/raid1/www/Hosts/bankrupt/TCR_Public/211005.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, October 5, 2021, Vol. 25, No. 277
Headlines
1 BIG RED: Seeks Approval to Hire Baker Sterchi as Special Counsel
2192 TEXAS PARKWAY: Voluntary Chapter 11 Case Summary
37 VENTURES: Seeks to Hire Impact Capital as Valuation Expert
AEMETIS INC: Inks Deal With Delta for 250M Gallons of Aviation Fuel
AFFORDABLE CONCRETE: Wins Cash Collateral Access on Final Basis
AGM GROUP: Incurs $507,825 Net Loss in H1 2021
AHERN RENTALS: Moody's Cuts CFR to Caa1 Amid Shelved Refinancing
AIKIDO PHARMA: Reschedules Annual Meeting for Nov. 3
ALGITS INCORPORATED: Creditors to Get Proceeds From Liquidation
AMERICAN SLEEP: May Use Cash Collateral Through Oct. 14
AMPLE HILLS CREAMERY: Founders Start New Ice Cream Shop
ANGEL'S SQUARE: May Use City National Bank's Cash Until Oct. 30
API GROUP: Moody's Affirms 'Ba2' CFR & Rates 1st Lien Loans 'Ba1'
APPTECH CORP: Converts or Cures Default on Majority of Debt
ARK INNOVATIONS: Gets OK to Tap Friedman Schuman as Special Counsel
ART VAN FURNITURE: Groupe Quint Buys HQ for Industrial Use
ASBURY AUTOMOTIVE: Moody's Puts Ba2 CFR Under Review for Downgrade
B & M REALTY: Bankruptcy Administrator Unable to Appoint Committee
B-LINE CARRIERS: Lender Seeks to Prohibit Cash Collateral Access
B. AVERY SALON: Taps Mendoza & Associates as Accountant
BECKER BOILER: Unsecured Creditors to Recover 9% to 13% in Plan
BLACKSTONE DEVELOPERS: Payment for Insurance, Repairs OK'd
BOY SCOUTS: Councils to Contribute Varying Amounts to Abuse Fund
BOY SCOUTS: TCC Continues to Oppose Amended Reorganization Plan
BROWN INDUSTRIES: Has Permission to Use Cash Collateral Thru Dec 3
CALIFORNIA INDEPENDENT: Gets OK to Hire Sklar Kirsh as Counsel
CAN B CORP: Unit Signs Real Estate Lease With Sunflower Bank
CARVER BANCORP: Sells $4 Million Preferred Shares to J.P. Morgan
CFS BRANDS: Moody's Affirms Caa1 CFR & Alters Outlook to Positive
CHINOS INTERMEDIATE: Moody's Alters Outlook on B3 CFR to Positive
CLINIGENCE HOLDINGS: Secures $3M Equity Investment From ApolloMed
CNC PUMA: Unsecured Creditors to Get 0% in Subchapter V Plan
CORPORATE COLOCATION: Seeks OK on Cash Deal with Landlord, SBA
CUSTOM TRUCK: To Present at Deutsche Bank's Annual Conference Today
DALTON CRANE: Files Emergency Bid to Use Cash Collateral
DC TELECOMM: Seeks to Hire Berken Cloyes as Legal Counsel
DENARDO CAPITAL: Files Amended Plan; Confirmation Hearing Oct. 14
DJM HOLDINGS: Real Estate Values Surged; Expects $8K/month Revenue
DM LAND INC: Seeks to Hire S.J. Julian & Co as Accountant
DUNBAR PLAZA: Seeks Approval to Hire Michelle Steele as Bookkeeper
ELECTRON BIDCO: Moody's Assigns B2 CFR on CVC Capital Transaction
EVERBUILDING GROUP: Seeks to Hire Lefkovitz & Lefkovitz as Counsel
FABMETALS INC: Seeks to Hire Kentner Sellers as Accountant
FIRST SUNNY: Case Summary & 5 Unsecured Creditors
FOOT LOCKER: Moody's Rates New $400MM Senior Unsecured Notes 'Ba2'
GAINCO INC: Has Cash Collateral Access Pending Final Hearing
GENTIVA HEALTH: Moody's Ups CFR to Ba2 & Alters Outlook to Stable
GOLDEN 8 MAPLE: Unsecured Creditors Will Get 94.69% of Claims
GREATER WORKS: Nov. 2 Plan & Disclosure Hearing Set
GREENKARMA LLC: Second Modified Plan Confirmed by Judge
GRUPO AEROMEXICO: Experts Return to Profitability in 2022
GULF FINANCE: Moody's Puts Caa3 CFR Under Review for Upgrade
HEALTHEQUITY INC: Moody's Assigns 'B1' Corp. Family Rating
HERMELL PRODUCTS: Has Interim Cash Collateral Access Until Dec. 1
HONEYWELL BUILDING: $17.2MM Loan Placed on Special Servicing
HOVNANIAN ENTERPRISES: Inks Land Banking Agreement With EHC
IMA FINANCIAL: Moody's Assigns B3 CFR & Rates New Secured Loans B3
INMAR INC: $150MM Term Loan Add-on No Impact on Moody's B3 CFR
INSPIREMD INC: All 4 Proposals Passed at Annual Meeting
JAKKS PACIFIC: Amends Employment Agreements With Execs
JANA LLC: U.S. Trustee Unable to Appoint Committee
JIM'S DISPOSAL: Nov. 15 Plan & Disclosure Hearing Set
JPW INDUSTRIES: Moody's Raises CFR to B3, Outlook Stable
KRATON CORP: DL Chemical Transaction No Impact on Moody's B1 CFR
LD HOLDINGS: Moody's Affirms B1 CFR & Alters Outlook to Stable
LIVE WELL MEDICAL: U.S. Trustee Unable to Appoint Committee
LOYALTY VENTURES: Moody's Gives First Time 'B1' Corp. Family Rating
LUCKY BUCKS: $50MM Loan Add-on No Impact on Moody's B2 CFR
MAPLE 888 GOLDEN: Unsecureds Will Get 93.47% of Claims in Plan
MEGIDO SERVICE: Unsecured Creditors Will Get 54.6% Dividend in Plan
MERIT DENTAL: Obtains Interim OK on Cash Collateral Use
MICHAEL JAMES DELEO: Junk of Tortious Interference Suit Recommended
MIDLAND COGENERATION: Fitch Raises $560MM Sec. Notes to 'BB+'
MKS INSTRUMENTS: S&P Downgrades ICR to 'BB', Outlook Stable
MONOTYPE IMAGING: Moody's Hikes CFR to B3 & First Lien Debt to B2
MUSCLEPHARM CORP: Amends Settlement Agreement With Nutrablend
NB LOFT VUE: Seeks to Use Fannie Mae's Cash Collateral
NCR CORP: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
NEONODE INC: Attorney in Dismissed Class Action Seeks $400K in Fees
NEW ENTERPRISE: Moody's Cuts CFR to B3 & Rates New $575MM Notes B2
NEW YORK BAKERY: Case Summary & 20 Largest Unsecured Creditors
NORTHWEST FIBER: Moody's Cuts CFR to B3 & Rates New $275MM Notes B1
NUTRIBAND INC: Receives Notice of Allowance From USPTO
OFS INTERNATIONAL: Unsec. Creditors to Recover 48% to 55% in Plan
OLMA-XXI INC: Unsecured Creditors' Recovery Hiked to 30% in Plan
P8H INC: Released Parties Agree to Make $1.4M Settlement Payment
PANIOLO CABLE: Unsecureds to Get $0 in Trustee's Liquidating Plan
PARK PLACE: Moody's Affirms B3 CFR & Alters Outlook to Stable
PERSEVERANCE GROUP: Taps Nevarez Law Firm as Bankruptcy Counsel
PHI GROUP: Delays Filing of Annual Report for FY Ended June 30
PHILIPPINE AIRLINES: Obtains Final OK on $505MM DIP Financing
PITT STOP SERVICES: Seeks to Hire Kasen & Kasen as Legal Counsel
PROJECT ACCELERATE: Moody's Hikes CFR to B3, Outlook Remains Stable
QUANTUM VALVE: Committee Wants Ch. 11 Trustee, Case Conversion
REGIONAL HOUSING: May Borrow up to $950,000 from Bondholders
REMARK HOLDINGS: To Raise $5 Million Through Private Placement
REMY'S HT RN: Unsecureds to Get 51% in 5 Years via Step-Up Payments
RESTORATION HARDWARE: Moody's Assigns First Time 'Ba2' CFR
REWALK ROBOTICS: Closes $32.5M Registered Direct Offering
REWALK ROBOTICS: Launches $32.5M Registered Direct Stock Offering
RIDGETOP AG: Amends Plan to Update Unsecured Claims Pay Details
RITE AID: Moody's Raises CFR to B3 & Alters Outlook to Stable
ROCKDALE MARCELLUS: U.S. Trustee Appoints Creditors' Committee
SAFINA N MBAZIRA: 1st Cir. Upholds "Strong Arm" Clause Ruling
SAN DIEGO TACO: Seeks OK on Pacific Premier Bank Cash Deal
SANUWAVE HEALTH: Dr. Tom Price Quits as Director
SARATOGA & NORTH CREEK: Creditors to Get Proceeds From Liquidation
SAVI TECHNOLOGY: U.S. Trustee Unable to Appoint Committee
SCIENTIFIC GAMES: Receives Required Consents to Amend Indentures
SEARS HOLDINGS: Kmart Closing Last Store in Michigan
SINTX TECHNOLOGIES: Amends Bylaws to Reduce Quorum Requirement
SOUND HOUSING: Trustee Taps Borde Law as Bankruptcy Counsel
SPRINGFIELD HOSPITAL: Leaders Plot Future After Bankruptcy Exit
ST. JOHN PENTECOSTAL: Gets OK to Hire Quintairos as Special Counsel
STANDARD INDUSTRIES: Moody's Lowers CFR to Ba3, Outlook Stable
THERMON HOLDING: Moody's Withdraws B2 CFR Following Loan Repayment
TOPBUILD CORP: Moody's Rates New Senior Unsecured Notes 'Ba2'
TOUCH OF HEAVEN: Unsecureds to Get $0; Confirmation Hearing Dec. 14
TROIKA MEDIA: Incurs $16M Net Loss in Fiscal Year Ended June 30
TWISTED OAK: Voluntary Chapter 11 Case Summary
U.S. SILICA: Appoints Sandra Rogers as Director
UA INVESTMENTS: Case Summary & 2 Unsecured Creditors
UNIMEX CORP: Plan Trustee Taps Hirschler as Conflicts Counsel
UNITI GROUP: Fitch Affirms 'B+' LongTerm IDRs, Outlook Stable
UNITI GROUP: Moody's Rates New $700MM Sr. Unsecured Notes 'Caa2'
VERTEX ENERGY: Shareholders Vote in Favor of Asset Divestiture
VFH PARENT: Moody's Affirms Ba2 CFR, Outlook Stable
VITALITY HEALTH: Updates Atrio's Claim; Confirmation Hearing Nov 12
WEI SALES: Moody's Affirms B1 CFR & Alters Outlook to Negative
WRENCH GROUP: Morris-Jenkins Deal No Impact on Moody's B3 CFR
ZEP INC: Moody's Puts 'Caa1' CFR Under Review for Upgrade
[*] Filings Declined in West Va. From January to August
[^] Large Companies with Insolvent Balance Sheet
*********
1 BIG RED: Seeks Approval to Hire Baker Sterchi as Special Counsel
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1 Big Red, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Kansas to employ Baker Sterchi Cowden and Rice, LLC
as its special counsel.
The firm will represent the Debtor as it pursues various state law
claims asserted in the Circuit Court of Jackson County, Mo.
John Watt, Esq., a member of Baker Sterchi, intends to charge the
Debtor an hourly fee of $300 for his services, an hourly fee of
$275 for the services of junior partner, Megan Stumpf-Turner, and
an hourly fee of $150 for paralegal services.
Mr. Watt disclosed in a court filing that he does not hold or
represent any interest adverse to the Debtor's estate.
The firm can be reached through:
John A. Watt, Esq.
Baker Sterchi Cowden and Rice, LLC
2400 Pershing Road, Suite 500
Kansas City, MO 64108-2533
Tel: 816-471-2121
Fax: 816-472-0288
Email: watt@bscr-law.com
About 1 Big Red LLC
1 Big Red, LLC, a Kansas City, Mo.-based company engaged in
activities related to real estate, filed a petition for Chapter 11
protection (Bankr. D. Kan. Case No. 21-20044) on Jan. 15, 2021,
listing total assets at $2.5 million and $3,094,099 in liabilities.
Judge Robert D. Berger oversees the case.
The Debtor tapped Colin Gotham, Esq., at Evans & Mullinix, P.A., as
bankruptcy counsel and Baker Sterchi Cowden and Rice, LLC as
special counsel.
2192 TEXAS PARKWAY: Voluntary Chapter 11 Case Summary
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Debtor: 2192 Texas Parkway Partners LLC
2700 Central Park Ave
Yonkers, NY 10710-1127
Case No.: 21-22563
Business Description: 2192 Texas Parkway Partners LLC owns a
commerical shopping center containing
17 retail stores in the Houston metropolitan
area, located at 2192 Texas Parkway,
Missouri City, Texas.
Chapter 11 Petition Date: October 4, 2021
Court: United States Bankruptcy Court
Southern District of New York
Debtor's Counsel: Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway 22nd Floor
New York, NY 10036
Tel: (212) 221-5700
Email: knash@gwfglaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by FIA Capital Partners by David
Goldwasser, manager and restructuring officer.
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/45DGWVQ/2192_Texas_Parkway_Partners_LLC__nysbke-21-22563__0001.0.pdf?mcid=tGE4TAMA
37 VENTURES: Seeks to Hire Impact Capital as Valuation Expert
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37 Ventures, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ Los Angeles-based
valuation expert, Impact Capital Group.
The firm's services include:
a. analyses and consulting services relating to the fair
market value of the Debtor's interests in various portfolio
companies;
b. analyses and consulting services relating to the fair
market value of the interests held by Yuri Pikover, the Debtor's
managing director, in Caldera Medical, Inc.; and
b. provision of evidence (in the form of declarations, oral
testimony, or otherwise) in connection with the Debtor's plan
confirmation proceedings, bankruptcy litigation, or disputes over
the valuation of the entities.
Impact will charge a fixed fee of $35,700 for the valuation
services. For other services, the firm will be paid at hourly
rates as follows:
Wayne Platt, Managing Director $525 per hour
Other professional $250 per hour
As disclosed in court filings, Impact is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Wayne H. Platt
Impact Capital Group
1999 Avenue of the Stars, Suite 1100
Los Angeles, CA 90067
Phone: 424-222-5333
Email: wplatt@impactcapitalgroup.com
About 37 Ventures
37 Ventures, LLC, a company based in Thousand Oaks, Calif., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 21-10261) on March 18, 2021. Its affiliate, Larada
Sciences, Inc., a Utah-based company that owns and operates clinics
dedicated to head lice prevention and treatment, filed a Chapter 11
petition (Bankr. C.D. Calif. Case No. 21-10269) on March 19, 2021.
The cases are jointly administered under Case No. 21-10261. Judge
Deborah J. Saltzman oversees the cases.
In their petitions, 37 Ventures and Larada Sciences disclosed
assets of between $1 million and $10 million and liabilities of
between $10 million and $50 million.
Levene Neale Bender Yoo & Brill, LLP serves as 37 Ventures' legal
counsel. Larada Sciences tapped Cohne Kinghorn, PC as bankruptcy
counsel, Zolkin Talerico LLP as local counsel, and Rocky Mountain
Advisory, LLC as financial advisor.
AEMETIS INC: Inks Deal With Delta for 250M Gallons of Aviation Fuel
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Aemetis, Inc. announced that an offtake agreement has been signed
with Delta Air Lines for 250 million gallons of blended fuel
containing sustainable aviation fuel (SAF) to be delivered over the
10 year term of the agreement. The aggregate value of the
agreement is estimated to be more than $1 billion, including LCFS,
RFS, 45Q and tax credits.
Sustainable aviation fuel provides significant environmental
benefits compared to petroleum jet fuel, including a lower
lifecycle carbon footprint. Delta's agreement with Aemetis builds
on Delta's current effort for a future of net zero aviation, which
includes committing to airline carbon-neutrality from March 2020
onward, aspiring to replace 10 percent of its conventional jet fuel
consumption with sustainable aviation fuel by the end of 2030 and
committing to set science-based targets aligned with the Paris
Agreement.
The sustainable aviation fuel is expected to be produced by the
Aemetis renewable jet/diesel plant under development on a 125 acre
former U.S. Army Ammunition production plant site in Riverbank,
California. The blended sustainable aviation fuel is expected to
be available for use by Delta starting in 2024.
"When Delta committed to being carbon neutral, we also committed to
continued investment and collaboration with others in the
industry," said Amelia DeLuca, Delta's managing director of
sustainability. "This supply agreement is an important step toward
the expansion of SAF, which is not only important in helping us
achieve our net-zero aviation goals, but also in supporting our
customers to achieve their own sustainability goals."
"The 90 million gallon per year Aemetis Carbon Zero sustainable
aviation fuel and renewable diesel plant under development in two
phases in Riverbank, California is designed to produce below zero
carbon intensity renewable fuels by utilizing cellulosic hydrogen
from waste forest and orchard wood along with onsite CO2 carbon
sequestration capacity," said Eric McAfee, Chairman and CEO of
Aemetis.
Powered by 100% renewable electricity, the Aemetis Carbon Zero
plant design utilizes cellulosic hydrogen made from carbon negative
waste wood. The below zero carbon intensity, cellulosic hydrogen
then is used to hydrotreat vegetable or other renewable oils to
produce aviation and diesel fuel. The process technology is
licensed from Axens (France), a global technology provider to the
oil and chemical industries.
To further reduce carbon intensity, the Aemetis Carbon Zero
production process includes injecting CO2 from the production plant
into a sequestration well at the Riverbank plant site to
permanently capture an estimated 200,000 metric tonnes per year of
CO2.
About Aemetis
Headquartered in Cupertino, California, Aemetis --
http://www.aemetis.com-- is an international renewable natural
gas, renewable fuels and byproducts company focused on the
acquisition, development and commercialization of innovative
technologies that replace traditional petroleum-based products.
The Company operates in two reportable geographic segments: "North
America" and "India."
Aemetis reported a net loss of $36.66 million for the year ended
Dec. 31, 2020, compared to a net loss of $39.48 million for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$143.29 million in total assets, $62.90 million in total current
liabilities, $204.41 million in total long-term liabilities, and a
total stockholders' deficit of $124.02 million.
AFFORDABLE CONCRETE: Wins Cash Collateral Access on Final Basis
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The U.S. Bankruptcy Court for the District of Colorado has granted,
on a final basis, Affordable Concrete, LLC's motion to use cash
collateral in which Secured Creditors, U.S. Small Business, the
Internal Revenue Service, and any other party have an interest.
Pre-Petition, the Debtor entered into an Amended Loan Authorization
and Agreement, Promissory Note, and Security Agreement with the
U.S. Small Business Administration for a secured disaster loan in
the original principal balance of $150,000. The Debtor's loan from
the SBA was later increased to $500,000 in accordance with the
Amended Loan Authorization and Agreement, Promissory Note, and
Security Agreement, pursuant to which the SBA further received a
secured interest in substantially all assets of the Debtor.
Pre-Petition, the Debtor also entered into certain contracts for
which Argonaut Insurance Company executed surety bonds on behalf of
Debtor as principal. Argo asserts equitable subrogation rights in
the proceeds of the Argo Bonded Contracts, and further asserts such
rights are senior to the interest of any other party in the
proceeds of such contracts. Argo further asserts all other rights
in the proceeds of the Bonded Contracts as may be conferred by its
indemnity agreement with the Debtor, financing statements, or other
security agreements.
The Debtor has been granted interim authority to use cash
collateral through the date of the final hearing on the Motion. The
Debtor asserts that without the authority to use cash collateral
beyond such date, the Debtor would have no ability to maintain
day-to-day business operations.
As adequate protection, the Debtor will provide its Secured
Creditor with a postpetition lien on all postpetition inventory and
operating income to the extent the use of cash results in decrease
in value of the Secured Creditors' interest in the collateral.
The Debtor will direct all payments from Argo Bonded Contracts to
be made through Syrberus, Inc., as disbursing agent in consultation
with Argo, and will continue to report the receipt and disbursement
of any funds processed by Syrberus on its Monthly Operating
Reports.
The Debtor's use of cash collateral shall continue until the
earlier of: 1) December 31, 2021; 2) conversion of the Debtor's
case to a case under Chapter 7 of the Bankruptcy Code; 3)
appointment of an examiner or Chapter 11 Trustee; or 4) as
otherwise ordered by the Court.
The Final Hearing on the Debtor's Motion for Authority to Use Cash
Collateral set for 9:30 a.m. on October 4, 2021, is vacated.
A copy of the order and the Debtor's budget is available for free
at https://bit.ly/3owgHGq from PacerMonitor.com.
The cash collateral budget provided for these total weekly cash
disbursements:
$179,958 for the week ending September 11, 2021;
$166,141 for the week ending September 18, 2021;
$161,355 for the week ending September 25, 2021;
$175,685 for the week ending October 2, 2021; and
About Affordable Concrete
Affordable Concrete, LLC is a full-service general construction
company in Commerce City, Colo., with specialties in concrete,
commercial and office renovations, asphalt, civil, and demolition
services.
Affordable Concrete sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 21-14587) on Sept. 2,
2021, listing as much as $10 million in both assets and
liabilities. Roger Bartlett, as owner and president, signed the
petition.
Judge Kimberley H. Tyson oversees the case.
The Debtor tapped Kutner Brinen Dickey Riley, P.C. as legal
counsel.
AGM GROUP: Incurs $507,825 Net Loss in H1 2021
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AGM Group Holdings, Inc. reported a net loss of $507,825 on zero
revenues for the six months ended June 30, 2021, compared to a net
loss of $659,042 on $8,449 of total revenues for the six months
ended June 30, 2020.
As of June 30, 2021, the Company had $5.98 million in total assets,
$2.88 million in total liabilities, and $3.09 million in total
shareholders' equity.
AGM stated that, "Our current operating results indicate that
substantial doubt exists related to the Company's ability to
continue as a going concern. Management's plans include attempting
to improve its business profitability, its ability to generate
sufficient cash flow from its operations to meet its operating
needs on a timely basis, obtain additional working capital funds
through debt and equity financings, and restructure on-going
operations to eliminate inefficiencies to raise cash balance in
order to meet its anticipated cash requirements for the next twelve
months from the date of this report. However, we cannot predict,
with certainty, the outcome of our actions to generate liquidity,
including the availability of additional debt financing, or whether
such actions would generate the expected liquidity as currently
planned."
A full-text copy of the Form 6-K as filed with the Securities and
Exchange Commission is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1705402/000121390021050614/ea147177ex99-2_agmgrouphold.htm
About AGM Group Holdings
Headquartered in Wanchai, Hong Kong, AGM Group Holdings Inc. is a
software company, currently providing fintech software and trading
education software and website service.
AGM Group reported a net loss of $1.07 million for the year ended
Dec. 31, 2020, a net loss of $1.56 million for the year ended Dec.
31, 2019, and a net loss of $8.41 million for the year ended Dec.
31, 2018.
Flushing, New York-based JLKZ CPA LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 22, 2021, citing that the Company has incurred substantial
losses during the year, which raises substantial doubt about its
ability to continue as a going concern.
AHERN RENTALS: Moody's Cuts CFR to Caa1 Amid Shelved Refinancing
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Moody's Investors Service downgraded Ahern Rentals Inc.'s ratings,
including its corporate family rating to Caa1 from B3 and
probability of default rating to Caa1-PD from B3-PD. Moody's also
affirmed the Caa2 rating on Ahern's existing $550 million senior
secured second lien notes due 2023. The rating on Ahern's proposed
$550 million senior secured second lien notes due 2026 will be
withdrawn. The outlook is negative.
The rating action follows Ahern's announcement that the company
will not be attempting to refinance its outstanding $550 million
7.375% senior secured second lien notes due 2023 until after the
end of 2021 due to market conditions.
"Although Ahern's topline and utilization rates are trending
favorably, the company's liquidity is very weak, and improvement is
highly dependent on both a reduction in ABL reliance and the
successful refinancing of its notes," said Brian Silver, Moody's
Vice President-Senior Analyst.
Downgrades:
Issuer: Ahern Rentals Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Affirmations:
Issuer: Ahern Rentals Inc.
Senior Secured Regular Bond/Debenture, Affirmed Caa2 (LGD5)
Withdrawals:
Issuer: Ahern Rentals Inc.
Senior Secured Regular Bond/Debenture, Withdrawn, previously rated
Caa1 (LGD5)
Outlook Actions:
Issuer: Ahern Rentals Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The downgrade of Ahern's ratings largely reflects the company's
very weak liquidity following the termination of the company's
planned refinancing transaction. As part of the shelved
transaction, cash was to be placed into Ahern affiliated companies
by majority owner and CEO Don Ahern, which Moody's in turn
anticipated the company would use to reduce ABL borrowings by
approximately $42 million.
Now that the transaction has been terminated the company has ABL
availability of approximately $11.5 million at June 30, 2021 before
springing ABL covenants would be tested. Should this availability
be fully utilized, Ahern would not be in compliance with its fixed
charge coverage and first lien leverage ratio covenants. However,
Moody's expects Ahern's operating performance will continue to
strengthen as it has over the last few quarters, and for ABL
reliance to gradually decline. As a result, Moody's does not expect
the springing covenants to be tested over the next 12-18 months.
Ahern has high debt-to-LTM EBITDA of about 5.4 times at June 30,
2021. The company also has exposure to cyclical end market demand
for equipment as well as the asset intensive nature of the
equipment rental industry. Ahern also has regional revenue
concentration with roughly 44% of its revenue coming from
California, Nevada, and Texas. However, Ahern benefits from its
growing footprint in the US equipment rental market, now spanning
33 states on the heels of the company's accelerated geographic
expansion efforts. The company has opened 28 new branches from
January 2020 to August 2021.
Ownership of the company by the CEO, Don Ahern, presents some
governance challenges. In addition, although it has been an ongoing
element of Ahern's operating and financial structure for the last
20 years or more, the company's transactions with commonly
controlled affiliates, including both manufacturing and
non-manufacturing relationships, represent a governance risk. Ahern
provides secured and unsecured loans, letters of credit, and lines
of credit to certain of its affiliates. In addition, Ahern enters
into transactions with affiliates to supplement its rental fleet
(i.e. re-rent), lease its rental branches, ensure competitive
logistics pricing, and maintain dealership access to original OEM
parts and equipment. At June 30, 2020, Ahern had approximately
$117.3 million due from commonly-controlled affiliates.
The negative outlook reflects Moody's expectation that the
company's liquidity will remain weak until either ABL availability
is materially increased or its notes are refinanced.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the company does not refinance
the second lien notes due May 2023 prior to becoming current, or if
reliance on the ABL increases and the company triggers a springing
financial covenant. Also, if the company makes increased loans to
commonly controlled affiliates, the ratings could be downgraded.
Finally, if Ahern purchases its debt at a significant discount to
face value in the open market, thereby executing a distressed
exchange, Moody's would deem this a default and downgrade the
ratings.
The ratings could be upgraded if the company successfully
refinances the second lien notes. In addition, Moody's would expect
the company to strengthen its liquidity such that it increases ABL
availability and significantly reduces the likelihood of breaching
a financial covenant.
The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in April 2017.
Ahern Rentals Inc., (Ahern) headquartered in Las Vegas, NV, is an
equipment rental company with a network of 117 branches across 33
states, as well as a small international presence accounting for
roughly 6% of total revenue. The company generates approximately
70-75% of its rental revenue from the largest portion of its rental
fleet, high reach equipment, which consists of boom lifts,
forklifts, and scissor lifts. Ahern's majority shareholder is the
company's Chairman and Chief Executive Officer, Don Ahern. Ahern
reported revenue of approximately $848 million for the twelve
months ended June 30, 2021.
AIKIDO PHARMA: Reschedules Annual Meeting for Nov. 3
----------------------------------------------------
AIkido Pharma Inc. has determined that it will be unable to convene
its scheduled annual meeting of stockholders today because it will
not receive a sufficient number of votes to form a quorum (50% of
outstanding shares) to take action under Delaware law and the
company's bylaws.
The annual meeting has been rescheduled for 12:00 p.m. Eastern
Standard Time on Nov. 3, 2021 in order to provide additional time
to obtain the votes required to reach a quorum. The company has
received votes from approximately 34% of the shares outstanding on
the Aug. 17, 2021 record date and needs only an additional
approximately 17% to convene the meeting.
The annual meeting can be attended by stockholders using the same
access information set forth in the Definitive Proxy Statement
filed with the Securities and Exchange Commission on Aug. 26,
2021.
About AIkido Pharma
Headquartered in New York, NY, AIkido Pharma Inc. fka Spherix
Incorporated -- http://www.spherix.com-- was initially formed in
1967 and is currently a biotechnology company seeking to develop
small-molecule anti-cancer therapeutics. The Company's activities
generally include the acquisition and development of technology
through internal or external research and development. In
addition, the Company seeks to acquire existing rights to
intellectual property through the acquisition of already issued
patents and pending patent applications, both in the United States
and abroad. The Company may alone, or in conjunction with others,
develop products and processes associated with technology
development. Recently, the Company has invested in and helped
develop technology with Hoth Therapeutics, Inc., DatChat, Inc. and
with its recent asset acquisition with CBM BioPharma, Inc. in
December 2019.
AIkido Pharma reported a net loss of $12.34 million for the year
ended Dec. 31, 2020, compared to a net loss of $4.18 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$104.13 million in total assets, $1.05 million in total
liabilities, and $103.08 million in total stockholders' equity.
ALGITS INCORPORATED: Creditors to Get Proceeds From Liquidation
---------------------------------------------------------------
Algits Incorporated, d/b/a NinjaBe, filed with the U.S. Bankruptcy
Court for the District of Maryland a Chapter 11 under Subchapter V
Plan dated Sept. 30, 2021.
The Debtor operates a Ninja warrior style experience for all ages.
The Debtor offers programs for all ages and abilities. The Debtor
offers the experience for a one time fee (per visit) and also
offers memberships billed on a monthly basis.
The Debtor started the business in 2017. From its opening in 2017
through March 2020 (pre-COVID) the Debtor was able to pay its bills
and obligations as and when they came due. After the State of
Maryland shutdown due to COVID, the Debtor fell into default with
the Landlord and other vendors/leasing companies/banks due to lack
of revenue. The Debtor has reopened in May 2021 and has seen its
revenues approve month over month.
During the term of this Plan, the Debtor will liquidate its assets
for distribution to secured creditors and administrative creditors
of the Debtor. The Debtor has filed a Motion for Approval to Sell
the Assets free and clear of liens by Public Auction, a Motion for
Approval of Employment of an Auctioneer and a Motion to Establish a
Bar Date for Administrative Claims necessary for the performance of
this plan.
The term of this Plan begins on the date of confirmation of this
Plan and ends after disbursement of the accounts of the debtor, and
net proceeds from the sale of the assets to the appropriate
parties, including the disbursement to allowed administrative
claims to the appropriate parties from the net proceeds from the
sale of the business assets.
The Plan provides for the payment of secured, administrative, and
priority claims in accordance with the Bankruptcy Code.
The value of the property to be distributed under the Plan during
the term of the Plan is the accounts held by the Debtor (subject to
the perfected security interest of EagleBank) and net proceeds from
the sale (subject to the perfected purchase money security
interests and perfected security interest held by blanket
lienholders). It is likely that some administrative and secured
creditors and all unsecured creditors holding allowed claims will
be impaired and most will not receive any distribution.
Funds received by the Trustee or otherwise included in this Plan
but not specifically disbursed to a secured creditor under this
Plan, shall be used to pay the following claims in the priority
indicated:
* Except as provided in § 1191(e) of the Bankruptcy Code, all
claims entitled to priority under § 507 of the Bankruptcy Code
shall be paid in accordance with § 1129(a)(9) of the Bankruptcy
Code.
* Pursuant to § 1191(e) of the Bankruptcy Code, the payment
of claims entitled to priority under § 507(a)(2) and § 507(a)(3)
of the Bankruptcy Code shall be paid under the Plan.
* All secured claims shall be paid in accordance with §
1129(b)(2)(A),§ 1191(b), and § 1191(c) of the Bankruptcy Code.
* After payment of the foregoing claims, sums received by the
Trustee shall be paid, on a pro-rata basis, to allowed general
unsecured claims.
* In accordance with § 1191 of the Bankruptcy Code and the
terms of this Plan, the Debtor's equity security holders shall
retain their interests in the Debtor.
The Debtor is asking for the Court for approval to employ an
auctioneer to conduct a sale of the assets, which will liquidate
the Debtor. No other funds besides the net proceeds from the sale
of the assets and accounts held by EagleBank are available to fund
the Plan.
Except as provided in this Plan or the order confirming this Plan,
all of the property of the estate, pursuant to §§ 1141(b) and
1141(c) of the Bankruptcy Code, vests in the Debtor as of the
Effective Date free and clear of any claim or interest of any
creditor provided for by this Plan.
A full-text copy of the Subchapter V Plan dated September 30, 2021,
is available at https://bit.ly/2WDYNpz from PacerMonitor.com at no
charge.
The Debtor's Counsel:
Robert L Kline, III, Esq.
KLINE LAW GROUP LLC
5 Public Square Suite 200
Hagerstown, MD 21740
Tel: (240) 347-4944
Email: klinelawgroupllc@gmail.com
About Algits Incorporated
Algits Incorporated, a company that operates an amusement and
recreational facility in Columbia, Md., filed a Chapter 11 petition
(Bankr. D. Md. Case No. 21-13888) on June 11, 2021. In the
petition signed by Dawn Alexander, president, the Debtor disclosed
total assets of up to $50,000 and total liabilities of up to $10
million. Kline Law Group LLC is the Debtor's legal counsel.
AMERICAN SLEEP: May Use Cash Collateral Through Oct. 14
-------------------------------------------------------
Judge Charles M. Walker of the U.S. Bankruptcy Court for the Middle
District of Tennessee authorized American Sleep Medicine, LLC to
use cash collateral, on an interim basis, from October 1 to 11:59
p.m. on October 14 to pay for expenses incurred in the ordinary
course of the Debtor's business based on the budget. The budget
provided for $334,746 in expenses. The Court granted the
authorization pursuant to the stipulation the Debtor reached with
lender ServisFirst Bank.
The Lender is granted a first priority replacement lien and
security interest on all assets of the Debtor, to secure any
diminution in the value of interest in its collateral. To the
extent the liens and security interests granted prove insufficient,
the Lender is granted an administrative priority claim pursuant to
Section 507(b) of the Bankruptcy Code to secure any such diminution
in value.
As additional adequate protection, the Lender is entitled to
payment of postpetition interest on all amounts owed it, as well as
the related fees, costs, or charges, including attorney's fees, the
Lender incurred, though Debtor appears unable to pay such interest,
fees, costs and charges at this time. The timing of payment of the
allowed administrative expense will be addressed by subsequent
order.
A copy of the second interim order is available for free at
https://bit.ly/3FdbUiH from PacerMonitor.com.
The final hearing on the Cash Collateral Motion is continued to
October 14, 2021, at 11 a.m., via Zoom.
Counsel for ServisFirst Bank, lender:
Austin L. McMullen, Esq.
Bradley Arant Boult Cummings LLP
1600 Division Street, Suite 700
Nashville, TN 37203
Telephone: (615) 252-2307
Email: amcmullen@bradley.com
About American Sleep Medicine LLC
American Sleep Medicine, LLC filed a petition for Chapter 11
protection (Bankr. M.D. Tenn. Case No. 21-02741) on Sept. 8, 2021,
listing up to $50,000 in assets and up to $500,000 in liabilities.
Jerry Lauch, president of American Sleep Medicine, signed the
petition. Judge Charles M. Walker oversees the case. Steven L.
Lefkovitz, Esq., at Lefkovitz and Lefkovitz is the Debtor's legal
counsel.
AMPLE HILLS CREAMERY: Founders Start New Ice Cream Shop
-------------------------------------------------------
Robb Mandelbaum of Bloomberg Businessweek reports that a year after
selling and exiting their Ample Hills Creamery, Brian Smith and
Jackie Cuscuna decided to give another ice cream shop a go
neighborhood.
When Brian Smith and Jackie Cuscuna opened their first Ample Hills
Creamery in Brooklyn in 2011, they sold out of ice cream in four
days. Ample Hills flavors mix in peppermint patties, cakes and
cookies and more -- it's almost a pure expression of childhood id.
The company grew slowly at first, but then Bob Iger, then chief
executive officer of The Walt Disney Company, ordered some pints
and fell in love. He shared the ice cream with friends; enthralled
celebrity endorsements soon followed, as did the prospect of
mass-distributed Disney-themed ice creams and scoop shops,
including at Walt Disney World. That required an ice cream factory
and money. By 2018, Ample Hills had brought in $17 million in
equity financing.
The possibilities quickly overwhelmed the small company. Smith and
Cuscuna had little business or technical expertise to guide them
and no sense of how much money they were spending — until it was
about to run out. Ample Hills filed for bankruptcy in March 2020,
the day before Covid-19 shut New York City down. Eventually, the
company sold for just $1 million to a West Coast precision
machinery manufacturer. Smith and Cuscuna concluded that their
future lay elsewhere.
So the couple did the only thing they could do: they started
another ice cream parlor, a few blocks away from the original Ample
Hills. The Social opened on July 25 with a distinct Seventies
vibe. Smith sat down in The Social's party room one August
afternoon to talk about the experience, which included a turn
through personal bankruptcy to get free of the guarantee on a $3.5
million company loan. "People like second chances," he said, "but
there aren't a lot of stories about third chances."
About Ample Hills Holdings
Ample Hills Holdings, Inc. -- https://www.amplehills.com/ -- is a
Brooklyn-based producer, distributor, and retailer of ice cream and
related merchandise. Ample Hills was founded in 2010-2011 by
husband and wife team Brian Smith and Jackie Cuscana out of a
push-cart, and later a small brick and mortar storefront. It grew
to a chain of 10 retail stores and kiosks, which are primarily
located in the metropolitan New York area, and a factory in the Red
Hook neighborhood of Brooklyn. Ample Hills has been called "New
York's best ice cream' and is often viewed as a Brooklyn
destination following their wild success.
On March 15, 2020, Ample Hills Holdings and its affiliates sought
Chapter 11 protection (Bankr. E.D.N.Y. Case No. 20-41559). In the
petition signed by Phillip Brian David Smith, CEO, Ample Hills
Holdings was estimated to have $1 million to $10 million in assets
and $10 million to $50 million in liabilities.
The Hon. Nancy Hershey Lord is the case judge.
The Debtors tapped Herrick Feinstein, LLP as legal counsel, and SSG
Capital Advisors, LLC, as investment banker. Bankruptcy Management
Solutions, Inc., doing business as Stretto, is the claims agent.
The U.S. Trustee for Region 2 appointed a committee of unsecured
creditors on April 16, 2020. The committee is represented by
Porzio, Bromberg & Newman, P.C.
ANGEL'S SQUARE: May Use City National Bank's Cash Until Oct. 30
---------------------------------------------------------------
Judge Peter D. Russin of the U.S. Bankruptcy Court for the Southern
District of Florida authorized Angel's Square, Inc., following a
stipulation reached between the Debtor and its Lender, City
National Bank of Florida, to use the Lender's cash collateral,
pursuant to a budget, until the earliest to occur of October 30,
2021, or any of the following termination event:
* five business days following the Debtor's receipt from Lender
of a written notice of default, which default remains uncured
during such five business day period and the Debtor has not raised
any dispute that it is in default;
* entry of a Court order finding the Debtor to be in default of
the Interim Order;
* the effective date of any plan confirmed in the Debtor's
case;
* the entry of an order dismissing the Debtor's Chapter 11 case
or converting the Chapter 11 case to a Chapter 7 case, or
appointing a Chapter 11 trustee or examiner or other responsible
person in the Chapter 11 case; if filed by the Debtor, termination
will occur upon the filing of the motion;
* the entry of an order granting relief from the automatic stay
for any purpose in respect of any of the Collateral; or
* the entry of an order modifying or supplementing the current
Interim Order.
The budget provided for $9,822 in total monthly expenses.
As adequate protection for the Debtor's use of the cash collateral,
the Debtor grants to the Lender a replacement lien on and security
interest in all of the Debtor's postpetition assets, but solely to
the same extent, priority, kind and nature, as the collateral
securing the prepetition obligations to the Lender.
The Debtor shall also pay $7,229 and hand deliver a check to the
Lender on the first of each month as adequate protection payments.
Moreover, the Debtor agreed that the Lender shall continue to hold
the sum of $32,413 in the reserved account, provided, however, that
the Lender may agree to release some or all of the monies in the
Reserved Account to pay real property taxes to Broward County
Property Appraiser in connection with a Plan of Reorganization.
As of the Petition Date, the Debtor owes the Lender $1,071,479
pursuant to a prepetition Loan Agreement, secured by a first lien
on the Debtor's commercial strip mall located in Ft. Lauderdale,
Florida, as well as on the Debtor's personal property. The Lender
holds, pursuant to the Loan Agreement, certain monies in escrow for
$32,413 for the closing proceeds to which the Lender asserts a
security interest.
The Lender previously asked the Court to prohibit the Debtor's
access to the cash collateral, and has sought from the Debtor an
accounting and segregation of said cash collateral.
A copy of the second interim order is available for free at
https://bit.ly/3mmgBOC from PacerMonitor.com.
The Court will conduct a final hearing on the Motion on October 28,
2021 at 2 p.m. (Eastern Time) via Zoom Video Conference.
Counsel for City National Bank of Florida:
Mariaelena Gayo-Guitian, Esq.
Genovese Joblove & Battista, PA
100 SE 2nd Street, Suite 4400
Miami, FL 33131
Telephone: (305) 349-2300
Facsimile: (305) 349-2310
Email: 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. Genovese Joblove & Battista, PA represents City National
Bank of Florida, secured creditor.
API GROUP: Moody's Affirms 'Ba2' CFR & Rates 1st Lien Loans 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service affirmed APi Group DE, Inc.'s Ba2
Corporate Family Rating and Ba2-PD Probability of Default rating.
Moody's also assigned Ba1 ratings to APi's proposed new credit
facilities, which consist of (i) $1,100 million 1st lien senior
secured term loan maturing in 2028 and (ii) a $500 million 1st lien
revolving credit facility expiring in October 2026. In addition,
Moody's assigned a B1 rating to APi's proposed $300 million senior
unsecured notes due 2029. All other ratings are affirmed and APi's
SGL-1 Speculative Grade Liquidity rating remains unchanged. Moody's
also revised the outlook to stable from negative. The change in
outlook reflects Moody's expectation that APi will successfully
complete the Chubb acquisition and use cash to reduce leverage.
The proceeds from the proposed financing will be used to fund APi's
$3.1 billion acquisition of the Chubb Fire & Security Business
(Chubb) from Carrier Global Corporation (Baa3 stable). Pro forma
for the proposed financing and the Chubb acquisition, Moody's
projects APi's debt leverage at year-end 2022 will be 4.0x
(inclusive of Moody's Adjustments).
"Despite a temporary increase in total debt-to-EBITDA, we believe
APi's management team will materially reduce leverage within 12 to
15 months of the close of the acquisition. This is supported by our
assumption that APi will grow revenue organically, successfully
integrate Chubb, generate higher earnings and use available cash to
repay outstanding debt." said Emile El Nems, a Moody's VP-Senior
Credit Officer.
Affirmations:
Issuer: APi Group DE, Inc.
Corporate Family Rating, Affirmed Ba2
Probability of Default Rating, Affirmed Ba2-PD
Gtd. Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD3)
Gtd. Senior Unsecured Notes, Affirmed B1 (LGD5)
Assignments:
Issuer: APi Group DE, Inc.
Gtd. Senior Secured 1st Lien Revolving Credit Facility, Assigned
Ba1 (LGD3)
Gtd. Senior Secured 1st Lien Term Loan, Assigned Ba1 (LGD3)
Gtd. Senior Unsecured Notes, Assigned B1 (LGD5)
Outlook Actions:
Issuer: APi Group DE, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
APi's Ba2 Corporate Family Rating (CFR) reflects the company's
position as a market leading business service provider of safety,
specialty, and industrial services across North America, Europe and
soon APAC, post completion of the Chubb acquisition. In addition,
APi's credit rating is supported by very good liquidity, with no
significant debt maturities until 2026, and commitment to a
disciplined approach to balance sheet management. At the same time,
the rating takes into consideration the company's exposure to
cyclical end markets and the competitive nature of the construction
business.
APi's SGL-1 Speculative-Grade Liquidity Rating reflects Moody's
expectation of very good liquidity over the next 12-18 months. The
company's very good liquidity is supported by (i) $1.1 billion in
cash (which reflects API's $460 million in common stock issuance on
September 17, 2021) and (ii) a $500 million 1st lien revolving
credit facility expiring October 2026. The 1st lien revolving
credit facility has a springing covenant of 1st lien secured
debt-to-EBITDA, which gets triggered if over 30% of the revolver is
drawn. The 1st lien net leverage covenant is 4.0x. Beginning in
2022 and thereafter, it steps down to 3.75x.
The Ba1 ratings on the company's proposed $1,100 million 1st lien
senior secured credit facility and $500 million 1st lien revolving
credit facility are one notch above APi's CFR, reflecting their
priority position to the senior unsecured notes and the collateral
securing the 1st lien senior secured facilities. The B1 rating
assigned to APi's proposed $300 million senior unsecured notes is
two notches below the CFR and results from the notes position as
the most junior debt in APi's capital structure.
The proposed senior secured term loan is expected to contain
similar covenants as the existing credit facility. Notable terms
include the ability to incur incremental indebtedness so long as
(i) the first lien net leverage ratio does not exceed 3.25x for 1st
lien secured pari passu indebtedness, (ii) 3.50x secured net
leverage ratio for secured debt on a junior basis to the 1st lien,
and (iii) 2.0x interest coverage ratio or 3.75x total net leverage
ratio for unsecured debt. In addition, the greater of (i) $375
million and (ii) 100% LTM EBITDA may be incurred.
The stable outlook reflects Moody's expectations that APi will grow
revenue organically, improve profitability and generate significant
free cash flow that can be used to reduce leverage. This is largely
driven by Moody's views that the US economy will improve and US
construction industry will remain stable.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if APi maintains strong free cash
flow and very good liquidity; adjusted debt to EBTIDA (inclusive of
Moody's adjustments) is sustained below 3.0x; adjusted EBITA to
interest expense is sustained above 6.0x; and retained cash flow to
net debt is above 25%.
The ratings could be downgraded if there is a deterioration in the
company's operating performance and liquidity; adjusted debt to
EBITDA is sustained above 4.0x; adjusted EBITA to interest expense
is sustained below 4.5x; and retained cash flow to net debt is
below 15%.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in New Brighton, MN, APi Group Corporation is a
publicly traded company on the NYSE with the ticker symbol [APG].
As measured by revenue, APi Group Corporation is the largest
provider of commercial life safety solutions and a top five
specialty contractor servicing the industrial and commercial end
markets in the US with a broad customer base and a diversified
revenue stream.
APPTECH CORP: Converts or Cures Default on Majority of Debt
-----------------------------------------------------------
AppTech Corp. ("AppTech"), a fintech company, on Oct. 4 disclosed
that the Company converted or cured the default on vast majority of
its previously defaulted debt. To aid in its endeavor of listing on
a national exchange to further enhance its financial stability,
AppTech negotiated with debt holders to restructure their debt. The
negotiations were well received by the debt holders permitting the
Company to significantly improve its financial position.
The debt holders were given the opportunity to either convert
AppTech's outstanding debt into shares of common stock at a slight
discount from fair market value or forbear all payments and
interest for a period of one year in exchange for a one-time equity
bonus. To date, through these actions, AppTech removed the default
on over $3M in debt. This includes more than $1M being converted.
AppTech will continue seeking to improve its financial condition as
it progresses towards its goals of an effective public offering,
listing to a national exchange and launching its comprehensive
financial services platform.
About AppTech
AppTech Corp. (OTC: APCX) -- http://www.apptechcorp.com-- is a
financial technology company utilizing innovative payment
processing and digital banking technologies to complement our core
merchant services capabilities. Its patented and proprietary
software will provide progressive and adaptable products that are
available through a suite of synergistic offerings directly to
merchants, banking institutions and business enterprises.
ARK INNOVATIONS: Gets OK to Tap Friedman Schuman as Special Counsel
-------------------------------------------------------------------
ARK Innovations Limited Liability Company received approval from
the U.S. Bankruptcy Court for the District of New Jersey to employ
Friedman Schuman PC as special counsel.
The firm will provide legal assistance in connection with the
purchase of real property located in Galloway Township, N.J.
The firm's hourly rates are as follows:
Attorneys $365 to $425 per hour
Paralegals $195 per hour
Friedman will also be reimbursed for out-of-pocket expenses
incurred.
Peter Friedman, Esq., a partner at Friedman, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Peter S. Friedman, Esq.
Friedman Schuman PC
101 Greenwood Avenue, Suite 500
Jenkintown, PA 19046
Tel: (215) 392-6944
Fax: (215) 635-7212
About ARK Innovations Limited
Liability Company
Williamstown, N.J.-based ARK Innovations Limited Liability Company
filed a petition for Chapter 11 protection (Bankr. D.N.J. Case No.
21-16908) on Aug. 31, 2021, listing up to $10 million in assets and
up to $100,000 in liabilities. Andrew Ryan Kennedy, managing
member, signed the petition.
Judge Jerrold N. Poslusny Jr. oversees the case.
Karalis, PC and Friedman Schuman, PC serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
ART VAN FURNITURE: Groupe Quint Buys HQ for Industrial Use
----------------------------------------------------------
Mitch Hotts of Macomb Daily reports that furniture is officially
out and an industrial use is in for the former Art Van Furniture
headquarters on 14 Mile Road near Van Dyke Avenue in Warren.
According to a recent report by Crain's Detroit Business,
Montreal-based Groupe Quint has finalized its purchase of the 1
million-square-foot property for $52.5 million. Simon Yeramian,
the company's vice president of investments confirmed the sale in
an email to Crain's.
Groupe Quint, a private real investment firm, plans to make
improvements to the building in an effort to lure a new tenant or
tenants.
The Warren property was most recently occupied by Loves Furniture &
Mattresses, which filed for reorganization under Chapter 11
bankruptcy in early 2021. Loves Furniture purchased Art Van
Furniture stores in 2020.
According to Groupe Quint's website, the former Art Van site
represents one of the only large vacant spaces in the Detroit
industrial market. It contains 212 truck-level doors, abundant
trailer storage, as well as a unique 100-foot-high automated
warehousing system.
It sits on 63 acres and has more than 1,150 parking spaces, the
website states.
Loves announced in 2020 it had hired about 350 people and was
looking to add 1,000 employees to eventually open 18 locations in
Michigan and additional stores in other states.
But later that year, Loves said it was closing eight stores as part
of a consolidation of its total of 32 stores in Michigan and other
states into 13 locations –- a dozen in Michigan and one near
Toledo.
Founded in 1959 in Warren by Art Van Elslander, the chain grew to
190 stores in nine states. Thomas H. Lee Partners in 2017 bought
Art Van. Van Elslander died in 2018.
Groupe Quint is active in the Detroit marketplace as it is also
nearing a purchase of the former Blue Bell Mattress Co. LLC
manufacturing location in Roseville at 30450 Little Mack Ave. from
New York City-based LCN Capital Partners.
About Art Van Furniture
Art Van is a brick-and-mortar furniture and mattress retailer
headquartered in Warren, Michigan. The Company operates 169
locations, including 92 furniture and mattress showrooms and 77
freestanding mattress and specialty locations. The Company does
business under brand names, including Art Van Furniture, Pure
Sleep, Scott Shuptrine Interiors, Levin Furniture, Levin Mattress,
and Wolf Furniture.
The Company was founded in 1959 and was owned by its founder, Art
Van Elslander, until it was sold to funds affiliated with Thomas H.
Lee Partners, L.P. in March 2017. As part of this transaction, THL
acquired the operating assets of the Company and certain real
estate investment trusts, who closed the transaction alongside THL,
acquired the owned real estate portfolio of the Company, and
entered into long-term leases with Art Van. The proceeds from the
sale-leaseback transaction were used to fund the purchase price
paid to the selling shareholders.
Art Van Furniture, LLC, and 12 affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-10553) on March 8,
2020.
Art Van was estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Benesch, Friedlander, Coplan & Aronoff LLP as
counsel. Kurtzman Carson Consultants LLC is the claims agent.
ASBURY AUTOMOTIVE: Moody's Puts Ba2 CFR Under Review for Downgrade
------------------------------------------------------------------
Moody's Investors Service placed all ratings of Asbury Automotive,
Inc., including the Ba2 corporate family rating, on review for
downgrade. The speculative grade liquidity rating remains unchanged
at SGL-2. The outlook is rating under review.
The review for downgrade reflects governance considerations
particularly Asbury's announcement [1] that it will acquire Larry
H. Miller and Total Care Auto for $3.2 billion as well as Asbury's
financial strategies which have chosen to finance the acquisition
predominantly with debt.
"The review action considers the potential short-term impact on
Asbury's credit metrics of its proposed fully-priced $3.2 billion
acquisition of Larry H. Miller dealerships and Total Care Auto",
stated Moody's Vice President Charlie O'Shea. "Moody's views this
proposed acquisition as a strategic and competitive positive for
Asbury from both geographic and brand extension perspectives,
however the transaction will significantly increase Asbury's debt
levels potentially placing stress on key credit metrics," continued
O'Shea. "Moody's notes Asbury has obtained $3.25 billion in bridge
financing, with the intention of raising around $600 million in
equity as part of the final financing, which will reduce the debt
load," added O'Shea. "That said, any potential downgrade would be
limited to one notch."
On Review for Downgrade:
Issuer: Asbury Automotive Group, Inc.
Corporate Family Rating, Placed on Review for Downgrade, currently
Ba2
Probability of Default Rating, Placed on Review for Downgrade,
currently Ba2-PD
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B1 (LGD5)
Outlook Actions:
Issuer: Asbury Automotive Group, Inc.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Moody's review will focus on Asbury's ultimate capital structure
including its floor plan financing, future operating performance
expectations, ability to integrate Larry H. Miller and Total Auto
Care successfully, and future governance considerations and
financial strategies.
Ratings could be upgraded if debt/EBITDA was maintained under 3.5
times for an extended period, and EBIT/interest was sustained above
5 times. Ratings could be downgraded if debt/EBITDA approached 4.5
times, or if EBIT/interest fell below 3 times.
Headquartered in Duluth, GA, Asbury Automotive is a leading auto
retailer with 112 franchises and 25 collision repair centers.
Revenues are approximately $8.9 billion as of LTM period ending
June 30, 2021.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
B & M REALTY: Bankruptcy Administrator Unable to Appoint Committee
------------------------------------------------------------------
The U.S. Bankruptcy Administrator for the Eastern District of North
Carolina disclosed in a filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of B
& M Realty, LLC.
About B & M Realty
B & M Realty, LLC filed a petition for Chapter 11 protection
(Bankr. E.D.N.C. Case No. 21-01955) on Sept. 1, 2021, listing up to
$1 million in assets and up to $500,000 in liabilities. Judge
David M. Warren oversees the case. J.M. Cook, P.A. is the Debtor's
legal counsel.
B-LINE CARRIERS: Lender Seeks to Prohibit Cash Collateral Access
----------------------------------------------------------------
Regions Bank, N.A. asks the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, to prohibit B-Line Carriers,
Inc. from using cash collateral. Regions is the Debtor's primary
lender with blanket liens on cash, accounts receivable, inventory,
equipment, and other property.
The Court has entered various interim orders authorizing the use of
Regions' cash collateral pursuant to budgets which require the
Debtor to pay $10,000 per month to Regions as adequate protection
for use of its cash collateral. The Debtor has also delivered these
reports to Regions: (1) a weekly comparison of actual performance
to budget; (2) a weekly report of accounts receivable; and (3)
accounts payable and other reports as requested by Regions.
The Debtor has shut down all operations due to its inability to
procure liability insurance required to operate its fleet. With no
ongoing operations by which to generate additional accounts
receivable, Region's cash collateral position will erode should the
Debtor continue using cash collateral.
Regions also requests the Court to instruct the Debtor to segregate
and keep separate Region's cash collateral and grant adequate
protection, including liens in favor of Regions on the assets of
the Debtor that do not currently constitute Regions' Collateral.
A copy of the motion is available at https://bit.ly/3a3qlrn from
PacerMonitor.com.
About B-Line Carriers
B-Line Carriers, Inc., a full-service petroleum transportation
company, filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06034) on
August 7, 2020. The petition was signed by Jason L. Baldree,
president. At the time of filing, the Debtor estimated $1 million
to $10 million in both assets and liabilities.
Judge Caryl E. Delano oversees the case.
Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler,
P.A., is serving as the Debtor's counsel. On Jan. 5, 2021, the
Court appointed Moecker Auctions, Inc. as Auctioneer.
Holland & Knight LLP serves as counsel for Regions Bank N.A.,
lender.
B. AVERY SALON: Taps Mendoza & Associates as Accountant
-------------------------------------------------------
B. Avery Salon & Barbershop, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to employ
Mendoza & Associates, LLC as its accountant.
The firm has agreed to prepare the Debtor's quarterly sales taxes
and manage bookkeeping for a fee of $475.
As disclosed in a court filing, Mendoza & Associates is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Mendoza & Associates, LLC
2023 Lockhill Selma Rd 1
San Antonio, TX 78213
Tel: (210) 960-9021
Email: info@mendozaassociatesllc.com
About B. Avery Salon & Barbershop
B. Avery Salon & Barbershop, LLC filed a petition for Chapter 11
protection (Bankr. W.D. Texas Case No. 21-50924) on July 28, 2021,
listing as much as $50,000 in assets and as much as $500,000 in
liabilities. Benjamin Avery Pineda, owner, signed the petition.
Judge Ronald B. King oversees the case.
Heidi McLeod Law Office, PLLC and Mendoza & Associates, LLC serve
as the Debtor's legal counsel and accountant, respectively.
BECKER BOILER: Unsecured Creditors to Recover 9% to 13% in Plan
---------------------------------------------------------------
Becker Boiler Co., Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Wisconsin a Plan of Reorganization dated
September 28, 2021.
The Debtor is a full-service boiler company that provides boiler
equipment, and repair and installation services. It operates out of
St. Francis and Sun Prairie, Wisconsin.
The Debtor's largest secured creditor is Byline. Byline has three
lending facilities with the Debtor: a term loan, a revolving line
of credit and a forgivable loan made under the Paycheck Protection
Program established by the CARES Act. The term loan and revolving
line of credit are secured by substantially all the Debtor's
assets.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the Debtor has valued as ranging from
9 cents to 13 cents on the dollar, based upon whether the Plan is
confirmed under § 1191 (a) or § 1191 (b) and whether the
Effective Date Payment is $30,000 instead of the contingent $10,000
amount if certain provisions of the Plan are not allowed.
The Debtor's financial projections show that the Debtor will have
projected Disposable Income of $726,813 or $706,813 dependent upon
the amount of the Effective Date Payment. The final Plan payment is
expected to be paid by September 30, 2024.
Class 2A consists of the Allowed Secured Claim of Byline. The
Allowed Secured Claim of Byline shall be paid in full pursuant to
the terms of the loan documents existing on the Petition Date
except as otherwise altered by the Plan and as further addressed in
a loan modification agreement to be executed by the Reorganized
Debtor and other obligors upon confirmation of the Plan.
Class 2B consists of the Allowed Secured Claim of Ally Capital. The
Allowed Secured Claim of Ally Capital shall be paid in full
pursuant to the terms of the loan documents existing on the
Petition Date except as otherwise altered by the Plan. The terms
are altered (i) to eliminate any provision that provides for a
default due to the Debtor's insolvency, filing the Case or
financial condition of the Debtor's business and (ii) to increase
the number of monthly installments to pay any monthly installments
that came due and were not made between March 2021 and August
2021.
Class 2C consists of the Allowed Secured Claim of Centra Funding,
LLC. The Allowed Secured Claim of Centra Funding, LLC shall be paid
pursuant to the terms of the loan documents existing on the
Petition Date except as otherwise altered by the Plan. The terms
are altered (i) to eliminate any provision that provides for a
default due to the Debtor's insolvency, filing the Case or
financial condition of the Debtor's business and (ii) to increase
the number of monthly installments to pay any monthly installments
that came due and were not made between March 2021 and August
2021.
Class 2D consists of the Allowed Secured Claim of Ford Motor Credit
Company, LLC. The Allowed Secured Claim of Ford Motor Credit
Company, LLC shall be paid pursuant to the terms of the loan
documents existing on the Petition Date except as otherwise altered
by the Plan. The terms are altered (i) to eliminate any provision
that provides for a default due to the Debtor's insolvency, filing
the Case or financial condition of the Debtor's business and (ii)
to increase the number of monthly installments to pay any monthly
installments that came due and were not made between March 2021 and
August 2021.
Class 2E consists of the Allowed Secured Claim of Landmark Credit
Union. The Allowed Secured Claim of Landmark Credit Union shall be
paid pursuant to the terms of the loan documents existing on the
Petition Date except as otherwise altered by the Plan. The terms
are altered (i) to eliminate any provision that provides for a
default due to the Debtor's insolvency, filing the Case or
financial condition of the Debtor's business and (ii) to increase
the number of monthly installments to pay any late fees, attorney
fees or other costs.
Class 3 – Allowed Non-Priority Unsecured Claims:
* Scenario A: If the Plan is confirmed under § 1191 (a), with
Releases as set forth in Section 10.06, Allowed Non-Priority
Unsecured Claims in Class 3 shall be satisfied by the Debtor making
quarterly distributions of $25,000, beginning on December 31, 2022,
and continuing until September 30, 2024. The distributions shall be
shared on a Pro-Rata Basis by holders of Allowed Non-Priority
Unsecured Claims in Class 3. The distributions shall be made on or
before the final day of each applicable quarter.
* Scenario B: Alternatively, if the plan is confirmed under §
1191 (a), without Releases as set forth in Section 10.06, Allowed
Non-Priority Unsecured Claims in Class 3 shall be satisfied by the
Debtor making quarterly distributions of $22,500, other terms
remain the same for confirmation under Scenario A.
* Scenario C: Alternatively, if the plan is confirmed under §
1191 (b), with Releases as set forth in Section 10.06, Allowed
Non-Priority Unsecured Claims in Class 3 shall be satisfied by the
Subchapter V Trustee making quarterly distributions of $21,500,
other terms remain the same for confirmation under Scenario A.
* Scenario D: Alternatively, if the plan is confirmed under §
1191 (b), without Releases as set forth in Section 10.06, Allowed
Non-Priority Unsecured Claims in Class 3 shall be satisfied by the
Subchapter V Trustee making quarterly distributions of $19,000,
other terms remain the for confirmation under Scenario A.
On the Effective Date, all Equity Interests shall be cancelled, and
the Reorganized Debtor shall issue new common stock solely to David
Hollnagel as consideration for the Effective Date Payment.
This Plan proposes to pay creditors of the Debtor from the
Effective Date Payment and the Debtor's future Disposable Income.
A full-text copy of the Plan of Reorganization dated September 28,
2021, is available at https://bit.ly/2Yns6NP from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Kerkman & Dunn
Evan P. Schmit
Gregory M. Schrieber
839 N. Jefferson St., Suite 400
Milwaukee, Wisconsin 53202-3744
Phone: 414.277.8200
Facsimile: 414.277.0100
Email: eschmit@kerkmandunn.com
About Becker Boiler
Becker Boiler Co. Inc., in the business for 64 years, provides
boiler equipment, repairs, and installation services. The Company
is owned by Hollnagel Enterprises.
Becker Boiler filed for Chapter 11 bankruptcy (Bankr. E.D. Wisc.
Case No. 21-21580) on March 26, 2021. The Debtor estimated assets
and debt of $1 million to $10 million as of the bankruptcy filing.
Judge G. Michael Halfenger oversees the case.
KERKMAN & DUNN, led by Jerome R. Kerkman, is serving as the
Debtor's counsel. VRAKAS S.C. is the accountant.
BLACKSTONE DEVELOPERS: Payment for Insurance, Repairs OK'd
----------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Blackstone Developers, LLC's use of
the cash collateral to pay (a) $47,655 to ABS Insurance Services,
LLC; and (b) amounts owed to Orr Roofing for (i) $11,470 (Dance
Expressions); (ii) $6,335 (Mathnasium); and $6,335 (Plaza Hair).
Any cash collateral in the Debtor's custody beyond the
above-indicated amounts shall be paid to ABLP REIT, LLC provided
that the Debtor may retain $500 cash in the DIP account as
maintaining balance. Any refund of insurance premium payment to
ABS Insurance, if any, shall not be disbursed without further Court
order.
A copy of the order is available for free at https://bit.ly/3mmev19
from PacerMonitor.com.
Attorney for ABLP Reit, LLC, creditor:
Matthew Giadrosich, Esq.
Padfield & Stout, LLP
420 Throckmorton Street, No. 1210
Fort Worth, TX 76102
Telephone: (817) 338-1616
Email: mdg@padfieldstout.com
About Blackstone Developers
Blackstone Developers, LLC is a privately held Texas corporation
that operates a one-asset commercial real estate property located
at 205 S. Main, Red Oak, Texas. The Property is occupied by several
tenants. As part of its operations, Blackstone, among other things:
(i) manages the Property; (ii) collects rents; and (iii) maintains
the common areas of the Property.
Blackstone sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-41055) on April 30,
2021. In the petition signed by Randy R. Shelly, agent, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Mark X. Mullin oversees the case.
The Law Office of Marilyn D. Garner serves as the Debtor's
counsel.
BOY SCOUTS: Councils to Contribute Varying Amounts to Abuse Fund
----------------------------------------------------------------
Alex Thomas of Metro News reports that Boy Scouts of America
councils are expected to contribute to a national settlement trust
to resolve claims of child sex abuse with contributions from bodies
with West Virginia members ranging from less than $190,000 to
nearly $6 million.
The Boy Scouts filed for Chapter 11 bankruptcy in February 2020 as
the Irving, Texas-based organization faced multiple lawsuits
involving people who say they were sexually abused while in the
program. Part of the proposed restructuring plan involves payments
addressing more than 82,000 claims.
More than 1,000 unique abuse claims have been filed against eight
councils with West Virginia units.
"One case of abuse is too many," Jeffrey Purdy, scout executive of
the Buckskin Council, said during an interview with MetroNews.
"It's unfortunate that over the years, people have used the
Scouting program to hurt kids. It's unfortunate and
unforgivable."
Under the proposal, the Boy Scouts and councils would contribute up
to $820 million to a victims' compensation fund; the 251 local
councils would put forward $500 million in contributions. In
return, the national organization and local chapters would receive
legal protection from people who filed claims.
The Hartford, one of the Boy Scouts' insurers, and the Church of
Jesus Christ of Latter-day Saints have agreed to pay $787 million
and $250 million respectively. They would also receive liability
protection.
Local councils are legally independent and separate from the
national organization and rely on fundraising to operate. Councils
own camps, offices and other properties, and hire staff to maintain
services, manage funds and recruit organizations to sponsor units.
The BSA provides corporate resources and administrative help to
councils in addition to guidelines related to program structure.
Councils previously had to purchase insurance policies covering
issues including sexual abuse. The Boy Scouts in 1971 began adding
councils to its liability insurance policies and agreed in 1978 to
procure general liability insurance coverage for all chapters.
The local councils' contributions will consist of cash and
property. According to the Boy Scouts, the amounts were determined
after reviewing claims with consideration to what councils could
offer while continuing to provide Scouting.
"This is a critical component of the overall plan to emerge from
the BSA's financial restructuring," the organization said in an
email.
"Each Local Council was given discretion to allocate their
contribution between cash and property," the BSA added. "No Local
Council is required to sell property and, indeed, many are not.
Because Scouting is delivered on a local basis, we believe that it
is critical to empower each Local Council to make their
contribution in the form they chose."
According to court documents, $408.4 million of council
contributions will be cash.
A federal bankruptcy judge in Delaware has received information
related to the expectations for each council:
SHENANDOAH AREA COUNCIL
The Shenandoah Area Council is headquartered in Winchester,
Virginia, and has units in six Virginia counties and Morgan,
Berkeley and Jefferson counties in West Virginia.
Twenty-eight claims were filed against the council. The body's
contribution to the compensation fund would be $188,673 in cash.
Shenandoah Area Council Scout Executive Robert Garrett told
MetroNews the council is planning to accept donations that the body
would dedicate toward the settlement.
"We have some very generous folks that are helping us through the
process and are making contributions so it does not affect our
current scouts, our future scouts or our program," he said. "We
are looking at several options to fund that will allow us to
continue our mission utilizing these volunteers."
VIRGINIA HEADWATERS COUNCIL
The Virginia Headwaters Council, which operates from Waynesboro,
Virginia, has units in western Virginia and West Virginia's
Pendleton County. It was known as the Stonewall Jackson Area
Council until November 2019 when the council board approved a name
change.
Court documents note 39 unique claims against the council. The
council is expected to contribute $287,066 in cash.
MOUNTAINEER AREA COUNCIL
The Mountaineer Area Council has units in 12 counties in
northcentral West Virginia and is headquartered in Fairmont. The
council faces 41 individual abuse claims.
The expectation for the council is to contribute $527,717, of which
$416,717 will be in cash.
According to court documents, the Mountaineer Area Council owns a
service center valued at $111,000. The council can sell the
property with proceeds going toward the settlement trust.
Council staff directed questions about the settlement to the
national organization.
MUSKINGUM VALLEY COUNCIL
Much of the membership of the Muskingum Valley Council, which has
central offices in Zanesville, Ohio, consists of counties in
eastern and southeastern Ohio. Pleasants County is the only West
Virginia county with units in the chapter.
The council faces 47 unique claims, and its listed contribution is
$513,391 in cash.
OHIO RIVER VALLEY COUNCIL
The Ohio River Valley Council includes Hancock, Brooke, Ohio,
Marshall, Wetzel, and Tyler counties and some Ohio counties. The
council's main office is in Wheeling.
The council faces 55 unique abuse claims. Its expected
contribution is $835,582 in cash and a $60,000 property
contribution.
According to Ohio River Valley Council Scout Executive Dan
Bettison, the cash contribution will come from money collected from
selling unused property. The property contribution will be similar
regarding land currently owned by the council.
BUCKSKIN COUNCIL
The Buckskin Council is headquartered in Charleston and consists of
40 counties in West Virginia, Kentucky, Ohio and Virginia. The
council has grown following several mergers with councils
throughout the region.
The chapter has received attention for being home to the Summit
Bechtel Family National Scout Reserve in Fayette County. The site
has hosted two National Scout Jamborees and a World Scout Jamboree
since opening in 2013.
Court documents show 284 claims and two pending lawsuits against
the council.
Purdy, who has served as the area’s scout executive since 2008,
said local leaders have agreed to participate in the settlement;
the council will contribute $1,890,783 in cash. He added the money
will most likely come from a "land fund."
"Because we merged with several number of councils over the last
number of years plus with the building of the national property --
the Summit right next to Beckley -- we’ve had excess property
that we've sold," he explained. "It had been the hope of the board
of the Buckskin Council to take the sales of those properties and
invest them into an endowment-like fund that would create annual
income for the council and perpetuity."
Purdy expressed disappointment in not being able to use the funds
for the original intent but noted the approach would not affect
current operations.
"The good news is is that what that means is we're not going to be
using any types of donations or funds that we've received in the
last 50 years for this contribution for the victim's fund," he
said.
BUCKEYE COUNCIL
The Buckeye Council is headquartered in Canton, Ohio, and has units
located in central Ohio and West Virginia's Hancock County.
The council faces 179 unique abuse claims with two lawsuits
pending. It is expected to pay $2,614,529; the chapter's
contribution includes $1,945,529 in cash and $669,000 as a property
contribution.
LAUREL HIGHLANDS COUNCIL
Most of the Laurel Highlands Council's units are located in
Pennsylvania, but there are groups in Maryland as well as Grant,
Hardy, Hampshire, and Mineral counties in West Virginia. The
council operates out of Pittsburgh.
Court documents show 383 claims against the council.
The council's contribution expectation is $5,972,147. In a
statement, the council said the money will come from an
unrestricted endowment fund.
"It is important to note that restricted donations can only be used
for their designated purposes and are legally protected so that
they are used as the donor specified," the body said.
BOY SCOUTS OF AMERICA ASSETS
The Boy Scouts will fund its portion of the settlement trust by
offering a collection of artwork by Norman Rockwell and other
artists, a warehouse facility in North Carolina, oil and gas
interests in several states, a 10,000 square-foot building in
Texas, and unrestricted cash.
The national organization is not the owner of the Summit Bechtel
Family National Scout Reserve. Bankruptcy filings show Arrow WV
Inc., a nonprofit corporation, owns the property and leases the
site to the Boy Scouts for "nominal consideration." The national
organization funded the facility's construction and currently
provides operational services.
ABUSE CLAIM PAYMENTS
Alleged victims had to submit a claim by Nov. 16, 2020 to receive a
payment from the bankruptcy plan. According to court documents,
82,200 unique claims were filed.
Consultants for the Boy Scouts estimate the value of the abuse
claims ranges between $2.4 billion and $7.1 billion.
Under the proposal, claimants can receive a minimum of $3,500 under
expedited distribution. People who do not take this option can
submit their abuse claim for an evaluation with the possibility of
receiving a payment worth as much as $2.7 million.
Bankruptcy Judge Laurie Selber Silverstein on Thursday, September
30, 2021, approved a disclosure statement on the Boy Scouts’
reorganization plan. The BSA will use the first weeks of October to
send claimants information packages explaining the reorganization
strategy and urging support.
Claimants must submit their ballots by Dec. 14, 2021. A
confirmation hearing on the results is scheduled for Jan. 24,
2022.
BSA: SCOUTING IS SAFE
When asked if Scouting is a safe program, the Boy Scouts pointed
out its policies and programs targeting sexual abuse. All
volunteers and employees are required to complete youth protection
training and undergo what the BSA describes as "a thorough
screening process." Two adults must also be present at youth
activities, and one-on-one situations between adults and scouts are
banned.
The organization also noted information filed in the restructuring
case showing most claims cite alleged incidents that happened
before 1990.
"In other words, a very substantial majority of these claims
predate the introduction of the BSA's modern Youth Protection
Protocols," the Boy Scouts told MetroNews. "While any instance of
abuse is one too many, Scouting today is safer than ever before."
Purdy also touted the national organization's policies, saying the
rules have created a safer environment for children.
"We have refined the protocols over the years to make our Scouting
program safe," he said. "The unfortunate thing is the vast majority
of these claims came before youth protection training programs and
protocols were known and put into place."
"It's unfortunate, and we want to do our part for those victims. We
also know that we have a very safe program for scouts."
Ahead of its bankruptcy filing, the Boy Scouts entered a five-year
partnership with 1in6, a national nonprofit that provides male
survivors of sexual assault with various resources. The BSA said
the relationship would allow 1in6 to expand its online helpline and
offer more weekly support groups to people abused while in the
program.
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.
BOY SCOUTS: TCC Continues to Oppose Amended Reorganization Plan
---------------------------------------------------------------
The Official Tort Claimants' Committee (TCC) on Sept. 30 disclosed
that it continues to oppose the proposed Modified Fifth Amended
Plan of Reorganization ("Plan") of the Boy Scouts of America (BSA)
for a variety of reasons, and opposes the proposed settlements in
the proposed plan with The Hartford Insurance Company, The Church
of Jesus Christ of Latter-day Saints, and Boy Scouts Local Councils
on the basis that the amounts are far too low. In its filed
opposing papers, the TCC states that "the Plan [would] enable[] the
Boy Scouts, Local Councils, and Chartered Organizations to make a
clean get-away from their legacy of broken lives in exchange for a
contribution of a relatively small amount of cash [and] illiquid
assets." The TCC maintains that the proposed settlements will lead
to recoveries for survivors that are unconscionably low. The TCC
filed with the Bankruptcy Court a letter from the TCC to survivors
that will be included in the voting materials urging survivors to
vote "NO" on the plan and explaining the bases for their
recommendation.
John Humphrey, Chairman of the TCC, stated that "The Plan's
supporters, including the self-described Coalition of Abused Scouts
for Justice (a group controlled by a few plaintiff attorneys),
advertise a topline settlement number in the BSA's plan that seems
large (approximately $1.8 billion) but they ignore the fact that
the settlements will only compensate survivors on average less than
$21,000 per survivor." Mr. Humphrey went on to say that "This much
ballyhooed settlement represents a fraction of what the settling
parties should and can pay to the tens of thousands of survivors
based on the Boy Scouts', Local Councils', and The Hartford's
financial exposure and available assets." Mr. Humphrey affirmed
that "As Chairman of the TCC, I cannot in good conscience support a
plan that leaves survivors woefully undercompensated."
The TCC calls attention to at least three major flaws contained in
the Plan.
First, the Plan includes settlements that the TCC believes will pay
survivors less than ten cents on the dollar. The BSA's
representation that survivors could receive as much as 100% of the
value of their claims is based on a very narrow view of which abuse
claims are valid, estimating the total value of the abuse claims to
be between $2.4 and $7 billion. In comparison, the Future Claims
Representative, a fiduciary appointed by the Bankruptcy Court,
believes that the abuse claims should be valued at approximately
$25 billion, more than TEN TIMES the BSA's low end estimate.
Second, chartered organizations are not paying for the broad
releases of sexual abuse claims. The $250 million settlement by The
Church of Jesus Christ of Latter-day Saints benefits only those
survivors with claims against the Church. None of the settlement
money goes to any other survivor setting one subgroup of survivors
against all other survivors. Yet, the BSA and the Coalition of
Abuse Scouts for Justice (the "Coalition") misleadingly include
that $250 million settlement figure in their announcements of
global settlements.
Third, the plan includes a $787 million settlement with The
Hartford Insurance Company. Despite the large topline number, the
average payment to a survivor is less than $9,600. 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 The Hartford by having it
pay for only a small fraction of the coverage it is contractually
obligated to provide.
"With the approval of the disclosure statement, survivors
themselves finally will have their voice heard by voting on the
Plan" added Doug Kennedy, Vice Chairman of the TCC. "The Tort
Claimants' Committee will continue to give survivors the real facts
about the Plan and the settlements. These real facts will show that
the BSA and the Coalition are not advancing the interests of
survivors because they are unwilling to do the work necessary to
reach a resolution that is fair to survivors."
"Survivors should not be fooled that they are going to receive fair
compensation under the BSA's sixth belated attempt to avoid
responsibility for the abuse of tens of thousands of children,"
said James Stang of Pachulski Stang Ziehl & Jones. "The Tort
Claimants' Committee will oppose the Boy Scouts' Plan and fight for
survivors."
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.
BROWN INDUSTRIES: Has Permission to Use Cash Collateral Thru Dec 3
------------------------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Brown Industries, Inc. to
use cash collateral for its ongoing working capital needs, on a
final basis, through the earlier of (i) December 3, 2021, or (ii)
the date the Debtor's right to use cash collateral terminates,
pursuant to the provisions of the current order, including:
* the appointment of a Chapter 11 trustee;
* the dismissal of the Debtor's case or its conversion to a
Chapter 7 case;
* entry of a Court order prohibiting the Debtor's use of the
cash collateral; or
* the entry of an order amending, reversing or modifying the
final order.
As adequate protection for any diminution in the value of their
interests in the Prepetition Collateral, (i) Brown Corporation,
(ii) BWR Holding and (iii) Leonard J. Fabiano II (Lenders), and
(iv) First American Commercial Bancorp, Inc. are granted valid and
automatically perfected liens on and security interests in all
personal property of the Debtor, of a kind or nature described as
collateral in their respective prepetition agreements.
As of the Petition Date, the Lenders assert over $4.7 million as
owing by the Debtor under the Prepetition Loan Documents. The
Prepetition Loan Obligations are secured by interests in and liens
on all of the Debtor's interests in certain real property,
accounts, payment intangibles, instruments, intercompany claims,
and other rights to receive payments.
First American asserts that as of the Petition Date, over $225,000
remains payable under the Debtor's Prepetition Lease Obligations
for which the Debtor granted First American security interests in
and liens on all of the Debtor's interests in all of its assets.
A copy of the final order is available for free at
https://bit.ly/3mnEMfG from BMC Group, claims agent.
About Brown Industries
Dalton, Ga.-based Brown Industries, Inc. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No.
21-41010) on Aug. 20, 2021. In the petition signed by Darren J.
Wilcox, co-chief executive officer and president, the Debtor
disclosed up to $50 million in both assets and liabilities.
The Debtor tapped J. Robert Williamson, Esq., at Scroggins &
Williamson, PC as legal counsel and BMC Group Inc. as claims,
noticing, and balloting agent.
Gary Murphey has been appointed as the Debtor's Subchapter V
Trustee.
CALIFORNIA INDEPENDENT: Gets OK to Hire Sklar Kirsh as Counsel
--------------------------------------------------------------
California Independent Petroleum Association received approval from
the U.S. Bankruptcy Court for the Eastern District of California to
hire Sklar Kirsh, LLP to serve as legal counsel in its Chapter 11
case.
The firm's services will include:
a. advising the Debtor regarding the requirements of the
court, the Bankruptcy Code, Bankruptcy Rules and the Office of the
U.S. Trustee;
b. advising the Debtor regarding the rights and remedies of
its bankruptcy estate and the rights, claims and interests of
creditors;
c. representing the Debtor in any proceeding or hearing in the
court involving its estate unless it is represented in such
proceeding or hearing by special counsel;
d. assisting in the preparation of schedule of assets and
liabilities, statement of financial affairs and pleadings;
e. conducting examinations of witnesses, claimants or adverse
parties and representing Debtor in any adversary proceeding except
to the extent that such proceeding is in an area outside of Sklar
Kirsh's expertise;
f. preparing legal papers;
g. assisting the Debtor in the negotiation, formulation,
preparation and confirmation of a plan of reorganization; and
h. performing other necessary legal services.
The firm's hourly rates are as follows:
Partners $725 to $895 per hour
Associates $485 to $625 per hour
Paraprofessionals $225 per hour
Ian Landsberg, Esq., and Lovee Sarenas, Esq., the firm's attorneys
who will be handling the case, charge $725 per hour and $595 per
hour, respectively.
Sklar Kirsh received an initial pre-bankruptcy retainer of $15,000
and an additional retainer of $51,768.
Ian Landsberg, Esq., a partner at Sklar Kirsh, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
Sklar Kirsh can be reached at:
Ian S. Landsberg, Esq.
Sklar Kirsh, LLP
1880 Century Park East, Ste. 300
Los Angeles, CA 90067
Tel: (310) 845-6416
Fax: (310) 929-4469
Email: ilandsberg@sklarkirsh.com
About CIPA
California Independent Petroleum Association (CIPA) -- www.cipa.org
-- is a non-profit, non-partisan trade association representing
approximately 500 independent crude oil and natural gas producers,
royalty owners, and service and supply companies operating in
California.
CIPA filed a petition for Chapter 11 protection (Bankr. E.D. Calif.
Case No. 21-23169) on Sept. 5, 2021, listing $2,097,356 in assets
and $1,194,070 in liabilities. CIPA CEO Rock Zierman signed the
petition. The case is handled by Judge Christopher D. Jaime. Ian
S. Landsberg, Esq., at Sklar Kirsh, LLP is the Debtor's legal
counsel.
CAN B CORP: Unit Signs Real Estate Lease With Sunflower Bank
------------------------------------------------------------
CO Botanicals, LLC, a wholly-owned subsidiary of Can B Corp.,
entered into a real estate lease with Sunflower Bank, N.A.,
pursuant to which itagreed to lease the real properties located at
17171 County Road 21 and 12555 Energy Road in Fort Morgan, Colo.
The Fort Morgan lease was made effective Sept. 1, 2021 and has a
month-to-month term and may be terminated by either party with 30
days' prior written notice. Base rent for the Fort Morgan
properties is $22,250 per month. CO Botanicals also agreed to pay
a $22,250 security deposit upon signing of the Fort Morgan lease.
If any payment due to Sunflower Bank is not when due, such unpaid
amount will accrue interest at a rate equal to 18% or the maximum
allowable legal rate in effect in the State of Colorado until such
amount is paid in full.
CO Botanicals agreed to pay the routine repair and maintenance
costs, utilities, and personal property taxes on the Fort Morgan
properties. It also agreed to maintain fire and extended coverage
casualty insurance on the properties, and comprehensive general
public liability insurance providing protection of at least
$1,000,000 for bodily injury or death to any one person and at
least $1,000,000 for any one accident or occurrence, with an
aggregate level of protection of $2,000,000.
CO Botanicals agreed to indemnify Sunflower Bank and the bank's
agent and employees from and against any and all liability, loss,
damage, expense, and judgment (including reasonable attorneys'
fees) resulting from or relating to CO Botanicals' use of the Fort
Morgan properties and any failure of CO Botanicals to comply with
the terms of the Fort Morgan lease or any federal, state, county,
and city laws, ordinances and regulations.
The Fort Morgan lease contains other representations and warranties
common with this type of transactions.
About Can B Corp
Headquartered in Hicksville New York, Canbiola, Inc. (now known as
Can B Corp) -- http://www.canbiola.com-- develops, produces, and
sells products and delivery devices containing CBD. Cannabidiol
("CBD") is one of nearly 85 naturally occurring compounds
(cannabinoids) found in industrial hemp (it is also contained in
marijuana). The Company's products contain CBD derived from Hemp
and include products such as oils, creams, moisturizers, isolate,
and gel caps. In addition to offering white labeled products,
Canbiola has developed its own line of proprietary products, as
well as seeking synergistic value through acquisitions of products
and brands in the Hemp industry.
Can B Corp. reported a loss and comprehensive loss of $5.72 million
for the year ended Dec. 31, 2020, compared to a loss and
comprehensive loss of $5.90 million for the year ended Dec. 31,
2019. As of June 30, 2021, the Company had $6.16 million in total
assets, $3.21 million in total liabilities, and $2.96 million in
total stockholders' equity.
Hauppauge, NY-based BMKR, LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated April
12, 2021, citing that the Company incurred a net loss of $5,851,512
during the year ended December 31, 2020 and as of that date, had an
accumulated deficit of $30,521,025. Due to recurring losses from
operations and the accumulated deficit, the Company stated that
substantial doubt exists about its ability to continue as a going
concern.
CARVER BANCORP: Sells $4 Million Preferred Shares to J.P. Morgan
----------------------------------------------------------------
Carver Bancorp, Inc. entered into a Preferred Stock Purchase
Agreement with J.P. Morgan Chase Community Development Corporation,
pursuant to which the company sold 4,000 shares of its Series F
non-cumulative non-voting non-convertible participating preferred
stock, par value $0.01 per share, at a purchase price of $1,000 per
share, in a private placement for gross proceeds of $4.0 million.
Carver Bancorp intends to use the net proceeds of the Private
Placement for general corporate purposes. The Stock Purchase
Agreement contains representations, warranties, and covenants of
the company and J.P. Morgan that are customary in private placement
transactions.
The issuance of the Series F Preferred Stock pursuant to the Stock
Purchase Agreement is exempt from registration pursuant to the
exemption provided under Rule 506 of Regulation D promulgated under
the Securities Act of 1933, as amended. The offering was made only
to accredited investors as that term is defined in Rule 501(a) of
Regulation D under the Act.
Series F Preferred Stock
On Sept. 27, 2021, Carver Bancorp filed an Amended and Restated
Certificate of Designations of Non-Cumulative Non-Voting
Participating Preferred Stock, Series F with the Secretary of State
of the State of Delaware. The Amended Certificate restates the
prior Certificate of Designations filed on Feb. 16, 2021 to
increase the number of authorized Series F Preferred Stock shares
from 5,000 to 9,000 to allow for the additional issuance of Series
F Preferred Stock to J.P. Morgan. Additionally, the Amended
Certificate provides that Carver Bancorp may, at its option, redeem
the shares of Series F Preferred Stock, in whole or in part, from
time to time, on any date on or after Sept. 27, 2026. There were
no other changes made to the preferences, limitations, powers and
relative rights of the Series F Preferred Stock.
About Carver Bancorp
Carver Bancorp, Inc., is the holding company for Carver Federal
Savings Bank, a federally chartered savings bank. The Company is
headquartered in New York, New York. The Company conducts business
as a unitary savings and loan holding company, and the principal
business of the Company consists of the operation of its
wholly-owned subsidiary, Carver Federal. Carver Federal was
founded in 1948 to serve African-American communities whose
residents, businesses and institutions had limited access to
mainstream financial services. The Bank remains headquartered in
Harlem, and predominantly all of its seven branches and four
stand-alone 24/7 ATM centers are located in low- to moderate-income
neighborhoods.
Carver Bancorp reported a net loss of $3.89 million for the year
ended March 31, 2021, compared to a net loss of $5.42 million for
the year ended March 31, 2020. As of June 30, 2021, the Company
had $682.93 million in total assets, $631.24 million in total
liabilities, and $51.69 million in total equity.
CFS BRANDS: Moody's Affirms Caa1 CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of CFS Brands, LLC
("Carlisle Foodservice" or "CFS"), including the corporate family
rating at Caa1, the probability of default rating at Caa1-PD, and
the senior secured rating at B3. The outlook was changed to
positive from negative.
The affirmation reflects high financial leverage and the uncertain
recovery in the hospitality sector over the near term, with
potential restrictions being reintroduced on indoor dining.
Debt-to-EBITDA for the LTM period at June 30, 2021 was about 8.0x
(pro forma for recent acquisitions). Nonetheless, the change in
outlook reflects the improvement of the company's end customers as
well as the continued good performance of its healthcare and
janitorial & sanitation businesses. Further, the outlook change
considers the company's operational measures that have enabled it
to offset a notable portion of raw material, freight, and labor
cost headwinds, through a combination of price increases,
consolidation of plants, and reallocation of manufacturing activity
to lower-cost geographic areas.
Moody's took the following actions
Affirmations:
Issuer: CFS Brands, LLC:
Corporate Family Rating, Affirmed at Caa1
Probability of Default Rating, Affirmed at Caa1-PD
Senior Secured Bank Credit Facility, Affirmed at B3 (LGD3)
Outlook Actions:
Issuer: CFS Brands, LLC:
Outlook, Changed to Positive from Negative
RATINGS RATIONALE
The ratings reflect CFS' solid position in the foodservice,
healthcare, and janitorial & sanitation (JanSan) markets in which
its food handling and preparation and cleaning products often
command either a number one or two market position. The company's
restaurant end markets have improved with returning customers after
an extremely challenging 2020 and have reached sales exceeding
pre-Covid levels in recent months in the United States. At the same
time, Moody's expects a potential moderation in the coming months
in these markets, given that some of the recovery was due to
pent-up demand after consumers returned to indoor dining and Covid
restrictions were relaxed. However, colder weather in the coming
months and new variants are likely to result in greater caution by
consumers. At the same time, CFS has a higher-than-usual backlog
that should enable it to achieve topline growth of about 12% in
2021, followed by 5% revenue growth in 2022, based on Moody's
projections. The company's relatively small scale, with revenues of
nearly $400 million, and the competitive market in which it plays,
with competitor brands that are part of significantly larger
companies, constrains the credit profile.
The ratings also take into account the cost pressures that CFS
faces, with resin costs up more than 30% compared to pre-Covid
levels, as well as increased freight and labor costs. Resin is the
company's largest raw material cost. Additionally, the company is
acquisitive, with two acquisitions completed in each 2019 and 2020.
These have increased integration, administrative, and restructuring
costs, and also led to higher funded debt levels. At the same time,
CFS has been taking a number of actions to improve margins,
including consolidating a number of plants, transferring
manufacturing to lower-cost regions, increasing e-commerce
investments, and implementing price increases. Given these
measures, Moody's expects EBITA margin to approach 15% in 2021,
inclusive of Moody's standard adjustments. Financial leverage
continues to be elevated, but Moody's expects debt-to-EBITDA to
approach the 7.0x level over the next 12 months.
From a governance perspective, the company's high financial
leverage partly reflects its private equity ownership and
continuing high risk of aggressive financial policies, including
acquisitions that could be funded with debt and further weaken the
metrics or liquidity. The company also has had a limited history of
operating as standalone company.
The positive outlook reflects Moody's expectations that CFS's end
markets will continue on a stable trajectory and that the company's
cost measures will enable it to reduce leverage below the 7.0x
level and to generate modestly positive free cash flow. The
positive outlook is also predicated upon the company's expected
ability to extend its $60 million revolving credit facility, which
becomes current on March 2022.
Liquidity is adequate and is supported by a cash balance of about
$25 million and about $37 million in availability under its $60
million revolving credit facility. Moody's expects the company to
generate free cash flow of about $10 million in 2021. Covenant
cushion under the revolver is ample.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded with expectations of strong
liquidity, including consistent positive free cash flow, with
amounts applied to debt reduction, and ample revolver availability.
This would be accompanied by sustained organic revenue growth while
improving margins, such that debt-to-EBITDA is expected to approach
6.0x (inclusive of Moody's standard adjustments). An upgrade would
also be contingent upon the company's extension of its revolving
credit facility, which becomes current on March 2022.
The ratings could be downgraded if Moody's expects liquidity to
deteriorate, including lower than expected cash or free cash flow,
or covenant pressure. The ratings could also be downgraded with
weaker growth prospects for the healthcare and JanSan businesses or
if the foodservice business weakens as a result of stricter
Covid-related restrictions. Downward ratings pressure is also
possible with expectations of weakening operating performance such
that interest coverage metrics worsen, including EBITA/interest
sustained below 1.0x or a lack of progress with meaningfully
reducing debt-to-EBITDA leverage towards 7.0x.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
CFS Brands, LLC (CFS), based in Oklahoma, designs and manufactures
commercial foodservice, janitorial and sanitation products focused
primarily on the U.S. market. The company, a subsidiary of direct
holding parent CFSP Acquisition Corp., provides tabletop dining
supplies, food preparation, storage and handling as well as
cleaning and sanitation products to commercial foodservice,
hospitality, healthcare and other customers. Revenues approximated
$380 million for the last twelve months ended June 30, 2021. CFS
was carved out of Carlisle Companies Inc. in 2018 and became a
portfolio company of private equity firm The Jordan Company, L.P.
CHINOS INTERMEDIATE: Moody's Alters Outlook on B3 CFR to Positive
-----------------------------------------------------------------
Moody's Investors Service changed its outlook for Chinos
Intermediate 2 LLC (J.Crew) to positive from stable. Concurrently,
Moody's affirmed the company's B3 corporate family rating, B3-PD
probability of default rating and B3 rating on the $400 million
senior secured term loan.
The change in outlook to positive from stable reflects J.Crew's
significant improvement in earnings and liquidity since the
company's emergence from bankruptcy in September 2020, and the
potential for continued growth and consistent positive cash flow
generation.
The affirmation of the ratings reflects J.Crew's small scale, high
fashion risk, the long-term history of challenging operating
performance at the J.Crew business and the recency of operating
improvement.
Moody's took the following rating actions for Chinos Intermediate 2
LLC:
Corporate family rating, affirmed B3
Probability of default rating, affirmed B3-PD
Senior secured bank credit facility, affirmed B3 (LGD4)
Outlook, changed to positive from stable
RATINGS RATIONALE
The B3 CFR is constrained by the recent nature of improvement in
operating performance following the company's emergence from
bankruptcy and pandemic disruption. While J.Crew's revenues and
earnings have recovered significantly year-to-date 2021, the
results are very recent and remain subject to the company's ability
to effectively navigate the still volatile apparel environment. In
addition, the challenging turnaround of the J.Crew business over
the past several years remains a key credit negative. The credit
profile also reflects the company's relatively small scale, high
fashion risk, and the highly competitive nature of the apparel
retail sector. In addition, the ratings are constrained by
governance considerations, including ownership by former lenders,
which increases the risk of aggressive financial strategy actions.
At the same time, the rating is supported by expectations for very
good liquidity over the next 12-18 months in Moody's base case
scenario, including solid cash balances, access to an undrawn $400
million exit asset-based revolving credit facility, lack of
near-term maturities, and expectations for positive cash flow.
Moody's expects credit metrics to be strong relative to retail
peers, including debt/EBITDA declining to 2.3 times over the next
12-18 months from 3.6 times (as of July 31, 2021) and EBIT/interest
expense increasing to 2.2 times from 0.4 times. The rating also
benefits from the company's ownership of the Madewell business,
which had demonstrated sustained growth prior to the pandemic.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if operating performance improves on
a sustained basis, including a meaningful recovery in both the
Madewell and J.Crew businesses. An upgrade would also require solid
positive free cash flow generation. Quantitatively, the ratings
could be upgraded if debt/EBITDA is maintained below 4 times and
EBIT/interest expense above 2 times.
The ratings could be downgraded if liquidity deteriorates for any
reason. Quantitatively, the ratings could be downgraded with
expectations that EBIT/interest expense will be sustained below
1.25 times.
Chinos Intermediate 2 LLC (J.Crew) is a retailer of women's, men's
and children's apparel, shoes and accessories. For the twelve
months ended July 31, 2021, the company generated $2 billion of
sales through its stores, websites, catalogs, and retail partners.
The company is majority owned by Anchorage Capital Group, L.L.C.
following the 2020 bankruptcy emergence.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
CLINIGENCE HOLDINGS: Secures $3M Equity Investment From ApolloMed
-----------------------------------------------------------------
Clinigence Holdings, Inc. has completed a $3 million strategic
equity investment from Apollo Medical Holdings, Inc.
Under the terms of the investment agreement, Clinigence issued
1,000,000 shares of common stock to ApolloMed at $3.00 per share
with warrants to purchase an additional 500,000 shares at $3.50 per
share. Brandon Sim, chief operating officer and chief technology
officer of ApolloMed, will join Clinigence's Board of Directors
pursuant to the terms of the agreement.
Based in Alhambra, California, ApolloMed is a physician-centric,
technology-powered healthcare company focused on enabling providers
in the successful delivery of value-based care. With over 25 years
of operational experience, ApolloMed has over 7,000 physicians in
its network and manages over 1.1 million patients.
"ApolloMed's commitment to its patients and physicians has always
been about excellence and innovation. We are pleased that
ApolloMed has become a strategic investor in our company and
believe there are numerous operating synergies for both companies.
We look forward to our partnership," stated Warren Hosseinion,
M.D., chairman and chief executive officer of Clinigence. "This
equity investment is another step in our growth strategy and also
strengthens our balance sheet as we position the Company for
uplisting on NASDAQ."
"We are pleased to lend support to Clinigence, one of the nation's
leading population health management organizations, at this
critical juncture in its development," added Kenneth Sim, M.D.,
executive chairman and co-chief executive officer of ApolloMed.
"We believe collaborating with Clinigence, a company that is as
dedicated as we are to empowering providers in today's changing
healthcare landscape and improving clinical outcomes for patients,
will lead to future growth opportunities for all parties over the
long term."
About Clinigence Holdings
Clinigence Holdings, a fully reporting, publicly-held company --
http://www.clinigencehealth.com-- is a healthcare information
technology company providing an advanced, cloud-based platform that
enables healthcare organizations to provide value-based care and
population health management. The Clinigence platform aggregates
clinical and claims data across multiple settings, information
systems and sources to create a holistic view of each patient and
provider and virtually unlimited insights into patient
populations.
Clinigence reported a net loss of $5.65 million in 2020 following a
net loss of $7.12 million in 2019. As of June 30, 2021, the
Company had $77.36 million in total assets, $10.09 million in total
liabilities, and $67.26 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2020,
issued a "going concern" qualification in its report dated March
31, 2021, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
CNC PUMA: Unsecured Creditors to Get 0% in Subchapter V Plan
------------------------------------------------------------
CNC Puma Corporation submitted a Second Amended Chapter 11 Plan of
Reorganization for Small Business under Subchapter V dated
September 28, 2021.
The Debtor is in the business of owning and operating a single
restaurant known as The Bank ("Restaurant"), located at 28645 Old
Town Front St., Temecula, California 92590 ("Front Street
Property"). The Restaurant operates out of an historical bank
turned restaurant in Old Town Temecula, which has primarily been
featured as an authentic, homestyle Mexican restaurant since 1978.
Since filing the instant chapter 11 bankruptcy case on November 19,
2020, the Debtor has continued business operations post petition,
has worked with creditors and improved its financial structure,
seeks to provide for the payment of claims, as provided in the
Plan, and to continue its business operations.
The Debtor's financial projections show that the Debtor will have
projected disposable income of $654,847.76, averaging disposable
income in the amount of $10,914.13 per month over the life of the
Plan.
Class 2 consists of the claim of Lendistry Corporation. The amount
of the claim currently approximates $200,000, and is expected to
approximate $185,000 on the Effective Date. The Class 2 claim
shall be allowed and paid 100% within 60 months following the
Effective Date, through equal monthly payments, with interest
accruing on the claim at the fixed rate of 6.25% per annum,
starting from the Effective Date.
Class 3 consists of the claim of Swift Financial, LLC, as acquired
by PayPal. Swift Financial asserts a claim against the estate in
the amount of $71,000.00 on account of a 2019 loan agreement with
the Debtor ("Swift Loan Agreement"). Swift Financial did not file a
proof of claim in the Debtor's bankruptcy case prior to the
deadline to file claims; however, it contends that it did not file
a proof of claim because it did not receive sufficient notice of
the Debtor's bankruptcy case and, at any rate, the failure to file
a proof of claim was the result of excusable neglect and does not
impact its lien rights against the Debtor's assets.
The Debtor contends that Swift Financial received sufficient notice
of the Debtor's bankruptcy case and failed to timely file a proof
of claim, and that Swift Financial should not be allowed a claim
and should not be treated as a creditor with respect to such claim
for purposes of voting and distribution under the Plan. The Debtor
also contends that Swift Financial's claim is at least partially
unsecured based on the existence of senior liens to the Swift UCC.
The Debtor and Swift Financial entered into a stipulation to
confirm the treatment of Swift Financial's claim under the Plan.
Swift Financial shall be allowed a proof of claim in the total
amount of $71,000.00 ("Swift Allowed Claim"), in full satisfaction
of any and all claims Swift Financial has asserted or could assert
against the Debtor, including any claims arising under the Swift
Loan Agreement and the Swift UCC, payable as follows: (a) payment
of $30,000.00 over 5 years through equal monthly payments of
$500.00, 0% interest; and (b) upon the Debtor's full payment of the
Plan Payment, the remaining balance of the Swift Allowed Claim
shall be forgiven, as to the Debtor only and not to any personal
guarantor under the Swift Loan Agreement, and the Swift UCC shall
be released, such that all obligations of the Debtor shall be
considered satisfied in full.
Class 4 is the disputed claim of Strategic Funding Source, Inc.,
dba Kapitus. The Class 4 claim shall be allowed as a secured claim
in the full amount of the claim, approximately $279,878.72, in full
satisfaction of any and all claims Kapitus has asserted or could
assert against the Debtor, including any claims arising under the
Kapitus Factoring Agreement and the Kapitus UCC, payable as
follows: (a) payment of $225,000.00 over 5 years, with interest
accruing at the fixed rate of 6.0% per annum, payable through ACH
debit, through equal monthly payments of $4,349.88; and (b) upon
the Debtor's full payment of the Plan Payment, the remaining
balance of the Kapitus Allowed Claim shall be forgiven, as to the
Debtor only and not to any personal guarantor under the Kapitus
Factoring Agreement, and the Kapitus UCC shall be released, such
that all obligations of the Debtor shall be considered satisfied in
full.
Class 5 is the claim of the United States Small Business
Association ("SBA") in the amount of $152,419.52 on account of an
SBA Economic Injury Disaster Loan. Pursuant to stipulation entered
into between the SBA and the Debtor, the SBA's claim in the amount
of $152,419.52 shall be treated in its entirety as a non-priority,
unsecured claim, payable under the Plan pro rata with other Class 6
non-priority unsecured claims, from any funds distributed to
non-priority, unsecured claims.
Class 6 consists of Non-Priority Unsecured Claims. The Debtor will
pay all projected disposable income remaining after payment of
claims in Class 1 through Class 5 under the Plan, which, is
estimated to result in payment of approximately $0.00 to allowed
Class 6 claims. The known claims total approximately $550,507.32,
including the SBA's $152,419.52 claim and the $172,832.00 claim of
BBVA USA. Assuming forgiveness of the $172,832.00 claim of BBVA
USA, the Debtor estimates payments under the Plan will result in an
approximate 0.0% return to Class 6 claims. The Debtor has been in
communication with BBVA USA regarding its application for
forgiveness and is working to compile all information requested by
BBVA in order to complete its application, which the Debtor expects
will happen prior to October 15, 2021.
Class 8 includes the equity interests of the Debtor. This class
consists of the equity interests in the Debtor. These equity
interests are unaffected by this Plan. Class 8 is not impaired and
not entitled to vote on the Plan.
The source of funding for the Plan will come from cash on hand on
the Effective Date, expected to approximate $250,000.00, and income
generated from the Debtor's ongoing business.
A full-text copy of the Second Amended Plan of Reorganization dated
September 28, 2021, is available at https://bit.ly/3FaBEw7 from
PacerMonitor.com at no charge.
The firm can be reached through:
J. Luke Hendrix, Esq.
Law Offices of J. Luke Hendrix
28693 Old Town Front St Suite 400-D
Temecula, CA 92590
Tel: (951) 221-3721
Email: luke@jlhlawoffices.com
About CNC Puma Corporation Inc.
CNC Puma Corporation Inc. -- https://www.thebankoldtown.com/ --
owns and operates bars and restaurants specializing in Mexican
cuisine.
CNC Puma Corporation filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20
17551) on Nov. 19, 2020. Ryan Parent, chief financial officer and
secretary, signed the petition. At the time of filing, the Debtor
disclosed $250,128 in assets and $1,134,882 in liabilities.
The Law Offices of J. Luke Hendrix represents the Debtor as
counsel.
CORPORATE COLOCATION: Seeks OK on Cash Deal with Landlord, SBA
--------------------------------------------------------------
Corporate Colocation, Inc.; Landlord, 530 6th Street, LLC; and the
U.S. Small Business Administration stipulate to extend to December
17, 2021, the effectivity of the Amended Order authorizing the
Debtor to use cash collateral and to grant replacement liens.
The Motion of CCI for an Order authorizing the Debtor to continue
using cash collateral on an interim basis and grant replacement
liens was originally scheduled for hearing on August 4, 2021 at
10:00 a.m. and was then scheduled for hearing on October 13 at 10
a.m. The hearing will now be continued to December 15 at 10 a.m.
in Courtroom 1568,255 B. Temple Street, Los Angeles, CA 90012. The
deadline for oppositions and reply briefs shall also be extended in
accordance with the new hearing date.
The effectiveness of the current Amended Order authorizing the
Debtor to use cash collateral, to grant replacement liens, etc.,
including the Stipulation regarding administrative rent attached to
and approved by the Court pursuant to said Order, will be extended
to December 17, by which time the Court will have considered the
Motion for a further extension.
The parties tell the Court they are not seeking this extension to
delay the bankruptcy proceedings. Rather, the Debtor and the
Landlord are negotiating the full panoply of their relationship,
the disagreements that led to the filing of the Chapter 11 case,
and making good progress therein. They each desire to focus on the
continuing constructive talks rather than possibly avoidable
litigation expenses. One of the purposes of those talks is to
negotiate the terms of a potential consensual plan that the Debtor
would file.
A copy of the stipulation is available for free at
https://bit.ly/3Defesl from PacerMonitor.com.
About Corporate Colocation Inc.
Corporate Colocation Inc. -- http//www.corporatecolo.com/ --
operates a large server farm that provides website services to
about 25 subtenants that is located at 530 West Sixth Street, Suite
502 et. seq., Los Angeles, California 90014. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Calif. Case No. 21-12812) on April 7, 2021. In the petition
signed by Jonathan Goodman, president, the Debtor disclosed
$2,284,042 in assets and $5,041,445 in liabilities.
Judge Ernest Robles oversees the case.
Robert M. Yaspan, Esq., at Law Offices of Robert M. Yaspan is the
Debtor's counsel.
530 6th Street, LLC, as landlord, is represented by Jeffrey Lee
Costell, Esq. at Costell & Adelson Law Corporation.
CUSTOM TRUCK: To Present at Deutsche Bank's Annual Conference Today
-------------------------------------------------------------------
Ryan McMonagle, president and chief operating officer of Custom
Truck One Source Inc., and Brad Meader, the company's chief
financial officer, will present at the Deutsche Bank 29th Annual
Leveraged Finance Conference today. The presentation is scheduled
to begin at 10:00 a.m., Eastern Time.
A live webcast of the presentation will be available through Custom
Truck One Source's Investor Relations website at
https://investors.customtruck.com. A replay will be archived and
available for 30 days following the conference on the same
website.
About Custom One Truck
Custom Truck One Source, Inc. (formerly known as Nesco Holdings,
Inc.) is a provider of specialty equipment, parts, tools,
accessories and services to the electric utility transmission and
distribution, telecommunications and rail markets in North America.
CTOS offers its specialized equipment to a diverse customer base
for the maintenance, repair, upgrade and installation of critical
nfrastructure assets, including electric lines, telecommunications
networks and rail systems. The Company's coast-to-coast rental
fleet of more than 8,800 units includes aerial devices, boom
trucks, cranes, digger derricks, pressure drills, stringing gear,
hi-rail equipment, repair parts, tools and accessories. For more
information, please visit investors.customtruck.com.
The Company reported net losses of $21.28 million in 2020, $27.05
million in 2019, and $15.53 million in 2018. As of June 30, 2021,
Custom Truck had $2.70 billion in total assets, $437.08 million in
total current liabilities, $1.39 billion in total long-term
liabilities, and $873.88 million in total stockholders' equity.
DALTON CRANE: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
Dalton Crane, LC asks the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, for authority to use cash
collateral in accordance with the budget, with a 10% variance,
pending a final hearing.
The Debtor needs immediate authority to utilize cash collateral
subject to liens and claims of The First State Bank to continue its
operations in an orderly manner on a post-petition basis. The
Debtor intends to use cash collateral to operate in the ordinary
course of business during the bankruptcy case.
The obligation First State Bank are secured by a Commercial
Security Agreement dated January 5, 2021.
The FSB liens are senior to any other party in interest with regard
to the specified collateral -- but not with regard to purchase
money security interest liens of equipment forbearances having
first priority lien on particular purchased equipment.
The Debtor asserts FSB is adequately protected by its prepetition
liens on the Debtor's estate. In addition, the Debtor consents to a
replacement lien on all income from operations, proceeds from sale,
all accounts, deposits and securities. The Debtor agrees that any
post-petition income derived from post-petition operations -- will
be subject to the pre and post-petition liens and security
interests of FSB.
A copy of the motion is available at https://bit.ly/3irJHeA from
PacerMonitor.com.
About Dalton Crane, L.C.
Dalton Crane, L.C. is a company principally providing crane and
related services within the Texas oil and gas industry, typically
at wellhead or drill locations for oil and gas drilling and
operational businesses. Dalton's activities involve acquisition,
renting, operating and disposition of crane and related assets
currently deployed to various oil and gas operational cites within
south Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-33218) on October 1,
2021. In the petition signed by Joshua Dalton, CEO/member, the
Debtor disclosed $22,113,730 in assets and $14,515,457 in
liabilities.
Michael G. Colvard, Esq., at Martin & Drought, P.C. is the Debtor's
counsel.
DC TELECOMM: Seeks to Hire Berken Cloyes as Legal Counsel
---------------------------------------------------------
DC Telecomm, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to hire Berken Cloyes, PC to serve as
legal counsel in its Chapter 11 case.
The firm's services include:
a. providing legal advice to the Debtor with respect to its
powers and duties under the Bankruptcy Code;
b. advising the Debtor with respect to its responsibilities to
comply with the U.S. trustee's operating guidelines and reporting
requirements as well as the rules of the court;
c. preparing legal documents;
d. protecting the interests of the Debtor in all matters
pending before the court;
e. representing the Debtor in negotiation with its creditors
to prepare a plan of reorganization or other exit plan; and
f. assisting the Debtor in the preparation of reports of
operation and other relevant financial disclosures.
The firm's hourly rates are as follows:
Stephen Berken and Sean Cloyes $350 per hour
Associate Attorneys $300 per hour
Paralegals $125 per hour
Berken Cloyes received a retainer in the amount of $11,000. The
firm will also receive reimbursement for out-of-pocket expenses
incurred.
Stephen Berken, Esq., a partner at Berken Cloyes, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Sean Cloyes, Esq.
Stephen E. Berken, Esq.
Berken Cloyes PC
1159 Delaware St.
Denver, CO 80204
Tel: (303) 623-4357
Fax: (720) 554-7853
Email: sean@berkencloyes.com
stephenberkenlaw@gmail.com
About DC Telecomm LLC
La Veta, Colo.-based DC Telecomm, LLC is part of the Electrical
Contractors and Other Wiring Installation Contractors industry.
DC Telecomm filed its voluntary petition for Chapter 11 protection
(Bankr. D. Colo. Case No. 21-14940) on Sept. 28, 2021, listing
$509,400 in assets and $1,335,008 in liabilities. David Howard,
member and manager, signed the petition. Stephen Berken, Esq., at
Berken Cloyes, PC represents the Debtor as legal counsel.
DENARDO CAPITAL: Files Amended Plan; Confirmation Hearing Oct. 14
-----------------------------------------------------------------
DeNardo Capital Management LLC ("DCM") and DeNardo Capital II LLC,
("DCII," together with DCM, the "Debtors") submitted a First
Amended Disclosure Statement with respect to its First Amended
Joint Chapter 11 Plan dated September 30, 2021.
The Debtors believe that confirmation of the Plan provides the best
opportunity for maximizing recoveries for the Debtors' creditors.
The Plan provides that creditors will be paid from refinance
proceeds if the Debtors successfully navigate the Refinance Path,
and, if necessary, in the event of a sale to the Secured Creditors
pursuant to their Credit Bid Rights, the GUC Contribution
contributed by the Secured Creditors, in the priority established
under the Bankruptcy Code. Under the Plan, counsel for the Debtors,
as disbursing agent, will make distributions to creditors.
If the Refinance Path occurs, the Equity Interests in DC II and DCM
will retain their interest.
If the Sale Path occurs, under the Plan Class 3 (Secured Creditors'
Secured Claim) and Class 4 (General Unsecured Claims) in DC II's
Case are impaired and are entitled to vote on the Plan. If the
Refinance Path occurs or there is a sale to a third party in an
amount sufficient to pay DC II's creditors in full, the Class 5
(Equity Interests) in DC II's Case will retain such Interests.
Alternatively, if the Sale Path occurs and the foregoing conditions
are not met, Class 5 ( DC II Equity Interests) will not retain
their Equity Interests in DC II, but will receive distributions
under the Plan if there are excess cash proceeds if the Property is
sold to a third party or to the Secured Creditors pursuant to their
credit bid rights. Class 1 (Other Priority Claims), Class 2
(Westchester County and Local Real Estate Related Tax Secured
Claims) and Class 6 (DCM Other Priority Claims) are unimpaired and
conclusively deemed to have accepted the Plan. In DCM's case, Class
7 (Secured Claims against DCM) and Class 8 (Unsecured Claims
against DCM) are impaired and are entitled to vote on the Plan.
Class 9 (Interests in DCM) are deemed to have rejected the Plan.
Class 5 consists of Equity Interests in DC II. On the Effective
Date, if the Property is sold to a third-party or to the Secured
Creditors pursuant to a credit bid, all Interest Holders shall
retain the value of their Interests that may exist as to any
remaining balance of Cash, if any, after payment in full of all
Allowed Claims and Classes of Claims against the Debtors. The
Debtors shall remain responsible for either managing or winding
down their own affairs, without interfering with the Disbursing
Agent's performance under the Plan. In the event that the Debtors
successfully pursue the Refinance Path the Class 5 Holders of
Equity Interests shall retain their Interests. This Class is
unimpaired in Plan.
Class 6 consists of Other Priority Claims against DCM. Subject to
the provisions of the Plan with respect to Disputed Claims, in full
satisfaction of Class 6 Other Priority Claims against DCM, the
holders of Other Priority Claims against DCM shall receive the
following treatment: on the Effective Date, or as soon as possible
after such Claims become Allowed Claims, each holder of an Allowed
Claim in Class 6 shall receive payment from the Disbursing Agent,
only in the event creditors of DC II are paid in full and there are
excess proceeds, (i) in Cash, in the full amount of its Allowed
Other Priority Claim or a pro rata share, or (ii) as may be
otherwise agreed in writing between the Plan Proponent and the
holder of such Claim. This Class is impaired in Plan.
Payments under the Plan will be paid from either the Sale Proceeds,
Cash to be contributed by Secured Creditors, Cash to be contributed
by the Debtors, and Carve-outs to be provided by the Secured
Creditors.
The Bankruptcy Court has scheduled October 14, 2021, at 2:00 p.m.
as the hearing to consider confirmation of the Plan. The Bankruptcy
Court has directed that objections to confirmation of the Plan be
served and filed on or before October 11, 2021 at 5:00 p.m.
A full-text copy of the First Amended Disclosure Statement dated
September 30, 2021, is available at https://bit.ly/3a5yN9M from
PacerMonitor.com at no charge.
Counsel for the Debtors:
Dawn Kirb
KIRBY AISNER & CURLEY LLP
700 Post Road, Suite 237
Scarsdale, New York 10583
Tel. No.: (914) 401-9500
E-mail: dkirby@kacllp.com
About DeNardo Capital
DeNardo Capital II LLC owns a residential development project
located in Irvington, N.Y. DeNardo Capital Management LLC is its
sole member.
DeNardo Capital Management LLC and affiliate DeNardo Capital II LLC
sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case Nos.
21-22098) on Feb. 16, 2021. DCM estimated at least $10 million in
assets and liabilities as of the bankruptcy filing. Kirby Aisner &
Curley LLP, led by Dawn Kirby, Esq., serves as counsel to the
Debtors.
DJM HOLDINGS: Real Estate Values Surged; Expects $8K/month Revenue
------------------------------------------------------------------
DJM Holdings, Ltd., Submitted a First Amended Disclosure Statement
for the Chapter 11 Plan of Reorganization dated September 30,
2021.
This Amended Disclosure Statement and Plan is fundamentally
different from the Debtor's prior Plan. There are two principal
reasons for the fundamental difference, first, the rapid increase
in the value of real estate in Maple Heights and the surrounding
area and because of that increase, the Debtor's 2011 Confirmed Plan
makes sense going forward for the Debtor.
For several years, the only market for the Debtor's real estate was
investors who typically offer very low prices, however, recently,
and especially since the filing of the case the value of these
properties has increased significantly and at this point the
valuation set forth in the prior case reflect current values
according to realtors consulted by Debtor.
The real estate values in the Maple Heights area have surged in the
past 6 months. Therefore, the Debtor feels comfortable in raising
rents. The Debtor intends to at each lease renewal, raise rent by
$200. Once these increases are in place, Debtor's revenue will
increase by over $8,000 a month.
Therefore it makes sense to follow the terms of the Confirmed Plan
in Case No. 10-20758 and make up any missed payments over the next
nine years. Nine years is significant because Creditors have a
call on Dec. 31, 2031 based on the Confirmed Plan.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class Five General Unsecured Claims are impaired under the
Plan. Each holder of an allowed Class Five Claim shall be paid an
amount equal to 4% of its allowed claim, without interest beginning
in month 37 of the plan as set forth in the Debtor's projections.
The Debtor anticipates Class Five claims not to exceed $1,200,000.
The majority of Class 5 claimants are the unsecured amounts in the
properties owned by the Debtor. Class 5 claims are impaired and
therefore votes will be solicited from Class 5 claims.
* No claims of Shareholders will be paid. The principals of
Debtor, Martin and Deborah Maniaci, will contribute new value in
the amount of $1,000 to the Plan to compensate for their membership
interests.
The Debtor intends to fund the Plan from receipts of the business.
A full-text copy of the First Amended Disclosure Statement dated
September 30, 2021, is available at https://bit.ly/3mflBo8 from
PacerMonitor.com at no charge.
Attorney for DJM Holdings:
Glenn E. Forbes, Esq.
FORBES LAW LLC
Main Street Law Building
166 Main Street
Painesville, OH 44077
Voice: (440) 739-6211 ext 128
Voice: (440) 739-FORB (3672) ext 128
eFax: 1-850-988-7066
E-mail: gforbes@geflaw.net
bankruptcy@geflaw.net
About DJM Holdings
Concord-based DJM Holdings Ltd is the fee simple owner of 38
properties in Ohio, having a total current value of $1.02 million.
DJM Holdings sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ohio Case No. 21-10483) on Feb. 14, 2021. At the
time of the filing, the Debtor disclosed $1,144,439 in assets and
$2,816,538 in liabilities. Judge Arthur I. Harris oversees the
case. The Debtor is represented by Forbes Law, LLC.
DM LAND INC: Seeks to Hire S.J. Julian & Co as Accountant
---------------------------------------------------------
DM Land, Inc. seeks approval from the U.S. Bankruptcy Court for the
Northern District of New York to employ the office of S.J. Julian &
Co. as its accountant.
The Debtor will pay the firm at the rate of $175 per hour for
services rendered by Salvatore Julian and $800 per hour for
services rendered by non-accountant staff.
As disclosed in court filings, S.J. Julian & Co. and it's
associates do not have interests adverse to the Debtor, creditors
and other parties in interest.
The firm can be reached through:
Salvadore J. Julian
S.J. Julian and Company
2301 Country Club Rd.
Endicott, NY 13760
Phone: (607) 748-2255
Fax: (607) 748-8305
Email: salj@sjjco.com
About DM Land Inc.
DM Land, Inc. filed a petition for Chapter 11 protection (Bankr.
N.D.N.Y. Case No. 21-60358) on April 28, 2021, listing as much as
$500,000 in both assets and liabilities. Judge Diane Davis
oversees the case. Orville & McDonald Law, P.C. is the Debtor's
legal counsel.
DUNBAR PLAZA: Seeks Approval to Hire Michelle Steele as Bookkeeper
------------------------------------------------------------------
Dunbar Plaza, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of West Virginia to hire Michelle Steele,
a certified public accountant at Michelle Steele Accounting
Solutions, Inc.
Ms. Steele will provide bookkeeping services, including the
preparation of the Debtor's monthly operating reports.
As disclosed in court filings, Ms. Steele does not represent
interests adverse to the Debtor and its estate.
Ms. Steele can be reached at:
Michelle L. Steele, CPA
Michelle Steele Accounting Solutions, Inc.
5306 Dalewood Drive
Charleston, WV 25313
Phone: 304-553-2294
Email: michelle@mmtnb.com
About Dunbar Plaza Inc.
Dunbar, W.Va.-based Dunbar Plaza, Inc. filed a petition for Chapter
11 protection (Bankr. S.D. W.Va. Case No. 21-20221) on Sept. 23,
2021, listing as much as $10 million in both assets and
liabilities. Carl Higginbotham, president of Dunbar Plaza, signed
the petition.
Judge B. Mckay Mignault oversees the case.
The Debtor tapped Caldwell & Riffee, PLLC as its legal counsel and
Michelle Steele, a certified public accountant at Michelle Steele
Accounting Solutions, Inc., as its bookkeeper.
ELECTRON BIDCO: Moody's Assigns B2 CFR on CVC Capital Transaction
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
a B2-PD Probability of Default Rating to Electron BidCo Inc. (dba
"ExamWorks"). The ratings are being assigned in conjunction with
the pending leveraged buyout of the company. At the same time,
Moody's assigned a B1 rating to ExamWorks' proposed first lien
senior secured credit facilities, consisting of a $1.7 billion term
loan due 2028 and a $250 million revolver expiring in 2026. The
outlook is stable.
In June 2022, CVC Capital Partners ("CVC"), a private equity firm,
entered into a definitive agreement to acquire the majority
interest in ExamWorks from its existing owners Leonard Green &
Partners, L.P. ("LGP") and GIC Private Limited ("GIC"), both of
which will retain a minority stake in the company. The acquisition
will be financed with the proposed $1.7 billion in first lien term
loan, $62 million of borrowings under the revolving credit
facility, $540 million in second lien term loan (unrated), cash
from the balance sheet, along with new and existing 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 B2 CFR reflects the company's aggressive financial policies
given the significant increase in pro forma Moody's-adjusted debt
to EBITDA to 7.6x from approximately 5.8x at June 30, 2021,
following the leveraged buyout. Supportive rating factors include
the company's proven track record of deleveraging through EBITDA
growth, good cash flow generation (in the range of $70 to $80
million per year), leading market share of the independent medical
examination industry, and growing EBITDA margins. Over the next 12
to 18 months, Moody's expects ExamWorks to demonstrate
mid-single-digit revenue growth at stable margins allowing it to
de-lever below 6.5x.
Following is a summary of Moody's rating actions for Electron BidCo
Inc.:
New Assignments:
Corporate Family Rating, assigned B2
Probability of Default Rating, assigned B2-PD
First lien senior secured revolving credit facility expiring in
2026, assigned B1 (LGD3)
First lien senior secured term loan due 2028, assigned B1 (LGD3)
Outlook Actions:
Issuer: Electron BidCo 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 ExamWorks Group, Inc.
have not been changed and will be withdrawn upon close of the
transaction.
RATINGS RATIONALE
ExamWorks' B2 Corporate Family Rating reflects its very high
financial leverage with pro forma Moody's adjusted debt/EBITDA of
7.6x for the twelve months ended June 30, 2021. The rating also
reflects elevated financial risk associated with its private equity
ownership evidenced by aggressively high initial debt levels
following the leveraged buy-out, as well as a track record of
debt-funded acquisitions. ExamWorks' rating is also constrained by
its vulnerability to regulatory reviews. However, ExamWorks
benefits from its leading market share of the independent medical
examination (IME) industry, solid EBITDA margins and diversity of
its customer base through adjacent service offerings around the IME
core. While the company operates in a fragmented market, it is
significantly larger than its nearest competitor. ExamWorks' rating
is also supported by its national footprint, with presence in all
US states, as well as businesses in the UK, Canada and Australia.
Governance was a key driver in this rating action, as Moody's
expects ExamWorks' financial policies to remain aggressive under
private equity ownership and anticipates the company could incur
debt to fund acquisitions if a suitable opportunity arose. Moody's
believes management's strategy will be to supplement organic growth
with tuck-in acquisitions given the very fragmented nature of the
market.
Moody's expects ExamWorks to maintain good liquidity over the next
12 to 18 months. Cash balances will be approximately $30 million at
the close of the transaction, and Moody's expects company's annual
free cash flow to be over $70 million over the next 12 to 18
months, which will be sufficient to cover mandatory interest
payments and debt amortization. ExamWorks' liquidity is further
supported by $250 million revolving credit facility, expiring in
2026, which Moody's expects will have roughly $62 million drawn at
close of the transaction. The company's secured revolver is subject
to maximum total 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 company
will continue to generate solid free cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if ExamWorks experiences continued
favorable growth in both revenues and EBITDA. Additionally, a
strong liquidity profile and debt-to-EBITDA sustained below 5.0
times could support an upgrade.
The rating could be downgraded if pricing of ExamWorks' services
face downward pressure or significant client losses result in
declining revenues or operating profits. Additionally, aggressive
financial policies that weaken credit metrics, or a deterioration
in the company's liquidity profile, could result in a downgrade. If
the company sustains debt to EBITDA greater than 6.5 times for more
than 12-18 months, a downgrade is possible.
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 $300 million and
100% of trailing four quarter EBITDA, plus an amount of available
capacity under the general debt basket, plus an additional amount
subject to 5.5x pro forma First Lien Net Leverage Ratio (if pari
passu secured). Amounts up to the greater of $150 million and 50%
consolidated EBITDA may be incurred with an earlier maturity date
than the initial term loans.
There are no express "blocker" provisions which prohibit the
transfer of specified assets to unrestricted subsidiaries; such
transfers are permitted subject to carve-out capacity and other
conditions.
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, subject to
protective provisions which restrict guarantee releases if the
subsidiary remains majority owned and either (i) the transaction
was undertaken for the sole purpose of causing such guarantor to
cease to be a wholly-owned, or (ii) the other equity owners of the
subsidiary are affiliates of the borrower. 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 Atlanta, GA, and Sarasota, FL, Electron BidCo Inc.
(dba "ExamWorks") is a leading provider of independent medical
examinations (IME), consisting of peer reviews, bill reviews,
Medicare compliance services and IME-related services, operating
out of over 171 service centers across the United States, United
Kingdom, Australia, and Canada. These services are provided to the
insurance and legal industries, third-party administrators,
self-insured parties and federal and state agencies. Examinations
pertain largely to workers' compensation, automobile, disability
and group health claims. Following the LBO, the company will be
privately-owned by financial sponsors CVC Capital Partners ("CVC"),
along with minority stake retained by Leonard Green & Partners,
L.P. ("LGP") and GIC Private Limited ("GIC"). For the last twelve
months ended June 30, 2021 the company generated revenues of
approximately $1.5 billion.
EVERBUILDING GROUP: Seeks to Hire Lefkovitz & Lefkovitz as Counsel
------------------------------------------------------------------
Everbuilding Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Tennessee to employ Lefkovitz &
Lefkovitz, PLLC to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. advising the Debtor as to its rights, duties and powers under
the Bankruptcy Code;
b. preparing and filing statements of financial affairs,
bankruptcy schedules, Chapter 11 plan and other documents;
c. representing the Debtor at all hearings, meetings of
creditors, conferences, trials, and any other proceedings; and
d. performing other necessary legal services.
The firm's hourly rates are as follows:
Attorneys $350 to $525 per hour
Paralegals $125 per hour
Lefkovitz received from the Debtor a retainer of $5,000. The firm
will also receive reimbursement for out-of-pocket expenses
incurred.
Steven Lefkovitz, Esq., a partner at Lefkovitz, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Steven L. Lefkovitz, Esq.
Lefkovitz & Lefkovitz, PLLC
618 Church Street, Suite 410
Nashville, TN 37219
Tel: (615) 256-8300
Fax: (615) 255-4516
Email: slefkovitz@lefkovitz.com
About Everbuilding Group Inc.
EverBuilding Group, Inc. filed a petition for Chapter 11 protection
(Bankr. M.D. Tenn. Case No. 21-02847) on Sept. 17, 2021, disclosing
under $1 million in both assets and liabilities. Judge Marian F.
Harrison oversees the case. The Debtor is represented by Steven L.
Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC.
FABMETALS INC: Seeks to Hire Kentner Sellers as Accountant
----------------------------------------------------------
Fabmetals, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Ohio to employ Kentner Sellers, LLP as its
accountant.
The firm's hourly rates are as follows:
Partners $300 per hour
Staffs $112 to $150 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Michael Wardley, a partner at Kentner Sellers, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael G. Wardley
Kentner Sellers LLP
801 Falls Creek Drive
Vandalia, HO 45377
Tel: (937) 898-1376
Fax: (937) 898-1516
About FabMetals Inc.
New Carlisle, Ohio-based FabMetals, Inc. filed a petition for
Chapter 11 protection (Bankr. S.D. Ohio Case No. 21-31583) on
Sept.
17, 2021, listing as much as $10 million in both assets and
liabilities. Judge Guy R. Humphrey oversees the case.
Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A. and
Kentner Sellers, LLP serve as the Debtor's legal counsel and
accountant, respectively.
Security National Bank, a Division of The Park National Bank, as
lender, is represented by Vorys, Sater, Seymour and Pease, LLP.
FIRST SUNNY: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: First Sunny Investments, LLC
18911 Collins Ave #3204
Sunny Isles Beach, FL 33160
Case No.: 21-19620
Chapter 11 Petition Date: October 4, 2021
Court: United States Bankruptcy Court
Southern District of Florida
Debtor's Counsel: Thomas L. Abrams, Esq.
GAMBERG & ABRAMS
633 S. Andrews Av.
Suite 500
Fort Lauderdale, FL 33301
Tel: (954) 523-0900
Email: tabrams@tabramslaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Boris Ovrutsky as authorized
representative.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/F2JVWDQ/FIRST_SUNNY_INVESTMENTS_LLC__flsbke-21-19620__0001.0.pdf?mcid=tGE4TAMA
FOOT LOCKER: Moody's Rates New $400MM Senior Unsecured Notes 'Ba2'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Foot Locker,
Inc.'s proposed $400 million senior unsecured notes offering.
Moody's also affirmed Foot Locker's existing ratings, including its
Ba1 corporate fating rating, Ba1-PD probability of default rating,
and Ba2 existing senior unsecured notes rating. The speculative
grade liquidity rating remains SGL-1 and the outlook remains
stable. Proceeds from the planned senior unsecured notes issuance
will be used for general corporate purposes.
Assignments:
Issuer: Foot Locker, Inc.
Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4)
Affirmations:
Issuer: Foot Locker, Inc.
Corporate Family Rating, Affirmed Ba1
Probability of Default Rating, Affirmed Ba1-PD
Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 to (LGD4)
from (LGD5)
Outlook Actions:
Issuer: Foot Locker, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Foot Locker's Ba1 CFR reflects its solid credit metrics and low
level of funded debt, with pro forma lease-adjusted debt/EBITDAR of
around 1.9x and EBIT/interest expense of 6.8x as of the twelve
months ended July 31, 2021. Foot Locker has significant cash
balances and excess revolver availability which more than cover its
working capital and capital expenditures as well as relative to its
pro forma low funded debt level of $498 million. The company's
well-recognized brand names, meaningful scale, geographic
diversification are also key rating considerations. Key constraints
include the company's high vendor concentration, which elevates the
impact of any adverse changes in vendor relationships, and its
narrow focus on the fashion-sensitive premium athletic footwear and
apparel market. Also considered are the company's financial policy
that includes a conservative leverage profile and typically favors
share repurchases and dividends.
The stable outlook reflects Moody's expectation that financial
performance will remain solid over the next 12-18 months and that
Foot Locker's financial strategies will remain balanced including
maintaining moderate debt balances and using excess free cash flow
for dividends and share repurchases.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is unlikely until Foot Locker reduces its reliance on
NIKE (whose products currently account for approximately three
quarters of its revenue), articulates clear financial policies that
would be consistent with an investment grade rating, commits to
maintaining an investment grade capital structure, and enhances its
product diversification. In addition, an upgrade would require the
company to maintain lease-adjusted debt/EBITDAR below 3 times.
The ratings could be downgraded if Foot Locker's financial policy
becomes more aggressive, including debt-financed share repurchases
or acquisitions, or if liquidity weakens. An adverse change in the
Company's operating environment could also pressure the ratings,
including a deterioration in operating margins or its relationship
with NIKE, or through a significant and lasting shift in consumer
preference away from premium athletic shoes, which represent an
important and high-margin part of the business. Quantitatively, the
ratings could be downgraded if lease-adjusted debt/EBITDAR is
sustained above 3.5 times or EBIT/interest expense falls below 3.5
times.
Headquartered in New York, NY, Foot Locker, Inc. is a specialty
athletic retailer that sells footwear, apparel, and accessories
through approximately 2,900 stores in 27 countries in North
America, Europe, Asia, Australia, and New Zealand, as well as its
websites and mobile apps. Banners include Foot Locker, Lady Foot
Locker, Kids Foot Locker, Champs Sports, Eastbay, Footaction and
Sidestep. Revenues for the twelve months ended July 31, 2021 were
around $8.7 billion.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
GAINCO INC: Has Cash Collateral Access Pending Final Hearing
------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Gainco, Inc. to use cash collateral on
an temporary basis, pending final hearing, to avoid irreparable
harm to the Debtor and its estate.
The Debtor shall expend cash collateral pursuant to the terms of
the interim order and the budget. The budget provided for $186,458
in total operating expenses for October 2021.
The Court further ruled that:
a. the Debtor may pay this month:
* Traditions Commercial Finance, LLC $15,000 as adequate
protection payment, to be applied pursuant to the
parties' settlement agreement incorporated into Debtor's
proposed plan of reorganization;
* First Community Bank (FCB) $2,101 pursuant to FCB's
setoff right and also as an adequate protection payment;
* the Law Offices of William B. Kingman, P.C. $5,000 in
postpetition retainer; and
* Ruble, Leadbetter & Associates P.C., its accountant,
$5,000 in postpetition retainer;
b. Parties-in-interest to the cash collateral such as: (i)
Yellowstone Capital LLC; (ii) Traditions; (iii) Payroll Funding
Company LLC; (iv) CHTD Company; (v) FCB, and (vi) Affiliated
Funding Corporation are granted a valid and perfected replacement
lien and security interest on all of Debtor's accounts, receivables
and proceeds thereof to the extent acquired after the Petition
Date, to secure payment of cash collateral used by Debtor, if any,
and any diminution in value of the cash collateral.
c. The ad valorem tax liens currently held by San Patricio County
incident to any real property or tangible personal property shall
neither be primed by nor subordinated to any liens granted in the
current order.
A copy of the seventh interim order is available for free at
https://bit.ly/3l3QNaB from PacerMonitor.com.
A continued hearing on use of cash collateral will be held on
November 5, 2021 at 10 a.m. Parties may appear appear
telephonically at this hearing, and also may appear via video.
About Gainco, Inc.
Gainco, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-21122 on April 30,
2021. In the petition signed by Theresa Nix, president, the Debtor
disclosed up to $1 million in assets and up to $10 million in
liabilities.
Judge David R. Jones oversees the case.
The Law Offices of William B. Kingman, P.C. is the Debtor's
counsel.
GENTIVA HEALTH: Moody's Ups CFR to Ba2 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgrades Gentiva Health Services, Inc.'s
(dba Kindred at Home, or KAH) Corporate Family Rating to Ba2 from
B1, Probability of Default Rating to Ba2-PD from B1-PD, and the
first lien senior secured credit facilities to Ba2 from B1. The
rating outlook is stable. At the same time, Moody's assigned a
Speculative Grade Liquidity Rating of SGL-1 (very good). The rating
actions conclude the review of Gentiva's ratings initiated on April
28, 2021.
The upgrade reflects KAH's strong stand-alone performance including
revenue growth and cost control measures resulting in solid free
cash flow generation which supports its very good liquidity. KAH is
experiencing labor pressures, but Moody's does not forecast a
material impact at this time. Governance was considered a key
rating factor as KAH was acquired by Humana in August, so it is now
part of a larger, more diversified, higher rated company (Humana
Inc., Baa3 stable). While the upgrade does not contemplate support
from Humana, Moody's recognizes that KAH is now part of the larger
organization and indirectly benefits from Humana's ownership even
though the debt is not guaranteed. Moody's also notes that KAH has
been paying down debt of roughly $125 million per quarter, which
Moody's expect would continue and is considered a positive
governance factor. The rating also does not reflect the possible
spin off or sale of the hospice and community care assets, and
instead reflects the combined home health and hospice/ community
care assets. Any divestiture of the hospice/ community care assets
would trigger the requirement within the credit agreement to repay
the debt and as a consequence could result in a different rating
outcome.
The stable outlook reflects the favorable fundamental outlook for
the business and the expectation that KAH will continue to generate
very strong free cash flow. The outlook does not reflect the
possible spin off.
The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation that KAH will maintain very good liquidity, supported
by an undrawn $350 million revolving credit facility, other than
$78.5 million in outstanding LCs at June 30, 2021, large cash
position at around $200 million dollars, and consistently positive
free cash flow.
Ratings Upgraded:
Gentiva Health Services, Inc.
Corporate Family Rating, upgraded to Ba2 from B1
Probability of Default Rating, upgraded to Ba2-PD from B1-PD
Senior secured first lien credit facilities, upgraded to Ba2 (LGD4)
from B1 (LGD3)
Assignments:
Speculative Grade Liquidity Rating assigned at SGL-1
Outlook action:
Outlook, changed to Stable from ratings under review.
RATINGS RATIONALE
KAH's Ba2 rating reflects the company's strong operating
performance, and KAH's good scale, with roughly $3 billion of
revenue, in an industry with good long-term demand fundamentals.
KAH has minimal capital expenditures and cash taxes due to large
net operating losses (NOLs), which allows KAH to generate
substantial free cash flow. KAH's free cash flow has allowed them
to pay down debt of roughly $125 million per quarter, which Moody's
expect they would continue to do and will result in leverage of
approximately 3.0x for FYE 2021. Further, as part of Humana, KAH
indirectly benefits from being part of a larger, more diversified,
higher rated company, despite the lack of a guarantee from their
parent.
The rating profile is constrained by the high exposure to Medicare
and Medicaid in the home care and hospice businesses as well as the
considerable risk of adverse government reimbursement changes. KAH,
like many other healthcare services businesses, is also facing
labor pressure with nursing shortages, which should result in some
additional expenses to recruit and retain staff. Wage pressure is
impacting all front-line workers including the staff in the hospice
and personal care businesses. Further, Moody's anticipates that the
company will continue to be acquisitive as it expands its home care
and hospice businesses.
Moody's considers coronavirus to be a social risk given the risk to
human health and safety. Aside from coronavirus, KAH faces other
social risks as well, such as the rising concerns around the access
and affordability of healthcare services. However, Moody's does not
consider home health to face the same level of social risk as
hospitals because care at home is viewed as an affordable
alternative to hospitals or skilled nursing facilities. Further,
given its high percentage of revenue generated from Medicare and
Medicaid, KAH is exposed to regulatory changes. KAH is also exposed
to wage inflation, particularly as it must maintain a large
workforce with both skilled labor (nurses, therapists), of which
there are shortages, and unskilled labor, which is experiencing
rising minimum wage in certain markets. In terms of governance,
Moody's expects considerably more conservative financial policies
now that it is under full Humana ownership.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company is expected to sustain
debt/EBITDA below 2.5x. Additionally, continued growth without
operating disruptions or margin decline would be required for an
upgrade.
The ratings could be downgraded if leverage is not expected to
remain below 3.5x, while generating solid growth, or if there is
material weakening of liquidity. Additionally, the rating could be
downgraded if the spin-off of the hospice and community care assets
results in a less diversified platform without the support of
Humana.
Gentiva Health Services, Inc. (doing business as Kindred at Home)
is one of the largest home health, hospice and related services
operators in the US. Gentiva is owned by Humana Inc. Revenues are
approximately $3 billion LTM June 30, 2021.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
GOLDEN 8 MAPLE: Unsecured Creditors Will Get 94.69% of Claims
-------------------------------------------------------------
Golden 8 Maple LLC filed with the U.S. Bankruptcy Court for the
Eastern District of New York a Disclosure Statement and Plan.
The Debtor has been in the real estate business since December 20,
2016. It owns the property located at 134-38 Maple Ave., Flushing,
NY 11355. Due to the COVID-19 pandemic, the Debtor was unable to
obtain financing to satisfy Mohammad A. Malik's secured mortgage
and note. The total amount of secured loan principal is
$18,300,000.00 with a total default 24% interest $8,080,000.00
since June 5, 2020.
The total amount of secured debt is $26,380,000. Further, there
are non-priority unsecured creditors' loan. Each loan's simple
annual interest rate is 2%. Thus, the total amount of non-priority
unsecured debt is $2,028,091. On or about Aug. 6, 2020, the secured
creditor Mohammad A. Malik filed foreclosure action against the
Debtor. The Honorable Leonard Livote, Acting Justice of the Supreme
Court appointed Stephanie S. Goldstone as the Receiver on Sept. 14,
2020. The Debtor is seeking protection under Chapter 11.
The Plan proposed to pay creditors from an infusion of capital,
loan proceeds, cash flow from operations, and future income. The
refinancing can only be achieved through an infusion of capital to
be made by the members of the Debtor if this plan of reorganization
is approved. Once the Debtor is able to refinance the property, the
Debtor intends to satisfy the classes of priority claims, classes
of secured claims, and classes of non-priority unsecured claims.
Class 2 Secured claim holder Mohammad A. Malik is impaired by this
Plan. Mohammad A. Malik will be paid in full principal $18,300,000.
The adjusted secured debt will be paid in full, in cash of a total
value $19,764,000 on or about Jan. 5, 2022, while the Debtor's
property can be refinanced and this claim holder Mohammad A. Malik
can be fully paid from the loan proceeds of a refinancing.
To achieve refinancing, 201 46 Liberty LLC will invest $9,000,000
by selling the property located at 201 46th Street, Brooklyn, New
York. The new Investor 201 46 Liberty monies totaling $9,000,000
will be available on or about October 5, 2021. 201 13 Liberty LLC
is related to the Debtor's members.
Class 3 Non-priority unsecured creditors will be impaired. This
Class will be paid in full, in cash of a total value $1,920,300
(without 2% simple annual interest) instead of $2,028,091 on or
about Jan. 5, 2022, while the Debtor's property is refinanced. This
Class will receive a distribution of 94.69% of their allowed
claims.
Class 4 Equity security holders of the Debtor will be impaired.
This Class will have no repayment until Class 1, Class 2, and Class
3 are satisfied. The Debtor will continue the operation of the
regular business during the Plan.
The adequate means for implementation of the Plan include: (1)
infusion of capital by new investor 201 46 Liberty LLC with a total
amount of $9,000,000.00 on or about October 5, 2021 and refinance
$13,000,000.00 as a bank loan on or about January 5, 2022.
A full-text copy of the Disclosure Statement dated September 30,
2021, is available at https://bit.ly/2ZSHzGd from PacerMonitor.com
at no charge.
About Golden 8 Maple
Golden 8 Maple LLC is engaged in activities related to real estate.
The Company owns a real property located at 134-38 Maple Ave.,
Flushing, NY valued at $22.5 million (using potential transaction
valuation method).
The Debtor filed Chapter 11 Petition (Bankr. E.D.N.Y. Case No.:
21-42452) on September 28, 2021. Hon. Jil Mazer-Marino oversees the
case. Sang J. Sim, Esq. of SIM DEPAOLA, LLP is the Debtor's
Counsel.
In the petition signed by Xiangyu Cao, managing member, the Debtor
disclosed up to $22,691,000 in assets and up to $28,408,091 in
liabilities.
GREATER WORKS: Nov. 2 Plan & Disclosure Hearing Set
---------------------------------------------------
On Sept. 24, 2021, Debtor Greater Works Childcare and Community
Development Inc. filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a Disclosure Statement and Chapter 11
Plan.
On Sept. 28, 2021, Judge James R. Sacca conditionally approved the
Disclosure Statement and ordered that:
* Oct. 29, 2021, is fixed as the last day for filing written
acceptances or rejections of the Plan.
* Nov. 2, 2021, at 10:30 a.m. is the telephonic hearing for
announcements on final approval of the conditionally approved
Disclosure Statement and for confirmation of the Plan.
* Oct. 29, 2021, is fixed as the last day for filing and
serving written objections to the conditionally approved Disclosure
Statement and confirmation of the Plan.
A copy of the order dated September 28, 2021, is available at
https://bit.ly/3otRhJ9 from PacerMonitor.com at no charge.
About Greater Works Childcare
and Community Development
Greater Works Childcare and Community Development Inc., owner of a
day-care facility in Lilburn, Georgia, filed a voluntary petition
for Chapter 11 protection (Bankr. N.D. Ga. Case No. 20-72185) on
Nov. 30, 2020, listing as much as $1 million in both assets and
liabilities. Judge James R. Sacca oversees the case. Paul Reece
Marr, P.C., serves as the Debtor's legal counsel.
GREENKARMA LLC: Second Modified Plan Confirmed by Judge
-------------------------------------------------------
Judge Stacey L. Meisel has entered an order confirming the Second
Modified Small Business Plan of Reorganization of GreenKarma, LLC.
The Court has determined after hearing on notice that the
requirements for confirmation set forth in requirements of Section
1191(a) of the Bankruptcy Code, have been satisfied.
Notwithstanding anything to the contrary in the Debtor's Plan or
the Bankruptcy Code, the Debtor shall act as the disbursing agent
under the Plan.
Counsel for GreenKarma:
David L. Stevens, Esq.
Scura, Wigfield, Heyer,
Stevens & Cammarota, LLP
1599 Hamburg Turnpike
Wayne, New Jersey 07470
Telephone: 973-696-8391
Email: dstevens@scura.com
About GreenKarma LLC
GreenKarma, LLC, d/b/a Baby Mantra, filed a petition under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.N.J.
Case No. 21-11823) on March 5, 2021 in the U.S. Bankruptcy Court
for the District of New Jersey.
As of the Petition Date, the Debtor estimated up to $50,000 in
assets and between $500,000 to $1 million in liabilities. The
petition was signed by Nupoor Patel, managing member of Continental
Brands LLC. Judge Stacey L. Meisel is assigned to the case. Scura,
Wigfield, Heyer, Stevens & Cammarota, LLP represents the Debtor as
counsel.
Counsel for Swift Financial, LLC, as servicing agent for WebBank:
Sergio I. Scuteri, Esq.
CAPEHART & SCATCHARD, P.A.
8000 Midlantic Dr., Suite 300S
P.O. Box 5016
Mt. Laurel, NJ 08054-5016
Telephone: 856-914-2046
GRUPO AEROMEXICO: Experts Return to Profitability in 2022
---------------------------------------------------------
Jay Singh of Simple Flying reports that Aeromexico has filed its
reorganization plan under its Chapter 11 bankruptcy filing. As the
airline prepares to come out of the crisis, it is banking on an
ongoing recovery that will see the airline become profitable as
soon as next year and start to rebuild its fleet and its network.
Here are the highlights.
The Mexican flag carrier outlined its projected consolidated
financial summary for the next few years in its filing. In 2021,
the airline expects to turn a net loss but expects to return to
profitability in 2022 and grow its profits through 2025.
The crucial part of Aeromexico's profitability is the continuing
recovery in revenue. Aeromexico primarily rakes in money from
flying passengers, and that will be the most significant portion of
the carrier's expected operating revenue in the years to come.
Aeromexico has also benefited from reducing its operating expenses
through the reorganization process, which will also certainly
help.
About Grupo Aeromexico
Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) --
https://www.aeromexico.com/ -- is a holding company whose
subsidiaries are engaged in commercial aviation in Mexico and the
promotion of passenger loyalty programs.
Aeromexico, Mexico's global airline, has its main hub at Terminal 2
at the Mexico City International Airport. Its destinations network
features the United States, Canada, Central America, South America,
Asia and Europe.
Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.
The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy
counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co
US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial
advisor and investment banker. White & Case LLP, Cervantes Sainz
S.C. and De la Vega & Martinez Rojas, S.C., serve as the Debtors'
special counsel. Epiq Corporate Restructuring, LLC is the claims
and administrative agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors on July 13, 2020. The committee is represented
by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP.
GULF FINANCE: Moody's Puts Caa3 CFR Under Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed Gulf Finance, LLC's ratings on
review for upgrade. Gulf's ratings on review include its Caa3
Corporate Family Rating, Caa3-PD Probability of Default Rating, and
Caa3 senior secured term loan rating. Moody's assigned a Caa3
rating to Gulf's proposed senior secured term loan due 2026 and
placed this rating under review for upgrade.
"The placement of Gulf Finance's ratings on review for upgrade
reflect the sponsor's contemplated conversion of debt to equity and
contribution of equity to support debt repayment as part of its
proposed transaction," said Jonathan Teitel, a Moody's analyst.
"The transaction would result in meaningful improvement in
leverage, extension of the debt maturity profile and reduced
default risk."
On Review for Upgrade:
Issuer: Gulf Finance, LLC
Probability of Default Rating, Placed on Review for Upgrade,
currently Caa3-PD
Corporate Family Rating, Placed on Review for Upgrade, currently
Caa3
Senior Secured Term Loan, Placed on Review for Upgrade, currently
Caa3 (LGD4)
Assignments:
Issuer: Gulf Finance, LLC
Senior Secured Term Loan, Assigned Caa3 (LGD4); Placed Under
Review for Upgrade
Outlook Actions:
Issuer: Gulf Finance, LLC
Outlook, Changed To Rating Under Review From Negative
RATINGS RATIONALE/ FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Gulf's ratings review reflects the proposed transaction whereby the
sponsor would convert debt to equity and contribute equity to
support debt repayment. Moody's expects to conclude the review
after the transaction closes in the fourth quarter and the amount
of new term loans due 2026 is known. Subject to the transaction
closing with the proposed terms which Moody's reviewed, Moody's
believes that Gulf's ratings would be upgraded to a B3 CFR, a B3-PD
PDR, a Caa1 senior secured term loan due 2026, and a Caa2 senior
secured term loan due 2023 (to the extent a small stub remains)
with a stable outlook.
The proposed transaction would result in meaningful improvement in
debt/EBITDA, an extension of the debt maturity profile and reduced
default risk. The extended debt maturity profile would provide the
company with increased visibility to further reduce leverage.
Moody's expects leverage to further improve as (1) volumes continue
to recover from the pandemic, increasing EBITDA; (2) the term loan
balance decreases from mandatory amortization and 100% of excess
cash flow swept toward repayment; and (3) the company benefits from
growth initiatives, driving higher EBITDA.
Gulf is seeking consent from lenders to amend its existing term
loan due August 2023 and to exchange these loans into new term
loans due August 2026. Lenders that agree to exchange their term
loans into new term loans would also receive partial repayment
using $181 million of equity contributed by ArcLight. ArcLight
would convert the $144 million of Gulf's term loan that it owns to
equity. The aggregate term loan outstanding would be reduced from
$1.05 billion to about $723 million. In addition to a 3-year
extension, the new term loan would have a 100% excess cash flow
sweep irrespective of leverage. The interest rate on the new term
loan would be higher than the rate on the existing term loan. A
condition to closing on the new term loans is that the ABL revolver
(which matures in December 2021) be extended or refinanced with a
facility that has a tenor of at least three years from the date of
the exchange.
The minimum participation threshold for the transaction to close is
98% in principal of the term loans though this can be changed by a
required lender vote. While not expected, meaningful changes to
this threshold could result in lower ratings than those noted
above. At a B3 CFR, the rating would be weakly positioned because
of the necessary time and risks to achieve leverage reduction.
Addressing any stub term loan before debt goes current would be
important to maintain adequate liquidity and to mitigate downward
ratings pressure. Moody's expects to temporarily append an "/LD"
designation to the PDR, indicating limited default, when the
transaction closes. Moody's considers the transaction to be a
default under its definitions. The LD designation would be removed
shortly afterwards.
Any term loans due 2023 that remain outstanding would have many
covenants removed.
As of June 2021, the ABL revolver had a borrowing base of about
$440 million with $265 million of outstanding borrowings on the
facility. Also, $102 million in letters of credit were outstanding
under the revolver.
Gulf's senior secured term loan has a second priority lien behind
the revolver with respect to the more liquid ABL priority
collateral which includes accounts receivable and inventories. The
proposed amendment to the intercreditor agreement among term loan
lenders provides that in the event of a payment default, the new
term loans due 2026 would be repaid ahead of any stub term loans
due 2023 in the payment waterfall.
Gulf, headquartered in Wellesley, Massachusetts, is a refined
products terminals, storage and logistics business and a
distributor of both branded and unbranded petroleum products in the
US. The company is privately owned by ArcLight Capital Partners.
The principal methodology used in these ratings was Midstream
Energy published in December 2018.
HEALTHEQUITY INC: Moody's Assigns 'B1' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned to HealthEquity, Inc. a B1
corporate family rating, a B1-PD probability of default rating and
a B3 rating to its proposed senior unsecured notes due 2029. The
speculative grade liquidity rating is SGL-1. The outlook is
stable.
The net proceeds of the proposed notes, a proposed $1,350 million
senior secured credit facility (unrated) consisting of a $350
million term loan and $1,000 revolver, both due 2026, and cash will
be used to refinance the company's existing debt.
Moody's expects HealthEquity, a first-time issuer, will demonstrate
a high level of governance transparency typical of publicly-traded
companies, but will also pursue opportunistic financial strategies
featuring acquisitions funded with internally-generated free cash
flow, as well as incremental debt and equity proceeds. These
governance matters are key considerations to the assigned B1 CFR.
RATINGS RATIONALE
The B1 CFR reflects HealthEquity's high financial leverage, with
debt to EBITDA of about 5.0 times as of July 31, 2021, pro forma
for the proposed financing, and modest revenue scale, with less
than $800 million in the LTM period. HealthEquity has a short
history operating with its current roster of products and services.
Its acquisition of WageWorks, Inc. in August 2019 for $1.6 billion
(net of cash acquired) more than doubled its revenue size and
extended its product portfolio. There are integration risks from
its pending acquisition of Further, expected to close later this
year, for $500 million. Financial leverage as measured by EBITDA
less capitalized software costs to debt is over 7.0 times, which is
very high compared to many other services industry issuers also
rated in the B1 category. However, other credit metrics, including
EBITDA less capital expenditures (including capitalized software
costs) to interest expense expected to be greater than 6.0 times
and free cash flow to debt approaching 10%, are solid for the B1
rating. Profit margins are strong, with EBITDA margins in a high
20s percent range anticipated. Around $60 million a year of
expected capitalized software costs reflect ongoing investments in
internal systems and its customer portal. Given the high $754
million cash balance as of July 31, 2021, HealthEquity has ample
cash to fund the Further acquisition without incurring additional
debt.
Unless otherwise noted, all financial metrics cited reflect Moody's
standard adjustments.
HealthEquity's credit profile is supported by the company's
position as the largest custodian of health savings accounts
("HSAs") in the US, with approximately 6.0 million HSA members and
custody of about $15.5 billion in HSA assets, and leadership
position administering other consumer-directed benefits ("CDBs")
offered by employers, providing very good revenue visibility and
stability since HSAs and CDBs provide a highly-recurring source of
service revenue.
Anticipated mid-single digit organic revenue growth is supported by
Moody's expectation for high-deductible employer-sponsored medical
benefit plans to continue to gain market share, driving demand for
HSAs, which create a tax-advantaged path for consumers to finance
annual deductibles and co-payments. HealthEquity's revenue sources
include service fees paid by employers on a per employee basis
subject to multi-year contacts, custody fees that grow with account
balances and interchange fees based upon account transactions and
usage. Therefore, increases in HSA account balances driven by
growth in members and higher average balances per member provide
revenue growth support. Likewise, the tax-advantaged nature of many
CDBs supports growth in adoption of these benefits by employees.
Demand for both HSAs and CDBs should grow as consumers become
educated about the tax-advantaged nature of the products, which is
a compelling economic rationale for many individuals to adopt
them.
Moody's considers the HSA and CDB markets competitive and evolving.
HealthEquity competes with much larger companies, including
Fidelity Investments, Inc. (unrated), Optum (a subsidiary of
UnitedHealth Group Incorporated, A3 stable) and Webster Financial
Corporation (Baa1, on review for downgrade).
HealthEquity sells directly to employee benefit sponsor companies,
as well as indirectly through health plans, benefits
administrators, benefits brokers and consultants, and retirement
plan recordkeepers. HealthEquity HSA and CDB are offered through
approximately 100,000 employers and 174 network partners in the US,
providing a strong base from which to compete with the larger
players.
The addition of Further's private-label HSA and CDB solutions,
deployed in the cloud, expands HealthEquity's reach to a growing
network of health plan, retirement plan, benefits administration,
and other go-to-market partners. Further also provides
employer-funded Voluntary Employees' Beneficiary Association (VEBA)
trust administration, expanding HealthEquity's addressable market.
Governance considerations are a key driver of the B1 CFR. As a
public company, HealthEquity reports quarterly financial results
and an annual audit with a high level of transparency.
Historically, HealthEquity has operated with high financial
leverage, while engaging in M&A. HealthEquity has grown rapidly
through acquisitions, so Moody's expects additional acquisitions.
The large $1 billion revolver could be used to fund purchases.
Moody's also considers HealthEquity's financial strategies balanced
and anticipates that HealthEquity will use both debt and equity
sources to fund purchases. A mix of debt and equity sources were
used to complete the acquisitions of WageWorks, Inc. in 2018 and
Further, expected to close later this year. HealthEquity raised
about $450 million from a sale of common stock in February. The
company does not pay dividends and does not engage in material
share repurchase activity. HealthEquity has a publicly stated a
target of maximum gross leverage (as defined by the company) of
less than 3 times.
In 2018, before it was acquired by HealthEquity, WageWorks, Inc.
restated its financial reporting for 2016 and 2017 after an
internal investigation found material weaknesses in its accounting
and controls. HealthEquity effectively acquired these material
weaknesses when it acquired WageWorks. HealthEquity's fiscal 2021
(ended January 31) auditor opinion letter notes continuing material
weaknesses at the WageWorks, Inc. subsidiary. The company is
engaged in ongoing efforts to remediate the identified material
weaknesses. Certain litigation and an SEC investigation related to
the restatement of the WageWork's financial statements remain open,
although settlements in several cases have been reached. The B1
rating reflects Moody's expectation that HealthEquity will conclude
remaining litigation and the investigation without an adverse
impact to its credit profile.
Moody's considers HealthEquity's liquidity profile very good,
reflected in the SGL-1 liquidity rating. Cash was $150 million as
of July 31, 2021 and pro forma for pending acquisitions and the
proposed refinancing. Moody's anticipates free cash flow of at
least $100 million a year in FY 2022 and 2023 (ends January). About
$900 million of the proposed $1 billion revolver will be available
at closing. Moody's anticipates that the very large revolver will
be mostly available over the next 12 to 15 months, unless there are
additional acquisitions, which is likely given the company's
history and growth strategy. The secured credit facility agreements
include two financial covenants, including maximum gross leverage
(as defined in the agreement) of 5.0 times or less and minimum
interest coverage of 3.0 times. Moody's expects HealthEquity will
maintain a comfortable cushion for both covenants. Required term
loan amortization payments of about $2.2 million in each of the
first four quarters after closing and $4.4 million a quarter in the
second year should be easily paid from internally generated free
cash flow.
The B3 rating assigned to the proposed unsecured notes, two notches
below the B1 CFR, reflects the overall loss given default
assumption of 50%, driving the B1-PD probability of default rating,
and a loss given default score of LGD5, reflecting the unsecured
notes subordination to the large amount of secured claims in
Moody's hierarchy of claims at default.
The stable outlook reflects Moody's expectations for mid-single
digit range organic revenue growth, free cash flow to debt
approaching 10% and debt to EBITDA around 5.0 times.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if HealthEquity: 1) expands its
revenue scale; 2) sustains EBITDA margins above 30%; and 3)
maintains debt to EBITDA below 4.5 times.
The ratings could be downgraded if Moody's anticipates: 1) revenue
growth will slow; 2) meaningful market share losses; 3) EBITDA
margins will decline substantially; 4) free cash flow to debt falls
and will remain below 5%; or 5) debt to EBITDA will be maintained
above 5.5 times.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Issuer: HealthEquity, Inc.
Corporate Family Rating, Assigned B1
Probability of Default Rating, Assigned B1-PD
Senior Unsecured Global Notes, Assigned B3 (LGD5)
Outlook, Is Stable
HealthEquity, Inc. (NYSE:HQY), based in Draper, UT, provides
technology-enabled services that help consumers manage
tax-advantaged HSAs and other CDBs offered by their employers.
Moody's expects FY2023 (ends January) revenue of over $800 million.
HERMELL PRODUCTS: Has Interim Cash Collateral Access Until Dec. 1
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
authorized Hermell Products, Inc. to use cash collateral from entry
of the current preliminary order until the earlier of (a) December
1, 2021, or (b) the occurrence of a termination event, to pay
actual, necessary ordinary course operating expenses, as budgeted.
Parties claiming an interest in the cash collateral -- (i) Windsor
Federal Savings and Loan Association, (ii) The Business Backer,
LLC, (iii) Celtic Bank/Kabbage Funding, (iv) State of Connecticut
Department of Economic and Community Development and (v) the United
States Small Business Administration -- assert valid lien and
security interest in the Debtor's personal property. Windsor
Federal holds a first priority lien status among the Claimants.
The Claimants are granted senior security interests in all personal
property and real estate of the Debtor, to attach with same
validity, extent, and priority that the Claimants possessed as to
said liens on the Petition Date.
The Claimants shall also have allowed administrative expense claims
senior to all other administrative expense claims to the extent of
post-petition Diminution in Value of their interest in the
collateral, as further adequate protection.
The Court will consider the final use of cash collateral at a
hearing on November 30, 2021 at 3 p.m. via Zoom. Objections are
due by November 29.
A copy of the fifth interim order is available for free at
https://bit.ly/3FatBQ1 from PacerMonitor.com.
About Hermell Products
Hermell Products, Inc. -- https://www.hermell.com/ -- offers
comfortable and supportive medical equipment including, orthopedic
supports, slings, cervical and lumbar cushions, foot care products,
decubitus care products, wheelchair and seating cushions, and a
collection of products for the bed.
Hermell Products sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 21-20284) on March 25,
2021. In the petition signed by Ronald G. Pollack, president, the
Debtor disclosed $710,254 in assets and $2,125,418 in liabilities.
Judge James J. Tancredi oversees the case.
The Debtor tapped Novak Law Office, P.C. as its legal counsel and
Bardaglio Hart & Shuman, LLC as its accountant.
Timothy Miltenberger has been appointed Sub-chapter V Trustee of
the estate.
HONEYWELL BUILDING: $17.2MM Loan Placed on Special Servicing
------------------------------------------------------------
Julianne Cavaliere, writing for Trepp, reports that the (now) $17.2
million Honeywell Building (Houston, TX) loan was sent to special
servicing in September.
"Back in the spring of 2019, Trepp let clients know that Honeywell
was moving its Houston, TX office. At the time, we commented that
CMBS investors should flag the (now) $17.2 million Honeywell
Building loan. This month, the loan was sent to special servicing,"
according to Trepp.
The Honeywell Building loan is secured by a 156,784-sf office
property in Houston, about 16 miles west of the central business
district. The main tenant, Honeywell, which occupied 85% of the
property, vacated at its December 2019 lease expiration, and
occupancy declined to only 7% as of the December 2020 financials.
The loan has remained current but faces substantial hurdles in its
re-leasing efforts, according to Troubled Company Reporter in May.
According to Trepp, recent special servicer notes indicated the
remaining tenant -- Brookfield Global Relocation Services -- was
planning to vacate at lease expiration in July 2021. The property
is now fully vacant.
Trepp says the loan makes up 1.64% of COMM 2015-LC21. The office
was valued at $30 million in 2015, giving the loan an LTV of 61 at
the time. Over the last few years, the loan has had almost $1
million in amortization.
HOVNANIAN ENTERPRISES: Inks Land Banking Agreement With EHC
-----------------------------------------------------------
Hovnanian Enterprises, Inc. and AG Essential Housing Company 2,
L.P., an affiliate of Angelo, Gordon & Co., L.P., entered into a
land banking agreement pursuant to which EHC will fund up to $200
million in acquisition and development costs, subject to increases
as mutually agreed.
The arrangement is for a term of 24 months, during which time EHC
will have the right to select and acquire for land banking certain
of Hovnanian's owned or to be acquired residential properties
meeting specified criteria as determined by EHC. EHC will acquire
the portfolio of land properties, which Hovnanian will develop, and
option finished lots at a fixed price on a monthly takedown basis
back to the company.
About Hovnanian Enterprises
Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian
and headquartered in Matawan, New Jersey, designs, constructs,
markets, and sells single-family detached homes, attached townhomes
and condominiums, urban infill, and active lifestyle homes in
planned residential developments. The Company is a homebuilder
with operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina,
Texas, Virginia, Washington, D.C. and West Virginia. The Company's
homes are marketed and sold under the trade names K. Hovnanian
Homes, Brighton Homes.
Hovnanian Enterprises reported net income of $50.93 million for the
year ended Oct. 31, 2020, compared to a net loss of $42.12 million
for the year ended Oct. 31, 2019. As of July 31, 2021, the Company
had $2.31 billion in total assets, $2.19 billion in total
liabilities, and $120.69 million in total equity.
* * *
In August 2021, Moody's Investors Service upgraded Hovnanian
Enterprises, Inc.'s Corporate Family Rating to Caa1 from Caa2.
Moody's said the Corporate Family Rating upgrade to Caa1 reflects
the reduced risk of restructuring activity given the improvement in
Hovnanian's operating and financial performance and the extension
of the company's debt maturity profile given the recent debt
redemptions.
As reported by the TCR on July 28, 2021, S&P Global Ratings
affirmed its ratings on U.S.-based homebuilder Hovnanian
Enterprises Inc., including its 'CCC+' issuer credit rating, and
S&P revised its outlook to positive. The positive outlook
indicates that S&P could raise the rating to 'B-' if the company
reduces debt and EBITDA to interest coverage is sustained above 2x
over the next 12 months, amid further profit improvements.
IMA FINANCIAL: Moody's Assigns B3 CFR & Rates New Secured Loans B3
------------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and a B3-PD probability of default rating to IMA Financial Group,
Inc., a regional US insurance broker. The rating agency also
assigned B3 ratings to the company's new $100 million five-year
senior secured revolving credit facility and $530 million
seven-year senior secured term loan. IMA expects to use net
proceeds to refinance the company's existing credit facilities,
fund near-term acquisitions, add cash to the balance sheet and pay
related fees and expenses. Moody's has also assigned a stable
rating outlook for IMA.
RATINGS RATIONALE
According to Moody's, IMA's ratings reflect its good regional
market presence in middle market insurance brokerage. The company
offers a range of property and casualty insurance and employee
benefits products and services mainly in the western and
southwestern US. IMA has good diversification across clients,
producers, and insurance carriers and has expertise in such sectors
as construction and energy. The company has generated solid organic
growth over the past three years with growing EBITDA margins and
cash flow.
These strengths are offset by IMA's elevated financial leverage and
reduced interest coverage post transaction, and a geographic
concentration where the top four states account for a large
majority of revenue. Other challenges include the company's modest
scale relative to other rated insurance brokers and an increased
pace of acquisitions which raises integration risk and will lead to
sizable contingent earnout liabilities. IMA and other brokers also
face potential liabilities arising from errors and omissions in the
delivery of professional services.
IMA's managers and employees hold a majority of the issuer's common
equity, with private equity firms New Mountain Capital, SkyKnight
Capital and Stephens Group collectively holding a minority stake.
The assignment of IMA's ratings takes into account its corporate
governance, including its financial policy as part of Moody's
environmental, social and governance considerations.
Following the refinancing, Moody's estimates that IMA's pro forma
debt-to-EBITDA will be above 6.5x with (EBITDA - capex) coverage of
interest between 2.0x-2.5x and a free-cash-flow-to-debt ratio in
the low single to mid-single digits. These pro forma metrics
include Moody's adjustments for operating leases, run-rate earnings
from recent and assumed acquisitions, other debt like obligations
and certain non-recurring items. The stable outlook reflects
Moody's expectation that IMA will reduce leverage over the next
year, supplemented by acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to a rating upgrade include: (i) increased
scale and geographic diversification, (ii) debt-to-EBITDA ratio
maintained below 5.5x, (iii) (EBITDA - capex) coverage of interest
consistently exceeding 2x, and (iv) free-cash-flow-to-debt ratio
exceeding 5%.
The following factors could lead to a downgrade of IMA's ratings:
(i) revenue decline and/or disruptions to existing or newly
acquired operations, (ii) debt-to-EBITDA ratio consistently above
7x, (iii) (EBITDA - capex) coverage of interest below 1.2x, (iv)
free-cash-flow-to-debt ratio below 2%.
Moody's has assigned the following ratings (with loss given default
(LGD) assessments):
Corporate family rating at B3;
Probability of default rating at B3-PD;
$100 million five-year senior secured first-lien revolving credit
facility at B3 (LGD3);
$530 million seven-year senior secured first-lien term loan at B3
(LGD3).
Moody's has also assigned a stable rating outlook for IMA.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
Based in Denver, CO, IMA ranks as the 21st-largest US insurance
broker based on 2020 revenues, according to Business Insurance. The
company's product mix is about 57% commercial insurance, 24%
employee benefits, 10% personal and 9% in other products,
distributed primarily to middle market businesses and individuals
in the western and southwestern US. During the 12 months ended June
2021, IMA generated total revenue of $226 million.
INMAR INC: $150MM Term Loan Add-on No Impact on Moody's B3 CFR
--------------------------------------------------------------
Moody's Investors Service said that Inmar, Inc.'s planned $150
million add-on to its first lien term loan is a modest negative
credit development, but it does not affect the company's B3
corporate family rating or stable outlook. Proceeds will be used to
complete two tuck-in acquisitions and to term out borrowings on the
company's revolving credit facility. The first target is Aki
Technologies, a media technology services company that serves well
established brands across the CPG, healthcare, technology, retail,
and other verticals. The second acquisition is a pharmaceutical
recall and returns company that complements Inmar's existing Rx
Returns Management business. Of the $150 million in proceeds, $120
million be used to fund a portion of the acquisitions and the
remaining $30 million will goes towards repaying outstanding
revolver borrowings. Following the add-on, the size of the
company's total first lien term loan due 2024 will increase to
$1,113 million.
Moody's views the proposed transaction as a moderate credit
negative because it increases the company's total long term debt
balance, introduces acquisition risk at a time when the company's
debt-to-EBITDA leverage is very high, and reinforces Moody's view
that management favors debt funded acquisitions over a sustained
reduction in leverage. Nonetheless, ratings remain unchanged
because the transaction is expected to be leverage neutral at 8.1
times Moody's adjusted debt-to-EBITDA excluding planned synergies
and cost savings. Moody's believes that a portion of the planned
cost savings and synergies should be reasonably achievable over the
next 12 to 18 months and that Inmar will maintain solid organic
revenue growth in the mid-single digits such that leverage will
improve to the low 7 times range by the end of 2022. It is also
expected the company will maintain adequate liquidity supported by
$35 million of annual free cash flow, $55 million of availability
on its $75 million revolver due January 2024 and $37 million of
balance sheet cash at close.
The acquisition of Aki Technologies doubles the size of Inmar's
digital media business with the introduction of new services and
customer reach and enhances existing product offerings with
additional retail data from proprietary technology. The
pharmaceutical returns logistics acquisition complements Inmar's
existing returns business and will improve efficiency by
consolidating existing customers to reduce traffic, eliminate
duplicative functions and improve data sharing. Neither acquisition
target requires material facility consolidations which limits the
risk of cost overruns. Combined revenue from the two targets will
increase revenue at Inmar by approximately 10%.
Inmar, Inc. (Inmar), headquartered in Winston-Salem, North
Carolina, is a technology-enabled provider of services including
paper coupon and digital promotion settlement for CPG
manufacturers, pharmacy receivables and returns management and
supply chain reverse logistics. The company is majority-owned by
OMERS Private Equity with stakes also held by ABRY Partners and
Inmar management.
INSPIREMD INC: All 4 Proposals Passed at Annual Meeting
-------------------------------------------------------
InspireMD, Inc. held its 2021 annual meeting of stockholders on
Sept. 30, 2021, at which the stockholders:
(1) elected Gary Roubin and Paul Stuka to serve on the Board of
Directors, as class 1 directors, for a term of three years or until
their successors are elected and qualified, or until their earlier
resignation or removal;
(2) approved 2021 Equity Incentive Plan;
(3) approved, by a nonbonding advisory vote, the compensation of
the company's named executive officers as described the proxy
statement; and
(4) ratified the appointment of Kesselman & Kesselman, a member
of PricewaterhouseCoopers International Limited, as the company's
independent registered public accounting firm for the 2021 fiscal
year.
About InspireMD Inc.
Headquartered in Tel Aviv, Israel, InspireMD --
http://www.inspiremd.com-- is a medical device company focusing on
the development and commercialization of its proprietary MicroNet
stent platform technology for the treatment of complex vascular and
coronary disease. A stent is an expandable "scaffold-like" device,
usually constructed of a metallic material, that is inserted into
an artery to expand the inside passage and improve blood flow. Its
MicroNet, a micron mesh sleeve, is wrapped over a stent to provide
embolic protection in stenting procedures.
InspireMD reported a net loss of $10.54 million for the year ended
Dec. 31, 2020, compared to a net loss of $10.04 million for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$46.38 million in total assets, $5.55 million in total liabilities,
and $40.83 million in total equity.
JAKKS PACIFIC: Amends Employment Agreements With Execs
------------------------------------------------------
Jakks Pacific, Inc. amended each of its employment agreements with
Stephen G. Berman, the company's chief executive officer; John
McGrath, chief operating officer; and John Kimble, chief financial
officer.
The purpose of the amendments was to change the issuance, past and
future, of all restricted stock awards to restricted stock units.
All other material terms of the respective employment agreements
remain the same, including without limitation, the terms of all
such grants including the timing of all vesting periods and the
vesting benchmarks.
About Jakks Pacific
JAKKS Pacific, Inc. -- www.jakks.com -- is a designer, manufacturer
and marketer of toys and consumer products sold throughout the
world, with its headquarters in Santa Monica, California. JAKKS
Pacific's popular proprietary brands include Fly Wheels, Kitten
Catfe, Perfectly Cute, ReDo Skateboard Co, X-Power, Disguise, Moose
Mountain, Maui, Kids Only!; a wide range of entertainment-inspired
products featuring premier licensed properties; and C'est Moi, a
new generation of clean beauty.
Jakks Pacific reported a net loss of $14.14 million for the year
ended Dec. 31, 2020, compared to a net loss of $55.38 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$315.13 million in total assets, $318.77 million in total
liabilities, $2.40 million in preferred stock, and a total
stockholders' deficit of $6.04 million.
Los Angeles, California-based BDO USA, LLP, the Company's auditor
since 2006, included a "going concern" paragraph in its report
dated March 19, 2021, citing that the Company's primary sources of
working capital are cash flows from operations and borrowings under
its credit facility. The Company's cash flows from operations are
primarily impacted by the Company's sales, which are seasonal, and
any change in timing or amount of sales may impact the Company's
operating cash flows. The Company owes $124.5 million on its term
loan and has borrowing capacity under its credit facility of $37.3
million as of Dec. 31, 2020. During 2020, the Company reached an
agreement with its holders of its term loan and the holder of its
revolving credit facility, to amend the New Term Loan Agreement and
defer the Company's EBITDA covenant requirement until March 31,
2022 and reduced the trailing 12-month EBITDA requirement to $25.0
million. Based on the Company's operating plan, management
believes that the current working capital combined with expected
operating and financing cashflows to be sufficient to fund the
Company's operations and satisfy the Company's obligations as they
come due for at least one year from the financial statement
issuance date.
JANA LLC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
The U.S. Trustee for Region 15 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Jana, LLC.
About Jana LLC
Jana, LLC, a Tarzana, Calif.-based company, filed a petition for
Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-11407) on
Aug. 19, 2021, listing $560,050 in assets and $1,602,180 in
liabilities. Shahram Shan Hashemizadeh, managing member, signed
the petition. Judge Victoria S. Kaufman oversees the case.
Matthew Abbasi, Esq., at Abbasi Law Corporation serves as the
Debtor's legal counsel.
JIM'S DISPOSAL: Nov. 15 Plan & Disclosure Hearing Set
-----------------------------------------------------
On Sept. 27, 2021, Debtor Jim's Disposal Service, LLC filed with
the U.S. Bankruptcy Court for the Western District of Missouri a
Chapter 11 Plan and Disclosure Statement.
On Sept. 28, 2021, Brian T. Fenimore conditionally approved the
Disclosure Statement and ordered that:
* Nov. 15, 2021, at 9:00 a.m. is fixed for the hearing on
final approval of the disclosure statement, (if a written objection
has been timely filed), and for the hearing on confirmation of the
plan.
* Nov. 1, 2021, is the deadline for filing objections to the
disclosure statement or plan confirmation; and submitting to
counsel for the plan proponent ballots accepting or rejecting the
plan.
A copy of the order dated Sept. 28, 2021, is available at
https://bit.ly/3a6sN09 from PacerMonitor.com at no charge.
Counsel for Debtor:
Robert S. Baran, Esq.
Ryan E. Shaw
CONROY BARAN
1316 Saint Louis Ave., 2nd FL
Kansas City, MO 64101
Tel: (816) 210-9680 / (816) 616-5009
Fax: (816) 817-6023
E-mail: rbaran@conroybaran.com
lpittman@conroybaran.com
rshaw@conroybaran.com
About Jim's Disposal Service
Jim's Disposal Service, LLC, a company that specializes in
residential waste solutions, filed a Chapter 11 petition (Bankr.
W.D. Mo. Case No. 20-40050) on Jan. 6, 2020. At the time of the
filing, the Debtor was estimated to have less than $50,000 in
assets and $1 million to $10 million in liabilities.
Judge Brian T. Fenimore oversees the case.
The Debtor tapped Mann Conroy, LLC, as its legal counsel and
Cochran Head Vick & Co., P.A. as its accountant.
JPW INDUSTRIES: Moody's Raises CFR to B3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded JPW Industries Holding
Corporation's Corporate Family Rating to B3 from Caa1 and
Probability of Default Rating to B3-PD from Caa1-PD. Moody's also
upgraded the senior secured notes to B3 from Caa1. The outlook is
stable.
The ratings upgrade reflects the strengthening in JPW's credit
metrics, including leverage and free cash flow, which Moody's
expects to continue over the next 12 to 18 months.
"Despite supply challenges, including elevated freight costs, we
believe the company will benefit from tail winds in industrials and
residential construction and de-lever toward 5x by 2022," says
Emile El Nems, Moody's VP-Senior Credit Officer.
Upgrades:
Issuer: JPW Industries Holding Corporation
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured Regular Bond/Debenture, Upgraded to B3 (LGD4) from
Caa1 (LGD4)
Outlook Actions:
Issuer: JPW Industries Holding Corporation
Outlook, Remains Stable
RATINGS RATIONALE
JPW's B3 CFR reflects the company's vulnerability to cyclical end
markets, small revenue base, and geographic concentration of
suppliers. At the same time, the rating considers JPW's established
brands in woodworking and metalworking tools and strong market
position in the US. In a fragmented and smaller industry, JPW is a
leading designer, developer, and distributor, with product and end
market diversification and a broad customer base. The rating is
also supported by strong operating fundamentals, with relatively
strong EBITDA margins and Moody's expectation of continued robust
economic activity in 2021 and 2022.
JPW has good liquidity with about $22 million of cash as of June
30, 2021 and expectations for $25 million of free cash flow
generation in 2021 and 2022. The good liquidity also assumes the
successful refinancing of the company's $75 million asset-based
lending (ABL) revolving facility expiring September 2022 ($6
million outstanding as of June 30, 2021). The company's ABL
facility is governed by a springing fixed charge ratio covenant of
1.0x when excess availability is less than the greater of (i) 10%
of availability and (ii) $5 million.
The stable outlook reflects Moody's expectation for steady growth
in revenue and earnings over the next 12-18 months, consistent
balance sheet management, and good liquidity. The stable outlook
also assumes the successful refinancing of the company's $75
million asset-based lending (ABL) revolving facility maturing
September 2022.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company is able to demonstrate
revenue stability through economic cycles, maintain leverage below
5.0x, EBITDA margins above 20%, and EBITA-to-interest above 2.0x.
The ratings could be downgraded if debt-to-EBITDA were to exceed
6.5x, EBITDA margin to decline below 15%, or EBITA-to-interest
expense below 1.5x for a sustained period. In addition, material
deterioration in adjusted EBITDA margin or significant weakening of
liquidity including inability to refinance the ABL maturing in
September 2022 could trigger a downgrade.
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
JPW Industries Holding Corporation, headquartered in La Vergne, TN,
is a designer, developer, marketer and value-added distributor of
branded specialty shop tools and equipment for a broad range of
applications and end markets. JPW is privately owned by an
affiliate of Gamut Capital Management and members of management.
The company's brands cover a variety of price points and end-users.
For the last twelve months ending June 31, 2021, JPW generated
roughly $291 million in revenue.
KRATON CORP: DL Chemical Transaction No Impact on Moody's B1 CFR
----------------------------------------------------------------
Moody's Investors Service said that Kraton Corporation's B1
Corporate Family Rating with a stable outlook remains unaffected by
its September 27th announcement that DL Chemical Co., Ltd., a
subsidiary of DL Holdings Co., Ltd. (formerly Daelim Industrial
Co., Ltd.), will acquire 100% of Kraton in an all-cash transaction.
It is likely that Kraton will refinance all of its outstanding debt
upon the completion of the acquisition given the change in
ownership.
While DL Chemical has conveyed that it has fully committed
financing, Kraton's capital structure and financial policy after
its acquisition by DL Chemical are yet to be disclosed and declared
in order for Moody's to evaluate and determine their effect on
Kraton's credit rating. In addition, Kraton's corporate strategy,
growth potentials and business synergies under its new ownership
will be incorporated in the assessment of its credit quality.
Kraton's CFR is strongly positioned at this stage thanks to the
robust demand across both polymer and chemical segments, proactive
pricing actions to offset cost inflation and protect earnings, as
well as its improved financial metrics. Management has been
repaying debt in the last three years and expected Consolidated Net
Debt Leverage to improve below 3x by year end 2021.
The announced acquisition is subject to certain customary closing
conditions, including the receipt of stockholder and regulatory
approvals, and is expected to close by the end of the first half of
2022.
Kraton Corporation is a leading global producer of specialty
polymers and high-value performance products derived from renewable
resources. Its polymers are used in a wide range of applications,
including adhesives, coatings, consumer and personal care products,
sealants and lubricants, and medical, packaging, automotive, paving
and roofing products. As the largest global provider in the pine
chemicals industry, the company's pine-based specialty products are
sold into adhesive, road and construction and tire markets.
LD HOLDINGS: Moody's Affirms B1 CFR & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has affirmed LD Holdings Group, LLC's
(loanDepot) B1 corporate family rating and B2 senior unsecured bond
rating. loanDepot's outlook has been changed to stable from
positive.
Affirmations:
Issuer: LD Holdings Group, LLC
Corporate Family Rating, Affirmed B1
Backed Senior Unsecured Regular Bond/Debenture, Affirmed B2
Outlook Actions:
Issuer: LD Holdings Group, LLC
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
loanDepot's B1 CFR reflects its solid franchise in the US
residential mortgage market as a top ten originator and top retail
originator with a strong focus on technology. The company's
profitability improved materially in 2020 with an increase in
market origination volumes as a result of the decline in interest
rates and elevated gain-on-sale margins driven by industry capacity
constraints.
Moody's said the change in loanDepot's outlook to stable from
positive reflects a drop in the company's capitalization and
Moody's expectation that it will have lower profitability over the
next 12-18 months.
loanDepot's profitability declined materially in the second quarter
of 2021 as industry capacity caught up with increased demand,
driving a material decline in gain-on-sale margins. Net income to
managed assets was 0.85% for the second quarter, compared to 14.1%
for the first quarter. Quarterly core return on assets (ROA)
excluding changes in fair value of mortgage servicing rights net of
hedging was 2.0% for the second quarter, down from 10.1% for the
first quarter. Moody's expects the company's core profitability to
improve modestly over the coming quarters as the company looks to
lower expenses, but that profitability and capital will not
increase to a level that would be consistent with a higher rating.
Moody's said that over the next 12-18 months industry origination
volumes will likely decline as interest rates rise, and residential
mortgage originators will continue to face excess capacity
headwinds pressuring gain-on-sale margins and in turn ROA.
As retained earnings have lagged behind balance sheet growth,
driven in part by shareholder distributions, loanDepot's
capitalization has decreased with its capital ratio, as measured by
tangible common equity to tangible managed assets (TCE to TMA),
declining to 11.7% as of June 30, 2021 from 14.9% as of December
31, 2020 and 18.5% as of September 30, 2020. Moody's expects
capitalization to improve modestly over the coming quarters through
an increase in retained earnings along with a possible decline in
assets if the company's origination volumes decline.
On September 22, the company's former chief operating officer (COO)
filed a lawsuit alleging among other items that the company's top
executives encouraged employees to push approximately 8,000 loans
through the underwriting process without proper documentation (the
company originated around 300,000 loans in 2020), that there was
retaliation against the former COO for refusing to close loans
without proper documentation, and that the company had a "culture
of gender discrimination and sexual harassment." The company has
stated that it hired external counsel to conduct an independent
investigation of the allegations, and that the investigation by
external counsel found the claims to be without merit.
As a non-depository mortgage banking company, the company relies on
confidence-sensitive funding and is heavily dependent on a small
number of key counterparty relationships. Like most non-bank
mortgage companies, loanDepot only has access to wholesale funding,
including a heavy reliance on short-term secured repurchase
facilities to fund its mortgage originations. In addition, as a
mortgage banking company, the company sells virtually all of its
loan originations within a couple of weeks after origination, into
Fannie Mae, Freddie Mac or Ginnie Mae Mortgage-Backed Security
pools. Moody's said a substantial tightening in terms by its
financing facilities or key counterparties would be a material
credit negative for the company,. Moody's said it maintains a
one-notch downward adjustment in loanDepot's ratings associated
with the key person risk associated with the prominence and
influence of its founder and current CEO on its activities.
loanDepot's B2 long-term senior unsecured bond rating is based on
the application of Moody's Loss Given Default for Speculative-Grade
Companies methodology, and is reflective of its priority ranking in
loanDepot's capital structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company maintains solid
profitability with pre-tax income excluding mortgage servicing
rights' fair value marks reaching and expected to remain above 3.5%
and the TCE to TMA ratio reaching and expected to remain above
17.5%, while demonstrating resilient franchise strength as a top 10
US mortgage originator. Achieving greater diversification of
funding sources as well as continuing to increase its utilization
of two-year and longer warehouse facilities, would also be positive
for the ratings.
In addition, loanDepot's unsecured bond rating could be upgraded by
one notch if the ratio of unsecured debt to total corporate debt to
reaches and is expected to remain above 80%.
The ratings could be downgraded if the company's financial
performance deteriorates - for example, if Moody's expects the
company to be unable to consistently maintain net income to assets
above 2%, or if the company's TCE to TMA ratio is expected to
remain below 13.5%. In addition, the ratings could be downgraded if
the company's funding or liquidity profile weakens such as a result
of a substantial tightening in terms by its financing facilities or
key counterparties, such as Fannie Mae, Freddie Mac, or Ginie Mae.
In addition, loanDepot's unsecured bond rating could be downgraded
by one notch if the ratio of unsecured debt to total corporate debt
decreases and is expected to remain below 50%.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
LIVE WELL MEDICAL: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The U.S. Trustee for Region 21 on Oct. 3 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Live Well Medical Centers
Orlando, LLC.
About Live Well Medical Centers Orlando
Live Well Medical Centers Orlando, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
21-02027) on Aug. 19, 2021, listing as much as $50,000 in both
assets and liabilities. The Debtor is represented by Thomas C.
Adam, Esq., at Adam Law Group, P.A.
LOYALTY VENTURES: Moody's Gives First Time 'B1' Corp. Family Rating
-------------------------------------------------------------------
Moody's Investors Service has assigned first-time ratings to
Loyalty Ventures Inc., including a B1 corporate family rating, a
B1-PD probability of default rating; a B1 rating to the proposed
$500 million senior secured term loan B due in 2027; a B1 to the
proposed $175 million senior secured term loan A due in 2026; a B1
to the proposed $150 million senior secured revolving credit
facility due in 2026; and an SGL-1 speculative grade liquidity
rating. The outlook is stable.
Loyalty Ventures will use the net proceeds from its proposed term
loans, combined with cash from its balance sheet, to fund a $750
million dividend to the company's former parent, Alliance Data
Systems. As part of the transaction, Loyalty Ventures will be spun
out into a publicly traded entity. The transaction is expected to
close in the fourth quarter of 2021.
"Loyalty Ventures' rating reflects its good credit metrics, and our
expectation that it will generate positive free cash flow over the
next 12-18 months which supports its very good liquidity," stated
Jonathan Reid, a Moody's analyst.
Assignments:
Issuer: Loyalty Ventures Inc.
Probability of Default Rating, Assigned B1-PD
Corporate Family Rating, Assigned B1
Speculative Grade Liquidity Rating, Assigned SGL-1
Senior Secured Term Loan A, Assigned B1 (LGD3)
Senior Secured Term Loan B, Assigned B1 (LGD3)
Senior Secured Multicurrency Revolving Credit Facility, Assigned
B1 (LGD3)
Outlook Actions:
Outlook, Assigned Stable
RATINGS RATIONALE
Loyalty Ventures' credit profile benefits from its: (1) good
competitive profile, driven by its coalition loyalty rewards
business (AIR MILES) that is a well-recognized and established
brand in Canada, complemented by its short-term loyalty campaign
business (BrandLoyalty) that has customers in over 50 countries
globally; (2) recovery in the BrandLoyalty segment which should
support revenue and EBITDA growth over the next 12-18 months; (3)
low leverage (adjusted debt/EBITDA around 4.4x initially) and
Moody's expectation that the company will use free cash flow to
reduce debt; and (4) very good liquidity. The company is challenged
by: (1) concentration of EBITDA in the AIR MILES segment (around
80% in 2020, trending lower as the BrandLoyalty segment recovers);
(2) customer concentration within AIR MILES with top 5 sponsors
representing around 90% of revenue; (3) weakness in the
BrandLoyalty segment as a result of supply chain challenges
including increased shipping costs; and (4) small scale and lack of
track record as a stand-alone entity.
The stable outlook reflects Moody's view that Loyalty Ventures will
maintain good credit metrics and generate good free cash flow over
the next 12-18 months.
Governance considerations include conservative fiscal policies,
highlighted by Loyalty Ventures' low level of financial leverage
post-transaction. Loyalty Ventures will need to develop its
operating and financial management track record as a standalone
entity. The company's plan to become a publicly traded entity with
publicly stated debt targets should support its ability to maintain
a relatively conservative financial policy.
Social considerations considered in Loyalty Ventures' credit
profile include the potential for shifts in consumer travel and
consumption habits as the Coronavirus pandemic subsides.
Considering the strong link between tourism and travel and the
company's AIR MILES brand, any negative shifts in consumer leisure
travel could potentially impact its operating profile.
Additionally, the pandemic has led to an increase in online
purchasing by consumers. While Loyalty Ventures has focused on
selling reward programs to brick and mortar retailers, the company
has been investing in its digital and online presence, which should
help it capture increasing levels of e-commerce.
Loyalty Ventures has very good liquidity (SGL-1), with sources of
cash of around $310 million over the next four quarters compared to
uses of around $50 million in the form of mandatory term loan
amortization. Sources are comprised of cash on hand of around $80
million (balance sheet cash of around $130 million by year end 2021
less around $50 million Moody's believe the company needs to run
the company), strong availability under the company's $150 million
revolving credit facility (due 2026) and free cash flow (excluding
the $750 million dividend payment to the company's former parent
Alliance Data Systems) of about $80 million over the next four
quarters. The company's preliminary term loan documentation
stipulates a Total Leverage Ratio of 5.0x, and Moody's expect the
company to remain in compliance of this covenant. Alternate sources
of liquidity are limited.
The preliminary first lien term loan facility documentation allows
for incremental first lien facilities not to exceed the sum of the
greater of $80 million and 50% of consolidated EBITDA, plus an
unlimited amount so long as the secured leverage ratio is equal to
or less than 4.0x. Term A loan amounts up to the greater of $80
million and 50% of consolidated EBITDA may be incurred with an
earlier maturity date than the first lien term loan. In the
preliminary documentation reviewed there are no express "blocker"
provisions which prohibit the transfer of specified assets to
unrestricted subsidiaries. In the preliminary documentation,
non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees subject to a
requirement that requires material subsidiaries with at least 80%
of the consolidated gross assets provide guarantees. The
preliminary credit agreement provides some limitations on
up-tiering transactions, including the requirement that each lender
consent to any action that subordinates, or has the effect of
subordinating, the loan to any other debt of the company or its
subsidiaries.
Loyalty Ventures' senior secured credit facilities are rated B1,
the same level as the company's corporate family rating, as they
represent virtually all of the debt in the company's debt capital
structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Loyalty Venture's ratings could be upgraded if it increases scale
in an improving industry environment, sustains adjusted Debt/EBITDA
below 3.5x (around 3.8x expected in 2022) and retained cash
flow/net debt above 25% (28% expected in 2022). The company's
ratings could be downgraded if its scale declines, as a result of
either a challenging industry environment or through the loss of
key customers, or adjusted Debt/EBITDA is sustained above 5x
(around 3.8x expected in 2022), or retained cash flow/debt falls
below 15% (28% expected in 2022).
Loyalty Ventures Inc. is a Dallas, Texas-based provider of loyalty
and rewards programs to retailers across several segments such as
grocery, fuel and financial services. The company operates through
two segments; its AIR MILES coalition-based rewards program in the
Canadian marketplace, and its BrandLoyalty segment that focuses on
providing short term loyalty programs to retailers in over 50
countries globally but focused on Europe.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
LUCKY BUCKS: $50MM Loan Add-on No Impact on Moody's B2 CFR
----------------------------------------------------------
Moody's Investors Service said that Lucky Bucks, LLC's plan to
issue a $50 million fungible add-on to the company's existing $500
million first lien term loan due 2027 is a credit positive because
it will help fund acquisitions that further increase the company's
scale and market position in the Georgia coin operated amusement
industry. Proceeds from the add-on will be used to pay down $35
million of outstanding revolver balance, add cash to the balance
sheet to partially fund near-term acquisitions, and pay transaction
fees.
Lucky Bucks has a B2 Corporate Family Rating, B2-PD Probability of
Default Rating, B2 senior secured first lien term loan and first
lien revolving credit facility ratings and a stable rating
outlook.
Moody's views the acquisitions as credit positive because they will
increase Lucky Bucks' footprint and market share in the state of
Georgia. The operational benefits outweigh the moderate increase in
debt. The acquisitions, albeit relatively small, are also
consistent with the company's strategy of opportunistic growth
through acquisition.
While Lucky Bucks plans to fund the acquisition with debt, the
company has performed better than Moody's expected at the time the
initial B2 Corporate Family Rating was assigned to the company on
30-Jun-2021. As a result, Lucky Bucks' ability to meet Moody's
initial leverage expectations -- debt-to-EBITDA for the fiscal
year-end 31-Dec-2021 at 4.8x dropping to 4.3x by the fiscal
year-ended 31-Dec-2022 -- remains intact. Debt-to-EBITDA for the
latest 12-months ended 30-Jun-2021 was 5.2x pro forma for the
add-on and recently completed acquisitions on or prior to
17-Sep-2021.
Although Moody's views the acquisitions and debt transaction as a
credit positive overall, Lucky Buck's B2 CFR and stable outlook are
not affected because projected leverage remains within Moody's
expectations for the rating. The add-on does not change the ratings
on Lucky Bucks' revolver or upsized term loan. Pro forma for the
add-on, the term loan and revolver will continue to comprise all
the debt capital structure of company, are part of the same credit
agreement, and share the same collateral package -- a first
priority perfected lien on substantially all tangible and
intangible assets of the borrower and a first priority perfected
lien on substantially all tangible and intangible assets of the
borrower and guarantors (including capital stock).
Lucky Bucks, LLC is the largest Coin Operated Amusement Machine
(COAM) operator by revenue in the state of Georgia. COAMs are
placed in high traffic sites, such as convenience stores and gas
stations, and provide patrons with a slot-machine type gaming
experience. In August 2020, Trive Capital Management LLC purchased
a 58.6% majority interest in Lucky Bucks, representing a 9.5x LTM
Adjusted EBITDA purchase price multiple. Reported net revenue for
the 12 months ended June 2021 was $81 million.
MAPLE 888 GOLDEN: Unsecureds Will Get 93.47% of Claims in Plan
--------------------------------------------------------------
Maple 888 Golden Tower LLC filed with the U.S. Bankruptcy Court for
the Eastern District of New York a Disclosure Statement and Plan.
The Debtor has been in real estate business since Dec. 20, 2016.
It owns the property located at 134-37 Maple Ave., Flushing, NY
11355. Due to the COVID-19 pandemic, the Debtor was unable to
obtain financing to satisfy Mohammad A. Malik's secured mortgage
and note. The total amount of secured loan principal is
$11,050,000 with a total default interest at 24% interest totaling
$3,536,000 since June 5, 2020. The total amount due under this
secured debt is $14,586,000.
Further, there are non-priority unsecured creditors' loan. The
total amount of non-priority unsecured creditors' loan principal is
$1,674,250. Each loan's simple annual interest rate is 2%. Thus,
the total amount of non-priority unsecured debt is $1,791,123. On
or about Aug. 6, 2020, the secured creditor Mohammad A. Malik filed
a foreclosure action against the Debtor. Thus, the Debtor is
seeking protection under Chapter 11.
This Plan of Reorganization by Refinance proposes to pay creditors
from an infusion of capital, loan proceeds, cash flow from
operations, and future income. Once the Debtor is able to refinance
the property, the Debtor intends to satisfy the classes of priority
claims, classes of secured claims, and classes of non-priority
unsecured claims.
Class 1 Priority Claims is unimpaired by this Plan, and each holder
of a Class 1 Priority Claim will be paid in full, in cash, upon the
later of the effective date of this Plan, or the date on which such
claim is allowed by the final non-appealable order.
Class 2 Secured claims holder Mohammad A. Malik is impaired by the
Plan. Mohammad A. Malik will be paid in full principal $11,050,000.
The adjusted secured debt will be paid in full, in cash of a total
value $12,155,000 on or about Jan. 5, 2022, which including
prepetition debts totaling $11,934,000 plus the 4 months
post-petition interest $221,000, while the Debtor's property can be
refinanced and this claim holder can be fully paid from the loan
proceeds of a refinancing.
To achieve refinancing, 201 46 Liberty LLC will invest $4,000,000
by selling their property located at 201 46th Street, Brooklyn, New
York. The new investor 201 46 Liberty LLC monies totaling
$4,000,000 will be available on or about October 5, 2021. 201 13
Liberty LLC is related to the Debtor's members.
Class 3 Non-priority unsecured creditors will be impaired. This
Class will receive a distribution of 93.47% of their allowed
claims. This Class will be paid regular installment payments in a
total amount of $1,674,250 (without simple annual interest) instead
of $1,791,123 within 2-3 years. The repayment will be started on or
about Jan. 5, 2022 when the refinance monies $9,350,000 is
available. The Debtor also plans to sell one part of the Debtor's
own property in case the refinance monies failed to repay all
non-priority unsecured creditors.
Class 4 Equity security holders of the Debtor will be impaired.
This Class will have no repayment until Class 1, Class 2, and Class
3 are satisfied. The debtor will continue the operation of the
regular business during the Plan.
The adequate means for implementation of the Plan include: (1)
infusion of capital by new investor 201 46 Liberty LLC with a total
amount of $4,000,000 on or about Oct. 5, 2021 and refinance
$9,350,000 as a bank loan on or about Jan. 5, 2022. The new
investor 201 46 Liberty will raise monies by selling the property
located at 201 46th Street, Brooklyn, New York. The closing of the
new investor's Brooklyn property sale will be proceeded on or about
October 5, 2021.
A full-text copy of the Disclosure Statement dated September 30,
2021, is available at https://bit.ly/3FdYweo from PacerMonitor.com
at no charge.
About Maple 888 Golden
Maple 888 Golden Tower LLC is engaged in activities related to real
estate. The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y Case
No. 21-42451) on Sept. 28, 2021.
The Hon. Jil Mazer-Marino oversees the case. Sang J. Sim, Esq. of
SIM & DEPAOLA, LLP is the Debtor's Counsel.
In the petition signed by Xiangyu Cao, managing member, the Debtor
disclosed $20,914,578 in assets and up to $16,377,122 in
liabilities.
MEGIDO SERVICE: Unsecured Creditors Will Get 54.6% Dividend in Plan
-------------------------------------------------------------------
Megido Service, Corp., filed with the U.S. Bankruptcy Court for the
Eastern District of New York a Second Amended Disclosure Statement
for Small Business and Plan of Reorganization dated September 30,
2021.
The Debtor is a mini fleet, taxi medallion corporate located at
1447 East 15th Street, Brooklyn NY 11230. The Action stems from a
dramatic decline in the value of taxi medallions in general and of
the taxi medallions number #1Y81 and 1Y82, in particular, which
constituted the collateral of a certain loan of Pentagon Federal
Credit Union ("PFCU"). This decline resulted in the refusal of
Pentagon Federal Credit Union to extent or refinance the Debtor's
loan at the end of its' term without the contribution of additional
collateral.
Having unable to refinance and unable to continue supplemental
contributions of the principal's personal funds toward the monthly
payments on the loan, the Debtor was forced to seek relief by
filing for Chapter 11 bankruptcy protection on August 15, 2019.
Post-petition, the situation declined further, as due to Covid,
taxi operations declined further, rendering most management
companies largely inactive and necessitating placing medallions
into storage.
The Plan will treat claims as follows:
* Class 1 consists of the Secured Claim of PFCU in the amount
of $370,000.00. This class is impaired, as by the terms of a
settlement agreement between the parties, the secured portion of
the claim of PFCU is deemed satisfied in full upon the surrender of
the referenced medallions, currently held in storage with the TLC.
* Class 2 consists of the Unsecured non-priority claim of PFCU
in the amount of $548,975.87. This claim is impaired, as by the
terms of the settlement agreement between the parties, PFCU, will
receive a 54.6% dividend of the unsecured deficiency claim, equal
to $300,000.00 in one lump sum payment, upon court approval of the
settlement agreement between the parties by a 9019 motion, in full
settlement of the said deficiency claim.
* Class 3 Equity interest holder Gila Kaplan retains her
interest.
The Plan will be financed by a personal contribution, from personal
funds of the principal of the corporation.
A full-text copy of the Disclosure Statement dated September 30,
2021, is available at https://bit.ly/2WFnWjI from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Alla Kachan, Esq.
Law Offices of Alla Kachan, P.C.
2799 Coney Island Avenue, 3td Floor
Brooklyn, NY 11235
Tel.: (718) 513-3145
About Megido Service
Megido Service, Corp., sought Chapter 11 protection (Bankr.
E.D.N.Y. Case No. 19-44944) on Aug. 15, 2019, estimating less than
$1 million in both assets and liabilities. The LAW OFFICES OF ALLA
KACHAN, P.C., is the Debtor's counsel.
MERIT DENTAL: Obtains Interim OK on Cash Collateral Use
-------------------------------------------------------
Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized David W Hughes DMD &
Associates PC, d/b/a Merit Dental Care, to use cash collateral,
according to the monthly budget, through the final hearing on the
cash collateral motion. The one-month budget provided for $43,860
in total expenses, including $18,083 in payroll.
As adequate protection for the diminution in value of their
interests, Secured Lenders, (i) Village Bank & Trust and (ii) the
Department of the Treasury - Internal Revenue Service are granted
automatically perfected replacement liens and security interests
co-extensive with their pre-petition liens.
The final hearing will be held on October 15, 2021, at 9:30 a.m.
Written objections must be filed and served no later than 4 p.m. on
October 8.
A copy of the interim order is available for free at
https://bit.ly/3is38nz from PacerMonitor.com.
About Merit Dental Care
Merit Dental Care is a provider of dental care to patients in the
Dallas, Texas area. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Court (Bankr. N.D. Tex. Case No. 21-31675)
on September 17, 2021. In the petition signed by David W. Hughes,
president, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge Stacey G. Jernigan oversees the case.
Joyce Lindauer, Esq. at Joyce W. Lindauer Attorney, PLLC is the
Debtor's counsel.
MICHAEL JAMES DELEO: Junk of Tortious Interference Suit Recommended
-------------------------------------------------------------------
Judge Michael A. Fagone of the United States Bankruptcy Court for
the District of Maine recommends granting Anthony Vegnani's motion
to dismiss a First Amended Complaint under Fed.R.Civ.P. 12(b)(6).
Michael James Deleo sued Mr. Vegnani for tortious interference,
after Mr. Vegnani brought a civil action in the United States
District Court for the District of Massachusetts against a company
called Medlogix. Mr. Deleo posits that Mr. Vegnani did that for
the purpose of interfering with Mr. Deleo's employment relationship
with Medlogix.
Judge Fagone found that "when the rhetoric of and legal conclusions
in the amended complaint are stripped away, leaving only the
well-pleaded factual allegations, the remainder does not establish
a plausible claim for tortious interference."
Maine law requires, among other elements, fraud or intimidation.
Massachusetts law requires intentional interference coupled with an
improper means or motive. Judge Fagone noted that Mr. Vegnani had
previously obtained a judgment against MMS and Mr. Deleo. Mr.
Vegnani then sued Medlogix, asserting that Medlogix, as a successor
to MMS, was liable for Mr. Vegnani's judgment. The Court is not
persuaded that Mr. Vegnani's efforts to seek redress for injuries
in federal court somehow amounts to -- or even comes close to --
fraud or intimidation, particularly when the lawsuit had more than
a modicum of merit (as determined by the District Court's denial of
Medlogix's motions to dismiss and for summery judgment).
Similarly, the lawsuit against Medlogix was brought because Mr.
Vegnani believed that Medlogix was liable as a successor to MMS. On
the surface, the lawsuit was supported by a legitimate motive,
namely collection of a judgment. Mr. Deleo's amended complaint does
not contain factual allegations that weaken this commonsense
conclusion, Judge Fagone noted. Perhaps the pendency of Mr.
Vegnani's lawsuit against Medlogix put Mr. Deleo in an
uncomfortable position with his employer. It may even have caused
Mr. Deleo to make difficult choices. But Mr. Deleo's discomfort
does not equate to Mr. Vegnani's fraud or intimidation, nor does it
establish that Mr. Vegnani filed a lawsuit in federal court for an
improper purpose, the judge said. In short, the Court is persuaded
by the arguments raised in Mr. Vegnani's motion to dismiss and
those arguments are not undermined, to any extent, by the amended
complaint.
The Chapter 11 case is In re: Michael James Deleo, Chapter 11,
Debtor, Case No. 21-20025 (D. Maine).
The adversary proceeding is Michael James Deleo, Plaintiff, v.
Anthony Vegnani, Defendant, Adversary Proceeding 21-2006 (D.
Maine).
A full-text copy of the Recommended Decision dated Sept. 30, 2021,
is available at https://is.gd/sM3gGI from Leagle.com.
MIDLAND COGENERATION: Fitch Raises $560MM Sec. Notes to 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded Midland Cogeneration Venture LP's (MCV)
$560 million secured notes ($221.1 million outstanding) to 'BB+'
from 'BB-'. The Rating Outlook is Stable.
RATING RATIONALE
The upgrade reflects the financial profile following the redemption
of the Series 2013 notes and lower debt service payments through
the Series 2011 notes maturity in March 2025. The project's high
proportion of contracted revenues under a power purchase agreement
(PPA) with Consumers Energy (Consumers; A-/Stable) mitigates price
risk. MCV's operational risk is moderate with a stable operating
history supported by a strong long-term service agreement (LTSA)
coverage and significant equipment redundancy somewhat offset by
the project's mild cost variability. MCV's rating case results in
an average debt service coverage ratio (DSCR) of 1.33x, while on
the lower end of the rating level, is supported by the unique
operational flexibility and resiliency not typical of most thermal
plants.
KEY RATING DRIVERS
Significant Redundancy and Stable Operations (Operation Risk:
Midrange)
MCV self-performs operations, though planned O&M and major
maintenance costs are adequately covered under the LTSA with
investment grade manufacturer affiliate, GE (BBB/Stable) through
final maturity. MCV benefits from a high degree of equipment
redundancy and excess capacity, which has allowed for strong
historical PPA availability in excess of 99% and stable operations.
Accelerated rotor replacements resulted in higher forecasted
capital expenditures. Previously, the rotor replacements were
planned to begin after debt maturity in 2025. The absence of a
dedicated O&M and major maintenance reserve is mitigated by
coverage provided under the LTSA, liquidity from the working
capital facility and issuer funded General Reserve and flexibility
in capital spend.
Some Fuel Supply Risk (Supply Risk: Midrange)
MCV has some supply risk as a result of its short-term fuel
contract with Shell Energy. However, the short-term nature of the
fuel contract is partially mitigated by an abundant supply of the
resource and substitute fuel suppliers, as well as MCV's track
record of meeting fuel supply requirements dating back to 1990.
Potential price risk stemming from contract replacement or renewal
is mostly mitigated by pass-through of fuel costs via MCV's
off-take agreements, with any remaining exposure hedged with
forward contracts.
Contracted Revenues (Revenue Risk: Midrange)
On average, over 90% of MCV's revenues are contracted between
Consumers at roughly 80%, and Corteva at roughly 10%. Revenues are
fixed-price with a broad indexation to costs, and risk of
performance penalties and PPA termination is limited. Cash flows
are moderately sensitive to dispatch levels as the margins
generated provide additional cash flow cushion for debt repayment.
Conventional Debt Structure (Debt Structure: Midrange)
MCV's rated debt structure consists of senior, fully amortizing,
fixed-rate debt. Bondholders benefit from a backward-looking equity
distribution test of 1.20x DSCR as well as leverage limitations,
which provide adequate liquidity. MCV also has a six-month debt
service reserve funded with a letter of credit.
Financial Summary
Fitch's DSCR calculation treats the General Reserve as an operating
expense rather than as a cost offsetting line item. Fitch
calculated a rating case average DSCR of 1.33x with a minimum of
1.30x. An additional rating case scenario including projected
merchant cash flows for generation above 1,240MW results in an
average DSCR of 1.38x, a 5-basis point (bp) improvement. The rating
case profile is on the lower end for the rating level but is
moderated by the demonstrated stable operating history, potential
merchant cash flow support, and operational flexibility to delay
other discretionary capital projects if needed. MCV's level of
flexibility is unique and provides cushion to withstand temporary
periods of underperformance.
PEER GROUP
The rating is comparable to other thermal projects, which may have
slightly higher coverages but lack the level of operational
flexibility of MCV. Lea Power (BB+/Stable) has an average rating
case DSCR of 1.42x and minimum of 1.20x, but historically
experienced higher than forecasted operating expenses and lacks
equipment redundancy. Higher rated peers such as Orange Cogen
(A-/Stable) benefit from a stronger rating case DSCR profile
supported by fixed capacity payments alone as sufficient to cover
both operating costs and debt service with ample cushion
remaining.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Costs consistently exceeding Fitch's rating case forecasts;
-- Projected Fitch calculated rating case DSCR's persistently
falling below rating case forecasts.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Pre-funding of forecasted capital expenditures for the
remaining debt term exclusive of operating cash flow;
-- Projected Fitch-calculated rating case DSCR that is
consistently above 1.40x.
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.
TRANSACTION SUMMARY
MCV was formed in 1990 as a limited partnership to convert a
portion of an uncompleted Consumers nuclear power plant into a
1,633MW natural gas-fired, combined cycle, cogeneration facility.
The 2011 debt issuance ($560.0 million, $221.1 million outstanding)
refinanced the sponsors' term loans to acquire MCV in 2009, and the
additional, pari passu 2013 issuance ($181.3 million) monetizes
incremental cash flows resulting from several contract amendments
that occurred between 2011 and 2013. In September 2021, the Bank
term loan issuance ($330 million, unrated) with a maturity of
September 2028 was used to redeem the 2013 debt issuance and
monetize the PPA with Consumers Energy that was extended to May
2030.
CREDIT UPDATE
Overall performance for YTD Q2 2021 is trending close to forecasts
with a Fitch calculated DSCR (excluding the general reserve) of
1.20x compared to management's forecast of 1.16x for the review
period. Revenues are lower compared to forecasts due to lower plant
dispatch which was offset by lower fuel costs and operating
expenses. There were no material operational issues noted at the
plant during the period.
FINANCIAL ANALYSIS
Fitch's base and rating case assume availability averaging 99%, a
SEPA load of 46MW, a 30% reduction to projected ancillary and
arbitrage revenues, and exclusion of merchant and black start
sales. Fitch's base case assumes inflationary cost growth and a
heat rate in line with historical averages. Fitch's base case DSCRs
average 1.40x over 2022-2024 with a minimum of 1.36x.
Fitch's rating case assumes a 5% higher cost profile, a 1% increase
to the heat rate, and higher fuel prices. In Fitch's rating case,
DSCRs average 1.33x over 2022-2024 with a minimum of 1.30x. MCV has
a high level of equipment redundancy to withstand temporary
operational issues that may arise. Management indicates that two to
three gas turbines can be down at a time depending on the season
while still continuing to maintain 100% PPA availability.
Merchant capacity and energy cash flows provide on average an
additional coverage cushion of slightly more than 5bps. The
merchant forecasts are based on Fitch's merchant base and low gas
and power price decks. Base case coverages average 1.46x with a
minimum of 1.43x when merchant revenues are included. Under rating
case, DSCR averages 1.38x with a minimum of 1.37x. Historically MCV
has shown the ability to generate merchant cash flow with
historical Fitch calculated DSCRs from 2015-2020 averaging 1.37x.
The resulting coverages demonstrate the flexibility available to
generate additional cash flow cushion to support repayment of the
debt.
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.
MKS INSTRUMENTS: S&P Downgrades ICR to 'BB', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on MKS
Instruments Inc. (MKSI), a provider of instruments, subsystems, to
'BB' from 'BB+' as its incremental borrowing will raise leverage to
more than 4.0x on a pro forma basis and S&P expects net leverage to
remain more than 3.0x through the end of 2022.
S&P assigned its 'BB' issue-level and '3' recovery ratings to the
new revolving credit facility and first-lien term loan.
The stable outlook reflects S&P's expectation that MKSI will
benefit from strong near-term demand visibility in semiconductor
markets, extending revenue growth while maintaining stable
profitability and enabling modest deleveraging over the next 12-24
months.
MKSI is acquiring Atotech, a manufacturer of specialty chemicals
and equipment for high-tech electroplating applications, for
approximately $5.1 billion.
The company will finance the transaction with new $5.3 billion term
loan credit facility, cash on hand, and $1.6 billion of new equity.
The company is also issuing a $500 million revolving credit
facility which will be undrawn at close.
S&P said, "The 'BB' rating reflects our expectation that
incremental borrowing to fund the acquisition of Atotech will keep
leverage above 3x through 2022. We model pro forma leverage to
slightly exceed 4x at transaction close, which is significantly
higher from its current near net cash position. MKSI has
historically run a very conservative balance sheet with leverage
not materially exceeding 1.5x over the past two years, even as it
borrowed to fund the past acquisitions of Newport and ESI. However,
the acquisition of Atotech causes a material and fairly
unprecedented rise in financial leverage over the next few years,
and we acknowledge the company's intention to continue to pursue
inorganic growth to further expand its business. Despite the
elevated leverage profile in the near term, we expect the company
to benefit from significant near-term demand visibility from
semiconductor markets, which should help maintain stable operating
performance and generate over $700 million of annual free operating
cash flow (FOCF) to support the business as it works through a
period of elevated leverage."
The Atotech acquisition further diversifies the company's business
into advanced manufacturing, however, MKSI remains fairly exposed
to semiconductor industry cyclicality. The acquisition of Atotech
will scale MKSI's revenue base to around $4.5 billion in 2022, up
from $2.7 billion standalone, and will significantly reduce
exposure to the semiconductor industry to about 40% of sales, down
from about 60%. Non-semiconductor revenues primarily come from
advanced electronics manufacturing, industrial, health and life
sciences, and research and defense end markets. Atotech's specialty
in chemicals and equipment for high-tech electroplating
applications provides a complementary set of offerings to MKSI, who
currently offers PCB drilling solutions. S&P views this
increasingly diverse end-market portfolio positively, as it should
reduce volatility in MKSI's operating performance through
semiconductor industry cycles. The acquisition also provides
meaningful reduction to the company's customer concentration,
lowering the revenue contribution from Applied Materials and LAM
Research to around 15% from historically 25%. The Atotech
transaction represents the company's latest effort to reduce its
exposure to the volatile semi supply cycle, following the ESIO and
Newport acquisitions. The acquisition will also increase MKSI's
recurring revenue base, as the combined company will have around
30% of revenue exposure to the consumables business that Atotech
brings, a meaningful transition from standalone MKSI having 90% of
revenues generated from equipment sales.
S&P said, "We expect pro forma revenues, assuming full year
contribution from Atotech, to increase by around 20% in 2021, with
stable EBITDA margins approaching 30%. We expect robust growth in
2021, driven by broad-based demand in both semi and advanced
markets. MKSI grew by about 30% in year-to-date June 30, 2021, due
to favorable semiconductor market environment as well as healthy
demand for its flex PCB via drilling solutions for advanced
electronics. Similarly, Atotech reported double-digit percentage
growth in both its Electronics (IC substrate and semiconductor
packaging solutions) and General Metal Finishing (automotive)
segments. We expect momentum to continue through the rest of the
year with support from secular growth trends such as 5G and
Internet of Things (IoT), driving the demand for hardware and
semiconductors. Thereafter, we expect growth to moderate to around
mid-single-digit percentage. S&P Global Ratings'-adjusted EBITDA
margins were 28% in the 12-months-ended June 30, 2021, and we
expect profitability to remain at similar levels in the near term,
including Atotech, who has a similar margin profile to that of
MKSI. We expect that synergies from the acquisition will be modest
over the intermediate term and most potential for margin expansion
to come from operating leverage if growth can be sustained."
The stable outlook on MKSI incorporates S&P Global Ratings' view
that the company will deliver organic revenue growth in the mid- to
high-single-digit percentage area in the 12-24 months
post-acquisition close, maintain EBITDA margins in the high-20%
area, and generate discretionary cash flow greater than $700
million annually.
S&P could lower the rating if:
-- Material operating performance deterioration, loss of a major
customer relationship, or more aggressive financial policies result
in adjusted leverage sustained above 4x; or
-- Integration of Atotech causes significant disruption to
business operations.
Although unlikely over the next 12 months, S&P could consider an
upgrade over the longer term if:
-- The company continues to improve the overall scale of the
business and further lowers its exposure to the semi-cap investment
cycle; or
-- Leverage remains below 3x through continued revenue growth and
successful integration of acquisitions.
MONOTYPE IMAGING: Moody's Hikes CFR to B3 & First Lien Debt to B2
-----------------------------------------------------------------
Moody's Investors Service upgraded Monotype Imaging Holdings Inc.'s
corporate family rating to B3 from Caa1 and its probability of
default rating to B3-PD from Caa1-PD. At the same time, Moody's
upgraded the company's first lien credit facility's (revolver and
term loan) rating to B2 from B3. The outlook is stable.
The upgrade of the CFR to B3 reflects strong momentum in the
business driven by improved conversion rates for new business and
renewals within its largest enterprise segment, while also managing
to stabilize revenue in the display and digital commerce segments.
The company also converted 90% of its printer OEM revenue to
fixed-fee contracts, renewing all key contracts in fiscal 2020,
making cash flows more predictable. Monotype has executed well on
its transition to an enterprise sales model, having substantially
completed its restructuring program and extracted significant cost
savings from the business that have far exceeded expectations.
Moody's believes that the company's strong pipeline and greater
adoption of Monotype's fonts and the Monotype Fonts platform in the
growing market will accelerate growth trajectory in the business,
including organic revenue growth in the mid-single digit
percentages and profitability gains in double-digits. Moody's
projects the company's debt-to-EBITDA (Moody's adjusted) leverage
of around 7.4x as of June 30, 2021 to decline towards 6.5x in
fiscal 2022. Moody's also expects the company will maintain
adequate liquidity profile and generate annual free cash flow of
around $30-35 million (excluding potential acquisitions and
mandatory debt payments).
The following ratings/assessments are affected by the action:
Ratings Upgraded:
Issuer: Monotype Imaging Holdings Inc.
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured Bank Credit Facility, Upgraded to B2 (LGD3) from B3
(LGD3)
Outlook Actions:
Issuer: Monotype Imaging Holdings Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Monotype's B3 CFR reflects the company's highly leveraged capital
structure, small operating scale and narrow product focus, an
aggressive financial strategy supportive of acquisition-oriented
growth, and ongoing transition of its license revenue from
perpetual to term. The company's historically tepid organic revenue
growth and lack of free cash flow generation due to high levels of
restructuring expenses further constrain the rating. The company
has undergone a significant transition of its business since the
2019 leveraged buyout by HGGC, including build out of its
enterprise-focused sales force, divesting of non-core and
unprofitable divisions, substantially completing cost
restructuring, and making its revenues more predictable. Monotype's
governance risk will continue to remain high given financial
sponsor ownership and its acquisition appetite. The company will
continue to seek accretive acquisitions that are likely funded with
an incremental debt.
Credit support is provided by the company's leading market position
in a niche digital font industry, a well-known portfolio of
effectively perpetually protected font IP, a substantial share of
recurring revenues, and strong profitability margins relative to
other rated business services companies. Monotype achieved
significant cost savings since the 2019 LBO, meaningfully elevating
its profitability margins and cash flow conversion. Moody's expects
the company to maintain at least adequate liquidity over the next
12-15 months.
The stable outlook reflects Moody's expectation that the company
will generate revenue growth in the mid-single digit percentages
and further expand its operating margin. The outlook also
anticipates Monotype's debt-to-EBITDA (Moody's adjusted) leverage
will trend towards mid-6.0x in fiscal 2022 and the company will
maintain at least adequate liquidity.
Moody's expects Monotype to maintain adequate liquidity over the
next 12-15 months. Sources of liquidity consist of unrestricted
balance sheet cash of around $61 million as of June 30, 2021, full
excess availability under its revolving credit facility and Moody's
expectation for annual free cash flow of $30-35 million, before
mandatory debt amortization payments. The company's cash flows can
be lumpy depending on the timing of contractual payments from its
enterprise customers which can range from either upfront payment to
recurring payments over a multiple year term. Monotype's $70
million revolving credit facility expiring October 2024 was undrawn
at June 30, 2021. There are no financial maintenance covenants
under the existing term loans, but the revolving credit facility is
subject to a springing first lien net leverage ratio of 7.35 when
the amount drawn exceeds 35% of the revolving credit facility.
Moody's expects the company to remain well in compliance with the
springing first lien net leverage covenant, if tested.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company establishes a longer
track record of organic revenue and earnings growth, substantially
increases its scale, maintains good liquidity, while committing to
more balanced financial policy. Quantitatively, the company's
rating could be upgraded if debt-to-EBITDA (Moody's adjusted) is
sustained below 6.0x and free cash flow-to-debt is maintained in
the high single digit percentages.
The ratings could be downgraded if revenues or earnings
unexpectedly decline, liquidity deteriorates, or if financial
policies become more aggressive. This could be exemplified by
debt-to-EBITDA (Moody's adjusted) sustained above 7.5x, or free
cash flow-to-debt at breakeven or lower levels.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Woburn, Massachusetts, Monotype has a leading
market position in the digital font industry, providing
software-enabled font content IP licensing to its enterprise, small
medium-sized businesses, freelancers, and individuals. The company
is majority owned by HGGC since its take-private transaction in
2019. Moody's estimates the company's annual revenue of
approximately $225 million in fiscal 2021.
MUSCLEPHARM CORP: Amends Settlement Agreement With Nutrablend
-------------------------------------------------------------
MusclePharm Corporation and NBF Holdings Canada Inc. (Nutrablend)
entered into an amendment to a settlement agreement that was
originally entered into on Sept. 25, 2020.
Pursuant to the amended agreement, MusclePharm is no longer
obligated to issue purchase orders to Nutrablend as stated in the
settlement agreement, which, as stated in the Initial 8-K dated
Sept. 25, 2020, consisted of at least (i) $1,500,000 from Sept. 1,
2020 through Nov. 30, 2020; (ii) $1,800,000 from Dec. 1, 2020
through Feb. 28, 2021; (iii) $2,100,000 from March 1, 2021 through
May 31, 2021; (iv) $2,100,000 from June 1, 2021 through Aug. 31,
2021; and (v) $1,400,000 from Sept. 1, 2021 through Oct. 30, 2021.
The monthly payments provision of the settlement agreement remains
unchanged.
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.musclepharm.comand
http://www.musclepharmcorp.com-- is a lifestyle company that
develops, manufactures, markets and distributes branded nutritional
supplements. The Company offers a broad range of performance
powders, capsules, tablets, gels and on-the-go ready to eat snacks
that satisfy the needs of enthusiasts and professionals alike.
MusclePharm reported net income of $3.18 million for the year ended
Dec. 31, 2020, compared to a net loss of $18.93 million for the
year ended Dec. 31, 2019. As of March 31, 2021, the Company had
$9.95 million in total assets, $34.27 million in total liabilities,
and a total stockholders' deficit of $24.32 million.
Los Angeles, California-based SingerLewak LLP issued a "going
concern" qualification in its report dated March 29, 2021, citing
that the Company has suffered recurring losses from operations, has
an accumulated deficit and its total liabilities exceed its total
assets. This raises substantial doubt about the Company's ability
to continue as a going concern.
NB LOFT VUE: Seeks to Use Fannie Mae's Cash Collateral
------------------------------------------------------
NB Loft Vue, DST and NB Vue Mac, DST ask the U.S. Bankruptcy Court
for the Southern District of Texas, Houston Division, for authority
to use Fannie Mae's cash collateral, including rents collected
after the termination of cash collateral usage on August 25, 2021,
for the sole purposes of making monthly payments to Fannie Mae in
an amount equal to the contract rate of interest of Fannie Mae's
secured interest pursuant to section 362(d)(3) of the Bankruptcy
Code.
The Debtors are not at this time requesting authority to use cash
collateral for any other purpose, including for operating expenses.
On August 25, 2021, the Debtors agreed to cease the use of Fannie
Mae's cash collateral for operating expenses for their respective
properties, and agreed to collect and hold rents, with such
collected rents not to be transferred or otherwise used absent
further Court order. As such, since August 25, 2021, the Debtors
have been depositing postpetition rents into their accounts but
have not spent them, instead utilizing the proceeds of a
debtor-in-possession loan provided by Nelson Partners, LLC.
At this point, the Debtors have elected not to file plans of
reorganization at this time for several reasons: (i) the pendency
of the motions for relief from automatic stay filed by Fannie Mae;
and (ii) the active, ongoing marketing of the Debtors' assets,
which have drawn substantial interest from buyers and investors and
is expected to result in one or more proposed transactions that
will form the basis for future plans. As such, the Debtors wish to
commence making interest payments to Fannie Mae.
For Vue Mac, based on the proof of claim filed by Fannie Mae on
September 10, 2021, Fannie Mae asserts that it has a secured claim
in the amount of $17,401,403. At a contract rate of interest of
4.59%, this would result in monthly interest payments in the amount
of $66,560.37. Vue Mac, with authority from the Court, will
immediately commence making the foregoing monthly payments to
Fannie Mae, with the first payment to occur immediately upon Court
approval and future payments to be made on the 5th day of each
month.
For Loft Vue, based on the proof of claim filed by Fannie Mae on
September 10, 2021, Fannie Mae asserts that it has a secured claim
in the amount of $11,228,547, with the principal balance of Fannie
Mae’s loan being $10,712,000. At a contract rate of interest of
3.82%, this would result in monthly interest payments in the amount
of $34,099.87. Loft Vue, with authority from the Court, will
immediately commence making the foregoing monthly payments to
Fannie Mae, with the first payment to occur immediately upon Court
approval and future payments to be made on the 5th day of each
month.
A copy of the motion is available at https://bit.ly/3mmwEvV from
PacerMonitor.com.
About NP Loft Vue DST
NP Loft Vue DST sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-32292) on July 6,
2021. In the petition signed by Patrick Nelson, authorized
representative, the Debtor disclosed up to $50 million in both
assets and liabilities.
Judge Marvin Isgur oversees the case.
Thomas Berghman, Esq., at Munsch Hardt Kopf & Harr, P.C. is the
Debtor's counsel.
NCR CORP: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has removed the ratings of NCR Corporation from Under
Criteria Observation (UCO). Fitch has also affirmed the Long-Term
Issuer Default Rating (IDR) of NCR Corporation and IDRs for
subsidiary co-borrowers on the company's senior secured facilities
at 'BB-'. The Rating Outlook is Stable.
For NCR Corporation, the Senior Secured revolver and term loans
were also upgraded to 'BB+'/'RR2' from 'BB'/'RR2' to reflect
Fitch's updated Corporates Recovery Ratings criteria. Its senior
unsecured notes, convertible notes and preferred stock were
affirmed at 'BB-'/'RR4'. For subsidiary co-borrowers on the
company's senior secured facilities, Fitch has upgraded the
revolver and term loan B to 'BB+'/'RR2' from the prior 'BB'/'RR2'
and assigned new ratings of 'BB+'/'RR2' to the incremental term
loan A issued this year.
The rating actions affect approximately $6.0 billion of gross debt,
not including unused capacity on the $1.1 billion senior secured
revolving facility and including $273 million of preferred stock.
KEY RATING DRIVERS
Cardtronics Acquisition: The June 2021 Cardtronics acquisition
further diversifies the business mix away from hardware sales and
advances NCR's strategy toward a higher mix of recurring revenue,
as Cardtronics generates most of its revenue from ATM operation
fees. Gross leverage is high near 5.7x at June 2021 pro forma for
the acquisition, but management indicated it plans to use all
excess FCF to reduce debt and net leverage to below 3.5x by YE
2022. Cardtronics claims to operate the world's largest non-bank
ATM network. Fitch believes there are secular challenges for ATMs
over time, but Cardtronics can benefit from ongoing outsourcing as
banks continue to close branches.
Recurring Revenue: Approximately 55% of 2020 revenue is from
recurring revenue, including products and services under contract
where revenue is recognized over time. This recurring mix is
materially lower than other companies Fitch rates in the payments
industry and is a consideration with respect to the IDR. Management
seeks to grow this mix to 60%-70% of total sales by 2024, which
Fitch believes will come via a combination of internal sales
initiatives, growth in payment processing (via its December 2018
JetPay acquisition) and incremental M&A.
M&A Risk: Fitch believes NCR will continue to execute on M&A to
grow, which brings both integration and balance sheet risk. Fintech
has been particularly active with M&A this cycle, and Fitch expects
this trend will continue. NCR completed fourteen deals since
mid-2018 for more than $4.6 billion collectively and has one small
deal pending. The company's largest acquisitions to date were
Cardtronics ($2.5 billion) and its January 2014 Digital Insight
Corp. purchase ($1.6 billion), which diversified it beyond ATMs,
POS and self-service kiosks into digital banking solutions.
ATM Challenges: Fitch believes ATM sales could be pressured over
the medium/long term as consumer habits shift further away from
cash, although increased bank outsourcing could act as an offset.
Fitch estimates ATMs and related software/services comprise the
biggest piece of legacy NCR's revenue, or near 40%. The Nilson
Report projects cash usage will decrease from 22% of transactions
in the U.S. in 2019 to 12% by 2024. Management's latest guidance
forecasts ATM hardware sales will be flat in the next five years,
which is reflective of this view. Fitch believes demand for
cash/ATMs will have a long tail and NCR, as one of two market
leaders with combined 50%-60% share, will continue to derive
material profitability from the business.
Competitive End Markets: NCR has meaningful presence in its key end
markets, but competition is intense and fragmented in a number of
areas. NCR has leading market share in retail POS, restaurant
software and self-checkout systems and is the #2 vendor in ATM
manufacturing with 25%-30% share behind that of Diebold Nixdorf,
Inc. It is also the world's largest non-bank ATM operator following
its Cardtronics acquisition. However, it faces a range of
competition from large fintech providers (FIS, Fiserv, others),
technology-focused disruptors (Square, Toast, others) and others
that could limit growth over time.
Increased Leverage Post Cardtronics: Fitch calculates NCR's pro
forma gross debt/EBITDA near 5.7x at June 2021, or above Fitch's
negative rating sensitivity for the 'BB-' rating category. However,
this should be temporary and Fitch believes management will
prioritize debt reduction through YE 2022. Stable FCF generation
should enable deleveraging to the mid-3.0x range by YE 2022 absent
any material M&A activity. Gross leverage was in the 3x-4x range in
recent years, which Fitch believes is manageable for the rating
category and for the company's solid FCF generation profile.
Solid Cash Flow: Fitch views the company's historic track record of
solid FCF generation as a key rating consideration. NCR generated
positive FCF in all except two years from 2007-2020, with 2012-2013
being negatively impacted by approximately $800 million of pension
contributions (FCF was positive during these years adjusted for
these items). Fitch believes NCR will continue to generate strong
FCF in the next few years although working capital improvements
realized during 2020 may be tough to replicate and an underfunded
pension could consume cash in the future.
Underfunded Pension: Fitch believes NCR's unfunded pension could be
a use of cash in the future, but a $70 million discretionary
payment made in 2020 should delay any material mandatory
contributions until 2023. Future contributions should be manageable
given the company's historic track record of positive FCF
generation. NCR's pension obligation was $3.3 billion and was
underfunded by $667 million at December 2020. The company has
domestic and foreign defined benefit pension and postemployment as
well as domestic postretirement plans.
DERIVATION SUMMARY
Fitch's ratings and Outlook for NCR are supported by the company's
stable market position across its business, diversification of end
markets, history of positive FCF generation, and moderate leverage
for the rating category. NCR does not have any direct comparables
that compete across all of its segments given the diverse nature of
its end markets, but Fitch assesses the rating relative to other
fintech companies that provide a range of similar software,
hardware and service offerings.
Unlike other companies Fitch rates in the fintech space, NCR's
exposure to payments processing is minimal and the company derives
most of its revenue and profitability from software, services and
hardware. It operates a meaningfully lower margin business than
other Fitch-rated fintech peers due to a higher mix of hardware and
services. Euronet Worldwide, Inc. (BBB/Stable) is materially
smaller by revenue and EBITDA but historically managed a much more
conservative balance sheet, with gross leverage historically in the
1x-2x range. NCR has a much stronger operating position than
competitor Diebold Nixdorf Incorporated, which has much higher
leverage (mid-5.0x), lower EBITDA margins (high-single digit
percentage versus NCR's in the mid/high-teens) and burned FCF in
recent years.
KEY ASSUMPTIONS
-- Organic revenue growth in the low to mid-single digit range in
the coming years, with incremental growth from the Cardtronics
acquisition (closed in June 2021);
-- EBITDA margin expansion to the low-20% range in the next few
years driven by a higher mix of software and services, higher
margin EBITDA from Cardtronics and cost saving initiatives;
-- Capex at 4%-5% of revenue, or similar to recent years;
-- The $2.5 billion Cardtronics acquisition closed in mid-2021
and LibertyX is projected to close in 2H21;
-- Majority of excess cash flow assumed used for debt reduction
in the near term until the company achieves net leverage below
3.5x. Share repurchases resumed after target leverage is
achieved;
-- Gross leverage decreases from the high-5.0x range at June 2021
to mid-3x range by YE 2022 via debt reduction and EBITDA
growth.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch-defined gross leverage, or total debt with equity credit
to operating EBITDA, sustained at/below 3.5x;
-- Revenue expected to grow by low-to-mid-single digit percentage
(3%-5%) or higher over multiple years, signaling an improved
long-term growth profile.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Gross leverage sustained at/above 4.0x;
-- FCF margins expected to be sustained near 1.0% or below, or
below historical levels;
-- Competitive and/or structural changes to industry that
pressure revenue, EBITDA and/or FCF.
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: NCR's liquidity is stable and should support
its operations, growth and M&A strategy in the coming years.
Liquidity is supported by: (i) $449 million of cash and equivalents
as of June 2021; (ii) undrawn capacity on its $1.3 billion senior
secured revolver; (iii) FCF generation, which ranged from $223
million-$628 million per year from 2016-2020 (FCF margins of
4%-10%); and (iv) up to $300 million of borrowing capacity under
its A/R securitization facility. Cardtronics generated average FCF
of $132 million per year from 2014-2020, with a range from $79
million-$227 million.
Debt Profile: Nearly two-thirds of NCR's debt was fixed rate as of
June 2021, excluding preferred stock. Outstanding debt consists of:
(i) $1.9 billion on a senior secured term loan facility; (ii) $100
million drawn on its $1.3 billion senior secured revolver; and
(iii) $3.7 billion of senior unsecured notes with maturities
ranging from 2025-2030. The company has a $1.3 billion senior
secured revolver and a $300 million trade receivables
securitization facility available for liquidity needs. The company
also has $273 million of Series A convertible preferred stock
outstanding, which Fitch considers to be debt as per Fitch's
Corporate Hybrids criteria.
ISSUER PROFILE
NCR operates as a software, services and hardware enterprise
solutions provider, with products targeted at the banking,
restaurant and hospitality sectors. Its offerings include digital
banking and payment solutions, multivendor connected device
services, ATMs, POS terminals and barcode scanners.
NEONODE INC: Attorney in Dismissed Class Action Seeks $400K in Fees
-------------------------------------------------------------------
A complaint has been filed against Neonode, Inc. seeking to recover
$400,000 in attorneys' fees and expenses incurred in connection
with a now dismissed class action lawsuit. The complaint was filed
by the plaintiff's attorney in the Supreme Court of the State of
New York, County of Nassau.
As previously announced, on Sept. 2, 2020, a putative stockholder
of Neonode filed a purported class action lawsuit (Case No.
1:20-cv-01174-UNA) in the U.S. District Court for the District of
Delaware against the company and its board of directors and chief
executive officer for alleged violations of Sections 14(a) and
20(a) of the Securities Exchange Act of 1934, as amended, related
to the company's proxy statement filed with the Securities and
Exchange Commission on Aug. 20, 2020 for its 2020 annual meeting of
stockholders, with respect to its August 2020 private placement.
On Oct. 20, 2020, the plaintiff voluntarily dismissed the
proceeding, but subsequently informed the company that plaintiff's
counsel intended to file a fee petition with respect to the
proceeding.
Neonode does not believe that plaintiff's counsel should be
entitled to any fee award and currently intends to defend against
or settle this matter if possible.
About Neonode
Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- develops
user interface and optical interactive touch and gesture solutions.
Its patented technology offers multiple features including the
ability to sense an object's size, depth, velocity, pressure, and
proximity to any type of surface.
Neonode reported a net loss attributable to the Company of $5.6
million for the year ended Dec. 31, 2020, compared to a net loss
attributable to the Company of $5.30 million for the year ended
Dec. 31, 2019. As of June 30, 2021, the Company had $11.86 million
in total assets, $3.54 million in total liabilities, and $8.32
million in total stockholders' equity.
NEW ENTERPRISE: Moody's Cuts CFR to B3 & Rates New $575MM Notes B2
------------------------------------------------------------------
Moody's Investors Service downgraded New Enterprise Stone & Lime
Co., Inc.'s (NESL) Corporate Family Rating to B3 from B2 and
Probability of Default Rating to B3-PD from B2-PD. In addition,
Moody's downgraded NESL's senior unsecured rating to Caa2 from
Caa1. Moody's also assigned a B2 rating to NESL's proposed $575
million senior secured notes maturing in 2028 and a Caa2 to a $67
million add-on to the company's 9.75% senior unsecured notes due
2028. The ratings downgrade reflects an increase in financial
leverage and Moody's expectation that, despite debt repayment and
earnings growth, debt-to-EBITDA will remain above 6.0x until 2023.
The outlook remains stable.
The proceeds from the proposed financing will be used to redeem the
6.25% senior secured notes maturing 2026, pay the associated call
premium and finance a $185.5 million share repurchase, which will
consolidate family ownership among two family members. The rating
on the existing 6.25% senior secured notes will be withdrawn at the
close of the transaction.
"Despite a strong operating environment, we believe the increase in
leverage will limit NESL's strategic and financial flexibility over
the next 12 to 18 months", said Emile El Nems, a Moody's VP-Senior
Credit Officer. Should a multi-year infrastructure bill pass,
Moody's project the company will be able to reduce leverage by an
additional 0.5x during fiscal year 2023.
The following rating actions were taken:
Downgrades:
Issuer: New Enterprise Stone & Lime Co., Inc.
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5)
from Caa1 (LGD5)
Assignments:
Issuer: New Enterprise Stone & Lime Co., Inc.
Senior Secured Notes, Assigned B2 (LGD3)
Senior Unsecured Notes, Assigned Caa2 (LGD5)
Outlook Actions:
Issuer: New Enterprise Stone & Lime Co., Inc.
Outlook, Remains Stable
RATINGS RATIONALE
NESL's B3 Corporate Family Rating reflects the company's high
leverage, vulnerability to cyclical end markets and its customer
concentration. A significant portion of NESL's revenue is generated
from PennDOT, the Pennsylvania Turnpike Commission and other
agencies. At the same time, the rating reflects the company's
strong market position as a dominant local supplier of construction
materials and a contractor of heavy/highway construction in the
Commonwealth of Pennsylvania and Western New York. In addition, the
credit rating is supported by the company's good liquidity profile,
solid operating margins, and free cash flow generation.
Moody's expects NESL to have good liquidity over the next 12 to 18
months. The company had a cash balance of $19 million as of
8/31/2021 and is expected to use a portion of cash on hand as part
of the transaction. Pro forma for the proposed refinancing, the
company has around $9 million in cash and $61 million in undrawn
availability under its $105 million ABL facility expiring in
September 2026. Under its ABL, NESL is subject to a springing fixed
charge coverage ratio of 1.0x (EBITDA-to-Net-interest expense) if
the company's total excess liquidity is at any time less than $10.5
million. The company would remain subject to the springing fixed
charge coverage ratio until its excess liquidity is above $12
million for 30 consecutive days.
The B2 rating on the company's senior secured notes is one notch
higher than NESL's CFR, reflecting their priority position and
collateral to the company's senior unsecured notes. The Caa2 rating
assigned to the company's senior unsecured notes is two notches
below the CFR and results from their junior position in NESL's
capital structure.
Corporate governance characteristics Moody's consider include (i)
an aggressive financial policy characterized by management's
willingness to take on leverage to fund the $190 million share
repurchase and (ii) the risk of being a family owned business.
Typically, privately controlled companies, have a history of lower
transparency than widely held companies with diversified share
registries. However, this risk is somewhat mitigated by the
family's historical focus on execution, growing revenue and
reinvesting in the business.
The stable outlook reflects Moody's expectations that NESL will
steadily grow revenue organically, maintain stable profitability,
generate free cash, and use cash to reduce debt leverage. This is
largely driven by Moody's view that the US economy will improve
sequentially and remain supportive of the company's underlying
growth drivers.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if: the company maintains solid
margins and liquidity; Debt-to-EBITDA is sustained below 5.5x;
EBIT-to-interest expense approaches 2.0x.
The ratings could be downgraded if: the company's operating
performance and liquidity deteriorates; Debt-to-EBITDA is sustained
above 6.5x; EBIT-to-interest expense is sustained below 1.5x.
The principal methodology used in these ratings was Building
Materials published in September 2021.
New Enterprise Stone & Lime Co., Inc. is a privately held (Detwiler
family), vertically integrated construction materials supplier and
heavy/highway construction contractor. The company operates two
segments: construction materials and heavy/highway construction.
New Enterprise operates, owns or leases 57 quarries and sand
deposits (50 active), 33 hot mix asphalt plants, 21 fixed and
portable ready mixed concrete plants. NESL's operations are
primarily concentrated in Pennsylvania and Western New York.
NEW YORK BAKERY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The New York Bakery of Syracuse, Inc.
310 Lakeside Road
Syracuse, NY 13209
Case No.: 21-30770
Business Description: The New York Bakery of Syracuse is a full
service bakery located in Syracuse, New
York.
Chapter 11 Petition Date: October 4, 2021
Court: United States Bankruptcy Court
Northern District of New York
Judge: Hon. Diane Davis
Debtor's Counsel: Camille W. Hill, Esq.
BOND, SCHOENECK & KING, PLLC
One Lincoln Center
Syracuse, NY 13202
Tel: (315) 218-8000
Fax: (315) 218-8100
Email: chill@bsk.com
Total Assets: $1,584,711
Total Liabilities: $7,364,829
The petition was signed by Chris Christou 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/LK2C5XY/The_New_York_Bakery_of_Syracuse__nynbke-21-30770__0001.0.pdf?mcid=tGE4TAMA
NORTHWEST FIBER: Moody's Cuts CFR to B3 & Rates New $275MM Notes B1
-------------------------------------------------------------------
Moody's Investors Service downgraded Northwest Fiber, LLC's
corporate family rating to B3 from B2, probability of default
rating to B3-PD from B2-PD, first lien senior secured credit
facilities, comprised of a $100 million revolver and $500 million
term loan B due 2027, to B1 from Ba3 and $550 million of senior
unsecured notes to Caa2 from Caa1. Moody's assigned a B1 to
Northwest Fiber's proposed $275 million of senior secured notes due
2027. The net proceeds from the new secured notes will be used for
general corporate purposes and to fund early stage capital
investments in new greenfield network expansions mainly in markets
in Washington and Oregon contiguous to the company's existing
footprint. The outlook is stable.
Downgrades:
Issuer: Northwest Fiber, LLC
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Secured First Lien Bank Credit Facility, Downgraded to B1
(LGD2) from Ba3 (LGD2)
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5)
Caa1 (LGD5)
Assignments:
Issuer: Northwest Fiber, LLC
Senior Secured Regular Bond/Debenture, Assigned B1 (LGD2)
Outlook Actions:
Issuer: Northwest Fiber, LLC
Outlook, Remains Stable
RATINGS RATIONALE
Northwest Fiber's B3 CFR reflects weaker than expected EBITDA
growth trends partly attributable to permitting and construction,
and elevated debt leverage (Moody's adjusted) given the company's
pivot to a more ambitious business model and capital investing
strategy. In addition to pursuing steady market share advances
through telecom infrastructure upgrades in its original four-state,
1.6 million household ILEC footprint acquired in the May 2020
carveout of the Pacific Northwest assets of Frontier Communications
Holdings, LLC (Frontier, B3 stable), Northwest Fiber now targets an
additional 2.6 million households in contiguous markets recently
identified as greenfield expansion opportunities. Despite good
traction to date with its turnaround in historical broadband
subscriber trends, subscriber penetration levels exceeding rollout
expectations in its upgraded fiber markets and steady ARPU
increases across both fiber and copper subscribers, the company
will not meet Moody's prior EBITDA growth and deleveraging
expectations. High current leverage of around 5.2x at June 30, 2021
is not on track to meet Moody's peak debt leverage (Moody's
adjusted) expectations of 4.2x by year-end 2021. Pro forma for the
new secured notes debt leverage (Moody's adjusted) increases to
6.6x at June 30, 2021. Assuming strong execution in both existing
and new markets, Moody's expects Northwest Fiber will drive debt
leverage (Moody's adjusted) to below 6x by 2023.
Northwest Fiber's new plans to more aggressively use debt to fund
speculative capital investments in greenfield expansion markets is
viewed as a marked change in overall strategy and financial policy
from the fully-funded growth plan shared at the time of the
company's initial rating in May 2020. Moody's expects the company
will likely need to continually issue additional debt to fund the
full buildout of its newly targeted 2.6 million greenfield
households, and believes that the company will prudently fund its
cash flow deficits with a mix of debt and follow-on equity
contributions from existing sponsors. The higher execution risks
associated with the start-up nature of the company's new buildout
strategy is magnified by its current decision to operate with
higher debt leverage (Moody's adjusted). Moody's expects associated
EBITDA growth from these new markets will be less visible and more
uncertain, and accompanied by more persistent periods of negative
free cash flow which will pressure liquidity. The company's credit
profile also reflects its modest scale, secular pressures in legacy
copper-based portions of its ILEC network as evidenced by
multi-year declines in revenue due to voice and DSL customer
attrition and the presence of large-scale cable and telecom
companies providing competitive services to residential and
commercial customers across its markets.
Moody's expects Northwest Fiber to have adequate liquidity over the
next 12 months given sizable cash flow deficits tied to
growth-based capital investing. The company's $100 million
revolving credit facility remains undrawn. Balance sheet cash pro
forma for the secured notes issuance will be around $438 million as
of June 30, 2021. For 2021, Moody's now forecasts Northwest Fiber
generating negative free cash flow of around $200 million after
accounting for high capital spending of about 55% of revenue. The
revolver contains a springing maximum first lien net leverage
covenant of 5x to be tested when 35% or more of the revolver is
outstanding at the end of each quarter.
The instrument ratings reflect both the probability of default of
Northwest Fiber, as reflected in the B3-PD probability of default
rating, an average expected family recovery rate of 50% at default,
and the loss given default assessment of the debt instruments in
the capital structure based on a priority of claims. The first lien
senior secured credit facilities, which include the company's $100
million revolver and $500 million term loan, and the new secured
notes are rated B1, two notches above the B3 corporate family
rating given the loss absorption provided by the Caa2 rated senior
unsecured notes.
The stable outlook reflects Moody's expectations over the next
12-18 months of an inflection in revenue growth trends, stable
EBITDA margins and high capital intensity. An expectation for
decreasing debt leverage (Moody's adjusted) and liquidity to
support manageable cash flow deficits further support the stable
outlook.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the company's current competitive positioning, network
upgrade execution risks and speculative capital spending, upward
pressure is limited but could develop should Northwest Fiber's
Moody's adjusted debt/EBITDA decrease to below 5x on a sustainable
basis on the back of a successful implementation of the company's
strategy to increase penetration across its existing footprint and
grow EBITDA. An upgrade would also require the company to maintain
a good liquidity profile.
Downward pressure on the rating could arise should Moody's adjusted
debt/EBITDA remain above 6x on a sustained basis or should the
company's liquidity deteriorate or should execution of its growth
strategy suffer further delays or remain below budgeted
expectations.
The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.
Headquartered in Kirkland, Washington, Northwest Fiber operate a
copper and fiber communications network, currently passing 1.7
million total premises consisting of residential premises, located
mainly in high density markets in Washington, Oregon, Idaho and
Montana as well as commercial premises, located primarily in
Washington and Oregon.
NUTRIBAND INC: Receives Notice of Allowance From USPTO
------------------------------------------------------
Nutriband, Inc. received a Notice of Allowance from the United
States Patent and Trademark Office (USPTO) on Sept. 27, 2021 for
patent application 16/707,547, "Abuse and Misuse Deterrent
Transdermal Systems".
The receipt of a Notice of Allowance means that the USPTO is
expected to issue a U.S. patent for this application after
administrative processes have been completed.
About Nutriband
Nutriband Inc.'s primary business is the development of a portfolio
of transdermal pharmaceutical products. The Company's lead product
is its abuse deterrent fentanyl transdermal system which the
Company is developing to provide clinicians and patients with an
extended-release transdermal fentanyl product for use in managing
chronic pain requiring around the clock opioid therapy combined
with properties designed to help combat the opioid crisis by
deterring the abuse and misuse of fentanyl patches. The Company's
corporate headquarters are located at 121 S. Orange Ave. Suite
1500, Orlando, Florida 32765, telephone (407) 377-6695. Its website
is www.nutriband.com.
Nutriband reported a net loss of $2.93 million for the year ended
Jan. 31, 2021, compared to a net loss of $2.72 million for the year
ended Jan. 31, 2020. As of July 31, 2021, the Company had $10.16
million in total assets, $2.85 million in total liabilities, and
$7.32 million in total stockholders' equity.
OFS INTERNATIONAL: Unsec. Creditors to Recover 48% to 55% in Plan
-----------------------------------------------------------------
OFS International LLC and its Debtor Affiliates filed with the U.S.
Bankruptcy Court for the Southern District of Texas a Combined
Disclosure Statement and Plan of Reorganization dated September 30,
2021.
OFSI was founded in October 2012 and is headquartered in Houston,
Texas. The Debtors provide oil country tubular goods and services
such as threading, couplings, inspection services, pipe repair,
accessories, rig returns, field services, and storage. The Debtors
have operations in Houston, Texas; Odessa, Texas; Fort Worth,
Texas; and Darlington, Pennsylvania.
On the Petition Date, the Debtors filed these Chapter 11 Cases in
order to stay the foreclosure of their real property by PAO TMK,
maintain their business as a going concern, and obtain breathing
room necessary to negotiate with their secured creditors on a
financial restructuring.
PAO TMK was the Debtors' largest prepetition secured and unsecured
creditor. The foreclosure posting by PAO TMK was the immediate
precipitating cause of the Debtors' bankruptcy filing. In early
August 2021, the Debtors entered into the Settlement Agreement,
which is incorporated into the terms of this Plan. The Settlement
Agreement provides for a complete resolution of all secured and
unsecured claims asserted by PAO TMK and certain of its affiliates
in exchange for a payment of $17.6 million on the Effective Date
and a full release by the Debtors, including dismissal with
prejudice of the TMK Steel Adversary.
The Plan will treat claims as follows:
* Class 1 consists of DIP Claim. Except to the extent that the
Holder of the DIP Claim and the Debtors agree to a less favorable
treatment, in full and final satisfaction, compromise, settlement
and release of and in exchange for the DIP Claim, the Holder of the
DIP Claim shall receive a Cash payment equal to the remaining
Allowed amount of such Claim, if any, on the Effective Date. Class
1 Claims are Unimpaired.
* Class 2 consists of the PAO TMK Secured Claim. Pursuant to
the terms of the Settlement Agreement, PAO TMK shall have an
Allowed Secured Claim in the amount of $17.6 million which shall be
paid in Cash in full on the Effective Date. This Class shall
recover 32%. Class 2 Claims are Impaired.
* Class 3 consists of Secured Tax Claims. Except to the extent
that a Holder of an Allowed Secured Tax Claim and the Debtors agree
to a less favorable treatment, in full and final satisfaction,
compromise, settlement and release of and in exchange for each
Allowed Secured Tax Claim, each Holder of an Allowed Secured Tax
Claim shall receive a Cash payment equal to the Allowed amount of
such Claim on the Effective Date. This Class shall recover 100%.
Class 3 Claims are Unimpaired.
* Class 4 consists of Secured Equipment Claims. Except to the
extent that a Holder of an Allowed Secured Equipment Claim and the
Debtors agree to a less favorable treatment, all Secured Equipment
Claims shall be reinstated or such other treatment sufficient to
render such Holder's Allowed Secured Equipment Claim Unimpaired
pursuant to 11 U.S.C. § 1124 as of the Effective Date. This Class
shall recover 100%. Class 4 Claims are Unimpaired.
* Class 5 consists of Priority Claims. Except to the extent
that a Holder of an Allowed Priority Claim and the Debtors agree to
a less favorable treatment, in full and final satisfaction,
compromise, settlement and release of and in exchange for each
Allowed Priority Claim, each Holder of an Allowed Priority Claim
shall receive a Cash payment equal to the Allowed amount of such
Claim on the Effective Date. This Class shall recover 100%. Class 5
Claims are Unimpaired.
* Class 6 consists of PPP Claim. The PPP Claim shall be
reinstated pursuant to 11 U.S.C. § 1124 on the Effective Date,
subject to the Debtors' pending loan forgiveness application. This
Class shall recover 100%. The Class 6 Claim is Unimpaired.
* Class 7 consists of Convenience Claims. Except to the extent
that a Holder of an Allowed Convenience Claim and the Debtors agree
to a less favorable treatment, in full and final satisfaction,
compromise, settlement and release of and in exchange for each
Allowed Convenience Claim, each Holder of an Allowed Convenience
Claim shall receive a Cash payment equal to the Allowed amount of
such Claim on the Initial Distribution Date. This Class shall
recover 100%. Class 7 Claims are Unimpaired.
* Class 8 consists of General Unsecured Claims. In full and
final satisfaction, compromise, settlement, and release of and in
exchange for each Allowed General Unsecured Claim, each such Holder
of a General Unsecured Claim shall receive a pro rata distribution
of (i) the Initial GUC Distribution, and (ii) the Plan Payments.
This Class shall recover 48-55%. Class 8 Claims are Impaired.
* Class 9 consists of Interests. In exchange for the New Value
Contribution, all Interests shall be reinstated on the Effective
Date. Class 9 Interests are Unimpaired.
The Plan will be implemented with funds available from (i) a new
term loan (or loans) secured by the Debtors' real estate, (ii) a
new revolving credit facility secured by the Debtors' non-real
estate assets, (iii) available cash on hand as of the Effective
Date as a result of the Debtors earlier than projected payoff of
the DIP Loan, (iv) the New Value Contribution, and (v) future
revenues generated by the Reorganized Debtors' business
operations.
On the Effective Date, all Interests in the Debtors shall be
reinstated and Konstantin Semerikov shall be the direct or indirect
owner of 100% of the equity interests in the Reorganized Debtors.
The initial officers and directors of the Reorganized Debtors shall
remain the same as the existing officers and directors of the
Debtors.
A full-text copy of the Disclosure Statement dated Sept. 30, 2021,
is available at https://bit.ly/3DmTnz5 from BMC Group, Inc., claims
agent.
Counsel to the Debtors:
PORTER HEDGES LLP
Joshua W. Wolfshohl
Aaron J. Power
Megan Young-John
1000 Main Street, 36th Floor
Houston, Texas 77002
Telephone: (713) 226-6600
Facsimile: (713) 226-6628
E-mail: jwolfshohl@porterhedges.com
apower@porterhedges.com
myoung-john@porterhedges.com
About OFS International
OFS International, LLC is a provider of oil and gas production and
processing equipment and services, with its headquarters in
Houston, Texas, and operations in the Permian, Barnett and
Marcellus regions. It provides field services, inspections,
couplings, threading and accessories to the oil and gas industry.
OFS International and affiliates, OFSI Holding LLC and Threading
and Precision Manufacturing LLC, sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 21-31784) on May 31, 2021. In the
petition signed by chief financial officer Alexey Ratnikov, OFS
International disclosed assets of up to $50 million and liabilities
of up to $100 million.
The cases are handled by Judge David R. Jones.
The Debtors tapped Porter Hedges, LLP, as bankruptcy counsel, Ahmad
Zavitsanos Anaipakos Alavi & Mensing, P.C. as special counsel, and
Chiron Financial, LLC as investment banker and financial advisor.
BMC Group, Inc., is the Debtors' claims agent, while Gordon
Brothers Asset Advisors, LLC is the Debtor's machine and equipment
inventory appraiser.
Sandton Capital Solutions Master Fund V, LP, the Debtors' DIP
lender, is represented by McGuirewoods, LLP.
OLMA-XXI INC: Unsecured Creditors' Recovery Hiked to 30% in Plan
----------------------------------------------------------------
Olma-XXI, Inc., submitted a Third Amended Disclosure Statement for
Small Business under Chapter 11 Plan of Reorganization dated Sept.
30, 2021.
The Debtor anticipates filing the New York State Department of
Labor, claim #(6-1), claim objections. This claim has been the
subject of protracted litigation which was delayed due to COVID and
has not been resolved to date. Therefore, unless the claim is
withdrawn prior to effective date, an objection to the claim will
be filed.
A claim objection was filed with regard to the claim of Mr. and
Mrs. Katselnik, seeking a reduction of the claim amount, by the
amount of payments made on the referenced note to date, prior to
the filing date of the case. The claim of Mr. and Mrs. Katselnik
was settled pursuant to terms of a settlement agreement, approved
by the Court by a 9019 motion an no other or further claim
objection is contemplated.
The Debtor shall reserve funds in the amount of the contemplated
distribution under the current plan of reorganization, to the one
remaining creditor whose claim is subject to an objection, the New
York State Department of Labor (Claim #6-1), notwithstanding the
claim objection, thereby providing for the eventuality that the
claim objection is overruled in its' entirety.
Class 3 consists of the Unsecured, non-priority claim of Insiders
of the Debtor:
* The claim of Lina Eliacheva will be paid 30% dividend
($30,000.00) in the following manner: (a) an initial payment of
$10,020.00 will be made on the effective date of the Plan; (b) the
second installment in the amount of $13,980.00 will be made on or
before May 25, 2022, and (c) the last installment in the amount of
$6,000.00 will be made on or before May 25, 2023.
* The claim of Olga Eliacheva will be paid 30% dividend
($18,000.00) in the following manner: (a) an initial payment of
$6,012.00 will be made on the effective date of the Plan; (b) the
second installment in the amount of $8,388.00 will be made on or
before May 25,2022, and (c) the last installment in the amount of
$3,600.00 will be made on or before May 25, 2023.
Class 4 consists of general unsecured claims against the Debtor and
will be treated as follows:
* The claim of American Express National Bank will be paid 30%
dividend ($11,544.19) in the following manner: (a) an initial
payment of $3,855.75 will be made on the effective date of the
Plan; (b) the second installment in the amount of $5,379.59 will be
made on or before May 25, 2022, and (c) the last installment in the
amount of $2,308.85 will be made on or before May 25, 2023.
* The claim of Gleb Lipkin will be paid 30% dividend
(27,300.00) in the following manner: (a) an initial payment of
$9,118.20 will be made on the effective date of the Plan; (b) the
second installment in the amount of $12,721.80 will be made on or
before May 25, 2022, and (c) the last installment in the amount of
$5,460.00 will be made on or before May 25, 2023.
* The claim of Nataliya Cherneykina will be paid a 30%
dividend (45,000.00) in the following manner: (a) an initial
payment of $15,030.00 will be made on the effective date of the
Plan; (b) the second installment in the amount of $20,970.00 will
be made on or before May 25, 2022, and (c) the last installment in
the amount of $9,000.00 will be made on or before May 25, 2023.
* The claim of Printing for "U" will be paid 30% dividend
(30,000.00) in the following manner: (a) an initial payment of
$10,020.00 will be made on the effective date of the Plan; (b) the
second installment in the amount of $13,980.00 will be made on or
before May 25, 2022, and (c) the last installment in the amount of
$6,000.00 will be made on or before May 25, 2023.
* As per the terms of the Settlement agreement between the
parties, Arkadi Katselnik will receive a 30% dividend of his total
claim amount, equal to 150,000.00 as follows: (a) an initial
payment of $50,000.00 (the "Initial Settlement Payment") will be
made within 10 days after the Bankruptcy Court has entered the
Approval Order (b) the second installment in the amount of
$70,000.00 will be made on or before May 25, 2022, and (c) the last
installment in the amount of $30,000.00 will be made on or before
May 25, 2023.
* The claim of NYC Department of Finance Tax, Audit and
Enforcement Division will be paid 30% dividend ($568.50) in the
following manner: (a) an initial payment of $189.88 will be made on
the effective date of the Plan; (b) the second installment in the
amount of $264.92 will be made on or before May 25, 2022, and (c)
the last installment in the amount of $113.70 will be made on or
before May 25, 2023.
The Plan will be financed from continuing, reorganized business
operations of the Debtor, from the timely collections of
outstanding receivables, from funds accumulated in the Debtor in
Possession account, as well as the contribution of Valeriy
Eliachov, from personal funds, in the total amount equivalent to
the business value as of the time of the Plan filing, in payments,
commencing on the effective date of the Plan.
A full-text copy of the Third Amended Disclosure Statement dated
September 30, 2021, is available at https://bit.ly/3DboYDo from
PacerMonitor.com at no charge.
Attorney for the Debtor:
ALLA KACHAN, ESQ.
2799 Coney Island Ave, Suite 202
Brooklyn, NY 11235
Tel:(718)513-3145
Fax(347)342-315
E-mail: alla@kachanlaw.com
About Olma XXI Inc.
Located in Brooklyn, New York, Olma-XXI, Inc., distributes ethnic
and specialty foods. Olma-XXI, Inc., is a major producer of fine
caviar, meat, fish, and other quality foods.
Olma-XXI filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19
44731) on Aug. 1, 2019. In the petition signed by Valeri Eliachov,
president, the Debtor disclosed $246,471 in assets and $1,965,500
in liabilities. The Hon. Nancy Hershey Lord oversees the case.
Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C., serves
as bankruptcy counsel to the Debtor.
P8H INC: Released Parties Agree to Make $1.4M Settlement Payment
----------------------------------------------------------------
Megan E. Noh, solely in her capacity as Chapter 11 Trustee (the
"Trustee") of P8H, Inc., d/b/a Paddle 8 (the "Debtor"), and the
Official Committee of Unsecured Creditors ("Committee") of the
Debtor submitted a Disclosure Statement accompanying Amended Plan
of Liquidation of the Debtor dated September 30, 2021.
On February 18, 2021, the Trustee and the Committee filed a joint
motion for entry of an order referring the Adversary Proceedings to
mediation. On April 6, 2021, the Bankruptcy Court granted the
motion (without any opposition) and entered an order referring the
Adversary Proceedings to mediation (the "Mediation") before Judge
Elizabeth S. Stong, United States Bankruptcy Judge for the Eastern
District of New York (the "Mediator"). The Mediator thereafter
conducted a lengthy and intense series of collective and private
mediation sessions with the participating parties.
Because of the number of parties involved and their respective
relationships with the Debtor as lenders, officers or alleged
officers, directors or alleged directors and/or control persons,
the ability of the Trustee to resolve the Trustee D&O Action was
necessarily linked to the Released Settling Parties' willingness to
waive (i) claims for indemnification that they held against each
other and against the Debtor in accordance with the Debtor's
shareholder agreement and by-laws, and/or under statutes or common
law (the "Settling Party Indemnification Claims"), and (ii) claims
they held against each other under applicable nonbankruptcy law
(the "Settling Party State Law Claims" and, together, with the
Settling Party Indemnification Claims, the "Settling Party
Claims"), including, without limitation, contribution claims which,
if asserted by the Released Settling Parties, could have triggered
additional indemnification claims against the Debtor.
As a result of the Mediation, through the efforts of the Mediator
and the agreements of the Parties in the Mediation, the Mediation
was resolved successfully with the negotiation and preparation of
the Settlement Agreement, which embodies the Litigation Settlement
to be approved under the Plan.
The Litigation Settlement resolves the FBNK Lien Action and the
Fiduciary Breach Actions, and includes certain other compromises
and settlements resulting from the Settlement Agreement to be
approved by the Plan, including without limitation, the Released
Settling Parties' agreement to make an aggregate settlement payment
in the amount of One Million Four Hundred Thousand Dollars
($1,400,000 (the "Settlement Payment") to the Debtor's estate, and
the waiver and release of the Settling Party Claims, which are
necessary components of the Litigation Settlement.
The Litigation Settlement provides for the granting of releases
from the Trustee and Committee Releasors to the Settler Releasees,
and the granting of releases form the Settler Releasors to the
Trustee and Committee Releasees. The Trustee and the Committee
believe that if the Released Settling Parties had been unwilling to
release the Settling Party Claims, the Litigation Settlement could
not have been achieved. The Trustee and the Committee further
believe that if the Litigation Settlement had not been achieved,
confirmation of a Chapter 11 plan likely would not have been
possible, as a result of which the proceeds of the Settlement
Payment would not have been available for distribution to Holders
of Allowed Claims.
Like in the prior iteration of the Plan, each Holder of Allowed
General Unsecured Claims in Class 6 other than FBNK or Holders of
Insider Unsecured Claims, shall receive a Pro Rata Distribution, in
Cash, on account of such Allowed General Unsecured Claim, in full
and final satisfaction, settlement, release, and discharge of such
Claim, without pre- or post-petition interest. Estimated Amount of
General Unsecured Claims excluding Insider Unsecured Claims total
$2,500,000 and shall recover 10%. Estimated Amount of Insider
Unsecured Claims total $8,600,000 and shall recover 0.0%.
On the Effective Date, all Assets and property in the Estate
including all Avoidance Actions and Causes of Action, with the
exception of the Segregated Seller Fund, shall vest in the Plan
Administrator as legal representative of the Estate, free and clear
of all Liens, Claims, charges, or other encumbrances of any nature,
except to the extent otherwise provided by the Plan.
The Mediator shall remain designated to address any questions or
disputes arising from, arising out of or related to the Litigation
Settlement and the Settlement Agreement, subject to the supervision
of the Bankruptcy Court. The Mediator shall have the procedural
powers and administrative rights conferred by Local Bankruptcy Rule
9019-1 and General Order M-452 of the Bankruptcy Court date June
28, 2013.
A full-text copy of the Disclosure Statement dated Sept. 30, 2021,
is available at https://bit.ly/3BbJOSS from PacerMonitor.com at no
charge.
Attorneys for Megan E. Noh:
Richard Levy, Jr., Esq.
PRYOR CASHMAN LLP
7 Times Square
New York, NY 10036
Telephone: (212) 326-0886
Facsimile: (212) 798-6393
E-mail: rlevy@pryorcashman.com
Attorneys for the Official Committee of Unsecured Creditors:
Richard J. Corbi, Esq.
Law Offices of Richard J. Corbi PLLC
1501 Broadway, 12th Floor,
New York, NY 10036
Tel: (646) 571-2033
(516) 582-0649
Email: rcorbi@corbilaw.com
About P8H, Inc. d/b/a Paddle8
Paddle8 was founded in 2011 by Alexander Gilkes, Aditya Julka, and
Osman Khan. It is one of the first online auction house that
specialized in the art world's "middle market." It announced a
high-profile merger with the Berlin-based online auction house
Auctionata in 2016, but the partnership was dissolved in 2017 when
Auctionata filed for insolvency.
P8H, Inc., doing business as Paddle 8, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20
10809) on March 16, 2020. At the time of filing, the Debtor was
estimated to have assets of less than $50,000 and liabilities of
between $50,001 and $100,000.
Judge Stuart M. Bernstein oversees the case.
The Debtor is represented by Kirby Aisner & Curley, LLP.
Megan E. Noh is the Debtor's Chapter 11 trustee. The Trustee is
represented by Pryor Cashman, LLP.
FBNK Finance S.a.r.l., as lender, is represented by Jonathan I.
Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC.
PANIOLO CABLE: Unsecureds to Get $0 in Trustee's Liquidating Plan
-----------------------------------------------------------------
Michael Katzenstein, the Chapter 11 Trustee of Paniolo Cable Co.,
LLC, filed with the U.S. Bankruptcy Court for the District of
Hawaii a Disclosure Statement for Chapter 11 Plan of Liquidation
dated September 30, 2021.
The Debtor's primary business was the ownership and operation of a
submerged marine fiber and terrestrial fiber telecommunications
cable network (the "Paniolo Cable Network") that connects the five
principal islands in the State of Hawai'i. The Debtor intended to
operate its business through a lease (the "SIC Lease") of the
Paniolo Cable Network to, and a related Joint Use Agreement with,
Sandwich Island Communications ("SIC"), an incumbent local exchange
carrier operating primarily to service customers living on the
Hawaiian Home Lands.
After the Petitioning Creditors sought bankruptcy protection and
the Trustee was appointed, the Trustee sought authority to sell the
Debtor's assets. After several rounds of negotiations with several
potential purchasers, the Trustee entered into an Asset Purchase
Agreement with Hawaiian Telcom, Inc. on November 30, 2020.
The Bankruptcy Court approved the Trustee's proposed sale of the
assets of the Debtor to Hawaiian Telcom, Inc. on December 28, 2020.
After obtaining the required approval of the transaction from the
FCC, the closing of the court-approved sale occurred on August 31,
2021.
During the pendency of the Debtor's chapter 11 case, the Trustee,
the Petitioning Creditors, SIC, and certain affiliates of SIC (the
"SIC Parties") and the Debtor, entered into a Rule 9019 Settlement
Agreement (Post-Judgment) (the "Settlement Agreement"). Pursuant to
the Settlement Agreement, among other things, the Paniolo Network
Cable Lease ("SIC Lease") and Joint Use Agreement ("JUA") between
the Debtor and SIC was replaced with a new Master Relationship
Agreement to facilitate the sale of the Debtor's assets.
The Plan generally provides for the payment to holders of Allowed
Secured Claims of Cash, pro rata, to the extent available after
liquidation of the Debtor's assets. The Plan sets forth the
mechanism for the distribution to holders of Allowed Claims of (i)
the proceeds from the sale of substantially all of the Debtor's
assets to the Purchaser and (ii) the liquidation and distribution
of the Excluded Assets. While the Plan provides for distribution to
holders of Allowed Claims other than Allowed Secured Claims, the
liquidation of the Debtor's assets is not expected to result in
cash sufficient to pay Allowed Secured Claims in full, and thus it
is unlikely that any other Class of Claims will receive a
distribution under the Plan.
The Plan will treat claims as follows:
* Class 1 consists of Secured Claims in the amount of
$209,143,920. Allowed Secured Claims will receive (i) Cash equal to
the due and unpaid portion of such Allowed Secured Claim, or (ii)
such other treatment as agreed to in writing by the holder of an
Allowed Secured Claim and the Chapter 11 Trustee or Plan Agent. If
the aggregate amount of Allowed Claims in Class 1 exceeds the value
of the Debtors' assets (after they have been liquidated) such that
there will be insufficient assets to pay all Allowed Class 1 Claims
the full amount of such Allowed Claims, then a pro rata
Distribution of the remaining Cash will be made to each holder of
Allowed Claims in Class 1 based on such holder's percentage of the
total of all Allowed Claims in Class 1. This Class will receive a
distribution of 19.7% of their allowed claims.
* Class 2 consists of General Unsecured Claims in the amount
$24,577. Allowed General Unsecured Claims will receive (i) a pro
rata amount of cash equal to the due and unpaid portion of such
Allowed Claim, or (ii) such other treatment as agreed to in writing
by the Chapter 11 Trustee or the Plan Agent and the holder of an
Allowed General Unsecured Claim. This Class will receive a
distribution of $0 of their allowed claims.
* On the Effective Date all existing Interests shall, without
any further action, be cancelled, annulled and extinguished and any
certificated or electronic shares representing such Interests shall
become null, void and of no force or effect.
The Plan provides, among other things, that on the Effective Date
(1) all Allowed Unclassified Claims, including Allowed
Administrative Claims, shall be paid in full, (2) the Trustee shall
make a distribution of all Cash held by the Trustee on behalf of
the Debtor, less certain reserves, pro rata, to holders of Allowed
Secured Claims, (3) the existing membership interest of the Debtor
will be cancelled, (4) New Equity in the Reorganized Debtor will be
issued to the Plan Agent, and (5) the Plan Agent will implement the
terms of the Plan and make Distributions to holders of Allowed
Claims.
A full-text copy of Trustee's Disclosure Statement dated September
30, 2021, is available at https://bit.ly/2ZTu1dA from
PacerMonitor.com at no charge.
Attorneys for Chapter 11 Trustee:
GOODSILL ANDERSON QUINN & STIFEL
A LIMITED LIABILITY LAW PARTNERSHIP
JOHNATHAN C. BOLTON 9650-0
CHRISTOPHER P. ST. SURE 10001-0
First Hawaiian Center, Suite 1600
999 Bishop Street
Honolulu, Hawaii 96813
Telephone: (808) 547-5600
Facsimile: (808) 547-5880
About Paniolo Cable Company
Paniolo Cable Company, LLC, owns a fiber optic network connecting
five major Hawaiian Islands.
Paniolo Cable Company filed a Chapter 11 petition (Bankr. D. Hawaii
Case No. 18-01319) on Nov. 13, 2018, and was represented by Andrew
V. Beaman, Esq., in Honolulu, Hawaii.
Michael Katzenstein was appointed as the Chapter 11 Trustee of
Paniolo Cable Company. Ducera Partners LLC is the Trustee's
investment banker.
PARK PLACE: Moody's Affirms B3 CFR & Alters Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service revised Park Place Technologies, LLC
outlook to stable from negative and affirmed the company's B3
corporate family rating, B3-PD probability of default rating, B2
rating on the first lien credit facility (revolver and term loan),
and Caa2 rating on the second lien term loan.
RATINGS RATIONALE
The change of the outlook to stable from negative considers the
limited business disruption as the company nears the completion of
the Curvature integration, timely realization of significant
acquisition synergies well ahead of plan, and Moody's expectation
that Park Place will continue to deleverage and maintain a good
liquidity profile over the next 12-15 months.
Moody's acknowledges that the largely debt-financed acquisition of
Curvature in 2020, previously an underperforming and lower margin
asset, carried a significant execution risk given considerable
restructuring initiatives that the combined entity had planned and
possible business disruptions. While sales bookings have been
softer than expected following combination of two sales teams, the
integration of Curvature proceeded largely on plan with lower than
expected overall revenue attrition. The company managed to migrate
over 15,000 Curvature contracts to Park Place systems, combined two
operating teams, closed redundant facilities, while also taking out
significant costs. Management expects to complete the integration
work in the coming weeks by actioning the remainder of acquisition
synergies, which carry much lower risk.
As integration work winds down, Moody's expects the company to turn
its attention on driving higher maintenance bookings with the
combined salesforce to offset revenue drag from non-core and
hardware segments. Management's recent investment ramp in sales and
marketing, combined with the company's enhanced market position
will return the company to modest organic revenue growth in 2022.
The company's quality of earnings and financial leverage are also
expected to improve over the next 12-18 months, such that
debt-to-EBITDA (Moody's adjusted) will trend below 7.0x and the
company will generate annual free cash flow of around $65-70
million, before mandatory debt payments and assuming no acquisition
activity.
Park Place's B3 CFR is constrained by the company's highly
leveraged capital structure, modest scale and limited operating
scope within the highly fragmented and competitive niche
third-party maintenance ("TPM") market of the global IT services
industry with low growth characteristics, and corporate governance
concerns related to sponsor ownership and the continuation of the
company's aggressive growth strategies that increase overall debt
and limit free cash flow generation.
In September 2021, Park Place closed on an incremental $70 million
first lien term loan to fund the acquisition of the TPM services
customer contract list and certain assets of Congruity360 LLC,
while also terming out most of the borrowings under its revolving
credit facility. Pro forma for the new debt raise, Park Place's
debt-to-EBITDA (Moody's adjusted and incorporating annualized
EBITDA contribution from recent acquisitions) of around 7.4x as of
June 30, 2021 is expected to decline below 7.0x over the next 12-18
months driven by modest revenue growth, realization of acquisition
synergies and lower integration costs. The consolidation within the
fragmented TPM industry will continue and Moody's believes Park
Place will prioritize free cash flow towards tuck-in acquisitions
rather than aggressively paying down debt.
Park Place's ratings are supported by its enhanced competitive
position in the TPM market, favorable trends by customers wanting
to extend the useful life of older IT equipment, and a track record
of high renewal rates and strong recurring and predictable
subscription revenues. The company also benefits from customer and
end market diversity with the top ten customers comprising less
than 10% of total sales, and somewhat recession-resilient industry
fundamentals.
Moody's expects Park Place's to maintain good liquidity over the
next 12-15 months. The company's liquidity is supported by a pro
forma cash balance of approximately $20 million as of June 30,
2021, as well as Moody's expectation of annual free cash flow
generation of around $65-70 million in fiscal 2022. The company is
projected to benefit from full run-rate of acquisition synergies
beginning in the first quarter of 2022, and combined with Moody's
expectation for substantially lower acquisition and integration
expenses going forward, will drive significant improvement in free
cash generation over the next 12-15 months. Park Place's liquidity
is also bolstered by a largely undrawn $90 million revolving credit
facility due November 2025. The revolving credit facility has been
moderately used in the past to fund acquisitions and cover any cash
shortfalls from the integration activity. Moody's expects more
modest revolver usage given the improved liquidity profile.
There are no financial maintenance covenants under the first or
second lien term loans, but the revolver is subject to a springing
covenant based on a maximum first lien net leverage ratio of 7.6x,
with no step-downs, when the revolving credit facility is more than
35% drawn. Moody's does not expect the covenant to be triggered
over the near term and believes there is ample cushion within the
covenant based on Moody's projected earnings levels for the next
12-15 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Park Place reduces debt-to-EBITDA
(Moody's adjusted) to below 6.0x and sustains annual free cash flow
to debt well above 5%, while maintaining good liquidity and
adhering to balanced financial policies.
The ratings could be downgraded if Park Place's revenue contracts
materially from current levels or the company does not maintain
positive free cash flow. The rating could also be downgraded if
debt-to-EBITDA is sustained above 7.0x or if liquidity deteriorates
for any other reason.
Affirmations:
Issuer: Park Place Technologies, LLC
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured First Lien Bank Credit Facility, Affirmed B2
(LGD3)
Senior Secured Second Lien Bank Credit Facility, Affirmed Caa2
(LGD5) from (LGD6)
Outlook Actions:
Issuer: Park Place Technologies, LLC
Outlook, Changed To Stable From Negative
Park Place, based in Cleveland, Ohio, is a global TPM provider for
data center storage, server, and network hardware OEM equipment and
provides additional maintenance services including asset
relocation, hardware disposal, upgrades, and installations. Park
Place's portfolio of products and services also includes ParkView
hosted services, Entuity Network Analytics, and its Enterprise
Operations Center. The company is principally owned by GTCR, LLC
("GTCR") and Charlesbank Capital Partners ("Charlesbank"). Moody's
expects the company to generate revenue of approximately $600
million in 2021.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
PERSEVERANCE GROUP: Taps Nevarez Law Firm as Bankruptcy Counsel
---------------------------------------------------------------
Perseverance Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ The Nevarez Law
Firm, P.C. to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a) advising the Debtor of its powers and duties under the
Bankruptcy Code and the continued operation and management of its
real estate properties;
b) reviewing contracts entered into by the Debtor concerning the
real estate properties and the Debtor's loan agreements, and
determining which contracts should be rejected, extended or
modified;
c) representing the Debtor in the collection and settlement of
its accounts receivable;
d) representing the Debtor in litigation, including its ongoing
disputes with lenders;
e) preparing legal papers;
f) assisting the Debtor in the negotiation of a plan of
reorganization with its creditors; and
g) performing all other necessary legal services.
The firm's hourly rates are as follows:
Attorneys $250 per hour
Associates $100 to 1250 per hour
Paralegals $50 per hour
Nevarez Law Firm will be paid a retainer in the amount of $5,000
and reimbursed for out-of-pocket expenses incurred.
Michael Nevarez, Esq., a partner at Nevarez Law Firm, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael R. Nevarez, Esq.
The Nevarez Law Firm, PC
P.O. Box 12247
El Paso, Texas 79913
Tel: (915) 225-2255
Fax: (915) 845-3405
Email: MNevarez@LawOfficesMRN.com
About Perseverance Group LLC
Perseverance Group, LLC filed a petition for Chapter 11 protection
(Bankr. W.D. Texas Case No. 21-30584) on Aug. 2, 2021, listing up
to $1 million in assets and up to $50,000 in liabilities. Judge H.
Christopher Mott oversees the case. The Debtor is represented by
The Nevarez Law Firm, PC.
PHI GROUP: Delays Filing of Annual Report for FY Ended June 30
--------------------------------------------------------------
PHI Group, Inc. filed with the Securities and Exchange Commission a
Form 12b-25 notifying the delay in the filing of its Annual Report
on Form 10-K for the year ended June 30, 2021.
The company was unable to file, without unreasonable effort and
expense, its Form 10-K due to the impact of the coronavirus
pandemic and the requirement for additional time by the auditors to
review its financial information to be included in the referenced
Form 10-K.
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.
PHILIPPINE AIRLINES: Obtains Final OK on $505MM DIP Financing
-------------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York authorized Philippine Airlines, Inc.
to obtain up to $505 million in postpetition financing, comprising
of:
(a) a first lien secured Tranche A multi-draw term loan facility
aggregating $250 million in principal amount from Buona Sorte
Holdings, Inc., of which $20 million has previously been drawn, and
the balance will be available in a single draw upon entry of the
Final Order; and
(b) a second lien secured Tranche B multi-draw term loan
facility of $255 million in principal amount from PAL Holdings
Inc., which shall be available in no more than two draws upon entry
of the Final Order.
As security for the Debtor's payment and performance under the DIP
Loan Documents, the DIP Agent, for itself and for the benefit of
the DIP Lenders, is granted the following valid and automatically
and properly perfected security interests in and liens upon all of
the DIP Collateral:
(1) on account of the Tranche A Facility, first priority liens on
all DIP Collateral that was not encumbered by Bridge Loan Liens or
Permitted Senior Liens, and senior liens on such DIP Collateral
subject and subordinate only to Permitted Senior Liens, on account
of the Tranche A Facility;
(2) on account of the Tranche B Facility, junior liens on all of
the DIP Collateral subject and subordinate to any Permitted Senior
Liens, the Tranche A DIP Liens, the Bridge Loan Liens, and the
Adequate Protection Liens; and
(3) Liens Senior to Certain Other Liens.
The DIP Agent, for the benefit of the DIP Secured Parties, is
granted valid and automatically perfected security interests in and
liens on all of the Collateral. The DIP Obligations shall have a
superpriority administrative expense status, subject to the
Carve-Out.
The Carve-Out includes, among other things, (i) all reasonable fees
and expenses up to $150,000 incurred by a trustee under Section
726(b) of the Bankruptcy Code, and (ii) up to $2,000,000 of Allowed
Professional Fees incurred after the first business day following
the Termination Declaration Date, to the extent allowed, less the
amount of any unapplied prepetition retainers.
All DIP Obligations shall constitute superpriority administrative
expense claims against the Debtor. The DIP Secured Parties shall
have the unqualified right to credit bid up to the full amount of
the DIP Obligations and the DIP Superpriority Claims in connection
with any sale of any of the DIP Collateral.
The Debtor is authorized to use proceeds of the DIP Loans in
accordance with the Final Order and the Approved Budget, including,
upon entry of the Final Order, payment in full and refinancing of
all Bridge Loan Obligations obtained from Bridge Lender, Buona
Sorte Holdings.
The approved budget provided for weekly total operating
disbursements, as follows:
$22.37 million for the week of August 30, 2021;
$23.70 million for the week of September 6, 2021;
$23.70 million for the week of September 13, 2021;
$19.01 million for the week of September 20, 2021;
$23.69 million for the week of September 27, 2021;
$26.33 million for the week of October 4, 2021;
$26.33 million for the week of October 11, 2021;
$26.33 million for the week of October 18, 2021;
$56.84 million for the week of October 25, 2021;
$26.18 million for the week of November 1, 2021;
$23.13 million for the week of November 8, 2021;
$26.18 million for the week of November 15, 2021;
$23.13 million for the week of November 22, 2021; and
$53.62 million for the week of November 29, 2021.
The Debtor is also authorized to use the Bridge Loan Collateral and
to provide adequate protection to the Bridge Lender for any
diminution in value of its interests in the Bridge Loan Collateral.
The Bridge Lender is granted continuing, valid and perfected
postpetition security interests in and liens on the DIP Collateral,
subject to the Carve Out, the Permitted Senior Liens, the Tranche A
DIP Liens, and the Bridge Loan Liens. The Bridge Lender is also
granted an allowed superpriority administrative expense claim
against the Debtor, as further adequate protection.
Moreover, the Debtor shall pay the Bridge Lender, in cash, (i) the
accrued interest on the Bridge Loans at the non-default rate, and
(ii) the reasonable and documented prepetition and postpetition
out-of-pocket fees, costs, and expenses incurred relating to the
Bridge Loan Documents, as further adequate protection.
A copy of the Final Order is available for free at
https://bit.ly/3oAnG0G from Kurtzman Carson Consultants, claims
agent.
About Philippine Airlines
Philippine Airlines, Inc., is the flag carrier of the Philippines
and the country's only full-service network airline. PAL was the
first commercial airline in Asia and marked its 80th anniversary in
March 2021. PAL's young fleet of Boeing 777s, Airbus A350s, Airbus
A330s, Airbus A321s and De Havilland DHC Q400 aircraft operate out
of hubs in Manila, Cebu and Davao to 29 destinations in the
Philippines and 32 destinations in Asia, North America, Australia,
Europe and the Middle East. PAL was rated a 4-Star Global Airline
by Skytrax in 2018 and a 5-Star Major Airline by the Association of
Airline Passengers (APEX) in 2020, and was likewise voted the
World's Most Improved Airline in the 2019 Skytrax worldwide
passenger survey with a ranking of 30th best airline in the world.
On Sept. 3, 2021, Philippine Airlines, Inc. (PAL) filed a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. N.Y. Case No. 21-11569) to seek approval of a
restructuring plan negotiated with lenders and lessors.
As of July 31, 2021, the Debtor's overall assets and liabilities
were approximately $4.1 billion and $6.07 billion, respectively.
The Honorable Shelley C. Chapman is the case judge.
The Debtor tapped Debevoise & Plimpton LLP as general bankruptcy
counsel; Norton Rose Fulbright as aircraft counsel; and Seabury
Securities LLC and Seabury International Corporate Finance LLC as
restructuring advisor and investment banker. Angara Abello
Concepcion Regala & Cruz (ACCRA) is acting as legal advisor in the
Philippines. Kurtzman Carson Consultants LLC is the claims agent.
Buona Sorte Holdings, Inc. and PAL Holdings Inc., as DIP lenders,
are represented by White & Case LLP.
PITT STOP SERVICES: Seeks to Hire Kasen & Kasen as Legal Counsel
----------------------------------------------------------------
Pitt Stop Services, LLC seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to employ Kasen & Kasen, P.C.
to serve as legal counsel in its Chapter 11 case.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
David Kasen, Esq., a partner at Kasen & Kasen, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David A. Kasen, Esq.
Kasen & Kasen, P.C.
1874 E. Marlton Pike, Suite 3
Cherry Hill, NJ 08003
Tel: (856) 424-4144
Fax: (856) 424-7565
Email: dkasen@kasenlaw.com
About Pitt Stop Services LLC
Pitt Stop Services, LLC filed a petition for Chapter 11 protection
(Bankr. D.N.J. Case No. 21-17434) on Sept. 22, 2021, disclosing
under $1 million in both assets and liabilities. Judge Andrew B.
Altenburg Jr. oversees the case. The Debtor is represented by
Kasen & Kasen, P.C.
PROJECT ACCELERATE: Moody's Hikes CFR to B3, Outlook Remains Stable
-------------------------------------------------------------------
Moody's Investors Service upgraded Project Accelerate Parent, LLC's
("ABC Fitness Solutions") Corporate Family Rating to B3 from Caa1,
Probability of Default Rating to B3-PD from Caa1-PD, and senior
secured bank credit facilities rating to B3 from Caa1. The outlook
is stable.
The upgrade reflects ABC Fitness Solutions' improving operating
performance as the overall fitness industry recovers from the
pandemic. Moody's projects that ABC Fitness Solutions' revenue will
return to the pre-pandemic level by the end of 2021 and will see
mid to high single digit growth in 2022, supported by gym
membership growth, as well the increasing demand for digital
solutions for member engagement and club management. Moody's
expects ABC Fitness Solutions will generate positive free cash flow
in the next 18 months and will be able to reduce leverage to around
8x debt/EBITDA (Moody's adjusted and expensing software development
costs) by the end of 2022.
The following rating actions were taken:
Upgrades:
Issuer: Project Accelerate Parent, LLC
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Corporate Family Rating, Upgraded to B3 from Caa1
Senior Secured Bank Credit Facility, Upgraded to B3 (LGD3) from
Caa1 (LGD4)
Outlook Actions:
Issuer: Project Accelerate Parent, LLC
Outlook, Remains Stable
RATINGS RATIONALE
ABC Fitness Solutions' B3 CFR reflects the high business and
financial risks stemming from the company's limited scale and
product offering, customer concentration, and substantial debt
burden. ABC Fitness Solutions' leverage remained very high at over
12x debt/EBITDA (Moody's adjusted and expensing software
development costs, or 9.5x if capitalized) as of the LTM period
ended June 30, 2021. The strong expansion of the US economy, which
Moody's projects at 6.5% in 2021 and 4.5% in 2022, provides support
to ABC Fitness Solutions' revenue growth prospects over the next
two years. However, Moody's expects ABC Fitness Solutions will
continue to invest in sales, marketing, and research and
development to strengthen its club management platform and
services. These investments will weigh on the company's earnings
and extend the expected deleveraging to 8x until the end of 2022.
ABC Fitness Solutions benefits from its strong relationships with
the fastest growing fitness club chains and high customer retention
rates. The mission critical and low cost nature of its software and
billing services also support the rating. ABC Fitness Solutions
completed three acquisitions (GymSales, Trainerize and Fitness BI)
over the past 14 months that helped the company to create an
integrated suite of solutions for club management, including member
acquisition, member management, member engagement, club
administration, reporting and analytics, and revenue-cycle
management. Moody's expects these purchases to be highly accretive,
which should help drive the company's revenue growth. Funded with a
combination of cash equity and company's cash, these acquisitions
had a positive impact on leverage. Also supporting the rating are
Moody's expectations for positive free cash flow generation of at
least 2% of debt over the next 12 to 18 months (free cash flow to
debt was 2.5% when adjusting for the change in restricted cash in
the LTM ended June 30, 2021).
The stable outlook reflects Moody's expectation for a significant
recovery in ABC Fitness Solutions' revenue and profitability over
the next 12 months, as well as adequate liquidity. Moody's projects
the company's leverage to improve to around 8x by the end of 2022
as the fitness industry continues to recover from the pandemic.
ABC Fitness Solutions' adequate liquidity is supported by $36
million of unrestricted cash and expectation for positive free cash
flow generation in the next 12 months. In addition, the company has
access to a $50 million revolving credit facility due January 2023
($25 million availability). These sources of liquidity will be
sufficient to cover a $3.8 million mandatory term loan amortization
and estimated deferred considerations for the past acquisitions.
ABC Fitness Solutions amended its credit agreement and received
relief for the springing leverage covenant for a period through
April 1, 2022 (inclusive) and established a minimum $10 million
liquidity (consisting of unrestricted cash and unused revolver)
requirement during the covenant relief period. Moody's projects the
company will be compliant with its springing covenant when it
becomes effective in June 30, 2022.
Moody's regards the coronavirus pandemic as a social risk under its
ESG framework, given the substantial implications for public health
and safety. The pace of COVID-19 vaccinations in the US, leading to
easing of indoor exercising restrictions, has driven improvement in
gym members traffic. However, the recovery in paying memberships
may slow or reverse if infection rates and hospitalization rates
start to rise again.
Governance considerations include the company's private equity
ownership. Companies owned by private equity sponsors tend to have
aggressive financial policies favoring very high leverage,
shareholder-friendly policies and limited financial disclosures.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if ABC Fitness Solutions' leverage is
sustained below 6x debt/EBITDA (Moody's adjusted and expensing
software development costs) and free cash flow to debt is
maintained above 5%.
The ratings could be downgraded if ABC Fitness Solutions' leverage
is not on track to decline to around 8x by the end of 2022, or
liquidity deteriorates, including free cash flow to debt falling
below 1%. In addition, any leveraging M&A transaction or
shareholder distributions prior to a meaningful leverage reduction
could result in a downgrade.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Based in Sherwood, Arkansas, and controlled by financial sponsor
Thoma Bravo, ABC Fitness Solutions provides gym, health club, and
fitness studio management and billing software and services to
clients in the U.S, Mexico, and Canada. ABC Fitness Solutions
generated around $192 million of revenue in the LTM ended June 30,
2021.
QUANTUM VALVE: Committee Wants Ch. 11 Trustee, Case Conversion
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Quantum Valve and Oilfield Solutions, LLC filed with the
U.S. Bankruptcy Court for the Eastern District of Texas a motion
seeking appointment of a Chapter 11 Trustee for the Debtor, or in
the alternative, convert the Debtor's case to a Chapter 7 case.
Matthew S. Okin, Esq., at Okin Adams LLP, counsel for the Committee
disclosed that the Debtor no longer has access to the post-petition
revolving line of credit provided by Crestmark Bank, a Division of
Metabank, National Association after Crestmark determined that the
Debtor was not eligible to further draw down on the line of credit
approved in the Cash Collateral Order. Accordingly, the Debtor has
no more capital to operate as a debtor-in-possession.
According to Mr. Okin, the Committee recognized that the Debtor's
current lack of funding may impede the Debtor from preserving its
value as a going concern. Crestmark, who shares this concern of
the Committee, is evaluating potential options for funding a
Chapter 11 sale process. To the extent that funding for a Chapter
11 trustee cannot be obtained, the Committee acknowledges that
immediate conversion to a Chapter 7 case would be an appropriate
alternative relief. The Debtor does not oppose the motion.
A copy of the motion is available for free at
https://bit.ly/3uxf8IY from PacerMonitor.com.
The Committee asked for a hearing on the matter by October 8,
2021.
Proposed Counsel for The Official Committee of Unsecured
Creditors:
Matthew S. Okin, Esq.
David L. Curry, Jr., Esq.
Edward A. Clarkson, III, Esq.
Okin Adams LLP
1113 Vine St., Suite 240
Houston, TX 77002
Telephone: (713) 228-4100
Facsimile: (888) 865-2118
Email: mokin@okinadams.com
dcurry@okinadams.com
eclarkson@okinadams.com
About Quantum Valve and Oilfield Solutions
Quantum Valve and Oilfield Solutions, LLC, a Fort Worth,
Texas-based company that provides support activities for the mining
industry, filed a petition for Chapter 11 protection (Bankr. E.D.
Tex. Case No. 21-40994) on July 12, 2021. In the petition signed
by John Luke Reed, chief executive officer, the Debtor disclosed up
to $50 million in both assets and liabilities.
Judge Brenda T. Rhoades oversees the case.
Christopher J. Moser, Esq. at Quilling, Selander, Lownds, Winslett
and Moser, PC is the Debtor's legal counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors in the Debtor's case on Aug. 10, 2021. The
committee is represented by Okin Adams, LLP.
Crestmark, as lender, is represented by Jaffe, Raitt, Heuer and
Weiss.
REGIONAL HOUSING: May Borrow up to $950,000 from Bondholders
------------------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Regional Housing &
Community Services Corp. and its debtor-affiliates to obtain up to
$950,000 in postpetition financing on an interim basis from
bondholders, Ecofin Direct Municipal Opportunities Fund, LP (f/k/a
Tortoise Direct Municipal Opportunities Fund, LP) and Ecofin
TaxAdvantaged Social Impact Fund, Inc.
The Bondholders have agreed to fund an additional $200,000 of the
DIP Facility during the week ending October 9, 2021, on the
condition that the Executed Settlement Agreement is finalized and
filed on the Court's docket by such time. The Bondholders have
already funded $750,000 of the DIP Facility under the First Interim
DIP/Cash Collateral Order and the Second Interim DIP/Cash
Collateral Order.
Funds advanced under the DIP Facility shall be secured by first
priority liens and security interests in favor of the Bondholders
on all assets of the Debtors, and shall accrue interest at 7.5% per
annum. The DIP Facility shall become due and payable upon the sale
of any of the Debtors' facilities, the effective date of any
confirmed plan of reorganization involving any of the Debtors'
facilities, at the option of the Bondholders, upon the approval by
the Court of any lien senior to liens of the Bond Trustee, or upon
the conversion or dismissal of any of the bankruptcy cases or the
appointment of a Chapter 11 Trustee.
Moreover, the Debtors are authorized to use, as cash collateral,
any revenues derived in the ordinary course of the Debtors'
businesses until the conclusion of the Final Hearing, but in no
event later than October 16, 2021, on the terms of the current
Third Interim DIP/Cash Collateral Order. No unfavorable variance
shall be permitted for payment of any fees and expenses incurred by
professionals retained by the Debtors unless approved in writing by
counsel for the Bondholders.
As adequate protection for any diminution in the value of its
collateral, UMB Bank, N.A., as Bond Trustee, shall have a
superpriority administrative expense claim pursuant to Section
507(b) of the Bankruptcy Code with recourse to all assets of the
Debtors' estates.
The Final Hearing will be held at 1:30 p.m. on October 14, 2021,
via Zoom.
A copy of the Third Interim Order is available for free at
https://bit.ly/3oupmsK from Kurtzman Carson Consultants, claims
agent.
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-41034) on Aug. 26,
2021, listing as much as $100,000 in both assets and liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtor tapped Scroggins & Williamson, P.C. as legal counsel and
GGG Partners, LLC as interim management services provider. Kurtzman
Carson Consultants, LLC is the claims, noticing and balloting
agent.
Greenberg Traurig, LLP serves as counsel for UMB Bank, N.A., as
indenture trustee.
REMARK HOLDINGS: To Raise $5 Million Through Private Placement
--------------------------------------------------------------
Remark Holdings, Inc. has entered into a definitive agreement with
a single institutional investor in a private placement of 4,237,290
shares of common stock and warrants to purchase up to 4,237,290
shares of common stock at a combined purchase price of $1.18 per
share and accompanying warrant for gross proceeds of approximately
$5.0 million before deducting transaction fees and other estimated
offering expenses. The warrants will have an exercise price of
$1.35 per share, will be immediately exercisable and will expire
five years from the date of an effective registration statement
covering the shares underlying the warrants.
The Company expects to use the net proceeds from the private
placement for working capital and other general corporate purposes.
The private placement is expected to close on or about Sept. 29,
2021, subject to the satisfaction of customary closing conditions.
The private placement is being made pursuant to the exemption from
securities registration afforded by Section 4(a)(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D as
promulgated by the United States Securities and Exchange Commission
and the securities being sold in the private placement may not be
offered or sold in the United States absent registration with the
SEC or an applicable exemption from such registration requirements.
The Company has agreed to file a registration statement on Form S-3
with the SEC covering the resale of the shares of common stock, as
well as the shares of common stock issuable upon exercise of the
warrants, issued in the private placement.
About Remark Holdings
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- delivers an integrated suite of AI
solutions that enable businesses and organizations to solve
problems, reduce risk and deliver positive outcomes. The company's
easy-to-install AI products are being rolled out in a wide range of
applications within the retail, financial, public safety and
workplace arenas. The company also owns and operates digital media
properties that deliver relevant, dynamic content and ecommerce
solutions. The company is headquartered in Las Vegas, Nevada, with
additional operations in Los Angeles, California and in Beijing,
Shanghai, Chengdu and Hangzhou, China.
Remark Holdings reported a net loss of $13.68 million for the year
ended Dec. 31, 2020, compared to a net loss of $25.61 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$13.73 million in total assets, $28.94 million in total
liabilities, and a total stockholders' deficit of $15.21 million.
Los Angeles, California-based Weinberg & Company, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 31, 2021, citing that the Company has suffered
recurring losses from operations and negative cash flows from
operating activities and has a negative working capital and a
stockholders' deficit that raise substantial doubt about its
ability to continue as a going concern.
REMY'S HT RN: Unsecureds to Get 51% in 5 Years via Step-Up Payments
-------------------------------------------------------------------
Remy's HT RN, LLC, submitted a First Amended Plan of Reorganization
for Small Business under Subchapter V dated September 28, 2021.
The Debtor commenced this case by filing a voluntary Chapter 11
petition on January 4, 2021 electing to proceed as Chapter V small
business debtor. The timing of the bankruptcy was related to state
court proceedings which seek collection against the Debtor as well
as a related labor board case which has no merit. The Debtor did
not have the financial ability to pay the debts. Pay attorneys and
continue operations.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $141,000 for unsecured
creditors and $21,000 for priority creditors. The final Plan
payment is expected to be paid on November 15, 2026.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 51% cents on the dollar. This Plan provides for
the payment of administrative.
The Debtor does not have any secured debts.
The Debtor has one priority debt -- payroll taxes owed to the
Internal Revenue Service, and Franchise Tax Board in the
approximate sum of $21,000. The Debtor will make the payments to
the taxing authorities for that claim over the course of three
years in the sum of $500 per month with $3,000 to be paid on the
effective date.
The Debtor will pay its unsecured creditors over the course of five
years. The Plan is a step up plan:
* During the first year of the Plan, the Debtor will pay the
unsecured creditors $2,000 per month for a total annual sum of
$24,000.
* During the second year of the Plan, the Debtor will pay the
unsecured creditors $2,250 per month for a total annum sum of
$27,000.
* During the third through fifth years of the Plan, the Debtor
will pay the unsecured creditors $2,500 per month for an annual
total of $30,000.
* The total sum to be paid to the unsecured creditors will be
$141,000.
No payments will be made to equity security holders other than the
Debtor's salary.
This Plan of Reorganization proposes to pay creditors of the Debtor
from business operations.
A full-text copy of the First Amended Plan dated September 28,
2021, is available at https://bit.ly/3A8InTz from PacerMonitor.com
at no charge.
Attorney for the Plan Proponent:
Stella Havkin, Esq.
Havkin & Shrago Attorneys at Law
5950 Canoga Avenue, Ste. 400
Woodland Hills, CA 91367
Telephone: (818) 999-1568
Facsimile: (818) 305-6040
Email: stella@havkinandshrago.com
About Remy's HT RN
Remy's HT RN, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10026) on Jan. 4,
2021, disclosing under $1 million in both assets and liabilities.
Havkin & Shrago, Attorneys At Law serves as the Debtor's legal
counsel.
RESTORATION HARDWARE: Moody's Assigns First Time 'Ba2' CFR
----------------------------------------------------------
Moody's Investors Service assigned first time ratings to
Restoration Hardware, Inc. ("RH") including a Ba2 corporate family
rating, Ba2-PD probability of default rating and a speculative
grade liquidity rating (SGL) of SGL-1. In addition, Moody's
assigned a Ba2 rating to RH's proposed $1.5 billion first lien term
loan. The outlook is stable.
Proceeds from the $1.5 billion term loan will be used to fully
repay RH's 2023 and 2024 convertible notes and for general
corporate purposes. Moody's ratings and outlook are subject to
receipt and review of final documentation.
Moody's took the following actions for RH.:
Corporate Family Rating, Assigned Ba2
Probability of Default Rating, Assigned Ba2-PD
Senior Secured Term Loan, Assigned Ba2 (LGD4)
Speculative Grade Level, Assigned SGL-1
Outlook, Assigned Stable
RATINGS RATIONALE
RH's Ba2 CFR is supported by governance considerations particularly
an expectation that RH will maintain balanced financial strategies
that support maintaining a moderate level of funded debt, solid
credit metrics and very good liquidity including addressing its
debt maturities in a timely manner. RH has a history of
opportunistic share repurchases and the Ba2 CFR reflects that any
future share repurchases will be funded with excess balance sheet
cash and cash flow. Moody's adjusted debt/EBITDA, pro forma for
$1.5 billion in funded debt, is approximately 3x as of July 31,
2021.
RH's Ba2 CFR is also supported by its strong brand awareness as a
home luxury brand, its strong operating margins and performance of
the existing Design Galleries. RH's luxury brand benefits from its
upper income customers with strong purchasing power who typically
are more resilient to economic downturns. However, the rating is
constrained by the cyclical nature of the home furnishing industry
which could cause consumers to delay, forego or trade down on
purchases in recessionary periods.
RH's Ba2 CFR is also constrained by its unique business strategy
which focuses on a conversion to a large box gallery styled store
concept that requires a significant capital investment and also
includes new international markets and an expansion into
hospitality most notably restaurants and two hotels.
The stable outlook reflects Moody's expectation of very good
liquidity and sustained margin strength as the company opens its
new galleries.
RH's liquidity is very good reflecting a cash balance of $290
million as of July 31, 2021 and robust free cash flow in the
projected periods. Capital expenditures to support the new
galleries and interest expense from the issuance is expected to be
fully funded with internally generated cash with no drawings on the
$600 million asset based revolving credit facility which had
approximately $389 million of borrowing base availability as of
July 31, 2021.
As proposed, the new credit facility is expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following:
Incremental debt capacity up to the sum of the greater of $1
billion and 100% of Consolidated EBITDA plus unlimited amounts
subject to: (i) a first lien net secured leverage ratio of 4x for
pari passu first lien debt, (ii) a secured net leverage ratio that
does not exceed 4.5x for secured debt that is junior in ranking to
the first lien debt and (iii) a consolidated total net leverage
ratio that does not exceed 5.5x or a consolidated fixed charge
coverage ratio no lower than 2x for unsecured debt and debt not
secured by a lien on any collateral. No portion of the incremental
may be incurred with an earlier maturity than the initial term
loans.
The credit agreement permits the transfer of assets to
unrestricted subsidiaries, up to the carve-out capacities, subject
to "blocker" provisions which prohibits the transfer of material
intellectual property to any unrestricted subsidiary.
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
An upgrade to the ratings is unlikely in the near term as it will
likely take time for RH to demonstrate the performance of its
unique business strategy in the currently contemplated new
international markets while further expanding the gallery concept
in the US and testing select hotels. However, the ratings could be
upgraded if the company successfully executes on its plan evidenced
by consistent organic revenue growth, sustained EBIT margins, solid
operating performance trends and return on invested capital at its
new locations, international markets and ventures. Quantitatively,
an upgrade would require Moody's adjusted debt/EBITDA below 2.5x
and adjusted EBIT margin sustained above 22%.
The ratings could be downgraded if there is a shift to more
aggressive financial strategies or if there is a deterioration in
the company's overall operating performance or liquidity profile.
The ratings could also be downgraded if the company's gallery
expansion results in lower operating margins or should the company
expand its operations into new sectors that materially changes its
current business profile. Quantitatively, the ratings could be
downgraded if Moody's adjusted debt/EBITDA is sustained above 3.5x
or if adjusted EBIT margins were to fall below 15%.
Headquartered in Corte Madera, California, RH is a home furnishings
company that offers its collection through its retail galleries,
catalog, and online. As of July 31, 2021, the company operated 66
total galleries including 25 design galleries and 37 legacy
galleries. The company also operates 14 Waterworks Showrooms and 38
outlets. For the twelve months ending July 31, 2021, RH had
approximately $3.5 billion in revenue.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
REWALK ROBOTICS: Closes $32.5M Registered Direct Offering
---------------------------------------------------------
ReWalk Robotics Ltd. has closed its previously announced registered
direct offering, priced at-the-market under Nasdaq rules, for the
sale of 16,013,518 of the Company's ordinary shares (or pre-funded
warrants to purchase ordinary shares in lieu of ordinary shares),
at an effective purchase price of $2.035 per share. ReWalk also
issued to the investors unregistered warrants to purchase up to an
aggregate amount of 8,006,759 ordinary shares in a concurrent
private placement.
H.C. Wainwright & Co. acted as the exclusive placement agent for
the offering.
The warrants have a term of five and one-half years, exercisable
immediately upon issuance and have an exercise price of $2.00 per
ordinary share.
The gross proceeds from the offering were approximately $32.5
million. The Company intends to use the net proceeds from the
offering for the following purposes: (i) sales, marketing and
reimbursement expenses related to market development activities of
the Company's ReStore and Personal 6.0 devices, broadening
third-party payor and CMS coverage for the ReWalk Personal device
and commercializing its new product lines added through
distribution agreements; (ii) research and development of the
Company's lightweight exo-suit technology for potential home
personal health utilization for multiple indications and future
generation designs for ReWalk's spinal cord injury device; (iii)
routine product updates; and (iv) general corporate purposes,
including working capital needs; and (v) potential acquisitions of
businesses.
The Company's ordinary shares (or pre-funded warrants to purchase
ordinary shares in lieu of ordinary shares) (but not the
unregistered warrants or the ordinary shares underlying the
unregistered warrants) were offered by ReWalk in a registered
direct offering pursuant to a "shelf" registration statement on
Form S-3 (File No. 333-231305) previously filed with the Securities
and Exchange Commission on May 9, 2019 and declared effective by
the SEC on May 23, 2019. Such ordinary shares were offered only by
means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement. A final prospectus
supplement and an accompanying base prospectus relating to the
ordinary shares (or pre-funded warrants to purchase ordinary shares
in lieu of ordinary shares) offered in the registered direct
offering were filed with the SEC and are available on the SEC's
website located at http://www.sec.gov. Electronic copies of the
final prospectus supplement and accompanying prospectus relating to
the registered direct offering may also be obtained by contacting
H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York,
NY 10022, by phone at (212) 856-5711 or email at
placements@hcwco.com.
The warrants and the ordinary shares issuable upon exercise of the
warrants (as described above) are being offered in a private
placement pursuant to the exemptions provided in Section 4(a)(2)
under the Securities Act of 1933, as amended, and Rule 506(b)
promulgated thereunder. Neither these warrants nor the ordinary
shares issuable upon exercise of the warrants are being registered
under the Act, and may not be offered or sold in the United States
absent registration with the SEC or an applicable exemption from
such registration requirements.
About ReWalk Robotics
ReWalk Robotics Ltd. -- http://www.rewalk.com-- develops,
manufactures, and markets wearable robotic exoskeletons for
individuals with lower limb disabilities as a result of spinal cord
injury or stroke. ReWalk's mission is to fundamentally change the
quality of life for individuals with lower limb disability through
the creation and development of market leading robotic
technologies. Founded in 2001, ReWalk has headquarters in the
U.S., Israel and Germany.
ReWalk Robotics reported a net loss of $12.98 million for the year
ended Dec. 31, 2020, compared to a net loss of $15.55 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$71.71 million in total assets, $5.63 million in total liabilities,
and $66.08 million in total shareholders' equity.
REWALK ROBOTICS: Launches $32.5M Registered Direct Stock Offering
-----------------------------------------------------------------
ReWalk Robotics Ltd. has entered into definitive agreements with
several institutional investors providing for the issuance of
16,013,518 of the Company's ordinary shares (or ordinary share
equivalents in lieu thereof), at an effective purchase price of
$2.035, in a registered direct offering priced at-the-market under
Nasdaq Rules. ReWalk has also agreed to issue to the investors
unregistered warrants to purchase up to an aggregate amount of
8,006,759 ordinary shares in a concurrent private placement.
H.C. Wainwright & Co. is acting as the exclusive placement agent
for the offering.
The warrants will have a term of five and one-half years, be
exercisable immediately following the issuance date and have an
exercise price of $2.00 per ordinary share.
The gross proceeds from the offering are expected to be
approximately $32.5 million. The Company intends to use the net
proceeds from the offering for the following purposes: (i) sales,
marketing and reimbursement expenses related to market development
activities of the Company's ReStore and Personal 6.0 devices,
broadening third-party payor and CMS coverage for the ReWalk
Personal device and commercializing its new product lines added
through distribution agreements; (ii) research and development of
the Company’s lightweight exo-suit technology for potential home
personal health utilization for multiple indications and future
generation designs for ReWalk's spinal cord injury device; (iii)
routine product updates; and (iv) general corporate purposes,
including working capital needs and potential acquisitions of
businesses.
The Company's ordinary shares (or ordinary share equivalents in
lieu thereof) (but not the warrants or the ordinary shares
underlying the warrants) are being offered by ReWalk in a
registered direct offering pursuant to a "shelf" registration
statement on Form S-3 (File No. 333-231305) previously filed with
the Securities and Exchange Commission on May 9, 2019 and declared
effective by the SEC on May 23, 2019. Such ordinary shares may be
offered only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration statement.
Once filed with the SEC, electronic copies of the final prospectus
supplement and accompanying prospectus relating to the registered
direct offering may be obtained, when available, on the SEC's
website at http://www.sec.govor by contacting H.C. Wainwright &
Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by
phone at (212) 856-5711 or email at placements@hcwco.com.
The warrants and the ordinary shares issuable upon exercise of the
warrants are being offered in a private placement pursuant to the
exemptions provided in Section 4(a)(2) under the Securities Act of
1933, as amended, and Rule 506(b) promulgated thereunder. Neither
these warrants nor the ordinary shares issuable upon exercise of
the warrants are being registered under the Act, and may not be
offered or sold in the United States absent registration with the
SEC or an applicable exemption from such registration
requirements.
About ReWalk Robotics
ReWalk Robotics Ltd. -- http://www.rewalk.com-- develops,
manufactures, and markets wearable robotic exoskeletons for
individuals with lower limb disabilities as a result of spinal cord
injury or stroke. ReWalk's mission is to fundamentally change the
quality of life for individuals with lower limb disability through
the creation and development of market leading robotic
technologies. Founded in 2001, ReWalk has headquarters in the
U.S., Israel and Germany.
ReWalk Robotics reported a net loss of $12.98 million for the year
ended Dec. 31, 2020, compared to a net loss of $15.55 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$71.71 million in total assets, $5.63 million in total liabilities,
and $66.08 million in total shareholders' equity.
RIDGETOP AG: Amends Plan to Update Unsecured Claims Pay Details
---------------------------------------------------------------
Ridgetop AG, LLC, submitted a Second Amended Plan of Reorganization
dated September 28, 2021.
The proposed Plan reflects the Debtor's best efforts to reorganize
in an orderly fashion. The Plan provides for full payment to
secured and priority creditors and a substantially greater dividend
to unsecured creditors than they are likely to receive if Debtor
liquidates its assets.
The Second Amended Plan added this paragraph: "For the duration of
the plan all Debtor's creditors holding money judgment liens are
enjoined from the any act to collect all or any part of their
judgment from the Debtor's accounts receivable, no matter if the
account is a pre-petition or post-petition account receivable.
Holders of judgment liens are enjoined from harassing or otherwise
communicating with current or former clients of the Debtor in order
to collect the judgment owed by the Debtor."
Class 4 consists of Nonpriority Unsecured Claims. This claim is
impaired. Undisputed, non-priority unsecured claims, are in the
approximate amount of $227,784.67. Said Claims will receive
distributions of 100 percent of what they are owed, over a term of
5 years. Any monies collected from co-debtors will be creditors
against the amount owed by the Debtor.
Class 5 consists of equity interests of the Debtor, if any, shall
be retained by them, same being of nominal or no value to
creditors.
A full-text copy of the Second Amended Plan of Reorganization dated
September 28, 2021, is available at https://bit.ly/3FabVnD from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Carrie S. Werle, Esq.
Krekeler Strother, SC
2901 West Beltline Hwy., Suite 301
Madison, WI 53713
Telephone: (608) 258-8555
Facsimile: (608) 258-8299
Email: cwerle@ks-lawfirm.com
About Ridgetop Ag
Ridgetop Ag LLC filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 21 11388) on
June 28, 2021, listing under $1 million in both assets and
liabilities. Alan S. Bark, an authorized member, signed the
petition. Judge Catherine J. Furay oversees the case. Krekeler
Strother, SC, serves as the Debtor's legal counsel.
RITE AID: Moody's Raises CFR to B3 & Alters Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service upgraded Rite Aid Corporation's Corporate
Family Rating to B3 from Caa1 and it probability of default rating
to B3-PD from Caa1-PD. Moody's also upgraded the rating of the
company's ABL revolving credit facility to B1 from B2, it's FILO
term loan to B2 from Caa1, it's senior secured notes to B3 from
Caa1 and its senior unsecured notes to Caa2 from Caa3. The outlook
is changed to stable from positive. The company's speculative grade
liquidity rating remains unchanged at SGL-2.
"Rite Aid's credit metrics have improved as new management
initiatives are showing traction and liquidity remains good with no
near term maturities," Moody's Vice President Mickey Chadha stated.
"However, operational and competitive challenges remain and new
initiatives will take time to fully demonstrate upside especially
in the Elixir PBM business," Chadha further stated.
Upgrades:
Issuer: Rite Aid Corporation
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured ABL Revolving Credit Facility, Upgraded to B1
(LGD3) from B2 (LGD3)
Senior Secured Term Loan, Upgraded to B2 (LGD3) from Caa1 (LGD4)
Senior Secured Notes, Upgraded to B3 (LGD4) from Caa1 (LGD4)
Senior Unsecured Notes, Upgraded to Caa2 (LGD6) from Caa3 (LGD6)
Outlook Actions:
Issuer: Rite Aid Corporation
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
Rite Aid's B3 rating incorporates it's high leverage and smaller
scale compared to much larger and well capitalized competitors like
CVS Health and Walgreens Boots Alliance, Inc. scale has become
increasingly more important in today's competitive pharmacy sector.
The company's recent second quarter results were better than
expected as COVID-19 vaccines and increase in chronic prescriptions
resulted in retail pharmacy growth. Moody's expects vaccinations
for children under 12 years and booster shots will be a positive
for Rite Aid in the next 12 months. However the cadence of
vaccinations will decline as the number of people needing a vaccine
will decline. Moody's also anticipates that as restrictions and
lockdowns are eased in 2021 the flu and cold season will somewhat
normalize supporting an improvement in Rite Aid's earnings. Moody's
expects Rite Aid's lease adjusted debt/EBITDA to be about 5.5x for
the fiscal year ended March 2022 but interest coverage will remain
weak at around 1.0x. Positive ratings consideration is given to
Moody's expectation that management will continue focus on cost
reduction, inventory rationalization, store remodels, growth in the
Elixir PBM business, increase the level of script growth through
increased traffic and file buys and strategically target
participation in limited and preferred networks to boost revenue,
earnings and free cash flow. Rite Aid's good liquidity, and the
relative stability and positive longer term trends of the
prescription drug industry are other positive rating
considerations.
Rite-Aid's rating also takes into consideration the litigation risk
associated with prescription drug usage especially opioids. Moody's
considers this to be a Social risk under it's ESG framework. Rite
Aid's financial strategies have remained balanced with the company
using cash received from asset sales to repay debt.
The stable outlook reflects Moody's expectation that operating
performance and credit metrics will not deteriorate from current
levels in the next 12 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if the company demonstrates a sustained
improvement in operating performance. An upgrade would require
continued script volume growth and positive comparable front end
sales. Ratings could be upgraded if the company demonstrates that
it can maintain debt/EBITDA below 5.0 times and EBIT to interest
expense above 1.5 times. In addition, a higher rating would require
Rite Aid to continue to maintain a good liquidity profile,
including positive free cash flow.
Ratings could be downgraded should the likelihood of a default
increase for any reason or if Rite Aid experiences a decline in
revenues or earnings or increases debt such that debt/EBITDA is
likely to remain above 6.5 times and EBIT to interest expense is
likely to remain below 1.0 times. Ratings could also be downgraded
should liquidity weaken including free cash flow remaining negative
or the company does not get any traction on new PBM contracts or if
prescription volumes decline.
Rite Aid Corporation operates over 2,500 drug stores in 17 states.
It also operates a full-service pharmacy benefit management company
(Elixir). Revenues are about $24 billion.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
ROCKDALE MARCELLUS: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 cases
of Rockdale Marcellus, LLC and Rockdale Marcellus Holdings, LLC.
The committee members are:
1. Aqua - ETC Water Solutions, LLC
Attention: Philip Wright
c/o John Mitchell, Esq.
Katten Muchin Rosenman LLP
2121 North Pearl Street, Suite 1100
Dallas, TX 75201-2591
Tel: 469-627-7017
E-mail: john.mitchell@katten.com
2. Chemstream Inc.
Attention: Thomas Barnes
511 Railroad Ave.
Homer City, PA 15701
Tel: 724-915-8388
E-mail: thomas.barnes@chemstream.com
3. Cudd Pressure Control
Attention: Faron Dehart
Vianey Garza, Esq.
Doré Rothberg McKay
1717 Park Row, Ste. 160
Houston, TX 77084
Tel: 281-829-1555
E-mail: vgarza@dorelaw.com
4. Moore Trucking, LLC
Attention: Christopher Moore
238 Sunset Rd.
Canton, PA 17724
Tel: 570-916-8870
E-mail: mooretrucking08@yahoo.com
5. ProFrac Services, LLC
Attention: Brian Von Hatten
c/o Tiffany Strelow Cobb, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, OH 43215
Tel: 614-464-8322
E-mail: tscobb@vorys.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Rockdale Marcellus
Rockdale Marcellus is a northeast Pennsylvania natural gas driller.
It owns and operates 66 producing wells on 42,897 net acres in
three northeast Pennsylvania counties.
On Sept. 21, 2021, Rockdale Marcellus, LLC and Rockdale Marcellus
Holdings, LLC filed petitions for Chapter 11 protection (Bankr.
W.D. Pa. Lead Case No. 21-22080). The Debtors' cases have been
assigned to Judge Gregory L. Taddonio.
Rockdale Marcellus, LLC listed $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Debtors tapped Reed Smith LLP as legal counsel, Huron
Consulting Services LLC as restructuring advisor, and Houlihan
Lokey Capital Inc. as investment banker. Epiq is the claims and
noticing agent.
SAFINA N MBAZIRA: 1st Cir. Upholds "Strong Arm" Clause Ruling
-------------------------------------------------------------
Safina Mbazira purchased a home in Waltham, Massachusetts in July
2005, which she financed through two mortgages, the first of which
had an initial principal of $528,000. Under Massachusetts law, a
mortgage must include a "certificate of acknowledgment," signed
before a notary public or similar official, that the grantor has
voluntarily signed the mortgage instrument. Although a notarized
certificate of acknowledgment accompanied Mbazira's mortgage, the
space for her name was left blank. Ms. Mbazira's handwritten
initials, however, do appear on the bottom of the page.
The original mortgagee -- Mortgage Electronic Registration Systems
-- assigned its interest to U.S. Bank, N.A., in 2008. Both
mortgagees registered their interests with Massachusetts' Land
Court. In September 2013, U.S. Bank initiated pre-foreclosure
proceedings against Ms. Mbazira and obtained an "Order of Notice"
from the Land Court, which was registered the following month. The
original interest in the mortgage, U.S. Bank's current interest,
and the pre-foreclosure Order of Notice each appear on the
Certificate of Title in the Land Court registration.
Two months after U.S. Bank initiated the pre-foreclosure
proceedings, Ms. Mbazira filed for Chapter 11 bankruptcy. The
petition identified the mortgage at issue as "unliquidated" and
"disputed" with a claim amount of $564,700. The Debtor then
commenced an adversary proceeding against U.S. Bank, seeking to
"avoid" the mortgage because her name is missing from the
certificate of acknowledgment.
U.S. Bank sought to dismiss the adversary proceeding. The
bankruptcy court denied both U.S. Bank's motion to dismiss and its
request to certify any questions to the Massachusetts Supreme
Judicial Court ("SJC"). Under the so-called "strong arm" provision
of Section 544 of the Bankruptcy Code, the bankruptcy court allowed
Mbazira to void the mortgage because the certificate of
acknowledgement accompanying it failed to state that Mbazira signed
the mortgage as her free act and deed.
After the district court affirmed, U.S. Bank timely appealed with
the United States Court of Appeals, First Circuit, which affirmed
the judgment of the bankruptcy court.
The "strong arm" clause permits a trustee to "avoid . . . any
obligation incurred by the debtor that is voidable by" a real or
hypothetical bona fide purchaser, regardless of any actual
knowledge of the obligation by the trustee. Thus, the trustee can
only void a mortgage obligation if it did not have constructive
notice of the encumbrance. Under Massachusetts law there are two
methods for giving constructive notice to the world of a mortgage
on real property:
1. One can either properly record the mortgage in the registry
of deeds, or
2. one can register the mortgage with the Land Court, which
provides the same notice to third parties as if it were recorded.
The First Circuit pointed out that over seven years have passed
since the bankruptcy court issued its first ruling that neither
attempted recording nor registration with the Land Court triggered
constructive notice given the defective certificate. The First
Circuit noted that neither party has suggested that the bankruptcy
court's reasoning has created any significant problems.
The defect at issue in the certificate is obvious and readily
guarded against by a mortgagee, the First Circuit said.
For these reasons, the First Circuit thinks it best to leave
matters as they stand. For the same reasons, the appeals court
sees no substantial need to certify a question to the SJC.
Accordingly, the First Circuit held that summary judgment was
properly granted for the Debtor because the omission of her name
from the certificate of acknowledgement was a material defect under
Massachusetts law. Thus, a bona fide purchaser would not be
charged with constructive knowledge of the instrument, and
therefore the Debtor can avoid the mortgage in bankruptcy.
The case is IN RE: SAFINA N. MBAZIRA, Debtor. U.S. BANK, N.A., as
Trustee of the J.P. Morgan Mortgage Acquisition Corp. 2005-FRE1
Asset Backed Pass-through Certificates, Series 2005-FRE1,
Appellant, OCWEN LOAN SERVICING, LLC, Defendant, v. JOHN O.
DESMOND, Chapter 11 Trustee of the Estate of Safina N. Mbazira,
Appellee, No. 16-1465 (1st Cir).
A full-text copy of the Decision dated Oct. 1, 2021, from
Leagle.com. is available at https://is.gd/AnPHoN
Jason A. Manekas, Esq. -- jmanekas@bg-llp.com -- with whom Bernkopf
Goodman LLP was on brief, for appellant.
David G. Baker represented the appellee.
Safina Mbazira filed for Chapter 11 bankruptcy protection (Bankr.
D. Mass. Case No. 13-16586) on Nov. 12, 2013.
SAN DIEGO TACO: Seeks OK on Pacific Premier Bank Cash Deal
----------------------------------------------------------
San Diego Taco Company, Inc. filed with the U.S. Bankruptcy Court
for the Southern District of California a Stipulation it entered
into with Pacific Premier Bank. Pursuant to the Stipulation, the
Bank allows the Debtor access to cash collateral from September 30
through February 2022, pending Court approval. The Debtor seeks to
use the cash collateral pursuant to the budget, which provides for
$109,571 in monthly expenses. The Debtor owed the Bank, as of the
Petition Date, $277,408 under a prepetition note and related
documents, secured by a first-priority lien on all personal
property assets of the Debtor.
As adequate protection, the Debtor agrees to remain current under
all obligations to the Bank and shall make monthly payments of
$3,772 commencing on October 1, 2021 and on the first day of each
successive month. The Bank shall also have a replacement lien in
all prepetition and postpetition assets in which the Debtor holds
an interest.
A copy of the Stipulation is available for free at
https://bit.ly/3FbFrcC from PacerMonitor.com.
Attorneys for Pacific Premier Bank:
David W. Brody, Esq.
Kenneth R. Shemwell, Esq.
Brody & Shemwell, APC
1350 Columbia Street, Suite 403
San Diego, CA 92101
Telephone: (619) 546-9200
Facsimile: (619) 546-9270
Email: dbrody@brody-law.com
About San Diego Taco Company, Inc.
San Diego Taco Company, Inc. operates restaurants that specialize
in Mexican cuisine. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 21-03594) on
September 2, 2021. In the petition signed by Ernie Becerra III,
president, the Debtor disclosed $615,570 in total assets and
$1,597,598 in total liabilities.
Judge Christopher B. Latham oversees the case.
Jason E. Turner, Esq., at J. Turner Law Group, APC is the Debtor's
counsel.
SANUWAVE HEALTH: Dr. Tom Price Quits as Director
------------------------------------------------
Dr. Tom Price resigned as a member of the board of directors of
Sanuwave Health, Inc., effective Sept. 28, 2021.
Dr. Price's resignation was not the result of any disagreement with
Sanuwave, as disclosed in the company's Form 8-K filed with the
Securities and Exchange Commission.
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is focused on the
research, development, and commercialization of its patented,
non-invasive and biological response-activating medical systems for
the repair and regeneration of skin, musculoskeletal tissue, and
vascular structures.
SANUWAVE reported a net loss of $10.43 million for the year ended
Dec. 31, 2019, compared to a net loss of $11.63 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$32.87 million in total assets, $33.74 million in total
liabilities, and a total stockholders' deficit of $873,002.
Marcum LLP, in New York, NY, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
30, 2020 citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SARATOGA & NORTH CREEK: Creditors to Get Proceeds From Liquidation
------------------------------------------------------------------
Saratoga and North Creek Railway, LLC, an Illinois limited
liability company, filed with the U.S. Bankruptcy Court for the
District of Colorado a Disclosure Statement for Chapter 11 Plan of
Liquidation dated September 30, 2021.
The Plan provides that the real property, personal property, and
all other assets of the Debtor on the Effective Date will be
transferred to the Reorganized Debtor pursuant to and in accordance
with the Plan. The Plan will be implemented by the appointment of a
Plan Administrator of the Reorganized Debtor, who shall be the sole
director of the Reorganized Debtor and the sole officer, serving as
the President, Treasurer, Vice-President, Secretary and any other
officer of the Reorganized Debtor with delegated authority to carry
out the Plan.
The Plan Administrator will be charged with the orderly sale of all
property of the Debtor vested in the Reorganized Debtor, by auction
if required. Funds from the sale of the assets will be distributed
to creditors with Allowed Claims.
Sale Process
After the filing of the bankruptcy petition, William A. Brandt, Jr.
(the "SLRG Trustee") began the process of marketing and selling
Saratoga's assets to potential operators of a railroad. He set up a
data room has been and began having negotiations and discussions
with potential bidders in such a sale, and others as to whether
such a sale is possible and the parameters of such a sale process.
After approximately a year of active marketing, Saratoga has
entered into an Asset Purchase Agreement with Revolution Rail
Holding Company, LLC, whereby Revolution Rail will be the stalking
horse bidder at a post confirmation sale. Revolution Rail agreed to
purchase the Saratoga Easement and other Saratoga assets for
$700.000.00 in cash.
In a nutshell, the Asset Purchase Agreement forms the basis for the
feasibility of the Plan. Specifically, once the Plan is confirmed,
and using the Asset Purchase Agreement as the base line or stalking
horse bid, the SLRG Trustee will set a deadline for all interested
parties to submit bids to participate in an auction of the Debtor's
assets. If the SLRG Trustee receives bids for Saratoga's assets at
a higher and better price with all other terms identical to those
in the Asset Purchase Agreement, the SLRG Trustee will conduct an
auction of all of the Saratoga assets.
The Asset Purchase Agreement anticipates Revolution Rail's
assumption of the Debtor's common carrier status as an operating
railroad. Such common carrier status in conjunction with subsequent
authorization of Revolution Rail with the Surface Transportation
Board will permit Revolution Rail to provide public passenger
and/or freight service across the Saratoga Easement. Because
Saratoga Easement only permits the use of the land for the
operation of a railroad, the Debtor must sell the Saratoga Easement
to a party who plans to assume the obligation of providing public
freight and/or passenger service over its rail lines.
The Plan provides for the orderly sale of all the Debtor's assets.
Under the Plan, all the real property, personal property, and all
other Assets of the Debtor will be transferred to the Reorganized
Debtor on the Effective Date of the Plan.
The Plan will treat claims as follows:
* Class 1 consists of Priority Non-Tax Claims, which the Plan
defines to mean an Allowed Claim entitled to priority under Section
507(a)(3)- (a)(7) of the Bankruptcy Code. Each Allowed Claim
constituting a Class 1 Priority Non-Tax Claim shall be paid in
full, in cash on the Effective Date. Class 1 is unimpaired and
deemed to accept the Plan and not entitled to vote.
* Class 2 consists of the Allowed Secured Claim of Big
Shoulders. If not already paid pursuant to a Bankruptcy Court
order, the Allowed Claim of Big Shoulders will be paid in full, in
cash on the Effective Date. Class 2 is unimpaired and deemed to
accept the Plan and not entitled to vote.
* Class 3 consists of General Unsecured Claims. Each Holder of
a General Unsecured Claim shall be treated as a Class 4 Claim and
shall receive its Pro Rata share of all cash available for
distribution by the Plan Administrator up to the full amount of
each Allowed Class 9 Claim after satisfaction in full of the
Liquidation Expenses, all Allowed Administrative Expenses, all
Allowed Priority Tax Claims, and all Allowed Class 1 and 2 Claims.
Distributions on Allowed General Unsecured Claims falling within
Class 3 shall be made at such time and in such amounts as the Plan
Administrator shall determine in his sole discretion. Class 3 is
impaired.
* Class 4 consists of Equity Interests in the Debtor. The
Holders of Class 4 Equity Interests shall be entitled to receive
all funds remaining after satisfaction in full of the Liquidation
Expenses, all Allowed Administrative Expenses, all Allowed Priority
Tax Claims, all Allowed Priority NonTax Claims, and all Allowed
Class 1, 2, and 3 Claims. The Plan Administrator shall turn over to
the Debtor all assets remaining after such payments have been paid
in full if any assets remain.
Generally, the Plan provides that the real property, personal
property, and all other Assets of the Debtor on the Effective Date
will be transferred to the Reorganized Debtor. The Plan will be
implemented by the appointment of the Plan Administrator, who will
be charged with the orderly liquidation of all Assets of the Debtor
vested in the Reorganized Debtor, and distributing the proceeds of
those Assets to creditors of the Debtor based on the amounts of
their respective Allowed Claims.
A full-text copy of the Disclosure Statement dated Sept. 30, 2021,
is available at https://bit.ly/3moBWHv from PacerMonitor.com at no
charge.
Debtor's Counsel:
MARKUS WILLIAMS YOUNG & HUNSICKER LLC
Jennifer Salisbury, No. 37168
1775 Sherman Street, Suite 1950
Denver, Colorado 80203
Telephone (303) 830-0800
Facsimile (303) 830-0809
jsalisbury@markuswilliams.com
About Saratoga and North Creek Railway
Saratoga and North Creek Railway, LLC, a privately held company in
the rail transportation industry, filed a voluntary Chapter 11
(Bankr. D. Col. Case No. 20-12313) on March 30, 2020. In the
petition signed by William A. Brandt, Jr., Chapter 11 trustee of
San Luis & Rio Grande Railroad, Inc., Debtor was estimated to have
$1 million to $10 million in both assets and liabilities. Judge
Thomas B. Mcnamara oversees the case. The Debtor tapped Markus
Williams Young & Hunsicker LLC as its legal counsel, and
Development Specialists, Inc. as its accountant.
SAVI TECHNOLOGY: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The U.S. Trustee for Region 4 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Savi Technology, Inc.
About Savi Technology
Alexandria, Va.-based Savi Technology, Inc. filed a petition for
Chapter 11 protection (Bankr. E.D. Pa. Case No. 21-11369) on Aug.
4, 2021, disclosing up to $10 million in assets and up to $50
million in liabilities. Rosemary Johnston, acting president and
chief executive officer of Savi Technology, signed the petition.
Judge Brian F. Kenney oversees the case.
The Debtor tapped Benjamin P. Smith, Esq., at Shulman, Rogers,
Gandal, Pordy & Ecker, P.A. as bankruptcy counsel. Wrobel Markham,
LLP and Weiner Brodsky Kider, PC serve as the Debtor's special
litigation counsel.
SCIENTIFIC GAMES: Receives Required Consents to Amend Indentures
----------------------------------------------------------------
Scientific Games International, Inc., which is a wholly-owned
subsidiary of Scientific Games Corporation, announced that it has
received consents from holders of a majority of the outstanding
aggregate principal amount of each of its outstanding 5.000% Senior
Secured Notes due 2025, 3.375% Senior Secured Notes due 2026,
8.625% Senior Notes due 2025, 5.500% Senior Notes due 2026, 8.250%
Senior Notes due 2026, 7.000% Senior Notes due 2028 and 7.250%
Senior Notes due 2029 to approve the adoption of certain proposed
amendments to the indentures governing the notes, which the company
requested pursuant to its previously announced consent solicitation
described in the issuer's consent solicitation statement dated
Sept. 23, 2021. The consent solicitation expired at 5:00 p.m., New
York City time, on Sept. 30, 2021.
At the expiration date, holders of record had validly delivered and
had not validly revoked consents relating to the following
respective principal amounts of the Notes:
Outstanding
Principal
Amount % Consenting
--------------- ------------
5% Secured Notes US$1,250,000,000 97.63%
3.375% Secured Notes EUR325,000,000 90.64%
8.625% Notes US$550,000,000 99.39%
5.5% Notes EUR250,000,000 96.89%
8.250% Notes US$1,100,000,000 98.52%
7% Notes US$700,000,000 95.63%
7.25% Notes US$500,000,000 97.18%
Following receipt of the Requisite Consents, the Issuer, SGMS, the
other guarantors party to the Indentures and the trustee for the
Indentures executed supplemental indentures on Sept. 30, 2021. The
Supplemental Indentures amended the Indentures' requirement that at
least 75% of the consideration received from an Asset Sale is cash
or cash equivalents to reduce that percentage to 60%, solely with
respect to an initial public offering relating to the intended
divestiture of SGMS' lottery business occurring prior to June 30,
2022, subject to the terms and conditions described in the
Statement. The Supplemental Indentures became effective upon their
execution and delivery and are binding on all holders of the Notes,
even those who did not deliver a consent at or prior to the
Expiration Date. The Proposed Amendments set forth in the
Supplemental Indentures will become operative upon payment of the
Consent Payment.
Holders of record who validly delivered and did not validly revoke
their consents prior to the Expiration Date will receive a pro rata
portion of the aggregate consent payment, in the manner described
in the Statement. The Company expects to make the Consent Payment
on a date on or prior to the consummation of the SG Lottery IPO (as
defined in the Statement), subject to the conditions set forth in
the Statement. No portion of the Consent Payment will be payable
with respect to any consents received after the Expiration Date or
to holders of Notes who did not deliver a valid and unrevoked
consent at or prior to the Expiration Date.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC were the
solicitation agents in the Consent Solicitation and Global
Bondholder Services Corporation served as the information,
tabulation and paying agent. Persons with questions regarding the
Consent Solicitation should contact Goldman Sachs & Co. LLC at
(toll free) +1 (800) 828-3182 or (collect) +1 (212) 902-5962 or by
e-mail at GS-LM-NYC@gs.com; Morgan Stanley & Co. LLC at (toll free)
+1 (800) 624-1808 or (collect) +1 (212) 761-1057; or Global
Bondholder Services Corporation, at (toll free) +1 (866) 470-3700,
(banks and brokers) +1 (212) 430-3774, by facsimile (for Eligible
Institutions only) at +1 (212) 430-3775/3779 or by email to
contact@gbsc-usa.com.
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.
SEARS HOLDINGS: Kmart Closing Last Store in Michigan
----------------------------------------------------
JC Reindl of the Detroit Free Press reports that the last Kmart
store in Michigan -- the birthplace of the once-ubiquitous discount
brand -- is closing.
The Kmart in Marshall, about a 20-minute drive east of Battle
Creek, is preparing to shut its doors by Nov. 21 and is hiring
temporary employees to help with the closing, according to job
postings and a store associate who answered the phone Monday.
Kmart has been shuttering locations for decades and the Marshall
store has been the last one in Michigan since 2020.
The Kmart in Marshall is he only national big-box store in that
region.
Marshall has a population of about 7,000 and its Kmart was the only
big-box retailer in the region.
survived as long as it did because the store is the only national
big-box retailer in the immediate area. Kmart also didn't own the
building, which prevented the company from closing the store and
selling the real estate for quick cash.
The 90,000-square-foot store is in a still-busy shopping center
owned by a California businessman who purchased the property for
$5.45 million in 2015. The store opened in the early 1990s as a
"Big K," replacing an older and smaller Kmart.
"It's an end to an era," said James Durian, CEO of the Marshall
Area Economic Development Alliance.
"The Kmart brand has been fading for years, it was only a matter of
time before they closed it in Marshall," Durian said. "Another
retailer like it would be pretty successful in Marshall given the
need."
The Kmart brand was born in 1962 when Detroit-based retailer S.S.
Kresge Co. opened the first Kmart big-box store in Garden City.
At Kmart's peak, before the retail chain's merger with Sears and
its double bankruptcies, there were nearly 2,500 Kmart stores
nationwide and 134 in Michigan. The original Garden City location
closed in 2017, and Kmart abandoned its former corporate
headquarters off Big Beaver Road in Troy in 2006, after Kmart
merged with Sears and relocated offices to Hoffman Estates,
Illinois, in suburban Chicago.
Westland was home to the last surviving Sears in Michigan until
that store closed several weeks ago.
Marshall City Manager Tom Tarkiewicz said Monday, September 27,
2021, that although the city hasn't been officially notified about
the Kmart closing, reports have started circulating online.
The city's next big concern will be filling the large space in the
shopping center that Kmart will vacate, he said.
"I don't know what we may see come in there. We would like to get
it filled," he said.
The total number of surviving Kmart stores was not available
Monday, September 27, 2021.
About Sears Holdings Corp.
Sears Holdings Corporation (OTCMKTS: SHLDQ) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s. At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018. At that time, the Company employed
68,000 individuals, of whom 32,000 were full-time employees.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018. The Hon. Robert D. Drain is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; DLA Piper LLP as real estate advisor; and Prime
Clerk as claims and noticing agent.
The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on the official committee of unsecured
creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP
as legal counsel; FTI Consulting as financial advisor; and Houlihan
Lokey Capital, Inc. as investment banker.
The U.S. Trustee for Region 2 on July 9, 2019, appointed five
retirees to serve on the committee representing retirees with life
insurance benefits in the Chapter 11 cases.
* * *
In February 2019, Bankruptcy Judge Robert Drain authorized Sears
Holdings approval to sell the business to majority shareholder and
CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL
Investments, Inc., won an auction to acquire substantially all of
Sears' assets, including the "Go Forward Stores" on a going-concern
basis. The proposal would allow 425 stores to remain open and
provide ongoing employment to 45,000 employees.
SINTX TECHNOLOGIES: Amends Bylaws to Reduce Quorum Requirement
--------------------------------------------------------------
On and effective as of Sept. 30, 2021, the board of directors of
SINTX Technologies, Inc. approved the amendment and restatement of
the bylaws of the company to reduce the quorum required for
meetings of stockholders from a majority to one-third of the
outstanding shares of stock entitled to vote, present in person, by
remote communication or by proxy, and further to provide that where
a separate vote by a class or classes or series is required, except
where otherwise provided by statute or by the certificate of
incorporation or the bylaws, one-third of the outstanding shares of
such class or classes or series entitled to vote, present in
person, by remote communication or by proxy shall constitute a
quorum entitled to take action with respect to that vote on that
matter.
As previously disclosed in SINTX's current report on Form 8-K filed
with the SEC on Sept. 15, 2021, the company convened and adjourned
the 2021 annual meeting of stockholders of the company without any
business being conducted, due to lack of the requisite quorum. The
annual meeting has been adjourned to 10:30 a.m. local time,
Wednesday, Oct. 13, 2021. The adjourned meeting will be held at
the company's headquarters, 1885 W 2100 S, Salt Lake City, Utah.
The record date has not changed. Only stockholders of record at
the close of business on July 26, 2021, are entitled to vote at the
annual meeting.
About SINTX Technologies
Headquartered in Salt Lake City, Utah, SINTX Technologies --
https://ir.sintx.com -- is an OEM ceramics company that develops
and commercializes silicon nitride for medical and non-medical
applications. The core strength of SINTX Technologies is the
manufacturing, research, and development of silicon nitride
ceramics for external partners. The Company presently manufactures
advanced ceramics powders and components in its FDA registered, ISO
13485:2016 certified, and ASD9100D certified manufacturing
facility.
SINTX Technologies reported a net loss of $7.03 million for year
ended Dec. 31, 2020, compared to a net loss of $4.79 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$26.42 million in total assets, $4.94 million in total
liabilities, and $21.48 million in total stockholders' equity.
SOUND HOUSING: Trustee Taps Borde Law as Bankruptcy Counsel
-----------------------------------------------------------
Stuart Heath, Chapter 11 trustee for Sound Housing LLC, received
approval from the U.S. Bankruptcy Court for the Western District of
Washington to retain Borde Law, PLLC as his legal counsel.
The trustee needs legal assistance from the firm to evaluate claims
held by the Debtor's estate and to evaluate whether conversion of
the Debtor's Chapter 11 case to one under Chapter 7 is in the best
interest of the estate and creditors. Borde Law will also
represent the trustee in other matters related to the case.
Manish Borde, Esq., managing attorney at Borde Law, will be paid at
the hourly rate of $395.
As disclosed in court filings, Mr. Borde neither holds nor
represents interests adverse to the Debtor and its estate.
Borde Law can be reached through:
Manish Borde, Esq.
Borde Law, PLLC
600 Stewart Street, Suite 400
Seattle, WA 98101
Tel: 206 905-6129
Email: mborde@bordelaw.com
About Sound Housing LLC
Kirkland, Wash.-based Sound Housing, LLC filed a petition for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 21-10341) on Feb.
19, 2021, listing as much as $10 million in both assets and
liabilities. Judge Marc Barreca presides over the case. Jacob D
DeGraaff, Esq., at Henry & DeGraaff, P.S., is the Debtor's legal
counsel.
On Sept. 24, 2021, Stuart Heath was appointed Chapter 11 trustee in
the Debtor's case. Manish Borde, Esq. at Borde Law, PLLC serves
as his legal counsel.
SPRINGFIELD HOSPITAL: Leaders Plot Future After Bankruptcy Exit
---------------------------------------------------------------
Liora Engel-Smith, writing for Support VTDigger reports that the
leaders of Springfield Hospital plot the company's future after it
emerged from bankruptcy.
With bankruptcy in the rearview, Springfield Hospital leaders plot
a future
The financial constraints that have led to the closure of 181 rural
hospitals nationwide since 2005 have yet to play out in Vermont.
But in the summer of 2019, one institution in the Green Mountain
State came dangerously close to joining that list.
Springfield Hospital, a 25-bed facility in Windsor County, had been
operating at a deficit for years. As bills mounted in 2018, there
wasn't enough money to keep the heat on or cover salaries. Hospital
leaders filed for bankruptcy in June 2019 after Springfield’s
debt ballooned to $18 million.
The facility emerged from bankruptcy the following December 2020.
Now, after years of losses, Springfield leaders recently told state
representatives from Windham and Windsor counties that the hospital
is inching toward financial stability, according to state Rep.
Kristi Morris, D-Springfield. Morris said legislators wanted to
know how the hospital is faring now, months after bankruptcy
proceedings ended.
"We want to see them survive," said Morris, who also serves on the
town's selectboard.
The hospital ended its 2019 fiscal year -- the same year bankruptcy
proceedings began -- with a $9.6 million deficit, according to
filings with the Green Mountain Care Board, a regulatory body that
oversees hospital budgets in Vermont. These losses shrunk to a
projected $1.8 million in fiscal year 2021.
But Springfield needed a significant boost in growth targets in
fiscal year 2022 to continue that trajectory, interim Chief
Financial Officer Kayda Wescott told the care board last September
2021.
"It's just allowing us to stabilize our cash and stop the decline,"
she said.
If approved, Springfield would have been given the green light to
increase its patient revenue by an additional $53 million in fiscal
year 2022. Without that increase, Springfield executives said in
September, losses in the coming year could exceed $6 million.
Members of the care board, however, called Springfield's budget
unrealistic and nixed that proposal. The board allowed the
hospital to raise its commercial insurance rates, a move that would
net the hospital additional $1.2 million but wouldn't cover the
projected deficit in full.
Board members also said Springfield's leaders would need to be
creative if they wanted the hospital to weather the rocky financial
terrain ahead.
Leaders at the rural facility have "to really think about what is
the appropriate size for Springfield Hospital," said care board
member Jessica Holmes. "Is it possible that your fixed costs as
they currently stand simply can’t be met by the declining patient
demand?"
Board chair Kevin Mullin delivered an even sharper rebuke. "I'm
confident that the hospital will survive this year," he said in an
interview — but he said Springfield's long-term survival is
uncertain, unless the hospital makes some big changes in its
operations.
Hospital spokesperson Anna Smith, however, delivered a far rosier
prediction. Patient volumes have rebounded, she said, and the
hospital's efforts to cut costs are paying off.
Still, she acknowledged that the coronavirus pandemic could erase
some of these gains.
"Whether Delta will change that, whether services will have to be
stopped again in the future is really out of our control … if it
does, we'll plan accordingly," she said.
No mergers or affiliations for now
The road to financial stability has not been easy, Smith said.
Layoffs and restructuring efforts aimed to cut costs whenever
possible. Then, in June 2019, hospital officials discontinued
Springfield's labor and delivery unit, a service they said was too
costly to keep local.
The pandemic has only deepened the hospital's crisis, with
ever-rising staffing costs and patient volume swings. Even with
more patients coming into Springfield's recently reopened 10-bed
psychiatric unit and adult day care, members of the care board cast
doubt on the hospital's future, saying that leaders are banking on
a temporary uptick in services that may well not last.
These cuts have only partially helped, said Tom Huebner, a former
Rutland Regional Medical Center executive who works with
Springfield Hospital on behalf of Gov. Phil Scott. The challenge
would be bringing in more patients to sustain current operations.
"There's some evidence in recent months that that's happening," he
said. "Whether it happens sufficiently, frankly, time will tell."
Hospital executives told the Green Mountain Care Board that
Springfield's imaging equipment needs to be replaced, as does the
building's air circulation system. Executives also wanted to
contribute to the employee retirement fund match for the first time
since 2020 to attract and retain employees.
The hospital's employee workforce has already shrunk somewhat, from
450 employees in December 2020 to 413 employees in August 2021.
Huebner told the board the hospital has already made all the
necessary cuts. At this point, he said, Springfield should work to
preserve its market share to make it attractive for possible
partnerships with larger hospital systems.
The hospital got close to such a partnership agreement just before
the first documented Covid-19 case in Vermont in March 2020.
Huebner said Springfield explored a partnership with Mt. Ascutney
Hospital in Windsor and the Valley Regional Hospital in Claremont,
New Hampshire, with the support of Dartmouth-Hitchcock Health, a
large Lebanon, New Hampshire-based hospital chain that's affiliated
with both institutions.
The agreement fell apart as the first wave of the pandemic swept
the nation, but Huebner pointed out that Springfield's board has
representatives from Dartmouth-Hitchcock Health and UVM Health
Network, two regional chains that could offer such collaborations.
Representatives from both networks said last month that
full-fledged affiliations are not in the works, though
collaborations around specific services are possible.
Springfield's leaders, however, said nothing is off the table.
"We envision a sustainable future either as an independent hospital
or as a system partner, and we remain open to pursuing
partnerships," Springfield Hospital CEO Robert Adcock told the
Green Mountain Care Board last September 2021.
Members of the care board have said the way forward may not be as
smooth as Springfield officials predict, especially since
Springfield works with a large number of Medicaid patients, who
bring in low reimbursement rates. Competition from nearby
facilities -- Brattleboro Memorial Hospital; Cheshire Medical
Center in Keene, New Hampshire; and Rutland Medical Center -- also
could slow Springfield's recovery.
But a closure would be a blow to residents, some of whom are on
Medicaid and cannot afford to travel outside of the community for
their care, said Springfield Town Manager Jeff Mobus. The local
economy, too, would suffer if the hospital, a major employer, shut
down.
"It's access to medical care," he said. "It provides [residents] a
great deal of comfort knowing that medical care is available right
there in their own community."
About Springfield Hospital
Springfield Hospital, Inc., is a not-for-profit, critical access
hospital located in Springfield, Vermont. As part of Springfield
Medical Care Systems' integrated system of care, including a
network of ten federally qualified community health center sites,
Springfield Hospital serves communities in southeastern Vermont and
southwestern New Hampshire.
Springfield Hospital, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Vermont Case No. 19-10283) on June
26, 2019. At the time of the filing, the Debtor estimated $10
million to $50 million in assets and liabilities. The Hon. Colleen
A. Brown oversees the case. Murray, Plumb & Murray is the Debtor's
legal counsel.
ST. JOHN PENTECOSTAL: Gets OK to Hire Quintairos as Special Counsel
-------------------------------------------------------------------
St. John Pentecostal Church Inc. received approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Quintairos Prieto Wood & Boyer, P.A. as special counsel.
The Debtor needs the firm's legal services to obtain refinancing.
These services include reviewing and explaining any agreements
reached with the Debtor's lenders; introducing the Debtor to
potential lenders; assisting with the refinance process;
participating in communications with lenders; assisting in the
completion of applications; and working with the Debtor to assure
closing.
Quintairos will be paid at the rate of $250 per hour and reimbursed
for out-of-pocket expenses incurred.
Marvin Pettus, Esq., a partner at Quintairos, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Marvin K. Pettus, Esq.
Quintairos Prieto Wood & Boyer, P.A.
233 Broadway, Suite 2120
New York, NY 10279
Tel: (212) 226-4026
Fax: (212) 226-4027
Email: marvin.pettus@qpwblaw.com
About St. John Pentecostal Church Inc.
St. John Pentecostal Church Inc., a religious organization in New
York, filed a voluntary petition for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 19-10195) on Jan. 23, 2019, listing up to $10
million in assets and up to $500,000 in liabilities. Robert
Johnson, deacon, signed the petition.
Judge Martin Glenn oversees the case.
The Debtor tapped Julie Cvek Curley, Esq., at Kirby Aisner &
Curley, LLP as bankruptcy counsel; Dyal Consulting Group, Inc. as
accountant; and Quintairos Prieto Wood & Boyer, P.A. as special
counsel.
STANDARD INDUSTRIES: Moody's Lowers CFR to Ba3, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded Standard Industries Inc.'s
Corporate Family Rating to Ba3 from Ba2 and the Probability of
Default Rating to Ba3-PD from Ba2-PD. Moody's also downgraded all
of the company's senior unsecured notes to B1 from Ba2 and affirmed
the Baa3 rating on the company's senior secured term loan maturing
2028. The outlook is stable. This completes the review initiated on
April 27, 2021 and extended on July 26, 2021.
"Standard Industries' leverage is elevated and ratings could be
pressured further without significant debt reduction from cash
flow, which is management's plan," said Peter Doyle, Vice President
at Moody's.
The downgrade of Standard Industries' CFR to Ba3 from Ba2 reflects
increased leverage following the company's aggressive financial
policy by paying a $3.06 billion dividend financed by the company's
$2.5 billion senior secured term loan and cash on hand. Standard
Industries Holdings Inc., the parent company of Standard
Industries, used the proceeds from the dividend to partially fund
the acquisition of W.R. Grace & Co. on September 22, 2021 in a
transaction valued at about $7.0 billion. The dividend represents
several years of future free cash flow and about two years of
adjusted EBITDA. Moody's projects Standard Industries' adjusted
debt-to-EBITDA will remain above 5.0x through 2022, which is
significantly greater than the previously identified downward
rating trigger of 4.25x and compares to 3.7x for the last twelve
months ending July 4, 2021. Fixed charges including cash interest,
term loan amortization and operating lease payments will now
approach $325 million per year.
The following ratings/assessments are affected by the actions:
Downgrades:
Issuer: Standard Industries Inc.
Corporate Family Rating, Downgraded to Ba3 from Ba2
Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD
Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD4)
from Ba2 (LGD4)
Affirmations:
Issuer: Standard Industries Inc.
Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2)
Outlook Actions:
Issuer: Standard Industries Inc.
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
Standard Industries' Ba3 CFR reflects Moody's expectation of
continued robust operating performance, with adjusted EBITDA margin
sustained in the range of 18% - 21% over the next two years. A very
strong market share for roofing product in both North America and
Europe, end market dynamics that support growth and very good
liquidity characterized by consistent and strong free cash flow
(before dividends) further support Standard Industries' credit
profile.
Governance characteristics Moody's considers in Standard
Industries' credit profile include an aggressive financial policy,
evidenced by high leverage and the expectation of large dividends
financed by debt and cash on hand. Trusts for the benefit of the
heirs of Ronnie F. Heyman are the owners of Standard Industries,
including but not limited to the families of David Millstone and
David Winter, both of whom are also Co-CEOs of Standard Industries
and Co-Chief Investment Officers of 40 North Management LLC, a
private investment fund. They dictate long-range capital deployment
decisions, especially for dividends and acquisitions. Standard
Industries has no independent directors on its Board of Directors.
The stable outlook reflects Moody's expectation that Standard
Industries will continue to perform well, generate strong margins
and use cash flow to reduce balance sheet debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade in Standard Industries' ratings is unlikely over the
next eighteen months due its leveraged capital structure. However,
the ratings could improve if the company were to use cash flow to
pay down debt such that adjusted debt-to-EBITDA is sustained below
4.25x and there is no meaningful deterioration in operating
performance while preserving very good liquidity. Additionally, the
owners of Standard Industries would have to demonstrate their
commitment to maintain more conservative policies in support of a
higher rating. A downgrade of Standard Industries' CFR could ensue
if cash flow is not used for debt reduction and adjusted
debt-to-EBITDA remains above 5.25x or EBITDA margin is trending
below18%. Deterioration in liquidity or aggressive acquisition with
additional debt or shareholder return activity could result in
downward rating pressure as well.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Standard Industries Inc., headquartered in Parsippany, New Jersey,
is the leading manufacturer and marketer of roofing products and
accessories with operations primarily in North America and Europe.
The company manufactures and sells residential and commercial
roofing and waterproofing products, insulation products,
aggregates, specialty construction and other products.
THERMON HOLDING: Moody's Withdraws B2 CFR Following Loan Repayment
------------------------------------------------------------------
Moody's Investors Service withdrew all of Thermon Holding Corp.'s
ratings, including its B2 Corporate Family Rating, B2-PD
Probability of Default Rating, B2 (LGD3) senior secured debt
ratings and SGL-1 Speculative Grade Liquidity rating. The outlook
was changed to ratings withdrawn from stable.
RATINGS RATIONALE
Moody's withdrew the ratings because Thermon has terminated
commitments to its revolver due 2022 and fully repaid its term loan
due 2024.
Thermon Holding Corp., headquartered in Austin, Texas, is a
subsidiary of Thermon Group Holdings, Inc., a publicly traded
company that provides industrial process heating solutions to
customers in end markets that include oil and gas, chemicals, and
power generation.
TOPBUILD CORP: Moody's Rates New Senior Unsecured Notes 'Ba2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to TopBuild Corp.'s
proposed senior unsecured notes. Moody's expects the terms and
conditions of the proposed senior unsecured notes to be similar to
TopBuild's existing senior unsecured notes due 2029 and will be
pari passu. TopBuild's Ba1 Corporate Family Rating, Ba1-PD
Probability of Default Rating and the Ba2 rating on the company's
existing senior unsecured notes due 2029 are not impacted by the
proposed transaction. The outlook is stable. The company's
speculative grade liquidity rating remains SGL-1.
Moody's views the proposed transaction as credit positive. Proceeds
from the notes issuance, along with an upsized senior secured term
loan and cash on hand, will be used to acquire Distribution
International (DI) for around $1 billion (excluding fees and
expenses) without material deterioration in key credit metrics. DI
is a North American distributor and fabricator of insulation and
related product and is currently owned by affiliates of Advent
International Corp. DI's products are used in industrial,
commercial, and metal buildings, which will expand TopBuild's
market presence in new construction while reducing reliance on new
home construction. Moody's estimates that commercial construction
will account for about 35% of TopBuild's revenue and 65% from
residential construction. Revenue from more diversified sources,
recurring revenue from maintenance, repair and operations (MRO),
and end markets that support growth further enhance TopBuild's
credit profile.
The following ratings are affected by the action:
Assignments:
Issuer: TopBuild Corp.
Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5)
RATINGS RATIONALE
TopBuild's Ba1 CFR reflects Moody's expectation of robust operating
performance, with EBITDA margin sustained at about 17%. Higher
volumes and resulting operating leverage from that growth offset
DI's lower margin business relative to TopBuild. Moody's also
forecasts low leverage, with adjusted debt-to-EBITDA slightly above
2.0x at year end 2022, and healthy free cash flow with adjusted
free cash flow-to-debt approaching 22% by late 2022. Revenue from
more diversified sources, recurring revenue from maintenance,
repair and operations (MRO), and end markets that support growth
further enhance TopBuild's credit profile. Moody's Global Macro
Outlook projects that the US GDP will grow by 6.5% in 2021 and by
4.5% for 2022, which should benefit all sectors including the US
construction industry.
However, risks remain. TopBuild faces strong competition in a
highly fragmented industry and remains heavily exposed to the
domestic homebuilding industry, commercial construction, oil & gas
production, and manufacturing, each of which experienced
significant volatility in the past. There will be integration risk
as TopBuild merges DI into its own operating and administrative
systems.
The stable outlook reflects Moody's expectation that TopBuild will
uphold conservative financial policies. A very good liquidity
profile and positive end market dynamics further support the stable
outlook.
TopBuild's SGL-1 speculative grade liquidity rating is supported by
substantial free cash flow, which Moody's project approaching $375
million by late 2022, cash on hand ($261.7 million at June 30,
2021) and full access to its revolving credit facility, which is
currently $450 million.
The Ba2 rating on the company's proposed senior unsecured notes and
its existing senior unsecured notes due 2029, one notch below the
Corporate Family Rating, results from their subordination to the
company's senior secured bank credit facility consisting of a
revolving credit facility and term loan.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
An upgrade of TopBuild's ratings could ensue if the company upholds
conservative financial policies such that adjusted debt-to-EBITDA
is sustained below 2.0x while preserving very good liquidity. A
capital structure that ensures maximum financial flexibility would
be essential for higher ratings. Rating pressures could result if
adjusted debt-to-EBITDA is sustained above 3.0x, the company's
liquidity profile deteriorates or TopBuild aggressively pursues
acquisitions or returns to shareholders.
The principal methodology used in this rating was Distribution &
Supply Chain Services Industry published in June 2018.
TopBuild Corp., headquartered in Daytona Beach, Florida, is the
largest distributor and installer of insulation and related
products in the United States.
TOUCH OF HEAVEN: Unsecureds to Get $0; Confirmation Hearing Dec. 14
-------------------------------------------------------------------
Touch of Heaven Ministries, Inc., Church of Akron, Ohio, filed with
the U.S. Bankruptcy Court for the Northern District of Ohio a
Disclosure Statement in support of a Chapter 11 Plan dated
September 30, 2021.
The Debtor filed this chapter 11 case as a means of maintaining the
going concern value of their business and assets and conducting a
process to maximize value for stakeholders. Touch of Heaven
Ministries, Inc., Church of Akron, Ohio is an independent church
located at 131 S. High Street, Akron, Ohio 44308. The church was
founded in June 2004 as a religious non-profit corporation.
Assets of Touch of Heaven Ministries, Inc., Church of Akron, Ohio,
including but not limited to church buildings and other church
property are pledged in security of two bond issues, both of which
are in default, for which Herring Bank serves as Trustee for the
benefit of the Bondholders.
Debtor is currently in a repayment plan with the Summit County
Fiscal Office for the prepetition property taxes on its buildings.
Debtor is hopeful that Summit County Fiscal Office will forgive the
debtor's prepetition property taxes and make the debtor tax exempt
in the future. The granting of the tax-exempt status by Summit
County Fiscal Office is not guaranteed. If the tax-exempt status is
not granted, the debtor may not be able to make the anticipated
plan payments.
The Plan provides for payment of administrative expenses, priority
claims, and secured creditors in full, either in cash or in
deferred cash payments, and provides for payments to unsecured
creditors in an amount greater than they would receive in the event
of a Chapter 7 liquidation. Funds for implementation of the Plan
will be derived from the Debtor's income.
Class B consists of the claim of Summit County Fiscal Office for
Real Property Taxes on 131 S. High St, Akron, OH 44308. The Debtor
intends to stay current on their payment plan with Summit County by
paying $1994/month for 60 months which started in August 2020. This
class is impaired.
Class C consists of the claim of Summit County Fiscal Office for
Real Property Taxes on 1104 Johnston St, Akron, OH 44305. The
Debtor intends to stay current on their payment plan with Summit
County by paying $267/month that started prior to the commence of
this Bankruptcy. This class is impaired.
The Class D claim consisting of the Secured Claim of Herring Bank
as Trustee for the benefit of the Bondholders of Touch of Heaven
Ministries, Inc., is impaired and the bondholders shall be allowed
to vote to accept or reject the Plan as an Impaired Class. The
Class D claim is an Allowed Secured Claim and shall be paid in full
as follows:
* Herring's claim as of the Petition Date on December 31,
2019, was in the amount of $1,257,788.00 before pre-petition
attorney and trustee fees, which will be added thereto. From that
total amount, Debtor will be given credit for all post-petition
adequate protection payments paid prior to the first payment made
under this Plan.
* Although debtor does not believe that Herring Bank is fully
secured, Herring's claim is fully secured, having elected to be
treated as such pursuant to 11 U.S.C. Sec. 1111(b). Accordingly,
Herring's post-petition fees and costs, including its maintenance
fees for administration of the bond issue and its attorney fees and
costs, are allowed as part of Herring's secured claim.
* The Debtor will use its best efforts to sell the real
property located at 1104 Johnston Street and apply the proceeds to
Herring's claim, but may only close on any sale at a price less
than full payoff of Herring's claim if sold with the consent of
Herring. Debtor will control the marketing of the Johnston Street
location, but Herring will have access to complete information from
any realtor for Debtor.
* Herring's claim will accrue 4% interest per annum beginning
January 1, 2020, the day after the Petition Date, and Debtor will
make payments of $1,000.00 per week until the expiration of 10
years from the Petition Date, and therefore until December 31,
2029, when Debtor will make a final balloon payment of all
principal, interest, and all other amounts owing.
Class E-1 consists of the secured claim of Fromby Construction
which filed a mechanics lien on 1104 Johnston St. The property
securing the claim of Fromby Construction, which is secured against
1104 Johnston St shall be valued at $301,000 as of the Effective
Date of the plan. As the claim of Summit County Fiscal Office
reflects a Principal Balance of $26,025.59 and the claim of Herring
Bank reflects a Principal Balance of $439,084.04 as of the Petition
Date, which is greater than the value of the collateral, the Class
E-1 claim is wholly unsecured and shall be treated for all purposes
as a Class E claim, and the Mechanics Lien securing the Class E-1
Claim shall be deemed void.
Class E-2 consists of the secured claim of Certified Professional
Restoration which filed a judgment lien in the Summit County Fiscal
Office.
* The property securing the claim of Certified Professional
Restoration which is secured against 1104 Johnston St shall be
valued at $301,000.00 as of the Effective Date of the plan. As the
claim of Summit County Fiscal Office reflects a Principal Balance
of $26,025.59 and the claim of Herring Bank reflects a Principal
Balance of $439,084.04 as of the Petition Date, which is greater
than the value of the collateral, the Class E2 claim is wholly
unsecured and shall be treated for all purposes as a Class E claim,
and the Judgment Lien securing the Class E-2 Claim shall be deemed
void on 1104 Johnston St, Akron, OH.
* The property securing the claim of Certified Professional
Restoration which is secured against 131 S. High St shall be valued
at $686,770.00 as of the effective date of the plan. As the claim
of Summit County Fiscal Office reflects a Principal Balance of
$98,822.50 and the claim of Herring Bank reflects a Principal
Balance of $856,001.57 as of the Petition Date, which is greater
than the value of the collateral, the Class E-2 claim is wholly
unsecured and shall be treated for all purposes as a Class E claim,
and the Judgment Lien securing the Class E-2 Claim shall be deemed
void on 131 S. High St, Akron, OH.
Class E consists of all general unsecured claims against the
Debtor, including Classes E-1 and E-2. Holders of Class E claims
shall be paid, pro rata, a total of $0.00. The pro rata share of
the claimed amount of any claims which are then subject to
objections as to which a Final Order has not been entered shall be
deposited in an interest bearing bank account until a Final Order
is entered. When Final Orders are entered disallowing or allowing
and liquidating all Class E claims, the remaining funds in the bank
account shall be distributed to the holders of all Class E claims
pro rata.
The Debtor shall fund this Plan with income from tithes and
offerings. The Debtor shall retain the Assets of the estate, and
shall pay the operating expenses for the business, and pay the
creditors the amounts set forth in the Plan from the proceeds
thereof. Consistent with the provisions of the Plan and subject to
any releases provided for therein, the Debtor reserves the right to
begin or continue any adversary proceeding permitted under the Code
and Rules to collect any debts, or to pursue claims in any court of
competent jurisdiction.
The Receipts in May 2020 includes receipt from the SBA loan for the
amount of $135,300. The Expenses in 2021 includes Mold Removal in
the amount of $18,000. The Mold removal is now completed. This will
allow the Debtor to make their payments under the Plan. The
Receipts from tithes and offerings has increased in 2021 compared
to 2020. Receipts were lower in 2020 due to Covid. Debtor expects
the receipts to continue increase.
The Bankruptcy Court has scheduled December 14, 2021 at 10:00 AM as
the Confirmation Hearing. November 19, 2021 is the deadline to
submit Ballots to be counted as votes to accept or reject the Plan.
A full-text copy of the Disclosure Statement dated September 30,
2021, is available at https://bit.ly/3B6ygQJ from PacerMonitor.com
at no charge.
Attorney for the Debtor:
James F. Hausen (0073694)
215 E. Waterloo Rd, Suite 17
Akron, OH 44319
Phone: 234-678-0626
Fax: 234-201-6104
About Touch of Heaven Ministries
Touch of Heaven Ministries, Inc., a company based in Akron, Ohio,
filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 19-53062) on
Dec. 31, 2019. In the petition signed by Godess Clemons,
chairwoman, Board of Directors, the Debtor disclosed $1,517,368 in
assets and $1,688,729 in liabilities. The Hon. Alan M. Koschik is
the presiding judge. The Debtor hired Bates and Hausen, LLC, as
its legal counsel.
TROIKA MEDIA: Incurs $16M Net Loss in Fiscal Year Ended June 30
---------------------------------------------------------------
Troika Media Group, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$16 million on $16.19 million of net project revenues for the year
ended June 30, 2021, compared to a net loss of $14.45 million on
$24.61 million of net project revenues for the year ended June 30,
2020.
As of June 30, 2021, the Company had $43.89 million in total
assets, $25.15 million in total liabilities, and $18.74 million in
total stockholders' equity.
As of June 30, 2021, the Company has a working capital deficit of
$(4,004,000) compared with a deficit of $(14,619,000) at June 30,
2020. The decrease in working capital deficit was the result of an
increase of $486,000 in accounts receivable, an increase of
$527,000 in prepaid expenses, a decrease of $1,385,000 in
convertible note payables, and a $10,360,000 increase in cash
primarily driven by the proceeds from the Company's initial public
offering in April 2021. These decreases in working capital deficit
were offset by an increase of $942,000 in contract liabilities and
$1,089,000 in short term operating lease liabilities.
Net cash used in operating activities increased by $4,505,000 from
$(2,333,000) to $(6,838,000) for the years ended June 30, 2020 and
2021 respectively. This increase was the result of $3,140,000 in
gains from stimulus funding, a decrease of $1,985,000 in impairment
of goodwill, a decrease of $1,867,000 in impairment of intangibles,
a $1,834,000 decrease in the amortization of intangibles, and a
$2,673,000 decrease in accounts receivable. This was offset by
$2,565,000 increase in contract liabilities relating to revenue, a
$1,471,000 increase in accounts payable, a $463,000 increase in
operating lease liabilities, a $477,000 increase in long-term
liabilities, and a decrease of $6,319,000 in gain from the
derecognition of liabilities from discontinued operations.
Net cash used in investing activities increased by $1,436,000 from
$(98,000) to $(1,534,000) for the fiscal years ended June 30, 2020
and 2021 respectively as a result of $1,376,000 in cash being paid
for the Redeeem acquisition and an increase of $60,000 in purchases
of fixed assets
.
Net cash provided by financing activities increased by $16,812,000
from $2,345,000 to $19,157,000 for the fiscal years ended June 30,
2020 and 2021, respectively. This increase was primarily the
result of $20,702,000 in proceeds from the initial public offering
net of offering costs. This was offset by a decrease of $976,000
in proceeds from the sale of Series D preferred shares, a decrease
of $900,000 in proceeds relating to convertible note payables, and
a $2,448,000 increase in payments settling related party note
payables.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1021096/000147793221006888/troi_10k.htm
About Troika
Troika Media Group (fka M2 nGage Group, Inc.) -- www.thetmgrp.com
-- is an end-to-end brand solutions company that creates both
near-term and long-term value for global brands in entertainment,
sports and consumer products. Applying emerging technology, data
science, and world-class creative, TMG helps brands deepen
engagement with audiences and fans throughout the consumer journey
and builds brand equity. Clients include Apple, Hulu, Riot Games,
Belvedere Vodka, Unilever, UFC, Peloton, CNN, HBO, ESPN, Wynn
Resorts and Casinos, Tiffany & Co., IMAX, Netflix, Sony and
Coca-Cola.
TWISTED OAK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Twisted Oak, LLC
PO Box 2385
Murphys, CA 95247
Case No.: 21-90484
Business Description: Twisted Oak, LLC specializes in wines that
are made from Tempranillo, Grenache,
Mourvedre, Viognier, and more.
Chapter 11 Petition Date: October 4, 2021
Court: United States Bankruptcy Court
Eastern District of California
Judge: Hon. Ronald H. Sargis
Debtor's Counsel: Brian S. Haddix, Esq.
HADDIX LAW FIRM
1224 I Street
Modesto, CA 95354-0912
Tel: (209) 338-1131
Email: bhaddix@modestobankruptcylaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeff Stai, 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/6HXQWQA/Twisted_Oak_LLC__caebke-21-90484__0001.0.pdf?mcid=tGE4TAMA
U.S. SILICA: Appoints Sandra Rogers as Director
-----------------------------------------------
U.S. Silica Holdings, Inc. has appointed Sandra Rogers to its Board
of Directors. The election of Ms. Rogers increases the size of the
Company's Board to six members. Ms. Rogers will also serve as an
independent member of the Audit and Nominating & Governance
Committees of the Board as well as devote additional emphasis to
ESG program expansion.
Ms. Rogers has served as vice president, Supply Chain of Hillrom
Holdings, Inc., an American medical technology provider since 2016.
She currently serves as Chair of the Policy Owner's Examining
Committee at Northwestern Mutual. Ms. Rogers is also a member of
the iMentor Chicago Area Board and the New Community Outreach Board
of Chicago, IL. Sandra is a member of the Hillrom corporate
Diversity, Inclusion & Belonging Council and executive sponsor for
the African American employee resource group. She is a recipient
of the Hillrom Driver Goal, Compliance Champion, and Diversity
Inclusion & Belonging Awards. In 2019, Ms. Rogers was recognized
by Savoy Magazine as one of the Most Influential Women in Corporate
America. Prior to her role at Hillrom, Ms. Rogers held Vice
President positions at NetJets, Inc. and Honeywell, Inc.
Commenting on the addition of Ms. Rogers to the U.S. Silica board,
Chief Executive Officer Bryan Shinn stated, "Sandra brings valuable
operations and supply chain experience in addition to a diverse
perspective to U.S Silica. We look forward to the benefits of her
leadership and I am delighted to welcome her to our board."
"Our board was committed to the addition of a new member who would
complement our broad expertise and assist us as we continue to
navigate through the market recovery. We are very pleased to have
Sandra join our team," said Charles Shaver, U.S. Silica's Chairman.
"She will bring invaluable insight to our board as we continue to
grow our businesses while focusing on controlling costs and
maintaining supply chain efficiencies. "
"I'm very excited to join Bryan, Charlie and the other U.S. Silica
board members," said Ms. Rogers. "I look forward to engaging with
the Company's stakeholders as well as using my experience and
skillset to contribute to U.S. Silica's further growth and
success."
About U.S. Silica
Headquartered in Katy, Texas, U.S. Silica Holdings, Inc. --
http://www.ussilica.com-- is a global performance materials
company and a producer of commercial silica used in a wide range of
industrial applications and in the oil and gas industry. In
addition, through its subsidiary EP Minerals, LLC, the Company
produces products derived from diatomaceous earth, perlite,
engineered clays, and non-activated clays.
U.S. Silica reported a net loss of $115.12 million in 2020, a net
loss of $329.75 million in 2019, and a net loss of $200.82 million
in 2018. As of June 30, 2021, the Company had $2.26 billion in
total assets, $1.61 billion in total liabilities, and $648.74
million in total stockholders' equity.
UA INVESTMENTS: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: UA Investments LLC
311 Heritage Park Trce NW
Kennesaw, GA 30144-4832
Case No.: 21-57429
Business Description: UA Investments LLC is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)). The Debtor is the fee
simple owner of a commercial strip shopping
center located in Rome, Georgia having a
current value of $2.7 million.
Chapter 11 Petition Date: October 4, 2021
Court: United States Bankruptcy Court
Northern District of Georgia
Debtor's Counsel: Eric E. Thorstenberg, Esq.
ERIC THORSTENBERG
333 Sandy Springs Cir Ste 101
Atlanta, GA 30328-3833
Tel: (404) 843-8491
Fax: (404) 843-1516
Email: ethorstenberglaw@gmail.com
Total Assets: $2,702,950
Total Liabilities: $1,553,538
The petition was signed by Mohammad M. Gaffar as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/PJJTDRY/UA_Investments_LLC__ganbke-21-57429__0001.0.pdf?mcid=tGE4TAMA
UNIMEX CORP: Plan Trustee Taps Hirschler as Conflicts Counsel
-------------------------------------------------------------
Jolene Wee, the trustee appointed pursuant to Unimex Corporation's
Chapter 11 reorganization plan, received approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Hirschler Fleischer, PC as conflicts counsel.
The firm will represent the plan trustee in connection with the
pursuit of potential avoidance actions where Nelson Mullins Riley &
Scarborough, LLP, the plan trustee's lead counsel, has a conflict.
Hirschler will be paid on a contingency basis of 33.33 percent.
The firm will also receive reimbursement for work-related expenses
incurred.
Brittany Falabella, Esq., a partner at Hirschler, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Brittany B. Falabella, Esq.
David I. Swan, Esq.
Hirschler Flischer, PC
8270 Greensboro Drive, Suite 700
Tysons, VA 22102
Tel: 703.584.8911
Fax: 703.584.8901
Email: bfalabella@hirschlerlaw.com
dswan@hirschlerlaw.com
About Unimex Corporation
Sterling, Va.-based Unimex Corporation provides product sourcing,
manufacturing, storage, distribution and sales services to
governments, businesses and individual consumers.
Unimex Corporation filed a petition for Chapter protection (Bankr.
E.D. Va. Case No. 20-12535) on Nov. 16, 2020, listing as much as
$10 million in both assets and liabilities. Judge Brian F. Kenney
oversees the case.
Tyler, Bartl & Ramsdell, PLC and Mei T. Wu, CPA serve as the
Debtor's legal counsel and accountant, respectively.
Jolene E. Wee is the trustee appointed pursuant to the Debtor's
Chapter 11 plan of reorganization, which was confirmed by the court
on April 5, 2021. Nelson Mullins Riley & Scarborough, LLP and
Hirschler Fleischer, PC serve as the plan trustee's lead counsel
and conflicts counsel, respectively.
UNITI GROUP: Fitch Affirms 'B+' LongTerm IDRs, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Uniti Group Inc. and the IDRs of Uniti Group L.P. and
Uniti Fiber Holdings at 'B+'. In addition, the senior secured debt
of Uniti Group L.P. has been affirmed at 'BB+'/'RR1' and the senior
unsecured debt at Uniti Group L.P. and Uniti Fiber Holdings has
been affirmed at 'B'/'RR5'. The Rating Outlook is Stable.
Fitch has assigned a 'B'/'RR5' rating to Uniti Group L.P.'s $700
million offering of senior unsecured debt due 2030. The proceeds
are expected to be used to fund the redemption of the company's
$600 million of 2024 senior unsecured notes and any related
premiums and expenses. Any remaining proceeds are expected to be
used to prepay Windstream settlement obligations.
KEY RATING DRIVERS
Cash Flow and Revenue Stability: Uniti's ratings reflect the
stability of its revenues and EBITDA due to its new master leases
in the 2020 Windstream settlement agreement and expectations for
growth in its non-Windstream leasing business as well as in its
fiber segment. Windstream's revenue growth prospects benefit from
the secular tailwinds for data consumption and broadband
connectivity, both wireline and wireless.
The master leases with Windstream produced approximately $662
million in cash revenue in 2020, and will grow slightly due to
escalators over time. Returns on Uniti's funding of growth capital
investments (GCI) will be added to this amount.
Uniti is expected to derive approximately 33% of revenue outside of
the Windstream leases in 2021 via leases to other
telecommunications entities and through contracts providing fiber
capacity to wireless carriers, enterprise and wholesale carriers
and government entities.
Leverage Improvement: Asset sales in 2020 led to a reduction in
Uniti's net leverage (net debt/recurring operating EBITDA) to 6.1x
from 6.4x in 2019. Acquisitions prior to 2019 had caused net
leverage to be elevated. Fitch expects Uniti to finance future
transactions such that net leverage will remain relatively stable
at mid-5x to 6x over the long term. Fitch does not include the
Windstream settlement obligation as debt, but if the company
financed the current obligation with debt it would not have an
impact on the rating as the company would still be within Fitch's
rating sensitivities.
Liquidity is Solid: Liquidity at June 30, 2021 was approximately
$574 million, consisting of cash of approximately $108 million and
revolver availability of approximately $466 million. Windstream's
2020 emergence from bankruptcy materially reduced Uniti's risk and
improves prospects for the company. Uniti's funding needs have
increased to fund Windstream's growth capital improvements (GCI)
per the terms of their settlement agreement.
Tenant Concentration: Windstream's master leases provide
approximately 67% of Uniti's revenue. At the time of the spinoff,
nearly all revenue was from Windstream. Fitch believes improved
diversification is a positive for the company's credit profile,
as major customer verticals outside of Windstream consist of large
wireless carriers, national cable operators, government agencies
and education.
Leased Assets' Importance to Windstream: Fitch believes Uniti's
assets are essential to Windstream's operations, and this has been
validated by the approval of the settlement agreement. In certain
markets, Windstream is a "carrier of last resort" from a regulatory
perspective, and would require permission from state public utility
commissions and the Federal Communications Commission to cease
providing service in those markets.
Geographic Diversification: The company's geographic
diversification is solid, given Windstream's geographically
diverse operations and the expanded footprint due to acquisitions
since the spinoff.
DERIVATION SUMMARY
As the only fiber-based telecommunications REIT, Uniti (B+/Stable)
currently has no direct peers. Uniti is a telecom REIT formed
through the spinoff of a significant portion of Windstream's
fiber optic and copper assets. Windstream retained the electronics
necessary to continue as a telecommunication services provider.
Fitch believes Uniti's operations are geographically diverse, as
they are spread across more than 30 states, while the assets under
the master lease with Windstream provide adequate scale.
Other close comparable telecommunications REITs are tower
companies, including American Tower Corporation (BBB+/Stable),
Crown Castle International Corp. (BBB+/Stable) and SBA
Communications Corporation (not rated). These companies lease space
on towers and ground space to wireless carriers, and are a key part
of the wireless industry infrastructure.
However, the primary difference is tower companies operate on a
shared infrastructure basis with multiple tenants, whereas a
substantial portion of Uniti's revenues are derived on an exclusive
basis under sale-leaseback transactions. Uniti's leverage is higher
than those of American Tower or Crown Castle, but lower than that
of SBA.
In the Uniti Fiber segment, the most direct comparable company is
Zayo Group Holdings, Inc. Uniti Fiber has relatively small scale
and has expanded primarily through acquisitions. The business
models of Uniti Fiber and Zayo are unlike the wireline business of
communications services providers, including AT&T Inc.
(BBB+/Stable), Verizon Communications Inc. (A-/Stable) or Lumen
Technologies (BB/ Stable). Uniti Fiber and Zayo are providers of
infrastructure, which may be used by communications service
providers to provide retail services, including wireless, voice,
data and internet.
Crown Castle is an increasingly large participant in the fiber
infrastructure business through a series of acquisitions. The large
communications services providers self-provision, and they may use
a fiber infrastructure provider to augment their networks.
Uniti's fiber acquisitions since the spinoff are a key credit
consideration, as they reduced the concentration of revenues and
EBITDA from the Windstream master leases. Customers in the fiber
business include wireless carriers, enterprises and governments.
Fitch believes aspects of Uniti's credit profile are similar to
cases in the gaming industry where there are single-tenant or
concentrated leases between operating companies and their
respective REITs (propcos). Both Uniti and gaming REITs benefit
from triple net leases. Fitch believes the propcos are better
positioned, as rents may continue uninterrupted through the
tenant's bankruptcy because such rents are an operating expense and
unlikely to be rejected as a result of the master lease structure.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- In 2021, Fitch expects revenues to increase in the low single
digits, with mid-single digit growth in the leasing business
offset by a slight decline in the fiber business. In 2022 and
2023, Fitch forecasts revenue growth in the low- to mid-single
digits annually;
-- Fitch expects EBITDA margins to be slightly under 80%;
-- Fitch has reflected the terms of the settlement agreement with
Windstream, including the settlement obligations and the
funding of certain Windstream growth capital improvements;
-- Fitch expects Uniti to target long-term net leverage in the
mid-5x range to 6x range;
-- Fitch expects gross leverage to be in the high-5x range to 6x
longer term. Leverage is anticipated to come down modestly as
dark fiber and small cell projects are completed and the
contracted revenues come on-line;
-- Fitch estimates 2021 net success-based capital spending will
be in the range of $320 million to $350 million, in line with
company public net success-based capex guidance for fiber and
leasing. Fitch expects net success-based capex to decline in
2022 on the completion of certain fiber and small cell
projects. Capex intensity is expected to be in the mid-30%
range for Uniti Fiber in 2022, then decline to the mid-20%
range.
Recovery
-- The recovery analysis assumes Uniti would be considered a
going concern in a bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim. The revolver is assumed to be fully
drawn;
-- The going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level, upon which
Fitch bases the valuation of the company. This leads to a
post-reorganization EBITDA estimate of $750 million;
-- The reduced EBITDA could come about by a rent reset at
Windstream (and there are no immediate EBITDA generating
benefits received by Uniti in return for the reduction) and/or
weakness in other lines of business as fiber contracts are
renewed at lower levels;
-- Post-reorganization valuation uses a 6.0x enterprise value
multiple. The 6.0x multiple reflects the high margin, large
contractual backlog of revenues, and high asset value of the
fiber networks. Fitch uses this multiple for fiber-based
infrastructure companies, for which there have been historical
transaction multiples in the high single digit range;
-- The multiple is in line with the range for telecom companies
published in Fitch's Telecom, Media and Technology Bankrupcy
Enterprise Values and Creditor Reoveries report published July
9, 2021. The most recent report indicates a median of 5.5x;
-- Other communications infrastructure companies, such as tower
operators, trade at EV multiples exceeding 20x. The tower
companies have lower asset risk and higher growth prospects
leading to multiples in excess of 20x. Tower operators have
low churn as switching costs are high for customers (to avoid
service disruptions);
-- The revolver is assumed to be fully drawn. The recovery
analysis produces a Recovery Rating of 'RR1' for the secured
debt, reflecting strong recovery prospects (100%); the 'RR5'
for the senior unsecured debt reflects the lower recovery
prospects of the unsecured debt, given its position in the
capital structure.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch's expectation that net debt/recurring operating EBITDA
is sustained below 5.5x, FFO leverage is sustained in the low-
6x range or lower, and REIT interest coverage is 2.3x or
higher;
-- Demonstrated access to the common equity market to fund GCI,
other investments or acquisitions.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Net debt/recurring operating EBITDA is expected to be
sustained above 6.5x, FFO leverage is sustained above the low-
7x range or REIT interest coverage is 2.0x or lower;
-- If Windstream's rent coverage/rents ratio approaches 1.2x, a
negative rating action could occur. Rent coverage is measured
as EBITDAR/net capex; however, Fitch will also consider
Uniti's level of revenue and EBITDA diversification at that
time. In determining net capex, Windstream's gross capex would
be reduced by GCI funded by Uniti.
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
Improved Liquidity: As of June 30, 2021, Uniti had approximately
$574 million of liquidity (unrestricted cash of $108.5 million and
revolver availability of $465.5 million).
Uniti was active in early 2021 extending the maturities out
outstanding debt. In February 2021, Uniti issued $1.11 billion of
senior unsecured 6.5% notes due in 2029 to fund a tender offer for
substantially all of its $1.11 billion of 8.25% senior unsecured
notes due 2023 (a small stub was redeemed in April 2021). In April,
Uniti issued $570 million of 4.75% senior secured notes due 2028 to
fund the redemption in full of its $550 million 6% senior secured
notes due 2023.
In December 2020, Uniti amended its revolving credit facility,
increasing it to $500 million and extended the maturity date of the
commitments to Dec. 10, 2024. The maturity date of the revolver
will be subject to an earlier maturity date of 91 days prior to the
maturity date of any outstanding debt with a principal amount of at
least $200 million, unless its unrestricted cash balance plus
remaining revolver availability exceeds the principal amount of
such debt at all times following the 91st such day until the
maturity of such debt. Certain non-extending lender commitments of
approximately $60 million will mature on April 24, 2022; prior to
the expiration of these commitments, the aggregate size of the
revolving credit facility will be $560 million from all lenders.
Under the covenant reversion language in the senior secured notes
due 2025, a provision was put in place limiting the payment of
future cash dividends to an amount that does not exceed 90% of REIT
taxable income, without regard to the dividends-paid deduction and
excluding any net capital gains, while net leverage is above
5.75x.
The principal financial covenants in the company's credit
agreement require Uniti to maintain a consolidated secured leverage
ratio of no more than 5x. The company can incur other debt such
that pro forma consolidated total leverage is no more than 6.5x,
and if such debt is secured, as long as the consolidated secured
leverage ratio does not exceed 4x on a pro forma basis. If the
company incurs debt on the RCF, or otherwise, such that total
leverage exceeds 6.5x, the RCF will impose material restrictions on
Uniti's ability to pay dividends.
Maturities: There are no major maturities until 2024. After the
refinancing of the $600 million of 2024 senior unsecured notes,
Uniti will have reduced its 2024 maturities to $345 million of
senior unsecured exchangeable notes. In addition, certain
non-extended lender commitments approximating $60 million with
respect to the revolving credit facility will mature in April
2022.
Uniti established an at-the-market common stock offering program in
June 2020 that allows for the issuance of up to $250 million of
common equity to keep the capital structure in balance when funding
capex, as well as to finance small transactions.
REIT-required distributions reduce Uniti's FCF, although the
company has been able to reduce the dividend to relatively low
levels to maintain financial flexibility. Capital intensity
varies by business unit. In the leasing business, capital intensity
is virtually non-existent, as capex is the responsibility of the
tenant. Intensity is high in the Fiber segment, as the company is
in the process of completing Fiber projects.
ISSUER PROFILE
Uniti, which operates as a REIT, was formed through a spinoff from
Windstream Holdings, Inc. in April 2015. On a consolidated basis
the company has $8 billion of revenue under contract, with around
nine years of contract term remaining.
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.
UNITI GROUP: Moody's Rates New $700MM Sr. Unsecured Notes 'Caa2'
----------------------------------------------------------------
Moody's Investors Service has assigned a Caa2 to Uniti Group Inc.'s
(Uniti) proposed $700 million senior unsecured notes due 2030 which
will be issued jointly and severally by Uniti Group LP, Uniti Fiber
Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC.
The Caa2 rating is in line with the rating on the existing
unsecured debt. Uniti operates through a customary up-REIT
structure under which it holds its assets through Uniti Group LP, a
partnership that Uniti controls as general partner; Uniti Fiber
Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC
are subsidiaries of Uniti Group LP. The net proceeds from the sale
of the new unsecured notes will be used to fund the redemption of
the company's 7.125% senior notes due 2024, including related
premiums, with any remaining net proceeds used to prepay Windstream
settlement obligations. Under the company's settlement agreement
with Windstream Services, LLC (Windstream, B3 stable) and in
conjunction with Windstream's bankruptcy exit in September 2020,
Uniti is obligated to pay Windstream a total of $490.1 million over
20 consecutive quarters and is also entitled to prepay any
settlement obligation installments (discounted at a 9% rate). All
other ratings including Uniti's B3 corporate family rating (CFR)
and stable outlook are unchanged.
Assignments:
Issuer: Uniti Group LP
Gtd Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5)
RATINGS RATIONALE
Uniti's B3 corporate family rating reflects the stronger linkage
between Uniti's credit profile and Windstream's following
Windstream's 2020 bankruptcy exit. Windstream is Uniti's largest
tenant and the source of 67% of its revenue and a greater
percentage of EBITDA for the six months ended June 30, 2021; the
revenue percentage is up from 66% at year-end 2020 and 65% for the
comparable six months period in 2020. Windstream's post-bankruptcy
reduction of more than $4 billion of funded debt improved its
financial flexibility and improved the certainty of future cash
flows to Uniti. Under renegotiated master lease agreements which
are now in effect with post-bankruptcy Windstream, Uniti retains
the same annual lease payment it continued to receive throughout
Windstream's bankruptcy and under the original master lease
agreement's payment terms. Uniti also benefits from strengthened
lease terms, including the addition of guarantees from subsidiaries
of Windstream. In return, Uniti is also now contractually committed
to providing up to $1.75 billion of growth capital investment (GCI)
reimbursements, subject to project identification and meeting
certain underwriting standards, to Windstream through 2030, the
expiration year of the master lease agreements. While Moody's
expect Uniti to earn a market or near-market yield on its funding
of these leasehold improvements, the sustained success of
Windstream's execution of its business improvement plan and market
share growth objectives will also largely determine Uniti's credit
trajectory. Moody's believes the contractual nature of this
post-bankruptcy arrangement more firmly links Uniti's credit
profile to that of Windstream's credit profile than the linkage
that existed between the two companies before Windstream's 2019
bankruptcy. Windstream will need to be in compliance with certain
financial covenants for Uniti to be obligated to annually fund the
GCI reimbursements to Windstream. Uniti will be essentially
improving its own leasehold assets under this arrangement, and the
investments in fiber and fiber-related assets that Windstream will
make with these GCI reimbursements will aid and enable it to
accelerate fiber upgrade investments into residential portions of
the copper-based network under the lease with Uniti. The degree of
linkage between Uniti's credit profile and Windstream will only
meaningfully diverge when Uniti significantly diversifies its
sources of revenue and EBITDA.
Post Windstream's bankruptcy emergence, the innovative bifurcation
of Uniti's pre-bankruptcy master lease agreement with Windstream
into a consumer ILEC network lease and a CLEC network lease could
facilitate the potential future sale of either of these two
Windstream businesses focused on different end markets, which would
advance Uniti's lessee and revenue diversification objectives. The
renegotiated leases are cross-guaranteed and cross-defaulted unless
Windstream ceases to be the tenant. Under terms of a broader
settlement with Windstream, Uniti agreed to pay approximately $490
million to Windstream under a cash settlement agreement assuming
quarterly installments over 20 quarters. Moody's treats this as an
amortizing litigation-related liability and initially added $490
million to Moody's adjusted debt calculation to be amortized
quarterly or reduced with prepayments; Moody's adjusted EBITDA
calculation is not affected.
Uniti's need to meet future GCI reimbursements under renegotiated
terms of its master lease agreements with Windstream, its minimum
dividend required to maintain REIT status and currently high
leverage constrain the company's rating. Moody's expects
debt/EBITDA (Moody's adjusted) of approximately 6.5x at year-end
2021, reflecting debt-funded cash flow deficits. Moody's estimates
slightly lower debt/EBITDA (Moody's adjusted) in 2022 as the
company delivers steady EBITDA improvement and is expected to
employ more balanced external debt funding for organic growth and
capital spending obligations. Uniti's acquisitions of fiber
networks in recent years have aided nominal revenue
diversification, and additional tenant lease-up opportunities on
those networks remain a viable means for increasing cash flow
generation without additional capital spending. The company's June
2020 sale of tower assets and July 2020 sale of its Midwest fiber
network assets boosted liquidity and highlight a streamlined and
selective focus on the core leasing and fiber businesses. However,
Uniti's access to capital and cost of capital are critical inputs
to its ability to sustain more significant future growth beyond its
existing asset profile.
Moody's views Uniti's liquidity as adequate. As of June 30, 2021
the company had $109 million in cash and $465.5 million of
aggregated borrowing availability under a $500 million revolving
credit facility that matures on December 2024 and a $60.5 million
revolving credit facility that matures on April 24, 2022. Negative
free cash flow is expected in 2021 as a result of Uniti's dividend
payout, steady but high capital intensity and GCI reimbursements to
Windstream. The company is expected to have capital spending
(Moody's adjusted) of around $350 million in 2021 and $370 million
in 2022, which includes the annual GCI reimbursements Uniti is
committed to advancing to Windstream through 2030. Moody's expects
the company will draw on its revolvers to help fund its capital
spending with expected later refinancing from a combination of
capital raised in the both the debt and equity markets when
appropriate and consistent with stated financial policy.
The stable outlook reflects Moody's expectations over the next
12-18 months for marginal increases in recurring revenue, stable
EBITDA margin trends and consistent capital intensity including GCI
reimbursements to Windstream. An expectation for stable to slightly
declining debt leverage (Moody's adjusted) and liquidity to support
manageable cash flow deficits further support the stable outlook.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Given Uniti's revenue and EBITDA concentration with Windstream and
dependency on Windstream's sustained execution of its business
improvement plan and share growth strategy, an upgrade is unlikely
in the near term. Over the medium term, the ratings could be
subject to upward pressure if (i) Windstream's credit profile
improves, (ii) Uniti diversifies its revenue base such that its
master lease agreements with Windstream comprise a substantially
lower percentage of its revenue and EBITDA and (iii) Uniti
demonstrates improving leverage and cash flow metrics.
Moody's could lower Uniti's ratings if leverage were sustained
above 6.5x or if there is credit profile weakening at Windstream or
if the company's liquidity deteriorates.
The principal methodology used in this rating was Communications
Infrastructure Methodology published in August 2021.
Uniti Group Inc. is a publicly traded, real estate investment trust
(REIT) that was spun off from Windstream Holdings, Inc. in April of
2015. The majority of Uniti's assets are comprised of a physical
distribution network of copper, fiber optic cables, utility poles
and real estate which are under long term, exclusive master lease
to Windstream. Over time, Uniti has acquired additional fiber
assets that it operates as a standalone carrier, serving enterprise
and communications customers.
VERTEX ENERGY: Shareholders Vote in Favor of Asset Divestiture
--------------------------------------------------------------
Vertex Energy, Inc. announced that, based on a vote tally from the
special meeting of shareholders held on Sept. 28, 2021, Vertex
shareholders approved the proposed sale of its portfolio of used
motor oil collection and recycling assets to Safety-Kleen Systems,
Inc., a subsidiary of Clean Harbors, Inc. The transaction is
expected to close on the original terms and remains subject to
regulatory approval from the U.S. Federal Trade Commission,
together with customary closing conditions.
Approximately 99.9% of voting Vertex shareholders cast their votes
in favor of the asset divestiture, representing approximately 56.8%
of Vertex's outstanding common stock as of the record date for the
special shareholder meeting. The Company plans to file the results
of the special meeting, as tabulated by an independent inspector of
election, in a Current Report on Form 8-K with the U.S. Securities
and Exchange Commission.
"The shareholder vote reflects overwhelming support for our value
creation strategy," said Benjamin P. Cowart, president and CEO of
Vertex, who continued, "We appreciate the trust of our
shareholders, customers and partners, together with our dedicated
employees who remain committed to driving profitable growth during
this next phase of our evolution."
About Vertex Energy
Houston-based Vertex Energy, Inc. (NASDAQ: VTNR) is a specialty
refiner of alternative feedstocks and marketer of high-purity
petroleum products. Vertex is one of the largest processors of
used motor oil in the U.S., with operations located in Houston and
Port Arthur (TX), Marrero (LA) and Heartland (OH). Vertex also
co-owns a facility, Myrtle Grove, located on a 41-acre industrial
complex along the Gulf Coast in Belle Chasse, LA, with existing
hydro-processing and plant infrastructure assets, that include nine
million gallons of storage. The Company has built a reputation as
a key supplier of Group II+ and Group III Base Oils to the
lubricant manufacturing industry throughout North America.
Vertex Energy reported a net loss attributable to the company of
$12.04 million for the year ended Dec. 31, 2020, compared to a net
loss attributable to the company of $5.05 million for the year
ended Dec. 31, 2019. As of June 30, 2021, the Company had $135.11
million in total assets, $79.58 million in total liabilities,
$37.03 million in total temporary equity, and $18.50 million in
total equity.
VFH PARENT: Moody's Affirms Ba2 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family rating
and Ba3 senior secured term loan rating of VFH Parent LLC (Virtu).
Virtu's outlook is stable.
Affirmations:
Issuer: VFH Parent LLC
Corporate Family Rating, Affirmed Ba2
Backed Senior Secured 1st Lien Term Loan, Affirmed Ba3
Issuer rating, Affirmed Ba3
Outlook Actions:
Issuer: VFH Parent LLC
Outlook, Remains Stable
RATINGS RATIONALE
Virtu is a subsidiary and borrowing entity of Virtu Financial,
Inc., the entity that indirectly controls all of Virtu's major
operating subsidiaries.
The affirmation of Virtu's corporate family rating reflects its
management's purposeful execution and reduction in debt leverage
following two substantial acquisitions in the past four years --
namely the July 2017 acquisition of KCG Holdings and the March 2019
acquisition of Investment Technology Group, Inc. (ITG). The
successful integration of KCG Holdings and ITG has delivered cost
synergies and added scale and diversification of trading flows to
Virtu's wholesale market-making and execution businesses.
The affirmation of the Ba3 term loan and issuer ratings of Virtu
reflect its structural subordination to the regulated operating
subsidiaries of the group, where the preponderance of the group's
debt and debt-like obligations reside.
Virtu's enhanced capabilities allow the firm to benefit from
increasing demand for wholesale market-making from retail brokerage
firms experiencing higher volumes of retail trading activity.
Although Virtu used debt in these acquisitions it has also reduced
debt quickly. Since year-end 2019, acquisition debt related to the
ITG acquisition has been reduced by $325 million and
Moody's-adjusted debt/EBITDA for the trailing-12 months ended June
30, 2021 was a healthy 1.5x.
The ratings affirmations also reflects Virtu's strong performance
in 2021. In the first half of the year, it generated net income of
$518 million and Moody's-adjusted EBITDA of $737 million, with an
EBITDA margin of nearly 69%. This EBITDA margin was virtually
unchanged from the first half of 2020 - despite lower volumes,
volatility, and trading revenues so far this year during 2021.
Virtu Financial, Inc. maintains a policy of substantial capital
returns to its members and shareholders, with $164 million of
repurchases executed during the first half 0f 2021 and with $241
million remaining under its current authorization. Continued
shareholder distributions may limit the buildup of the Virtu's
modest tangible equity base, which would limit upward pressure on
its ratings even with continued strong underlying financial
performance.
While Virtu's financial performance has been strong, its revenues
and cash flows are subject to market cycles and the competitive
nature of electronic market making. Periods of high volumes and
volatility can produce strong profitability but also raise exposure
to risk management issues. Conversely, periods of low volumes
during less volatile markets can lead to lower profitability.
As a technology-driven wholesale market-maker in liquid
instruments, Virtu's business model results in a granular, rapidly
turning balance sheet. Nonetheless, this trading strategy also
entails substantial operational risk, and creates a reliance on
confidence-sensitive wholesale funding. Virtu is dependent on the
reliability, accuracy and performance of its trading platform to
evaluate and monitor the risks of its market-making activities and
rebalance positions throughout the trading day. To manage these
risks, Virtu uses a four-pronged approach - consisting of strategy
lockdowns, centralized strategy monitoring, aggregate exposure
monitoring and operational controls, and these techniques have been
effective to date.
The stable outlook reflects Moody's expectation of continued solid
earnings performance and vigilant risk management through the
market cycle balanced with shareholder-friendly financial
policies.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE
An increase in tangible equity producing a reduction in balance
sheet leverage
An increase in the diversification and durability of prime
brokerage and other sources of working capital financing
The effectiveness of Virtu's operational risk management practices
and its compliance, regulatory and competitive environment would
also be important considerations in considering Virtu for upgrade
FACTORS THAT COULD LEAD TO A DOWNGRADE
A large trading loss caused by a breakdown in Virtu's risk
management and controls
Another large acquisition resulting in a sizable further increase
in debt obligations without a concrete deleveraging plan
Regulatory or competitive changes that adversely affect Virtu's
business practices and weaken profitability
The principal methodology used in these ratings was Securities
Industry Market Makers Methodology published in November 2019.
VITALITY HEALTH: Updates Atrio's Claim; Confirmation Hearing Nov 12
-------------------------------------------------------------------
Vitality Health Plan of California, Inc., a California corporation,
submitted a Disclosure Statement for its Second Amended Chapter 11
Plan of Reorganization, as Modified, dated September 30, 2021.
The Bankruptcy has scheduled Nov. 12, 2021 as the hearing to
consider confirmation of the Plan. The voting deadline to accept
to reject the Plan; and objections to confirmation of the Plan must
be filed on or before October 29, 2021.
On or about Sept. 30, 2021, the Bankruptcy Court entered an order
approving this Disclosure Statement as containing adequate
information.
Atrio holds a secured super priority claim in the amount of
approximately $663,300, as of September 29, 2021, arising from the
DIP Financing provided by Atrio to the Debtor. This secured claim
consists of the following components: (i) $450,000 of DIP Financing
advanced to the Debtor; (ii) $23,300 of accrued interest; and (iii)
$190,000 of attorneys' fees incurred.
On Sept. 2, 2021, the Debtor conducted an auction pursuant to and
consistent with the Bid Procedures Order. The purchase price
provided in the CCA's Term Sheet represented the highest and best
offer received, and thus became the opening bid. ZAM, the only
other bidder that attended the auction, did not increase its bid.
Accordingly, based on the highest price, among other factors, the
Debtor declared CCA as the Successful Bidder.
The Plan is the result of an extensive process to obtain the best
result for the Debtor and its Creditors, through soliciting and
determining the highest and best offer to acquire the equity of the
Debtor through sponsorship and funding of a plan of reorganization.
Through an extensive marketing effort of the Debtor and the
occurrence of an auction process to attract and obtain the highest
or otherwise best price for the Debtor's business, the Sponsor
represents the best option for Creditors at this time.
In connection with CCA providing the Equity Investment to the
Estate in exchange for complete control and ownership over the
Reorganized Debtor, CCA also has agreed to pay a broker fee to
Maximus Acquisitions, LLC contingent on the Plan becoming effective
with CCA as Sponsor. Maximus has represented to CCA that no amount
of the fee will be paid, directly, or indirectly, to any insider,
including any director, officer, employee, or shareholder of the
Debtor or to any entity owned or controlled, in whole or in part,
by any director, employee, or shareholder of the Debtor.
Like in the prior iteration of the Plan, each holder of an Allowed
Class 3A General Unsecured Claim shall, in full and complete
satisfaction settlement, release, and discharge of its Allowed
Class 3A Claim, receive, free and clear of any claims, liens,
rights or security interests, a pro rata beneficial interest in and
distribution from the proceeds of the Creditor Trust, which right
to Distributions shall only arise if and when First Priority Claims
are paid in full.
A full-text copy of the Disclosure Statement dated September 30,
2021, is available at https://bit.ly/3otatXN from PacerMonitor.com
at no charge.
Counsel for Vitality Health Plan of California, Inc.:
Garrick A. Hollander, Esq.
Winthrop Golubow Hollander, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
Email: ghollander@wghlawyers.com
About Vitality Health Plan of California
Vitality Health Plan of California, Inc. --
https://www.vitalityhp.net/ -- is a health insurance company in
Cerritos, California.
Vitality Health Plan of California sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 20-21041) on Dec. 18, 2020. In the
petition signed by CEO Brian Barry, the Debtor was estimated to
have assets of $1 million to $10 million and liabilities of $10
million to $50 million.
Judge Julia W. Brand oversees the case.
The Debtor tapped Winthrop Golubow Hollander, LLP, led by Garrick
A. Hollander, Esq. as legal counsel, and Crowell & Moring, LLP as
special counsel. Stretto is the claims and noticing agent.
WEI SALES: Moody's Affirms B1 CFR & Alters Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of WEI Sales LLC
including its Corporate Family Rating at B1, its Probability of
Default Ratings at B1-PD, and its first lien term loan due 2025 at
B2. The outlook was revised to negative from stable.
Moody's outlook change to negative from stable reflects Moody's
concern that higher dairy, freight and labor costs are weakening
profit margins and that the company is facing volume declines and
weaker year over year gross margins in its packaged ice cream
segment as sales normalize from last year's elevated coronavirus
quarantine induced levels. The outlook change also reflects Moody's
concern that free cash flow will continue to be negative for the
next several years due to continued heavy capital spending for
capacity buildout and automation, as well as cash outlays for
shareholder distributions and equity-based management compensation
that Moody's views as aggressive. Returns on recent investments
have fallen short of expectations in part because of inflationary
cost pressures, and Moody's believes there is execution risk that
could limit the future returns on capital investments.
The negative outlook reflects Moody's expectations that the
company's operating profits will remain relatively flat in fiscal
2021 and fiscal 2022 and that free cash flows will remain negative
during this timeperiod. In addition, the negative outlook also
reflects Moody's expectation that debt to EBITDA will remain above
4.0x through fiscal 2022.
Moody's believes the company's plan for a $100 million add-on to
the first lien term loan reflects the continuing negative free cash
flow. The increase in debt will raise debt-to-EBITDA leverage to
4.5x from 4.1x as of July 3, 2021, but favorably will be used to
repay the company's $30 million first lien term loan due April 2023
(not rated) and enhance liquidity through higher cash and reduced
revolver reliance.
Moody's affirmed the ratings because improved liquidity provides
flexibility to fund the investments, and the company remains
focused on strategic initiatives with longer-term benefits. The
investments are targeted to improve growth prospects by expanding
capacity and product offerings, particularly in the novelty ice
cream market, and reduce costs and improve margins through actions
such as automation that will lower reliance on a tight labor
market.
The following ratings/assessments are affected by the action:
Ratings Affirmed:
Issuer: WEI Sales LLC
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Senior Secured Bank Credit Facility, Affirmed B2 (LGD4)
Outlook Actions:
Issuer: WEI Sales LLC
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
WEI's B1 CFR reflects its participation in the low growth and
highly competitive ice cream industry and modest scale relative to
the two global ice cream market leaders, Nestlé, and Unilever. The
company's credit profile also reflects high financial leverage with
debt to EBITDA of 4.5x as of last-twelve-months ending July 3,
2021, pro-forma for the $100 million first lien term loan add-on.
Leverage is elevated following several debt-financed acquisitions
and is not declining as much as expected as inflationary cost
pressures and a decline in packaged ice cream sales negatively
impact EBITDA. Revenue and earnings are growing more slowly than
the industry and Moody's projects debt-to-EBITDA leverage will
remain around 4x in the next 12 to 18 months. Additionally, WEI's
practice of distributing the bulk of operating cash flow less
capital expenditures to shareholders is aggressive and diminishes
financial flexibility. The company benefits from solid positions in
both private label and branded ice cream for novelty and packaged
ice cream products.
The coronavirus outbreak and the government measures put in place
to contain it continue to disrupt economies and credit markets
across sectors and regions. Although an economic recovery is
underway, it is tenuous, and its continuation will be closely tied
to containment of the virus. As a result, there is uncertainty
around Moody's forecasts. Moody's regard the coronavirus outbreak
as a social risk under its ESG framework, given the substantial
implications for public health and safety. Notwithstanding, WEI and
many other packaged food companies are likely to be more resilient
than companies in other sectors, although some volatility can be
expected through 2022 due to uncertain demand characteristics,
channel shifting, and the potential for supply chain disruptions
and difficult comparisons following these shifts.
Governance risk includes WEI's financial strategies, which Moody's
views as aggressive given its high financial leverage, history of
dividend distributions, negative free cash flow generation, and
focus on growth through acquisitions, which can lead to increased
debt and integration risks. Payouts on the company's multi-year
equity-based compensation will also contribute to negative free
cash flow over the next two years.
Environmental considerations are not material direct considerations
in the rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if the company consistently grows revenue
organically, investments translate into market share gains and
higher margins, and free cash flow sustainably improves to a
comfortably positive level. The company will also need to maintain
good liquidity. Debt to EBITDA would need to be sustained below
3.0x.
Ratings could be downgraded if WEI's market position erodes,
operating performance deteriorates, or if acquisitions and
investments fail to translate into meaningful earnings growth that
reduces leverage. Ratings could also be downgraded if liquidity
deteriorates, free cash flow does not improve after a period of
heavy growth investments, or if debt to EBITDA is sustained above
4.0x.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
Headquartered in Le Mars, Iowa, family-owned Wells Enterprises,
Inc. manufactures ice cream for sale to customers throughout the
United States. The company sells both branded products and private
label products. The company manufactures its products in five
facilities located in Iowa, New York and New Jersey, and Nevada,
providing it with national manufacturing capabilities. Annual sales
were $1.6 billion for the last-twelve-months ending July 3, 2021.
WRENCH GROUP: Morris-Jenkins Deal No Impact on Moody's B3 CFR
-------------------------------------------------------------
Moody's Investors Service announced that the Wrench Group LLC's
proposed acquisition of Morris-Jenkins is initially credit
negative. Wrench's B3 Corporate Family Rating and B3-PD Probability
of Default are unchanged. The outlook remains stable.
Financing for the transaction includes a combination of debt,
balance sheet cash, and seller equity. The company plans to finance
the transaction with a $200 million incremental first lien term
loan (rated B2) and $90 million of incremental second lien term
loan (unrated). Concurrent with the transaction, the company
intends to upsize their existing revolver (rated B2) to $75 million
from $45 million.
The purchase multiple and scale are greater than Wrench's
historical transactions, increasing leverage over a turn to mid 7x
pro forma for the acquisition. Though the transaction delays
de-leveraging expectations, Morris-Jenkins has a strong market
presence in heating, ventilation & air conditioning (HVAC) and
plumbing services in the fast-growing Charlotte metro area. The
acquisition provides a foundation in a market with affluent
customers and an opportunity to expand further in the region with
smaller acquisitions. Despite the incremental debt and interest
burden, Moody's expects Wrench to generate about $50 million of
free cash flow in 2022 or 5% free cash flow to debt.
Wrench Group's B3 Corporate Family Rating reflects the company's
high financial leverage, aggressive acquisition strategy, risks
inherent to financial sponsor ownership, and highly competitive
fragmented market environment.
The rating also reflects the non-discretionary nature of Wrench
Group's home repair services (primarily HVAC) providing steady
demand. The company has a track record of organic revenue growth
throughout the economic cycle, and an ability to de-lever post
acquisitions via earnings growth and free cash flow generation.
Wrench's organic and inorganic growth has increased its market
position in the home services space with stronger geographical and
customer diversification relative to smaller, local competitors.
The stable outlook reflects Moody's view the company will continue
to grow organically and de-lever through EBITDA improvement and
allocation of free cash flow.
Headquartered in Marietta, Georgia, Wrench Group LLC, through its
subsidiaries, operates as a provider of home repair services for
heating, ventilation and air conditioning, plumbing, water quality,
and electrical equipment to residential customers across several
major metropolitan areas in the US. Following the LBO in 2019, the
company is majority-owned by Leonard Green & Partners.
ZEP INC: Moody's Puts 'Caa1' CFR Under Review for Upgrade
---------------------------------------------------------
Moody's Investors Service placed the ratings of Zep, Inc. under
review for upgrade, including the company's Corporate Family Rating
of Caa1, the Probability of Default Rating of Caa1-PD, the first
lien senior secured credit facilities of B3 and the second lien
term loan of Caa3.
The rating action follows National Carwash Solutions' definitive
agreement to acquire Zep Vehicle Care from Zep, Inc. Terms of the
transaction were not disclosed and is subject to customary
regulatory approvals.
Moody's expects the sale of Zep Vehicle Care to result in
meaningful cash proceeds to Zep, Inc. The company's debt agreements
contain provisions that oblige it to apply 100% of net disposal
proceeds from asset disposals to pay down debt, excluding proceeds
that are reinvested within a 12-month period.
In the review, Moody's will focus on assessing (1) how Zep will
apply the net proceeds from the divestiture of Zep Vehicle Care
including for debt reduction and reinvestment, (2) the earnings,
growth prospects and cash flow generation from the retained
operations factoring in any stranded costs and the loss of earnings
from the divested Zep Vehicle Care business, as well as (3) the
company's financial policies including leverage and the mix of
first and second lien facilities in the capital structure following
any debt repayment.
The following ratings are affected by the action:
On Review for Upgrade:
Issuer: Zep Inc.
Corporate Family Rating, Placed on Review for Upgrade, currently
Caa1
Probability of Default Rating, Placed on Review for Upgrade,
currently Caa1-PD
Senior Secured First Lien Revolving Credit Facility, Placed on
Review for Upgrade, currently B3 (LGD3)
Senior Secured First Lien Term Loan, Placed on Review for Upgrade,
currently B3 (LGD3)
Senior Secured Second Lien Term Loan, Placed on Review for
Upgrade, currently Caa3 (LGD5)
Outlook Actions:
Issuer: Zep Inc.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
Zep's existing Caa1 CFR reflects its high debt-to-EBITDA of 9.0x
(Moody's adjusted) as of the LTM period ended May 31, 2021, small
scale, and exposure to volatile raw material costs. The company's
private equity ownership and aggressive financial policies also
constrain its credit profile. The company's ratings benefit from
good product, end market diversity, and long-term relationships
with top customers. Zep benefitted from an increase in sales of its
industrial disinfectant products at the onset of the coronavirus
pandemic. However, sales have recently begun to slow as its
industrial customers have reduced their orders. Free cash flow also
remains weak despite the strong product demand with drag from
investment in capacity expansion and working capital.
Zep is exposed to environmental risks since it produces hazardous
materials that utilize potentially toxic chemicals and petroleum
based inputs, as well as other raw materials, energy and water.
Investment is necessary to minimize such environmental risks and to
protect the labor force from adverse health effects. The company
has safety programs in place to protect the environment and the
workforce. Such actions increase costs and can reduce manufacturing
efficiency that reduce cash flow.
The coronavirus outbreak and the government measures put in place
to contain it continue to disrupt economies and credit markets
across sectors and regions. Although an economic recovery is
underway, it is tenuous, and its continuation will be closely tied
to containment of the virus. As a result, there is uncertainty
around Moody's forecasts. Moody's regard the coronavirus outbreak
as a social risk under its ESG framework, given the substantial
implications for public health and safety. Zep experienced increase
product demand because of the coronavirus but sales are vulnerable
to reductions as that elevated demand moderates.
Moody's views Zep's governance risk as high given its private
equity ownership by New Mountain Capital LLC. Moody's expects an
aggressive financial strategy that favors shareholders. Zep's board
of directors consists of representatives from its sponsors and
management team. Financial disclosures are also more limited than
for public companies.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Moody's could upgrade the ratings if the company is able to grow
revenue and earnings with stable margins, sustainably reduce its
debt-to-EBITDA (Moody's adjusted) below 7x, and maintain at least
adequate liquidity, including positive free cash flow generation.
Moody's could downgrade the ratings if operating performance or
liquidity deteriorates, the risk of a distressed exchange or other
default increases, or debt recovery prospects weaken.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
Headquartered in Atlanta, Georgia, Zep Inc. produces chemical based
products including cleaners, degreasers, deodorizers,
disinfectants, floor finishes and sanitizers, primarily for
business and industrial use. Revenue for the last twelve-month
period ending May 31, 2021 was $779 million. Zep is owned by
private equity firm New Mountain Capital, LLC. since 2015.
[*] Filings Declined in West Va. From January to August
-------------------------------------------------------
Matt Harvey of The State Journal reports that the bankruptcies are
trending down in West Virginia for the first eight months, January
to August of 2021.
West Virginia's bankruptcy filings were trending down anyway. Then
from June 2020 to June 2021, in the heart of the pandemic, those
numbers dropped even more.
Two veteran bankruptcy attorneys, Bill Pepper of Charleston and
Thomas Fluharty of Clarksburg, say COVID-19 relief measures,
including trillions of dollars in funding spread around nationally,
undoubtedly played a big role in limiting filings.
But whether that's likely to keep the numbers lower for a long
period, or result in a big climb in cases within the next couple of
years, is up for debate.
Pepper and Fluharty, West Virginia attorneys for over 40 years,
also spoke with The State Journal and WV News about how Viatris
closing the old Mylan pharmaceuticals plant in Morgantown and
laying off the workers there might impact the bankruptcy landscape;
and they gave some tips on how state residents can avoid
bankruptcy, but also mentioned when it’s better to file for the
federal relief.
'There is probably an increase in filings on the horizon'
West Virginia's Northern District bankruptcy case numbers generally
fell from 1,322 in 2016 all the way to 776 in the 12-month period
that ended last June 30, 2021. In the Southern West Virginia,
cases dropped from 1,942 in 2016 to 1,100 over that same period.
The big drop in the numbers over the past year comes up in "about 2
minutes" when bankruptcy attorneys meet, Pepper said.
Individuals who normally would file for typical Chapter 7
protection "have been given a substantial influx of money from the
government," he said.
"In other words, the extended unemployment, the new tax credit for
children. They're also protected from foreclosure and eviction,
and creditors are laying off and not being very zealous because
it's difficult to get to court because of the COVID restrictions,"
Pepper said.
"The process of making people pay debt has ground to a halt, as it
should," due to the crisis, he said. "So all that has combined to
take the pressure off, the pressures away, that typically cause
people to file bankruptcy."
Prior to the pandemic, bankruptcy filings for individuals were
down, Pepper said.
Part of that may be due to the state's population decline, he said.
And coal miners who lost their jobs are retired or living
unemployed.
"A lot of layoffs occurred a couple years ago, and I think a lot of
people filed then. And there haven't been as many -- this is
speculation on my part -- there [weren't] as many layoffs in '17
and '18 as there might have been previously."
Bankruptcy filings are down nationwide in 2021, to about 300,000
cases for the first eight months, Fluharty said. That would put
the United States on pace for about 450,000 bankruptcy filings,
substantially less than the average of about 783,000 per year from
2016 through 2019. Bankruptcy filings did drop precipitously in
2020, to 544,463.
Fluharty predicts the drop in filings is likely to level off soon
and start trending upward.
"There is probably an increase in filings on the horizon — I'm
not quite sure where that horizon is. I normally say sometime late
next year, 2022. Maybe sometime in 2023 you'll probably see filings
go back up," Fluharty said.
The federal government's $800 billion in payroll protection will
run out unless the government extends it again, Fluharty said.
"And so you have people in that curious situation where they're
actually making, perhaps, more money being laid off than they were
working, and that has protected some people. But I think that's
probably about to run out. And also, the moratorium on evictions
helped a lot of people, and those are running out. So I suspect
those numbers might start going the other way, but I'm not quite
certain when that is going to be," Fluharty said.
Business bankruptcies drop in W.Va. -- what's next?
Annual business bankruptcies also have dropped since 2016 in the
state's Northern and Southern districts. Where that trend goes next
also is hard to predict.
Fluharty sees problems in three sectors of the business industry:
Commercial office real estate; the national aviation industry; and
the hospitality industry. Businesses are reducing commercial real
estate holdings as more employees work from home, he indicated.
Airlines, meanwhile, "are going to lose a boatload of money in 2021
unless there are some large bailouts by the federal government,"
Fluharty said.
"... And hospitality — I mean business travel has gone to
nothing. You don’t need to travel to have a group meeting or even
hearings anymore. We routinely have either [Microsoft] Teams or one
of the other providers where you have a virtual meeting. ... There
are some jobs you have to travel with. If you have to go and see a
job site, obviously you have to travel. But if all you're going to
do is have a meeting, then you can do that virtually," Fluharty
said. "Even large seminars or fairly large seminars — the last
two or three I've attended have been virtual where normally I would
have either driven or flown to Chicago or some other place [like]
Charleston. We just have them virtually, [by] computer. And
everybody sits around in the golf shirts and blue jeans. You don't
go anywhere."
The status of businesses is hard to assess, Fluharty indicated, due
to the infusion of payroll protection money. Courts also have put
business evictions on the slow track, basically "mothballing" them,
he said.
That's "where the court just kind of says, 'OK, we're not going to
let you throw this company out of business, out of this building.
We're just going to slow this case down for a while, we'll see how
the economy develops,'" Fluharty said.
"And then banks have been much better — or at least some banks
— with working with people. And you have the Federal Reserve
doing both conventional and unconventional actions or policies.
Conventionally, they're trying to keep the Fed rate down to zero to
a quarter of a percent to let borrowing be more advantageous. And
also unconventionally they're buying corporate debt up and trying
to help people that way. And they're also making more loans,"
Fluharty said. "So, you have the Federal Reserve doing its part
trying to help out, you have the courts doing their part, you have
the corporations, banks — some banks — trying to help out. But
a lot of that is ending now. That depends on what the new strain of
COVID does, I suppose, on how the government reacts to it. But if
the subsidies run out and are not replaced, and the cash flow
starts to diminish, then you'll start seeing filings go back up."
Pepper also sees plenty of factors impacting business
bankruptcies.
"I spoke about an hour ago with a potential Chapter 11 client, and
he got a $900,000 [paycheck protection] loan. Earlier in the year,
small companies came in locally. They were in the [$350,000 range].
There's some companies — I guess it successfully kept them out of
bankruptcy because they got massive PPP loans," Pepper said. "Now
a lot of them are getting forgiven; I'm sure some won't be. The big
question is, are we just kicking the can down the road and there's
just going to be an explosion of bankruptcy in 2022 and thereafter?
Or have these payments and this flow of money cured the problem? I
don't know the answer to that."
Carbide departure left 'gaping hole.' What about Mylan?
The decision by Viatris to shutter the old Mylan pharmaceutical
plant in Morgantown reminded Pepper of when Union Carbide left the
Kanawha Valley years ago.
"It left a gaping hole that never has been filled. I don't do a
lot of Northern District work, so I'm not sure. But I have to
think that a large number of those folks are going to end up filing
bankruptcy once some of the money runs out. It's sad that that
happened. It really is," he said.
Fluharty said the full impact of Viatris's shutdown will depend on
whether there are enough jobs to absorb the influx of the
approximately 1,400 employees who were laid off. And if not?
"A lot of people who worked there received nice severance packages,
and that will keep them afloat for maybe a year. Some people
received around a year's income or thereabouts," Fluharty said.
"So I don't see that being an immediate problem because they'll
have that cash. What you'll see is, if there is a problem with
absorbing those jobs, these people into the marketplace, then
sometime in the next year filings in the North Central area will
probably start going up."
In the Southern District of West Virginia, Pepper isn't "aware of
any cataclysmic potential down here now. The coal mines have all
[gone out], the Carbide's gone. Hospitals are booming and hiring
people. I'm not aware of any scuttlebutt about any huge employer
going belly up like you just mentioned with Mylan."
In Northern West Virginia, some "leisure-related businesses" have
reached out to Fluharty and other lawyers "about 'what if?' ...
‘What if there's no Payroll Protection Program extension? There's
no unemployment extension? So on and so forth. The leisure
industries are going to be hit pretty hard, I think."
'Set up a budget and solidify a budget'
Bankruptcy factors continue to be the same, according to Fluharty
and Pepper.
Medical costs are at the top of the list, although both longtime
lawyers said the Affordable Care Act has helped limit that
recently.
Divorces are another factor driving bankruptcies, as are layoffs.
Sometimes it can be failure of a "mom-and-pop" business "that draws
the individuals down with them," Pepper said. Or it can be the
drain from a child's problem, such as with drug addiction.
Fluharty strongly suggests basic financial planning.
"People don't budget. They have this idea sometimes, 'Well, yeah, I
can afford this.' Well, have you sat down and figured out what
your income and expenses are, what expenses you're going to have in
the future? People need to have, if nothing else, a $1,000
emergency fund set aside somewhere, just in case," Fluharty said.
"And then they need to work on having a 90-day or 180-day fund in
case they lose their job. And then if they have unsecured debt, I
tell people, list them from the lowest amount to the highest amount
and pay off the lowest ones first, because that gives you a sense
of accomplishing something. If you can, get rid of a couple $400
or $500 credit card bills -- pay it off, cut up the card, cancel
the account, whatever you can do."
"Then as you pay those off, use that money to work on the larger
ones if you can. And then ultimately, start trying to get your
house paid off. I tell people, if at all possible, you really need
to have your house paid off before you retire, really probably a
few years before you retire, because you need to go into retirement
with a sense of, 'Can I live on what my retirement's going to be?'
Social Security is supposed to replace about 40% of your disposable
income. Sometimes it will, sometimes it won't."
"You have to have 40 eligible quarters, and Social Security's based
on your 35 highest years of income, and if your income was low some
years, then you won't get as much Social Security benefit. You need
to have a retirement benefit, have something set up over and above
that.
"I see people from all walks of life, from the local janitor to the
local physician, who don't have any type of retirement. They never
planned to retire. But you need to, and about three years before
you retire, you need to figure out what your retirement income is
going to be, and then you need to start trying to live on that, and
just see if you can. And if you can't live on that, don’t retire.
Work until you're 70. From 66 up to 70, your Social Security goes
up by about 8% per year. If you were supposed to receive $2,000 a
month of security, then another 32% gives you $2,600. And depending
on what your job is, if you can work until you're 70, then that's
what you need to do. But importantly ... set up a budget and
solidify a budget."
People are consumer-oriented and are quick to make purchases,
according to Pepper.
"Even if they can currently afford it, they don't think about the
possibility of them not being able to afford it. They assume that
everything is going to be fine. They have good intentions to pay
for that four-wheeler, that camper," Pepper said. "But when their
hours get cut, or the wife gets sick and can't work, or the opioid
son gets in trouble, quits working, or there's a divorce, all of
the sudden they can't pay for it. So I don’t think people should
spend every available dollar that they can borrow, and I don’t
think they should buy every single thing that they qualified for.
"They should be more conservative and assume that something bad
could come around the corner. That doesn't mean you just don't buy
anything. Think long and hard about whether you know for sure that
in the next five years you can pay for this item that you're
getting ready to buy. There are so many people that come in loaded
up with campers and four-wheelers and timeshares, which — don't
get me started on that — that's a total waste of money.
"When everything is good, they can pay for it, but they're
stretched to the limit, and the slightest little bump in the road,
then it all falls apart. So give yourself some leeway; don't buy
everything just because you can. And don't count on the creditor to
tell you that you can't afford it. These creditors will offer you a
camper, a four-wheeler, a $10,000 bedroom suite or whatever.
They've concluded you can afford it. Well, don't rely on them. Make
your own decision. They want to sell it to you."
When good intentions become bad outcomes
Pepper has been representing debtors throughout his career. He said
most don't want to file bankruptcy.
"They're embarrassed. They're ashamed. They would rather pay their
bills, so they wait until the last minute [to file]. They take
their retirement and spend every dime of that on bills. They'll
borrow against their retirement to pay bills. They'll borrow
against their house, get a second mortgage to pay bills," Pepper
said.
"All of that is a mistake. They have good intentions. They want to
avoid bankruptcy. They want to pay their debts. But you need to
get to the lawyer before you make things worse. And you make
things worse when you use your retirement, borrow against your
house or incur debt to try to pay off debt. Moving credit cards
around is not good. So go to the lawyer early," he said.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
1847 GOEDEKER GOED US 357.1 198.6 15.5
ACCELERATE DIAGN AXDX US 94.0 (69.8) 74.4
ACCELERATE DIAGN 1A8 GR 94.0 (69.8) 74.4
ACCELERATE DIAGN AXDX* MM 94.0 (69.8) 74.4
ACCELERATE DIAGN 1A8 TH 94.0 (69.8) 74.4
ACCELERATE DIAGN 1A8 QT 94.0 (69.8) 74.4
ADAMAS PHARMACEU ADMSEUR EU 150.6 (4.0) 93.8
ADAMAS PHARMACEU 136 TH 150.6 (4.0) 93.8
ADAMAS PHARMACEU ADMS US 150.6 (4.0) 93.8
ADAMAS PHARMACEU 136 GR 150.6 (4.0) 93.8
AEMETIS INC DW51 GR 143.3 (124.0) (43.9)
AEMETIS INC AMTX US 143.3 (124.0) (43.9)
AEMETIS INC AMTXGEUR EU 143.3 (124.0) (43.9)
AEMETIS INC AMTXGEUR EZ 143.3 (124.0) (43.9)
AEMETIS INC DW51 GZ 143.3 (124.0) (43.9)
AEMETIS INC DW51 TH 143.3 (124.0) (43.9)
AEMETIS INC DW51 QT 143.3 (124.0) (43.9)
AERIE PHARMACEUT AERI US 355.5 (39.6) 180.9
AERIE PHARMACEUT 0P0 TH 355.5 (39.6) 180.9
AERIE PHARMACEUT 0P0 QT 355.5 (39.6) 180.9
AERIE PHARMACEUT 0P0 GZ 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 AGEN US 192.3 (237.5) (75.9)
AGENUS INC AJ81 GR 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)
AGENUS INC AGENEUR EZ 192.3 (237.5) (75.9)
AGENUS INC AJ81 TH 192.3 (237.5) (75.9)
AGENUS INC AGENEUR EU 192.3 (237.5) (75.9)
AGENUS INC AJ81 QT 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 1.0 (2.0) (0.5)
ALPHA PARTNERS T APTM US 1.0 (2.0) (0.5)
ALTICE USA INC-A 15PA GZ 33,532.0 (1,349.0) (2,294.7)
ALTICE USA INC-A ATUS US 33,532.0 (1,349.0) (2,294.7)
ALTICE USA INC-A 15PA TH 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 ATUSEUR EU 33,532.0 (1,349.0) (2,294.7)
ALTICE USA INC-A ATUS* MM 33,532.0 (1,349.0) (2,294.7)
AMC ENTERTAINMEN AMC US 11,329.1 (1,404.7) 453.9
AMC ENTERTAINMEN AMC4EUR EU 11,329.1 (1,404.7) 453.9
AMC ENTERTAINMEN AMC* MM 11,329.1 (1,404.7) 453.9
AMC ENTERTAINMEN AH9 GR 11,329.1 (1,404.7) 453.9
AMC ENTERTAINMEN AH9 TH 11,329.1 (1,404.7) 453.9
AMC ENTERTAINMEN AH9 QT 11,329.1 (1,404.7) 453.9
AMC ENTERTAINMEN AH9 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 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 AAL US 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 A1G TH 72,464.0 (7,667.0) 1,126.0
AMERICAN AIRLINE AAL11EUR EZ 72,464.0 (7,667.0) 1,126.0
AMERICAN AIRLINE A1G QT 72,464.0 (7,667.0) 1,126.0
AMERICAN AIRLINE AAL-RM RM 72,464.0 (7,667.0) 1,126.0
AMPLIFY ENERGY C 2OQ TH 395.3 (87.4) (55.3)
AMPLIFY ENERGY C MPO2EUR EU 395.3 (87.4) (55.3)
AMPLIFY ENERGY C AMPY US 395.3 (87.4) (55.3)
AMPLIFY ENERGY C 2OQ GR 395.3 (87.4) (55.3)
AMPLIFY ENERGY C 2OQ GZ 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 EZ 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 3A01 GZ 445.8 (82.5) 254.4
AMYRIS INC AMRS* MM 445.8 (82.5) 254.4
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 AHD GR 4,058.0 (54.2) -
ASHFORD HOSPITAL AHT US 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 0.0 (1.6) (1.6)
ATLAS TECHNICAL ATCX US 414.6 (143.1) 107.5
AUGMEDIX INC AUGX US 23.0 (4.7) 11.0
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 14,516.2 (1,797.5) (954.5)
AUTOZONE INC AZ5 GR 14,516.2 (1,797.5) (954.5)
AUTOZONE INC AZ5 TH 14,516.2 (1,797.5) (954.5)
AUTOZONE INC AZ5 GZ 14,516.2 (1,797.5) (954.5)
AUTOZONE INC AZOEUR EZ 14,516.2 (1,797.5) (954.5)
AUTOZONE INC AZO AV 14,516.2 (1,797.5) (954.5)
AUTOZONE INC AZ5 TE 14,516.2 (1,797.5) (954.5)
AUTOZONE INC AZO* MM 14,516.2 (1,797.5) (954.5)
AUTOZONE INC AZOEUR EU 14,516.2 (1,797.5) (954.5)
AUTOZONE INC AZ5 QT 14,516.2 (1,797.5) (954.5)
AUTOZONE INC-BDR AZOI34 BZ 14,516.2 (1,797.5) (954.5)
AVID TECHNOLOGY AVID US 256.7 (129.7) (6.5)
AVID TECHNOLOGY AVD GR 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 BWEUR EU 665.1 (15.7) 223.3
BABCOCK & WILCOX UBW1 GR 665.1 (15.7) 223.3
BABCOCK & WILCOX BW US 665.1 (15.7) 223.3
BATH & BODY WORK LTD0 GR 10,392.0 (1,188.0) 1,889.0
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 BBWI AV 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 LBEUR EU 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 CN 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO BHC US 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO BVF GR 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO BVF GZ 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO VRX1EUR EZ 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO BVF TH 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO BVF QT 30,042.0 (611.0) (67.0)
BAUSCH HEALTH CO VRX1EUR EU 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)
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 BRBR1EUR EU 685.4 (100.1) 107.5
BELLRING BRAND-A BR6 GZ 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 SW 277.3 (106.1) 150.2
BIOCRYST PHARM BCRX* MM 277.3 (106.1) 150.2
BIOCRYST PHARM BCRXEUR EZ 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
BIOHAVEN PHARMAC BHVN US 845.9 (396.6) 267.4
BIOHAVEN PHARMAC BHVNEUR EU 845.9 (396.6) 267.4
BIOHAVEN PHARMAC 2VN GR 845.9 (396.6) 267.4
BIOHAVEN PHARMAC 2VN TH 845.9 (396.6) 267.4
BLUE BIRD CORP 4RB GR 362.9 (46.8) (10.0)
BLUE BIRD CORP 4RB GZ 362.9 (46.8) (10.0)
BLUE BIRD CORP BLBDEUR EU 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 BA PE 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 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 BA CI 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 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 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 BAUSD SW 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 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 BKJ GR 2,274.9 (303.3) (364.4)
BRINKER INTL EAT US 2,274.9 (303.3) (364.4)
BRINKER INTL EAT2EUR EZ 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 BKJ TH 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 2ZC GR 101.6 (5.1) 10.1
CADIZ INC CDZIEUR EU 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
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) -
CINEPLEX INC CGX CN 2,156.2 (168.3) (319.0)
CINEPLEX INC CX0 GR 2,156.2 (168.3) (319.0)
CINEPLEX INC CPXGF US 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)
CLEARWATER AN-A CWAN US - - -
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 C6O QT 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 GZ 572.2 (207.0) 122.5
COEPTIS THERAPEU COEP US 0.2 (0.6) (0.6)
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 CG5 GR 15,528.0 (1,118.0) 1,184.0
COMMUNITY HEALTH CYH US 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 0.8 (0.0) (0.7)
CORSAIR PARTNERI CORS/U US 0.8 (0.0) (0.7)
CPI CARD GROUP I PMTSEUR EU 248.4 (129.3) 81.7
CPI CARD GROUP I PMTS US 248.4 (129.3) 81.7
CPI CARD GROUP I CPB1 GR 248.4 (129.3) 81.7
CRUCIAL INNOVATI CINV US - (0.0) (0.0)
DA32 LIFE SCIE-A DALS US 0.5 (0.0) (0.3)
DELEK LOGISTICS DKL US 935.5 (107.8) (44.4)
DENNY'S CORP DENN US 418.3 (99.4) (39.2)
DENNY'S CORP DENNEUR EU 418.3 (99.4) (39.2)
DENNY'S CORP DE8 GR 418.3 (99.4) (39.2)
DENNY'S CORP DE8 TH 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 GR 3,535.1 (842.6) 225.0
DIEBOLD NIXDORF DBD US 3,535.1 (842.6) 225.0
DIEBOLD NIXDORF DBD SW 3,535.1 (842.6) 225.0
DIEBOLD NIXDORF DBDEUR EZ 3,535.1 (842.6) 225.0
DIEBOLD NIXDORF DBDEUR EU 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 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 TH 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 DPZEUR EU 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 QT 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 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 DBX US 3,328.1 (94.8) 942.3
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 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 ESPR US 280.5 (304.3) 192.5
ESPERION THERAPE 0ET SW 280.5 (304.3) 192.5
ESPERION THERAPE ESPREUR EZ 280.5 (304.3) 192.5
ESPERION THERAPE 0ET QT 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 GZ 280.5 (304.3) 192.5
EXPRESS INC EXPR US 1,250.4 (23.5) (135.9)
EXPRESS INC 02Z TH 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 0.6 (0.1) (0.6)
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
FLEXION THERAPEU FLXNEUR EZ 210.0 (56.2) 144.2
FOBI AI INC FOBI CN 3.3 2.2 1.9
GALERA THERAPEUT GRTX US 115.3 (25.5) 92.0
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 GDDY* MM 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 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 G0G TH 352.0 (577.3) 0.3
GOGO INC GOGOEUR EU 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 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 EAF US 1,397.1 (176.6) 388.9
GRAFTECH INTERNA G6G GR 1,397.1 (176.6) 388.9
GRAFTECH INTERNA G6G TH 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 EAFEUR EZ 1,397.1 (176.6) 388.9
GRAFTECH INTERNA G6G GZ 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 GZ 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
HEWLETT-CEDEAR HPQC AR 35,523.0 (3,942.0) (7,064.0)
HEWLETT-CEDEAR HPQD 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 EU 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HLT* MM 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HI91 TH 15,090.0 (1,416.0) (400.0)
HILTON WORLDWIDE HI91 GR 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 HI91 GZ 15,090.0 (1,416.0) (400.0)
HORIZON GLOBAL HZN1EUR EU 479.4 (22.5) 108.1
HORIZON GLOBAL HZN US 479.4 (22.5) 108.1
HORIZON GLOBAL 2H6 GR 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* MM 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 CI 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 HPQEUR EZ 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 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 HPQ-RM RM 35,523.0 (3,942.0) (7,064.0)
HYRECAR INC HYRE US 27.6 12.7 12.6
HYRECAR INC 8HY GR 27.6 12.7 12.6
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 8HY GZ 27.6 12.7 12.6
IMMUNITYBIO INC NK1EUR EU 246.3 (158.6) 39.3
IMMUNITYBIO INC 26CA GZ 246.3 (158.6) 39.3
IMMUNITYBIO INC NK1EUR EZ 246.3 (158.6) 39.3
IMMUNITYBIO INC 26CA TH 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 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 INO TH 224.7 (8.9) 63.7
INSEEGO CORP INO QT 224.7 (8.9) 63.7
INSEEGO CORP INSGEUR EZ 224.7 (8.9) 63.7
INSEEGO CORP INSG US 224.7 (8.9) 63.7
INSEEGO CORP INO GR 224.7 (8.9) 63.7
INSEEGO CORP INSGEUR EU 224.7 (8.9) 63.7
INSEEGO CORP INO GZ 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 I4P TH 523.2 (203.2) 347.8
INTERCEPT PHARMA ICPT* MM 523.2 (203.2) 347.8
INTERCEPT PHARMA ICPT US 523.2 (203.2) 347.8
INTERCEPT PHARMA I4P GR 523.2 (203.2) 347.8
INTERCEPT PHARMA I4P GZ 523.2 (203.2) 347.8
IWEB INC IWBB US 0.0 (0.2) (0.2)
J. JILL INC JILL US 469.5 (60.9) (13.8)
J. JILL INC JILLEUR EU 469.5 (60.9) (13.8)
J. JILL INC 1MJ1 GZ 469.5 (60.9) (13.8)
JACK IN THE BOX JACK US 1,787.5 (811.6) (136.4)
JACK IN THE BOX JBX GR 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)
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)
KALTURA INC KLTR US 112.1 (107.3) (36.0)
KARYOPHARM THERA KPTI US 286.6 (83.1) 215.4
KARYOPHARM THERA 25K TH 286.6 (83.1) 215.4
KARYOPHARM THERA 25K SW 286.6 (83.1) 215.4
KARYOPHARM THERA 25K QT 286.6 (83.1) 215.4
KARYOPHARM THERA 25K GR 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
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 LPI1EUR EU 1,786.8 (154.3) (186.9)
LAREDO PETROLEUM 8LP1 QT 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 GZ 284.8 (482.7) (76.5)
LEGALZOOMCOM INC LZEUR EU 284.8 (482.7) (76.5)
LEGALZOOMCOM INC 1LZ TH 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 LII* MM 2,204.7 (213.3) 202.6
LENNOX INTL INC LXI TH 2,204.7 (213.3) 202.6
LENNOX INTL INC LII1EUR EU 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 3LN SW 12,245.7 (328.8) 258.0
LIVE NATION ENTE 3LN TH 12,245.7 (328.8) 258.0
LIVE NATION ENTE 3LN QT 12,245.7 (328.8) 258.0
LIVE NATION ENTE LYVEUR EU 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 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 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 TH 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 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 TE 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 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 MNKDEUR EU 252.8 (183.6) 119.5
MANNKIND CORP NNFN QT 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 MTCH1* MM 4,433.9 (133.8) 56.5
MATCH GROUP INC 4MGN TH 4,433.9 (133.8) 56.5
MATCH GROUP INC 4MGN QT 4,433.9 (133.8) 56.5
MATCH GROUP INC 4MGN GR 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 MBJ TH 5,252.0 (23.0) -
MBIA INC MBI US 5,252.0 (23.0) -
MBIA INC MBJ GR 5,252.0 (23.0) -
MBIA INC MBI1EUR EU 5,252.0 (23.0) -
MBIA INC MBI1EUR EZ 5,252.0 (23.0) -
MBIA INC MBJ QT 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 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 MDO TH 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MCD CI 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 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 SW 51,893.1 (5,808.0) 1,766.4
MCDONALDS CORP MDO QT 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* MM 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK GR 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK US 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK TH 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK GZ 62,894.0 (38.0) (485.0)
MCKESSON CORP MCK1EUR EZ 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-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 9M1N TH 4,473.0 (168.2) (18.4)
MONEYGRAM INTERN MGIEUR EU 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)
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 EU 11,131.0 (344.0) 1,476.0
MOTOROLA SOLUTIO MTLA GZ 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
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 SW 4,791.1 (367.8) 1,607.9
MSCI INC 3HM QT 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 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
NATIONAL CINEMED NCMI US 851.0 (349.0) 122.1
NATIONAL CINEMED XWM GR 851.0 (349.0) 122.1
NATIONAL CINEMED NCMIEUR EU 851.0 (349.0) 122.1
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 737 TH 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 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 SYM SW 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I SYMCEUR EZ 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I NLOK* MM 6,565.0 (497.0) (435.0)
NORTONLIFELOCK I SYM QT 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 GZ 2,277.5 (1,012.0) 634.4
NUTANIX INC - A NTNXEUR EZ 2,277.5 (1,012.0) 634.4
NUTANIX INC - A 0NU GR 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 TH 2,277.5 (1,012.0) 634.4
NUTANIX INC - A 0NU QT 2,277.5 (1,012.0) 634.4
NUTANIX INC - A NTNX US 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 0.0 (0.4) (0.4)
OPTINOSE INC OPTN US 139.5 (37.1) 85.8
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 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 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 ORCL CI 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 ORC GZ 122,924.0 (1,130.0) 24,046.0
ORACLE CORP ORCLEUR EZ 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 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 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 OGN* MM 10,908.0 (1,934.0) 936.0
ORGANON & CO 7XP GR 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 4PG GZ 10,857.0 (3,254.0) (35.0)
OTIS WORLDWI OTISEUR EU 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 GR 855.7 (141.1) (54.2)
PAPA JOHN'S INTL PZZA US 855.7 (141.1) (54.2)
PAPA JOHN'S INTL PZZAEUR EU 855.7 (141.1) (54.2)
PAPA JOHN'S INTL PP1 GZ 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)
PAPA JOHN'S INTL PZZAEUR EZ 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 PMOR AV 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 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 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 EZ 1,899.6 (679.4) 446.2
PLANET FITNESS-A 3PL QT 1,899.6 (679.4) 446.2
PLANET FITNESS-A PLNT1EUR EU 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 QT 1,434.1 35.3 324.9
QUALTRICS INT-A 5DX0 GR 1,434.1 35.3 324.9
QUALTRICS INT-A 5DX0 GZ 1,434.1 35.3 324.9
QUALTRICS INT-A XM1EUR EU 1,434.1 35.3 324.9
QUALTRICS INT-A 5DX0 TH 1,434.1 35.3 324.9
QUANTUM CORP QNT2 GR 178.2 (112.9) (12.6)
QUANTUM CORP QMCO US 178.2 (112.9) (12.6)
QUANTUM CORP QTM1EUR EU 178.2 (112.9) (12.6)
QUANTUM CORP QNT2 TH 178.2 (112.9) (12.6)
RADIUS HEALTH IN RDUS US 192.9 (227.1) 102.8
RADIUS HEALTH IN RDUSEUR EZ 192.9 (227.1) 102.8
RADIUS HEALTH IN 1R8 TH 192.9 (227.1) 102.8
RADIUS HEALTH IN RDUSEUR EU 192.9 (227.1) 102.8
RADIUS HEALTH IN 1R8 QT 192.9 (227.1) 102.8
RADIUS HEALTH IN 1R8 GR 192.9 (227.1) 102.8
RAPID7 INC R7D SW 1,240.3 (95.4) 343.6
RAPID7 INC RPDEUR EU 1,240.3 (95.4) 343.6
RAPID7 INC R7D TH 1,240.3 (95.4) 343.6
RAPID7 INC RPD US 1,240.3 (95.4) 343.6
RAPID7 INC R7D GR 1,240.3 (95.4) 343.6
RAPID7 INC RPD* MM 1,240.3 (95.4) 343.6
RAPID7 INC R7D GZ 1,240.3 (95.4) 343.6
REVLON INC-A REV US 2,418.8 (2,020.0) 269.8
REVLON INC-A RVL1 GR 2,418.8 (2,020.0) 269.8
REVLON INC-A RVL1 TH 2,418.8 (2,020.0) 269.8
REVLON INC-A REVEUR EU 2,418.8 (2,020.0) 269.8
REVLON INC-A REV* MM 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 RRDEUR EU 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 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 RHPEUR EU 3,552.3 (25.8) (9.9)
RYMAN HOSPITALIT 4RH TH 3,552.3 (25.8) (9.9)
RYMAN HOSPITALIT 4RH QT 3,552.3 (25.8) (9.9)
RYMAN HOSPITALIT RHPEUR EZ 3,552.3 (25.8) (9.9)
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 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 19S GZ 5,608.4 (159.8) 939.4
SBA COMM CORP 4SB GR 9,960.3 (4,824.6) (143.8)
SBA COMM CORP SBAC US 9,960.3 (4,824.6) (143.8)
SBA COMM CORP 4SB TH 9,960.3 (4,824.6) (143.8)
SBA COMM CORP 4SB GZ 9,960.3 (4,824.6) (143.8)
SBA COMM CORP SBACEUR EZ 9,960.3 (4,824.6) (143.8)
SBA COMM CORP SBAC* MM 9,960.3 (4,824.6) (143.8)
SBA COMM CORP SBACEUR EU 9,960.3 (4,824.6) (143.8)
SBA COMM CORP 4SB QT 9,960.3 (4,824.6) (143.8)
SBA COMMUN - BDR S1BA34 BZ 9,960.3 (4,824.6) (143.8)
SCIENTIFIC GAMES TJW TH 7,762.0 (2,370.0) 1,237.0
SCIENTIFIC GAMES TJW GZ 7,762.0 (2,370.0) 1,237.0
SCIENTIFIC GAMES SGMS US 7,762.0 (2,370.0) 1,237.0
SCIENTIFIC GAMES TJW GR 7,762.0 (2,370.0) 1,237.0
SCIENTIFIC GAMES SGMS1EUR EU 7,762.0 (2,370.0) 1,237.0
SCIENTIFIC GAMES TJW QT 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
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 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
SINCLAIR BROAD-A SBGIEUR EZ 12,780.0 (1,362.0) 1,621.0
SINCLAIR BROAD-A SBTA QT 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 EU 11,201.0 (2,515.0) (1,808.0)
SIRIUS XM HOLDIN RDO GZ 11,201.0 (2,515.0) (1,808.0)
SIRIUS XM HOLDIN SIRI AV 11,201.0 (2,515.0) (1,808.0)
SIRIUS XM HOLDIN SIRIEUR EZ 11,201.0 (2,515.0) (1,808.0)
SIRIUS XM HOLDIN RDO QT 11,201.0 (2,515.0) (1,808.0)
SIX FLAGS ENTERT 6FE GR 2,928.4 (617.2) (115.4)
SIX FLAGS ENTERT SIXEUR EU 2,928.4 (617.2) (115.4)
SIX FLAGS ENTERT SIX US 2,928.4 (617.2) (115.4)
SIX FLAGS ENTERT 6FE QT 2,928.4 (617.2) (115.4)
SIX FLAGS ENTERT 6FE TH 2,928.4 (617.2) (115.4)
SKYWATER TECHNOL SKYT US 318.8 95.5 63.8
SLEEP NUMBER COR SNBR US 854.5 (403.7) (659.1)
SLEEP NUMBER COR SL2 GR 854.5 (403.7) (659.1)
SLEEP NUMBER COR SNBREUR EU 854.5 (403.7) (659.1)
SLEEP NUMBER COR SL2 TH 854.5 (403.7) (659.1)
SLEEP NUMBER COR SL2 QT 854.5 (403.7) (659.1)
SLEEP NUMBER COR SL2 GZ 854.5 (403.7) (659.1)
SOFTCHOICE CORP SFTC CN 558.3 49.7 (64.1)
SOFTCHOICE CORP 90Q GR 558.3 49.7 (64.1)
SOFTCHOICE CORP SFTCEUR EU 558.3 49.7 (64.1)
SOFTCHOICE CORP 90Q GZ 558.3 49.7 (64.1)
SOUTHWESTRN ENGY SW5 TH 5,394.0 (18.0) (1,351.0)
SOUTHWESTRN ENGY SW5 GR 5,394.0 (18.0) (1,351.0)
SOUTHWESTRN ENGY SWN US 5,394.0 (18.0) (1,351.0)
SOUTHWESTRN ENGY SWN1EUR EZ 5,394.0 (18.0) (1,351.0)
SOUTHWESTRN ENGY SW5 QT 5,394.0 (18.0) (1,351.0)
SOUTHWESTRN ENGY SWN1EUR EU 5,394.0 (18.0) (1,351.0)
SOUTHWESTRN ENGY SW5 GZ 5,394.0 (18.0) (1,351.0)
SOUTHWESTRN ENGY SWN-RM RM 5,394.0 (18.0) (1,351.0)
SQUARESPACE -BDR S2QS34 BZ 867.2 (38.2) (77.3)
SQUARESPACE IN-A SQSP US 867.2 (38.2) (77.3)
SQUARESPACE IN-A 8DT GZ 867.2 (38.2) (77.3)
SQUARESPACE IN-A 8DT GR 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 SBUX CI 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SRB GZ 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUX AV 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUXEUR EU 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUX TE 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUX IM 29,476.8 (6,794.3) 131.9
STARBUCKS CORP USSBUX KZ 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 SBUXUSD SW 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUX US 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUX PE 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUX SW 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SRB QT 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUX-RM RM 29,476.8 (6,794.3) 131.9
STARBUCKS CORP SBUXCL CI 29,476.8 (6,794.3) 131.9
STARBUCKS-BDR SBUB34 BZ 29,476.8 (6,794.3) 131.9
STARBUCKS-CEDEAR SBUXD AR 29,476.8 (6,794.3) 131.9
STARBUCKS-CEDEAR SBUX AR 29,476.8 (6,794.3) 131.9
SWITCHBACK II CO SWBK/U US 317.3 287.3 0.5
SWITCHBACK II-A SWBK US 317.3 287.3 0.5
TASTEMAKER ACQ-A TMKR US 279.7 252.5 0.8
TASTEMAKER ACQUI TMKRU US 279.7 252.5 0.8
THUNDER BRIDGE C TBCPU US 415.0 389.1 (10.4)
THUNDER BRIDGE C THCPU US 0.4 (0.0) (0.4)
THUNDER BRIDGE-A TBCP US 415.0 389.1 (10.4)
THUNDER BRIDGE-A THCP US 0.4 (0.0) (0.4)
TORRID HOLDINGS CURV US 662.5 (157.6) 30.6
TPB ACQUISITIN I TPBAU US 0.8 (0.0) (0.7)
TRANSAT A.T. TRZ CN 1,928.5 (191.2) 150.9
TRANSDIGM - BDR T1DG34 BZ 19,089.0 (3,132.0) 5,087.0
TRANSDIGM GROUP TDG US 19,089.0 (3,132.0) 5,087.0
TRANSDIGM GROUP T7D GR 19,089.0 (3,132.0) 5,087.0
TRANSDIGM GROUP TDG* MM 19,089.0 (3,132.0) 5,087.0
TRANSDIGM GROUP T7D TH 19,089.0 (3,132.0) 5,087.0
TRANSDIGM GROUP TDGEUR EZ 19,089.0 (3,132.0) 5,087.0
TRANSDIGM GROUP TDGEUR EU 19,089.0 (3,132.0) 5,087.0
TRANSDIGM GROUP T7D QT 19,089.0 (3,132.0) 5,087.0
TRANSPHORM INC TGAN US 14.0 (31.0) (6.1)
TRAVEL + LEISURE TNL US 6,639.0 (918.0) 653.0
TRAVEL + LEISURE WD5A GR 6,639.0 (918.0) 653.0
TRAVEL + LEISURE WD5A TH 6,639.0 (918.0) 653.0
TRAVEL + LEISURE 0M1K LI 6,639.0 (918.0) 653.0
TRAVEL + LEISURE WD5A QT 6,639.0 (918.0) 653.0
TRAVEL + LEISURE WYNEUR EU 6,639.0 (918.0) 653.0
TRAVEL + LEISURE WD5A GZ 6,639.0 (918.0) 653.0
TRIUMPH GROUP TG7 GR 1,883.5 (826.2) 444.5
TRIUMPH GROUP TGI US 1,883.5 (826.2) 444.5
TRIUMPH GROUP TG7 TH 1,883.5 (826.2) 444.5
TRIUMPH GROUP TGIEUR EU 1,883.5 (826.2) 444.5
TRIUMPH GROUP TG7 GZ 1,883.5 (826.2) 444.5
TUPPERWARE BRAND TUP GR 1,194.4 (112.8) (341.6)
TUPPERWARE BRAND TUP US 1,194.4 (112.8) (341.6)
TUPPERWARE BRAND TUP SW 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)
TUPPERWARE BRAND TUP1EUR EZ 1,194.4 (112.8) (341.6)
TUPPERWARE BRAND TUP QT 1,194.4 (112.8) (341.6)
UNISYS CORP USY1 GR 2,376.3 (263.8) 467.3
UNISYS CORP USY1 TH 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 USY1 GZ 2,376.3 (263.8) 467.3
UNISYS CORP USY1 QT 2,376.3 (263.8) 467.3
UNISYS CORP UISEUR EZ 2,376.3 (263.8) 467.3
UNITI GROUP INC 8XC TH 4,745.4 (2,133.4) -
UNITI GROUP INC UNIT US 4,745.4 (2,133.4) -
UNITI GROUP INC 8XC GR 4,745.4 (2,133.4) -
UNITI GROUP INC 8XC GZ 4,745.4 (2,133.4) -
VECTOR GROUP LTD VGR US 1,496.4 (592.0) 472.2
VECTOR GROUP LTD VGR GR 1,496.4 (592.0) 472.2
VECTOR GROUP LTD VGREUR EU 1,496.4 (592.0) 472.2
VECTOR GROUP LTD VGREUR EZ 1,496.4 (592.0) 472.2
VECTOR GROUP LTD VGR TH 1,496.4 (592.0) 472.2
VECTOR GROUP LTD VGR QT 1,496.4 (592.0) 472.2
VECTOR GROUP LTD VGR GZ 1,496.4 (592.0) 472.2
VERA THERAPEUTIC VERA US 97.6 92.2 92.1
VERISIGN INC VRSN US 1,741.4 (1,417.8) 190.7
VERISIGN INC VRS GR 1,741.4 (1,417.8) 190.7
VERISIGN INC VRS TH 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 VRSNEUR EZ 1,741.4 (1,417.8) 190.7
VERISIGN INC VRS QT 1,741.4 (1,417.8) 190.7
VERISIGN INC-BDR VRSN34 BZ 1,741.4 (1,417.8) 190.7
VERISIGN-CEDEAR VRSN AR 1,741.4 (1,417.8) 190.7
VINCO VENTURES I BBIG US 121.3 (27.5) 71.8
VINTAGE WINE EST VWE/U CN 367.5 (29.1) 3.3
VINTAGE WINE EST VWE US 367.5 (29.1) 3.3
VINTAGE WINE EST 8HQ GR 367.5 (29.1) 3.3
VINTAGE WINE EST VWE/UEUR EU 367.5 (29.1) 3.3
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 GR 1,139.0 (259.8) 57.4
W&T OFFSHORE INC WTI1EUR EU 1,139.0 (259.8) 57.4
W&T OFFSHORE INC UWV TH 1,139.0 (259.8) 57.4
W&T OFFSHORE INC UWV GZ 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 0.4 (0.0) (0.4)
WARRIOR TECHNOLO WARR/U US 0.4 (0.0) (0.4)
WAYFAIR INC- A W US 4,681.2 (1,541.9) 908.2
WAYFAIR INC- A W* MM 4,681.2 (1,541.9) 908.2
WAYFAIR INC- A 1WF QT 4,681.2 (1,541.9) 908.2
WAYFAIR INC- A 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
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 WOW1EUR EU 2,487.3 (184.2) (129.1)
WIDEOPENWEST INC WU5 QT 2,487.3 (184.2) (129.1)
WIDEOPENWEST INC WOW1EUR EZ 2,487.3 (184.2) (129.1)
WIDEOPENWEST INC WU5 GZ 2,487.3 (184.2) (129.1)
WINGSTOP INC WING1EUR EU 234.3 (322.2) 33.1
WINGSTOP INC WING US 234.3 (322.2) 33.1
WINGSTOP INC EWG GR 234.3 (322.2) 33.1
WINGSTOP INC EWG GZ 234.3 (322.2) 33.1
WINMARK CORP WINA US 27.0 (12.7) 4.9
WINMARK CORP GBZ GR 27.0 (12.7) 4.9
WM TECHNOLOGY IN MAPS US 326.3 (35.7) 83.1
WM TECHNOLOGY IN 833 GR 326.3 (35.7) 83.1
WM TECHNOLOGY IN SSPKEUR EU 326.3 (35.7) 83.1
WM TECHNOLOGY IN 833 TH 326.3 (35.7) 83.1
WM TECHNOLOGY IN 833 QT 326.3 (35.7) 83.1
WW INTERNATIONAL WW6 GR 1,435.3 (537.9) 12.7
WW INTERNATIONAL WW US 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
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
WYNN RESORTS LTD WYR TH 13,022.7 (353.8) 676.8
WYNN RESORTS LTD WYNN* MM 13,022.7 (353.8) 676.8
WYNN RESORTS LTD WYNN US 13,022.7 (353.8) 676.8
WYNN RESORTS LTD WYR GR 13,022.7 (353.8) 676.8
WYNN RESORTS LTD WYNNEUR EU 13,022.7 (353.8) 676.8
WYNN RESORTS LTD WYR GZ 13,022.7 (353.8) 676.8
WYNN RESORTS LTD WYNNEUR EZ 13,022.7 (353.8) 676.8
WYNN RESORTS LTD WYR QT 13,022.7 (353.8) 676.8
WYNN RESORTS-BDR W1YN34 BZ 13,022.7 (353.8) 676.8
YELLOW CORP YELL US 2,491.2 (286.4) 303.9
YELLOW CORP YEL GR 2,491.2 (286.4) 303.9
YELLOW CORP YEL1 TH 2,491.2 (286.4) 303.9
YELLOW CORP YRCWEUR EZ 2,491.2 (286.4) 303.9
YELLOW CORP YEL QT 2,491.2 (286.4) 303.9
YELLOW CORP YRCWEUR EU 2,491.2 (286.4) 303.9
YELLOW CORP YEL GZ 2,491.2 (286.4) 303.9
YUM! BRANDS -BDR YUMR34 BZ 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC TGR TH 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC TGR GR 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC YUM* MM 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC TGR GZ 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC YUM US 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC YUMEUR EZ 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC YUMUSD SW 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC YUM AV 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC TGR TE 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC YUMEUR EU 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC TGR QT 5,649.0 (7,893.0) (44.0)
YUM! BRANDS INC YUM SW 5,649.0 (7,893.0) (44.0)
ZETA GLOBAL HO-A ZETA US 354.5 53.1 97.4
*********
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
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*** End of Transmission ***