
Moody's views the Ba1 rating as more appropriate given the holdco
nature of Oryx Midstream and the underlying credit profile of the
JV than the rating suggested by Moody's Loss Given Default for
Speculative-Grade Companies Rating Methodology.
The new credit facilities are expected to provide covenant
flexibility that if utilized could negatively impact creditors,
including the following: the proposed incremental debt capacity up
to the greater of $300 million and 100% of Consolidated EBITDA,
plus unused capacity reallocated from the general debt basket, plus
unlimited amounts subject to the greater of 4.75x First Lien Net
Leverage Ratio and such ratio as of the closing date (if pari passu
secured). Amounts up to the greater of $300 million and 100% of
Consolidated EBITDA may be incurred with an earlier maturity date
than the initial term loans. Collateral leakage through the
transfer of assets to unrestricted subsidiaries is not permitted.
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, with no
explicit protective provisions limiting such guarantee releases.
There are no express protective provisions prohibiting an
up-tiering transaction. The proposed terms and the final terms of
the credit agreement may be materially different.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Oryx Midstream's ratings could be upgraded if the JV strengthens
its credit profile by meaningfully growing EBITDA scale and
lowering volumetric risk, while Oryx Midstream's stand-alone
financial leverage based on its distributions received remained
below 4x. The ratings could be downgraded if the JV takes on
material financial leverage or its cash flow generation and
distributions are more volatile than expected, or if Plains is
downgraded. Oryx Midstream could also be downgraded if its
stand-alone leverage based on its distributions received were to
remain above 6x beyond 2021 or if its liquidity worsened.
Oryx Midstream Services Permian Basin LLC, headquartered in
Midland, Texas, owns a 35% ownership stake in a joint venture with
a large crude oil gathering and transportation system in the
Permian basin. The company is majority-owned by affiliates of
Stonepeak Partners LP and ownership stakes are also held by an
affiliate of the Qatar Investment Authority and management.
The principal methodology used in these ratings was Midstream
Energy published in December 2018.
PATH MEDICAL: Seeks to Hire KapilaMukamal as Financial Advisor
--------------------------------------------------------------
Path Medical Center Holdings, Inc. and Path Medical, LLC seek
approval from the U.S. Bankruptcy Court for the Southern District
of Florida to hire KapilaMukamal, LLP to serve as their financial
advisor.
The firm's services include:
(a) providing restructuring and financial advice to the
Debtors;
(b) assisting the Debtors in formulating a plan of
reorganization;
(c) assisting the Debtors with valuation services;
(d) assisting the Debtors in the preparation of liquidation
analysis;
(e) reviewing all financial information prepared by the
Debtors or their accountants, including but not limited to,
reviewing the Debtors' assets and liabilities;
(f) reviewing and analyzing the organizational structure and
financial relationships of the Debtors;
(g) rendering such other assistance in the nature of
accounting services, financial consulting, valuation issues, or
other financial projections as the Debtors may deem necessary;
(h) preparing monthly operating reports, proformas and
budgets;
(i) rendering financial advice, including advice concerning
compensation of employees, independent contractors and officers;
and
(j) preparing tax returns.
KapilaMukamal will be compensated at its standard hourly rates
ranging from $170 to $560. The retainer fee for the firm's
services is $7,500.
As disclosed in court filings, KapilaMukamal is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Barry E. Mukamal. CPA
KapilaMukamal, LLP
1000 South Federal Highway, Suite 200
Fort Lauderdale, FL 33316
Telephone: (954) 761-1011
Facsimile: (954) 761-1033
Email: bmukamal@kapilamukamal.com
About Path Medical
Path Medical Center Holdings, Inc. and Path Medical, LLC filed
their voluntary petitions for Chapter 11 protection (Bankr. S.D.
Fla. Lead Case No. 21-18339) on Aug. 28, 2021. Manual Fernandez,
chief executive officer, signed the petitions.
At the time of filing, Path Medical Center listed $220,060 in
assets and $76,988,419 in liabilities while Path Medical listed
$30,047,477 in assets and $86,494,715 in liabilities.
Judge Scott M. Grossman oversees the cases.
Edelboim Lieberman Revah Oshinsky, PLLC and Foley & Lardner, LLP
represent the Debtors as bankruptcy counsel and special counsel,
respectively. KapilaMukamal, LLP serves as the Debtors' financial
advisor.
PBF HOLDING: Moody's Lowers CFR & Senior Secured Debt to B2
-----------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
PBF Holding Company LLC to B2 from B1, its senior secured debt to
B2 from Ba3 and its senior unsecured debt to Caa1 from B3. PBF's
Speculative Grade Liquidity SGL-3 rating remains unchanged. The
outlook remains negative.
At the same time, Moody's has also downgraded the CFR of PBF
Logistics LP (PBFX) to B2 from B1, its senior unsecured debt to B3
from B2 and changed the outlook to negative. PBFX's Speculative
Grade Liquidity SGL-2 rating remains unchanged.
RATINGS RATIONALE
The downgrade of PBF's CFR to B2 reflects Moody's expectation that
the sizable increase in long term debt, raised to support
operations and an acquisition in 2020, will keep PBF's credit
profile relatively weak, even as Moody's expects PBF's earnings and
operating cash flow to mount a recovery in the next 12 months to
its pre-pandemic levels. While the US refining market continues to
recover, supported by the recovery in domestic demand, improvement
in refining margins and overall better supply/demand balances,
Moody's expects that PBF will maintain a high degree of discipline
over operating expenses and capital investment.
As a large merchant refiner with sizable blending requirements, PBF
is managing elevated regulatory risks and higher cash outflows, as
prices for Renewable Identification Numbers (RINs) have increased
significantly. While Moody's is able to make assessments of
regulatory costs in 2021, future payments are difficult to project
because the regulator has not yet made a decision on the size of
the obligations for 2021/22. Should no improvement be achieved,
these may reduce projected cash flow. With respect to its Martinez
refinery in California, PBF is also working to address the recent
adoption of more stringent rules related to particular emissions
from refineries with fluid catalytic cracking in the Bay Area by
2026.
The downgrade of PBFX's CFR to B2 is driven by the downgrade of the
ratings of PBF, that remains the largest counterparty of PBFX. As a
sponsored master limited partnership (MLP), PBFX operates critical
midstream infrastructure supporting refining operations of PBF. On
a stand-alone basis, PBFX's credit profile is supported by its
stable cash flow, 90% of which is covered by long-term, fee-based
contracts with minimum volume commitments, and low leverage. The
credit profile is restrained by PBFX's small scale of operations
with limited third-party revenue and the currently weaker credit
profile of the refining company.
RATIONALE FOR THE NEGATIVE OUTLOOK
The negative outlook on PBF's ratings reflects high regulatory
risk, as well as elevated financial risks and risks to PBF's
liquidity position.
The negative rating outlook on PBFX's ratings mirrors the PBF's
negative outlook.
LIQUIDITY
PBF maintains adequate liquidity, as reflected by its SGL-3
liquidity rating. This assessment is supported by Moody's
expectation that the company will continue to have good access to
credit from its trading partners and will manage proactively its
sizable working capital requirements. PBF needs to finance a
significant inventory of crude oil, intermediates, and refined
products. At June 30, 2021, the company had $1,446 million of cash
on hand and about $1.2 billion available under its $3.4 billion
senior secured revolving facility. The revolver expires in May
2023. The maximum utilization under the revolver is governed by the
borrowing base. The facility has a single maintenance covenant, a
minimum fixed charge coverage ratio of 1.0x, that's applicable only
when availability drops below a certain level.
PBF's senior secured notes are rated B2, at the same level as the
CFR, reflecting the secured position of the holders of the secured
notes relative to unsecured lenders. The Caa1 rating on the senior
unsecured notes, two notches below the B2 CFR, reflects the size
and strong collateral package of the revolving credit facility,
which holds a priority claim to the assets over the unsecured
notes, as well as the priority treatment of the secured notes. The
revolver is secured by liquid assets, including deposit accounts,
accounts receivable, and all hydrocarbon inventory to which PBF
holds title (excluding inventory covered by the inventory
intermediation facility with J. Aron & Company).
PBFX has good liquidity, as reflected by its SGL-2 liquidity
rating. At June 30, 2021, the company had $32 million of cash on
hand and $336 million of availability under its $500 million senior
secured revolving credit facility. The revolver expires on July 30,
2023 and is secured by substantially all of PBFX's assets. The
revolving credit facility requires the company to adhere to the
following financial covenants: 1) maximum total leverage of 4.5x;
2) maximum secured leverage of 3.5x; and 3) minimum interest
coverage ratio of 2.5x. The company was in compliance with these
requirements on June 30, 2021 and Moody's expects the company to
maintain compliance over the next 12 to 18 months.
The $525 million senior unsecured notes due May 2023 are rated B3.
The B3 rating reflects the subordination to PBFX's $500 million
senior secured first-lien revolving credit facility, which is
secured by substantially all of the company's assets.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
PBF's ratings may be downgraded if the operating recovery were to
slow down or if liquidity were to weaken, including as a result of
larger working capital outflows, consistent negative free cash flow
generation or one-off events. While not likely in the near term,
the ratings may be upgraded amid sustained operating improvement
and accelerated debt reduction and deleveraging, with RCF/debt
maintained above 10%. Good liquidity, balanced distributions to
shareholders, and sustained improvement in profitability would also
support an upgrade of the ratings.
The ratings of PBFX may be downgraded if PBF is downgraded or its
liquidity were to weaken substantially and may be upgraded in step
with the ratings of PBF.
LIST OF AFFECTED RATINGS
Downgrades:
Issuer: PBF Logistics LP
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Corporate Family Rating, Downgraded to B2 from B1
Senior Unsecured Notes, Downgraded to B3 (LGD5) from B2 (LGD5)
Issuer: PBF Holding Company LLC
Probability of Default Rating, Downgraded to B2-PD from B1-PD
LT Corporate Family Rating, Downgraded to B2 from B1
Senior Secured Regular Bond/Debenture, Downgraded to B2 (LGD3)
from Ba3 (LGD3)
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD5)
from B3 (LGD5)
Outlook Actions:
Issuer: PBF Holding Company LLC
Outlook, Remains Negative
Issuer: PBF Logistics LP
Outlook, Changed To Negative From Stable
PRINCIPAL METHODOLOGY
The principal methodology used in rating PBF Holding Company LLC
was Refining and Marketing published in August 2021.
PETROTEQ ENERGY: To Apply for TSX Venture Reinstatement
-------------------------------------------------------
Petroteq Energy Inc. provides the following corporate update:
As previously announced, the Canadian cease trade order has been
revoked by the Ontario Securities Commission, but Petroteq remains
subject to a TSX Venture Exchange trading suspension. The company
and its management are working on the exchange reinstatement
application and will update the market as soon as possible.
Unfortunately, the exact timing of this process is not known but
the company is working as expeditiously as possible to conclude the
process. Petroteq is current in its filings under section 13(a) of
the U.S. Securities Exchange Act of 1934; its annual report for the
fiscal year ended August 31, 2021 is not due until November 29,
2021.
Dr. R.G. Bailey, chief executive officer, commented, "We are
diligently working on the reinstatement application process and I
will do my utmost to ensure that all procedures are followed
properly and in a timely manner".
About Petroteq Energy Inc.
Petroteq Energy Inc. -- www.Petroteq.energy -- is a clean
technology company focused on the development, implementation and
licensing of a patented, environmentally safe and sustainable
technology for the extraction and reclamation of heavy oil and
bitumen from oil sands and mineable oil deposits. Petroteq is
currently focused on developing its oil sands resources at Asphalt
Ridge and upgrading production capacity at its heavy oil extraction
facility located near Vernal, Utah.
Petroteq reported a net loss and comprehensive loss of $12.38
million for the year ended Aug. 30, 2020, compared to a net loss
and comprehensive loss of $15.78 million for the year ended Aug.
31, 2019.
Vancouver, British Columbia, Canada-based Hay & Watson, the
Company's auditor since 2012, issued a "going concern"
qualification in its report dated Dec. 15, 2020, citing that the
Company has had recurring losses from operations and has a net
capital deficiency, which raises substantial doubt about its
ability to continue as a going concern.
PHI GROUP: Signs MOU to Acquire Majority Ownership in Five-Grain
----------------------------------------------------------------
PHI Group, Inc. has signed a Memorandum of Understanding (MOU) to
acquire 70% ownership in Five Grain Treasure Spirits Co., Ltd., a
company with over 100 years of tradition in Jilin Province, China.
This transaction is expected to create substantial value for the
Company, its shareholders and all stakeholders.
According to the MOU, PHI Group will acquire 70% ownership in
Five-Grain and provide the additional required capital for
Five-Grain to fully execute its business plan. The budget for this
transaction will be US$100,000,000, to be paid in three tranches.
The Company will complete the due diligence of Five-Grain before
signing a Definitive Agreement for the consummation of this
transaction, which is scheduled to close by the end of 2021. PHI
Group will also set up a subsidiary under the name of "Empire
Spirits, Inc." as the special purpose vehicle for this
undertaking.
Baijiu is a white spirit distilled from sorghum. It is similar to
vodka but with a fragrant aroma and taste. It is currently the
most consumed spirit in the world. Mainly consumed in China, it is
gaining popularity in the rest of the world.
Five-Grain specializes in the production and sales of spirits and
the development of proprietary spirit production processes. It
also possesses a patented technology to grow red sorghum for baiju
manufacturing. The patented grain produces superior yield and
quality. Five-Grain is a reputable bulk alcohol supplier to some
of the largest spirits companies in the world.
According to the Five-Grain development plan, once the acquisition
is completed, the company will follow a three-prong growth strategy
to reach 200,000,000 liters of bulk spirits per year to supply to
other beverage companies and develop its own brand using
proprietary manufacturing methods and preferred distribution
channels. By reaching these goals, Five-Grain expects to annually
generate over US$600 million in revenues on the success of the
Company's growth plan.
Kweichow Moutai, the largest alcohol company in the world has
recently crossed the $500 billion dollar valuation mark. With a
single Baijiu product, they enjoy a 50X expected revenues.
Five-Grain will supply bulk spirits to them as well as other major
spirits companies.
With this type of a multiple, PHI Group is confident this will
bring tremendous value to all its shareholders.
Mr. Jimmy Wang, vice president of Five-Grain, stated: "By
partnering with PHI Group and having access to international
capital sources, we are confident we will be able to accelerate our
execution to meet our growth targets and become a major player in
this sector."
Henry Fahman, chairman and CEO of PHI Group, concurred: "We are
delighted to work with Five-Grain in this very rare opportunity to
create special value for our shareholders and all other
stakeholders. While continuing to fulfill major initiatives
regarding our Luxembourg bank funds, the Asia Diamond Exchange,
crypto technology and blockchain projects, we also are currently
expanding our mergers and acquisitions activities to increase
consolidated revenues and operating results for our company."
About PHI Group
Headquartered in Irvine, California, PHI Group, Inc.
(www.phiglobal.com) primarily focuses on advancing PHILUX Global
Funds, a group of Luxembourg bank funds organized as "Reserved
Alternative Investment Fund", and building the Asia Diamond
Exchange in Vietnam. The Company also engages in mergers and
acquisitions and invests in select industries and special
situations that may substantially enhance shareholder value.
PHI reported a net loss of $2.18 million for the year ended June
30, 2020, compared to a net loss of $2.93 million for the year
ended June 30, 2019.
Eastvale, California-based MS Madhava Rao, issued a "going concern"
qualification in its report dated June 22, 2021, citing that the
Company has an accumulated deficit of $44,010,352 and stockholders'
deficit of $7,059,790 as of June 30, 2020. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
PLATINUM CORRAL: Unsecured Creditors to Get $1.2M in Plan
---------------------------------------------------------
Platinum Corral, L.L.C., filed with the U.S. Bankruptcy Court for
the Eastern District of North Carolina a Disclosure Statement for
Plan of Reorganization dated September 16, 2021.
The Debtor is a North Carolina limited liability company that has
operated Golden Corral restaurants since approximately 1996. The
Debtor filed a voluntary petition seeking relief under chapter 11
of the Bankruptcy Code on April 9, 2021. Since that time, the
Debtor has continued in possession of its assets and has operated
as a debtor-in-possession. The Plan contemplates repayment of
Claims from the Debtor's ongoing business operation of 12 Golden
Corral restaurants located in North Carolina and Virginia.
The Debtor will continue to operate its business, and Mr. Sewell
will serve as the Reorganized Debtor's President and CEO. The
Debtor will assume all unexpired leases of nonresidential real
estate for its Open Locations (the "Open Location Leases"), and
other executory contracts associated with its Open Locations. The
Debtor will pay any arrearages or other costs required by the
Bankruptcy Code to assume such leases and executory contracts (the
"Cure Amounts") on the Effective Date. The Debtor has negotiated
amendments to Open Location Leases (including the Master Leases) on
terms that are favorable to the Debtor in its ongoing business
operations. The amended leases generally provide for the cure of
lease defaults over a period of time, with reduced lease payments
going forward.
The pertinent terms of the Open Location Leases as addressed in the
Assumption Motion and provide significant savings to the Debtor as
each provides reasonable modifications to the underlying payment
terms, including, but not limited to, allowing the Debtor to cure
payment deficiencies over time.
The Debtor will pay Administrative Expense Claims in full on the
Effective Date or upon such other mutually acceptable terms as the
parties may agree. Any and all priority taxes due and owing to the
Internal Revenue Service, N.C. Department of Revenue, or any other
state, county or city taxing authority shall be paid in full.
Secured Creditors retain rights in their collateral regardless of
whether they file a proof of claim. Filing a proof of claim submits
a Creditor to the jurisdiction of the Court, with consequences an
attorney can explain. For example, a Secured Creditor who files a
proof of claim may surrender important nonmonetary rights,
including the right to a jury trial.
In accordance with the Plan, the Debtor will, over time, pay into a
Plan Disbursement Account the sum of $1,200,000, from which the
holders of Allowed General Unsecured Claims will receive pro rata
distribution. While the Allowed General Unsecured Claims per the
Schedules filed by the Debtor and the proofs of claim filed as a
matter of record exceed $40,000,000 ("Unsecured Claim Base"), based
on compromises contingent on Plan confirmation, PPP loan
forgiveness, modifications to assumed Open Location Leases, and
claims to which the Debtor intends to object pursuant to the terms
of the Plan, the Debtor has made a good faith estimate that the
class of Allowed General Unsecured Claims will likely be between
$5,000,000 and $10,000,000.
In the event of a confirmed and approved Plan, certain parties have
agreed to compromise their Allowed General Unsecured Claims as
follows:
* Golden Corral Franchising Systems, Inc. ("GCFS"). GCFS filed
an unsecured claim in the amount of $7,169,506.64. GCFS will deem
its general unsecured claim satisfied by Debtor's payment of
$110,000.00 to be paid in regular quarterly payments over a period
of no more than 3 years from the Effective Date, provided it is
paid in full prior to the maturity of the PPB Note A 2026.
* Sewell Notes. Mr. Sewell filed unsecured claims in the
amount of $14,677,333.00, Claims 35 and 36, respectively, evidenced
by a promissory note dated December 31, 2020 in the original
principal amount of $13,767,050.00, and a promissory note dated
December 31, 2020 in the original principal amount of $910,283.00
(the "Sewell Promissory Notes"). The Sewell Promissory Notes and
the Sewell claim in the amount of $14,677,333.00 will be satisfied
by the issuance of new equity in the reorganized Debtor as provided
in the treatment of Class 13.
In addition, a portion of the General Unsecured Claims include
three obligations which arise under the Payroll Protection Program
(the "PPP"), for which the Debtor will seek, or has sought,
forgiveness pursuant to the rules and regulations of the PPP.
* $4,700,812 PPP1 loan with The Loan Source. The Debtor has
applied for loan forgiveness, and anticipates that approximately
$2,640,812 of the amount of the loan will be forgiven, leaving a
balance of approximately, $2,060,000.
* $1,821,000 PPP1 loan with First National Bank of
Pennsylvania ("FNB"). The Debtor applied for loan forgiveness
pursuant to the PPP program. On August 11, 2021, Debtor received
confirmation that 100% of the FNB loan has been forgiven.
* $2,000,000 PPP2 Loan with The Loan Source. The Debtor has
not yet applied for loan forgiveness, but it anticipates that this
obligation will be forgiven in its entirety.
The Debtor estimates the total amount of General Unsecured Claims
is between $5,000,000 and $10,000,000. The Debtor will pay $20,000
per month commencing the first day of the first full month after
the Effective Date, into a Plan Disbursement Account, from which
quarterly pro rata distributions will be made by the Disbursing
Agent to the Allowed General Unsecured Claims. The monthly payments
by the Debtor into the Plan Disbursement Account will continue for
a period of time until all Allowed Class 11 Claims have been paid
in full, or for a period of 60 months, whichever occurs sooner.
The Debtor will pay Allowed Claims, in accordance with the
priorities of the Bankruptcy Code and this Plan, from funds
generated by its ongoing business operations.
A full-text copy of the Disclosure Statement dated September 16,
2021, is available at https://bit.ly/3hMCoO8 from PacerMonitor.com
at no charge.
Attorneys for Platinum Corral:
SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
Gerald A. Jeutter, Jr.
Anna B. Osterhout
P.O. Box 2611
Raleigh, North Carolina 27802-2611
Telephone: (919) 821-1220
Facsimile: (919) 420-0475
jjeutter@smithlaw.com
aosterhout@smithlaw.com
About Platinum Corral
Platinum Corral, LLC, is a multi-unit franchise operator of Golden
Corral Buffet-Grill restaurants in North Carolina and Virginia. It
is based in Jacksonville, N.C.
Platinum Corral filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.C. Case No. 21-00833) on April 9, 2021. In the petition
signed by Louis William Sewell, III, president and chief executive
officer, the Debtor disclosed $11,254,441 in assets and $49,389,647
in liabilities.
Judge Joseph N. Callaway oversees the case.
The Debtor tapped Smith Anderson as legal counsel, Williams
Scarborough Gray LLP as accountant, and Capital Insight LLC as
financial, real estate and restructuring advisor.
On May 3, 2021, the official committee of unsecured creditors was
appointed in the Debtor's Chapter 11 case. Brinkman Law Group, PC,
Waldrep Wall Babcock & Bailey, PLLC and Dundon Advisers, LLC serve
as the committee's lead bankruptcy counsel, local counsel and
financial advisor, respectively.
PLAYA HOTELS: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Playa Hotels & Resorts
N.V. to positive from negative and affirmed its 'CCC+' issuer
credit rating.
At the same time, S&P affirmed its 'CCC+' issue-level rating on the
company's secured debt.
S&P said, "The positive outlook reflects our expectation that Playa
will maintain adequate liquidity. In addition, it indicates that we
could raise our rating on the company if the significant recent
improvement in travel volumes to Mexico and the Caribbean is
sustained and its package average daily rates (ADRs), which are
currently significantly elevated relative to 2019 levels, do not
moderate materially. Specifically, we could raise our rating if
Playa increases its revenue and EBITDA such that it sustains EBITDA
coverage of interest expense of more than 1.5x, which would
indicate it is able to sustain its capital structure over the long
term.
"Despite its weak expected credit measures in 2021, the positive
outlook reflects that Playa could improve its EBITDA coverage of
interest expense to more than 1.5x in 2022 if it sustains its
recent occupancy levels and its currently elevated rates do not
moderate significantly. The loosening of pandemic-related travel
restrictions, the elevated level of consumer savings bolstered by
recent fiscal stimulus, and pent-up demand appear to be supporting
a recovery in the volume of leisure travel to Mexico and the
Caribbean. Playa recently reported that its occupancy in July and
August was 63.8%, which is an improvement from its 31.6% rate in
the first quarter of 2021 and 49.9% in the second quarter. In
addition, its package ADR of $328 represented an approximate 34%
increase compared with the same period in 2019. Additionally, Playa
has disclosed that its booking curve for the third and fourth
quarters is significantly outpacing its performance during the same
period in 2019 primarily due to the increase in its package ADR.
"We now expect that the company's total package revenue could
improve to about 80% of 2019 levels in 2021 before potentially
rising to be even with--or modestly better than--2019 levels in
2022. Although we don't expect Playa's occupancy to fully recover
to 2019 levels in 2022, it could benefit from a recovery in travel
volumes to the Dominican Republic (following the 2019 health scare
that dampened demand), the reopening of the Hilton Playa del Carmen
and Hilton La Romana following renovations, and the recent opening
of the Cap Cana. Additionally, we expect that the company could
improve its 2022 EBITDA margin above 2019 levels due to the larger
proportion of bookings coming through its direct channel and its
heightened package ADR relative to 2019. Under our revised
base-case forecast, we assume its leverage improves below 7x in
2022 while its EBITDA coverage of interest expense rises to more
than 2x.
"The potential effects of the delta variant are a near-term risk
factor, though we believe our revised base-case assumptions are
reasonably conservative when compared with the company's disclosed
booking curve and recent operating performance. The delta variant
has introduced fresh uncertainty into the trajectory of the
pandemic recovery. Because of Playa's exposure to air travel in its
markets, the spread of the delta variant represents a particular
risk that could cause it to underperform our base case. For
example, the U.S. has experienced a new wave of COVID-19 infections
related to the delta variant starting from the mid-South and
spreading quickly to nearby states with vaccination rates below the
national average. Concerns over the spread of the variant have
affected the demand for travel, including to Playa's key Yucatan
market, which reported a sequential drop in international arrivals
in August 2021 relative to August 2019.
"We expect Playa's liquidity to be adequate over the next 12
months. As of June 30, 2021, the company held $212.1 million of
unrestricted cash on hand and had full access to the $85 million
available under its revolving credit facility. Playa has engaged in
a series of liquidity-enhancing transactions since March 2020,
including a $125 million common equity offering and the sale of
four non-core hotels. In addition, the company reported that it
generated positive free cash flow in the second quarter of 2021.
Under our current base case, we assume that it generates positive
free cash flow through 2022 depending on its level of capital
investment."
As a hotel owner, Playa's ability to liquidate properties enhances
its financial flexibility. On April 22, 2021, Playa announced the
sale of its Riviera Maya-based Capri hotel for $55 million in cash.
On Nov. 4, 2020, it announced the sale of its Riviera Maya-based
Dreams Puerto Aventuras for a total cash consideration of $34.5
million. Additionally, on May 1, 2020, Playa announced the sale of
two Jamaican resorts, the Jewel Dunn's River Beach Resort & Spa and
the Jewel Runaway Bay Beach Resort & Waterpark, for a total
consideration of $60 million in cash. Although market conditions
are typically depressed when asset sales are needed and this may
reduce the number of potential buyers, the company could sell
further noncore hotels in its portfolio if it needs to generate
additional liquidity
Playa's relationships with Hyatt and Hilton provide it with
competitive advantages. After the Hilton Playa del Carmen and
Hilton La Romana projects were completed in November 2019, the
company converted three of its resorts to the Hilton brand.
Additionally, Playa owns and operates eight resorts under the Hyatt
brand. The company's partnerships with these brands provide it with
a number of benefits, including access to their loyalty programs,
quality assurances, and increased exposure to new customers. As
global brands expand their all-inclusive offerings, Playa could
identify additional opportunities to partner with lodging companies
that are well recognized and have good distribution systems.
S&P said, "Prior to the pandemic, the competition in the
all-inclusive space was heating up and we believe the level of
competition could increase over the next several years. Since
entering the all-inclusive space in 2019, Marriot has added 19
franchised resorts to its portfolio with plans to increase its
all-inclusive presence to 33 properties by 2025. We believe
traditional lodging brands that have historically eschewed the
all-inclusive model are responding to consumer demand and the
success of Hyatt's Ziva and Zilara brand launches with Playa a few
years ago." Increased competition from branded all-inclusive
resorts in the company's markets could diminish the competitive
advantages it receives from partnering with brands like Hilton and
Hyatt.
Environmental, social, and governance (ESG) credit factors for this
credit rating change
-- Health and safety
S&P said, "The positive outlook reflects our expectation that Playa
will maintain adequate liquidity. In addition, it indicates that we
could raise our rating on the company if the significant recent
improvement in travel volumes to Mexico and the Caribbean are
sustained and its package ADRs, which are currently significantly
elevated relative to 2019 levels, do not moderate materially.
Specifically, we could raise our rating if Playa increases its
revenue and EBITDA such that it sustains EBITDA coverage of
interest expense of more than 1.5x, which would indicate it is able
to sustain its capital structure over the long term.
"We would likely raise our rating on Playa if it maintains adequate
liquidity and sustains the recent improvements in its revenue and
EBITDA such that it improves its EBITDA coverage of interest
expense above 1.5x and sustains it at this level. We would also
need to believe that a normalization in visitation to alternative
global leisure travel markets would not materially hurt the
recovery in travel volumes to Mexico and the Caribbean.
"We could lower our rating on Playa if we believe a slowdown or
reversal of the recent recovery in leisure travel to Mexico and the
Caribbean would threaten the company's liquidity or ability to
sustain its capital structure such that the risk of a distressed
exchange, restructuring, or conventional default increases."
POLYMER ADDITIVES: S&P Upgrades ICR to 'B-', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Polymer
Additives Holdings Inc. (doing business as Valtris) to 'B-' from
'CCC+'
S&P said, "In addition, we raised our issue-level ratings on the
company's first-lien debt, including Valtris' term loan and
revolving credit facility, to 'B-' from 'CCC+', in line with our
issuer upgrade. The recovery ratings were revised to '3' from '4',
indicating our expectation of meaningful (50% to 70%) recovery in
the event of a payment default.
"The stable outlook on Valtris reflects our expectation that credit
metrics will improve compared to our previous forecast and will
remain consistent with our current rating over the next 12 months.
"Valtris' credit metrics have improved in the first half of 2021,
and we expect modest improvement through the remainder of the year,
such that we no longer assess the company's debt leverage as
unsustainable."
Valtris experienced a mid-single digit volume decline in 2020, as
demand in key end-markets, such as construction and autos, was hurt
by the fallout from the coronavirus pandemic. Lower volumes, along
with pricing pressures, resulted in a revenue decline in the
high-single digits during 2020. The decline was partially offset by
increased demand for the company's sanitation-focused products.
Demand has since recovered across the majority of Valtris'
portfolio, with higher volumes, improved pricing, and market share
gains in the first half of the year contributing to year-over-year
revenue growth exceeding 30%. The company implemented cost controls
at the start of the pandemic and benefited from lower raw material
prices. However, markets for certain of the company's inputs have
tightened materially in 2021, particularly in key raw materials
such as toluene, tin, soybean oil, and certain alcohols. Valtris
has been proactive in passing through these heightened costs to
customers, which has led to a sequential improvement in S&P sad,
"S&P Global Ratings-adjusted EBITDA margins the past few quarters.
Despite recent margin improvement and share gains during a period
of rising input costs, we view increased raw material pricing,
sourcing difficulties, and supply chain constraints as key credit
risks. The majority of Valtris' customer contracts do not include
raw material cost pass-through provisions, a factor which we
believe could lead to margin deterioration if raw material prices
remain elevated or continue to rise. For this reason, we continue
to assess Valtris' EBITDA margins and profitability as below
average compared to its rated specialty chemical peers.
Additionally, we expect raw material price increases, along with
improved demand, will lead to a moderate use of cash from working
capital, such that 2021 free cash flow generation is around zero."
S&P said, "The demand rebound in transportation and building
material end-markets, pricing strength, modest market share gains,
and stable EBITDA margins, have led to a material improvement in
our forecasted credit metrics. We now expect S&P Global
Ratings-adjusted debt to EBITDA will improve to around 6x by
year-end 2021, from about 9x at year-end 2020. With weighted
average S&P Global Ratings-adjusted debt to EBITDA of 7x and funds
from operations (FFO) to debt around 8%, we no longer view Valtris'
leverage as unsustainable, and expect credit metrics to remain
commensurate with our 'B-' rating.
"The stable outlook reflects our view that the company's manageable
debt maturity profile, sufficient covenant headroom, adequate
liquidity, and improved operating performance, will offset weak
free cash flow generation in 2021.
Valtris' nearest debt maturity occurs in July of 2023 when its
revolving credit facility comes due, and its term loan does not
mature until 2025. The company, which fully drew on its credit
facility in March of 2020, triggering a 7.85x springing net
leverage covenant, has since paid down the majority of borrowings
under the revolver and the springing covenant was not in effect as
of June 2021. S&P said, "With a modest amount of balance sheet cash
and about $40 million of available borrowings under the revolving
credit facility (RCF), we believe the company's liquidity profile
has strengthened since 2020, and we continue to expect that its
liquidity sources will exceed its uses by more than 1.2x over the
next 12 months. The positive credit implications from an improved
liquidity profile are partially offset by our expectation for weak
cash flow generation in 2021. The company generated negative free
operating cash flow (FOCF) through the first half of the year as
working capital increased along with a rebound in volumes and input
pricing. We expect a release of working capital, in line with the
typical seasonality of the business, which should support free cash
flow in the second half of the year, and we do not project any
additional revolver draw. However, we believe the company's
inability to generate sustainable positive free cash flow remains a
key risk to our rating."
Valtris' market position in the polymer additives industry
continues to drive S&P's assessment of the company's business
risk.
Valtris benefits from its market position in product lines such as
benzyl plasticizers, which give plastics improved flexibility, and
biocides, which add protection from microorganisms. The company
also produces solvents for industrial use, precursors for cleaning
products, and flavor and fragrance chemicals. Valtris benefits from
geographic diversification, with balanced exposure to Europe and
the Americas. Valtris has modest end-market concentration, with
approximately one-third of its sales derived from the cyclical
building products market, as well as exposure to transportation and
consumer and packaging end-markets. Despite customer and geographic
diversity, Valtris operates in a small, niche, and fragmented
industry. Additionally, its profitability is hindered by its
numerous product lines and low capacity utilization rates at
several of its manufacturing facilities, resulting in high
operating leverage and low margins.
S&PS aid, "The stable outlook on Valtris reflects our expectation
that credit metrics will improve compared to our previous forecast
and will remain consistent with our current rating over the next 12
months. End-market demand has bounced back from the recessionary
low experienced in the second quarter of 2020, and we expect
year-over-year pricing and volume growth will continue through the
remainder of 2021. Leverage metrics, which ended the year at what
we considered unsustainable levels, have improved in the first half
of 2021, and we now expect S&P Global Ratings-adjusted debt to
EBITDA of around 6x at year-end (from nearly 9x at year-end 2020).
While free cash flow generation has been pressured by rising
working capital requirements, we believe the company will maintain
adequate liquidity over the coming 12 months, with sources of funds
exceeding uses by over 1.2x.
"We could consider a negative rating action on Valtris within the
next 12 months if the company's liquidity weakened such that
liquidity sources over uses fell below 1.2x, if operating
conditions were to worsen such that free cash flow generation
turned significantly negative, or if debt to EBITDA were to
approach double digits. Such a scenario could occur if EBITDA
margins deteriorated 150 basis points (bps) below are base case,
along with marginally weaker-than-expected revenue growth. We could
also consider a lower rating if the company did not maintain
prudent financial policies that support credit metrics we view as
commensurate with the current rating. We would view the pursuit of
debt-funded growth initiatives or dividend distributions to owners
as inconsistent with our current financial policy expectations.
"Although unlikely at this time, we could consider a positive
rating action over the next 12 months if weighted average S&P
Global Ratings-adjusted debt to EBITDA improved to below 6x on a
sustained basis along with positive free cash flow generation. This
could occur if end-market demand supported volume growth in 2022
above our current expectations and the company was able to
proactively pass-through raw material cost inflation, leading to
EBITDA margin expansion of 100 bps above our base case expectation.
To consider an upgrade, we would also need to believe the company's
financial policies would remain supportive of its improved leverage
profile."
PURDUE PHARMA: Challengers Want to Stop Settlement Pending Appeal
-----------------------------------------------------------------
Jeremy Hill, writing for Bloomberg News, reports that Washington
state and Connecticut asked a judge to temporarily block Purdue
Pharma LP's deal to settle a mountain of opioid liabilities while
they seek to overturn the agreement on appeal.
Attorneys general from the two states on Sunday asked U.S.
Bankruptcy Judge Robert Drain to ensure that the OxyContin maker's
settlement won't go into effect before they have had a fair chance
to challenge its approval. Otherwise, they argue, Purdue may be
able to stymie any appeal of its hotly contested settlement plan.
About Purdue Pharma
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as
legal counsel; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk LLC is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
RECON MEDICAL: Seeks to Hire Denko & Bustamante as Special Counsel
------------------------------------------------------------------
Recon Medical, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Nevada to hire Denko & Bustamante, LLP as its
special counsel.
The Debtor selected the firm as its special counsel for
intellectual property and related litigation matters.
J. Scott Denko, Esq., a partner at Denko & Bustamante, will be
responsible for the representation of the Debtor. He will bill $385
per hour for his services.
The firm received a retainer in the amount of $145,304.25.
Mr. Denko disclosed in a court filing that the firm and its
attorneys do not hold or represent any interest adverse to the
Debtor's estate.
The firm can be reached through:
J. Scott Denko, Esq.
Denko & Bustamante, LLP
2905 San Gabriel St Suite 205
Austin, TX 78705
Office: (512) 580-2420
Direct: (512) 580-2421
Email: denko@dcllegal.com
About Recon Medical LLC
Recon Medical, LLC -- https://reconmedical.com/ -- is a Nevada
limited liability company with a principal place of business
located at 1872 Buenaventura Blvd., Unit 1, Redding, Calif. It was
formed on December 1, 2015, and is managed by Derek Parsons and
John Rood. Recon is a retailer of lightweight medical devices and
supplies, including a Gen 4 Tourniquet, Bleed KitsTM, WoundClotTM
soluble hemostatic gauze, and various related supplies. Its
business is mainly comprised of online sales through its website,
and on its Amazon.com "storefront."
Recon Medical sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 21-14382) on Sept. 3, 2021, listing
as much as $500,000 in both assets and liabilities. Derek Parsons,
chief executive officer, signed the petition.
Larson and Zirzow, LLC and Denko & Bustamante, LLP serve as the
Debtor's bankruptcy counsel and special counsel, respectively.
REFFICIENCY HOLDINGS: Recent Deals No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's Investors Service announced that Refficiency Holdings LLC's
(dba Therma) proposed acquisition of Bel-Aire Mechanical, as well
as the recent acquisitions of CMTA, Inc. and Building Systems
Holding LLC are credit positive. The recent acquisitions will
expand Therma's geographic footprint and mission critical service
offering. Therma's B2 Corporate Family Rating, B2-PD Probability of
Default, and B2 first lien bank credit facility are unchanged. The
outlook remains stable.
Financing for the transaction includes a combination of debt and
equtiy (with around 30% of additional equity). The company plans to
finance the transaction with $350 million of incremental first lien
term loan and about $68 million of first lien delayed draw term
loan. Both incremental term loans are expected to be fungible with
the outstanding term loans.
The B2 CFR rating reflects expected improvement in Therma's
competitive profile in mission critical markets and geographic
footprint from the acquisitions of CMTA, Building Systems Holdings,
and Bel-Aire. These businesses will expand Therma's reach into the
stable and sticky MUSH markets (municipalities and state
governments, universities and colleges, K-12 schools, and
hospitals), as well as one of the largest markets for data centers.
Therma will also improve its scale to over $1 billion in revenue,
enhance its margin profile, and expand its reach through
cross-selling opportunities.
The rating also reflects Therma's elevated pro forma year end 2021
leverage of 6.0x, integration, and execution risk in combining
operations with these three companies and successfully improving
margins and EBITDA. The rating also considers utilization of the
delayed draw facility and the potential for future debt funded
acquisitions.
The stable outlook reflects Moody's expectation these acquisitions
are effectively integrated, and leverage is reduced through EBITDA
growth.
Headquartered in San Jose, California, Therma Holdings is a
specialty, mechanical, electrical, and plumbing services provider
focused on serving mission critical facilities. Therma Holdings is
privately owned by Blackstone as of December 2020 and does not file
public financials.
REFFICIENCY HOLDINGS: S&P Affirms 'B-' ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings affirmed its ratings on California-based
commercial heating, ventilation, air-conditioning (HVAC), and
mechanical, electrical, and plumbing (MEP) services provider
Refficiency Holdings LLC (d/b/a Therma), including its 'B-' issuer
credit rating and first-lien debt ratings.
The stable outlook reflects S&P's expectation that the company will
maintain adequate liquidity levels and use its improved scale and
end-market diversification to strengthen EBITDA margins to the
low-12% area and lower its adjusted debt to EBITDA to the high-6x
area in 2022.
The company's completed and proposed acquisitions along with its
enhanced scale, capabilities, and end-market diversification should
help strengthen its go-to-market and profitability. With the
acquisitions of CMTA Inc. and Building Systems Holdings LLC (BSH),
Therma will expand its geographic footprint and improve its scale
and business line diversification. It will enter the MUSH
(Municipalities, Universities, Schools, and Hospitals) markets in
several states and expand into energy program management and
consulting engineering, which commands higher profit margins and
benefits from favorable tailwinds. For example, pro forma for the
last 12 months ending June 30, 2021, contributions from the recent
acquisitions accounted for about a third of revenue but about 45%
of reported EBITDA.
The MUSH markets have historically accounted for a large share of
energy services company (ESCO) projects, with the health care and
education markets expected to grow at about 10% compound annual
growth rate (CAGR) over the next four years. S&P said, "We expect
the company to capitalize on its improved consulting engineering
capabilities and expertise to provide high-demand ventilation
control and environmental sustainability advice and solutions.
Additionally, we expect the company to tap remaining funds to
purchase a mechanical and plumbing contract focusing on service
mission-critical facilities."
S&P said, "We view these acquisitions as complementary, providing
entry into fast-growing adjacent segments that broaden the
company's total addressable markets and supports cross-selling. We
see limited integration risk, and we expect pro forma revenue
growth in the high-30% range and an improvement in S&P Global
Ratings-adjusted EBITDA to about 12% in 2022.
"However, ongoing debt-financed acquisitions are likely, limiting
ratings upside over the next 12 to 24 months. Therma is growing
rapidly through acquisitions, and to a lesser extent, organically.
We expect S&P Global Ratings-adjusted leverage to remain in the
low-9x area through 2021 and about $8 millions of free operating
cash flow (FOCF) deficits in 2021. Our ratings also reflect the
aggressive financial policy of Therma's financial sponsor, The
Blackstone Group, and our view that the company will continue to
pursue industry-consolidating acquisitions. We view integration and
execution risk as relatively high as the company quickly broadens
its footprint and invests in its technological infrastructure.
Acquisitions have led to the doubling of pro forma revenue since
the fiscal year ended December 2019. The company has completed
about seven debt-funded acquisitions since 2017, totaling more than
$600 million, with recently completed ones at multiples that
average in the high-single-digit range. Our forecast incorporates
the use of the new upsized delayed-draw term loan to fund
acquisitions, which are an integral part of Therma's growth
strategy given their relatively favorable return economics compared
to greenfield expansion.
"Nonetheless, while we expect gross debt to increase to about $829
million by year-end 2021, we expect earnings growth to support pro
forma leverage of around 7x--generally in line with our previous
expectations."
Despite the competitive industry dynamics, the HVAC industry is
supported by some positive tailwinds. The COVID-19 pandemic
heightened awareness of indoor ventilation, which is especially
relevant for education, health care, biopharmaceutical, and
government buildings—Therma's main end markets. Similarly, some
state governments and the new federal administration are pushing
for climate reform and sustainable energy solutions in aging
buildings, translating into upgrading HVAC systems to be more
energy-efficient. Combined these factors help drive the movement
toward newer or retrofitted models and increased engineering design
and energy efficiency-related consulting work.
The U.S. MEP servicing industry is highly competitive and
fragmented because it comprises small regional contractors with
local expertise, as well as large original equipment manufacturers
(OEMs) with stronger brand recognition and building management
companies that choose to in-source their routine maintenance work,
due to the limited barriers to entry. Consequently, competition is
high, and Therma's large, blue-chip clients have the capability to
compare service providers and their fee rates, limiting Therma's
ability to increase its pricing and profit margins. With that said,
Therma's focus on mission-critical systems in specialized
facilities in the tech, data center and biopharmaceutical space
among others that have high cost of failure which provides the
company with some near-term revenue visibility even during times of
economic uncertainty.
S&P said, "The stable outlook reflects our expectations that the
company maintains adequate liquidity and uses its improved scale
and end-market diversification to strengthen EBITDA margins to the
low-10% area and lower its S&P Global Ratings-adjusted debt to
EBITDA to the high-6x area in 2022 absent additional debt-funded
acquisitions.
"We could lower our rating on Therma if operating performance
deteriorates, if the integration of newly acquired companies is not
executed well, or intense price-based competition results in
deterioration of EBITDA margins. We could also lower our rating if
the company pursues aggressive shareholder returns." Specifically,
S&P could consider a downgrade if:
-- S&P expected sustained FOCF deficits contributing to a
less-than-adequate liquidity position; or
-- S&P considered the company's capital structure to be
unsustainable absent favorable business conditions.
S&P said, "We could raise our rating if Therma's operating
performance significantly exceeds our expectation through a sizable
increase in scale and a strong ability to cross-sell its services.
In this scenario, stronger EBITDA growth would translate into
gradual deleveraging." S&P's upside scenario assumes the company
would refrain from large debt-funded dividends or shareholder
returns along with:
-- Ability to maintain adjusted-EBITDA margins in the
double-digit-percent area; and,
-- Adjusted debt to EBITDA sustained below 6.5x with a commitment
to keep it around this level; and
-- FOCF to debt sustained in the mid- to high-single-digit percent
area.
RESTORATIVE BRAIN: Seeks to Hire Tim Finnegan as Accountant
-----------------------------------------------------------
Restorative Brain Clinic, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Missouri to hire Tim
Finnegan, a Missouri-based enrolled agent, as accountant to prepare
income tax returns including associated documents during the
pendency of its reorganization.
Mr. Finnegan will be paid at an hourly rate of $250, with different
charges for preparing tax returns depending on the complexity of
the returns.
In a court filing, Mr. Finnegan, disclosed that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
Mr. Finnegan can be reached at:
Timothy Finnegan, EA
7070 W 107th St., Ste 140
Overland Park, KS 66212
Email: tim@taxman360.com
About Restorative Brain
Restorative Brain Clinic, Inc. owns and operates a mental health
facility for men, women, and children in Kansas City, Mo. It
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Mo. Case No. 21-40866) on July 13, 2021, disclosing $117,100
in assets and $1,467,469 in liabilities. Judge Dennis R. Dow
oversees the case.
The Debtor tapped WM Law, PC as legal counsel and Tim Finnegan, a
Missouri-based enrolled agent, as accountant.
Bank of Blue Valley, as lender, is represented by:
Michael D. Fielding, Esq.
Husch Blackwell LLP
4801 Main Street, Suite 1000
Kansas City, MO 64112
Tel: (816) 983-8000
Fax: (816) 983-8080
Email: michael.fielding@huschblackwell.com
RICKENBAKER GIN INC: Seeks to Hire J.R. Dixon Auction as Broker
---------------------------------------------------------------
Rickenbaker Gin, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of South Carolina to employ J.R. Dixon Auction &
Realty, LLC, a Sumter, S.C.-based real estate broker, to assist in
the sale of its real estate and equipment.
The firm will receive a commission of 10 percent of the gross sales
price.
Julian Raffield Dixon, Jr., owner of J.R. Dixon, disclosed in a
court filing that he and his firm are disinterested as that term is
defined by Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Julian Raffield Dixon, Jr.
J.R. Dixon Auction & Realty, LLC
560 S Pike W
Sumter, SC 29150
Phone: +1 803-774-6967
About Rickenbaker Gin Inc.
Rickenbaker Gin, Inc. is a company based in Davis Station, S.C.,
that 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.
SALEM MEDIA: Closes Refinancing of $112.8M Senior Secured Notes
---------------------------------------------------------------
Salem Media Group, Inc. has closed the refinancing of $112.8
million of its senior secured notes due 2024 by way of exchange
and/or sale and purchase of $112.8 of such 2024 Notes into $114.7
(reflecting a call premium of 1.688%) of newly issued 7.125% Senior
Secured Notes due 2028. After the Refinancing, only $103.5 million
of the 2024 Notes remain outstanding.
Contemporaneously with the Refinancing, Salem has obtained
commitments from the holders of the 2028 Notes to purchase up to
$50 million in additional 2028 Notes, contingent upon Salem
satisfying certain performance benchmarks, the proceeds of which
are to be used exclusively to repurchase or repay 2024 Notes. Salem
believes that the extended maturity of the 2028 Notes, the ability
under the indenture governing the 2028 Notes to use certain asset
sale proceeds and casualty loss proceeds to repurchase or repay the
2024 Notes, and the commitments to purchase up to $50 million in
additional 2028 Notes, as well as certain other features of the
Refinancing, all contribute to the ability of Salem to pay the
remaining 2024 Notes in full prior to or at maturity.
"With this refinancing and our expected future free cash flow
generation, we believe Salem has a clear path to ultimately push
out all of the rest of our outstanding debt maturities. It also
provides flexibility to opportunistically invest in our business,"
states Edward G. Atsinger III, chief executive officer of Salem.
The 2028 Notes and the related guarantees were exchanged and sold
to certain holders of the 2024 Notes, whom Salem believes to be
qualified institutional buyers, in a private placement. The 2028
Notes and the related guarantees have not been and will not be
registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United
States or to U.S. persons absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act or any state
securities laws.
About Salem Media
Irving, Texas-based Salem Media Group -- http://www.salemmedia.com
-- is a multimedia company specializing in Christian and
conservative content, with media properties comprising radio,
digital media and book and newsletter publishing.
Salem Media reported a net loss of $54.06 million for the year
ended Dec. 31, 2020, compared to a net loss of $27.84 for the year
ended Dec. 31, 2019.
* * *
As reported by the TCR on April 1, 2021, Moody's Investors Service
affirmed Salem Media Group, Inc.'s Caa1 Corporate Family Rating.
Moody's said Salem's Caa1 CFR reflects very high leverage (8.7x as
of Q4 2020 excluding Moody's standard lease adjustments) which
Moody's expects to remain elevated throughout 2021 despite the
possibility of debt repayment from cash on the balance sheet.
In March 2021, S&P Global Ratings raised its issuer credit rating
on Salem Media Group Inc. to 'CCC+' from 'CCC'. S&P said, "The
stable outlook reflects our expectation that Salem's gross leverage
will remain about 8x through 2021. It also reflects our
expectation of sufficient cash to meet operating and fixed-charge
obligations over the next 12 months.
SANG H. SHIN: Unsecured Creditors to Recover 100% in 120 Months
---------------------------------------------------------------
Sang H. Shin, DMD, PC dba Shiny Dental filed with the U.S.
Bankruptcy Court for the Southern District of Texas a Disclosure
Statement and Combined Plan dated September 16, 2021.
Debtor was incorporated on June 26, 2017. It operated as a dental
practice in Carrollton, Texas. In November 2017, the dental
practice in Carrollton, Texas was sold and Debtor's principal moved
the dental practice to Houston at the urging of a friend. Shortly
after moving to Houston and setting up shop, natural acts of God
began to affect Debtor negatively. Eventually, Debtor was forced to
seek protection in chapter 11.
The debtor moved into a new location at 1107 Gessner Road, Ste. A,
Houston, TX 77055 in May 2021. Because of moving into the new
location, connecting equipment, plumbing, and electricity, Debtor
was able to actively conduct business until late May or early June
2021. Since that time, Debtor has begun to realize a profit.
Debtor's dental practice has shown rapid growth since actively
operating as a dental facility. Because of location, Debtor has
been able to rapidly turn things around. The debtor's initial base
rent was $4,500.00 per month. Debtor's new rent has been reduced to
$3,000.00. The debtor is realizing a profit based on major cuts and
has been able to bring its staff back to the business.
The debtor is not aware of any priority claims. If any priority
claims are brought forth and allowed, Debtor proposes to pay any
priority claims 100% of their claims over a period not to exceed
120 months from the assessment date, secured creditors claims in 12
months, unsecured creditors 100% of their claims over a period not
to exceed 120 months and equity security holders shall retain their
stock in the Debtor.
At the date of filing, February 11, 2021, Debtor had secured claims
by creditors Harris County, et al., Alief Independent School
District, and the City of Houston. The creditors are ad valorem
taxing agencies and their claims are secured under state law at a
rate of 12%. The debtor will pay the claims according to the filed
proof of claim.
At the date of filing, February 11, 2021, Debtor was uncertain of
the total unsecured debt. As of September 1, 2021, unsecured debts
are $109,345.94. In this regard, Debtor proposes to pay the
unsecured debt 100% of the allowed claims. Total payment will
represent 100% of the current balance or $109,345.94.
Dr. Sang H. Shin, DMD, is President and 100% owner of Debtor. Dr.
Sang H. Shin, DMD has infused personal cash into Debtor. Dr. Sang
H. Shin, DMD will not be paid any money toward repayment of any
cash infused into Debtor, unless and until all other debts are paid
in full as represented in the plan.
Dr. Sang H. Shin, the Founder and President of Debtor, shall remain
as President and Manager of Debtor throughout the pendency of the
Plan. His compensation is set at a rate of $5,000.00 per pay
period, only if necessary funds are available. His salary shall
increase a maximum of 20% as the company improves financially,
during the term of the plan of reorganization.
The Plan that Debtor proposes is feasible because of the following
facts:
* The number of employees for Debtor has decreased to only
essential employees;
* Payroll taxes and tax returns are being paid and filed
timely by Debtor;
* Accountability has been simplified for Debtor since Debtor
has placed employee responsibilities in the hands of a bookkeeping
company.
Debtor believes that since the plan proposes to pay all creditors
of their claims in deferred monthly installments, it is likely that
Debtor will be able to make the payments proposed in this Plan.
A full-text copy of the Disclosure Statement dated September 16,
2021, is available at https://bit.ly/3knmImj from PacerMonitor.com
at no charge.
Attorney for Debtor-in-Possession:
Samuel L. Milledge, Sr., Esq.
The Milledge Law Firm, PLLC
2500 East T.C. Jester Blvd. Suite 510
Houston, TX 77092
Tel: (713) 812-1409
Fax: (713) 812-1418
Email: milledge@milledgelaw.com
About Sang H. Shin DMD PC
Sang H. Shin DMD PC, which conducts business under the name Shiny
Dental, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Texas Case No. 21-30554) on Feb. 11, 2021. Sang H.
Shin, president, signed the petition. In the petition, the Debtor
disclosed up to $500,000 in assets and up to $1 million in
liabilities.
At the time of the filing, the Debtor had estimated assets of
between $100,001 and $500,000 and liabilities of between $500,001
and $1 million.
The Milledge Law Firm, PLLC is the Debtor's legal counsel.
SCIENTIFIC GAMES: Appoints Connie James as Chief Financial Officer
------------------------------------------------------------------
Scientific Games Corporation has appointed Connie James as
executive vice president, chief financial officer, treasurer and
corporate secretary, effective Oct. 15, 2021.
Ms. James has served as chief financial officer of Scientific
Games' gaming business since Jan. 6, 2020. Current CFO Mike Eklund
will be stepping down to pursue other opportunities and will remain
with the company until Oct. 15, 2021.
"Since joining Scientific Games, Connie has helped lead the Gaming
business through the unprecedented disruptions caused by COVID-19
and played a critical role in our strategic review and developing
our vision to become the leading cross-platform global game
company," said Scientific Games President and CEO Barry Cottle.
"As we advance our strategy to become a content-led growth company,
we are confident that Connie is the right executive to take the
reins to help us achieve our vision and drive long-term shareholder
value."
Mr. Cottle continued, "Mike was instrumental in building a
best-in-class finance organization with a deep bench of talent and
helping to drive significant and consistent improvement in our
financial results. He also played a critical role in our strategic
review and the planned divestitures of our Lottery and Sports
Betting businesses to advance our exciting, transformative
trajectory. We delivered record results in the second quarter, and
the business continues to perform well in the third quarter. We
are moving rapidly as we execute on our strategy and the planned
divestitures are well‐progressed. As we have previously advised,
there is very strong interest in the businesses we intend to
divest, and the discussions to date continue to give us confidence
that the divestitures will unlock substantial value for our
shareholders. On behalf of the Board and management team, I wish
Mike the best in his future endeavors."
"Scientific Games is a company with enormous potential as we
execute on our strategy to de-lever our balance sheet, invest in
growth for the future and unlock value for our stakeholders. I am
excited to work closely with Barry and the rest of our team as we
capitalize on high growth opportunities available to us over the
coming years," said Ms. James.
"I am incredibly proud of our team and what we have accomplished,"
said Mr. Eklund. "With the progress we have made and the company's
transformation taking hold, I know that our finance team is in
capable hands with Connie at the helm and that Scientific Games is
set for an exciting future."
In connection with the transition, Scientific Games entered into an
amended and restated employment agreement with Ms. James, with a
term beginning on Oct. 15, 2021 and ending on Oct. 14, 2024,
subject to automatic one-year extensions, and which provides that
Ms. James will receive: (1) an annual base salary of $750,000; (2)
an annual target bonus opportunity of 75% of her base salary (with
a maximum possible payout of 200% of target); and (3) eligibility
for annual equity awards with an aggregate grant date fair value of
approximately 125% of her base salary.
About Scientific Games
Based in Las Vegas, Nevada, Scientific Games Corporation
(NASDAQ:SGMS) -- http://www.scientificgames.com-- is a developer
of technology-based products and services and associated content
for the worldwide gaming, lottery, social and digital gaming
industries. Its portfolio of revenue-generating activities
primarily includes supplying gaming machines and game content,
casino-management systems and table game products and services to
licensed gaming entities; providing instant and draw-based lottery
products, lottery systems and lottery content and services to
lottery operators; providing social casino solutions to retail
consumers and regulated gaming entities, as applicable; and
providing a comprehensive suite of digital RMG and sports wagering
solutions, distribution platforms, content, products and services.
Scientific Games reported a net loss of $548 million for the year
ended Dec. 31, 2020, compared to a net loss of $118 million for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$7.76 billion in total assets, $10.13 billion in total liabilities,
and a total stockholders' deficit of $2.37 billion.
SEALED AIR: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
and Ba1-PD Probability of Default Rating of Sealed Air Corp. At the
same time, Moody's assigned a Baa2 rating to the proposed senior
secured notes, and downgraded the existing 1st lien senior secured
credit facilities to Baa2 from Baa1. Moody's has also affirmed the
Ba2 rating on the existing senior unsecured notes. The ratings
outlook remains stable.
The company is in the process of offering a series of senior
secured notes and will use the proceeds and cash on hand to repay
the outstanding amount of $425 million senior unsecured notes due
December 2022. The transaction aims to save interest expenses and
improve cash flow. Sealed Air plans to keep the transaction
leverage neutral. The transaction will increase the proportion of
the secured debt to comprise about 30% of total debt in the capital
structure, which lowers the secured debt rating to be two notches
above the company's Ba1 CFR from three notches above.
"The downgrade of the ratings on the secured notes is driven by
structural changes, not the company's performance, which recorded
higher sales and generated steady free cash flow for the last 12
months ending June 2021," said Motoki Yanase, a VP - Senior Credit
Officer at Moody's.
Assignments:
Issuer: Sealed Air Corp.
Senior Secured Global Notes, Assigned Baa2 (LGD2)
Affirmations:
Issuer: Sealed Air Corp.
Corporate Family Rating, Affirmed Ba1
Probability of Default Rating, Affirmed Ba1-PD
Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD5) from
(LGD4)
Downgrades:
Issuer: Sealed Air Corp.
Senior Secured Bank Credit Facility, Downgraded to Baa2 (LGD2)
from Baa1 (LGD2)
Outlook Actions:
Issuer: Sealed Air Corp.
Outlook, Remains Stable
RATINGS RATIONALE
The Ba1 corporate family rating reflects Moody's expectation that
adjusted debt to EBITDA will remain around 4.0x through the end of
2022 with an EBITDA margin around 20%. Moody's expects credit
metrics to benefit from management's stated policy to maintain
adjusted debt to LTM EBITDA at 4.0x. Higher resin prices are
applying some negative pressure on Sealed Air's margins, as EBITDA
margin for Q2 2021 fell to around 19% from 20% in Q1. However, the
company maintains sufficient capacity to control its debt load as
its cash flow from operation comfortably covers capital spending.
Sealed Air is expected to benefit from its high exposure to food,
e-commerce, and industrial end markets. The company is also
expected to benefit from a focus on higher margin, automated
equipment and sustainable packaging solutions and investments in
R&D.
Recognizing Sealed Air is a specialty packaging company focusing on
perishable foods and product protection, the credit profile is
constrained by the concentration of sales in cyclical and event
risk prone end markets (industrial, transportation, meat) and
continued use of free cash flow for dividends and share
repurchases. Sealed Air is an innovative leader in the markets they
serve, yet operates in a fragmented and competitive packaging
industry which has many private, unrated competitors and strong
price competition, particularly on the protective packaging side of
the business.
Sealed Air's SGL-1 rating reflects Moody's expectation that the
company will maintain very good liquidity, characterized by a
considerable amount of cash, expectation of enough cash flow to
fund all normal cash needs, and abundant availability under
committed credit facilities. Credit facilities include a $1 billion
revolver which expires in July 2023. In addition, the company has a
$50 million US and a EUR80 million European accounts receivable
securitization program, which both expire annually and are
renewable.
The Baa2 ratings on the senior secured credit facilities and the
senior secured notes are two notches above the corporate family
rating. The notching reflects the instruments' priority position in
the capital structure, security, guarantees, and the benefit of the
loss absorption provided by the unsecured debt. The senior secured
notes will be guaranteed by all the wholly owned domestic
subsidiaries of Sealed Air Corporation that guarantee the senior
secured credit facilities. For the 12 months ending June 2021,
guarantor subsidiaries for the senior secured notes represented 49%
of adjusted EBITDA, according to the company.
The Ba2 ratings on the unsecured notes reflect their subordination
to the substantial amount of secured indebtedness. The issuer is
the ultimate parent Sealed Air Corporation. The unsecured notes are
unconditionally guaranteed on a senior unsecured basis by all the
wholly-owned domestic subsidiaries of Sealed Air Corporation that
guarantee the senior secured credit facilities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable ratings outlook reflects Moody's expectation that credit
metrics will be supported by the company's high exposure to stable
end markets, a continued focus on innovation and management's
stated goal to maintain adjusted debt to LTM EBITDA at 4.0x over
the long-term.
A ratings upgrade would require a commitment to an investment grade
financial profile and capital structure. Additionally, it would
require a sustainable improvement in credit metrics and a stable
competitive environment. Specifically, Moody's could upgrade the
ratings if adjusted debt to EBITDA is below 3.5x, adjusted EBITDA
margin is above 22%, and free cash flow to debt is above 12%
Moody's could downgrade the rating if there is deterioration in
credit metrics, the competitive environment or liquidity.
Additionally, the ratings could be downgraded if there is a large,
debt financed acquisition. Specifically, Moody's could downgrade
the ratings if adjusted debt to EBITDA is above 4.25x, adjusted
EBITDA margin is below 18%, or free cash flow to debt sustained
below 8%.
Headquartered in Charlotte, NC, Sealed Air (NYSE: SEE) is a global
manufacturer of automated packaging equipment, services and
sustainable materials for various food, e-commerce, and industrial
applications. The company had $5.2 billion of revenues for the
twelve months to June 30, 2021.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers Methodology
published in September 2020.
SOUTHERN VETERINARY: Term Loan Add-on No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investors Service said that Southern Veterinary Partners,
LLC's ("SVP") announced $150 million term loan add-on to partially
finance acquisitions, along with an additional $100 million delayed
draw term loan, to be credit negative, as Moody's estimated
debt/EBITDA will rise to approximately 8.2x (pro forma for the
acquired businesses), as of June 30, 2021 from approximately 7.9
times. However, there is no impact to the company's ratings,
including the B3 Corporate Family Rating, the B2 ratings on its
senior secured first lien credit facilities, and the Caa2 ratings
on the company's second lien debt. The ratings outlook remains
stable.
Headquartered in Birmingham, Alabama, Southern Veterinary Partners,
LLC ("SVP") is a national veterinary hospital consolidator,
offering a full range of medical products and services, and
operating 241 general practice locations across 18 states. The
company generated revenues of approximately $475 million for the
twelve months ended June 30, 2021. SVP is a portfolio company of
private equity firm Shore Capital Partners.
SPECIALTY ORTHOPEDIC: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------------
Specialty Orthopedic Group Tennessee, PLLC asks the U.S. Bankruptcy
Court for the Middle District of Tennessee for authority to use the
cash collateral of First Citizens Bank which holds a lien on all of
the Debtor's assets.
The Debtor requires the use of cash collateral for ordinary and
necessary operating expenses. Without the use of cash collateral
and/or permitting the incurring of debt, the Debtor will have a
significant interruption in operations that could lead to complete,
closure of the business. Cessation of operations would mean that
the Debtor would lose employees and customers, and the value of his
business would be decimated.
The Debtor is requesting an expedited hearing on this matter.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/2YVyH1W from PacerMonitor.com.
The Debtor projects $30,000 in income and $29,987 in expenses for
one month.
About Specialty Orthopedic Group Tennessee, PLLC
Specialty Orthopedic Group Tennessee, PLLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No.
3:21-bk-02698) on September 2, 2021. In the petition signed by Beau
Cassidy, chief manager, the Debtor disclosed up to $500,000 in both
assets and liabilities.
Steven L. Lefkovitz at Lefkovitz & Lefkovitz is the Debtor's
counsel.
SVP HOLDINGS: S&P Affirms 'B-' ICR Following New Debt Issuance
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on SVP
Holdings LLC (d/b/a Southern Veterinary Partners).
S&P said, "We also assigned a 'B-' issue-level rating to the new
delayed-draw term loan and affirmed our 'B-' issue-level rating on
the other first-lien credit facilities; the recovery ratings are
'3'. In addition, we affirmed the 'CCC' issue-level rating on the
second-lien credit facility; the recovery rating remains '6'.
"The stable outlook reflects our expectation for revenue and EBITDA
growth in 2021 and 2022 and for the company to generate about $30
million to $40 million free cash flow in 2021 and 2022, but with
S&P Global Ratings-adjusted leverage remaining very high at above
10x.
"The ratings on SVP reflect our expectation that leverage will
remain high and cash flow generation will be low. The company
relies on debt-financed acquisitions as part of its growth
strategy. We expect adjusted leverage will remain very high at
around 13x in 2021, including the A units of preferred shares,
which we include in our leverage metrics (11x excluding the A units
preferred shares) and about 10x in 2022 (mid-8x without the A units
preferred shares). We do not expect leverage will come down
significantly in the coming years given the company's financial
sponsor ownership and its track record of tuck-in acquisitions. The
company currently has about $238 million unit A preferred shares
that we include in our S&P Global Ratings-adjusted leverage metrics
($88 million tranche A plus the recent $150 million tranche A+
issuance).
"We view the veterinary operating industry as attractive due to
secular tailwinds and significant consolidation opportunities to
increase scale and efficiencies. Pet ownership continues to
increase in the U.S., and owners are spending more on their pets.
Veterinary services are primarily cash pay, which means that
veterinary operators face very little health care reimbursement
risk. While the discretionary nature of the spending on veterinary
services could leave companies more exposed during economic
downturns, recent history of the sector has shown to be relatively
stable, even during a downturn.
"SVP has a limited focus (general practice in the South) and is
small relative to some of its peers (NVA, VCA, VetCor, and Pathway)
in terms of total number of hospitals. Although we believe there is
significant white space in the market for acquisitions, the company
will face intense competition from larger peers, which can and has
been causing purchase multiples to rise. We believe the company
will continue to maintain a focus on general practice as it
expands, versus competitors such as PetVet and NVA that have a
larger proportion of higher-margin specialty facilities. We expect
that the company's margins will continue to be lower than its
closest peers given its focus on general practice and its smaller
scale.
"We expect the company will continue to grow by debt-financed
acquisitions supported by mid-single-digit organic revenue growth
in 2022, consistent with other peers in the sector. We also expect
EBITDA margins will improve as it grows, negotiates better terms
with distribution and pharmaceutical partners, and increases
business mix in higher-margin services (dental, labs, and
boarding). We expect the company will be able to offset
inflationary pressures with price increases. We expect the company
to grow; however, given its financial sponsor ownership and
debt-financed growth strategy, we expect S&P Global
Ratings-adjusted leverage will remain high and be about 10x (mid-8x
without the A units preferred shares), but that free cash flow will
be positive and around $30 million to $40 million in 2022.
"The stable outlook reflects our expectation that SVP will continue
to generate acquisition-driven double-digit percentage revenue
growth as well as improve EBITDA margins. At the same time, we
expect the company's aggressive debt-financed growth strategy will
cause it to sustain leverage about 10x through 2022.
"We could lower the rating if SVP's free cash flow is not able to
cover fixed charges including debt amortization. This could happen
as a result of a prolonged recession, underperforming acquisitions,
or acquisition multiple increases.
"Although unlikely in the next 12 months, we could raise the rating
if the company's EBITDA to cash interest coverage approaches 1.6x,
free operating cash flow to debt rise above 3%, and adjusted
leverage including the preferred shares were sustained below 9x."
TEN & FREE: October 21 Plan Confirmation Hearing Set
----------------------------------------------------
On Sept. 15, 2021, debtor Ten & Free, Inc., filed with the U.S.
Bankruptcy Court for the Eastern District of Texas a Plan of
Reorganization.
On Sept. 16, 2021, Judge Brenda T. Rhoades ordered that:
* Oct. 19, 2021, is fixed as the last day for submitting
written acceptances or rejections of the Debtor's proposed Chapter
11 plan.
* Oct. 15, 2021, is fixed as the last day for filing and
serving written objections to confirmation of the Debtor's proposed
Chapter 11 plan.
* Oct. 7, 2021, is fixed as the last day for a creditor to
make an election under 11 U.S.C Sec. 1111(b).
* Oct. 21, 2021, at 9:30 a.m. is the telephonic hearing to
consider the confirmation of the Debtor's proposed Chapter 11
Plan.
A copy of the order dated September 16, 2021, is available at
https://bit.ly/3hNnuHf from PacerMonitor.com at no charge.
About Ten & Free Inc.
Ten & Free Inc. is a Celina, Texas-based company that operates an
appliance repair business. It conducts business under the name A+
Certified Appliance.
Ten & Free filed a petition under Subchapter V of Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 21-40734) on May 17,
2021, disclosing total assets of up to $50,000 and total
liabilities of up to $500,000. Tyler Adkins, president of Ten &
Free, signed the petition.
Judge Brenda T. Rhoades oversees the case.
The Debtor tapped Spector & Cox, PLLC as legal counsel, and Robert
M. Gralla, CPA, as accountant.
TENRGYS LLC: Seeks Cash Collateral Access
-----------------------------------------
Tenrgys, LLC and affiliates ask the U.S. Bankruptcy Court for the
Southern District of Mississippi for authority to use cash
collateral and schedule a final hearing.
The Debtors require the use of cash collateral for the maintenance
and preservation of their assets, the operation of their business,
the payment of expenses attendant thereto, the payment of expenses
otherwise authorized by the Court, and the costs and expenses of
administering these Bankruptcy Cases.
The Debtors have approximately $129 million of funded debt
principal (plus accrued interest), under which Debtor Tenrgys, LLC
is the primary borrower and the other Debtors are guarantors.
Tenrgys entered into Second Amended and Restated Credit Agreement,
dated as of August 30, 2012, with Tenrgys as Borrower, Regions Bank
as Administrative Agent and LC Issuer, Certain Financial
Institutions as Lenders, Regions Capital Markets, a division of
Regions Bank, as Sole Lead Arranger and Sole Book Runner, and
Capital One, National Association, as Syndication Agent.
The Debtors that owned real-property and mineral interests granted
deeds of trust covering those mineral interests, and all of the
Debtors executed guaranty agreements, as security for the Secured
Loan.
On approximately April 8, 2019, PanAm19 Holdings, LLC purchased all
of the rights, title, and interests of the bank lenders under the
Secured Loan and thereby became the holder of the Debtors'
prepetition secured debt.
PanAm has alleged that the amount of its secured claim is
approximately $70 million (including principal and alleged default
interest) as of June 30, 2021.
The Debtors anticipate making disbursements to perform work
required to maintain the three valuable oil-and-gas concessions in
Colombia and related contracts, which are held by Debtor Tellus
Energy, LLC's wholly owned non-Debtor subsidiary Telpico, LLC and
its Colombian branch Telpico Colombia, LLC. The anticipated work
includes costs for constructing an access road and drilling
location. is work must be performed timely for Telpico to comply
with milestones contained in one of Telpico’s contracts with the
Colombian Agencia Nacional de Hidrocarburos, or National
Hydrocarbons Agency.
The total amount of disbursements included in the Debtors'
Projection related to maintaining and preserving the value of the
Colombian Assets is $1,291,237. PanAm has a security interest in
all of the Domestic Assets.
Although PanAm does not have a security interest in the Colombian
Assets directly, PanAm does have a security interest in 100% of the
LLC membership interests in Telpico, which owns the Colombian
Assets. Therefore, the value of the Colombian Assets is an
indicator of the value of Telpico, in which PanAm does have a
security interest.
The aggregate value of PanAm's collateral is between approximately
$214.5 million and $284.9 million as of August 1 to September 1,
2021.
The Debtors' Domestic Assets alone provide PanAm with an equity
cushion of nearly 68%.
The Debtors submit that PanAm is more than adequately protected by
its equity cushion as contemplated by Section 361 of the Bankruptcy
Code, and that the Debtors should be authorized to use the Cash
Collateral during these Bankruptcy Cases without being required to
provide further or additional adequate protection to PanAm.
A copy of the motion is available for free at
https://bit.ly/3zkU9tT from PacerMonitor.com.
About Tenrgys, LLC
Tenrgys, LLC and affiliates operate an independent oil and natural
gas business. Headquartered in Ridgeland, Mississippi, as of
September 1, 2021, Tenrgys and its affiliates had 11 productive
fields and fieldwide units in Mississippi and Louisiana. Tenrgys
and its affiliates sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Miss. Case No. 21-01515) on September
17, 2021. In the petition signed by Richard H. Millis, Jr.,
manager, the Debtor disclosed up to $500 million in both assets and
liabilities.
Christopher H. Meredith., Esq., at Copeland, Cook, Taylor & Bush
P.A., is the Debtor's counsel.
TIMBER PHARMACEUTICALS: Board OKs Granting Stock Options to Execs
-----------------------------------------------------------------
The compensation committee of Timber Pharmaceuticals, Inc.'s board
of directors approved grants of stock options to purchase shares of
the company's common stock to certain of its executive officers
under its 2020 Omnibus Incentive Plan, as amended, all with an
exercise price of $0.8925 per share.
Specifically, the committee approved a grant of (i) 890,000 stock
options to John Koconis, the company's chief executive officer,
president and chairman of the board, and (ii) 561,000 stock options
to Zachary Rome, the company's chief operating officer, executive
vice president and secretary. The options vest in equal monthly
installments over the next three years commencing on Oct. 14, 2021.
The options have a 10-year term and are subject to cancellation
upon the grantees' termination of service for the company, with
certain exceptions.
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber reported a net loss of $15.12 million for the year ended
Dec. 31, 2020. For the period from Feb. 26, 2019, through Dec. 31,
2019, the Company reported a net loss of $3.04 million. As of June
30, 2021, the Company had $7.69 million in total assets,
$2.90 million in total liabilities, $1.98 million in redeemable
series A convertible preferred stock, and $2.80 million in total
stockholders' equity.
Short Hills, New Jersey-based KPMG LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 23, 2021, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
U.S. TOBACCO: Wins Cash Collateral Access
-----------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, has authorized U.S. Tobacco Cooperative
Inc. and affiliates to use cash collateral on a final basis.
The Debtors requested authority to access and utilize certain
custodial securities owned by lead Debtor U.S. Tobacco Cooperative
Inc. and all products and proceeds thereof in investment account at
Truist Bank to fund the Debtors' business operations. According to
the June 30, 2021 Account Statement issued in connection with the
Custodial Securities Collateral, as of that date the market value
of the Custodial Securities Collateral was $116,091,632.70.
The Bank Group asserts liens on, among other things, all of the
proceeds generated from the Debtors' business operations and the
Custodial Securities Collateral, both of which constitute cash
collateral within the meaning of 11 U.S.C. section 363.
On July 9, 2021, the Lewis Certified Class filed an objection to
the Cash Collateral Motion and asserted an interest in the Cash
Collateral and/or the Debtors' assets. The Debtors dispute that the
Lewis Certified Class holds an interest in the Cash Collateral
and/or the Debtors' assets.
The Debtors are permitted to use all collections from their
operations and to transfer up to an additional $30,000,000 from the
Custodial Account into their Debtors-in-Possession operating bank
accounts to be used for payment of their postpetition, necessary,
and reasonable operating expenses strictly in accordance with the
budget.
The Debtors may use the Cash Collateral, in accordance with the
Cash Collateral Budget, through (i) the occurrence of a Termination
Event or Event of Default; or (ii) further order of the Court.
During the Usage Period, the Debtors' use of the Cash Collateral
will not exceed:
a. on a line-item basis, 20% of any line item disbursement
projected for such Usage Period in the Cash Collateral Budget; and
b. on a cumulative basis, 10% of the gross amount of the
disbursements included in the Cash Collateral Budget
During the Usage Period, the Debtors and the Bank Group may, in
their sole discretion, agree to increase cash disbursements in the
Budget per line item and to modify the Budget, and the Debtors will
be authorized to use the Cash Collateral in such amount without
further Court order.
As adequate protection for the Bank Group's interests in the Cash
Collateral, to the extent the Debtors use the Cash Collateral,
Truist Bank, as Administrative Agent for the Bank Group, is granted
a valid, attached, choate, enforceable, perfected and continuing
security interest in, and liens upon all post-petition assets of
the Debtors of the same character, type, to the same nature, extent
and validity as the liens and encumbrances of the Administrative
Agent attached to the Debtors' assets pre-petition. The
Administrative Agent's security interest in, and liens upon, the
Post-Petition Collateral will have the same validity as existed
between the Administrative Agent, the Debtors and all other
creditors or claimants against the Debtors' estate on the Petition
Date. The replacement lien and security interest granted are
automatically deemed perfected upon entry of the Order without the
necessity of the Administrative Agent taking possession, filing
financing statements, mortgages or other documents.
As additional adequate protection for the Debtors' continued use of
the Cash Collateral, within five business days of entry of the
Final Order, the Debtors will pay those amounts identified in the
Cash Collateral Budget as "Bank Charges and Interest" to the
Administrative Agent to be applied by the Administrative Agent to
the Pre-Petition Debt pursuant to the Loan Documents as a permanent
reduction of principal and pre-petition interest owed by the
Debtors to the Bank Group strictly in accordance with Section 7.04
of the Credit Agreement, entitled "Allocation of Proceeds."
The Debtors will pay an amount equal to $24,188.86 to the
Administrative Agent to be applied by the Administrative Agent to
the Pre-Petition Debt pursuant to the Loan Documents as a permanent
reduction of principal and pre-petition interest owed by the
Debtors to the Bank Group.
The Debtors will pay $40,000,000 to the Administrative Agent from
the Custodial Securities Collateral with said amount to be applied
by the Administrative Agent to the Pre-Petition Debt pursuant to
the Loan Documents as a permanent reduction of principal and
pre-petition interest owed by the Debtors to the Bank Group.
To the extent that the adequate protection provided proves to be
inadequate to protect the Bank Group's interest in the Bank Group
Collateral or the Cash Collateral, the Bank Group will have a
priority claim to the fullest extent permitted under 11 U.S.C.
section 507.
These events constitute "Events of Default:"
a. The Debtors fail to make the Adequate Protection Paydown
due to the Bank Group as required by the Order;
b. The Debtors will fail to comply with any of the terms or
conditions of the Order; or
c. The Debtors fail to file a Plan in accordance with Court
orders.
A copy of the order and the Debtors' budget for September 5, 2021
to June 30, 2022, is available at https://bit.ly/2VTHa4z from
PacerMonitor.com.
Premier Manufacturing projects $122 200,000 in total cash receipts
and $124,050,000 in total disbursements.
Big South Distribution projects $33,310,000 in total cash receipts
$31,869,000 in total disbursements.
About U.S. Tobacco Cooperative
U.S. Tobacco Cooperative produces U.S. flue-cured tobacco grown by
500+ member growers in Florida, Georgia, South Carolina, North
Carolina, and Virginia. Member-grown tobacco is processed and sold
as raw materials to cigarette manufacturers worldwide.
U.S. Tobacco Cooperative and affiliates sought Chapter 11
protection (Bankr. E.D.N.C. Lead Case No. 21-01511) on July 7,
2021. In the petition signed by Keith H. Merrick, chief financial
officer, U.S. Tobacco Cooperative estimated assets of between $100
million and $500 million and estimated liabilities of between $100
million and $500 million.
Judge Joseph N. Callaway oversees the cases.
The Debtors are represented by Hendren, Redwine & Malone, PLLC. BDO
Consulting Group, LLC and SSG Advisors, LLC serve as the Debtors'
financial advisor and investment banker, respectively.
UNITED BANCSHARES: Late Form 10-Q Shows $152K Net Loss in Q2 2018
-----------------------------------------------------------------
United Bancshares, Inc. filed with the Securities and Exchange
Commission its delayed Quarterly Report on Form 10-Q disclosing
a net loss of $152,046 on $674,616 of total interest income for the
three months ended June 30, 2018, compared to a net loss of
$115,297 on $583,336 of total interest income for the three months
ended June 30, 2017.
For the six months ended June 30, 2018, the Company reported a net
loss of $350,072 on $1.29 million of total interest income compared
to a net loss of $317,918 on $1.22 million of total interest income
for the same quarter in 2017.
As of June 30, 2018, the Company had $55.46 million in total
assets, $52.60 million in total liabilities, and $2.86 million in
total shareholders' equity.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/944792/000109690621002282/usbi_10q.htm
About United Bancshares
United Bancshares, Inc. is a holding company for United Bank of
Philadelphia (www.ubphila.com). UBS was incorporated under the
laws of the Commonwealth of Pennsylvania on April 8, 1993. The
Company became the bank holding company of the Bank, pursuant to
the Bank Holding Company Act of 1956, as amended, on Oct. 14,
1994.
United Bancshares stated in its Annual Report on Form 10-K for the
year ended Dec. 31, 2017, disclosing a net loss of $319,426 on
$2.54 million of total interest income for the year ended Dec. 31,
2017, "The Company's consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern, which contemplates continuity of operations, realization
of assets, and liquidation of liabilities in the normal course of
business. As reflected in its consolidated financial statements,
the Company reported a net loss of approximately $319,000 for the
year ended December 31, 2017 and net income of approximately
$25,000 for the year ended December 31, 2016. Further, the Company
has entered into Consent Orders with the FDIC and the Department
that, among other provisions, require the Bank to increase its tier
one leverage capital ratio to 8.00% and its total risk based
capital ratio to 12.50%. As of December 31, 2017, the Bank's tier
one leverage capital ratio was 5.51% and its total risk based
capital ratio was 10.11%. Assuming no change in average assets,
the Bank's capital would need to decline by $857,000 to be less
than adequately capitalized. The Bank's failure to comply with the
terms of the Consent Orders could result in additional regulatory
supervision and/or actions. The ability of the Bank to continue as
a going concern is dependent on many factors, including achieving
required capital levels, earnings and fully complying with the
Consent Orders. The Consent Orders raise substantial doubt about
the Company's ability to continue as a going concern."
UNITED BANCSHARES: Late Form 10-Q Shows $198K Net Loss for Q1 2018
------------------------------------------------------------------
United Banchares, Inc. filed with the Securities and Exchange
Commission its delayed Quarterly Report on Form 10-Q disclosing a
net loss of $198,026 on $617,762 of total interest income for the
three months ended March 31, 2018, compared to a net loss of
$202,621 on $633,373 of total interest income for the same quarter
in 2017.
The Company said the decline in financial performance is primarily
related to an increase in the provision for loan losses of $50,000
and a decrease in net interest income, partially offset by higher
non-interest income when compared to the same quarter in 2017.
Management remains committed to improving the Company's operating
performance by continuing to implement its profit enhancement
strategies that are centered on small business lending products and
services.
As of March 31, 2018, the Company had $59.11 million in total
assets, $56.08 million in total liabilities, and $3.03 million in
total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/944792/000109690621002283/usbi_10q.htm
About United Bancshares
United Bancshares, Inc. is a holding company for United Bank of
Philadelphia (www.ubphila.com). UBS was incorporated under the
laws of the Commonwealth of Pennsylvania on April 8, 1993. The
Company became the bank holding company of the Bank, pursuant to
the Bank Holding Company Act of 1956, as amended, on Oct. 14,
1994.
United Bancshares stated in its Annual Report on Form 10-K for the
year ended Dec. 31, 2017, disclosing a net loss of $319,426 on
$2.54 million of total interest income for the year ended Dec. 31,
2017, "The Company's consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern, which contemplates continuity of operations, realization
of assets, and liquidation of liabilities in the normal course of
business. As reflected in its consolidated financial statements,
the Company reported a net loss of approximately $319,000 for the
year ended December 31, 2017 and net income of approximately
$25,000 for the year ended December 31, 2016. Further, the Company
has entered into Consent Orders with the FDIC and the Department
that, among other provisions, require the Bank to increase its tier
one leverage capital ratio to 8.00% and its total risk based
capital ratio to 12.50%. As of December 31, 2017, the Bank's tier
one leverage capital ratio was 5.51% and its total risk based
capital ratio was 10.11%. Assuming no change in average assets,
the Bank's capital would need to decline by $857,000 to be less
than adequately capitalized. The Bank's failure to comply with the
terms of the Consent Orders could result in additional regulatory
supervision and/or actions. The ability of the Bank to continue as
a going concern is dependent on many factors, including achieving
required capital levels, earnings and fully complying with the
Consent Orders. The Consent Orders raise substantial doubt about
the Company's ability to continue as a going concern."
UNITED BANCSHARES: Late Form 10-Q Shows $57K Net Loss for Q3 2018
-----------------------------------------------------------------
United Bancshares, Inc. filed with the Securities and Exchange
Commission its Quarterly Report Form 10-Q disclosing a net loss of
$56,879 on $678,313 of total interest income for the three months
ended Sept. 30, 2018, compared to net income of $28,623 on $674,373
of total interest income for the three months ended Sept. 30,
2017.
For the nine months ended Sept. 30, 2018, the Company reported a
net loss of $406,951 on $1.97 million of total interest income
compared to a net loss of $289,295 on $1.89 million of total
interest income for the same period in 2017.
As of Sept. 30, 2018, the Company had $54.05 million in total
assets, $51.28 million in total liabilities, and $2.78 million in
total shareholders' equity.
A full-text copy of the Form 10-Q is available for free at:'
https://www.sec.gov/Archives/edgar/data/944792/000109690621002285/usbi_10q.htm
About United Bancshares
United Bancshares, Inc. is a holding company for United Bank of
Philadelphia (www.ubphila.com). UBS was incorporated under the
laws of the Commonwealth of Pennsylvania on April 8, 1993. The
Company became the bank holding company of the Bank, pursuant to
the Bank Holding Company Act of 1956, as amended, on Oct. 14,
1994.
United Bancshares stated in its Annual Report on Form 10-K for the
year ended Dec. 31, 2017, disclosing a net loss of $319,426 on
$2.54 million of total interest income for the year ended Dec. 31,
2017, "The Company's consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern, which contemplates continuity of operations, realization
of assets, and liquidation of liabilities in the normal course of
business. As reflected in its consolidated financial statements,
the Company reported a net loss of approximately $319,000 for the
year ended December 31, 2017 and net income of approximately
$25,000 for the year ended December 31, 2016. Further, the Company
has entered into Consent Orders with the FDIC and the Department
that, among other provisions, require the Bank to increase its tier
one leverage capital ratio to 8.00% and its total risk based
capital ratio to 12.50%. As of December 31, 2017, the Bank's tier
one leverage capital ratio was 5.51% and its total risk based
capital ratio was 10.11%. Assuming no change in average assets,
the Bank's capital would need to decline by $857,000 to be less
than adequately capitalized. The Bank's failure to comply with the
terms of the Consent Orders could result in additional regulatory
supervision and/or actions. The ability of the Bank to continue as
a going concern is dependent on many factors, including achieving
required capital levels, earnings and fully complying with the
Consent Orders. The Consent Orders raise substantial doubt about
the Company's ability to continue as a going concern."
VIDA CAPITAL: S&P Lowers ICR to 'B-' on Heightened Leverage
-----------------------------------------------------------
S&P Global Ratings lowered its rating on Vida Capital Inc. and its
secured debt to 'B-' from 'B.' The outlook remains negative. The
recovery rating on the debt issues remains '4', indicating its
expectation for an average (40%) recovery in the event of a
default.
Vida's earnings fell below expectations in 2020, due to stagnant
management fee growth and lower origination fee and realized
performance fee income. S&P expects earnings to remain subdued over
the next 12 months.
Changes to the company's life expectancy assumptions in
fourth-quarter 2020 required a 10.3% write-down of the Vida
Longevity Fund (VLF), which constituted about 48% of total assets
under management (AUM) as of June 30, 2020. As a result, VLF has
experienced significant outflows (though redemptions are limited to
10% of net asset value per quarter), and has granted fee waivers,
resulting in lower management fees through the first half of 2021.
Vida's total AUM declined to $3.6 billion from $4.4 billion over
the 12 months ended June 30, 2021. New requests for redemptions
from VLF have slowed, though S&P expects the company to continue to
satisfy current requests for redemptions into 2022.
The company deployed $360 million into its credit opportunities
funds in second-quarter 2021, which have an eight-year lock up
period and should supplant some lost earnings from VLF. Vida will
be fundraising for VLF and Credit Opportunities Fund IV over the
next 12 months. However, the sizable write-down and subdued
investment performance in recent years could make it difficult for
Vida to fundraise.
S&P said, "Vida had $257.8 million outstanding on its term loan and
$13.9 million drawn on its $40 million capacity revolver as of June
30, 2021. Due to our expectation that earnings will remain muted,
we expect leverage to remain above 5x and cash interest coverage of
1.5x-2.5x over the next 12 months. However, as a small company
experiencing greater than usual earnings volatility, there is
potential for Vida's credit metrics to deviate significantly from
our base case forecast.
"We believe there are several potential risks to Vida's operations
that could impact earnings. The total AUM base is small at about
$3.6 billion, so small deviations from our base case expectations
could have large impacts on liquidity, cash interest coverage, and
leverage. Origination fees are a significant component of revenue
and can be very lumpy, resulting in earnings volatility. Incorrect
assumptions could continue to cause a drag on returns and
performance fees, and the potential remains for further write-downs
if assumptions are revised. While the majority of AUM is locked
up--approximately 52% for greater than five years, 18% for up to
four years, with redemptions from the balance (VLF) limited to 10%
of net asset value per quarter--poor investment performance could
drive outflows or impede fundraising. Furthermore, there are
pending lawsuits against Vida alleging the company failed to
disclose conflicts of interest and marketed to unsuitable clients,
and this headline risk could also affect fundraising.
"The negative outlook reflects our expectation that the company's
cash flow and interest coverage may be pressured over the next 12
months while fundraising is strained.
"We could lower the ratings if Vida's financial position
deteriorates further, such that interest coverage approaches 1x. We
could also lower the ratings if fundraising proves to be difficult
for Vida.
"We could revise the outlook to stable if earnings and cash flow
stabilize such that interest coverage remains comfortably above 2x,
while exhibiting good investment performance and fundraising and
without further significant write-downs in the portfolio."
VISTAGEN THERAPEUTICS: Three Proposals Approved at Annual Meeting
-----------------------------------------------------------------
VistaGen Therapeutics, Inc. held its 2021 Annual Meeting of
Stockholders at which the stockholders:
(1) elected Jon S. Saxe, J.D., LL.M., Ann M. Cunningham, MBA,
Joanne Curley, Ph.D., Margaret M. FitzPatrick, M.A., Jerry B. Gin,
Ph.D., MBA, Mary L. Rotunno, J.D., and Shawn K. Singh, J.D. as
directors to serve on the Board of Directors until the 2022 Annual
Meeting of Stockholders, or until their successors are elected and
qualified;
(2) approved an amendment and restatement of the company's 2019
Omnibus Equity Incentive Plan, which Amended 2019 Plan makes
certain changes to the company's 2019 Omnibus Equity Incentive
Plan, including increasing the number of shares of the company's
common stock authorized for issuance thereunder from 7.5 million
shares to 18 million shares; and
(3) ratified the appointment of WithumSmith+Brown, PC as the
company's independent registered public accounting firm for the
fiscal year ending March 31, 2022.
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics
-- http://www.vistagen.com-- is a biopharmaceutical company
committed to developing and commercializing innovative medicines
with the potential to go beyond the current standard of care for
anxiety, depression, and other CNS disorders.
VistaGen reported a net loss and comprehensive loss of $17.93
million for the fiscal year ended March 31, 2021, compared to a
net
loss and comprehensive loss of $20.77 million for the year ended
March 31, 2020. As of June 30, 2021, the Company had $103.91
million in total assets, $18.29 million in total liabilities, and
$85.62 million in total stockholders' equity.
WALTER C. SMITH: Taps Wanger Jones Helsley as Bankruptcy Counsel
----------------------------------------------------------------
Walter C. Smith Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of California to hire
Wanger Jones Helsley to serve as legal counsel in its Chapter 11
case.
The firm's services include:
(a) taking all necessary actions to protect and preserve the
Debtor's estate, including the filing of adversary cases and other
proceedings on the Debtor's behalf, the defense of actions against
the Debtor, and negotiations concerning all disputes and litigation
in which the Debtor is involved;
(b) preparing legal papers in connection with the
administration of the estate;
(c) negotiating and formulating a Chapter 11 plan; and
(d) performing other legal services as requested.
The firm's hourly rates are as follows:
Attorney $180 - $595 per hour
Paralegals/Law Clerks $125 - $180 per hour
Riley Walter, Esq., a partner at firm Wanger Jones Helsley,
disclosed in a court filing that he is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Riley C. Walter, Esq.
Wanger Jones Helsley
265 E. River Park Circle, Suite 310
Fresno, CA 93720
Phone: (559) 233-4800
Email: rwalter@wjhattorneys.com
About Walter C. Smith Company Inc.
Walter C. Smith Company, Inc. filed a petition for Chapter 11
protection (Bankr. E.D. Calif. Case No. 21-12134) on Sept. 2, 2021,
listing up to $50,000 in assets and up to $1 million in
liabilities. Judge Rene Lastreto II oversees the case.
Riley C. Walter, Esq., at Wanger Jones Helsley represents the
Debtor as bankruptcy counsel while Bolen Fransen Cutts, LLP and
Sagaser, Watkins & Wieland, PC serve as the Debtor's special
counsel.
WARDMAN HOTEL: Court Approves Plan, $18 Mil. Marriott Deal
----------------------------------------------------------
Rick Archer of Law360 reports that the century-old Washington
Marriott Wardman Park Hotel got permission Monday, September 20,
2021, from a Delaware bankruptcy judge to check out of Chapter 11
with the $18 million settlement of a long-running dispute with
Marriott Hotels Services Management LLC.
At a brief virtual hearing, U.S. Bankruptcy Judge John Dorsey
approved Wardman Hotel Owner LLC's Chapter 11 liquidation plan,
which will distribute the proceeds of the hotel's $152. 25 million
asset sale and settle the more than $87 million in claims by
Marriott that helped drive the business into bankruptcy.
About Wardman Hotel Owner
Wardman Hotel Owner, L.L.C., owns Marriott Wardman Park Hotel, a
convention hotel located at 2600 Woodley Road NW, in the Woodley
Park neighborhood of Washington, D.C.
Wardman Hotel Owner, L.L.C., filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 21-10023) on Jan. 11, 2021. In the
petition signed by James D. Decker, manager, the Debtor estimated
$100 million to $500 million in assets and liabilities. The Hon.
John T. Dorsey is the case judge. PACHULSKI STANG ZIEHL & JONES
LLP, led by Laura Davis Jones, is the Debtor's counsel.
WB SUPPLY: Plan Exclusivity Extended Thru Nov. 16
-------------------------------------------------
At the behest of Debtor WB Supply LLC, Judge Brendan L. Shannon of
the U.S. Bankruptcy Court for the District of Delaware extended the
periods in which the Debtor may file a plan through and including
November 16, 2021, and may solicit acceptances through and
including January 17, 2022.
Since the Petition Date, the Debtor and its advisors have worked
diligently to administer this case as efficiently as possible to
minimize administrative expenses and maximize the recovery
available to all of the Debtor's stakeholders. In addition, the
Debtor has worked diligently to inform and involve the Committee in
this Chapter 11 Case and intends to continue to consult and work
cooperatively with the Committee on all major issues, including
developing a plan.
The Debtor is paying its undisputed post-petition obligations as
they come due.
The extensions will provide the Debtor with a full and fair
opportunity to resolve open case issues, evaluate certain
administrative and priority claims, and formulate, draft, propose
and solicit a plan without the distraction of ill-formed competing
plans.
A copy of the Debtor's Motion to extend is available at
https://bit.ly/3yel1eE from Stretto.com.
A copy of the Court's Extension Order is available at
https://bit.ly/3AEM84B from Stretto.com.
About WB Supply
WB Supply LLC is a privately held pipe and supply company based in
Pampa, Texas. Founded in 1971, WB Supply has grown to more than a
dozen locations in multiple states, including Texas, Oklahoma, and
New Mexico.
WB Supply sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Case No. 21-10729) on April 20, 2021. At the time
of filing, the Debtor had between $10 million and $50 million in
both assets and liabilities.
Judge Brendan Linehan Shannon oversees the case.
The Debtor tapped Chipman Brown Cicero & Cole, LLP as its legal
counsel, Great American Global Partners, LLC as liquidation agent,
and EHI, LLC, a division of KBF CPAS LLP, as restructuring advisor.
EHI President Edward Hostmann serves as the Debtors chief
restructuring officer. Stretto is the claims and noticing agent and
administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors case on April 29, 2021. The
committee is represented by William A. Hazeltine, Esq.
[*] Claims Trading Report - August 2021
---------------------------------------
There were at least 600 claims that changed hands in Chapter 11
corporate cases in August 2021, with Lehman Brothers Holdings
comprising more half of the transfers:
No. of Claims
Debtor Transferred
------ -----------
Lehman Brothers Holdings Inc. 315
LATAM Airlines Group S.A. 60
Washington Prime Group Inc. 55
Grupo Aeromexico, S.A.B. de C.V. 30
CL H Winddown LLC 13
The Hertz Corporation 13
MB Industries, L.L.C. 12
MobiTV, Inc. 12
GDC Technics, LLC 10
Midnight Madness Distilling LLC 8
Paper Source, Inc 8
Sears Holdings Corporation 8
Cosmoledo, LLC 6
Avianca Holdings S.A. 5
First River Energy, LLC 5
Hampton Bay Manor, LLC 5
Henry Ford Village, Inc. 4
hhgregg, Inc. 3
L'Occitane, Inc. 3
Randolph Hospital, Inc. 3
Easterday Ranches, Inc. 2
ENGINEERED INVESTMENTS LLC 2
Heller Ehrman LLP 2
Highland Capital Management, L.P. 2
Hipskind Technology Solutions
Group, Incorporated 2
Klausner Lumber One LLC 2
Neiman Marcus Group LTD LLC 2
RTW Retailwinds, Inc. 2
SITO Mobile Solutions, Inc. 2
Whoa Networks, Inc. 2
Alpha Entertainment LLC 1
Bouchard Transportation Co., Inc. 1
Brazos Electric Power Cooperative, Inc. 1
CFO Management Holdings, LLC 1
EMPRESAS BENITEZ TOLEDO INC 1
Haubert Homes, Inc 1
Herald Hotel Associates, L.P. 1
Hilltop at DIA, LLC 1
Mallinckrodt plc 1
Purdue Pharma L.P. 1
RCH Lawn Maintenance LLC 1
SCHULTE PROPERTIES LLC 1
Sherwin Alumina Company, LLC 1
SN TEAM LLC 1
Think Finance, LLC 1
Notable claim purchasers for the month of August are:
A. In Lehman Brothers' case:
HBK Master Fund L.P.
c/o HBK Services LLC
2300 North Field Street, Suite 2200
Dallas, TX 75201
Tel: (214) 758-6107
Stonehill Capital Management LLC
885 Third Avenue, 30th Floor
New York, NY 10022
Telephone: 212 739 7474
Facsimile: 212-838-2291
Email: ops@stonehillcap.com
B. In LATAM Airlines' case:
Citigroup Financial Products Inc.
Attn: Kenneth Keeley
Citigroup Global Markets
388 Greenwich Street,
Trading Tower 6th Floor
New York, NY 10013
Tel: (212) 723-6064
Cross Ocean Partners
20 Horseneck Lane
Greenwich, CT 06830
E-mail: ops@crossoceanpartners.com
Diameter Dislocation Master Fund, LP
55 Hudson Yards, 29th Floor
New York, NY 10001
Phone: 212-655-1401
Attn: Shailini Rao, General Counsel and CCO
Deutsche Bank AG, London Branch
c/o Deutsche Bank Securities Inc.
60 Wall Street, 3rd Floor
New York, NY 10005
Attn: Whitney Zeledon
Phone: 212-250-5760
C. In Washington Prime's case:
Argo Partners
12 West 37th Street, Ste. 900
New York, NY 10018
Phone: (212) 643-5446
Bradford Capital Holdings, LP
P.O. Box 4353
Clifton, NJ 07012
Brian L. Brager
E-mail: bbrager@bradforcapitalmgmt.com
CRG Financial LLC
100 Union Ave
Cresskill, NJ 07626
D. In Grupo Aeromexico's case:
Corbin Opportunity Fund, L.P.
c/o Corbin Capital Partners, L.P.
590 Madison Avenue, 31st Floor
New York, NY 10022
Invictus Global Management, LLC
310 Comal Street, Building A, Suite 229
Austin, TX 78702
Tel: (512) 359-8450
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
1847 GOEDEKER GOED US 357.1 198.6 15.5
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 EZ 143.3 (124.0) (43.9)
AEMETIS INC AMTXGEUR EU 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 AERI US 355.5 (39.6) 180.9
AERIE PHARMACEUT 0P0 QT 355.5 (39.6) 180.9
AERIE PHARMACEUT 0P0 TH 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 TH 192.3 (237.5) (75.9)
AGENUS INC AGENEUR EU 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 GZ 192.3 (237.5) (75.9)
AGENUS INC AJ81 SW 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 1.037 (2.023) (0.523)
ALTICE USA INC-A ATUS* MM 33,532.0 (1,349.0) (2,294.7)
ALTICE USA INC-A ATUS US 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 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 15PA GZ 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 AH9 TH 11,329.1 (1,404.7) 453.9
AMC ENTERTAINMEN AH9 QT 11,329.1 (1,404.7) 453.9
AMC ENTERTAINMEN AMC4EUR EU 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 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 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 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 GR 72,464.0 (7,667.0) 1,126.0
AMERICAN AIRLINE AAL* MM 72,464.0 (7,667.0) 1,126.0
AMERICAN AIRLINE AAL US 72,464.0 (7,667.0) 1,126.0
AMERICAN AIRLINE A1G TH 72,464.0 (7,667.0) 1,126.0
AMERICAN AIRLINE AAL-RM RM 72,464.0 (7,667.0) 1,126.0
AMERICAN VIRTUAL AVCT US 146.3 (15.2) (16.2)
AMPLIFY ENERGY C AMPY US 395.3 (87.4) (55.3)
AMYRIS INC 3A01 GR 445.8 (82.5) 254.4
AMYRIS INC 3A01 TH 445.8 (82.5) 254.4
AMYRIS INC AMRS US 445.8 (82.5) 254.4
AMYRIS INC AMRSEUR EU 445.8 (82.5) 254.4
AMYRIS INC 3A01 QT 445.8 (82.5) 254.4
AMYRIS INC AMRSEUR EZ 445.8 (82.5) 254.4
AMYRIS INC 3A01 GZ 445.8 (82.5) 254.4
AMYRIS INC AMRS* MM 445.8 (82.5) 254.4
ANEBULO PHARMACE ANEB US 4.3 (6.5) 3.6
APELLIS PHARMACE 1JK TH 699.9 (141.5) 497.3
APELLIS PHARMACE 1JK GR 699.9 (141.5) 497.3
APELLIS PHARMACE APLSEUR EU 699.9 (141.5) 497.3
APELLIS PHARMACE APLS US 699.9 (141.5) 497.3
AQUESTIVE THERAP AQST US 66.9 (53.8) 28.0
ARCHIMEDES TECH ATSPU US 134.0 133.7 0.9
ARCHIMEDES- SUB ATSPT US 134.0 133.7 0.9
ARRAY TECHNOLOGI ARRY US 622.3 (68.6) 162.1
ASHFORD HOSPITAL AHT US 4,058.0 (54.2) -
ASHFORD HOSPITAL AHD GR 4,058.0 (54.2) -
ASHFORD HOSPITAL AHT1EUR EU 4,058.0 (54.2) -
ASHFORD HOSPITAL AHD TH 4,058.0 (54.2) -
ATHENA BITCOIN G ABIT US 0.011 (1.578) (1.578)
ATLAS TECHNICAL ATCX US 414.6 (143.1) 107.5
AUSTERLITZ ACQ-A AUS US 691.0 610.6 (3.2)
AUSTERLITZ ACQUI AUS/U US 691.0 610.6 (3.2)
AUTOZONE INC AZO US 14,137.9 (1,763.4) (788.9)
AUTOZONE INC AZ5 GR 14,137.9 (1,763.4) (788.9)
AUTOZONE INC AZ5 TH 14,137.9 (1,763.4) (788.9)
AUTOZONE INC AZOEUR EZ 14,137.9 (1,763.4) (788.9)
AUTOZONE INC AZ5 GZ 14,137.9 (1,763.4) (788.9)
AUTOZONE INC AZO AV 14,137.9 (1,763.4) (788.9)
AUTOZONE INC AZ5 TE 14,137.9 (1,763.4) (788.9)
AUTOZONE INC AZO* MM 14,137.9 (1,763.4) (788.9)
AUTOZONE INC AZOEUR EU 14,137.9 (1,763.4) (788.9)
AUTOZONE INC AZ5 QT 14,137.9 (1,763.4) (788.9)
AUTOZONE INC-BDR AZOI34 BZ 14,137.9 (1,763.4) (788.9)
AVID TECHNOLOGY AVD GR 256.7 (129.7) (6.5)
AVID TECHNOLOGY AVID US 256.7 (129.7) (6.5)
AVID TECHNOLOGY AVD TH 256.7 (129.7) (6.5)
AVID TECHNOLOGY AVD GZ 256.7 (129.7) (6.5)
BABCOCK & WILCOX UBW1 GR 665.1 (15.7) 223.3
BABCOCK & WILCOX BW US 665.1 (15.7) 223.3
BABCOCK & WILCOX BWEUR EU 665.1 (15.7) 223.3
BATH & BODY WORK BBWI US 10,392.0 (1,188.0) 1,889.0
BATH & BODY WORK LTD0 TH 10,392.0 (1,188.0) 1,889.0
BATH & BODY WORK LBEUR EZ 10,392.0 (1,188.0) 1,889.0
BATH & BODY WORK LBEUR EU 10,392.0 (1,188.0) 1,889.0
BATH & BODY WORK BBWI* MM 10,392.0 (1,188.0) 1,889.0
BATH & BODY WORK LTD0 QT 10,392.0 (1,188.0) 1,889.0
BATH & BODY WORK BBWI AV 10,392.0 (1,188.0) 1,889.0
BATH & BODY WORK LTD0 GR 10,392.0 (1,188.0) 1,889.0
BATH & BODY WORK LTD0 GZ 10,392.0 (1,188.0) 1,889.0
BAUSCH HEALTH CO BHC US 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO BHC CN 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO BVF GR 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO BVF TH 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO VRX1EUR EZ 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO VRX1EUR EU 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO BVF QT 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO VRX SW 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO BHCN MM 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO BVF GZ 30,042.0 (611.0) (67.0)
BELLRING BRAND-A BRBR US 685.4 (100.1) 107.5
BELLRING BRAND-A BR6 TH 685.4 (100.1) 107.5
BELLRING BRAND-A BR6 GR 685.4 (100.1) 107.5
BELLRING BRAND-A BR6 GZ 685.4 (100.1) 107.5
BELLRING BRAND-A BRBR1EUR EU 685.4 (100.1) 107.5
BIOCRYST PHARM BCRX US 277.3 (106.1) 150.2
BIOCRYST PHARM BO1 GR 277.3 (106.1) 150.2
BIOCRYST PHARM BO1 TH 277.3 (106.1) 150.2
BIOCRYST PHARM BO1 QT 277.3 (106.1) 150.2
BIOCRYST PHARM BCRXEUR EU 277.3 (106.1) 150.2
BIOCRYST PHARM BCRXEUR EZ 277.3 (106.1) 150.2
BIOCRYST PHARM BCRX* MM 277.3 (106.1) 150.2
BIOCRYST PHARM BO1 SW 277.3 (106.1) 150.2
BIOHAVEN PHARMAC BHVN US 845.9 (396.6) 267.4
BIOHAVEN PHARMAC 2VN GR 845.9 (396.6) 267.4
BIOHAVEN PHARMAC BHVNEUR EU 845.9 (396.6) 267.4
BIOHAVEN PHARMAC 2VN TH 845.9 (396.6) 267.4
BIOTRICITY INC BTCY US 2.8 (10.6) (9.5)
BLUE BIRD CORP 4RB GR 362.9 (46.8) (10.0)
BLUE BIRD CORP BLBDEUR EU 362.9 (46.8) (10.0)
BLUE BIRD CORP 4RB GZ 362.9 (46.8) (10.0)
BLUE BIRD CORP BLBD US 362.9 (46.8) (10.0)
BLUE BIRD CORP 4RB TH 362.9 (46.8) (10.0)
BLUE BIRD CORP 4RB QT 362.9 (46.8) (10.0)
BOEING CO-BDR BOEI34 BZ 148,935.0 (16,485.0) 30,871.0
BOEING CO-CED BAD AR 148,935.0 (16,485.0) 30,871.0
BOEING CO-CED BA AR 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BOE LN 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BA PE 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BOEI BB 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BA US 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BCO TH 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BA SW 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BA* MM 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BA TE 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BCO GR 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BAEUR EU 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BA EU 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BAUSD SW 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BA CI 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BAEUR EZ 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BA EZ 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BCO QT 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BCO GZ 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BA AV 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BA-RM RM 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE BACL CI 148,935.0 (16,485.0) 30,871.0
BOEING CO/THE TR TCXBOE AU 148,935.0 (16,485.0) 30,871.0
BOMBARDIER INC-B BBDBN MM 13,901.0 (2,911.0) 1,824.0
BRIDGEBIO PHARMA 2CL GR 1,081.5 (455.6) 778.0
BRIDGEBIO PHARMA 2CL GZ 1,081.5 (455.6) 778.0
BRIDGEBIO PHARMA BBIOEUR EU 1,081.5 (455.6) 778.0
BRIDGEBIO PHARMA 2CL TH 1,081.5 (455.6) 778.0
BRIDGEBIO PHARMA BBIO US 1,081.5 (455.6) 778.0
BRIDGEMARQ REAL BRE CN 85.7 (56.5) 9.3
BRINKER INTL EAT US 2,274.9 (303.3) (364.4)
BRINKER INTL BKJ GR 2,274.9 (303.3) (364.4)
BRINKER INTL BKJ TH 2,274.9 (303.3) (364.4)
BRINKER INTL EAT2EUR EU 2,274.9 (303.3) (364.4)
BRINKER INTL BKJ QT 2,274.9 (303.3) (364.4)
BRINKER INTL EAT2EUR EZ 2,274.9 (303.3) (364.4)
BROOKFIELD INF-A BIPC US 9,176.0 (1,148.0) (2,097.0)
BROOKFIELD INF-A BIPC CN 9,176.0 (1,148.0) (2,097.0)
BRP INC/CA-SUB V DOO CN 4,253.2 (418.0) 168.4
BRP INC/CA-SUB V B15A GR 4,253.2 (418.0) 168.4
BRP INC/CA-SUB V DOOO US 4,253.2 (418.0) 168.4
BRP INC/CA-SUB V DOOEUR EU 4,253.2 (418.0) 168.4
BRP INC/CA-SUB V B15A GZ 4,253.2 (418.0) 168.4
BRP INC/CA-SUB V B15A TH 4,253.2 (418.0) 168.4
CADIZ INC CDZI US 101.6 (5.1) 10.1
CADIZ INC CDZIEUR EU 101.6 (5.1) 10.1
CADIZ INC 2ZC GR 101.6 (5.1) 10.1
CALUMET SPECIALT CLMT US 1,840.3 (351.7) (289.2)
CEDAR FAIR LP FUN US 2,664.2 (841.6) 80.8
CENGAGE LEARNING CNGO US 2,615.6 (233.9) 133.6
CENTRUS ENERGY-A 4CU TH 500.6 (271.4) 75.8
CENTRUS ENERGY-A 4CU GR 500.6 (271.4) 75.8
CENTRUS ENERGY-A LEU US 500.6 (271.4) 75.8
CENTRUS ENERGY-A LEUEUR EU 500.6 (271.4) 75.8
CEREVEL THERAPEU CERE US 391.0 293.9 302.5
CHOICE CONSOLIDA CDXX-U/U CN 174.1 (6.3) -
CHOICE CONSOLIDA CDXXF US 174.1 (6.3) -
CINCINNATI BELL CIB1 GR 2,600.4 (183.2) (154.4)
CINCINNATI BELL CBBEUR EU 2,600.4 (183.2) (154.4)
CINEPLEX INC CPXGF US 2,156.2 (168.3) (319.0)
CINEPLEX INC CX0 GR 2,156.2 (168.3) (319.0)
CINEPLEX INC CGX CN 2,156.2 (168.3) (319.0)
CINEPLEX INC CX0 TH 2,156.2 (168.3) (319.0)
CINEPLEX INC CGXEUR EU 2,156.2 (168.3) (319.0)
CINEPLEX INC CGXN MM 2,156.2 (168.3) (319.0)
CINEPLEX INC CX0 GZ 2,156.2 (168.3) (319.0)
CLENE INC CLNN US 73.3 (25.9) 63.6
CLENE INC 84C GR 73.3 (25.9) 63.6
CLENE INC CLNNEUR EU 73.3 (25.9) 63.6
CLINIGENCE HOLDI CLNH US 77.4 67.3 (1.7)
CLOVIS ONCOLOGY C6O GR 572.2 (207.0) 122.5
CLOVIS ONCOLOGY CLVS US 572.2 (207.0) 122.5
CLOVIS ONCOLOGY CLVSEUR EZ 572.2 (207.0) 122.5
CLOVIS ONCOLOGY CLVSEUR EU 572.2 (207.0) 122.5
CLOVIS ONCOLOGY C6O TH 572.2 (207.0) 122.5
CLOVIS ONCOLOGY C6O QT 572.2 (207.0) 122.5
CLOVIS ONCOLOGY C6O GZ 572.2 (207.0) 122.5
COEPTIS THERAPEU COEP US 0.154 (0.552) (0.552)
COGENT COMMUNICA OGM1 GR 1,010.7 (336.1) 360.8
COGENT COMMUNICA CCOI US 1,010.7 (336.1) 360.8
COGENT COMMUNICA CCOIEUR EU 1,010.7 (336.1) 360.8
COGENT COMMUNICA CCOI* MM 1,010.7 (336.1) 360.8
COMMUNITY HEALTH CYH US 15,528.0 (1,118.0) 1,184.0
COMMUNITY HEALTH CG5 GR 15,528.0 (1,118.0) 1,184.0
COMMUNITY HEALTH CG5 QT 15,528.0 (1,118.0) 1,184.0
COMMUNITY HEALTH CYH1EUR EU 15,528.0 (1,118.0) 1,184.0
COMMUNITY HEALTH CG5 TH 15,528.0 (1,118.0) 1,184.0
COMMUNITY HEALTH CG5 GZ 15,528.0 (1,118.0) 1,184.0
CORSAIR PARTN-A CORS US 0.755 (0.020) (0.750)
CORSAIR PARTNERI CORS/U US 0.755 (0.020) (0.750)
CPI CARD GROUP I PMTS US 248.4 (129.3) 81.7
CPI CARD GROUP I CPB1 GR 248.4 (129.3) 81.7
CPI CARD GROUP I PMTSEUR EU 248.4 (129.3) 81.7
CRUCIAL INNOVATI CINV US - (0.0) (0.0)
DA32 LIFE SCIE-A DALS US 0.471 (0.018) (0.324)
DELEK LOGISTICS DKL US 935.5 (107.8) (44.4)
DENNY'S CORP DENN US 418.3 (99.4) (39.2)
DENNY'S CORP DE8 TH 418.3 (99.4) (39.2)
DENNY'S CORP DE8 GR 418.3 (99.4) (39.2)
DENNY'S CORP DENNEUR EU 418.3 (99.4) (39.2)
DENNY'S CORP DE8 GZ 418.3 (99.4) (39.2)
DIALOGUE HEALTH CARE CN 150.7 131.5 118.9
DIEBOLD NIXDORF DBD US 3,535.1 (842.6) 225.0
DIEBOLD NIXDORF DBD GR 3,535.1 (842.6) 225.0
DIEBOLD NIXDORF DBDEUR EU 3,535.1 (842.6) 225.0
DIEBOLD NIXDORF DBDEUR EZ 3,535.1 (842.6) 225.0
DIEBOLD NIXDORF DBD TH 3,535.1 (842.6) 225.0
DIEBOLD NIXDORF DBD QT 3,535.1 (842.6) 225.0
DIEBOLD NIXDORF DBD SW 3,535.1 (842.6) 225.0
DIEBOLD NIXDORF DBD GZ 3,535.1 (842.6) 225.0
DIGITAL MEDIA-A DMS US 268.5 (52.9) 19.0
DINE BRANDS GLOB DIN US 1,895.9 (282.8) 116.3
DINE BRANDS GLOB IHP GR 1,895.9 (282.8) 116.3
DINE BRANDS GLOB IHP TH 1,895.9 (282.8) 116.3
DINE BRANDS GLOB IHP GZ 1,895.9 (282.8) 116.3
DOMINO'S P - BDR D2PZ34 BZ 1,721.8 (4,140.6) 426.5
DOMINO'S PIZZA EZV GR 1,721.8 (4,140.6) 426.5
DOMINO'S PIZZA DPZ US 1,721.8 (4,140.6) 426.5
DOMINO'S PIZZA EZV GZ 1,721.8 (4,140.6) 426.5
DOMINO'S PIZZA DPZEUR EZ 1,721.8 (4,140.6) 426.5
DOMINO'S PIZZA DPZ AV 1,721.8 (4,140.6) 426.5
DOMINO'S PIZZA DPZ* MM 1,721.8 (4,140.6) 426.5
DOMINO'S PIZZA EZV TH 1,721.8 (4,140.6) 426.5
DOMINO'S PIZZA EZV QT 1,721.8 (4,140.6) 426.5
DOMINO'S PIZZA DPZEUR EU 1,721.8 (4,140.6) 426.5
DOMO INC- CL B DOMO US 206.8 (101.5) (38.5)
DOMO INC- CL B 1ON GR 206.8 (101.5) (38.5)
DOMO INC- CL B DOMOEUR EU 206.8 (101.5) (38.5)
DOMO INC- CL B 1ON GZ 206.8 (101.5) (38.5)
DOMO INC- CL B 1ON TH 206.8 (101.5) (38.5)
DROPBOX INC-A DBXEUR EZ 3,328.1 (94.8) 942.3
DROPBOX INC-A DBX* MM 3,328.1 (94.8) 942.3
DROPBOX INC-A DBX US 3,328.1 (94.8) 942.3
DROPBOX INC-A 1Q5 GR 3,328.1 (94.8) 942.3
DROPBOX INC-A 1Q5 SW 3,328.1 (94.8) 942.3
DROPBOX INC-A 1Q5 TH 3,328.1 (94.8) 942.3
DROPBOX INC-A 1Q5 QT 3,328.1 (94.8) 942.3
DROPBOX INC-A DBXEUR EU 3,328.1 (94.8) 942.3
DROPBOX INC-A DBX AV 3,328.1 (94.8) 942.3
DROPBOX INC-A 1Q5 GZ 3,328.1 (94.8) 942.3
EAST RESOURCES A ERESU US 345.3 (40.5) (40.5)
EAST RESOURCES-A ERES US 345.3 (40.5) (40.5)
ESPERION THERAPE 0ET QT 280.5 (304.3) 192.5
ESPERION THERAPE ESPR US 280.5 (304.3) 192.5
ESPERION THERAPE ESPREUR EZ 280.5 (304.3) 192.5
ESPERION THERAPE 0ET TH 280.5 (304.3) 192.5
ESPERION THERAPE ESPREUR EU 280.5 (304.3) 192.5
ESPERION THERAPE 0ET GR 280.5 (304.3) 192.5
ESPERION THERAPE 0ET SW 280.5 (304.3) 192.5
ESPERION THERAPE 0ET GZ 280.5 (304.3) 192.5
EXPRESS INC 02Z TH 1,250.4 (23.5) (135.9)
EXPRESS INC EXPR US 1,250.4 (23.5) (135.9)
EXPRESS INC 02Z GR 1,250.4 (23.5) (135.9)
EXPRESS INC EXPREUR EU 1,250.4 (23.5) (135.9)
EXPRESS INC 02Z QT 1,250.4 (23.5) (135.9)
EXPRESS INC 02Z GZ 1,250.4 (23.5) (135.9)
F45 TRAINING HOL FXLV US 107.0 (308.8) 4.9
F45 TRAINING HOL 4OP GR 107.0 (308.8) 4.9
F45 TRAINING HOL FXLVEUR EU 107.0 (308.8) 4.9
F45 TRAINING HOL 4OP TH 107.0 (308.8) 4.9
F45 TRAINING HOL 4OP GZ 107.0 (308.8) 4.9
F45 TRAINING HOL 4OP QT 107.0 (308.8) 4.9
FARADAY FUTURE I FFIE US 229.9 (9.4) (2.4)
FARMERS EDGE INC FDGE CN 194.0 150.0 101.2
FARMERS EDGE INC FMEGF US 194.0 150.0 101.2
FAT BRANDS I-CLB FATBB US 169.2 (45.2) 15.1
FAT BRANDS-CL A FAT US 169.2 (45.2) 15.1
FERRELLGAS PAR-B FGPRB US 1,644.7 (189.4) 276.0
FERRELLGAS-LP FGPR US 1,644.7 (189.4) 276.0
FIRST LIGHT ACQ FLAG/U US 0.625 (0.058) (0.566)
FLEXION THERAPEU FLXNEUR EZ 210.0 (56.2) 144.2
FLEXION THERAPEU F02 TH 210.0 (56.2) 144.2
FLEXION THERAPEU FLXNEUR EU 210.0 (56.2) 144.2
FLEXION THERAPEU F02 QT 210.0 (56.2) 144.2
FLEXION THERAPEU FLXN US 210.0 (56.2) 144.2
FLEXION THERAPEU F02 GR 210.0 (56.2) 144.2
GALERA THERAPEUT GRTX US 115.3 (25.5) 92.0
GLOBAL CLEAN ENE GCEH US 303.2 (41.9) (18.7)
GLOBAL SPAC -SUB GLSPT US 170.2 (12.2) (5.0)
GLOBAL SPAC PART GLSPU US 170.2 (12.2) (5.0)
GODADDY INC -BDR G2DD34 BZ 7,362.1 (31.4) (465.7)
GODADDY INC-A 38D TH 7,362.1 (31.4) (465.7)
GODADDY INC-A GDDYEUR EZ 7,362.1 (31.4) (465.7)
GODADDY INC-A 38D GR 7,362.1 (31.4) (465.7)
GODADDY INC-A 38D QT 7,362.1 (31.4) (465.7)
GODADDY INC-A GDDY* MM 7,362.1 (31.4) (465.7)
GODADDY INC-A GDDY US 7,362.1 (31.4) (465.7)
GODADDY INC-A 38D GZ 7,362.1 (31.4) (465.7)
GOGO INC GOGO US 352.0 (577.3) 0.3
GOGO INC G0G GR 352.0 (577.3) 0.3
GOGO INC GOGOEUR EZ 352.0 (577.3) 0.3
GOGO INC G0G QT 352.0 (577.3) 0.3
GOGO INC GOGOEUR EU 352.0 (577.3) 0.3
GOGO INC G0G SW 352.0 (577.3) 0.3
GOGO INC G0G TH 352.0 (577.3) 0.3
GOGO INC G0G GZ 352.0 (577.3) 0.3
GOLDEN NUGGET ON GNOG US 277.8 (17.5) 124.8
GOLDEN NUGGET ON LCA2EUR EU 277.8 (17.5) 124.8
GOLDEN NUGGET ON 5ZU TH 277.8 (17.5) 124.8
GOOSEHEAD INSU-A GSHD US 238.0 (27.5) 28.7
GOOSEHEAD INSU-A 2OX GR 238.0 (27.5) 28.7
GOOSEHEAD INSU-A GSHDEUR EU 238.0 (27.5) 28.7
GOOSEHEAD INSU-A 2OX TH 238.0 (27.5) 28.7
GOOSEHEAD INSU-A 2OX QT 238.0 (27.5) 28.7
GORES HOLD VII-A GSEV US 552.6 515.5 (15.3)
GORES HOLDINGS V GSEVU US 552.6 515.5 (15.3)
GORES TECH-B GTPB US 462.3 417.7 (26.3)
GORES TECHNOLOGY GTPBU US 462.3 417.7 (26.3)
GRAFTECH INTERNA EAFEUR EZ 1,397.1 (176.6) 388.9
GRAFTECH INTERNA G6G GZ 1,397.1 (176.6) 388.9
GRAFTECH INTERNA EAF US 1,397.1 (176.6) 388.9
GRAFTECH INTERNA G6G TH 1,397.1 (176.6) 388.9
GRAFTECH INTERNA G6G GR 1,397.1 (176.6) 388.9
GRAFTECH INTERNA EAFEUR EU 1,397.1 (176.6) 388.9
GRAFTECH INTERNA G6G QT 1,397.1 (176.6) 388.9
GRAFTECH INTERNA EAF* MM 1,397.1 (176.6) 388.9
GRAPHITE BIO INC GRPH US 387.1 379.2 376.9
GREEN PLAINS PAR GPP US 102.5 (4.0) (8.6)
GREENSKY INC-A GSKY US 1,311.0 (118.5) 610.3
HERBALIFE NUTRIT HLF US 2,966.7 (1,291.2) 564.0
HERBALIFE NUTRIT HOO GR 2,966.7 (1,291.2) 564.0
HERBALIFE NUTRIT HOO TH 2,966.7 (1,291.2) 564.0
HERBALIFE NUTRIT HLFEUR EZ 2,966.7 (1,291.2) 564.0
HERBALIFE NUTRIT HLFEUR EU 2,966.7 (1,291.2) 564.0
HERBALIFE NUTRIT HOO QT 2,966.7 (1,291.2) 564.0
HERBALIFE NUTRIT HOO GZ 2,966.7 (1,291.2) 564.0
HEWLETT-CEDEAR HPQD AR 35,523.0 (3,942.0) (7,064.0)
HEWLETT-CEDEAR HPQC AR 35,523.0 (3,942.0) (7,064.0)
HEWLETT-CEDEAR HPQ AR 35,523.0 (3,942.0) (7,064.0)
HILTON WORLD-BDR H1LT34 BZ 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HLT US 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HLTEUR EZ 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HLTW AV 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HI91 TE 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HI91 QT 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HLTEUR EU 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HLT* MM 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HI91 GR 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HI91 TH 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HI91 GZ 15,090.0 (1,416.0) (400.0)
HORIZON GLOBAL HZN US 479.4 (22.5) 108.1
HORIZON GLOBAL 2H6 GR 479.4 (22.5) 108.1
HORIZON GLOBAL HZN1EUR EU 479.4 (22.5) 108.1
HORIZON GLOBAL 2H6 GZ 479.4 (22.5) 108.1
HP COMPANY-BDR HPQB34 BZ 35,523.0 (3,942.0) (7,064.0)
HP INC HPQ TE 35,523.0 (3,942.0) (7,064.0)
HP INC HPQ US 35,523.0 (3,942.0) (7,064.0)
HP INC 7HP TH 35,523.0 (3,942.0) (7,064.0)
HP INC 7HP GR 35,523.0 (3,942.0) (7,064.0)
HP INC HPQ* MM 35,523.0 (3,942.0) (7,064.0)
HP INC HPQUSD SW 35,523.0 (3,942.0) (7,064.0)
HP INC HPQ CI 35,523.0 (3,942.0) (7,064.0)
HP INC HPQEUR EZ 35,523.0 (3,942.0) (7,064.0)
HP INC HPQ AV 35,523.0 (3,942.0) (7,064.0)
HP INC HPQ SW 35,523.0 (3,942.0) (7,064.0)
HP INC 7HP QT 35,523.0 (3,942.0) (7,064.0)
HP INC HPQEUR EU 35,523.0 (3,942.0) (7,064.0)
HP INC 7HP GZ 35,523.0 (3,942.0) (7,064.0)
HP INC HPQ-RM RM 35,523.0 (3,942.0) (7,064.0)
HYRECAR INC HYREEUR EZ 27.6 12.7 12.6
HYRECAR INC 8HY TH 27.6 12.7 12.6
HYRECAR INC 8HY QT 27.6 12.7 12.6
HYRECAR INC HYRE US 27.6 12.7 12.6
HYRECAR INC 8HY GR 27.6 12.7 12.6
HYRECAR INC 8HY GZ 27.6 12.7 12.6
IMMUNITYBIO INC NK1EUR EU 246.3 (158.6) 39.3
IMMUNITYBIO INC NK1EUR EZ 246.3 (158.6) 39.3
IMMUNITYBIO INC 26CA GZ 246.3 (158.6) 39.3
IMMUNITYBIO INC IBRX US 246.3 (158.6) 39.3
IMMUNITYBIO INC 26CA GR 246.3 (158.6) 39.3
IMMUNITYBIO INC 26CA TH 246.3 (158.6) 39.3
IMMUNITYBIO INC 26CA QT 246.3 (158.6) 39.3
INFRASTRUCTURE A IEA US 798.3 (91.7) 81.3
INFRASTRUCTURE A IEAEUR EU 798.3 (91.7) 81.3
INFRASTRUCTURE A 5YF GR 798.3 (91.7) 81.3
INFRASTRUCTURE A 5YF TH 798.3 (91.7) 81.3
INFRASTRUCTURE A 5YF QT 798.3 (91.7) 81.3
INSEEGO CORP INSG US 224.7 (8.9) 63.7
INSEEGO CORP INSGEUR EU 224.7 (8.9) 63.7
INSEEGO CORP INO GR 224.7 (8.9) 63.7
INSEEGO CORP INSGEUR EZ 224.7 (8.9) 63.7
INSEEGO CORP INO GZ 224.7 (8.9) 63.7
INSEEGO CORP INO TH 224.7 (8.9) 63.7
INSEEGO CORP INO QT 224.7 (8.9) 63.7
INSPIRED ENTERTA 4U8 GR 286.2 (151.7) (17.7)
INSPIRED ENTERTA INSEEUR EU 286.2 (151.7) (17.7)
INSPIRED ENTERTA INSE US 286.2 (151.7) (17.7)
INSTADOSE PHARMA INSD US 0.0 -0.1 -0.1
INTAPP INC INTA US 459.8 (13.4) (58.0)
INTERCEPT PHARMA ICPT US 523.2 (203.2) 347.8
INTERCEPT PHARMA I4P GR 523.2 (203.2) 347.8
INTERCEPT PHARMA ICPT* MM 523.2 (203.2) 347.8
INTERCEPT PHARMA I4P TH 523.2 (203.2) 347.8
INTERCEPT PHARMA I4P GZ 523.2 (203.2) 347.8
J. JILL INC JILL US 469.5 (60.9) (13.8)
JACK IN THE BOX JBX GR 1,787.5 (811.6) (136.4)
JACK IN THE BOX JACK US 1,787.5 (811.6) (136.4)
JACK IN THE BOX JACK1EUR EZ 1,787.5 (811.6) (136.4)
JACK IN THE BOX JACK1EUR EU 1,787.5 (811.6) (136.4)
JACK IN THE BOX JBX GZ 1,787.5 (811.6) (136.4)
JACK IN THE BOX JBX QT 1,787.5 (811.6) (136.4)
KALTURA INC KLTR US 112.1 (107.3) (36.0)
KARYOPHARM THERA 25K QT 286.6 (83.1) 215.4
KARYOPHARM THERA KPTI US 286.6 (83.1) 215.4
KARYOPHARM THERA 25K GZ 286.6 (83.1) 215.4
KARYOPHARM THERA KPTIEUR EU 286.6 (83.1) 215.4
KARYOPHARM THERA 25K GR 286.6 (83.1) 215.4
KARYOPHARM THERA 25K TH 286.6 (83.1) 215.4
KL ACQUISI-CLS A KLAQ US 288.8 264.5 0.7
KL ACQUISITION C KLAQU US 288.8 264.5 0.7
KNOWBE4 INC-A KNBE US 443.2 174.9 155.9
L BRANDS INC-BDR B1BW34 BZ 10,392.0 (1,188.0) 1,889.0
LAREDO PETROLEUM 8LP1 GR 1,786.8 (154.3) (186.9)
LAREDO PETROLEUM LPI US 1,786.8 (154.3) (186.9)
LAREDO PETROLEUM LPI1EUR EZ 1,786.8 (154.3) (186.9)
LAREDO PETROLEUM 8LP1 QT 1,786.8 (154.3) (186.9)
LAREDO PETROLEUM LPI1EUR EU 1,786.8 (154.3) (186.9)
LDH GROWTH C-A LDHA US 233.0 213.1 2.3
LDH GROWTH CORP LDHAU US 233.0 213.1 2.3
LEGALZOOMCOM INC LZ US 284.8 (482.7) (76.5)
LEGALZOOMCOM INC 1LZ GR 284.8 (482.7) (76.5)
LEGALZOOMCOM INC 1LZ TH 284.8 (482.7) (76.5)
LEGALZOOMCOM INC 1LZ GZ 284.8 (482.7) (76.5)
LEGALZOOMCOM INC LZEUR EU 284.8 (482.7) (76.5)
LEGALZOOMCOM INC 1LZ QT 284.8 (482.7) (76.5)
LENNOX INTL INC LXI GR 2,204.7 (213.3) 202.6
LENNOX INTL INC LII US 2,204.7 (213.3) 202.6
LENNOX INTL INC LII1EUR EU 2,204.7 (213.3) 202.6
LENNOX INTL INC LXI TH 2,204.7 (213.3) 202.6
LENNOX INTL INC LII* MM 2,204.7 (213.3) 202.6
LESLIE'S INC LESL US 997.8 (265.7) 255.9
LESLIE'S INC LE3 GR 997.8 (265.7) 255.9
LESLIE'S INC LESLEUR EU 997.8 (265.7) 255.9
LESLIE'S INC LE3 TH 997.8 (265.7) 255.9
LESLIE'S INC LE3 QT 997.8 (265.7) 255.9
LIFEMD INC LFMD US 24.0 (4.2) 3.9
LIFESPEAK INC LSPK CN 11.8 (30.2) (5.7)
LION ELECTRIC CO LEV US - - -
LION ELECTRIC CO LEV CN - - -
LIVE NATION ENTE 3LN GR 12,245.7 (328.8) 258.0
LIVE NATION ENTE LYV US 12,245.7 (328.8) 258.0
LIVE NATION ENTE LYV* MM 12,245.7 (328.8) 258.0
LIVE NATION ENTE LYVEUR EZ 12,245.7 (328.8) 258.0
LIVE NATION ENTE 3LN TH 12,245.7 (328.8) 258.0
LIVE NATION ENTE LYVEUR EU 12,245.7 (328.8) 258.0
LIVE NATION ENTE 3LN QT 12,245.7 (328.8) 258.0
LIVE NATION ENTE 3LN SW 12,245.7 (328.8) 258.0
LIVE NATION ENTE 3LN GZ 12,245.7 (328.8) 258.0
LIVE NATION-BDR L1YV34 BZ 12,245.7 (328.8) 258.0
LOWE'S COS INC LWE TH 49,404.0 (175.0) 3,419.0
LOWE'S COS INC LOWE AV 49,404.0 (175.0) 3,419.0
LOWE'S COS INC LOWEUR EZ 49,404.0 (175.0) 3,419.0
LOWE'S COS INC LWE QT 49,404.0 (175.0) 3,419.0
LOWE'S COS INC LOWEUR EU 49,404.0 (175.0) 3,419.0
LOWE'S COS INC LWE TE 49,404.0 (175.0) 3,419.0
LOWE'S COS INC LWE GR 49,404.0 (175.0) 3,419.0
LOWE'S COS INC LOW US 49,404.0 (175.0) 3,419.0
LOWE'S COS INC LWE GZ 49,404.0 (175.0) 3,419.0
LOWE'S COS INC LOW* MM 49,404.0 (175.0) 3,419.0
LOWE'S COS INC LOW-RM RM 49,404.0 (175.0) 3,419.0
LOWE'S COS-BDR LOWC34 BZ 49,404.0 (175.0) 3,419.0
MADISON SQUARE G MSG1EUR EU 1,309.9 (201.9) (183.0)
MADISON SQUARE G MS8 GR 1,309.9 (201.9) (183.0)
MADISON SQUARE G MSGS US 1,309.9 (201.9) (183.0)
MADISON SQUARE G MS8 TH 1,309.9 (201.9) (183.0)
MADISON SQUARE G MS8 QT 1,309.9 (201.9) (183.0)
MADISON SQUARE G MS8 GZ 1,309.9 (201.9) (183.0)
MAGNET FORENSICS MAGT CN 137.8 83.8 85.0
MAGNET FORENSICS 91T GR 137.8 83.8 85.0
MAGNET FORENSICS MAGTEUR EU 137.8 83.8 85.0
MAGNET FORENSICS MAGTF US 137.8 83.8 85.0
MANNKIND CORP NNFN TH 252.8 (183.6) 119.5
MANNKIND CORP MNKD US 252.8 (183.6) 119.5
MANNKIND CORP NNFN GR 252.8 (183.6) 119.5
MANNKIND CORP MNKDEUR EZ 252.8 (183.6) 119.5
MANNKIND CORP NNFN QT 252.8 (183.6) 119.5
MANNKIND CORP MNKDEUR EU 252.8 (183.6) 119.5
MANNKIND CORP NNFN GZ 252.8 (183.6) 119.5
MATCH GROUP -BDR M1TC34 BZ 4,433.9 (133.8) 56.5
MATCH GROUP INC MTCH US 4,433.9 (133.8) 56.5
MATCH GROUP INC 4MGN TH 4,433.9 (133.8) 56.5
MATCH GROUP INC MTCH1* MM 4,433.9 (133.8) 56.5
MATCH GROUP INC 4MGN GR 4,433.9 (133.8) 56.5
MATCH GROUP INC 4MGN QT 4,433.9 (133.8) 56.5
MATCH GROUP INC MTC2 AV 4,433.9 (133.8) 56.5
MATCH GROUP INC 4MGN GZ 4,433.9 (133.8) 56.5
MBIA INC MBI US 5,252.0 (23.0) -
MBIA INC MBJ GR 5,252.0 (23.0) -
MBIA INC MBJ QT 5,252.0 (23.0) -
MBIA INC MBI1EUR EU 5,252.0 (23.0) -
MBIA INC MBJ GZ 5,252.0 (23.0) -
MCAFEE CORP - A MCFE US 5,437.0 (1,704.0) (1,351.0)
MCAFEE CORP - A MC7 GR 5,437.0 (1,704.0) (1,351.0)
MCAFEE CORP - A MCFEEUR EU 5,437.0 (1,704.0) (1,351.0)
MCAFEE CORP - A MC7 TH 5,437.0 (1,704.0) (1,351.0)
MCDONALD'S CORP TCXMCD AU 51,893.1 (5,808.0) 1,766.4
MCDONALDS - BDR MCDC34 BZ 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MDO TH 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCD US 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCD SW 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MDO GR 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCD* MM 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCD TE 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCDUSD SW 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCD CI 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCDUSD EZ 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCDEUR EZ 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP 0R16 LN 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCDUSD EU 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MDO QT 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCDEUR EU 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MDO GZ 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCD AV 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCD-RM RM 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCDCL CI 51,893.1 (5,808.0) 1,766.4
MCDONALDS-CEDEAR MCD AR 51,893.1 (5,808.0) 1,766.4
MCDONALDS-CEDEAR MCDC AR 51,893.1 (5,808.0) 1,766.4
MCDONALDS-CEDEAR MCDD AR 51,893.1 (5,808.0) 1,766.4
MCKESSON CORP MCK US 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK* MM 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK TH 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK1EUR EZ 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK GR 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK1EUR EU 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK QT 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK GZ 62,894.0 (38.0) (485.0)
MCKESSON-BDR M1CK34 BZ 62,894.0 (38.0) (485.0)
MEDIAALPHA INC-A MAX US 236.4 (79.2) 41.0
METAMATERIAL EXC MMAX CN 15.0 (1.6) 2.6
METAMATERIAL EXC CZQEUR EU 15.0 (1.6) 2.6
METROMILE INC MILE US 202.2 (57.0) -
MONEYGRAM INTERN MGI US 4,473.0 (168.2) (18.4)
MONEYGRAM INTERN 9M1N GR 4,473.0 (168.2) (18.4)
MONEYGRAM INTERN MGIEUR EZ 4,473.0 (168.2) (18.4)
MONEYGRAM INTERN 9M1N QT 4,473.0 (168.2) (18.4)
MONEYGRAM INTERN 9M1N TH 4,473.0 (168.2) (18.4)
MONEYGRAM INTERN MGIEUR EU 4,473.0 (168.2) (18.4)
MOTOROLA SOL-BDR M1SI34 BZ 11,131.0 (344.0) 1,476.0
MOTOROLA SOL-CED MSI AR 11,131.0 (344.0) 1,476.0
MOTOROLA SOLUTIO MTLA GR 11,131.0 (344.0) 1,476.0
MOTOROLA SOLUTIO MOT TE 11,131.0 (344.0) 1,476.0
MOTOROLA SOLUTIO MSI US 11,131.0 (344.0) 1,476.0
MOTOROLA SOLUTIO MTLA TH 11,131.0 (344.0) 1,476.0
MOTOROLA SOLUTIO MSI1EUR EZ 11,131.0 (344.0) 1,476.0
MOTOROLA SOLUTIO MOSI AV 11,131.0 (344.0) 1,476.0
MOTOROLA SOLUTIO MTLA QT 11,131.0 (344.0) 1,476.0
MOTOROLA SOLUTIO MSI1EUR EU 11,131.0 (344.0) 1,476.0
MOTOROLA SOLUTIO MTLA GZ 11,131.0 (344.0) 1,476.0
MSCI INC MSCI US 4,791.1 (367.8) 1,607.9
MSCI INC 3HM GR 4,791.1 (367.8) 1,607.9
MSCI INC 3HM GZ 4,791.1 (367.8) 1,607.9
MSCI INC MSCIEUR EZ 4,791.1 (367.8) 1,607.9
MSCI INC MSCI* MM 4,791.1 (367.8) 1,607.9
MSCI INC 3HM QT 4,791.1 (367.8) 1,607.9
MSCI INC 3HM SW 4,791.1 (367.8) 1,607.9
MSCI INC 3HM TH 4,791.1 (367.8) 1,607.9
MSCI INC MSCI AV 4,791.1 (367.8) 1,607.9
MSCI INC MSCI-RM RM 4,791.1 (367.8) 1,607.9
MSCI INC-BDR M1SC34 BZ 4,791.1 (367.8) 1,607.9
N/A HYREEUR EU 27.6 12.7 12.6
NATHANS FAMOUS NATH US 114.0 (58.1) 85.0
NATHANS FAMOUS NFA GR 114.0 (58.1) 85.0
NATHANS FAMOUS NATHEUR EU 114.0 (58.1) 85.0
NEIGHBOURLY PHAR NBLY CN 504.1 319.8 123.0
NEUROPACE INC NPCE US 147.0 88.7 138.8
NEW ENG RLTY-LP NEN US 290.2 (43.5) -
NEXIMMUNE INC NEXI US 115.4 109.9 105.7
NEXIMMUNE INC 737 GR 115.4 109.9 105.7
NEXIMMUNE INC NEXI1EUR EU 115.4 109.9 105.7
NEXIMMUNE INC 737 GZ 115.4 109.9 105.7
NOBLE CORP NE US 2,150.5 1,385.7 195.7
NOBLE ROCK ACQ-A NRAC US 243.3 223.0 1.6
NOBLE ROCK ACQUI NRACU US 243.3 223.0 1.6
NORTHERN OIL AND NOG US 1,091.8 (168.2) (161.2)
NORTHERN OIL AND 4LT1 GR 1,091.8 (168.2) (161.2)
NORTHERN OIL AND NOG1EUR EU 1,091.8 (168.2) (161.2)
NORTHERN OIL AND 4LT1 TH 1,091.8 (168.2) (161.2)
NORTHERN OIL AND 4LT1 GZ 1,091.8 (168.2) (161.2)
NORTONLIFEL- BDR S1YM34 BZ 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I NLOK US 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I SYM TH 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I SYM GR 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I SYMC TE 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I NLOK* MM 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I SYM SW 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I SYMCEUR EZ 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I SYM QT 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I SYMCEUR EU 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I SYM GZ 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I SYMC AV 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I NLOK-RM RM 6,565.0 (497.0) (435.0)
NRX PHARMACEUTIC NRXP US 18.5 (17.4) (16.9)
NRX PHARMACEUTIC B1QB GR 18.5 (17.4) (16.9)
NRX PHARMACEUTIC BRPAEUR EU 18.5 (17.4) (16.9)
NRX PHARMACEUTIC B1QB GZ 18.5 (17.4) (16.9)
NRX PHARMACEUTIC BRPAEUR EZ 18.5 (17.4) (16.9)
NRX PHARMACEUTIC B1QB TH 18.5 (17.4) (16.9)
NRX PHARMACEUTIC B1QB QT 18.5 (17.4) (16.9)
NUTANIX INC - A 0NU GR 2,277.5 (1,012.0) 634.4
NUTANIX INC - A 0NU TH 2,277.5 (1,012.0) 634.4
NUTANIX INC - A NTNXEUR EU 2,277.5 (1,012.0) 634.4
NUTANIX INC - A 0NU QT 2,277.5 (1,012.0) 634.4
NUTANIX INC - A NTNXEUR EZ 2,277.5 (1,012.0) 634.4
NUTANIX INC - A NTNX US 2,277.5 (1,012.0) 634.4
NUTANIX INC - A 0NU GZ 2,277.5 (1,012.0) 634.4
OMEROS CORP OMER US 145.4 (246.3) 64.7
OMEROS CORP 3O8 GR 145.4 (246.3) 64.7
OMEROS CORP 3O8 QT 145.4 (246.3) 64.7
OMEROS CORP 3O8 TH 145.4 (246.3) 64.7
OMEROS CORP OMEREUR EU 145.4 (246.3) 64.7
OMEROS CORP 3O8 GZ 145.4 (246.3) 64.7
ONCOLOGY PHARMA ONPH US 0.0430 (0.4460) (0.4460)
ORACLE BDR ORCL34 BZ 122,924.0 (1,130.0) 24,046.0
ORACLE CO-CEDEAR ORCLC AR 122,924.0 (1,130.0) 24,046.0
ORACLE CO-CEDEAR ORCL AR 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCL US 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORC GR 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORC TH 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCL TE 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCL* MM 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCLUSD SW 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCL CI 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCLEUR EZ 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCL SW 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCLEUR EU 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORC QT 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORC GZ 122,924.0 (1,130.0) 24,046.0
ORACLE CORP 0R1Z LN 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCL AV 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCLCL CI 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCL-RM RM 122,924.0 (1,130.0) 24,046.0
ORGANON & CO OGN US 10,908.0 (1,934.0) 936.0
ORGANON & CO 7XP TH 10,908.0 (1,934.0) 936.0
ORGANON & CO OGN-WEUR EU 10,908.0 (1,934.0) 936.0
ORGANON & CO 7XP GR 10,908.0 (1,934.0) 936.0
ORGANON & CO OGN* MM 10,908.0 (1,934.0) 936.0
ORGANON & CO 7XP GZ 10,908.0 (1,934.0) 936.0
ORGANON & CO 7XP QT 10,908.0 (1,934.0) 936.0
ORGANON & CO OGN-RM RM 10,908.0 (1,934.0) 936.0
ORTHO CLINCICAL OCDX US 3,304.2 375.5 389.8
ORTHO CLINCICAL OCDXEUR EU 3,304.2 375.5 389.8
ORTHO CLINCICAL 41V TH 3,304.2 375.5 389.8
OTIS WORLDWI OTIS US 10,857.0 (3,254.0) (35.0)
OTIS WORLDWI 4PG GR 10,857.0 (3,254.0) (35.0)
OTIS WORLDWI OTISEUR EU 10,857.0 (3,254.0) (35.0)
OTIS WORLDWI 4PG GZ 10,857.0 (3,254.0) (35.0)
OTIS WORLDWI OTISEUR EZ 10,857.0 (3,254.0) (35.0)
OTIS WORLDWI OTIS* MM 10,857.0 (3,254.0) (35.0)
OTIS WORLDWI 4PG TH 10,857.0 (3,254.0) (35.0)
OTIS WORLDWI 4PG QT 10,857.0 (3,254.0) (35.0)
OTIS WORLDWI OTIS AV 10,857.0 (3,254.0) (35.0)
OTIS WORLDWI-BDR O1TI34 BZ 10,857.0 (3,254.0) (35.0)
PAPA JOHN'S INTL PP1 GZ 855.7 (141.1) (54.2)
PAPA JOHN'S INTL PZZA US 855.7 (141.1) (54.2)
PAPA JOHN'S INTL PP1 GR 855.7 (141.1) (54.2)
PAPA JOHN'S INTL PZZAEUR EU 855.7 (141.1) (54.2)
PAPA JOHN'S INTL PP1 TH 855.7 (141.1) (54.2)
PAPA JOHN'S INTL PP1 QT 855.7 (141.1) (54.2)
PARATEK PHARMACE PRTK US 179.6 (99.3) 132.5
PARATEK PHARMACE N4CN GR 179.6 (99.3) 132.5
PARATEK PHARMACE N4CN TH 179.6 (99.3) 132.5
PARATEK PHARMACE N4CN GZ 179.6 (99.3) 132.5
PARTS ID INC ID US 54.7 (11.0) (24.8)
PET VALU HOLDING PET CN 533.6 (152.2) 36.2
PHILIP MORRI-BDR PHMO34 BZ 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN 4I1 GR 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PM US 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PM1CHF EU 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PM1 TE 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN 4I1 TH 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PMI SW 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PM1EUR EU 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PMIZ EB 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PMIZ IX 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PM1CHF EZ 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PM1EUR EZ 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PM* MM 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN 4I1 QT 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN 4I1 GZ 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN 0M8V LN 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PMOR AV 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PMIZ TQ 40,686.0 (9,200.0) 2,859.0
PHILIP MORRIS IN PM-RM RM 40,686.0 (9,200.0) 2,859.0
PLANET FITNESS I P2LN34 BZ 1,899.6 (679.4) 446.2
PLANET FITNESS-A PLNT1EUR EU 1,899.6 (679.4) 446.2
PLANET FITNESS-A 3PL QT 1,899.6 (679.4) 446.2
PLANET FITNESS-A PLNT1EUR EZ 1,899.6 (679.4) 446.2
PLANET FITNESS-A PLNT US 1,899.6 (679.4) 446.2
PLANET FITNESS-A 3PL TH 1,899.6 (679.4) 446.2
PLANET FITNESS-A 3PL GR 1,899.6 (679.4) 446.2
PLANET FITNESS-A 3PL GZ 1,899.6 (679.4) 446.2
PLANTRONICS INC POLY US 2,135.1 (112.6) 207.9
PLANTRONICS INC PTM GR 2,135.1 (112.6) 207.9
PLANTRONICS INC PLTEUR EU 2,135.1 (112.6) 207.9
PLANTRONICS INC PTM GZ 2,135.1 (112.6) 207.9
PLANTRONICS INC PTM TH 2,135.1 (112.6) 207.9
PLANTRONICS INC PTM QT 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 GZ 1,434.1 35.3 324.9
QUALTRICS INT-A 5DX0 QT 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 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 RDUSEUR EZ 192.9 (227.1) 102.8
RADIUS HEALTH IN 1R8 GR 192.9 (227.1) 102.8
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 RPDEUR EU 1,240.3 (95.4) 343.6
RAPID7 INC R7D SW 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 RVL1 GR 2,418.8 (2,020.0) 269.8
REVLON INC-A REV US 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 4RH GR 3,552.3 (25.8) (9.9)
RYMAN HOSPITALIT RHP US 3,552.3 (25.8) (9.9)
RYMAN HOSPITALIT 4RH TH 3,552.3 (25.8) (9.9)
RYMAN HOSPITALIT RHPEUR EZ 3,552.3 (25.8) (9.9)
RYMAN HOSPITALIT 4RH QT 3,552.3 (25.8) (9.9)
RYMAN HOSPITALIT RHPEUR EU 3,552.3 (25.8) (9.9)
SABRE CORP 19S QT 5,608.4 (159.8) 939.4
SABRE CORP SABREUR EU 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 SBACEUR EZ 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 COMM CORP SBAC* MM 9,960.3 (4,824.6) (143.8)
SBA COMM CORP 4SB GZ 9,960.3 (4,824.6) (143.8)
SBA COMMUN - BDR S1BA34 BZ 9,960.3 (4,824.6) (143.8)
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
SCIENTIFIC GAMES TJW GZ 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 1S7 GR 180.5 (4.2) 79.5
SELECTA BIOSCIEN SELBEUR EU 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 SENS US 235.1 (312.6) 159.2
SENSEONICS HLDGS 6L6 GR 235.1 (312.6) 159.2
SENSEONICS HLDGS SENS1EUR EU 235.1 (312.6) 159.2
SENSEONICS HLDGS 6L6 TH 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 SBGI US 12,780.0 (1,362.0) 1,621.0
SINCLAIR BROAD-A SBTA GR 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 SBGIEUR EU 12,780.0 (1,362.0) 1,621.0
SINCLAIR BROAD-A SBTA GZ 12,780.0 (1,362.0) 1,621.0
SIRIUS XM HOLDIN SIRI US 11,201.0 (2,515.0) (1,808.0)
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 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)
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)
SIX FLAGS ENTERT 6FE GR 2,928.4 (617.2) (115.4)
SIX FLAGS ENTERT SIX US 2,928.4 (617.2) (115.4)
SIX FLAGS ENTERT 6FE QT 2,928.4 (617.2) (115.4)
SIX FLAGS ENTERT 6FE TH 2,928.4 (617.2) (115.4)
SIX FLAGS ENTERT SIXEUR EU 2,928.4 (617.2) (115.4)
SKYWATER TECHNOL SKYT US 318.8 95.5 63.8
SLEEP NUMBER COR SL2 GR 854.5 (403.7) (659.1)
SLEEP NUMBER COR SNBR US 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 8DT GR 867.2 (38.2) (77.3)
SQUARESPACE IN-A 8DT GZ 867.2 (38.2) (77.3)
SQUARESPACE IN-A SQSPEUR EU 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)
STAGWELL INC STGW US 1,587.2 (383.1) (137.2)
STAGWELL INC 6IY GR 1,587.2 (383.1) (137.2)
STAGWELL INC STGWEUR EU 1,587.2 (383.1) (137.2)
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 SBUX* MM 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUXUSD SW 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUX US 29,476.8 (6,794.3) 131.9
STARBUCKS CORP USSBUX KZ 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUX CI 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 SRB GZ 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUX AV 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-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 T7D QT 19,089.0 (3,132.0) 5,087.0
TRANSDIGM GROUP TDGEUR EU 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 TH 19,089.0 (3,132.0) 5,087.0
TRANSDIGM GROUP TDG* MM 19,089.0 (3,132.0) 5,087.0
TRANSPHORM INC TGAN US 14.0 (31.0) (6.1)
TRAVEL + LEISURE WD5A GR 6,639.0 (918.0) 653.0
TRAVEL + LEISURE TNL US 6,639.0 (918.0) 653.0
TRAVEL + LEISURE WD5A TH 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 0M1K LI 6,639.0 (918.0) 653.0
TRAVEL + LEISURE WD5A GZ 6,639.0 (918.0) 653.0
TRIUMPH GROUP TGI US 1,883.5 (826.2) 444.5
TRIUMPH GROUP TG7 GR 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 TUP1EUR EZ 1,194.4 (112.8) (341.6)
TUPPERWARE BRAND TUP QT 1,194.4 (112.8) (341.6)
TUPPERWARE BRAND TUP GZ 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)
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 UISCHF EU 2,376.3 (263.8) 467.3
UNISYS CORP UISEUR EZ 2,376.3 (263.8) 467.3
UNISYS CORP UISCHF EZ 2,376.3 (263.8) 467.3
UNISYS CORP USY1 GZ 2,376.3 (263.8) 467.3
UNISYS CORP USY1 QT 2,376.3 (263.8) 467.3
UNITI GROUP INC UNIT US 4,745.4 (2,133.4) -
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 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 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 VGREUR EU 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 VRSN US 1,741.4 (1,417.8) 190.7
VERISIGN INC VRS GR 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 VRSNEUR EU 1,741.4 (1,417.8) 190.7
VERISIGN INC VRS GZ 1,741.4 (1,417.8) 190.7
VERISIGN INC VRSN* MM 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
W&T OFFSHORE INC UWV TH 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 GZ 4,681.2 (1,541.9) 908.2
WAYFAIR INC- A WEUR EZ 4,681.2 (1,541.9) 908.2
WAYFAIR INC- A WEUR EU 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 1WF QT 4,681.2 (1,541.9) 908.2
WAYFAIR INC- BDR W2YF34 BZ 4,681.2 (1,541.9) 908.2
WIDEOPENWEST INC WOW1EUR EZ 2,487.3 (184.2) (129.1)
WIDEOPENWEST INC WOW US 2,487.3 (184.2) (129.1)
WIDEOPENWEST INC WU5 TH 2,487.3 (184.2) (129.1)
WIDEOPENWEST INC WU5 GR 2,487.3 (184.2) (129.1)
WIDEOPENWEST INC WU5 QT 2,487.3 (184.2) (129.1)
WIDEOPENWEST INC WOW1EUR EU 2,487.3 (184.2) (129.1)
WIDEOPENWEST INC WU5 GZ 2,487.3 (184.2) (129.1)
WINGSTOP INC WING US 234.3 (322.2) 33.1
WINGSTOP INC EWG GR 234.3 (322.2) 33.1
WINGSTOP INC WING1EUR EU 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 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 GZ 1,435.3 (537.9) 12.7
WW INTERNATIONAL WW6 TH 1,435.3 (537.9) 12.7
WYNN RESORTS LTD WYR TH 13,022.7 (353.8) 676.8
WYNN RESORTS LTD WYNN US 13,022.7 (353.8) 676.8
WYNN RESORTS LTD WYNN* MM 13,022.7 (353.8) 676.8
WYNN RESORTS LTD WYR GR 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 LTD WYNNEUR EU 13,022.7 (353.8) 676.8
WYNN RESORTS LTD WYR GZ 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 EU 2,491.2 (286.4) 303.9
YELLOW CORP YEL QT 2,491.2 (286.4) 303.9
YELLOW CORP YRCWEUR EZ 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 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 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)
YUM! BRANDS INC TGR GZ 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC YUM* MM 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 ***