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/raid1/www/Hosts/bankrupt/TCR_Public/211013.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, October 13, 2021, Vol. 25, No. 285 Headlines 18 FREMONT STREET: Moody's Withdraws B3 CFR on Debt Repayment 7 GENERAL CONTRACTING: Unsecureds to Split Up to $495,000 in Plan 8533 GEORGETOWN: Amended Disclosures Due Oct. 16 AIRSEATRANS LLC: Has Interim Access to Cash Collateral ALLIED ESPORTS: Appoints Roy Anderson as Chief Financial Officer AMS INTERMEDIATE: Moody's Assigns First Time B3 Corp Family Rating ANTHOLOGY: Fitch Alters Outlook on 'BB' IDR to Negative ANTHOLOGY: Moody's Assigns 'B3' CFR Amid Blackboard Inc. Deal ARETE LAND: Claims Will be Paid From Future Revenue ASTRA ACQUISITION: S&P Affirms 'B-' ICR, Outlook Stable ASTROTECH CORP: Increases Authorized Common Shares to 250 Million AVAILA BIO: Case Summary & 20 Largest Unsecured Creditors BALBOA INTERMEDIATE: S&P Downgrades ICR to 'B-', Outlook Stable BALTIMORE HARLEM: Taps The Belmont Firm as Bankruptcy Counsel BASIC ENERGY: V&E Advised Select in Agua Libre Acquisition BEAR VALLEY RANCH: Taps Denning & Grabel as Special Counsel BRODIE HOLDINGS: Seeks to Hire RLC Lawyers as Bankruptcy Counsel BUCKINGHAM HEIGHTS: Seeks Approval to Hire KB&T as Accountant BUSINESS CREDIT: Seeks to Hire Roderick Linton Belfance as Counsel BV GLENDORA: Plesniks Retain Their Lien in 100% Plan CAMBRIAN HOLDING: Court Clears Termination of Hazard Coal Lease CE INTERMEDIATE I: Moody's Assigns B3 CFR, Outlook Stable CHATHAM GRAVEL: Seeks Approval to Hire Sasser Law Firm as Counsel CHICAGO PARK: Moody's Withdraws Ba1 GOULT Rating CLEANSPARK INC: Uses Bitcoin to Fund 4,500 Newest Generation Miners CLEVELAND-CLIFFS INC: Ferrous Deal No Impact on Moody's Ba3 CFR CONNOR FOREST: To Streamline Business Post-Confirmation CONNOR FOREST: Unsecured Creditors Will Get 15% in Plan CONSOLIDATED FREIGHTWAYS: Hayward Property's Suit Untimely COSMOS HOLDINGS: Board Allowed to Okay Issuance of Preferred Stock CROSS COUNTRY: Parties Defer Disclosures Hearing to Nov. 30 CROWN JEWEL: Voluntary Chapter 11 Case Summary DESOTO OWNERS: To Auction DeSoto Square Mall After Bankruptcy DIOCESE OF CAMDEN: To Offer $26 Mil. for Clergy Sex Abuse Survivors DITECH HOLDING: Court Disallows Obert's $148,000 Claim DITECH HOLDING: J. Beekman's Renewed Bid to Amend Claim Denied DUNTOV MOTOR: Seeks to Hire Hahn Law Firm as Special Counsel DURA-TRAC FLOORING: Nov. 4 Hearing on Disclosure Statement EAGLE HOSPITALITY: Berritto Sues Urban Commons Over $1M Investment EMPIRE SOLAR: Bankruptcy Left Unfinished Projects ENRAMADA PROPERTIES: Creditor Espinoza Says Disclosures Inaccurate EXTRUSION GROUP: Seeks to Hire Rountree Leitman & Klein as Counsel FILTRATION GROUP: Moody's Affirms B3 CFR on Columbus Transaction FLOAT HORIZEN: Nov. 16 Plan Confirmation Hearing Set FOUR WOOD: Seeks to Hire The Associates as Bankruptcy Counsel GANNETT HOLDINGS: Moody's Rates New Term Loan Due 2026 'B1' GATEARM TECHNOLOGIES: Taps Kelley, Fulton & Kaplan as Legal Counsel GMJ MACHINE: Nov. 9 Plan Confirmation Hearing Set GROUP 1 AUTOMOTIVE: Moody's Rates New $200MM Notes Add-on 'Ba2' GUITAR CENTER: Moody's Ups CFR to B2 & Senior Secured Notes to B3 GYPSUM RESOURCES: Dec. 14 Plan Confirmation Hearing Set HELPSYSTEMS: Debt Upsizing No Impact on Moody's B3 CFR HOP-HEDZ INC: Seeks to Hire W. Bart Meacham as Bankruptcy Counsel IDEAL CARE: Seeks to Employ Wisdom Professional as Accountant IDEAL CARE: Seeks to Hire Alla Kachan as Bankruptcy Counsel INFORMATICA LLC: Moody's Puts B2 CFR Under Review for Upgrade IPC CORP: Moody's Appends LD to Caa3-PD Prob. of Default Rating J.S. CATES CONTRUCTION: Seeks Cash Collateral Access Thru Jan 2022 K R GROUP: Case Summary & Unsecured Creditor KENNETH GREEN: Court Denies Summitbridge's Quiet Title Claim LEGACY HALL: Seeks Approval to Hire Alex Cooper as Auctioneer LEHMAN BROTHERS: Dist. Court Denies "Wu" Appeal LEHMAN BROTHERS: District Court Denies "Waske" Appeal LIBERTY POWER: Shell Energy Ordered to Produce Docs in TCPA Case LIVEXLIVE MEDIA: Changes Corporate Name to "LiveOne Inc." LOUISIANA CRANE: Sterling's Joinder in Secured Creditors' Objection LOVE BITES: Seeks Cash Collateral Access MAUNESHA RIVER: Seeks Cash Collateral Access Thru Nov. 21 MAXAR TECHNOLOGIES: S&P Alters Outlook to Positive, Affirms 'B' ICR MEREDITH CORP: IAC Transaction No Impact on Moody's B2 CFR MONITRONICS INT'L: Moody's Rates 1st Lien Loans B1, Outlook Stable MOUNTAIN VISTA: Case Summary & 3 Unsecured Creditors NATURE COAST: Seeks Cash Collateral Access OCTAVE MUSIC: Moody's Hikes CFR to B2 & Alters Outlook to Positive ONDAS HOLDINGS: Unit Signs Partnership Deal With Dynam.AI ORYX MIDSTREAM: Moody's Withdraws B2 CFR Following Loan Repayment PACIFIC THOMAS: Dist. Court Affirms Ruling on PTV Lease Agreement PARUSA INVESTMENT: Bid Deadline for 3 Buildings on Nov. 30 PARUSA INVESTMENT: Taps Kitchens Kelley Gaynes as Special Counsel PILATES CENTER: Taps S. Kekatos & Associates as Accountant POST OAK TX: Has Until Dec. 30 to File Plan & Disclosures PRINCE BAKERY: Seeks to Hire Benowich Law as Litigation Counsel PROMISE HEALTHCARE: Patient Can Liquidate Claim in State Court PURDUE PHARMA: NY Judge to Likely Pause Plan Implementation PURPLE LINE: S&P Affirms 'B-' Rating on $313MM Sr-Lien Rev. Bonds QUALITY REHABILITATION: Taps Allen Barnes & Jones as Legal Counsel RS IVY HOLDCO: Moody's Withdraws Ba3 CFR Following ITT Transaction SAVI TECHNOLOGY: Gets OK to Hire Lee CPA as Auditor SPHERATURE INVESTMENTS: Verona Is Winning Bidder for WorldVentures SPORTTECHIE INC: Seeks to Hire Cross & Simon as Bankruptcy Counsel SPORTTECHIE INC: Taps Applied Business as Restructuring Advisor SYNAPTICS INC: Moody's Rates Secured Credit Facility 'Ba1' SYNAPTICS INC: S&P Affirms 'BB-' ICR on Proposed Acquisition TECH DATA: Moody's Withdraws Ba2 CFR Following TD SYNNEX Merger TEN DOLLAR CAR WASH: Seeks to Hire John E. Dunlap as Legal Counsel TEN OAKS FITNESS: Seeks to Hire Marc A. Ominsky as Legal Counsel TENRGYS LLC: Seeks to Hire Weil Gotshal & Manges as Co-Counsel TIANJIAN JAHO: Seeks Access to Cash Collateral TIBCO SOFTWARE: Moody's Rates New $1.4BB Term Loan 'B2' TRACY AARON MALONE: IOU Financial's Bid to Dismiss Suit Junked UA INVESTMENTS: Taps Eric Thorstenberg as Bankruptcy Counsel VIP PHARMACY: Nov. 17 Plan Confirmation Hearing Set W133 OWNER: Amended Liquidating Plan Confirmed by Judge WC CULEBRA: Seeks to Hire Rogge Dunn Group as Special Counsel [*] Chapter 11 Filings Down 6% in September 2021 [*] Logistics Problems Have Upside for Asset-Based Lenders [*] Restructuring Vet Emily Chou Joins Forshey Prostok ********* 18 FREMONT STREET: Moody's Withdraws B3 CFR on Debt Repayment ------------------------------------------------------------- Moody's Investors Service has withdrawn 18 Fremont Street Acquisition, LLC's ratings including the B3 Corporate Family Rating, the B3-PD probability of default rating, and the B3 rating on the first lien term loan. The rating action follows the full repayment and cancellation of the term loan. The following ratings/assessments are affected by the action: Ratings Withdrawn: Issuer: 18 Fremont Street Acquisition, LLC Corporate Family Rating, Withdrawn , previously rated B3 Probability of Default Rating, Withdrawn , previously rated B3-PD GTD Senior Secured 1st Lien Term Loan, Withdrawn , previously rated B3 (LGD3) Outlook Actions: Issuer: 18 Fremont Street Acquisition, LLC Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE Moody's has withdrawn the ratings because 18 Fremont Street Acquisition, LLC's debt previously rated by Moody's has been fully repaid following a refinancing transaction. 18 Fremont Street Acquisition, LLC is a privately held company owned by Derek and Gregory Stevens that developed Circa Casino Resort, an $860 million resort casino development in downtown Las Vegas that opened in December 2020. Circa Casino Resorts operates a hotel and casino including a 60-story, 512-room hotel casino with 55 table games, 1,352 slots, multiple bars, and a sportsbook. Circa Casino Resorts, along with two existing and operating casinos in downtown Las Vegas -- the D and Golden Gate Casino -- comprise the DROCK Group and are responsible for servicing the B3-rated term loan issued by 18 Fremont Street Acquisition, LLC. Consolidated revenue and EBITDA for the latest 12-month period ended June 30, 2021 was $235 million and $71 million, respectively. 7 GENERAL CONTRACTING: Unsecureds to Split Up to $495,000 in Plan ----------------------------------------------------------------- 7 General Contracting, Inc., filed a Fourth Amended Plan of Reorganization dated Oct. 1, 2021. The Plan provides for cash payments to Holders of Allowed Claims, except Holders of Equity Interests. The primary source of the funds needed to implement the Plan initially will be the Cash of the Reorganized Debtor and funds generated as revenue from current jobs in progress. The Plan also provides for the continued operation of the Debtor as the Reorganized Debtor. Class 1 Hancock Whitney Bank secured claim for $1,600,000 shall be paid in full over a 12-year period beginning on the date that is 30 days after the effective date and on a monthly basis for 84 months thereafter. On the first day of the 85th month, the balance then due shall be paid in full. The Plan provides that any pending litigation against the Debtor and its guarantors by Hancock Whitney Bank shall be dismissed. Class 2 Internal Revenue Service secured claim shall be paid in full in equal installments over 72 months. The Debtor shall pay in full the allowed secured claims of the following creditors in these classes in full beginning on the first regular payment date following the expiration of 30 days after the effective date, and on a monthly basis for the remaining term of the respective note evidencing the Debtor's obligation to each of the respective creditors: * Class 3 PNC Equipment Finance secured claim; * Class 4 Santander Consumer USA, Inc. d/b/a Chrysler Capital allowed secured claim; * Class 5 Americredit Financial Services, Inc., d/b/a GM Financial allowed secured claim; * Class 6 Hitachi Capital America Corp. allowed secured claim; and * Class 7 Crestmark Vendor Finance allowed secured claim. Class 8 Unsecured Claims shall be paid pro rata of the $345,000 Creditor Fund in a series of monthly and lump sum payments on the first, second, third, fourth and fifth anniversaries of the effective date and the 66th month after the effective date. In addition, holders of Allowed Unsecured Claims shall receive their pro rata share of the new value payments aggregating $150,000 to be made by CPVE, LLC to purchase the equity interest in the Debtor, consisting of payments of $25,000 each on the first, second, third, fourth, fifth and sixth anniversaries of the effective date. Class 9 Equity Interests shall be conveyed to CPVE, LLC for $150,000, which sum shall be paid into the unsecured creditor class. A copy of the Fourth Amended Plan is available for free at https://bit.ly/3uYwa2W from PacerMonitor.com. About 7 General Contracting 7 General Contracting, Inc., owns a raw land located in Gulfport, Mississippi, having an appraised value of $2.2 million. 7 General Contracting, Inc., based in Loxley, Ala., filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 20-10172) on Jan. 17, 2020. In the petition signed by Charlie Heath Mason, president, the Debtor disclosed $2,442,634 in assets and $11,581,296 in liabilities. The Hon. Henry A. Callaway presides over the case. The Debtor tapped Robert M. Galloway, Esq., at Galloway Wettermark & Rutens, LLP, as bankruptcy counsel and Jerome E. Speegle, Esq., as special counsel. 8533 GEORGETOWN: Amended Disclosures Due Oct. 16 ------------------------------------------------ Judge Brian F. Kenney on Oct. 6, 2021, entered an order that the 8533 Georgetown Pike, LLC's disclosure statement is not approved for dissemination. The Debtor shall file within 10 days of Oct. 6, 2021, an amended disclosure statement and plan. The Debtor shall set and give notice of a hearing to consider the approval of the amended disclosure statement for Tuesday, November 16, 2021, at 11:00 a.m. About 8533 Georgetown Pike Great Falls, Va.-based 8533 Georgetown Pike, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 21-11000) on June 1, 2021. Raymond Rahbar, manager, signed the petition. John P. Forest, II, Esq. serves as the Debtor's legal counsel. AIRSEATRANS LLC: Has Interim Access to Cash Collateral ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida authorized Airseatrans LLC to use cash collateral, on an interim basis, pursuant to the budget, with a 10% variance in order to operate in the ordinary course of its business. The Debtor's Alleged Secured Creditors will have a replacement lien on the cash used by the Debtor to the same extent, validity and priority that existed before the Petition Date. The Alleged Secured Creditors, as previously reported by the Troubled Company Reporter, are (i) the U.S. Small Business Association; (ii) First Citizens Bank & Trust Company; (iii) Wells Fargo Bank ,N.A.; (iv) Fox Capital Group, Inc.; (v) Forward Financing LL; (vi) Newco Capital Group VI; and (vii) QFS Capital. A copy of the order is available for free at https://bit.ly/3mJD3Bw from PacerMonitor.com. The Court will convene a final cash collateral hearing on November 12, 2021 at 11 a.m. by video conference. About Airseatrans LLC Airseatrans LLC -- https://www.airseatrans.com -- is an international freight forwarder with in-house customs brokerage. It offers door to door logistics, air freight and ocean freight, ground transportation, courier services, free estimates, shipment tracking, customs brokerage, on-site art handling and supervision, packing and crating services. Airseatrans sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-17747) on Aug. 9, 2021. In the petition signed by Luis Eduardo Pineres, Jr., authorized representative, the Debtor disclosed $262,921 in assets and $2,462,625 in liabilities. The Honorable Robert A. Mark is the case judge. The law firm of Gamberg & Abrams serves as the Debtor's legal counsel. ALLIED ESPORTS: Appoints Roy Anderson as Chief Financial Officer ---------------------------------------------------------------- Allied Esports Entertainment, Inc. has appointed Roy Anderson as the company's chief financial officer, effective immediately. Mr. Anderson succeeds Anthony Hung, who served as the company's chief financial officer from September 2019 until his resignation last month. Mr. Anderson brings more than 25 years of experience to Allied Esports Entertainment. He has deep expertise in financial management, financial reporting, mergers and acquisitions, internal controls, and risk management. With a focus on Technology, Media and Telecommunications (TMT), Mr. Anderson has been a trusted strategic advisor to CEOs, Senior Executives, Board of Directors, and investors in these industries. "It gives me great pleasure to announce the appointment of Roy Anderson as our new Chief Financial Officer," said Libing (Claire) Wu, CEO, president and General Counsel of Allied Esports Entertainment, Inc. "Roy brings strong leadership qualities, financial acumen and strategic M&A experience to our executive team. This, combined with his broad-based industry expertise, makes him ideally suited to lead our finance and accounting activities as we continue our previously announced process to explore M&A opportunities. I am delighted to have Roy join our senior leadership team." Most recently, Mr. Anderson was a partner with Mazars USA, an independent member firm of Mazars Group, an international accounting firm servicing clients in over 90 countries worldwide. In this role, Mr. Anderson worked closely with the top executives and investors of companies in the TMT markets ranging from start-ups to companies with multinational/divisional components and revenues in excess of $500 million. As an audit, tax and advisory partner in the TMT Group of Mazars, Mr. Anderson's clients included companies engaged in online media, entertainment, gaming, events, trade shows, digital marketing/advertising, SaaS platforms, eCommerce, AI, lead generation, Tech-enabled services, cybersecurity, software and software development. In addition, Mr. Anderson was a key member of Mazars' SEC Practice Group. Mr. Anderson has vast experience on various technical accounting issues including revenue recognition, share based compensation, and business combinations. Mr. Anderson is a certified public accountant (CPA) who holds a Bachelor of Science degree from Long Island University's School of Professional Accountancy. In connection with his appointment, Mr. Anderson will receive an annual base salary of $285,000 and will be eligible to participate in Allied Esports' benefit programs offered to senior management of the company, subject to the eligibility requirements of such plans. Allied Esports Headquartered in Irvine, California, Allied Esports Entertainment, Inc. -- http://www.alliedesportsent.com-- operates a public esports and entertainment company, consisting of the Allied Esports and World Poker Tour businesses. Allied Esports reported a net loss of $45.06 million for the year ended Dec. 31, 2020, compared to a net loss of $16.74 million for the year ended Dec. 31, 2019. Melville, New York-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2021, citing that the Company has a working capital deficiency from continuing operations, 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. AMS INTERMEDIATE: Moody's Assigns First Time B3 Corp Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned first time ratings to AMS Intermediate Holdings, LLC (All My Sons or AMS), including a B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also assigned a B2 rating to the company's $50 million senior secured revolving credit facility and $290 million first lien term loan. Proceeds from the first lien term loan, cash equity, and $115 million in proceeds from a second lien term loan, will be used to fund the acquisition of All My Sons by Golden Gate Capital. The rating outlook is stable. "The B3 CFR reflect the strength of All My Sons brand in the geographies in which it operates, as well as the risks inherent in a sponsor-owned company," says Moody's AVP-Analyst Justin Remsen. "Opening leverage is very high at over 7x, but the company will benefit from tailwinds in the residential moving industry, particularly in AMS's core market of larger suburban homes." New Assignments: Issuer: AMS Intermediate Holdings, LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Issuer: AMS Parent, LLC GTD Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) GTD Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: AMS Intermediate Holdings, LLC Outlook, Assigned Stable Issuer: AMS Parent, LLC Outlook, Assigned Stable RATINGS RATIONALE All My Sons' B3 CFR reflects the company's high leverage, small size relative to similarly rated issuers, low barriers to entry and seasonality in residential moving services. The company's private equity ownership and expectation for an aggressive financial policy also constrain the rating. At the same time, the rating considers AMS's established brand in the Southeast (37% of revenue) and Southwest (30% of revenue), strong margin profile, and asset light business model. In a highly fragmented industry with thousands of regional and local providers, AMS is a leading market player with 74 locations across 30 states. Moody's expects that All My Sons' operating performance will remain good over the next 12 to 18 months as increased mobility, growth in housing starts and existing home sales continue to drive higher demand for residential moving services. The global pandemic has created a surge in moving demand to larger homes where the industry has benefitted from a shift to a work-from-home environment. The stable outlook reflects Moody's expectation that residential moving fundamentals will remain strong and AMS's revenue will grow at 6.5% in 2022. The outlook also reflects that the company will de-lever toward 6.5x through EBITDA growth and generate $20 million of free cash flow or 5% free cash flow to debt in 2022. AMS's good liquidity profile is supported by $10 million of cash at close of the transaction, a $50 million revolving credit facility, which Moody's projects will remain mostly undrawn, and Moody's expectation that the company will generate $20 million in free cash flow in 2022. Demand for AMS's services is highest in the second and third quarter, where the company generates much of its cash flow. The revolving credit facility is governed by a springing senior secured net leverage ratio of 8.5x, which comes into effect if availability under the revolving credit facility is less than 65% of the total revolver availability. There is no covenant on the term loan. AMS, Parent, LLC's B2 first lien ratings are one notch higher than the CFR given the first lien bank debt's priority and senior ranking in the capital structure relative to the company's proposed $115 million second lien debt (unrated). Governance factors consider an aggressive financial policy and high leverage with private equity ownership. AMS will have very high closing financial at debt-to-EBITDA leverage of over 7x (Moody's calculated). Ownership by a private equity sponsor increases risk of activities such as debt-funded shareholder distributions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company sustains organic revenue growth and demonstrates a financial policy with debt to EBITDA approaching 5.5x. AMS would also need to generate free cash flow relative to debt in a high-single digit percentage range and maintain a good liquidity profile. The ratings could be downgraded if the company's operating performance deteriorates, industry conditions or liquidity weakens, or if the company pursues debt financed acquisitions or cash distributions to shareholders resulting in leverage sustained above 7.5x. The proposed first lien credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the greater of closing LTM EBITDA and 100% of consolidated pro forma trailing four quarter consolidated EBITDA, plus additional amounts under the general debt basket (greater of 50% of closing LTM EBITDA and 50% LTM EBITDA), plus additional amounts subject to a pro forma first lien net leverage requirement not to exceed 5.0x (if pari passu secured). Up to the greater of closing LTM EBITDAand 100% of consolidated pro forma LTM EBITDA of the incremental debt can be incurred with an earlier maturity date. Only wholly-owned domestic subsidiaries act as subsidiary guarantors; partial dividends of ownership interest of subsidiary guarantors could jeopardize guarantees subject to limitation, with no explicit protective provisions limiting such guarantee releases. The credit agreement also permits the designation of any subsidiary into an unrestricted subsidiary and the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions: (i) limiting the transfer of any material intellectual property that is U.S registered, material and necessary to the business, taken as a whole, to an unrestricted subsidiary, and (ii) prohibiting the designation of a subsidiary that holds or has an exclusive license to use any material intellectual property as an unrestricted subsidiary. There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement can be materially different. Headquartered in Carrollton, Texas, All My Sons is one of the largest residential moving service providers in the US. The company is controlled by Golden Gate Capital, with management holding a minority interest. Revenue for the twelve months ending June 30, 2021 is over $200 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ANTHOLOGY: Fitch Alters Outlook on 'BB' IDR to Negative ------------------------------------------------------- Fitch Ratings has affirmed Astra Acquisition Corp.'s (d.b.a. Anthology) Long-Term Issuer Default Rating (IDR) at 'B'. Fitch has also affirmed the 'BB-'/'RR2' rating for the secured revolving credit facility and first lien term loan, and 'CCC+'/'RR6' for the existing $110 million second lien term loan. Fitch has affirmed the 'B' IDR for Astra Intermediate Holding Corp. The Rating Outlook has been revised to Negative from Stable. These actions follow Anthology's announcement to acquire Blackboard in 4Q21 for $1.9 billion, subject to customary conditions. To fund the transaction, Anthology will issue a $1.3 billion 1L TL B, which Fitch assigned a 'BB-'/'RR2' rating, and a $500 million 2L TL, which will not be rated. It will also establish a $140 million 1L secured revolver, rated 'BB-'/RR2'. The owner of Blackboard Providence will keep $370 million of equity in the combined company and Veritas and co-investors will contribute $387 million. KEY RATING DRIVERS Negative Outlook: Previously, Fitch forecast leverage to be approximately 7.0x at the end of FY21 and now expects it to be materially above this. Leverage will remain high in FY22 as a result of the acquisition, and, on a pro forma basis, Fitch forecasts leverage to be over 8.0x. FFO fixed coverage is now expected to be much weaker than Fitch forecast and is likely to be well below 1.5x for FY21. With the pending acquisition, Astra could improve its credit metrics and if those meet Fitch's positive sensitivies, the Outlook could be revised to Stable. Leverage to Temporarily Increase: With the pending acquisition, debt will increase to $1.8 billion at the closing of the transaction. Leverage will be elevated over 8x on a pro forma basis at the end of FY22. In FY23, Fitch forecasts growth in EBITDA and EBITDA margin expansion as a result of the combined companies benefitting from operating efficiencies as well as cross-selling opportunities. If Astra can successfully execute on its plans, leverage may fall below 7.0x by the end of FY23. Attractive Acquisition: Blackboard is a leading provider of learning management software (LMS) with 27% market share in North America and approximately 10% internationally. In the U.S., it serves eight of the ten largest school districts and they also support about 10% of K-12 enrollments. Its product suite is largely focused on teaching and learning and they also offer products for student success and community engagement. The pandemic raised awareness among schools about the importance of information technology to support remote learning and expectations are that schools will want LMS to remain in place for the long-term. Cross-Selling Opportunities: Anthology offers its higher ed cloud technology and data driven products to more than 2,000 colleges and universities. It is a highly ranked provider of student information software (SIS) in the U.S. SIS is the backend record system used by higher ed institutions. Blackboard offers learning management software to K-12, and, to a lesser extent, higher ed institutions, and in total it has more than 150 million users in over 80 countries. The acquisition expands the combined company's customer presence in four-year universities, two-year colleges, for profits, K-12 and international markets creating significant cross selling opportunities with minimal customer overlap. Highly Recurring Revenues Driven by Strong Subscription Sales: Astra's recurring revenues increased to 80% for 4QFY21, up from 76% in the year-ago period. For FY21, gross renewal rates were 94% and net retention rates were 97%. Institutional renewal rates were 91%. The acquisition of Blackboard further improves the combined company's revenue mix with approximately 90% of combined revenues being recurring in nature. Blackboard's gross retention rate was 95% and its net retention rate was 104%. Its institutional renewal rate was 85%. Contracts are typically three to five years for Blackboard and it is similar for Astra. Strong Margin and FCF: Fitch projects Astra's adjusted EBITDA margins to be just over 30% in FY22 and increasing in FY23 with a full year of synergies realized. These margins are in line with its software-as-a-service peers in this scale category. Despite the sizable interest burden, Fitch expects Astra will generate single to low double digit FCF margins that will increase to the teens as operating leverage, synergies and cost savings are achieved. Ownership Could Limit Deleveraging: Anthology is majority owned by private equity firm Veritas Capital. Fitch believes private equity ownership is likely to result in some level of ongoing leverage to optimize ROE. As the company is in the process of executing on its cost optimization plans, gross leverage remains at approximately 7x for fiscal 2021. Fitch expects the company to gradually delever through EBITDA growth with periodic dividend recapitalization that could reset financial leverage at elevated levels. This could constrain upside in ratings. DERIVATION SUMMARY Fitch's ratings and Outlook for Astra are supported by the company's highly recurring revenues, strong product portfolio and technology platform and proven ability to gainshare relative to their larger peers. It also considers the pending acquisition of Blackboard, which will complement the Astra suite of products. A sizable installed base of subscriptions and a strong professional services backlog provide near-term revenue stability. Astra's ratings are constrained by its smaller scale relative to the larger and more diversified education software peers, such as Ellucian (not rated), Oracle (BBB+/Negative), Workday (not rated), and Instructure (not rated) and its high leverage. Like other Fitch rated software issuers owned by private equity, Astra is in the single 'B' rating category reflecting its high leverage. Future growth will be driven by the pending debt financed acquisition. The ownership structure could optimize ROE, limiting the prospect for accelerated deleveraging. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- The acquisition of Blackboard closes in calendar 4Q and is funded as proposed; -- EBITDA margin expansion occurs and allows the combined company to achieve margins in the low 30's; -- No dividends are forecast; -- Synergies do occur yet Fitch has a more conservative view; -- Leverage is elevated at year-end FY22 due to the timing of the Blackboard acquisition and significantly falls by the end of FY23. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that Astra Acquisition Corp. would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim and a multiple of 7.0x is used. Astra's recovery analysis assumes that going-concern EBITDA is roughly $193 million in going-concern EBITDA reflecting a decline in revenues for the combined company and inability to achieve the planned synergies. Fitch assumes that Astra will receive a going-concern recovery multiple of 7.0x. The estimate considers several factors including the stability in end market demand, the secular growth drivers for the sector, the company's strong FCF generation and competitive market position despite its relatively smaller scale. This multiple is supported by: Comparable Reorganizations: In the 13th edition "Bankruptcy Enterprise Values and Creditor Recoveries" case study, Fitch notes seven past reorganizations in the Technology sector, where the median recovery multiple was 4.9x. Of these companies, only two were in the Software subsector: Allen Systems Group, Inc. and Aspect Software Parent, Inc., which received recovery multiples of 8.4x and 5.5x, respectively. Fitch believes the Allen Systems reorganization is supportive of the 7.0x multiple assumed for Astra given the similar competitive environment in which the companies operate and similar EBITDA generation profiles. Within the education sector, Cengage Learning, an educational content company, emerged at a recovery multiple of 6.6x, while Education Holdings (Princeton Review) emerged at a multiple of 7.3x. Publishing companies like Houghton Mifflin and Haights Cross Communications emerged at multiples in the 5x range. Comparable Recovery Assumptions: The 7.0x EBITDA recovery multiple is in line with other 'B'-rated peers that provide specialty software solutions to niche end-market verticals. The median recovery multiple is 7.0x, which includes peers such as Zotec, MeridianLink, Ellie Mae, Helios WSS, Tritech and Landesk. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- The Outlook could be revised to Stable should actual and forecast results show FFO fixed-charge coverage above 1.5x while leverage and FFO-adjusted leverage are below 7.0x on a sustained basis; -- The rating could have favorable changes if leverage, defined as total debt with equity credit/operating EBITDA, was below 5.5x or on a sustained basis; -- (Cash from operations-capex)/total debt with equity credit above 8%; -- Organic revenue growth in the high-single-digits, implying market share gains. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation of forward total leverage above 7x or FFO adjusted leverage above 7x on a sustained basis; -- (Cash from operations-capex)/total debt with equity credit below 3%; -- Sustained negative revenue growth; -- FFO fixed-charge coverage below 1.5x on a sustained basis; -- Inability to successfully integrate the Blackboard acquisition, materially achieve planned synergies and expand EBITDA margins to the low 30's. 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: Anthology had $31.9 million of cash on hand as of March 2021 as well as full availability on its $40 million secured revolver. Once Anthology has closed and funded the pending acquisition of Blackboard, Fitch expects liquidity to remain adequate. The company expects to have $95 million of cash on the balance sheet as well as an undrawn $140 million five-year first lien revolver. Fitch forecasts the company will generate mid to low teens FCF margins in FY23, the first full year of the combined entity and will maintain in the teens as revenue growth, synergies and cost savings are achieved. There are no material near-term maturities and scheduled annual amortization only comprises 1% of the first lien term loan outstanding. ISSUER PROFILE Astra Acquisition Corp. (d.b.a. Anthology) is a provider of cloud-based software solutions for higher educational institutions. Blackboard is a leading provider of learning management solutions, collaboration and communication software to higher ed and K-12 institutions. 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. ANTHOLOGY: Moody's Assigns 'B3' CFR Amid Blackboard Inc. Deal ------------------------------------------------------------- Moody's Investors Service assigned ratings to Astra Intermediate Holding Corp. (dba "Anthology"), including: a B3 corporate family rating and a B3-PD probability of default rating. Moody's also assigned instrument ratings at the Astra Acquisition Corp. borrower level, including B2 ratings to a new, $140 million revolving credit facility and a new, $1,300 million term loan. Proceeds from the first-lien term loan, from a new, $500 million second-lien term loan (unrated), and $757 million of new and rolled over equity will be used to: i) acquire, for $1,900 million, higher education learning management software ("LMS") provider Blackboard, Inc.; ii) retire $432 million of existing Anthology debt; iii) pay $150 million in transaction fees, and; iv) allocate $85 million of cash to Anthology's balance sheet. Upon closing of the proposed transaction, anticipated by the end of 2021, Moody's expects to withdraw all credit ratings at Blackboard and the existing first- and second-lien instrument rating at Astra Acquisition Corp., as well as the existing CFR and PDR at that level. Outlooks at both the Astra Intermediate parent-guarantor level and the Astra Acquisition borrower level are stable. The following ratings/assessments are affected by the action: New Assignments: Issuer: Astra Acquisition Corp. Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Issuer: Astra Intermediate Holdings Corp. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Outlook Actions: Issuer: Astra Acquisition Corp. Outlook, Remains Stable Issuer: Astra Intermediate Holdings Corp. Outlook, Assigned Stable Ratings Withdrawn: Issuer: Astra Acquisition Corp. Corporate Family Rating, Withdrawn , previously rated B3 Probability of Default Rating, Withdrawn , previously rated B3-PD RATINGS RATIONALE Given the following considerations, Moody's views Anthology weakly positioned at a B3 CFR: Anthology's acquisition of a longstanding but transitioning LMS software provider two-and-a-half times its size presents integration hurdles that are made more challenging given the transaction's very high, 8.7 times Moody's-adjusted debt-to-EBITDA leverage. Extensive adjustments and addbacks to earnings measures, as well as Anthology's own limited history (having itself been formed in early 2020 by the combination of two small SIS/ERP and student lifecycle software providers), raise quality-of-earnings concerns. The combination's success, additionally, depends on growth, without which the company may be unable to generate free cash flow. Growth, in turn, depends on cross selling and the displacement of incumbent systems that have high switching costs, given the crucial, embedded nature of such software in an institution's overall operation and administration. However, the combined Anthology/Blackboard, with revenue approaching $750 million, will have significant operating scale, and both constituent companies have seen healthy top line growth in recent quarters. Risks posed by leverage and earnings quality are somewhat offset by steady subscription and maintenance revenues, which provide for a revenue base that's nearly 90% recurring. The combination of Anthology's student information systems ("SIS"), CRM, and ERP educational software with Blackboard's LMS and community engagement platform contemplates a full-services provider that covers all stages of the student lifecycle. Combined, the two companies will offer about two dozen unique solutions, with no product overlap, and minimal customer overlap. In Moody's view, Anthology's full-suite approach is somewhat novel in the education space, since its successful competitors, generally, concentrate on either LMS or SIS/ERP exclusively. Moody's anticipates success at cross-selling will take time, as the practice of single-point decision making for administrative and didactic IT functionality at educational institutions is not widespread. But given the growing influence of technology within the educational setting, at multiple levels, Anthology may prove to be well positioned to capitalize on the value that educators increasingly see in buying packaged LMS, SIS and ERP solutions. Opening liquidity from an initially undrawn $140 million revolver and more than $100 million of balance sheet cash presents a crucial resource for meeting integration and synergy goals and withstanding prolonged competitive pressures. Moody's expects leverage to moderate towards 7.5 times over the next 12 to 18 months, while over the same period Moody's expect free cash flow to be in the low-single-digit percentages, still somewhat weak for the B3 CFR. As a result, Moody's views Anthology's liquidity as adequate. Anthology faces moderate social and governance risks, the latter primarily the result of aggressive financial strategies implied by private equity ownership. Current Anthology sponsor Veritas Capital will contribute new equity, while current Blackboard sponsor Providence Equity Partners will be rolling over part of its ownership, with the combined contribution representing just shy of 50% of overall capitalization in the new company. Opening leverage is nonetheless very high, as are integration risks. Moody's notes the marked success that Veritas has had with growing and deleveraging transitioning companies it has invested in in the past. Anthology has some exposure to social risks related to higher education institutions, which are under intense social and potentially regulatory scrutiny because of their admissions practices, high costs, and perceived utility. The stable outlook reflects Moody's expectations for mid-single-digit-percentage revenue growth, deleveraging towards 7.5 times by 2023, improving free cash flows over time and continued adequate liquidity. Moderating integration expenditures should enable the company to translate the large amount of EBITDA adjustments into sustainable increases in earnings and profitability. Meaningful deleveraging will likely not occur over the next 12 to 18 months. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: 1. Incremental first lien debt capacity not to exceed the sum of (A) an unlimited amount, so long as, (x) in the case of first-lien debt, first lien leverage is not greater than 4.75:1.00, (y) in the case of second-lien debt, the secured leverage ratio shall be no greater than 6.75:1.00, and (z) in the case of unsecured debt, the total leverage ratio shall not exceed 7.25:1.00, plus (B) an amount equal to, broadly, the greater of (x) a fixed amount equal to 1.0 time forma EBITDA as of the closing date and (y) 100% of pro forma EBITDA at the time of incurrence. 2. 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. 3. 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 4. Anthology's obligation to prepay obligations with net proceeds of asset sales is reduced, and eventually eliminated, subject to achieving certain leverage levels, weakening lenders' control over collateral. The first lien term loan will be prepaid with 100% of the proceeds from assets sales when first lien leverage is above 4.25 times, 50% when it is less than 4.25 times but greater than 3.75 times, and 0% when first-lien leverage is below 3.75 times. 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 Moody's would consider an upgrade if Anthology is able to grow and sustain scale at the accelerated pace it anticipates, if free cash flow improves into the mid-single digits as a percentage of debt, and if Moody's expect leverage will moderate to below 7.0 times. Moody's would consider a downgrade if Anthology's anticipated revenue growth and margin expansion fail to materialize, causing leverage to remain above 8.5 times, and if liquidity becomes less than adequate. Borrower Astra Acquisition Corp. (Astra), doing business as Anthology and headquartered in Boca Raton, FL, provides SaaS-based services that help colleges and universities with their "student-to-alumni lifecycle" management efforts. Astra was formed by the February 2020 purchase (from Leeds Equity Partners) of both Campus Management Acquisition Corp. and Edcentric Holdings LLC by private equity firm Veritas Capital. In late 2021, Anthology announced the acquisition, for $1.9 billion, of Blackboard, Inc., a leading provider of learning management software applications systems to K-12 schools, colleges and universities, corporations, and government entities. Funds managed by private-equity investors Providence Equity Partners ("PEP") own Blackboard. Moody's expects the combined company to generate revenues of $750 million in 2022. The principal methodology used in these ratings was Software Industry published in August 2018. ARETE LAND: Claims Will be Paid From Future Revenue --------------------------------------------------- Arete Land Company, LLC, submitted a Second Amended Plan of Reorganization dated October 7, 2021. The Debtor is a real estate holding company and is in the business of purchasing real estate for rental purposes, future development, and for improving and reselling. In addition to the money from the purchase, development and sale of real estate, the Debtor generates income by collecting rents on the properties that it owns and the income that is generated through its two DBAs, the Bear Lake Surf Club and Bear Lake Candy Company. With the foreclosure looming and the Debtor's need to salvage the equity in the property as well as preserve its significant investment in the Resort, the Debtor was left with no choice but to seek the protection of the Bankruptcy Code. The Debtor's intent, as is evident from the Plan, is to satisfy all of its creditors in full within a reasonable period of time. Because the Debtor is solvent and is able to generate significant income from the sale of the property on which the Lodge has a lien as well as other sources, it can satisfy all of its creditors in full, including the Lodge. Since its bankruptcy filing, the Debtor has continued to operate the business as Debtor in Possession. Class 1 contains the Claim of United Wholesale Mortgage ("UWM"), which is secured by property owned by the Debtor located at 1050 North Main Street, Mapleton, Utah. Shurian, the Debtor's manager, lives in a home that is titled in the name of the Debtor. The underlying loan obligation, however, is not owed by the Debtor but is owed by Shurian, who is making the payments directly to UWM. Shurian will continue to make the payments directly to UWM on the underlying obligation. UWM shall retain all of its legal, equitable and contractual rights, including its right to exercise its rights and remedies in the event of default. Class 2 contains the secured Claim of the Lodge. The Lodge and the Debtor have agreed that the Lodge shall retain all of its Liens in the Debtor's property as they existed and were of record prior to the Petition Date, and that the Lodge has an undisputed Allowed prepetition Secured Claim in the amount of $3,207,039.45, which Allowed Secured Claim is secured by the remaining parcels in Parcel Groups C and D under the REPC. The Lodge and the Debtor further agree that as of the Effective Date, the Lodge shall have an Allowed Secured Claim in the $3,242,000.00 comprised of the allowed prepetition Secured Claim of $3,207,039.45 plus attorneys' fees owed as of the Effective Date in the amount of $34,960.55. On or before the Effective Date, the Debtor or Reorganized Debtor will make a payment to the Lodge based upon an interest accrual of 8 percent simple interest on the agreed prepetition debt of $3,207,039.45, from the Petition Date to the Effective Date, which interest is calculated at $702.91 per day from the Petition Date through and including the Effective Date. As of the Effective Date, the Lodge's Allowed Secured Claim will bear interest at an annual rate of 5 percent from the day after the Effective Date through December 31, 2022. The Lodge's Allowed Secured Claim will bear interest at an annual rate of 5.5 percent from January 1, 2023 through December 31, 2023. The Lodge's Allowed Secured Claim will bear interest at an annual rate of 6 percent after January 1, 2024 until paid in full. CLASS 3 consists of Cache Valley Bank's Claim Secured by Property of the Estate. It has come to the Debtor's attention that Cache Valley Bank ("CVB") is owed money by the Lodge that is also secured by Parcel Groups C and D. The underlying obligation, however, is not owed by the Debtor and will need to be satisfied by the Lodge. The Debtor anticipates that the Lodge will utilize the money that is paid to the Lodge by the Debtor under the Plan to satisfy the Lodge's obligation to CVB. The Lodge agrees that it shall pay and be responsible to pass through such portion of any payment that is due to Cache Valley Bank, to keep the Cache Valley Bank's loan current and in good standing, and to hold the Reorganized Debtor harmless for same. Class 4 consists of Prepetition Claims Paid Post-petition. Class 4 contains the Claims of those who received payments just prior to the bankruptcy filing whose checks did not clear until after the Petition Date. The Plan provides that rather than seeking recovery of the funds that were paid to these creditors and then turning around and paying them in full on the Effective Date, the Debtor will allow these creditors to retain the funds that were paid to them as if they were paid on the Effective Date. This Class will also contain the Allowed Unsecured Claim of the Debtor's counsel, D&L, in the amount of $7,109.50. The Reorganized Debtor shall pay the Claims of the creditors in Class 4 in full on the Effective Date. No interest will be paid on these claims. Such payments under the Plan will be in full satisfaction of the respective Claims of the creditors in Class 4. CLASS 5 consists of Interests. KAMY will remain the sole owner of the Reorganized Debtor. It is the Debtor's position that the absolute priority rule does not apply in cases under Subchapter V of Chapter 11 of the Code. KAMY may not receive distributions, however, on account of its ownership interest, until the Claims in Class 4 have been paid as provided in the Plan. Nothing contained in this provision of the Plan restricts Shurian's ability to receive a salary as the manager of the Reorganized Debtor. The Reorganized Debtor shall operate the business of the Debtor according to the Plan. In addition, from and after the Effective Date of the Plan, the Reorganized Debtor is authorized to continue to engage in ordinary course transactions, as it would otherwise do so in its business capacities, and enter into such transactions as it deems advisable, free of any restriction or limitation imposed under any provision of the Code, except to the extent otherwise provided for in the Plan. Payments required to be made to holders of Allowed Claims in Classes 1 through 3 and on account of Executory Contracts and Unexpired Leases assumed under the Plan shall be made by the Reorganized Debtor, directly from future revenue, cash on hand, additional financing or any other sources available to the Reorganized Debtor. The Debtor believes that Projected Income and Expenses for the Reorganized Debtor for the period February 9, 2021 through December 31, 2025 are reasonably accurate and attainable over the life of the Plan based upon the ability of WEP to continue to operate and develop the Resort. A full-text copy of the Second Amended Plan of Reorganization dated October 7, 2021, is available at https://bit.ly/2X3Znx6 from PacerMonitor.com at no charge. Attorneys for the Debtor in Possession: Andres Diaz, Esq. Timothy J. Larsen, Esq. Diaz & Larsen 307 West 200 South, Suite 3003 Salt Lake City, UT 84101 Telephone: (801) 596-1661 Fax: (801) 359-6803 Email: courtmail@adexpresslaw.com About Arete Land Company Arete Land Company, an Orem, Utah-based company that operates in the traveler accommodation industry, filed its voluntary petitition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 21-20488) on Feb. 9, 2021. Christofer Shurian, manager, signed the petition. As of Jan. 31, 2021, the Debtor disclosed $4,184,852 in assets and $3,469,900 in liabilities. Judge William T. Thurman oversees the case. Andres Diaz, Esq., at Diaz & Larsen, is the Debtor's legal counsel. ASTRA ACQUISITION: S&P Affirms 'B-' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings affirming its 'B-' issuer credit rating on Astra Acquisition Corp. (Astra; dba Anthology). S&P is also assigning its 'B-' issue-level and '3' recovery ratings to the company's proposed first-lien facilities. The second lien is not rated. S&P's rating on Astra reflects the company's substantial financial leverage (starting above 10x at deal close and expected to be in the 9x-10x range over the next 12 months), short track record of Anthology's operations, Blackboard's challenging business history, and the competitive end-markets in which the pro forma company will operate. Strengths include tailwinds from a growing education software market, good revenue visibility at both Anthology and Blackboard stand-alone entities, a highly recurring revenue model, and strong customer relationships with high renewal rates. Astra has strong revenue visibility over the near term and good cross-sell opportunities. S&P said, "We expect Astra's recurring revenues to be above 85% of total revenues for the pro forma company and the company has almost $100 million in professional services backlog, which represents more than 90% of our projected revenues. Between Anthology and Blackboard, the company has more than $700 million in bookings, which represents a good baseline for performance over the next two years. The company will also be able to sell end-to-end solutions to educational institutions - administrative and student/faculty focused, which should allow for cross-sell opportunities. We also expect Anthology to improve its international revenues, given the larger international customer base at Blackboard." Metrics are likely to stay highly leveraged over the next two years. S&P said, "We expect financial metrics to be highly leveraged over the next few years, with leverage in the 9x-10x over fiscal 2022, improving to the mid-8x area in fiscal 2023. We expect the company will have limited free cash flow generation in the first year due to one-time costs following the merger, with free cash flow to debt improving to 2%-3% in fiscal 2023. Blackboard also has about $60 million in one-time costs (IBM litigation settlement payment of $27 million in the 2021 second quarter and more than $30 million in costs from previous business divestments), which we expect to fall off in the future, thereby improving profitability. In addition, private equity firm Veritas Capital has a good track record of executing on its cost saving plans on its portfolio companies. Nonetheless, we note that the pro forma company needs to grow revenues and improve profitability to generate positive cash flow." Anthology operates in a competitive landscape, with competing solutions from Ellucian, Workday, Oracle, and Jenzabar. The company was created in 2020 through a merger of three companies and has a short track record operating as an independent entity. Nonetheless, Anthology has strong win rates against key competitors, has a diverse customer base, and has focused on improving its products. Blackboard was a pioneer of learning management systems (LMS) software but faces strong competition in its North American Higher Education (NAHE) segment, mainly from cloud-based LMS vendors like Instructure and D2L. About 70%-80% of Blackboard's annual revenues are for its LMS services in North America and internationally. In response to competition, Blackboard rolled out a few cloud-based SaaS solutions to compete (Learn SaaS and Ultra). Over the past two years, Blackboard has improved the number of its clients using these SaaS solutions to 60% from 35%, and we expect these solutions to continue to gain traction. The retention rates for Blackboard's SaaS solutions are in the high-90% area. S&P said, "The stable outlook reflects our expectation that Astra will be able to integrate Blackboard's LMS business, generate high single digit revenue growth for the pro forma company in fiscal 2022, and improve margins through better cost management. We expect S&P Global Ratings-adjusted leverage to be in the 9x-10x range and the company to generate positive free cash flow in the 12 months post deal close. "We would lower our rating on Astra if we view the company's capital structure to be unsustainable. We would look to sustained negative free cash flow or total liquidity (including revolver availability) below $50 million as key indicators of an unsustainable capital structure. This would likely occur if the company experiences a combination of material integration issues with Blackboard, revenue declines, and deterioration in profitability. "Although unlikely over the next 12 months due to high starting leverage, we would consider an upgrade if the company can generate consistent organic revenue growth following the integration of Blackboard's assets." S&P would look to the following thresholds for an upgrade: -- Reported free cash flow to debt of 4% or better, -- S&P adjusted leverage in the 7x area, and -- EBITDA interest coverage greater than 1.5x. ASTROTECH CORP: Increases Authorized Common Shares to 250 Million ----------------------------------------------------------------- Astrotech Corporation filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the company's Certificate of Incorporation to increase the authorized number of shares of the company's common stock from 50,000,000 shares to 250,000,000 shares. The Delaware Court of Chancery on Oct. 6, 2021, ratified and confirmed the amendment to the company's Certificate of Incorporation filed on July 1, 2020 with the Delaware Secretary of State, which was a precondition to the filing of the Charter Amendment. About Astrotech Astrotech (NASDAQ: ASTC) -- http://www.astrotechcorp.com-- is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value. 1st Detect develops, manufactures, and sells trace detectors for use in the security and detection market. AgLAB is developing chemical analyzers for use in the agriculture market. BreathTech is developing a breath analysis tool to provide early detection of lung diseases. Astrotech is headquartered in Austin, Texas. Astrotech reported a net loss of $7.60 million for the year ended June 30, 2021, compared to a net loss of $8.31 million for the year ended June 30, 2020. As of June 30, 2021, the company had $65.63 million in total assets, $4.43 million in total liabilities, and $61.21 million in total stockholders' equity. AVAILA BIO: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Availa Bio, Inc. 725 Grand Avenue, Suite 201 Ridgefield, NJ 07657 Business Description: Availa Bio, Inc. is dedicated to promoting better living through its research and development in the markets of Pain Relief, Pharmaceutical, Nutraceutical, Cosmetics and Hemp. Chapter 11 Petition Date: October 12, 2021 Court: United States Bankruptcy Court District of Nevada Case No.: 21-14909 Judge: Hon. Natalie M. Cox Debtor's Counsel: Brett A. Axelrod, Esq. FOX ROTHSCHILD LLP 1980 Festival Plaza Drive, Suite 700 Las Vegas, NV 89135 Tel: (702) 262-6899 Email: baxelrod@foxrothschild.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jim Morrison as president and chief executive officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4V6NU3A/AVAILA_BIO_INC__nvbke-21-14909__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UPQLBIY/AVAILA_BIO_INC__nvbke-21-14909__0001.0.pdf?mcid=tGE4TAMA BALBOA INTERMEDIATE: S&P Downgrades ICR to 'B-', Outlook Stable --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Balboa Intermediate Holdings LLC d/b/a TIBCO to 'B-' from 'B,' its issue-level rating on its first-lien term loan to 'B-' from 'B,' and its issue-level rating on its second-lien term loan to 'CCC+' from 'B-.' S&P's recovery rating on the first-lien term loan remains '3' and the recovery rating on the second-lien term loan remains '5'. At the same time, S&P is also assigning Bali Finco Inc's $1.415 billion non-fungible first-lien term loan due 2026 a 'B-' issue-level rating based on a recovery rating of '3' (50%-70%: rounded estimate: 60%). The rating action follows TIBCO's plans to acquire Blue Prism Group PLC, a RPA solutions provider, for roughly $1.5 billion ($1.33 billion net of cash to be acquired), and its proposal to fund the purchase with $1.415 billion of new first-lien term loan. S&P said, "Although we believe transaction should complement TIBCO's existing business and yield significant synergies, we think its plans to fund the the purchase primarily with debt debt is aggressive. TIBCO's S&P Global Ratings-adjusted leverage stands at 10.7x for the 12 months ended May 31, 2021, already well above the 8x level we expect at the current rating, and we expect this to rise to 14x area upon close of the transaction. The company has aggressive plans to delever through cost cutting efforts but they will take one to two years and require one-time restructuring costs to achieve. Assuming the transaction closes in early fiscal 2022, we project TIBCO's adjusted leverage will improve to around mid-9x in fiscal 2022 and lower in fiscal 2023." S&P said, "The stable outlook reflects S&P Global Ratings' belief that TIBCO will successfully achieve the synergies outlined under the Blue Prism and IBI acquisitions and for operating performance to benefit from a higher proportion of recurring subscription revenues and cross-selling opportunities. Based on these assumptions, we project a continuation of solid revenue growth, improving profitability as one-time costs roll-off, and at least $125 million in free cash flow over the next 12 months, which should support S&P Global Ratings' leverage of about 9.5x in 2022 and about 8.5x in 2023. "We could lower our rating on Balboa if operating difficulties significantly constrain EBITDA and cash flow generation and lead us to question the long-term sustainability of the company's financial commitments. This could occur if software sales decline due to significant customer losses, increased competition from larger players, or fails to successfully integrate and extract the synergies outlined in the Blue Prism and IBI acquisitions. "We could raise our rating on Balboa if stronger-than-expected operating performance improves leverage below 8x, and we believe that management intends to sustain leverage below this level through acquisitions and shareholder returns." BALTIMORE HARLEM: Taps The Belmont Firm as Bankruptcy Counsel ------------------------------------------------------------- Baltimore Harlem Park Investment, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to hire The Belmont Firm to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) preparing and filing all necessary pleadings, motions and other court papers; (b) negotiating with creditors, equity holders and other interested parties; (c) representing the Debtor in any adversary proceedings, contested matters and other proceedings before the court; (d) preparing a plan of reorganization; and (e) providing other necessary legal services. The firm's hourly rates are as follows: Partner $400 per hour Associate $200 per hour Paralegal $100 per hour Maurice VerStandig, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Maurice B. VerStandig, Esq. The Belmont Firm 1050 Connecticut Avenue, NW, Suite 500 Washington, DC 20036 Phone: (202) 991-1101 Email: mac@dcbankruptcy.com About Baltimore Harlem Baltimore Harlem Park Investment, LLC filed a petition for Chapter 11 protection (Bankr. D.C. Case No. 21-00249) on Oct. 07, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Xin Tao, manager, signed the petition. Judge Elizabeth L. Gunn oversees the case. The Debtor tapped Maurice B. VerStandig, Esq., at The VerStandig Law Firm, LLC, doing business as The Belmont Firm, as legal counsel. BASIC ENERGY: V&E Advised Select in Agua Libre Acquisition ---------------------------------------------------------- Vinson & Elkins advised Select Energy Services, Inc. ("Select"), a leading provider of sustainable water and chemical solutions to the U.S. unconventional oil and gas industry, in connection with its role as stalking horse bidder in the chapter 11 cases of Basic Energy Services, Inc. ("Basic") and with Select's acquisition of substantially all of the assets of Agua Libre Midstream, LLC ("Agua Libre") and certain water-related assets and operations of Basic. The V&E team was led by corporate partner Steve Gill, restructuring and reorganization senior associate Steven Zundell and corporate associate Jameson Miller. Also assisting were partner David Meyer, senior associate Matt Pyeatt and associates Adia Coley and Emily Tomlinson (restructuring and reorganization); partner Creighton Smith, senior associate Raleigh Wolfe and associates Kathy Phan, Mariam Boxwala, Houston Morgan and David Brown (corporate); partner Lina Dimachkieh and associate Curt Wimberly (tax); partner Matt Dobbins and associate Audrey Doane (environmental); partner David D'Alessandro and associate Mary Daniel Morgan (executive compensation/benefits); partner Randy Jurgensmeyer and associate Alex Paez (real estate); senior associate Alex Bluebond (labor/employment); and associate Briana Falcon (intellectual property). About Basic Energy Services Inc. Basic Energy Services, Inc. -- http://www.basices.com/-- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. Its operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Specifically, Basic Energy Services has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. Basic Energy Services and 12 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-90002) on Aug. 17, 2021. As of March 31, 2021, Basic Energy disclosed total assets of $331 million and debt of $549 million. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, AlixPartners LLP as restructuring advisor, and Lazard Freres & Company as financial advisor. Prime Clerk is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Snow & Green, LLP and Brown Rudnick, LLP serve as the committee's legal counsel. Riveron RTS, LLC, formerly known as Conway MacKenzie, LLC, is the financial advisor. BEAR VALLEY RANCH: Taps Denning & Grabel as Special Counsel ----------------------------------------------------------- Bear Valley Ranch Market & Liquor Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Denning & Grabel, APC as special counsel. The Debtor needs legal assistance in an unlawful detainer proceeding filed by Bear Creek Plaza, Ltd., the landlord of its market and liquor store located at 32475 Clinton Keith Road., Suite 111-112, Wildomar, Calif. Denning & Grabel will be paid at an hourly rate of $250 and will be reimbursed for any out-of-pocket costs. Mark Denning, Esq., a principal at Denning & Grabel, 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: Mark R. Denning, Esq. Denning & Grabel, APC 29377 Rancho California Road, Suite 102 Temecula, CA 92591 Tel: (951) 695-7700 Email: Attorneymortongrabel@gmail.com About Bear Valley Ranch Market & Liquor Bear Valley Ranch Market & Liquor Inc. owns and operates a single market and liquor store located at 32475 Clinton Keith Road, Suite 111-112, Wildomar, Calif. Bear Valley Ranch filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-14536) on Aug. 24, 2021, listing as much as $500,000 in both assets and liabilities. Salam Haddad, president of Bear Valley Ranch, signed the petition. Judge Mark Houle oversees the case. The Law Offices of J. Luke Hendrix serves as the Debtor's bankruptcy counsel while Denning & Grabel, APC serves as special counsel. BRODIE HOLDINGS: Seeks to Hire RLC Lawyers as Bankruptcy Counsel ---------------------------------------------------------------- Brodie Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire RLC Lawyers & Consultants to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) providing legal assistance in the continued management of the Debtor's property; (b) preparing the Debtor's statement of financial affairs, bankruptcy schedules, statement of executory contracts, and other statements and schedules required by the Bankruptcy Code, Bankruptcy Rules or Local Bankruptcy Rules; (c) representing the Debtor in any proceedings for relief from stay which may be instituted in the court; (d) representing the Debtor at any meetings of creditors convened pursuant to Section 341 of the Bankruptcy Code; (e) preparing legal papers, including a Chapter 11 plan and disclosure statement; (f) representing the Debtor in collateral litigation before the bankruptcy court and other courts; and (g) providing other necessary legal services. The firm's hourly rates are as follows: Senior Attorney $525 per hour Paralegal $200 per hour Tate Russack, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tate M. Russack, Esq. RLC Lawyers & Consultants 7999 N. Federal Hwy., Ste. 100A Boca Raton, FL 33487 Tel: 561-571-9610 Fax: 800-883-5692 Email: Tate@Russack.net About Brodie Holdings Chestertown, Md.-based Brodie Holdings, LLC filed a petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-16309) on Oct. 5, 2021, listing as much as $10 million in both assets and liabilities. Harry Kaiser, managing member, signed the petition. Judge Thomas J. Catliota oversees the case. Tate M. Russack, Esq., at RLC PA Lawyers & Consultants is the Debtor's legal counsel. BUCKINGHAM HEIGHTS: Seeks Approval to Hire KB&T as Accountant ------------------------------------------------------------- Buckingham Heights Business Park (a California Limited Partnership) seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ KB&T Tax & Consulting, Inc. as its accountant. The Debtor requires an accountant to prepare its financial statements and federal and California state income tax returns for 2021. KB&T will charge $300 per hour for the services rendered by Karl Niknejad, a certified public accountant and president of the firm, and $110 per hour for services performed by staff members. Mr. Niknejad disclosed in a court filing that KB&T and its professionals neither hold nor represent an interest adverse to the Debtor's estate. The firm can be reached through: Karl Niknejad, CPA KB&T Tax & Consulting, Inc. 1024 7TH St Unit 202 Santa Monica, CA, 90403-4000 Phone: (310) 319-9497 About Buckingham Heights Business Park (a California Limited Partnership) Culver City, Calif.-based Buckingham Heights Business Park (a California Limited Partnership) filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-17060) on Sept. 8, 2021, listing up to $50 million in assets and up to $500,000 in liabilities. Judge Sheri Bluebond oversees the case. Sheppard, Mullin, Richter & Hampton, LLP and KB&T Tax & Consulting, Inc. serve as the Debtor's legal counsel and accountant, respectively. BUSINESS CREDIT: Seeks to Hire Roderick Linton Belfance as Counsel ------------------------------------------------------------------ Business Credit Solutions of Ohio, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Roderick Linton Belfance, LLP to serve as legal counsel in its Chapter 11 case. The firm's services will include: (a) advising the Debtor with respect to its powers and duties in the continued operation of its business; (b) advising the Debtor with respect to all bankruptcy matters; (c) preparing legal papers; (d) representing the Debtor at all hearings; (e) prosecuting and defending litigated matters that may arise during the pendency of the Debtor's case; and (f) performing other necessary legal services. The firm's hourly rates are as follows: Partner Attorneys $275 - $310 per hour Associates & Of Counsel $225 - $290 per hour Paralegals $100 - $165 per hour Roderick Linton Belfance received an initial retainer of $1,855. Steven Heimberger, Esq., a partner at Roderick Linton Belfance, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven J. Heimberger, Esq. Roderick Linton Belfance, LLP 50 S Main St 10th Floor Akron, OH 44308 Phone: +1 330-434-3000 Email: sheimberger@rlbllp.com About Business Credit Solutions of Ohio Business Credit Solutions of Ohio, LLC filed a petition for Chapter 11 protection (Bankr. N.D. Ohio Case No. 21-61251) on Sept. 26, 2021, listing under $1 million in both assets and liabilities. Judge Russ Kendig oversees the case. Steven J. Heimberger, Esq., at Roderick Linton Belfance, LLP represents the Debtor as legal counsel. BV GLENDORA: Plesniks Retain Their Lien in 100% Plan ---------------------------------------------------- BV Glendora LLC, a Colorado limited liability company the, submitted its reply to the opposition to its First Amended Disclosure Statement Describing its First Amended Chapter 11 Plan. Despite the impact that the COVID 19 pandemic has had on the Debtor's ability to complete its real estate project, the Debtor's First Amended Disclosure Statement describes a chapter 11 plan that pays all creditors in full, and discloses how the Debtor shall finance and complete its project. The Debtor now absorbs the full impact of the COVID 19 pandemic and if it is unsuccessful in its efforts, the Plesniks receive their collateral back, with less senior secured debt. The Plesniks received $1,000,000 on the eve of the pandemic and through the plan retain their lien on collateral unimpaired: their continued arguments of bad faith are disingenuous. The principal remaining issue (whether or not the Plan has a reasonable probability of success), is a confirmation issue that should be subjected to discovery and determined at the time of confirmation trial. BV Glendora points out that under the Plan, the Plesniks retain their lien against the Debtor's property and receive an appropriate rate of interest. Deferral of principal payments to a pre-Petition mortgage holder is not a new concept. In the unlikely event that the Glendora Property has no increase in value over time, the Plesniks' equity increases during the life of the Plan as the Debtor pays, and therefore decreases, senior liens. Therefore, if Cadence ceases to fund the loan, the Plesniks receive Glendora Property back, in an improved position based on the above payments. BV Glendora further points out that the Plesniks statement that the Debtor lacks a source of funding is simply incorrect, the Debtor has provided a bank statement of its lender evidencing that funds are in fact available to support the Plan. The Plesniks concern with the payment of pre and post-Petition unsecured debt is a red herring. Through the Plan, all of the Debtor's claims shall be paid in full and the Debtor does not need a general unsecured impaired consenting class to confirm its plan. BV Glendora assertst that the Plesniks statements about the Debtor's improvement costs and budgets are inaccurate – the Disclosure Statement clearly indicates that prospective tenants shall pay tenant improvement costs. In the meantime, the Plesniks secured position is improved by payment of property taxes and the senior secured claim of Glendora Plaza Co., by Cadence, whose financing claims are junior to the Plesniks. And if the funding stops, the Plesniks reclaim their collateral. Chapter 11 Counsel for the Debtor: Jeffrey S. Shinbrot, Esq. JEFFREY S. SHINBROT, APLC 15260 Ventura Blvd., Suite 1200 Sherman Oaks, CA 91403 Telephone: (310) 659-5444 Fax: (310) 878-8304 jeffrey@shinbrotfirm.com About BV Glendora BV Glendora, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-11627) on March 1, 2021. David B. Runberg, chief financial officer, signed the petition. In the petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Sheri Bluebond oversees the case. Jeffrey S. Shinbrot, APLC, is the Debtor's legal counsel. CAMBRIAN HOLDING: Court Clears Termination of Hazard Coal Lease --------------------------------------------------------------- The United States District Court for the Eastern District of Kentucky, Southern Division, London, issued a Memorandum Opinion and Order dated Sept. 30, 2021, a full-text copy of which is available at https://is.gd/zgx9uy from Leagle.com granting Hazard Coal Corporation's Motion for Summary Judgment on the lease termination issue in the case captioned HAZARD COAL CORPORATION, Plaintiff, v. AMERICAN RESOURCES CORPORATION, et al., Defendants, Civil Action No. 6:20-CV-010-CHB (E.D. Ky.). On December 1, 1981, Hazard Coal, acting as lessor, and Whitaker Coal Corporation, acting as lessee, entered into a Lease Agreement. At some point, Perry County Coal, LLC, assumed Whitaker Coal Corporation's interest in the Lease. Pursuant to the Lease, Perry County Coal was permitted to mine coal from Hazard Coal's Perry County property, as well as transport coal over that property. As lessee, Perry County Coal was required to pay certain fees and royalties. On February 1, 2019, Hazard Coal notified Perry County Coal's parent company, Cambrian Holding Company, Inc., that Perry County Coal owed $27,656.04 for wheelage fees from April 2018 through December 2018. Hazard Coal also demanded $100,000 for Perry County Coal's 2019 annual minimum royalty obligation. The issue before the District Court is whether the Defendants breached the Lease in 2020 by failing to pay the 2019 royalties in full, thereby resulting in termination of the Lease. On this specific issue, Hazard Coal argued that the correct annual minimum royalty payment for 2019 (due in 2020) was $100,000 under Section 6 of the Lease, and the Defendants therefore breached the Lease by tendering only $50,000. In response, the Defendants argued that the correct annual minimum royalty payment for 2019 was $50,000, due to the depletion of the coal reserves, as set forth in Section 6 of the Lease. The Defendants further argued that, even if Hazard Coal correctly calculated the 2019 royalties, termination is inappropriate because it tendered a timely payment in good faith, prior to any loss or substantial damage to Hazard Coal. The District Court, having reviewed the evidence of record, found no genuine dispute of material fact with respect to the specific lease termination issue. The Court pointed out that the evidence of record demonstrates that ARC breached the Lease by failing to timely pay the full 2019 annual minimum royalty payment when it became due in 2020. After receiving written notice of its breach and Hazard Coal's intention to terminate the Lease, ARC failed to cure its breach. Under the facts of this case and the express provisions of the Lease, termination of the Lease is appropriate, the Court held. About Cambrian Holding Belcher, Kentucky-based Cambrian Holding Company, Inc., and its subsidiaries produce and process metallurgical coal and thermal coal for use by utility providers and industrial companies located primarily in the eastern United States and Canada. The company began operations in 1991 and, over time, acquired various mines and mining-related assets from major coal corporations. Cambrian Holding Company and 18 of its affiliates each filed a petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. At the time of the filing, Cambrian Holding Company had estimated assets and liabilities of less than $50,000. Judge Gregory R. Schaaf oversees the cases. The Debtors tapped Frost Brown Todd, LLC as bankruptcy counsel; Whiteford, Taylor & Preston, LLP as litigation counsel; Jefferies, LLC as investment banker; and FTI Consulting, Inc., as financial advisor. Epiq Corporate Restructuring, LLC, is the notice, claims and solicitation agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on June 26, 2019. The committee tapped Foley & Lardner, LLP as legal counsel; Barber Law PLLC as local counsel; and B. Riley FBR, Inc. as financial advisor. CE INTERMEDIATE I: Moody's Assigns B3 CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating to CE Intermediate I, LLC, an indirect wholly-owned subsidiary of Clubessential Holdings, LLC ("CEH"), and B3 ratings to the company's first lien credit facilities comprising a $30 million revolver and $300 million of term loans. The ratings outlook is stable. Concurrent with the financing transactions, Silver Lake will acquire a significant minority interest in CEH while existing owner Battery Ventures will maintain a majority stake while contributing a small new equity investment. The acquisition of the minority interest is subject to regulatory review and is expected to close in 4Q 2021. Assignments: Issuer: CE Intermediate I, LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured 1st Lien Revolving Credit Facility, Assigned B3 (LGD4) Senior Secured 1st Lien Term Loan, Assigned B3 (LGD4) Outlook Actions: Issuer: CE Intermediate I, LLC Outlook, Assigned Stable RATINGS RATIONALE The B3 CFR reflects CEH's small operating scale, limited history of operating at or near its current scale, and Moody's expectations for continuation of a highly acquisitive growth strategy. The risks are tempered by revenue diversification from CEH's six brands that address different market niches and the approximately 90% of revenues that are derived from recurring subscription services and transactions-based payments processing services. CEH benefits from the relatively low penetration of software applications in its target markets. The potential to cross-sell payments processing services in the installed base represents a large incremental growth opportunity. CEH's front- and back-office software products and integrated payments services, where applicable, result in high stickiness of its offerings that is evidenced in their high renewal rates. Moody's expects CEH's revenue growth to exceed the mid-teens percentages (pro forma for acquired businesses), albeit on a very small revenue base, over the next 12 to 18 months. The company's strong adjusted EBITDA margins and high EBITDA to free cash flow conversion support Moody's expectations for free cash flow of over 10% of Moody's adjusted total debt. If debt does not increase, Moody's expects total debt to EBITDA (Moody's adjusted) to decline to below 5x in 2022. has good liquidity comprising an expected cash balance of about $95 million at the close of the financing transactions, a $30 million undrawn revolving credit facility and Moody's estimates of at least $30 million in free cash flow in 2022. Moody's expects CEH's financial policy under the ownership of financial sponsors to favor shareholders. Furthermore, Moody's expect that CEH will continue to be a consolidator of software and technology assets targeting the clubs, fitness, sports, recreation and related verticals, which increases the risk of periodic leveraging. The proposed credit agreement permits flexibility to increase debt. The stable ratings outlook reflects Moody's expectations that CEH will maintain good liquidity and generate over 15% revenue growth in 2022 and free cash flow of over 10% of total debt. Moody's further expects total debt to EBITDA (Moody's adjusted) to decline to about 5x by the end of 2022. The proposed credit facilities are expected to provide ample flexibility that if utilized could negatively impact creditors. The borrower will have the flexibility to raise incremental first lien debt and junior debt subject to net leverage ratio tests and other conditions. The term loans are not expected to include a financial maintenance test but if revolver utilization exceeds 40%, the borrowings will be subject to a net first lien leverage ratio test with ample flexibility. The borrowings under the credit facilities will be guaranteed by the material domestic subsidiaries of the borrower. Clubessential Holdings, LLC will not guarantee the credit facilities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the modest scale of CEH's revenues and free cash flow, a near term upgrade is unlikely. Moody's could upgrade CEH's ratings over time if the company generates strong revenue and operating cash flow growth and establishes a track record of balanced financial policies with an expectation that financial leverage will remain below 5x. Conversely, the ratings could be downgraded if revenue growth is weak, free cash flow does not materialize, or liquidity weakens. Clubessential Holdings, LLC, through its subsidiaries provides software as a service and payments processing services to member-based organizations such as country clubs, golf courses, fitness studios and gyms, government-operated parks and recreation facilities. The company is currently majority owned by affiliates of Battery Ventures. The principal methodology used in these ratings was Software Industry published in August 2018. CHATHAM GRAVEL: Seeks Approval to Hire Sasser Law Firm as Counsel ----------------------------------------------------------------- Chatham Gravel Driveway & Repair, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Sasser Law Firm to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor of its powers and duties, the continued operation of its business and management of its property; (b) preparing and filing monthly reports, plan of reorganization and disclosure statement; (c) preparing legal papers; (d) performing all other legal services for the Debtor until and through the case's confirmation, dismissal or conversion; (e) undertaking necessary action, if any, to avoid liens against the Debtor's property obtained by creditors and recover preferential payments within 90 days of the Debtor's bankruptcy filing; (f) performing a search of public records to locate liens and assess validity; and (g) representing the Debtor at court hearings and any 2004 examination. The firm will be paid at the rate of $350 per hour. Travis Sasser, Esq., at Sasser Law Firm, disclosed in court filings that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Travis Sasser, Esq. Sasser Law Firm 2000 Regency Parkway, Suite 230 Cary, NC 27518 Telephone: (919) 319-7400 Facsimile: (919) 657-7400 Email: tsasser@carybankruptcy.com About Chatham Gravel Driveway & Repair Chatham Gravel Driveway & Repair, LLC filed a petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 21-02225) on Oct. 5, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Judge Joseph N. Callaway oversees the case. Travis Sasser, Esq., at Sasser Law Firm represents the Debtor as legal counsel. CHICAGO PARK: Moody's Withdraws Ba1 GOULT Rating ------------------------------------------------ Moody's Investors Service has withdrawn the Chicago Park District, IL's Ba1 general obligation unlimited tax (GOULT) and general obligation limited tax (GOLT) ratings for business reasons. The action applies to $159 million in rated debt as of the district's fiscal year that ended on December 31, 2020. RATINGS RATIONALE Moody's has decided to withdraw the ratings for business reasons. LEGAL SECURITY Debt service on outstanding GOULT bonds is secured by the district's full faith and credit pledge and authorization to levy property taxes unlimited as to both rate and amount. The district has also pledged certain alternate revenue to repayment of certain GOULT bonds. The levy can be abated if the district determines that sufficient legally available revenues from other sources have been collected. The Chicago Park District's (CPD's) outstanding GOLT DSEB bonds are secured by the authorization to levy a dedicated property tax unlimited as to rate but limited by the amount of the district's debt service extension base and any funds legally available for such purpose. PROFILE The CPD was created in 1934 by the Park Consolidation Act. The district is coterminous with the City of Chicago and is the largest municipal park manager in the nation. CLEANSPARK INC: Uses Bitcoin to Fund 4,500 Newest Generation Miners ------------------------------------------------------------------- CleanSpark, Inc. purchased 4,500 units of the Antminer S19 bitcoin (BTC) mining machine. The purchase was partially funded through a portion of the Company's BTC holdings. Delivery of the machines are scheduled to start next month and be completed by July 2022. CleanSpark estimates that its sustainable bitcoin mining capacity will increase by a computing power of 450 PH/s, equivalent to almost 45% of the Company's current capacity, after the purchased machines are fully operational. The Company expects to have the data center space for the machines ready to plug and play before each consecutive delivery. The Company currently operates over 10,000 miners. The total number of miners slated for delivery over the next 12 months is now 24,580. In line with the interests of its shareholders, by selling some of its bitcoin, CleanSpark is converting a portion of its BTC holdings into bitcoin miners to increase revenues. CleanSpark believes that the value of digital currencies such as Bitcoin stems from their usefulness as a medium of exchange. By investing a portion of its mined bitcoins to buy additional miners, the Company aims to put those bitcoins back into circulation. The Company also intends to continue its holding strategy. "By making a conscious effort to reinvest in additional production, we are taking a market-based approach to our mining operations and maximizing value for our shareholders. We understand that using our bitcoin to support our operations and expansion is a paradigm shift for the digital currency mining industry in North America," said Zach Bradford, CEO of CleanSpark. "We hope to continue to lead the market with these bold moves." Earlier in August, CleanSpark announced the purchase of a former Sprint/Nextel datacenter in Norcross, Georgia, to start a new mining operation that is expected to be 100% net carbon-neutral, achieved by participating in Georgia's Simple Solar program. CleanSpark directly owns and operates facilities in Norcross and College Park, Georgia, that will bring a combined 65MW with a focus on clean and sustainable energy as it keeps ESG at the forefront of all its efforts. About CleanSpark Headquartered in Bountiful, Utah, CleanSpark, Inc. -- www.cleanspark.com -- is an energy technology and clean Bitcoin mining Company that is focused on solving modern energy challenges. The Company and its subsidiaries also own and operate a fleet of Bitcoin miners at its facilities outside of Atlanta, Georgia. CleanSpark reported a net loss of $23.35 million for the year ended Sept. 30, 2020, a net loss of $26.12 million for the year ended Sept. 30, 2019, and a net loss of $47.01 million for the year ended Sept. 30, 2018. As of June 30, 2021, the Company had $297.49 million in total assets, $15.69 million in total liabilities, and $281.80 million in total stockholders' equity. CLEVELAND-CLIFFS INC: Ferrous Deal No Impact on Moody's Ba3 CFR --------------------------------------------------------------- Moody's Investors Service noted that Cleveland-Cliffs Inc.'s (Cliffs) acquisition of Ferrous Processing and Trading Company for $775 million will not impact the company's ratings including its Ba3 corporate family rating or its positive ratings outlook. Cliffs announced on October 11 that it entered into a definitive agreement to acquire Ferrous Processing and Trading Company (FPT) for $775 million. FPT is based in Detroit and operates 22 scrap processing facilities, with approximately 90% of revenues originating from its Midwest locations. It is among the largest processors and distributors of prime ferrous scrap in the US, representing approximately 15% of the domestic merchant prime scrap market. It processes about three million tons of scrap per year and approximately half of those tons are prime grade. For the trailing twelve months ended August 2021, FPT generated EBITDA of approximately $100 million. This acquisition appears to be a good strategic fit since it secures an internal scrap supply, expands the company's portfolio of high-quality ferrous raw materials, allows it to optimize productivity at its existing EAFs and BOFs and furthers its commitment to lower-carbon intensity steelmaking with a cleaner raw materials mix. The deal will also be accretive to earnings assuming the company funds it with a portion of its cash balance and low-cost borrowings on its $3.5 billion asset-based lending facility. Cliffs operating performance has materially strengthened in 2021 due to a strong recovery in steel demand and a surge in steel prices, along with the addition of the acquired ArcelorMittal assets. Cliffs reported adjusted EBITDA of about $1.9 billion in 1H21 and guided to another $1.8 billion in the third quarter. Therefore, it is likely to generate about $5.5 billion - $6.0 billion in adjusted EBITDA in 2021 since hot rolled coil (HRC) prices have steadily risen to a record high of about $1,950 per ton in October 2021. Cliffs has also benefited from historically high iron ore prices during the first eight months of the year since it sells its excess iron ore to third parties. The impact from the recent price plunge will be limited since it consumes most of its iron ore internally at its own steel mills. Moody's anticipate that steel demand will ebb once inventories are replenished, and supply will ramp up as new capacity comes online and for the worldwide supply/demand imbalance to return and for hot rolled coil prices to gradually decline. Nevertheless, steel prices are likely to remain at an elevated historical level with industry consolidation improving competitive dynamics and decarbonization efforts leading to higher costs. Even if steel prices return to a more normalized historical level, Cliffs will be able to materially reduce its outstanding debt and strengthen its liquidity position over the next 12 to 18 months. Cliffs only paid down a modest amount of debt in 1H21 and has instead chosen to use its strong free cash flow to redeem its outstanding Series B Participating Redeemable Preferred Stock for approximately $1.2 billion and to fund the acquisition of Ferrous Processing and Trading. This will result in a slower than previously anticipated deleveraging, but has eliminated the risk of paying high preferred dividends beginning in December 2022. In addition, Moody's anticipate the company will start to pay down its ABL borrowings ($1.67 billion as of 6/30/21) and further reduce debt in 2022 when a few of its debt issues become callable. Even if it maintains $1 billion in borrowings on the ABL, its adjusted leverage ratio (debt/EBITDA) will only be around 1.25x and its interest coverage (EBIT/Interest) about 8.5x as of December 2021. These metrics will be strong for the Ba3 corporate family rating, but are expected to return to a level more commensurate with its rating when steel prices and metal spreads decline towards more normalized historical levels. Cliffs ratings could be considered for an upgrade if steel prices and metal spreads remain above historical averages and the company demonstrates a clearly defined and more conservative financial policy and pursues further debt reduction. Quantitatively, if Cliffs sustains a leverage ratio of no more than 3.0x and CFO less dividends in excess of 30% of its outstanding debt through varying steel price points, then its ratings could be positively impacted. Headquartered in Cleveland, Ohio, Cleveland-Cliffs Inc. is the largest iron ore and flat-rolled steel producer in North America with approximately 28.0 million equity tons of annual iron ore capacity and about 22.5 million tons of crude steel capacity. For the twelve months ended June 30, 2021 Cliffs had revenues of $13.0 billion. CONNOR FOREST: To Streamline Business Post-Confirmation ------------------------------------------------------- Connor Forest Management LLC filed a First Amended Plan of Reorganization dated Oct. 1, 2021. The goal of the Debtor's reorganization is to reset the payments due to secured creditors where significant defaults had occurred and to streamline its business model. Already prepetition, the Debtor's full-time workforce was cut in half and excess land and machinery had been sold. This process continues, says the Debtor. The Plan envisions the use of continuing cash flow to fund its payments. The financial projections show that the Debtor will have projected disposable income of $22,299 for the period described in Section 1191(c)(2) of the Bankruptcy Code. Section 1191(c)(2) "... provides that all of the projected disposable income of the debtor to be received in the three-year period, or such longer period not to exceed 5 years as the court may fix...will be applied to make payments under the plan; or the value of the property to be distributed under the plan in the three-year period, or such longer period not to exceed 5 years...is not less than the projected disposable income of the debtor." Class 1 consists of all allowed claims entitled to priority under Section 507(a) of the Bankruptcy Code, except administrative expenses under Section 507(a)(2) and priority tax claims under Section 507(a)(8). The Plan, from Classes 2 to 8, provides for seven classes of secured claims of: Compeer, FLCA; Compeer, PCA; Commercial Credit Group, Inc.; Forest County, Wisconsin; Americredit Financial Services, Inc., d/b/a GM Financial; the Wisconsin Department of Revenue; and Laona State Bank, which are all impaired under the Plan. Class 3 Compeer, PCA secured claim will be paid over 15 years at $4,585 per month. Class 4 Commercial Credit Group allowed secured claim for $483,043 will be paid over eight years at $6,115 per month. The Debtor shall apply to the Class 4 Claim the sale proceeds of a Ponsee Ergo machine, which it expects to sell for $375,000, if and when it sells said machine, and the claim balance shall be reamortized over the same amortization period and interest as called for in the Plan. Class 8 Laona State Bank allowed secured claim, which according to the Debtor is secured only for $901,493, shall be paid over 15 years at $7,129 per month. The rest of the secured claims shall be paid based on an amortization over three years. Class 9 consisting of all non-priority unsecured claim, shall be paid a pro rata distribution of $2,285 monthly for two years beginning on the third anniversary of the Plan confirmation. Class 9 Claims shall share pro rata of $4,470 for three additional years. The remaining balance shall be discharged. Holders of Class 10 equity interests of the Debtor shall retain their membership interests and shall remain in management of the Debtor but no payments hall be made on account of such interests until all obligations to Class 9 creditors are have been paid. The Final Plan payment is expected to be paid 15 years after the confirmation date. The Debtor, on Oct. 6, 2021, filed the Amended Plan with attachments, a copy of which is available for free at https://bit.ly/3iMlP5y from PacerMonitor.com. About Connor Forest Management Laona, Wisc.-based Connor Forest Management LLC is a privately held company in the timber business. It also offers other services such as trucking, land clearing, logging services, excavation and firewood delivery. Connor Forest Management filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 21-23637) on June 25, 2021. Robert Connor, owner, signed the petition. In the petition, the Debtor disclosed total assets of $2,212,324 and total liabilities of $4,373,227. Judge Katherine M. Perhach oversees the case. George B. Goyke, Esq., at Goyke & Tillisch, LLP, serves as the Debtor's legal counsel. CONNOR FOREST: Unsecured Creditors Will Get 15% in Plan ------------------------------------------------------- Connor Forest Management LLC submitted a First Amended Plan of Reorganization. The Plan of Reorganization under chapter 11 of the Bankruptcy Code proposed to pay creditors of Connor Forest Management, LLC from a variety of sources. First, even since the date of filing the Petition, certain assets have been liquidated to adjust the size of the operations, with the proceeds used primarily to pay the claims of the two Compeer creditors involved in this case. A recent development was the offer on a piece of machinery the Debtor owns that could reduce outstanding indebtedness by up to another $375,000. This sale would be by separate motion to approve and is outside the scope of this Plan. In addition, business operations shall continue, with a greater emphasis on the clearing of rights of way than had been available in past practice. The Plan envisions the use of continuing cash flow to fund its payments. Filed non-priority unsecured claims and the undersecured portion of claims filed as secured are in the amount of $1,426,650. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 15 cents on the dollar, or a total of $215,754. Attorney for the Debtor: George B. Goyke GOYKE & TILLISCH, LLP 2100 Stewart Avenue, Suite 140 Wausau, WI 54401 (715) 849-81 00 goyke@grandlawyers.com A copy of the Disclosure Statement dated October 6, 2021, is available at https://bit.ly/3FoAkGp from PacerMonitor.com. About Connor Forest Management Laona, Wisc.-based Connor Forest Management LLC is a privately held company in the timber business. It also offers other services such as trucking, land clearing, logging services, excavation and firewood delivery. Connor Forest Management filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 21-23637) on June 25, 2021. Robert Connor, owner, signed the petition. In the petition, the Debtor disclosed total assets of $2,212,324 and total liabilities of $4,373,227. Judge Katherine M. Perhach oversees the case. George B. Goyke, Esq., at Goyke & Tillisch, LLP, serves as the Debtor's legal counsel. CONSOLIDATED FREIGHTWAYS: Hayward Property's Suit Untimely ---------------------------------------------------------- Hayward Property LLC brought an action for breach of contract and negligence against Commonwealth Land Title Insurance Company. The action involves a policy of title insurance that the Defendant issued to the Plaintiff for its property located at 2256 Claremont Court, in Hayward, California. The parties filed cross-motions for summary judgment or partial summary judgment. The United States District Court for the Northern District of California, Oakland Division, granted the Defendant's motion for summary judgment and denied the Plaintiff's motion for partial summary judgment. According to the Court, the Defendant has shown that the Plaintiff discovered the alleged title defect in 2003, when it received the Assessor's Letter and unrecorded corrective deed. Because the Plaintiff took no action until 2016, its claim for breach of the Policy is untimely, the Court held. A full-text copy of the Order dated Sept. 30, 2021, is available at https://is.gd/AeCiak from Leagle.com. The case is HAYWARD PROPERTY, LLC, a Michigan Limited Liability Corporation, Plaintiff, v. COMMONWEALTH LAND TITLE INSURANCE COMPANY, a Florida Corporation, Defendant, Case No. 17-cv-06177 SBA (N.D. Calif.). About Consolidated Freightways Headquartered in Vancouver, Washington, Consolidated Freightways Corporation was comprised of national less-than-truckload carrier Consolidated Freightways, third party logistics provider Redwood Systems, Canadian Freightways LTD, Grupo Consolidated Freightways in Mexico and CF AirFreight, an air freight forwarder. Consolidated Freightways was a transportation company primarily providing LTL freight transportation throughout North America using its system of 300 terminals and over 18,000 employees. The Company and its debtor-affiliates filed for chapter 11 protection on Sept. 3, 2002 (Bankr. C.D. Cal. Case No. 02-24284). Michael S. Lurey, Esq., at Latham & Watkins LLP, represented the Debtors. When the Debtors filed for bankruptcy, they listed $783,573,000 in total assets and $791,559,000 in total debt. The Bankruptcy Court confirmed the Debtors' Amended Consolidated Plan of Liquidation on Nov. 18, 2004. COSMOS HOLDINGS: Board Allowed to Okay Issuance of Preferred Stock ------------------------------------------------------------------ On and effective Oct. 4, 2021, Cosmos Holdings Inc. amended and restated its articles of incorporation and filed a certificate of designation for its Series A Preferred Stock with the state of Nevada. The Amended and Restated Articles give the Company's Board of Directors the authority to authorize the issuance of preferred stock from time to time in one or more classes or series by resolution. The Series A Preferred Stock is convertible into the Company's Common Stock as determined by multiplying the number of shares of Series A Preferred Stock to be converted by the lower of (i) $4.00 or (ii) 80% of the average volume weighted average price for the Company's Common Stock for the five days prior to the date of Uplisting, subject to a floor of $3.00. The holders of the Series A Preferred Stock are not entitled to dividends or to receive distributions in the event of liquidation, dissolution or winding up of the Company, either voluntary or involuntary. On Sept. 17, 2021, the Company entered into a securities purchase agreement whereby the Company will issue 5,000,000 shares of the Series A Preferred Stock to an accredited investor for a purchase price of $5,000,000 at closing. About Cosmos Holdings Cosmos Holdings Inc. is a multinational pharmaceutical wholesaler. The Company imports, exports and distributes pharmaceutical products of brand-name and generic pharmaceuticals, over-the-counter (OTC) medicines, and a variety of dietary and vitamin supplements. Currently, the Company distributes products mainly in the EU countries via its two wholly owned subsidiaries SkyPharm SA, Decahedron Ltd. and (iii) Cosmofarm. Cosmos Holdings reported net income of $820,786 for the year ended Dec. 31, 2020, compared to a net loss of $3.30 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $45.16 million in total assets, $44.77 million in total liabilities, and $384,548 in total stockholders' equity. San Francisco, California-based Armanino LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations and has a net accumulated deficit that raises substantial doubt about its ability to continue as a going concern. CROSS COUNTRY: Parties Defer Disclosures Hearing to Nov. 30 ----------------------------------------------------------- Judge Martin R Barash has entered an order approving a stipulation to extend deadline to file an Amended Disclosure Statement and an Amended Plan of Reorganization of Cross Country Holdings Partnership, AGP. The deadline for Cross Country Holdings Partnership to file and serve its Amended Disclosure Statement and Amended Plan of Reorganization is extended from Sept. 29, 2021, to Oct. 14, 2021. The hearing to consider the adequacy of the Amended Disclosure Statement is continued from Nov. 10, 2021, at 1:30 p.m. to Nov. 30, 2021, at 1:30 p.m., in Courtroom 303 of the United States Bankruptcy Court for the Central District of California, 21041 Burbank Boulevard, Woodland Hills, California 91367. Any objections to the Amended Disclosure Statement must be filed and served by Nov. 16, 2021. The Debtor will file and serve a notice of hearing to consider the adequacy of the amended disclosure statement, and notice of the new deadline to file and serve any objections to the amended disclosure statement, by Oct. 14, 2021. General Insolvency Counsel for the Debtor: Raymond H. Aver LAW OFFICES OF RAYMOND H. AVER A Professional Corporation 10801 National Boulevard, Suite 100 Los Angeles, California 90064 Telephone: (310) 571-3511 E-mail: ray@averlaw.com About Cross Country Holdings Partnership Cross Country Holdings Partnership, AGP, filed a voluntary petition for reorganization under chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11365) on Aug. 3, 2020, disclosing $1,000,001 to $10 million in both assets and liabilities. The Debtor is represented by Raymond H. Aver, Esq. at Law Offices Of Raymond H. Aver. CROWN JEWEL: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Crown Jewel Properties, LLC 1860 Obispo Avenue Suite F Signal Hill, CA 90755 Business Description: Crown Jewel Properties, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 12, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-17872 Judge: Hon. Neil W. Bason Debtor's Counsel: Douglas M. Neistat, Esq. G&B LAW, LLP 16000 Ventura Boulevard Suite 1000 Encino, CA 91436 Tel: 818-382-6200 Fax: 818-986-6534 Email: dneistat@gblawllp.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by James Eleopoulos as managing member. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AGFF7AI/Crown_Jewel_Properties_LLC__cacbke-21-17872__0001.0.pdf?mcid=tGE4TAMA DESOTO OWNERS: To Auction DeSoto Square Mall After Bankruptcy ------------------------------------------------------------- Catalyst reports that the 569,6750 square-foot DeSoto Square Mall in Bradenton will be auctioned following a bankruptcy. The mall on 57.86 acres at 303 301 Blvd. West. A bid deposit of $1 million will be required by Oct. 12, 2021 to participate in the auction. In September 2020, the prior owners filed for Chapter 11 bankruptcy protection and the mall officially closed its doors in April 2021. Hudson's Furniture currently occupies one of the large anchor spaces, according to the listing. About Desoto Owners Desoto Owners LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), owning a real property commonly known as the Desoto Square Mall, which is located at 303 301 Blvd W., Bradenton, Fla. and is situated on a 58-acre parcel of land. Desoto Owners LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20- 43387) on Sep. 22, 2020. The petition was signed by Moshe Fridman, chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Isaac Nutovic, Esq., at Nutovic & Associates, represents the Debtor. DIOCESE OF CAMDEN: To Offer $26 Mil. for Clergy Sex Abuse Survivors ------------------------------------------------------------------- Jim Walsh of Cherry Hill Courier-Post reports that the Diocese of Camden wants a federal bankruptcy judge to approve a plan that offers $26 million to about 300 victims of alleged clergy sex abuse. But the diocese acknowledged opposition to its proposal, which could rise to about $40 million "if survivors choose to accept tax-free payments over seven years." It asserted a committee representing survivors has offered "no reasonable" proposals after hundreds of hours in mediation with the diocese. "The point has been reached where survivors should have the choice to accept compensation now," the diocese said in a statement Monday evening. The diocese on Tuesday, Oct. 12, 2021, is to file a reorganization plan with the U.S. Bankruptcy Court in Camden, where it filed for Chapter 11 protection from creditors a little more than a year ago. The Diocese of Camden wants a bankruptcy judge's approval for a plan that would offer $26 million to $40 million for victims of clergy sex abuse. In filing for Chapter Ii protection, the diocese cited the financial impact of both clergy sex abuse claims and the COVID-19 pandemic. "This has forced many austerity measures, including layoffs," Monday's statement said. The diocese, which serves about 486,000 Catholics in six South Jersey counties, previously proposed a reorganization plan in December 2020 with a $10 million fund for survivors. That plan was rejected earlier this year by U.S. Bankruptcy Judge Jerrold Poslusny in Camden. An attorney for about 70 claimants blasted the new proposal Monday night. "Their offer is draconian and is an insult that revictimizes the survivors," said John Baldante, a lawyer with offices in Haddonfield and Philadelphia. The diocese said its new plan "ensures that abuse survivors will see financial payment as soon as possible, ideally, as soon as later this year.” The statement noted the diocese has spent more than $7 million on legal fees tied to the bankruptcy filing, and asserted "continued delays will only further exhaust" its funds. It also said most of the claims filed with the bankruptcy court "date back decades" and argued "providing money to survivors now is necessary and appropriate." The diocese also contended payments under the reorganization plan would be "substantial and consistent" with amounts provided previously to other survivors. The diocese said it paid $8 million two years ago to settle 71 claims through the Independent Victim Compensation Program, a process created by the state's five Catholic dioceses. Those claims averaged about $112,500, the statement said. With the new proposal, average payments for each of 300 claimants would be about $88,600 under the $26 million offer and $133,000 under the $40 million proposal. The diocese also paid $11 million to additional victims of clergy sex abuse from the mid-1990s to the late 2010s. "It is important to note that the last reported incident of priest abuse of a minor occurred in the mid-1990s," the statement said. About The Diocese of Camden The Diocese of Camden, New Jersey is a non-profit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. It is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese serves about 486,000 Catholics in six South Jersey counties. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. Reverend Robert E. Hughes, vicar general and vice president, signed the petition. [joIn the petition, the Debtor disclosed total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. The Debtor tapped McManimon, Scotland & Baumann, LLC as its bankruptcy counsel, Eisneramper, LLP as financial advisor, Cooper Levenson P.A. and Duane Morris LLP as special counsel. Prime Clerk LLC is the Debtor's claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured trade creditors in the Debtor's Chapter 11 case. The committee is represented by Porzio, Bromberg & Newman, P.C. DITECH HOLDING: Court Disallows Obert's $148,000 Claim ------------------------------------------------------ The United States Bankruptcy Court for the Southern District of New York issued a Memorandum Decision and Order sustaining the 15th Omnibus Objection (No Basis Consumer Creditor Claims) with respect to the claim of Alton W. Obert. Suzanne E. Roberts filed Proof of Claim No. 1998 against Reverse Mortgage Solutions, Inc., on behalf of her now deceased father, Alton W. Obert. The Claim was in the sum of $148,868.64 and consists of a secured claim ($133,450.17), and an unsecured priority claim ($15,418.47). The focus of the Claim is on the alleged unfairness of the origination of an Adjustable Rate Home Equity Conversion Loan Agreement (the "Reverse Mortgage") Mr. Obert entered into with Urban Financial Group, Inc. In their objection, the Plan Administrator and the Consumer Claims Representative seek to disallow and expunge the Claim on the grounds that it fails to state a claim for relief against RMS. Pursuant to the Claims Procedures Order, the Court conducted a Sufficiency Hearing on the Claim, at which time counsel for the Estate Representatives and Ms. Roberts were heard by the Court. The legal standard of review at a Sufficiency Hearing is equivalent to the standard applied to a motion to dismiss a complaint for failure to state a claim upon which relief may be granted under Rule 12(b)(6) of the Federal Rules of Civil Procedure. Accepting all factual allegations asserted by the Claimant in support of the Claim as true, drawing all reasonable inferences in the Claimant's favor, and interpreting the Claim and the Response to raise the strongest arguments that they suggest, the Bankruptcy Court found that the Claim fails to state a plausible claim for relief against RMS. The Court pointed out that RMS is not affiliated with Urban, and Ms. Roberts has not alleged grounds for holding RMS accountable for Urban's wrongdoing in originating the Reverse Mortgage. Accordingly, the Court sustained the Objection and disallowed and expunged the Claim. A full-text copy of the Decision dated Oct. 1, 2021, is available at https://is.gd/oZNcv4 from Leagle.com. WEIL, GOTSHAL & MANGES LLP, By: Ray C. Schrock, P.C., Esq. -- ray.schrock@weil.com -- Richard W. Slack, Esq. -- richard.slack@weil.com -- Sunny Singh, Esq. -- sunny.singh@weil.com -- New York, New York, Attorneys for the Plan Administrator. JENNER & BLOCK LLP, By: Richard Levin, Esq. -- rlevin@jenner.com -- New York, NY, Attorneys for the Consumer Claims Representative. Ms. Suzanne Roberts, Pendleton, OR, Appearing Pro Se. About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D. N.Y. Lead Case No. 19 10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC served as claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. served as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. On Sept. 26, 2019, the Bankruptcy Court confirmed Ditech's Chapter 11 bankruptcy plan, which became effective four days later. DITECH HOLDING: J. Beekman's Renewed Bid to Amend Claim Denied -------------------------------------------------------------- The United States Bankruptcy Court for the Southern District of New York issued a Memorandum Decision and Order denying the renewed motions for rehearing and for leave to amend filed by James Beekman. Mr. Beekman filed Proof of Claim No. 24609 against Ditech Holding Corporation. On February 9, 2021, the Court sustained the objection to the Claim jointly filed by Estate Representatives and expunged and disallowed the Claim. In response to that decision, the Claimant filed a Request for Leave to Amend the Claim and a Motion for Rehearing of the Beekman Decision and Order, which were both denied by the Court. The Claimant filed the renewed motions. According to the Court, the Renewed Motion for Rehearing is based on the same facts alleged in support of the Motion for Rehearing, which was denied. The Claimant has not demonstrated that the Court overlooked controlling decisions or data that might reasonably be expected to alter its conclusion that the Claim should be disallowed and expunged, the Court held, and pointed out that the facts he alleges do not state claims against Ditech under the Florida Statute. A full-text copy of the Decision dated Oct. 4, 2021, is available at https://is.gd/5MWyJa from Leagle.com. WEIL, GOTSHAL & MANGES, LLP By: Ray C. Schrock, P.C. Sunny Singh, Esq., Richard W. Slack, Esq., New York, New York, Attorneys for Plan Administrator JENNER & BLOCK LLP By: Richard Levin, Esq., Mr. James Beekman Appearing Pro Se New York, NY, Attorneys for the Consumer Claims Representative West Palm Beach, FL. About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D. N.Y. Lead Case No. 19 10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC served as claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. served as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. On Sept. 26, 2019, the Bankruptcy Court confirmed Ditech's Chapter 11 bankruptcy plan, which became effective four days later. DUNTOV MOTOR: Seeks to Hire Hahn Law Firm as Special Counsel ------------------------------------------------------------ Duntov Motor Company, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Hahn Law Firm, P.C. as its special litigation counsel. The Debtor requires legal assistance in an adversary proceeding (Case No. 21-04030) involving Franck Radenne and two other creditors. The firm's hourly rates are as follows: Derrick Hahn Attorney $350 per hour Corey Herrick Attorney $250 per hour Matthew Hahn Attorney $200 per hour Christopher Hahn Paralegal $120 per hour As disclosed in court filings, Hahn Law Firm does not represent material interest adverse to the Debtor and its estate. The firm can be reached through: Derrick J. Hahn, Esq. Hahn Law Firm, P.C. 900 Jackson St., Suite 180 Dallas, TX 75202 Phone: +1 214-744-3200 Email: dhahn@hahnlawfirm.com About Duntov Motor Company Duntov Motor Company, LLC filed a petition for Chapter 11 protection (Bankr. N.D. Texas Case No. 21-40348) on Feb. 20, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Behrooz Vida has been appointed as the Subchapter V trustee in the Debtor's bankruptcy case. Judge Mark X. Mullin oversees the case. The Debtor tapped Quilling, Selander, Lownds, Winslett & Moser PC as bankruptcy counsel, Hahn Law Firm P.C. as special litigation counsel, and Andy D. Plagens LLC as accountant. DURA-TRAC FLOORING: Nov. 4 Hearing on Disclosure Statement ---------------------------------------------------------- Judge David L. Bissett has entered an order that a telephonic hearing to consider the approval of the disclosure statement of Dura Trac Flooring Ltd. Co will be held on Nov. 4, 2021 at 10:00 a.m. Written objections to the disclosure statement must be filed and served on or before November 1, 2021. Chapter 11 Plan Dura Trac Flooring Ltd. Co submitted a Plan and a Disclosure Statement. Payments and distributions under the Plan will be funded by ongoing operating income of the Debtor. Under the Plan, Class 3 General Unsecured Claims total $628,318. These claims will be paid 5% of the amount of their claim pro rata four equal qual quarterly installments of 7,853.98 commencing on March 30, 2022, and a like amount on June 30, 2022, September 30, 2022 and a final payment on December 30, 2022. Class 3 is impaired. A copy of the Order dated October 6, 2021, is available at https://bit.ly/3AhOiWE from PacerMonitor.com. About Dura-Trac Flooring Since September 2015, Dura-Trac Flooring Ltd., has been in the business of owning and operating slide-lock temporary flooring system for special events. Dura-Trac Flooring filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 20-00838) on Nov. 16, 2020. In the petition signed by Mark Cerasi, managing member, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Pierson Legal Services serves as the Debtor's bankruptcy counsel. EAGLE HOSPITALITY: Berritto Sues Urban Commons Over $1M Investment ------------------------------------------------------------------ Sasha Jones of The Real Deal reports that trouble continues to mount for Los Angeles-based Urban Compass, the bankrupt owner of Lower Manhattan's Wagner Hotel and former operator of the RMS Queen Mary in Long Beach, California. In a lawsuit filed Thursday, Oct.7, 2021, in Los Angeles bankruptcy court, New York-based LLC Berritto Enterprises accused the developer and two of its executives of accepting a $1 million investment for a hotel venture, then making off with the funds after the deal fell apart. The plaintiff's identity is not disclosed in the complaint, though Berritto Enterprises is registered to the Long Island address of Frank Berritto, a retired banking executive. In January 2021, the lawsuit alleges, the plaintiff was introduced to an Urban Commons executive, defendant Taylor Woods, who proposed Berritto invest in Sky Holdings, an LLC that would acquire a portfolio of 18 distressed hotels from Eagle Hospitality Trust -- a Singaporean REIT that has seen its own litany of financial troubles during the pandemic. About Eagle Hospitality Group Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality stapled group comprising Eagle Hospitality Real Estate Investment Trust ("Eagle H-REIT") and Eagle Hospitality Business Trust. Based in Singapore, Eagle H-REIT is established with the principal investment strategy of investing on a long-term basis, in a diversified portfolio of income-producing real estate which is used primarily for hospitality and/or hospitality-related purposes, as well as real estate-related assets in connection with the foregoing, with an initial focus on the United States. EHT US1, Inc., and 26 affiliates, including 15 LLC entities that each owns hotels in the U.S., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10036) on Jan. 18, 2021. EHT US1, Inc., estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped PAUL HASTINGS LLP as bankruptcy counsel; FTI CONSULTING, INC., as restructuring advisor; and MOELIS & COMPANY LLC, as investment banker. COLE SCHOTZ P.C. is the Delaware counsel. RAJAH & TANN SINGAPORE LLP is Singapore Law counsel, and WALKERS is Cayman Law counsel. DONLIN, RECANO & COMPANY, INC., is the claims agent. EMPIRE SOLAR: Bankruptcy Left Unfinished Projects ------------------------------------------------- Frank Jossi, writing for Energy News, reports that Minnesota solar industry leaders are working with state officials to tighten oversight of residential solar contractors after the bankruptcy of a Utah-based company left dozens of homeowners with unfinished projects. The Minnesota Department of Labor and Industry reached an agreement last second week of October 2021 with the trustee of Empire Solar Group LLC, a national solar installer that went bankrupt earlier this 2021. The trustee promised to help 45 homeowners pay other installers to complete their projects. As the volume of residential solar installations grows in the state, so too is the volume of complaints about installers. The Minnesota Solar Energy Industries Association says the majority of solar firms in the state are reputable companies, but it's received emails complaining about individual installers. The trade association is sharing that information with the state attorney general's office and labor department for potential investigation. If the problem involves an association member, Executive Director Logan O'Grady said he will speak to state officials and the contractor to help create a resolution. "I wouldn't want to allow this to get out of hand and we're left defending the existence of the solar industry," O'Grady said. "The majority of our members and the majority of solar companies in the state are good actors, and are trying to do the right thing for their customers and run a business and make payroll for their employees." A string of solar company bankruptcies in recent years prompted increased collaboration between the trade group and state officials. Since 2018, Northstar Solar, Altaray Solar and Able Energy closed shop, leaving dozens of clients scrambling to have their installations completed. According to Minnesota-based installers who have worked with their stranded clients, both Altaray and Empire Solar had headquarters in Utah and used high-pressure, door-to-door sales tactics to sign up customers. Minneapolis attorney Jeremy Kalin has also been working with around 16 homeowners who say they are struggling to get work finished by another Utah company. Still, it's hard to gauge how many homeowners have been affected by the installer bankruptcies. The state and the solar association collect little overall data except when homeowners seek compensation from the state's Contractor Recovery Fund, which receives money from licensing fees. Just how many homeowners pay to finish solar installations or find sympathetic contractors to do it for free remains a question, O’Grady said. Michael Allen, CEO of All Energy Solar, said he received calls from frustrated customers of Empire Solar and other bankrupt firms. Their stranded projects could take thousands of dollars to finish. He's angered that companies go out of business and face no fines. "We'd like to fix the customers going through this but we'd rather figure out a way not to allow these companies to come in," Allen said. O'Grady and his members remain concerned with out-of-state companies that have gone bankrupt and left customers with half-finished solar systems. Homeowners in that situation have few options for recourse. One is financial compensation from the recovery fund, but that requires upfront legal work. Charles Durenberger, director of licensing and enforcement for the state, said a customer must first win a civil judgment against the solar contractor. The contractor must have a residential building license for clients to qualify for the recovery fund. After past solar company failures, Xcel Energy began requiring contractors using its Solar Rewards incentive program to have a residential building license, Durenberger said. He said the department has seen homeowners unable to access the fund because their installers lacked residential building licenses. Any Empire Solar client who signed a contract before Jan. 22, 2021, for instance, cannot receive help from the recovery fund because the company did not have a residential building license before that date. Durenberger said that customers of a Wisconsin-based solar firm that closed after the owner's death had no chance at the recovery fund because the company farmed out work to subcontractors and had no residential building license. Altaray had both residential and electrical licenses, which led to nine of its customers receiving nearly $46,523 from the recovery fund in 2020, he said, and they used the money to complete installations. Though the number was far fewer than the total number of Altaray customers affected by the bankruptcy, others also found relief. Kalin represented 21 Altaray clients who did not receive money from the recovery fund but worked out confidential settlements with the company. Sometimes lending institutions collaborating with solar companies pay to complete customers’ projects after a collapse. Empire Solar's bankruptcy trustee agreed to release 45 homeowners with nearly completed projects from bankruptcy proceedings. That saves them a significant amount of money, as much as $5,000, in attorney and court fees. Durenberger said the trustee arranged an agreement with Goodleap, Empire's third-party lender, to complete projects with local contractors at no additional cost to the homeowners. The trustee also announced a plan to sell the company's remaining Minnesota projects to local solar contractors who can then finish the projects. Empire Solar's founders remain mired in lawsuits. Former employees brought a class action suit and the company that loaned Empire Solar millions of dollars has now sued it in a New Jersey court, bringing a wide range of charges. Kalin said the trustee's decision does not surprise him. Many solar lenders have provided homeowners relief. In the Altaray case, "lenders stepped up and did the right thing" in helping clients finish projects, he said. O'Grady saw the Empire Solar deal as good enough. "As an organization we felt relieved that there was finally going to be some sort of resolution for these customers and we hope we can work with them to get the solar installed," O'Grady said. He said that two Twin Cities firms, All Energy Solar and TruNorth Solar, have stepped forward to assist Empire Solar customers. The Legislature will reconsider legislation that failed a few years ago, which would require all solar contractors to have residential building licenses, O’Grady said. The solar association may also try to put together a buyer's guide to help homeowners and businesses interested in solar. Allen believes the state could consider having a nonprofit consider applications to sell solar in Minnesota. The organization would verify the solar company's record, financial status and marketing materials and check whether they have complaints filed against them locally and nationally. The Utah companies gave clients power generation estimates 25% higher than possible for the size of the installation, Allen found. "This would make sure you're not having a lot of companies selling unrealistic projects," he said. Durenberger said consumers have to read contractors closely and ask to see evidence of a residential building license. For now it's still a buyer-beware environment. "It hurts me when I hear these stories of consumers that end up getting ripped off by these contractors," he said. "But in many cases they could have easily avoided the situation by not agreeing to a huge down payment, or structuring their contract in a way that doesn't put them in a situation where if a contractor does fail that they're in a situation where they owe a lot of money." Empire Solar Group, LLC, sought Chapter 7 protection (Bankr. D. Utah Case No. 21-23636) on Aug. 22, 2021. The Debtor's counsel: Mark C. Rose McKay, Burton & Thurman, P.C. Tel: (801) 521-4135 E-mail: mrose@mbt-law.com The Chapter 7 trustee: Steven R. Bailey tr Steven R. Bailey, Attorney at Law 2454 Washington Blvd. Ogden, UT 84401 ENRAMADA PROPERTIES: Creditor Espinoza Says Disclosures Inaccurate ------------------------------------------------------------------ Creditor Maria Espinoza, holder of an unsecured claim, objects to the Amended Disclosure Statement in Support of Plan of Reorganization of Debtor Enramada Properties, LLC. Creditor submits that Debtor's Disclosure Statement contains significant flaws as well as multiple errors, so that it cannot be approved. While Debtors' counsel has informed Creditor's counsel that he intends to address many of the issues raised herein by further amending the Amended Disclosure Statement, Creditor believes that such is not practical given the scope of the flaws and errors. First and most importantly, the Disclosure Statement never mentions the current values of the High Street and Enramada Avenue properties to state the amount of equity and the liquidation value of each. Although Debtors' counsel advised the Court at the hearing on April 29, 2021 on Debtors' Motion for approval of their original Disclosure Statement that an Amended Plan of Organization would be filed paying 100% of allowed unsecured claims, the Amended Plan instead proposes payment of only 50% of allowed unsecured claims. As such, it is crucial that this Court and all creditors are provided with a complete and accurate liquidation analysis in the Disclosure Statement. Creditor claims that the "Liquidation Analysis" commencing at Page 13 of the Disclosure Statement lists a "net liquidation value of Enramada's assets" as $322,000, but does not explain how this figure was arrived at. More importantly, this liquidation analysis omits the net liquidation value of the Novoas' assets, specifically the Enramada Avenue property which has non-exempt equity of between $542,618-$792,218. The Novoas' Schedule A/B lists other non-exempt assets, including an $80,000 annuity, and there is no reference to this annuity anywhere in the Disclosure Statement. Creditor points out that the Disclosure Statement does not accurately describe and disclose the transfer of the Oak Street Property from Enramada to Sylvia Novoa's parents, Juan and Silvia Castro, and thus ignores and omits any discussion of recovering the property for the benefit of the estate. Creditor respectfully submits that the Amended Disclosure Statement cannot be approved. Moreover, given the more than two years the Chapter 11 case has been pending just to get to this stage, and Debtors' refusal to recover the Oak Street Property gifted from Enramada to Sylvia Novoa's parents, Creditor submits the Court should issue an Order to Show Cause why the case should not be converted to Chapter 7. A full-text copy of Creditor's objection dated Oct. 7, 2021, is available at https://bit.ly/2X52JzU from PacerMonitor.com at no charge. Attorneys for Creditor: WEINTRAUB & SELTH, APC James R. Selth Crystle J. Lindsey About Enramada Properties Enramada Properties, LLC, based in Whittier, California, holds a joint tenancy interest in a property located in Los Angeles, California valued at $325,000. It also owns two real properties in Whittier having an aggregate current value of $1.1 million. Enramada Properties filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 19-19869) on Aug. 22, 2019. In the petition signed by Sylvia Novoa, managing member, the Debtor listed total assets of $1,429,000 against total liabilities of $1,724,414. The Hon. Julia W. Brand oversees the case. Andrew S. Bisom, Esq., at The Bison Law Group, serves as the Debtor's bankruptcy counsel. EXTRUSION GROUP: Seeks to Hire Rountree Leitman & Klein as Counsel ------------------------------------------------------------------ Extrusion Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Rountree Leitman & Klein, LLC to serve as legal counsel in their Chapter 11 cases. The firm's services will include: a. advising the Debtors regarding their powers and duties in the management of their property; b. preparing legal papers; c. assisting in the examination of claims of creditors; d. assisting in the formulation and preparation of a plan of reorganization and in seeking confirmation of the plan; e. other legal services necessary to administer the Debtor's bankruptcy case. The firm's hourly rates are as follows: Attorneys $195 to $495 per hour Paralegals $150 to $195 per hour Rountree Leitman & Klein will also be reimbursed for out-of-pocket expenses incurred. The retainer fee is $5,563.22. William Rountree, Esq., a partner at Rountree Leitman & Klein, 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: William A. Rountree, Esq. Benjamin R. Keck, Esq. Taner N. Thurman, Esq. Rountree Leitman & Klein, LLC 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Email: wrountree@rlklawfirm.com bkeck@rlklawfirm.com tthurman@rlklawfirm.com About Extrusion Group LLC Alpharetta, Ga.-based Extrusion Group, LLC and its affiliates filed their voluntary petitions for Chapter 11 protection (Bankr. N.D. Ga. Lead Case No. 21-21053) on Oct. 5, 2021. Micheal T. Houston, chief executive officer of Extrusion Group, signed the petitions. At the time of the filing, Extrusion Group listed up to $100,000 in assets and up to $10 million in liabilities. Rountree Leitman & Klein, LLC represents the Debtor as legal counsel. FILTRATION GROUP: Moody's Affirms B3 CFR on Columbus Transaction ---------------------------------------------------------------- Moody's Investors Service affirmed Filtration Group Corporation's B3 corporate family rating and B3-PD probability of default rating following the company's announcement it will acquire Columbus Industries, Inc., a producer of consumable air filters used for indoor air quality applications, for approximately $600 million. Columbus will be folded into the Life Sciences segment. Moody's also affirmed the B3 rating on the existing senior secured (first lien) bank credit facility, consisting of a revolving credit facility due 2023 and term loans due 2025. Concurrently, Moody's assigned B3 senior secured ratings to Filtration Group's proposed senior secured (first-lien) revolving credit facility and $600 million term loan add-on, which is being placed to fund the Columbus transaction. The outlook remains stable. The proposed revolving credit facility will replace the existing revolving facility (due 2023), which is being amended concurrent with the aforementioned incremental term loan transaction. Moody's expects to withdraw the rating on the existing 2023 revolver upon closing of the proposed credit facility. Concurrent with the Columbus acquisition and revolver refinancing, Filtration Group plans to acquire another tuck-in acquisition for $84 million, which will be funded principally with cash on hand. Moody's took the following actions on Filtration Group Corporation: Affirmations: Issuer: Filtration Group Corporation Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Bank Credit Facility, Affirmed B3 (LGD3) Assignments: Issuer: Filtration Group Corporation Senior Secured First Lien Term Loan, Assigned B3 (LGD3) Senior Secured First Lien Revolving Credit Facility, Assigned B3 (LGD3) Outlook Actions: Issuer: Filtration Group Corporation Outlook, Remains Stable RATINGS RATIONALE The affirmations reflect Moody's expectation that - despite the aggressive size and timing of the debt-funded Columbus acquisition - Filtration Group's credit metrics, particularly debt leverage, will trend back to levels more in line with the B3 rating level at least by year-end 2022. Moody's believes Columbus enhances Filtration Group's scale (with pro forma revenue approaching $2 billion) and brand strength in indoor air quality, as well as its engineering capabilities. However, the acquisition -- the largest in quite some time - also meaningfully increases balance sheet risk well beyond Moody's previous expectations, sustaining high (Moody's adjusted) debt-to-EBITDA nearing 7x pro forma, while posing execution risks. As well, there are likely cash flow impacts from the integration and costs to achieve synergies. Free cash flow, while anticipated to be positive, is prone to periodic working capital swings, providing limited cushion for error given the sizeable amount of incremental debt. Moody's also notes the transaction is occurring amid lingering uncertainty around the timing and ongoing effects of the coronavirus pandemic (with emerging variants), which will likely drive a bumpy economic recovery. As a result, the company's scale expansion via acquisitions could heighten financial and operational risks. Nevertheless, Moody's believes the acquisitions will be accretive over time and expects the company to benefit from continuing favorable demand trends in its life sciences and indoor air quality end markets driving organic growth, as well as from recovering industrial end markets. Additionally, Filtration Group has a high percentage of recurring revenue. As a result, Moody's expects the company's margin profile to remain relatively healthy, with EBITA margins of around 17% (including Moody's standard adjustments), although moderating from recent historical levels in the face of wage, freight and raw material cost inflation amid supply chain challenges. This could be partially offset by pricing initiatives and continued cost measures. These factors should support a steady improvement in leverage, with debt-to-EBITDA falling towards 6x by year-end 2022. Moody's expects the company to generate solid free cash flow, in excess of $100 million, which provides the capacity to accelerate de-levering through debt reduction. The ratings consider Filtration Group's leading positions in niche markets for filtration products that are used in medical and bioscience, healthcare, CO2 emission reduction and industrial and environmental air end markets, many of which should continue to experience positive demand conditions. The replacement/consumables aspect of the product portfolio (about 80% of total sales) and relatively modest capital expenditures translate into solid free cash flow. The large recurring revenue base, combined with the relatively low-average price of filters and critical importance to customers' overall systems/processes, helps reduce vulnerability to economic downturns. The stable outlook reflects Moody's expectation of about mid-single digit revenue growth at least through 2022, amid positive demand trends in a variety of end markets, along with earnings realization from acquisitions and cost measures to drive an improvement metrics, particularly leverage. Moody's also expects the company to maintain good liquidity. Moody's believes the company's long-term strategy includes further acquisitions as it builds out its capabilities in the highly fragmented air and fluid filtration markets. However, these acquisitions stretch the balance sheet and add integration challenges, resulting in limited capacity for further debt-funded transactions in the intermediate term, considering the size and timing of the Columbus acquisition. The liquidity profile is good with expectations for a longer-term cash position of over $75 million and free cash flow exceeding $100 million over the next 12-18 months. The company plans to amend the $150 million revolving credit facility, increasing commitments by $25 million and extending the maturity to 2026, from 2023. The facility had $132 million available at June 30, 2021, net of posted letters of credit, and is expected to be used only modestly through 2022. The facility includes a springing net leverage covenant based on a 30% utilization trigger with a threshold of 8.7x. Moody's anticipates net leverage to remain below the covenant requirement in the event the test is triggered. The existing term loans do not have financial maintenance covenants and the new term loan is expected to be similarly structured. Annual amortization payments totaling approximately $27.5 million (pro forma) on the term loans are required. In terms of ESG factors, Moody's highlights governance risk with the likelihood of aggressive financial policies to continue. There is the ongoing risk that debt-funded acquisitions and/or dividends will keep leverage around 7x or higher, which is elevated for company's business risk. Moody's notes, considering the proposed $600 million term loan, the company will have undertaken roughly $1.2 billion of new debt in less than one year, beginning with its $400 million dividend recapitalization in Q4 2020. Additionally, a substantial portion of cash generated will likely be used to help finance future acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded with prolonged demonstration of aggressive financial policies, including additional debt-funded acquisitions in the near-to-intermediate term. Debt-to-EBITDA expected to remain at or above 6.25x for an extended period or free cash flow-to-debt falling towards the low-single digits could also lead to a downgrade. A decline in revenues potentially driven by several key end markets correlating to the downside or increased competition from larger competitors, and/or sustained margin erosion or deteriorating liquidity could also result in a negative rating action. The ratings could be upgraded with organic revenue growth sustained in the mid-to-high single digits, leading to greater than anticipated free cash flow for accelerated debt repayment and demonstrated improvement in financial flexibility. Sustainable margin expansion greater than 100 bps per year would also be viewed favorably. Quantitatively, debt-to-EBITDA expected to remain in the mid-5x range and free cash flow-to-debt in the high-single digits for an extended period could result in positive ratings pressure. The principal methodology used in these ratings was Manufacturing published in September 2021. Filtration Group Corporation is a designer and manufacturer of fluid and air filtration products to customers in medical & bioscience, indoor air quality, CO2 emission reduction, food & beverage and a variety of other end markets. Revenues for the latest twelve months ended June 30, 2021 were nearly $1.7 billion. The company is 80%-owned by an affiliate of Madison Industries, a private equity firm, with the remaining 20% owned by management. FLOAT HORIZEN: Nov. 16 Plan Confirmation Hearing Set ---------------------------------------------------- On Sept. 27, 2021, debtor Float Horizen LLC filed with the U.S. Bankruptcy Court for the Middle District of Tennessee an Amended Disclosure Statement referring to a Plan. On Oct. 7, 2021, Judge Randal S. Mashburn approved the Amended Disclosure Statement and ordered that: * Nov. 8, 2021 is fixed as the last day for filing written acceptances or rejections of the Plan. * Nov. 16, 2021 at 9:30 AM in Courtroom 1, Customs House Building, 701 Broadway, Nashville, TN 37203 is fixed for the hearing on confirmation of the Plan. * Nov. 8, 2021 is fixed as the last day for filing and serving written objections to confirmation of the Plan. A full-text copy of the order dated Oct. 7, 2021, is available at https://bit.ly/3AvTLcy from PacerMonitor.com at no charge. Counsel to the Debtor: STEVEN L. LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Phone: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Float Horizen Float Horizen, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case no. 20 04478) on Oct. 6, 2020. In the petition signed by Robin Ritter, chief manager. the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Judge Randal S. Mashburn oversees the case. Lefkovitz & Lefkovitz, PLLC, is the Debtor's counsel. Pinnacle Bank, as Lender, is represented by: Matthew R. Murphy, Esq. David M. Smythe, Esq. Smythe Huff & Hayden, PC 1222 16th Avenue South, Suite 301 Nashville, TN 37212 E-mail: mmurphy@smythehuff.com FOUR WOOD: Seeks to Hire The Associates as Bankruptcy Counsel ------------------------------------------------------------- Four Wood Consulting and Publishing, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire The Associates to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) giving advice to the Debtor with respect to its powers and duties and the continued management of its business operations; (b) advising the Debtor with respect to its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; (c) preparing legal documents; (d) protecting the interest of the Debtor in all matters pending before the court; and (e) representing the Debtor in the negotiation with its creditors in the preparation of a Chapter 11 plan. The firm's hourly rates are as follows: Attorneys $450 per hour Paralegals $120 - $145 per hour The retainer fee is $16,750. David Lloyd Merrill, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David Lloyd Merrill, Esq. The Associates 2401 PGA Boulevard, Suite 280M Palm Beach Gardens, FL 33410 Tel: 561-877-1111 Email: dlm@theassociates.com About Four Wood Consulting West Palm Beach, Fla.-based Four Wood Consulting and Publishing, LLC filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-18183) on Aug. 24, 2021, listing $8,495 in assets and $1,189,874 in liabilities. Sherry Ryan, managing member, signed the petition. Judge Erik P. Kimball oversees the case. The Debtor tapped David Lloyd Merrill, Esq., at The Associates as legal counsel. GANNETT HOLDINGS: Moody's Rates New Term Loan Due 2026 'B1' ----------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Gannett Holdings, LLC's ("GANNETT") proposed senior secured term loan due 2026. Gannett Co., Inc.'s existing credit ratings, including its B3 corporate family rating, Gannett Holdings, LLC's B1 rating on the recently issued secured notes, and stable outlook are unchanged. Assignments: Issuer: Gannett Holdings, LLC Senior Secured Term Loan, Assigned B1 (LGD2) RATINGS RATIONALE Gannett Co., Inc.'s B3 CFR continues to reflect the company's revenue pressure because of the secular decline in its advertising and print focused activities, and the company's high leverage, with LTM 6/2021 Moody's adjusted debt/EBITDA of 5.6x. The print media industry has been affected by both changing demographics and ongoing shifts in consumer behavior towards the use of social media and digital platforms for news content. Moody's does not expect the structural pressures on Gannett's advertising and print circulation to ease in the future as demographics evolve and consumers' tastes continue to gravitate towards digital media. Gannett's credit profile benefits from good free cash flow generation and management's focus on repaying debt. Moody's expects the company to use excess cash to reduce debt to bring leverage below 3x by the end of 2022. The B3 rating also reflects the company's position as the largest owner of daily newspapers in the United States and community newspapers in the UK. Gannett has the potential to mitigate the decline in print circulation by growing digital subscriptions from a low base through a more consistent approach to pay-walls and subscription promotions across its media portfolio. Other growth areas the company has been focusing on are Digital Marketing Services (DMS, 13% of LTM 2Q 2021 revenue) and the company's Local Events (1% of LTM Q2 2021 revenue). The B3 rating reflects Moody's expectation for improving cash flow generation over the next 12-18 months, as the company benefits from lower cash interest expense and the realization of further cost synergies. The company is facing demographical and societal shifts in the way media is being consumed that drive secular decline in its advertising and print focused activities. Gannett generated over 40% of its LTM Q2 2021 revenue from circulation -- most of which continues to be print based and in structural decline and is expected to continue to face double digit percentage rate declines. Around 38% of the LTM Q2 2021 revenue is derived from advertising, of which more than two thirds is print advertising, which is expected to continue to decline in the face of growing digital ad spend. The company is transforming its business model by diversifying revenue sources with growth potential to offset secular decline in traditional print advertising and circulation. Gannett reached 1.4 million paid digital subscribers in 2Q 2021 (up 41% vs 2Q 2020) and is aiming to reach 10 million paid subscribers over the next five years. The B1 rating on the proposed senior secured term loan reflects the probability of default of Gannett Co., Inc, as reflected in B3-PD probability of default rating, an average expected family recovery rate of 50% at default, and the term loan's ranking in the capital structure that is pari passu to the recently issued $400 million secured notes and ahead of $500 million of convertible notes. 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 greater of $206 million plus an unlimited amount subject to proforma compliance with a first lien net leverage ratio of 2x (if pari passu secured). 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 prohibit the transfer of intellectual property to unrestricted subsidiaries. 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 subject to protective provisions which only permit guarantee releases by non-wholly-owned subsidiaries after the closing date pursuant to a bona fide transaction with a non-affiliated party the primary purpose of which was other than to cause the subsidiary to become an excluded subsidiary. 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. Moody's expects that the company will maintain adequate liquidity over the next 12 to 18 months, driven by cash flow generation in the $130 - $150 million range over the next four quarters, though most of it is expected to be used for voluntary debt repayment or to satisfy the expected cash flow sweep requirement. The company's liquidity profile is constrained by the lack of a revolving credit facility. The stable outlook reflects Moody's expectations that the company will reduce leverage to below 3x by year end 2022, despite expected overall revenue decline because of EBITDA growth mostly through cost synergies and debt pay down. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Ratings could be upgraded if Gannet demonstrates consistent revenue and EBITDA growth, and sustains Moody's adjusted leverage below 2x. Ratings could be downgraded if Moody's adjusted leverage does not materially decline, progress in growing digital subscribers slows or if liquidity materially deteriorates. The principal methodology used in this rating was Media published in June 2021. Headquartered in McLean, Virginia, Gannett is the largest owner of daily newspapers in the United States and community newspapers in the United Kingdom. Gannett is also the owner of national USA Today publication. Gannett generated LTM 6/2021 revenue of $3.3 billion. GATEARM TECHNOLOGIES: Taps Kelley, Fulton & Kaplan as Legal Counsel ------------------------------------------------------------------- Gatearm Technologies, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Kelley, Fulton & Kaplan, P.L. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) giving advice to the Debtor with respect to its powers and duties and the continued management of its business operations; (b) advising the Debtor with respect to its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; (c) preparing legal documents; (d) protecting the interest of the Debtor in all matters pending before the court; and (e) representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm's hourly rates are as follows: Attorney $450 per hour Paralegal $135 per hour The Debtor paid $17,500 to the firm as a retainer fee. Craig Kelley, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Craig I. Kelley, Esq. Kelley, Fulton & Kaplan, P.L. 1665 Palm Beach Lakes Blvd., Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 Email: bankruptcy@kelleylawoffice.com About Gatearm Technologies Gatearm Technologies, Inc. filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-18198) on Aug. 24, 2021, listing up to $50,000 in assets and up to $100,000 in liabilities. Russel Lumsden, president, signed the petition. Judge Mindy A. Mora oversees the case. The Debtor tapped Craig I. Kelley, Esq., at Kelley, Fulton & Kaplan, P.L. as legal counsel. GMJ MACHINE: Nov. 9 Plan Confirmation Hearing Set ------------------------------------------------- On June 28, 2021, debtor GMJ Machine Company, Inc, filed with the U.S. Bankruptcy Court for the Southern District of Alabama a Disclosure Statement related to a Plan. On Oct. 7, 2021, Judge Jerry C. Oldshue, Jr. approved the Disclosure Statement and ordered that: * Nov. 9, 2021, at 9:30 a.m., is the hearing on confirmation of the Plan. * Nov. 2, 2021, is fixed as the last day for all creditors and other parties in interest to transmit written notice of their acceptance or rejection of the plan. * Nov. 2, 2021, is fixed as the last day to file any objections to confirmation of the Plan. * Nov. 5, 2021, is fixed as the last day for the Debtor to file a summary of voting on the Plan. A copy of the order dated Oct. 7, 2021, is available at https://bit.ly/3iTsgUf from PacerMonitor.com at no charge. About GMJ Machine Company GMJ Machine Company, Inc. manufactures specialized components for the aerospace, defense, general aviation and energy industries. GMJ Machine Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-10632) on Feb. 27, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Jerry C. Oldshue oversees the case. Robert M. Galloway, Esq., at Galloway, Wettermark & Rutens, LLP, is the Debtor's legal counsel. GROUP 1 AUTOMOTIVE: Moody's Rates New $200MM Notes Add-on 'Ba2' --------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Group 1 Automotive, Inc.'s planned $200 million senior notes add-on. Group 1's other ratings, including its Ba1 corporate family rating and Ba1-PD probability of default rating, are unchanged. The outlook remains stable. Assignments: Issuer: Group 1 Automotive, Inc. Senior unsecured notes, Assigned Ba2 LGD Adjustments: Issuer: Group 1 Automotive, Inc. Senior Secured Regular Bond/Debenture, Adjusted to (LGD5) from (LGD6) The rating assignment reflects governance considerations particularly the use of proceeds which will fund the acquisition of Prime Auto Group for around $880 million, which was announced September 13, 2021 [1]. RATING RATIONALE "This add-on will support Group 1's previously-announced acquisition of Prime Auto Group for total consideration of around $880 million," stated Moody's Vice President Charlie O'Shea. "Moody's views this acquisition favorably as it will expand Group 1's presence in the Northeast, with locations in Massachusetts, New York, New Jersey, Maine, and New Hampshire and will tilt Group 1"s overall brand mix more heavily towards Premium/Luxury/Sport," continued O'Shea. Group 1's Ba1 rating considers its flexible operating model, with relatively unpredictable new car profitability exceeded by the more predictable parts and service and growing used car segments, its brand mix, which is weighted to the historically more stable imports, and its geographic diversity, with presence in the UK and Brazil, with both markets rebounding following COVID-19 related softness in 2020. Moody's notes that COVID-19 continues to present some degree of uncertainty, as does strained new vehicle availability, however as was demonstrated during 2020, Group 1 has proven adept at managing costs such that profitability is preserved. Credit metrics at the June 2021 LTM are strong, with debt/EBITDA of less than 2 times and EBIT/interest of around 11 times. Group 1 continues to maintain good liquidity with the Q2-end cash balance of around $200 million as well as ample availability under floorplan facilities consisting of a $1.75 billion revolving credit facility, which includes a $360 million working capital/acquisition facility, and a $300 million floor plan facility with Ford Motor Credit. The stable outlook recognizes the flexibility in Group 1's cost structure to mitigate any potential negative impact to revenues due to either the coronavirus or supply chain constraints such that credit metrics will largely be maintained at current levels. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if operating performance and financial strategy ensure that debt/EBITDA was maintained around 3.5 times, and EBIT/Interest was sustained above 5 times, with liquidity remaining at least good. Ratings could be downgraded if either via negative trends in operating performance or financial strategy decisions debt/EBITDA rose above 4.75 times, or EBIT/Interest fell below 4 times, or if liquidity were to weaken Headquartered in Houston, Texas, Group 1 Automotive is the fourth-largest automobile retailer in the US, with LTM June 2021 revenues of around $12 billion. The principal methodology used in this rating was Retail Industry published in May 2018. GUITAR CENTER: Moody's Ups CFR to B2 & Senior Secured Notes to B3 ----------------------------------------------------------------- Moody's Investors Service upgraded Guitar Center Inc.'s (NEW) ratings, including the corporate family rating to B2 from B3, probability of default rating to B2-PD from B3-PD and the senior secured notes rating to B3 from Caa1. The outlook remains stable. The upgrades reflect Guitar Center's earnings growth and liquidity improvement since the December 2020 bankruptcy emergence. Revenue growth, lower promotions and cost controls have driven EBITDA to recover to slightly above 2019 levels, resulting in greater than previously anticipated deleveraging. Moody's-adjusted debt/EBITDA has declined to 3.2x as of July 31, 2021 from 4.6x at the time of the exit financing. "Guitar Center has significantly recovered coming out of the pandemic and is operating with a much lighter debt load following the bankruptcy," said Moody's analyst Raya Sokolyanska. "Continued strength in consumer spending and a recovery in the instrument rental business should support operating performance, despite broad pressures from rising costs and supply chain bottlenecks." Moody's took the following rating actions for Guitar Center Inc. (NEW): Corporate Family Rating, upgraded to B2 from B3 Probability of Default Rating, upgraded to B2-PD from B3-PD $350 million Senior Secured Regular Bond/Debenture due 2026, upgraded to B3 (LGD4) from Caa1 (LGD4) Outlook, remains stable RATINGS RATIONALE Guitar Center's B2 CFR is constrained by governance considerations, including its ownership by equity sponsors and former creditors, which increases the risk of a debt-financed preferred equity redemption or shareholder distributions. The company's recent bankruptcy emergence after years of operating under heavy debt loads also constrains the credit profile. In addition, the rating incorporates the discretionary nature of demand for musical instruments sales and rentals, and the intense competition in the category, including from online players and used instrument marketplaces. As a retailer, Guitar Center is also subject to social and environmental factors, including robust data protection and workforce treatment. Guitar Center's credit profile is supported by the company's good liquidity over the next 12 months, including positive annual free cash flow and sufficient availability under the $375 million revolver despite still significant utilization in seasonal peak periods. The rating also benefits from Guitar Center's solid credit metrics, with Moody's-adjusted debt/EBITDA at 3.2x and EBIT/interest expense at 2.0x (pro-forma for the full-year run rate of interest expense). As an omni-channel retailer with a well-recognized brand name, Guitar Center differentiates itself with a broad assortment and in-store services. The company's leading market position and importance to its key vendors provide key credit support. The stable outlook reflects Moody's expectations for good liquidity and earnings growth over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity weakens for any reason, including lower than expected free cash flow. The ratings could also be downgraded if earnings decline or the company undertakes aggressive financial strategy actions. Quantitatively, the ratings could be downgraded if debt/EBITDA is maintained above 4.5x or EBIT/interest expense below 1.75x. The ratings could be upgraded if earnings continue to grow and liquidity improves further, including consistent and solid positive free cash flow and ample revolver availability. An upgrade would also require a reduction in private equity ownership and board representation, and a commitment to a more conservative financial strategy. Quantitatively, the ratings could be upgraded with expectations for debt/EBITDA to be maintained below 4x and EBIT/interest expense above 2.5x. Guitar Center Inc. is the largest retailer of musical products in the United States. The company operates stores and websites under the Guitar Center and Music & Arts brands, and the Musician's Friend website. Guitar Center is controlled by funds affiliated with Ares Capital Management, Brigade Capital Management and The Carlyle Group following its bankruptcy emergence in December 2020. Revenues for the LTM period ended July 31, 2021 were approximately $2.4 billion. The principal methodology used in these ratings was Retail Industry published in May 2018. GYPSUM RESOURCES: Dec. 14 Plan Confirmation Hearing Set ------------------------------------------------------- Gypsum Resources Materials, LLC and Gypsum Resources, LLC (collectively, the "Debtors") filed with the U.S. Bankruptcy Court for the District of Nevada a motion for entry of an order approving adequacy of the proposed Disclosure Statement in Connection with the Third Amended Joint Chapter 11 Plan of Reorganization. On Oct. 7, 2021, Judge Mike K. Nakagawa granted the motion and ordered that: * The Disclosure Statement is approved as providing adequate information as required by section 1125 of the Bankruptcy Code. * Nov. 24, 2021, at 5 p.m. is the Voting Deadline. * Nov. 24, 2021, at 5 p.m. is the Objection Deadline. * Dec. 8, 2021, at 5 p.m. is the Reply Deadline. * Dec. 14, 2021, at 9:30 a.m. is the Confirmation Hearing. A copy of the order dated Oct. 7, 2021, is available at https://bit.ly/3Dwwb16 from PacerMonitor.com at no charge. Counsel for the Debtors: BRETT A. AXELROD, ESQ. Nevada Bar No. 5859 FOX ROTHSCHILD LLP 1980 Festival Plaza Drive, Suite 700 Las Vegas, Nevada 89135 Telephone: (702) 262-6899 Facsimile: (702) 597 5503 Email: baxelrod@foxrothschild.com About Gypsum Resources Materials Based in Las Vegas, Gypsum Resources Materials, LLC, a privately held company in the gypsum mining business, and its affiliate Gypsum Resources, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 19-14799) on July 26, 2019. The petitions were signed by James M. Rhodes, president of Truckee Springs Holdings, LLC, manager of Gypsum Resources, LLC. At the time of the filing, Gypsum Resources Materials had between $10 million and $50 million in both assets and liabilities. Meanwhile, Gypsum Resources, LLC had between $50 million and $100 million in both assets and liabilities. The Debtors tapped Fox Rothschild LLP as bankruptcy counsel, Hill Farrer & Burrill LLP as special counsel, and Conway MacKenzie, Inc. and Sonoran Capital Advisors, LLC as financial advisors. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors on Aug. 30, 2019. The committee is represented by Goldstein & McClintoc, LLLP. HELPSYSTEMS: Debt Upsizing No Impact on Moody's B3 CFR ------------------------------------------------------ Moody's Investors Service said HS Purchaser, LLC's ("HelpSystems") B3 Corporate Family Rating, B2 first lien debt ratings and stable outlook were not affected by the company's pending acquisitions and upsized debt facilities. HelpSystems is acquiring two security software providers for approximately $415 million and financing the transactions with a combination of preferred equity and incremental first and second lien (unrated) debt. The incremental debt is structured as an add-on to the existing facilities. The acquisitions bring complementary cyber security tools, including data loss prevention, end point protection, domain monitoring and phishing protection to HelpSystems broad portfolio of security offerings. Moody's adjusted pro forma Debt to EBITDA with run rate adjustments for acquisition synergies and one time transaction costs is approximately 8x but over 11x before those adjustments based on June 30, 2021 trailing results. GAAP leverage is far higher. While the company has the potential to de-lever to under 8x over the next 12-18 months, HelpSystems is acquisitive and leverage will likely remain at elevated levels as a result. HelpSystems, based in Eden Prairie, Minnesota is a provider of security and automation software for both distributed and IBMi computing environments. The company is majority owned by funds affiliated with TA Associates and Harvest Partners, with minority stakes held by funds affiliated with HGGC and Pamplona Capital Management and HelpSystems' management team. The company had GAAP revenues of approximately $346 million for the twelve months ended June 30, 2021. Run rate revenue pro forma for the pending acquisitions and acquisitions completed over the past year is over $540 million. HOP-HEDZ INC: Seeks to Hire W. Bart Meacham as Bankruptcy Counsel ----------------------------------------------------------------- Hop-Hedz, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire W. Bart Meacham, Esq., an attorney practicing in Tampa, Fla., to handle its Chapter 11 case. The firm's services include: (a) taking all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on its behalf, the defense of any actions commenced against the Debtor, negotiations concerning any litigation in which the Debtor may be involved, and objections to claims filed against the estate; (b) preparing and filing schedules and amended schedules of assets and liabilities as needed; (c) preparing legal papers; (d) advising the Debtor with regard to its rights and obligations; (e) preparing and filing a Chapter 11 plan and corresponding disclosure statement; and (f) performing all other necessary legal services. Mr. Meacham will be paid on a contingency fee basis. In a court filing, Mr. Meacham disclosed that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Meacham holds office at: W. Bart Meacham, Esq. 304 S. Plant Ave. Tampa, FL 33606- 2326 Tel: (813) 258-0300 Email: wbartmeacham@yahoo.com About Hop-Hedz Tampa, Fla.-based Hop-Hedz, Inc. filed a petition for Chapter 11 protection (Bankr. M.D. Florida Case No. 20-09249) on Dec. 20, 2020, listing up to $10 million in assets and up to $1 million in liabilities. Judge Caryl E. Delano oversees the case. W. Bart Meacham, Esq., is the Debtor's legal counsel. IDEAL CARE: Seeks to Employ Wisdom Professional as Accountant ------------------------------------------------------------- Ideal Care 4 U, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Wisdom Professional Services Inc. to prepare its monthly operating reports. Wisdom Professional Services will be paid at the rate of $200 per report. Depending on the duration of the Debtor's Chapter 11 case, the approximate total cost of services is $3,600. The Debtor paid $2,000 to the firm as an initial retainer fee. Michael Shtarkman, the firm's accountant who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Shtarkman, Esq. Wisdom Professional Services Inc. 626 Sheepshead Bay Rd Ste 640 Brooklyn, NY 11224 Tel: (718) 554-6672 Email: michael@shtarkmancpa.com About Ideal Care Jamaica, N.Y.-based Ideal Care 4 U, Inc. filed a petition for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 21-41869) on July 21, 2021, listing $2,632,800 in assets and $190,252 in liabilities. Olga Palankerina, president, signed the petition. Judge Jil Mazer-Marino oversees the case. The Debtor tapped The Law Offices of Alla Kachan, P.C. as legal counsel and Wisdom Professional Services Inc. as accountant. IDEAL CARE: Seeks to Hire Alla Kachan as Bankruptcy Counsel ----------------------------------------------------------- Ideal Care 4 U, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Alla Kachan, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) assisting the Debtor in administering the case; (b) making such motions or taking such action as may be appropriate or necessary under the Bankruptcy Code; (c) representing the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as the Debtor deems appropriate; (d) taking necessary steps to marshal and protect the estate's assets; (e) negotiating with creditors in formulating a plan of reorganization for the Debtor; (f) seeking confirmation of the Debtor's plan of reorganization; and (g) rendering such additional services as the Debtor may require in the case. Alla Kachan, Esq., the firm's attorney who will be providing the services, will be paid at an hourly rate of $475, while the firm's clerks and paraprofessionals will be paid at an hourly rate of $250. Mr. Kachan disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 Email: alla@kachanlaw.com About Ideal Care Jamaica, N.Y.-based Ideal Care 4 U, Inc. filed a petition for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 21-41869) on July 21, 2021, listing $2,632,800 in assets and $190,252 in liabilities. Olga Palankerina, president, signed the petition. Judge Jil Mazer-Marino oversees the case. The Debtor tapped The Law Offices of Alla Kachan, P.C. as legal counsel and Wisdom Professional Services Inc. as accountant. INFORMATICA LLC: Moody's Puts B2 CFR Under Review for Upgrade ------------------------------------------------------------- Moody's Investors Service placed Informatica LLC's B2 Corporate Family Rating under review for upgrade reflecting the potential for significant deleveraging upon the close of the Initial Public Offering of common stock of Informatica Inc. ("Informatica"), the parent company of Informatica LLC. Moody's also assigned B1 ratings to Informatica's proposed $2.1 billion of first-lien credit facilities that are being raised in conjunction with the IPO. The ratings on the new credit facilities are subject to a successful completion of the IPO and anticipated deleveraging. On Review for Upgrade: Issuer: Informatica LLC Probability of Default Rating, Placed on Review for Upgrade, currently B2-PD Corporate Family Rating, Placed on Review for Upgrade, currently B2 Assignments: Issuer: Informatica LLC Gtd Senior Secured 1st Lien Term Loan, Assigned B1 (LGD3) Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned B1 (LGD3) Outlook Actions: Issuer: Informatica LLC Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE Informatica intends to use net proceeds from the IPO and the new credit facilities to reduce existing indebtedness by over $900 million such that total debt to EBITDA (as reported by the company) will decline by 2x to 3.9x, or 4.7x on a Moody's adjusted basis. Moody's analyst Raj Joshi said, "Informatica will reemerge as a public company after nearly 6 years of being private and undergoing a meaningful operational transformation." The B2 CFR is under review for upgrade to reflect the expectation that following the IPO Informatica will have enhanced financial flexibility to capitalize on large growth opportunities and more diverse sources of capital. Moody's expects to upgrade Informatica's CFR by one notch if the company executes the IPO and reduces financial leverage as expected. Moody's further expects that Informatica's credit metrics will continue to strengthen after the IPO driven by at least the low teens percentages growth in total recurring software revenues comprising subscription and maintenance revenues over the next 2 to 3 years and conservative financial policies. Informatica's credit profile is supported by its good operating scale, high proportion of recurring revenues, and leading products in multiple segments of data management software market. The company's transition from perpetual software license and maintenance revenues to primarily a subscription-based business is largely complete. It has made substantial progress toward modernizing and broadening its portfolio for data management offerings for the hybrid cloud environments. Moody's expects revenue growth of 10% or higher over the next 2 to 3 years. However, the substantial increase in investments in the near term will erode profitability and modestly offset the immediate deleveraging after the IPO. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's expects to upgrade Informatica's CFR to B1 if the company successfully executes the IPO and reduces total debt to EBITDA by 2x. Given the likelihood of meaningful deleveraging, a ratings downgrade is not expected over the intermediate term. The principal methodology used in these ratings was Software Industry published in August 2018. Informatica is a leading independent provider of enterprise data management software and services in on-premise and cloud environments. The company is controlled by affiliates of Permira Advisers and Canada Pension Plan Investment Board. IPC CORP: Moody's Appends LD to Caa3-PD Prob. of Default Rating --------------------------------------------------------------- Moody's Investors Service appended a limited default (LD) designation to IPC Corp.'s Caa3-PD probability of default rating changing it to Caa3-PD/LD. The Caa2 corporate family rating and negative outlook are unaffected. RATINGS RATIONALE On October 1, 2021 IPC announced that it had completed a debt restructuring which reduced debt by over $400 million by converting the second lien debt to equity. Moody's views the transactions as a distressed exchange because of the conversion of a material portion of the outstanding debt to equity, avoiding a likely eventual default. The LD designation will be removed in several business days. Moody's will withdraw all ratings in several business days because the previously rated obligations are no longer outstanding. With revenue of approximately $493 million in last twelve months ending June 30, 2021, IPC provides trading communication technology and network services to the financial markets industry. J.S. CATES CONTRUCTION: Seeks Cash Collateral Access Thru Jan 2022 ------------------------------------------------------------------ J.S. Cates Construction, Inc. asks the U.S. Bankruptcy Court for the District of Minnesota for authority to continue using cash collateral and for other related relief through January 2022 or until the date of plan confirmation. The Court will hold a hearing on the matter telephonically on November 3, 2021 at 10:30 a.m. The Debtor requires continued use of cash collateral so it can propose a plan of reorganization and obtain plan confirmation. The Court previously issued a final order authorizing the use of cash collateral on June 10, 2021, and an order authorizing continued use of cash collateral, on August 25, 2021, which will expire on October 31, 2021. The bankruptcy court approved an extension to the deadline for the Debtor to file its subchapter V plan of reorganization to December 14, 2021. The Debtor related that only CoreTrust Bank NA, successor-in-interest to First Minnesota Bank, has an apparent lien in the cash collateral asset among creditors with purported liens on any of the Debtor's collateral. As of the Petition Date, the Debtor owes CoreTrust $581,359 for loans extended pre-petition. As of the petition date, the Debtor has cash collateral assets with a value of approximately $847,974. CoreTrust only has perfected security interest in, primarily, the accounts receivable, or approximately $450,000 of the cash collateral. The Debtor projects that the value of cash collateral as of the hearing will be approximately $729,511, and otherwise will increase each month to a value at the end of January of 2022. As for adequate protection, the Debtor proposes continued use of cash collateral under the same terms provided in the Court's final order authorizing use of cash collateral, as supplemented by the Court's prior authorization for continued use of cash collateral, and provided in the form of proposed order attached to the motion. As further adequate protection, the Debtor proposes to grant to the CorTrust a replacement lien or a security interest in any new assets, materials, and accounts receivable, generated from the use of cash collateral, with the same priority, dignity, and validity of prepetition liens or security interests. Specifically, the Debtor proposes granting a replacement lien to CorTrust to the extent that it protects it against diminution of the value of its cash collateral as it existed at the time of the commencement of the proceeding. As additional adequate protection, the Debtor proposes to grant CorTrust an additional replacement lien against the Debtor's real property only to the extent the any other replacement liens are insufficient to protect CorTrust against diminution of the value of its cash collateral. CorTrust also has a mortgage in the maximum amount of $100,000 on the Debtor's real property, which has an estimated value of $215,500, thus leaving CorTrust adequately protected on the mortgage plus approximately $115,500 in equity remaining on the real property. As additional adequate protection, CorTrust is further protected by existing guarantees and cross collateralization supporting its loans, which includes additional first-position security interests in the debtor's principal's personal real property, for which there is over $2 million in excess equity. As additional adequate protection, the Debtor proposes to continue all reasonable efforts to collect all prepetition accounts receivable into a segregated debtor-in-possession account, as provided for in the Court's order authorizing continued use of cash collateral. A copy of the motion and the Debtor's budget from May 2021 to January 2022 is available for free at https://bit.ly/3DsvBBr from PacerMonitor.com. The Debtor projects $245,000 in "total cash source" and $359,330 "total use of cash" for the period. The Debtor also provided a petition-date liquidation analysis, disclosing $1,206,394 in Net Total of Assets at Liquidation, assuming distressed sale, foreclosure, liquidation, or bankruptcy sale, based upon depreciation value. Of the amount, the Debtor expects $570,035 as Net Assets Available to Unsecured Creditors, excluding cost of attorneys' fees, foreclosure, moving expense, Chapter 7 trustee's fees, priority claims, etc. About J.S. Cates Construction J.S. Cates Construction, Inc., f/d/b/a J.S. Cates Companies, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 21-40881) on May 17, 2021 in the U.S. Bankruptcy Court for the District of Minnesota. As of the Petition Date, the Debtor disclosed $1,153,474 in total assets and $1,767,454 in estimated liabilities. Judge Kathleen H. Sanberg is assigned to the case. LARKIN HOFFMAN DALY & LINDGREN LTD is the Debtor's counsel. The petition was signed by Jeffrey S. Cates, president & CEO. K R GROUP: Case Summary & Unsecured Creditor -------------------------------------------- Debtor: K R Group 1310 E 73rd Ave Denver, CO 80229 Business Description: K R Group is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 12, 2021 Court: United States Bankruptcy Court District of Colorado Case No.: 21-15188 Debtor's Counsel: Devon Michael Barclay, Esq. DEVON BARCLAY PC 2435 Ingalls Street Denver, CO 80214 Tel: 720-515-9887 Email: devon@devonbarclaypc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Robin Mann as president. The Debtor listed Xcel Energy as its sole unsecured creditor holding a claim of $450. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/O6S6SCY/K_R_Group__cobke-21-15188__0001.0.pdf?mcid=tGE4TAMA KENNETH GREEN: Court Denies Summitbridge's Quiet Title Claim ------------------------------------------------------------ The United States Bankruptcy Court for the Northern District of Georgia, Newnan Division, issued an order dated Sept. 30, 2021, denying Summitbridge National Investments V, LLC's quiet title claim in the adversary proceeding entitled FREEPORT TITLE & GUARANTY, INC., AS TRUSTEE OF THE TROUP COUNTY THREE TRUST, Petitioner, v. SUMMITBRIDGE NATIONAL INVESTMENTS V, LLC, Respondent/Third-Party Plaintiff, v. KENNETH L. GREEN And CYNTHIA R. GREEN, Third-Party Defendants, Adversary Proceeding No. 19-1029 (Bankr. N.D. Ga.). Summitbridge commenced the Adversary Proceeding and sought to remove the Verified Petition to Quiet Title filed by Freeport in the Superior Court of Troup County, Georgia, to the federal court under 28 U.S.C. Section 1452 and Federal Rule of Bankruptcy Procedure 9027. Debtors Kenneth L. Green and Cynthia R. Green transferred the real property that is at the heart of the Adversary Proceeding to Freeport via quitclaim deed dated August 16, 2019. Over 12 years before the Transfer, on February 16, 2007, the Debtors executed a Promissory Note for $320,831.27 and a Georgia Security Deed and Security Agreement conveying legal title to the Property to Branch Banking & Trust Company to secure payment of the Note and related obligations. The Security Deed was recorded in the Troup County, Georgia real property records at Deed Book 1393, Page 706, and reflects that the Debt evidenced by the Note had an original maturity date of February 19, 2012. BB&T and the Debtors entered into a Modification Agreement to Georgia Security Deed and Security Agreement on April 27, 2011, that extended the maturity date of the Debt to April 27, 2012. The Modification Agreement was also recorded in the Troup County, Georgia real property records. When the Debtors commenced their bankruptcy case on May 11, 2012, their Amended Schedule A valued the Property at $325,000. The Court confirmed the Debtors' First Amended Plan of Reorganization on July 22, 2013. Under the confirmed Plan, BB&T's secured claim10 was fixed at $231,072.14, and it was to receive monthly payments of principal and interest at $1,557.07, with the remaining balance, including post-petition interest and fees, becoming due on the "Class 4 Maturity Date" that the Plan defined as "the 20th day. . .[after] the 60th month following the Effective Date. . . ." Since the Effective Date is defined in the Plan as "the date that is sixty (60) days after entry of the Confirmation Order," the Class 4 Maturity Date is calculated as September 20, 2018. BB&T assigned its interest in the Property to Summitbridge on June 28, 2016. By early 2019, the Debtors had defaulted with regard to their obligations under the Note and the Security Deed as modified through the Plan. During 2019, Summitbridge and the Debtors engaged in negotiations regarding the repayment of the Debt. In September 2019, Summitbridge sought to enforce its rights as asserted under the Security Deed by advertising the Property for a foreclosure sale. Upon seeing the notice of foreclosure, a representative of Freeport contacted the Debtors and worked out an arrangement by which Freeport would take title to the Property and file an action to stop the foreclosure from proceeding. Through the Transfer the Debtors conveyed their interest in the Property to Freeport via the Quitclaim Deed dated August 16, 2019. Summitbridge asserted that entry of summary judgment in its favor is warranted on its claim of tortious interference with contract. To succeed on a claim for tortious interference, more must be shown than that a party merely persuaded a person to breach a contractual promise. Further, "'improper action or wrongful conduct'" has been defined to include "'predatory tactics such as physical violence, fraud or misrepresentation, defamation, use of confidential information, abusive civil suits, and unwarranted criminal prosecutions.'" The Court found that a review of the pleadings does not show that sufficient facts have been established beyond dispute that Summitbridge is entitled to summary judgment on this claim. As to the first element, improper action or wrongful conduct, the Court said none of the factors have been alleged or admitted with regard to Summitbridge's Statement of Facts. The second element also seems to be lacking in that it has not been established through undisputed facts how exactly Freeport induced the Debtors to breach their agreement with Summitbridge by recognizing a potential legal issue brought to their attention by Freeport, or how or why Freeport's discussions with the Debtors amount to malice with an intent to injure Summitbridge, the Court noted. Regarding the final element, the Court said Summitbridge has not shown through undisputed evidence how such allegedly tortious conduct proximately caused it damage. Summitbridge's ability to collect its Debt undoubtedly has been affected by the loss of its security. It appears, however, that Freeport acted on a legal infirmity it discovered regarding Summitbridge's right to foreclose and that it entered into a transaction where the Property would be conveyed to it on discounted terms whereby it would then litigate the title issue in court, the Court held. Again, not only is Summitbridge not entitled to summary judgment on this claim, but the Court said it was inclined to enter judgment against Summitbridge on this claim. As with the claim under 11 U.S.C. Section 549, however, the Court will allow Summitbridge additional time to address this issue further pursuant to Rule 56(f). Accordingly, the Court ordered that the Petitioner's Motion is granted and that Summitbridge's Motion is denied on the quiet title claim and the issue of reversion. The Court also ordered that title to the Property is not encumbered by Summitbridge's Security Deed. With regard to the Counterclaims for voidable post-petition transfer under 11 U.S.C. Section 549 and tortious interference with contract, Summitbridge's Motion is deferred and Court will allow the Respondent through and including October 29, 2021, to supplement its motion for summary judgment on these issues, and Freeport may file a response to any such supplement on or before November 19, 2021. A full-text copy of the Order is available https://is.gd/PSJP6P from Leagle.com. Kenneth Green filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-11393) on May 11, 2012. LEGACY HALL: Seeks Approval to Hire Alex Cooper as Auctioneer ------------------------------------------------------------- Legacy Hall, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Alex Cooper Auctioneers, Inc. The Debtor requires the services of an auction firm in connection with the sale of its real properties located at 2551, 2553, 2549 Alabama Ave., SE, Washington, DC. The firm will receive a commission of 3 percent of the gross sales price if there is no cooperating broker or 4 percent if the buyer has a broker. As disclosed in court filings, Alex Cooper Auctioneers is a disinterested party within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Cooper Alex Cooper Auctioneers, Inc. 908 York Road Towson, MD 21204 Phone: +1 410-828-4838 Email: info@alexcooper.com About Legacy Hall LLC Legacy Hall, LLC filed its voluntary petition for Chapter 11 protection (Bankr. D.C. Case No. 21-00164) on June 15, 2021, listing as much as $1 million in both assets and liabilities. Judge Elizabeth L Gunn presides over the case. Daniel Staeven, Esq., at Frost & Associates, LLC, represents the Debtor as legal counsel. LEHMAN BROTHERS: Dist. Court Denies "Wu" Appeal ----------------------------------------------- The United States District Court for the Southern District of New York denied the appeal of Rex Wu, a pro se litigant who filed a motion in the Lehman Brothers Chapter 11 case seeking to recover from Lehman Brothers based on a novel reading of a trust securities prospectus. His motion to file a late claim was denied by the bankruptcy court in 2019 but he did not appeal this decision. Instead, Mr. Wu joined a motion by another pro se litigant, Mr. Joseph Waske, without filing his own motion. When Mr. Waske's motions were denied -- motions which were, substantively, the same as Mr. Wu's previous motions -- Mr. Wu brought this appeal based on his joinder to Mr. Waske's motion. Having not made his own motion, Mr. Wu lacks standing to bring this claim, the District Court held. Even if Mr. Wu did have standing, his appeal would be denied for the reasons outlined in the Court's opinion and order denying Mr. Waske's appeal, in Waske v. Lehman Brothers Holdings Inc., No. 20 Civ. 5083 (S.D.N.Y.). A full-text copy of the Memorandum Opinion & Order dated Sept. 30, 2021, is available at https://is.gd/JgUyOx from Leagle.com. The appeals case is REX WU, Appellant, v. LEHMAN BROTHERS HOLDINGS INC., Appellee, No. 20-CV-5823 (RA)(S.D.N.Y.). About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers Holdings filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. The Debtors' chapter 11 plan was confirmed by the Bankruptcy Court on December 6, 2011 and became effective on March 6, 2012. The Debtors have commenced making distributions to holders of allowed claims and will continue to make distributions in accordance with the Plan until the liquidation of their assets is complete. * * * James W. Giddens, the trustee for the liquidation of LBI, announced in April 2021 that having already achieved a 100 percent distribution of customer property, the Trustee has now distributed approximately $9.096 billion to LBI's general unsecured creditors with allowed claims -- representing a distribution of 40.0605% -- and approximately $261 million to LBI's allowed secured, administrative, and priority creditors -- substantially completing all seventh interim distributions to these claimants. The LBI Trustee has distributed more than $115 billion to over 110,000 of LBI's former customers and creditors. This includes: (i) $92.301 billion distributed to LBI's former customers through the account transfer process; (ii) $13.472 billion distributed through the customer claim process in full satisfaction of all allowed customer claims; (iii) $9.096 billion distributed to LBI's general unsecured creditors with allowed claims -- representing a distribution of 40.0605%; and (iv) $261 million distributed to LBI's allowed secured, administrative, and priority creditors -- representing a 100% distribution on these claims. In October 2021, the team winding down LBHI said it will pay $122.5 million to creditors, the 23rd distribution since Lehman's collapse. This will bring the total payout to unsecured creditors to $128.9 billion. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. The 23rd distribution raised the bondholders' recovery to more than 46.5 cents on the dollar and recoveries for general unsecured creditors of Lehman's commodities to 82.5 cents on the dollar. LEHMAN BROTHERS: District Court Denies "Waske" Appeal ----------------------------------------------------- Joseph Waske and a group of pro se litigants maintained that they are entitled to recover from the dwindling pool of assets in the Lehman Brothers bankruptcy filed thirteen years ago. These individuals own shares of trusts that in turn own Lehman Brothers Holdings Inc. subordinated debt. For nearly a decade, that subordinated debt has ranked behind billions of dollars owed to creditors, but Mr. Waske and others argue their interpretation of the trusts' guarantees entitles them to leapfrog ahead of countless unpaid creditors. The bankruptcy court, explaining that the time for such arguments had "long since passed," denied all of Mr. Waske's motions. Mr. Waske appealled that decision, and also alleged that the bankruptcy court violated his due process rights and was biased against him. The United States District Court for the Southern District of New York affirmed the bankruptcy court's decision and Mr. Waske's appeal is denied. The District Court pointed out that the Bar Date for claims in this case was September 22, 2009. The parties responsible for the subordinated debt held by the trusts at issue here filed timely proofs of claim and had those claims adjudicated. Bankruptcy Rule 3003(c)(3) requires a deadline for proofs of claim in a Chapter 11 case because achieving finality for both the debtors and creditors is critical to the bankruptcy process, which concepts where explained by the bankruptcy court explained in its denial of Mr. Waske's motions, which came more than ten years after the Bar Date. Accordingly, the District Court held that the bankruptcy court did not abuse its discretion in denying these untimely claims. A full-text copy of the MEMORANDUM OPINION & ORDER dated Sept. 30, 2021, is available at https://is.gd/3uJlwM from Leagle.com. The appeals case is JOSEPH WASKE, Appellant, v. LEHMAN BROTHERS HOLDINGS INC., Appellee, No. 20-CV-5083 (RA), (S.D.N.Y.). About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers Holdings filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. The Debtors' chapter 11 plan was confirmed by the Bankruptcy Court on December 6, 2011 and became effective on March 6, 2012. The Debtors have commenced making distributions to holders of allowed claims and will continue to make distributions in accordance with the Plan until the liquidation of their assets is complete. * * * James W. Giddens, the trustee for the liquidation of LBI, announced in April 2021 that having already achieved a 100% distribution of customer property, the Trustee has now distributed approximately $9.096 billion to LBI's general unsecured creditors with allowed claims -- representing a distribution of 40.0605% -- and approximately $261 million to LBI's allowed secured, administrative, and priority creditors -- substantially completing all seventh interim distributions to these claimants. The LBI Trustee has distributed more than $115 billion to over 110,000 of LBI's former customers and creditors. This includes: (i) $92.301 billion distributed to LBI's former customers through the account transfer process; (ii) $13.472 billion distributed through the customer claim process in full satisfaction of all allowed customer claims; (iii) $9.096 billion distributed to LBI's general unsecured creditors with allowed claims -- representing a distribution of 40.0605 percent; and (iv) $261 million distributed to LBI's allowed secured, administrative, and priority creditors -- representing a 100 percent distribution on these claims. In October 2021, the team winding down LBHI said it will pay $122.5 million to creditors, the 23rd distribution since Lehman's collapse in 2008. This will bring the total payout to unsecured creditors to $128.9 billion. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. The 23rd distribution raised the bondholders' recovery to more than 46.5 cents on the dollar and recoveries for general unsecured creditors of Lehman's commodities to 82.5 cents on the dollar. LIBERTY POWER: Shell Energy Ordered to Produce Docs in TCPA Case ---------------------------------------------------------------- Magistrate Judge Donald L. Cabell of the United States District Court for the District of Massachusetts issued an order on the motion to enforce subpoena in the case captioned, SAMUEL KATZ and LYNNE RHODES, individually, and on their own behalf and on behalf of all others similarly situated, Movants, v. SHELL ENERGY NORTH AMERICA (US), LP, a California corporation, Respondents, No. 21-cv-10706-ADB (D. Mass.). Katz and Rhodes are plaintiffs in a putative class action against Liberty Power Corp., LLC and Liberty Power Holdings, LLC, for allegedly violating the Telephone Consumer Protection Act, 47 U.S.C. Sections 227 et seq., titled Katz v. Liberty Power Corp., Civ. A. No. 18-cv-10506-ADB. On December 2, 2020, Katz served third party Shell Energy North America (SENA), a creditor of the Liberty entities, with a subpoena seeking production of communications and various financial documents involving Liberty. On January 22, 2021, Katz filed a Motion to Enforce the subpoena in the federal district court for the District of Southern California, the court where compliance was required. SENA opposed and Katz filed a reply. On April 23, 2021, the court in the Southern District of California transferred the motion to this district pursuant to Fed. R. Civ. P. 45(f), finding that "exceptional circumstances" -- namely, the extensiveness of the underlying litigation -- justified the transfer. The court observed that as SENA is a national corporation, transfer would not impose a significant burden on it, and any existing burden was outweighed by the interest in ensuring consistent rulings, preserving judicial economy, and permitting the court with the most experience and knowledge of the facts to rule on the motion. The parties subsequently narrowed somewhat the scope of the subpoena but a review of the pleadings and exhibits indicates that Katz still seeks the following documents: 1. All emails to or from the Liberty Power domain libertypowercorp.com for the year 20201; and 2. All documents related to due diligence that SENA undertook regarding Liberty. Since a Rule 45 subpoena must comport with Fed. R. Civ. P. 26(b)(1), the "information sought . . . must be: (1) not privileged; (2) relevant to the claim or defense of any party; and (3) either admissible or reasonably calculated to lead to the discovery of admissible evidence." Additionally, a subpoena may be quashed or modified if production would subject the recipient to undue burden. In evaluating undue burden, courts look at (1) the relevance of and (2) necessity for the documents sought, (3) the breadth of the request, and (4) the expense and inconvenience of complying with the subpoena. Katz asserted that the documents it seeks are relevant to determine whether Liberty's production is complete, especially where Liberty Power Holdings, LLC has gone into Chapter 11 bankruptcy and Liberty Power Corp., LLC, appears to be in the process of dissolution. Further, Katz noted that the court through the underlying action has authorized it to conduct financial discovery to attempt to reassert a claim under the Florida Uniform Fraudulent Transfer Act, and also to determine possible punitive damages under the TCPA. As a creditor of Liberty, SENA presumably would have relevant financial information. In its opposition memorandum, SENA contended that Katz has not made a showing of the relevance of the sought documents given that the underlying litigation focuses on improper telemarketing techniques. Further, SENA contended that the requests are unduly burdensome because SENA is a national corporation with a multitude of accounts, servers, and documents that it would have to search. Finally, SENA noted that it has already produced all financial information "reasonably proportionate to the discovery needs of this case." From its review, the magistrate found as a threshold matter that the subpoena does seek relevant information where the court has authorized financial discovery and SENA is a creditor of Liberty. The magistrate found further that SENA has not made a compelling showing that complying with the remaining requests would subject it to undue burden. Initially, SENA objected to every request in the subpoena with the same boilerplate language. The court has previously rejected similar boilerplate objections in the underlying case as inadequate, the magistrate pointed out. It is not enough to merely assert overbreadth, burden, or oppression; instead, the party resisting discovery must specifically show how each request for production is either not relevant or overbroad, burdensome, or oppressive, and SENA has not made this showing, the magistrate said. As SENA has failed to do so, the court does not credit its objections. Accordingly, the magistrate granted the movants' Motion to Enforce Subpoena and ordered SENA to produce within 30 days of the issuance of the order: 1. Emails from the year 2020 to or from the domain libertypowercorp regarding three Liberty employees to be identified by Katz. If any such emails are subsequently withheld on the basis of privilege or work product, SENA shall accompany its production with a privilege log. 2. All documents pertaining to SENA's due diligence regarding Liberty. As the record indicates that it is unclear if SENA has any such documents in its possession, if SENA indeed has no such documents in its possession, custody, or control, it shall so state in a formal response to the subpoena. A full-text copy of the Order dated Sept. 30, 2021, is available at https://is.gd/V75odt from Leagle.com. About Liberty Power Established in 2001 and headquartered in Fort Lauderdale, Fla., Liberty Power Holdings, LLC is one of the largest and longest-tenured owner-operated retail electricity provider in the United Stats. It provides large and small businesses, government agencies and residential customers with competitively priced electricity, sustainability solutions and exceptional customer service. Liberty Power filed a voluntary petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 21-13797) on April 20, 2021. On June 4, 2021, LPT, LLC, Liberty Power Maryland, LLC and Liberty Power District of Columbia, LLC sought Chapter 11 protection. The cases are jointly administered under Case No. 21-13797 and have been assigned to Judge Scott M. Grossman. At the time of the filing, Liberty Power disclosed total assets of up to $100 million and total liabilities of up to $500 million. The Debtors tapped Genovese Joblove & Battista, P.A. as legal counsel and Berkeley Research Group, LLC as restructuring advisor. Robert Butler, managing director at Berkeley, serves as the Debtors' chief restructuring officer. Stretto is the claims and noticing agent. LIVEXLIVE MEDIA: Changes Corporate Name to "LiveOne Inc." --------------------------------------------------------- Effective Oct. 5, 2021, LiveXLive Media, Inc. changed its corporate name to LiveOne, Inc. The Name Change was effected through a parent/subsidiary short-form merger of LiveOne, Inc., the company's wholly-owned Delaware subsidiary formed solely for the purpose of the Name Change, with and into the company. The company was the surviving entity. To effectuate the short-form merger, the company filed a Certificate of Merger with the Secretary of State of the State of Delaware on Oct. 1, 2021. The merger became effective on Oct. 5, 2021 with the State of Delaware and, for purposes of the quotation of the company's common stock on The NASDAQ Capital Market, effective at the open of the market on Oct. 6, 2021. The company's board of directors approved the short-form merger. In accordance with Section 253 of the Delaware General Corporation Law, stockholder approval of the short-form merger was not required. The company's Bylaws will also be amended to reflect the company's new legal name. The merger and resulting Name Change do not affect the rights of the company's security holders. The company's common stock will continue to be quoted on Nasdaq; however, effective Oct. 6, 2021, the company's common stock is quoted under the new symbol "LVO" and the new CUSIP number for the company's common stock is 53814X102. Following the Name Change, the stock certificates which reflect the company's prior corporate name, will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to our transfer agent. Stockholders do not need to exchange their stock certificates as a result of the Name Change and should not send their stock certificates to the company. About LiveXLive Media, Inc. Headquartered in Los Angeles, California, LiveXLive Media, Inc., now known as LiveOne, Inc., is a global talent-first, interactive music, sports, and entertainment subscription platform delivering premium content and livestreams from the world's top artists. LiveXLive Media reported a net loss of $41.82 million for the year ended March 31, 2021, compared to a net loss of $38.93 million for the year ended March 31, 2020. As of June 30, 2021, the Company had $92.39 million in total assets, $85.87 million in total liabilities, and $6.51 million in total stockholders' equity. Los Angeles, California-based BDO USA, LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated July 14, 2021, citing that the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. LOUISIANA CRANE: Sterling's Joinder in Secured Creditors' Objection ------------------------------------------------------------------- Sterling National Bank, secured creditor to debtor Louisiana Crane & Construction, LLC, joins in certain objections submitted by certain other secured creditors to the Debtor's Motion to approve its proposed Disclosure Statement with respect to its proposed Chapter 11 Plan of Reorganization. Sterling agrees with and joins in the certain of the objections asserted by, among others, Siemen's Financial Services, Inc. ("Siemen's"), Mack Financial Services, a division of VFS US LLC ("Mack Financial") and Caterpillar Services Financial Corporation ("Caterpillar") in their respective objections to the Disclosure Statement filed with the Court: * The Debtor defines "Secured Lender Value" in part by reference to a subsection of Section 1129 of the Bankruptcy Code that does not exist. * Sterling joins in Caterpillar's objection that the Disclosure Statement and/or Plan reference and/or contain impermissible third-party injunctions against certain officers and/or insiders of the Debtor, or at best, said provisions are not clear. * Sterling joins in Caterpillar's objection and shares its concerns that the Debtor has not provided adequate information in the Disclosure Statement to show how the Plan is actually feasible. Although it is Sterling's position that it is fully secured (See Sterling's proof of claim), to the extent that it is determined that any portion of Sterling's claim is unsecured, neither the Disclosure Statement nor Plan provide for the treatment of Sterling's purported unsecured claim portion as sharing pro rata in the pool of Class 16 unsecured claims. Lastly, Sterling notes that the Disclosure Statement contains a "Cash Out" option on a first come first serve basis for secured creditors who want to sell their loan to People's Bank for an amount equal to the valuation of their secured collateral. It is respectfully submitted that the Disclosure Statement does not provide adequate information or transparency with respect to the proposed "Cash Out" option process, which appears to have concluded already notwithstanding the fact that the Disclosure Statement has not yet been approved and the Plan has not been confirmed. A full-text copy of Sterling's Objection dated Oct. 7, 2021, is available at https://bit.ly/2WYTD7A from PacerMonitor.com at no charge. Attorneys for Sterling: BLANCHARD, WALKER, O'QUIN & ROBERTS M. Thomas Arceneaux, LA Bar #02527 P.O. Drawer 1126 333 Texas Street-Suite 700-Regions Tower (71101) Shreveport, Louisiana Tel: (318) 221-6858 Fax: (318) 227-2967 Email: tarceneaux@bwor.com About Louisiana Crane Louisiana Crane & Construction, LLC, is a Eunice, La.-based supplier of traditional crane services and general oilfield construction, pipeline, plant maintenance, rotating equipment, and millwright services. Louisiana Crane & Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 21-50198) on April 6, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge John W. Kolwe oversees the case. Heller, Draper & Horn, LLC is the Debtor's legal counsel while Darnall Sikes & Frederick serves as its accountant. LOVE BITES: Seeks Cash Collateral Access ---------------------------------------- Love Bites By Carnie, Inc. asks the U.S. Bankruptcy Court for the District of Oregon for authority to use cash collateral and provide adequate protection. The Debtor requires the use of Cash Collateral to make reasonable and necessary payments related to the business including, but not limited to, property taxes, repair and maintenance costs and adequate protection payments and/or mortgage payments to the Lien Creditors. Albina Community Bank, nka Beneficial State Bank, Financial Pacific Leasing, Inc., and Tri-County Industrial Parks # 6 LLC, the Lien Creditors, assert an interest in the Debtor's cash collateral. In order to formulate a plan of reorganization, the Debtor requires the use of Cash Collateral for the payment of operating expenses. The Debtor proposes to use Cash Collateral of $46,929 on the terms set forth in the proposed Preliminary Order Authorizing Use of Cash Collateral. Such Cash Collateral includes, but is not limited to, any uncashed checks made payable to the Debtor and cash collateral in possession of a Lien Creditor or an agent for a Lien Creditor on the Petition Date. To maintain operations pending the submission of a plan of reorganization, the Debtor requires the use of Cash Collateral for the payment of operating expenses. The Debtor proposes to use $565,773 in Cash Collateral on the terms set forth in the proposed Final Order Authorizing Use of Cash Collateral. The Debtor further proposes that the authority to use Cash Collateral be limited to the cumulative amounts and uses of Cash Collateral as set forth in the Budget; provided however, the Debtor may make expenditures in excess of the amounts specified in the Budget subject to the limitation that the aggregate budget variance will not exceed 15% of the total projected expenditures under the Budget for that Budget period. As adequate protection for the Debtor's use of cash collateral, the Debtor proposes to grant each of the Lien Creditors a replacement lien on all of the post-petition property of the same nature and kind in which each of them has a pre-petition line or security interest. The replacement liens will have the same relative priority vis-a-vis one another as existed on the petition date with respect to the original liens. The Debtor will make adequate protection payments of $7,981.49 per month to Beneficial State Bank on account of the 1586 Note. Beginning on November 4, 2021, the Debtor shall make such adequate protection payments on the fourth day of the month for each month outlined in the Budget. A copy of the order and the Debtor's budget from October 15, 2021 to January 2022 is available at https://bit.ly/3arQuQQ from PacerMonitor.com. The Debtor projects $595,441 in total income and $565,773 in total cash disbursements for the period. About Love Bites by Carnie, Inc. Love Bites by Carnie, Inc. manufactures sugar and confectionery products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 21-32073) on October 11, 2021. In the petition signed by Tiffany Miller, chief executive officer, the Debtor disclosed $721,448 in assets and $3,635,699 in liabilities. Judge David W. Hercher oversees the case. Douglas R. Ricks, Esq., at Vanden Bos and Chapman, LLP is the Debtor's counsel. MAUNESHA RIVER: Seeks Cash Collateral Access Thru Nov. 21 --------------------------------------------------------- Maunesha River Dairy, LLC asks the U.S. Bankruptcy Court for the Western District of Wisconsin for authority to use cash collateral through November 21, 2021, and provide adequate protection to BMO Harris Bank, N.A., Farmers & Merchants Union Bank and Agri-Max Financial Services, LP. The Debtor requires the use of cash collateral to pay reasonable and necessary costs of operating Maunesha's dairy farm, including paying wages, rent, utilities, farming expenses, including the continued purchase of replacement heifers, providing BMO, FMUB and AGRI-MAX adequate protection (BMO and FMUB will receive interest-only payments based upon the principal balance owed to each and AGRI-MAX will receive contractual payments), and professional fees and other administrative costs of the case. As adequate protection for the Debtor's use of cash collateral, BMO, FMUB and AGRI-MAX will receive replacement liens in post-petition collateral in the same character, priority and extent of each party's pre-petition liens; interest payments based upon the value of its collateral; and Maunesha will maintain insurance on all collateral, all as set forth in the Budget. The terms and conditions for the continued use of cash collateral remain the same as those set forth in the Second Order. Maunesha will use cash collateral pursuant to a budget, and in exchange will provide adequate protection and periodic reports to the Cash Collateral Creditor. As before, pursuant to the Budget: a. Interest-only payments, based on the principal pre-Petition balance due, will be made to BMO, FMUB and SBA; and b. Contractual payments to secured creditors holding valid and perfected purchase-money security interests shall continue to be made; c. Contractual lease payments will continue to be made; d. Payments to professionals will continue to be made; e. Periodic sales and purchases of livestock will be made to maintain and grow the herd; and f. Ordinary and necessary business expenses as outlined in the Budget will continue to be paid as incurred. The notable changes in the Budget are: a. Maunesha removed the loan for silage reflected in the budget accompanying the Second Order as it will purchase silage on an as-needed basis. b. Updated Budget Assumptions. A copy of the motion is available at https://bit.ly/3Atc2Y4 from PacerMonitor.com. About Maunesha River Dairy, LLC Maunesha River Dairy, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wis. Case. No. 21-11157) on May 27, 2021. In the petition signed by Dennis E. Ballweg, the member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Jane F. Zimmerman, Esq., at Murphy Desmond S.C. is the Debtor's counsel. MAXAR TECHNOLOGIES: S&P Alters Outlook to Positive, Affirms 'B' ICR ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Maxar Technologies Inc. and revised the outlook to positive from stable. At the same time, S&P affirmed its 'B' rating on the company's first-lien debt. The '3' recovery rating is unchanged. The positive outlook reflects S&P's expectation that debt to EBITDA will likely decline below 5x in the next 12 months and remain there. Organic revenue and EBITDA growth are likely to improve Maxar's credit ratios. The company's Space Infrastructure business segment generated losses for multiple years as the geostationary communication (GEO) satellite business struggled. However, that business unit has returned to profitability and will likely return to growth on recent commercial satellite wins. The Earth Intelligence segment has also experienced organic growth with the products and services businesses generating more revenue and Vricon continuing to be a strength. EBITDA margins have improved across the board as Maxar developed more cost-efficient operating methods during the pandemic. A lower-cost structure and a more favorable revenue mix stemming from the Vricon acquisition in 2020 should produce higher EBITDA margins. Delays in the launch of the WorldView-Legion satellite constellation and upcoming contract awards create uncertainty. Maxar has delayed launches multiple times and now expects the first launch between March and June 2022. Delays increase Maxar's capital expenditure requirements and reduce its free cash flow. Further delays could also result in some expected revenue in 2023 and beyond not being realized. However, the company's existing satellites can take on new contracts if Legion is delayed further. In addition to the pending launch, upcoming new contracts and recompetes such as Electro-Optical Commercial Layer could be awarded soon and are important for Maxar's continued revenue growth. Maxar continues to prioritize reducing leverage. Earlier this year, the company retired $350 million of debt using proceeds from a new equity issuance. S&P said, "We expect further leverage reduction to be a product of increasing EBITDA more so than early debt repayments, though that could change as the company's free cash flow increases from slightly better that break-even in 2021 to $230 million-$260 million in 2022. The company remains committed to decreasing leverage such that we do not expect any significant dividends, share repurchases, or major debt-financed acquisitions in the near term." The positive outlook on Maxar reflects S&P's expectation that debt to EBITDA will decline below 5x in the next 12 months and continue to improve as earnings grow and the company focuses on reducing leverage. S&P could raise its rating on Maxar in the next 6-12 months if its debt to EBITDA declines below 5x and S&P expects it to remain there for an extended period. This could occur if: -- The company wins important new contracts and recompetes; -- It manages costs such that EBITDA continues to grow organically; and -- WorldView-Legion remains on track for a 2022 launch. S&P could revise the outlook on Maxar to stable if it expects debt to EBITDA to remain above 5x. This could occur if: -- The company fails to win new contract awards; -- The improvement in the GEO business stalls and the Space Infrastructure segment operates at a loss; or -- WorldView-Legion sees more delays or more significant issues resulting in increased costs, causing S&P to reevaluate the company's competitive position. MEREDITH CORP: IAC Transaction No Impact on Moody's B2 CFR ---------------------------------------------------------- Moody's Investors Service says Meredith Corp.'s announcement on October 6, 2021 that it had entered an agreement to sell a portion of its operations to IAC (unrated) does not impact Meredith's ratings, including its B2 corporate family rating, and stable outlook. Valued at approximately $2.7 billion, the all-cash transaction is expected to close in Q4 2021. It has been unanimously approved by the Boards of Directors of both IAC and Meredith and is not conditioned on either company's shareholder vote. There are change of control provisions embedded in the credit agreement and indenture. If Meredith repays in full its outstanding debt as planned, Moody's expect to withdraw the ratings on the company. The IAC and Meredith transaction is structured as an all-cash stock acquisition of the entity that will hold Meredith's Digital and Magazine businesses and corporate operations following its spin-off to Meredith shareholders in accordance with the previously announced sale of Meredith's Local Media Group (LMG) business to Gray Television, Inc. (B1 stable). Meredith is a diversified media company with magazine publishing, brand licensing, and television broadcasting operations. The company currently operates two business segments, National Media (NMG), and Local Media (LMG). The National Media segment includes national consumer media brands delivered via multiple media platforms including print magazines and digital and mobile media, brand licensing activities, database-related activities, and business-to-business marketing products and services. The Local Media segment consists of 17 television stations located across the United States (U.S.) concentrated in large and fast-growing markets with related digital and mobile media assets. Meredith's revenue for last twelve months ending June 30, 2021 was approximately $3 billion. MONITRONICS INT'L: Moody's Rates 1st Lien Loans B1, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service affirmed Monitronics International, Inc.'s credit ratings, including the residential alarm monitor's Caa1 corporate family rating and Caa1-PD probability of default rating. Moody's assigned B1 ratings to Monitronics' first-lien super-priority debt, including a proposed $100 million revolver, a $75 million term loan, and an undrawn $25 million delayed draw term loan. Moody's also assigned a Caa1 rating to the company's proposed $1,100 million, seven-year secured notes issuance. Since Monitronics no longer reports its financial results publicly, Moody's has withdrawn the company's SGL-3 speculative grade liquidity rating. Moody's changed the company's outlook to stable from positive. Proceeds from the notes issuance plus a $75 million draw under the term loan and a $25 million draw under the revolver will be used to pay off $1,017 million of existing outstanding term loan and revolver debt, allocate $154 million of cash to Monitronics' balance sheet, and pay for transaction expenses. Upon closing of the transaction, Moody's will also withdraw ratings on Monitronics' existing super-priority and first-lien term loan debt that is being repaid via the refinancing. The following ratings/assessments are affected by the action: Ratings Affirmed: Issuer: Monitronics International, Inc. Corporate Family Rating, Affirmed Caa1 Probability of Default Rating, Affirmed Caa1-PD New Assignments: Issuer: Monitronics International, Inc. Senior Secured 1st Lien Term Loan, Assigned B1 (LGD1) Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B1 (LGD1) Senior Secured 1st Lien Revolving Credit Facility, Assigned B1 (LGD1) Senior Secured Notes, Assigned Caa1 (LGD4) Ratings Withdrawn: Issuer: Monitronics International, Inc. Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-3 Outlook Actions: Issuer: Monitronics International, Inc. Outlook, Changed to stable, from positive RATINGS RATIONALE Monitronics' stable outlook reflects improved liquidity while taking into account the leveraging nature of the refinancing which raises Moody's-adjusted, pro-forma June 30, 2021 debt-to-recurring monthly revenue ("RMR") to 32 times, from about 28 times. Pro-forma debt-to-pre-subscriber acquisition cost ("PreSAC") EBITDA leverage, on a gross-debt basis, would increase to 4.8 times, from 4.3 times. Monitronics faces heavy costs in 2021 and 2022 for 3G telecom platform conversions, earnout payments to sellers for bulk purchases of subscriber contracts and, in 2021, fees for the proposed refinancing itself. These obligations strain liquidity, while the refinancing's cash allotment will shore up Monitronics balance sheet with ample liquidity for at least the next 12 to 18 months. Monitronics, the nation's third largest provider of residential alarm services, faces these hurdles while it continues the transition from an all-dealer network to a hybrid sales model employing both dealer and direct-to-consumer ("DTC") channels, with the expectation that dealer sales will generate three quarters of revenue by the end of this year, as compared with more than 90% in 2019. Monitronics' ratings also reflect Moody's expectations for generally improving trends in credit metrics and operating performance, including revenue stabilization and declining execution risks with regard to the company's evolving sales strategy. In 2020, Monitronics posted improvements in attrition and creation multiples, as well as in cash flow from operations and free cash flow, the latter which turned slightly positive. Revenues were effectively flat for the year, at $504 million, in contrast to Moody's expectations for a low-single-digit percentage decline. Bulk subscriber purchases and direct-to-customer sales (the latter which includes lower-ARPU, DIY customers) are becoming an increasingly important revenue source for Monitronics and will help to continue to bring down creation costs given lessened reliance on the dealer network. Attrition should continue to ease over the next couple years as well, as the company's robust analytical and marketing efforts to support customer retention take hold. Debt-to-RMR leverage over the ratings horizon will hold within a band of 30 to 32 times, higher than Moody's expectations from earlier this year but still good for a Caa1-rated alarm monitor. While Moody's expects low-single-digit-percentage revenue gains this year and next, the company faces tens of millions of dollars in annual upgrade expenditures for customers that use 3G or CDMA telecom technologies that those technologies' providers are in the process of phasing out. Through mid-year 2021, Monitronics has spent half of the total, approximately $90 million estimate for conversion costs. These obligations -- subscribers with older cellular networks may need to have certain security equipment replaced to maintain their monitoring service -- will make demands on Monitronics' liquidity and could pressure attrition. Meanwhile, fees and higher interest expense from the proposed transaction and initiatives like bulk purchases of subscribers and earn-out obligations could strain liquidity. The resultant weak free cash flow (even on a steady-state basis) that Moody's expects Monitronics to generate over the next 12 to 18 months is counterbalanced by additional liquidity provided by the proposed financing's cash allotment and $75 million of availability under the new revolver. Liquidity is supported by the standard industry assumption that an alarm monitor can curtail an active subscriber acquisition programs in order to free up funds. Combined, these factors constitute an adequate liquidity profile. Moody's ratings action is subject to review of the credit agreement's final terms and conditions. Moody's expects the super-priority bank credit facilities' total commitment amount will not exceed $200 million. The proposed $100 million revolver will employ a borrowing base calculated as a six-times multiple of RMR less term loan outstandings and delayed-draw commitments. The bank facilities will also be governed by a total-net-debt-to-RMR maximum set at a 20% cushion to management's projections. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Monitronics can maintain improving operating trends, including revenue growth, and if liquidity and free cash flow improve. The ratings could be downgraded if revenue growth turns significantly negative, or if Monitronics' liquidity position deteriorates. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Doing business as Brinks Home Security, Monitronics International, Inc. provides alarm monitoring services to 892,000 (as of June 30, 2021) mainly residential customers in the U.S. and Canada. Moody's expects the company will generate 2021 revenue of about $525 million, a 4% improvement over 2020. MOUNTAIN VISTA: Case Summary & 3 Unsecured Creditors ---------------------------------------------------- Debtor: Mountain Vista Holdings, LLC 213 Park Ave Laguna Beach, CA 92651 Business Description: Mountain Vista Holdings, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 12, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-12479 Judge: Hon. Erithe A. Smith Debtor's Counsel: David G. Epstein, Esq. THE DAVID EPSTEIN LAW FIRM PO Box 4858 Laguna Beach, CA 92652-4858 Tel: (949) 637-4048 Email: depsteinlaw@icloud.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by D. Scott Abernathy as authorized representative (manager). A copy of the Debtor's list of three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PPGMUHA/David_G_Epstein__cacbke-21-12479__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/O2QHM4Q/David_G_Epstein__cacbke-21-12479__0001.0.pdf?mcid=tGE4TAMA NATURE COAST: Seeks Cash Collateral Access ------------------------------------------ Nature Coast Emergency Medical Foundation, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, for authority to use cash collateral retroactive to October 2, 2021 and provide adequate protection to entities that may have an interest. The Debtor seeks permission to use property that may constitute Cash Collateral comprised of cash, income and other receivables derived from the Debtor's operations. These assets would be used to fund the Debtor's costs of administration in the chapter 11 case and operating expenses pursuant to a budget for the duration of the chapter 11 case. Citrus County, Florida may assert a security interest in the Debtor's Cash Collateral. The Debtor does not believe Citrus has a valid perfected lien on the receivables. CenterState Bank may also assert a security interest in the Debtor's Cash Collateral. Again, the Debtor does not believe that CenterState has a valid perfected lien on the receivables. On October 1, 2017, the Debtor and Citrus entered into an Agreement commencing on October 1, 2017 and ending on September 30, 2022, whereby the Debtor was to provide emergency medical and transportation services to the citizens of Citrus County, Florida in exchange for Citrus paying annual lump sum payments to the Debtor to partially compensate it for its work. On September 17, 2021, Citrus served the Debtor with a Letter Re: Termination of Contract which purports to terminate the Citrus Contract effective as of October 1, 2021. On September 28, 2021, the Debtor responded to the September Letter by serving Citrus with a Letter Re: Response to Termination of Contract Correspondence dated September 17, 2021 Nature Coast Emergency Medical Foundation, Inc. The Response Letter raises both procedural and substantive issues with the September Letter, however, because the mission statement to serve the community takes priority the Debtors notes it will "diligently work with the County to facilitate a seamless transition of services to the County so that the residents and citizens of Citrus County will have uninterrupted EMS Transport Services –-a critical life-saving service." It further asserts its rights in the accounts receivables so that it can fund its continuing payroll obligations and self-fund employee health plan. To take the first step towards an amicable transition, on October 1, the Debtor and Citrus closed on a transaction whereby the bulk of the ambulatory fleet was delivered to Citrus by virtue of a Bill of Sale and General Conveyance Transfer and Assignment for the tangible personal property stored, maintained or present in the ambulances. In addition, the Debtor executed certificates of title for the vehicles themselves. Because of the hybrid shift model, effective as of 8 a.m. EST on October 2, 2021 Citrus not only took possession of the retitled vehicles but was now (able to and) responsible for the county's emergency services. The Debtor asserts that the Agreement was terminated prematurely and improperly by Citrus and that Citrus does not have a valid and perfected lien on the Debtor's accounts and accounts receivables. To provide adequate protection the Debtor proposes: a. All income derived from the business operations of the Debtor will be swept into a new debtor-in-possession bank account. b. The Debtor will disburse funds from the Account to pay the customary and reasonable expenses including pre-petition wages of its employees, insurance and any other necessary expenses to preserve the value of the estate. The Debtor is still discussing an immediate budget and will supplement the Motion with the budget or affix the same to any interim order granting the Motion. c. The Debtor requests that a variance of expense line items of up to 10% per month and cumulatively per month of up to 10% be permitted without the need for further order of the Court. Citrus and CenterState may approve a variance of more than 10% without further order of the Court either. d. The Debtor will provide CenterState and Citrus with monthly written reporting as to the status of its accounts receivable, collections and disbursements in the same or similar format as has been historically provided by Debtor. The Debtor submits that such reporting requirements serve to adequately protect the interests of Citrus and CenterState especially when coupled with the reporting requirements under the Bankruptcy Code and Bankruptcy Rules. A copy of the motion is available at https://bit.ly/3FsNEJE from PacerMonitor.com. About Nature Coast Emergency Medical Foundation, Inc. Nature Coast Emergency Medical Foundation, Inc. -- https://naturecoastems.org/ -- is Citrus County's exclusive, not-for-profit (501(c)3), Advanced Life Support 9-1-1 emergency responder and medical transportation provider. The organization was established on Oct. 1, 2000. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-02357) on October 2, 2021. In the petitio signed by Mary Hedges, president, the Debtor disclosed $7,016,218 in otal assets and $4,730,723 in total liabilities. David S. Jennis, Esq., at David Jennis, PA d/b/a Jennis Morse Etlinger is the Debtor's counsel. OCTAVE MUSIC: Moody's Hikes CFR to B2 & Alters Outlook to Positive ------------------------------------------------------------------ Moody's Investors Service has upgraded The Octave Music Group, Inc.'s Corporate Family Rating to B2 from B3, Probability of Default Rating to B3-PD from Caa1-PD and ratings on the senior secured first-lien bank credit facilities to B2 from B3. The outlook was revised to positive from stable. Upgrades: Issuer: The Octave Music Group, Inc. Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B3-PD from Caa1-PD $25 Million Amended Senior Secured First-Lien Revolving Credit Facility due 2024, Upgraded to B2 (LGD3) from B3 (LGD3) $290 Million ($250.1 Million outstanding) Amended Senior Secured First-Lien Term Loan due 2025, Upgraded to B2 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: The Octave Music Group, Inc. Outlook, Changed to Positive from Stable RATINGS RATIONALE The ratings upgrade reflects Moody's expectation for Octave Music's continued solid operating performance through 2022 following strong year-over-year revenue growth, sequential EBITDA improvement and continued cost management as the global economy continues to recover from last year's economic recession. In the June quarter, the TouchTunes interactive jukebox segment experienced gross coinage outperformance (averaging 116% of Q2 2019 gross coinage) driven by mobile song price increases and strong consumer demand. Octave Music reported Moody's adjusted EBITDA of around $25 million in Q2 2021, which is just over twice the $14 million adjusted EBITDA reported in Q2 2019. The ratings upgrade also considers Octave Music's recent sale of the underperforming and lower margin PlayNetwork, Inc. ("PlayNetwork") asset, repayment of debt with initial sales proceeds and Moody's expectation that the company will allocate future PlayNetwork sales proceeds to additional debt paydown over the next two quarters. On September 17, Octave Music sold its non-interactive PlayNetwork background music business for an undisclosed sum to Mood Media, the largest player in the space. The PlayNetwork business has suffered declines in locations and recurring monthly revenue, which accelerated during the pandemic, and has not sufficiently recovered amid reopening of the global economy and improving business conditions. This is chiefly due to the segment's exposure to increasing competition as a result of a challenged retail operating environment, particularly in North America. Mood Media made an initial payment in September and Octave Music will receive subsequent payments from the buyer over the next six months, a portion of which will be based on PlayNetwork's Q4 2021 operating performance. Octave Music used a portion of the initial sales proceeds to prepay $10.4 million of the term loan on September 24, and cash-on-hand to prepay an additional $17 million on October 4. The positive outlook reflects Moody's view that momentum from reopening of the economy combined with strong pent-up demand for visiting social gathering venues such as bars and restaurants where Octave Music's jukeboxes are located, will continue to produce increased out-of-home mobility and support growth in user activity and engagement. Moody's projects US GDP will expand 6.5% in 2021 (6.2% globally) and 4.5% in 2022 (4.5% globally). The outlook also embeds Moody's expectation that the company will continue to effectively manage operating expenses and achieve positive organic revenue growth in 2021, which will support operating margin expansion. Additionally, the outlook acknowledges the investments that Octave Music has made to expand its presence in the interactive jukebox segment. As bars and restaurants have reopened in North America and customer traffic has risen amid easing of capacity restrictions and widely administered vaccines coupled with a recovery in household consumption, Moody's believes Octave Music will continue to experience strong EBITDA growth over the next t wo years. When combined with the company's plan to repay debt, Moody's forecasts total debt to EBITDA will decline to the 3x-3.5x area by year end 2022 from 5.1x at LTM June 30, 2021 or 4.4x pro forma for the PlayNetwork disposition and recent term loan repayments (all metrics are Moody's adjusted). The B2 CFR reflects Octave Music's: (i) market leadership position with the largest network of digitally connected jukeboxes in North America; (ii) barriers to entry that stem from its highly fragmented network of 2,500+ independent operators, patented technology and cumulative R&D spend; (iii) low jukebox-related capital expenditures given that the operator network is responsible for all installation, repair and maintenance of the installed fleet; (iv) good cash flow dynamics from increasing mobile penetration and higher mobile application pricing, which facilitated positive free cash flow generation (FCF) in FY 2020 and H1 2021; (v) recurring jukebox music revenue supported by rising average weekly coinage per jukebox and resurgent average active jukebox volumes; and (vi) long-standing relationships with major labels, publishers and performance rights organizations (PROs) that provide music content via multi-year licensing agreements. The B2 rating is constrained by Octave Music's: (i) moderately high financial leverage, albeit expected to decline; (ii) small revenue base; (iii) exposure to discretionary spend from consumer and small-to-medium sized (SMB) bars and restaurants, as well as temporary inventory supply constraints during the economic recovery; (iv) potential return to pre-pandemic modest revenue growth in future years owing to flat-to-declining jukebox unit volume growth and customer traffic pressures following the sharp 2021 business rebound; and (v) ownership by a private equity sponsor, which poses governance risks. Over the next 12-15 months, Moody's expects Octave Music to maintain good liquidity supported by projected FCF in the $40 - $60 million range and sufficient cash balances (cash totaled around $50 million at June 30, 2021). The company produced approximately $34 million in FCF for the LTM period ended 30 June 2021, equivalent to 12% of total adjusted debt (as calculated by Moody's). External liquidity is supported by a $25 million amended revolving credit facility (RCF), which currently has $24.7 million of availability as of September 30, 2021 (net of $0.3 million outstanding LOCs). The term loan has a mandatory amortization of approximately $10 million annually or $2.5 million quarterly, which Moody's expects the company will pay via internal cash sources. Octave Music completed a second amendment to its bank credit agreement, which provided covenant relief by implementing a minimum LTM Adjusted EBITDA test through Q2 2021 and relaxing the Maximum Total Secured Net Leverage Ratio to 10x (as defined in the amended credit agreement) beginning in Q3 2021 stepping down each quarter until it reaches 4.5x in Q4 2023, and remaining at this level thereafter. As a portfolio company of private equity sponsor Searchlight Capital Partners, Moody's expects the company's financial strategy to be relatively aggressive and governance risk to be elevated given that equity sponsors have a tendency to tolerate high leverage and favor high capital return strategies. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade could occur if Octave Music exhibits revenue growth and EBITDA margin expansion that lead to a sustained reduction in total debt to EBITDA leverage below 4.25x (Moody's adjusted) and free cash flow to adjusted debt of at least 7%. The company would also need to maintain a good liquidity position and continue to exhibit prudent financial policies. Ratings could experience downward pressure if total debt to EBITDA leverage is sustained above 6.5x (Moody's adjusted) or EBITDA growth is insufficient to maintain positive free cash flow to debt of at least 2% (Moody's adjusted). Headquartered in New York, N.Y., The Octave Music Group, Inc. is a privately-owned leading provider of out-of-home digital-based interactive music and entertainment jukeboxes (TouchTunes), with a total global installed base of roughly 65,000 units featured in bars, restaurants, retail stores, hospitality establishments and other locations across North America (approximately 59,000 units) and Europe (approximately 6,000 units). Majority-owned by Searchlight Capital Partners, L.P., Octave Music maintains a network of over 2,500 jukebox operators in North America who install the equipment in local venues and take responsibility for maintenance, promotion, service and support. Revenue totaled approximately $176.6 million for the LTM period ended June 30, 2021. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ONDAS HOLDINGS: Unit Signs Partnership Deal With Dynam.AI --------------------------------------------------------- American Robotics, Inc., a wholly owned subsidiary of Ondas Holdings Inc., has entered into a strategic partnership with Dynam.AI, a developer of Artificial Intelligence and Machine Learning technologies. The partnership is focused on the development of data analytics and related platform tools intended to enhance American Robotics' AI/ML capabilities. This partnership broadens AR's advanced AI-driven analytics portfolio, while helping Dynam further the development of Vizlab, Dynam's proprietary AI/ML platform - an advanced developer toolkit for data scientists. In connection with the partnership and in recognition of the long-term strategic fit, Ondas has made a minority equity investment in Dynam. Dynam's combination of highly seasoned AI researchers and proprietary Vizlab AI/ML deployment technology will provide American Robotics with the ability to integrate the latest techniques in artificial intelligence into its products and client engagements. The Vizlab platform provides advanced tools for automation with a physics guided approach to predictive analytics, reasoning, and AI explainability, which are in-demand and not currently available in today's market. Fundamentally, the Company believes Dynam's proprietary platform approach offers the ability to accelerate the execution of highly complex AI/ML projects by over threefold. "Data is the next competitive frontier for our industrial and government customers and Ondas and American Robotics are supporting them by investing in turnkey solutions," said Eric Brock, Chairman, and CEO of Ondas Holdings Inc. "We are thrilled to partner with Diana Shapiro and her team at Dynam as we define these next-generation mission-critical data solutions in the field. We believe partnering with Dynam will allow us to integrate advanced AI/ML capabilities faster and more deeply as we scale with customers," continued Mr. Brock. "We are excited to welcome American Robotics and Ondas as our strategic partner and shareholder," said Diana Shapiro, Dynam CEO. "We consider this a significant proof point of the value of Dynam solutions as the demand for and adoption of advanced AI solutions continues to grow. Dynam's novel approach and physics-based algorithms unlock the value of our partner's data to harness intelligence and innovation, advancing their technology leadership," continued Ms. Shapiro. Strategic Partnership with American Robotics American Robotics has agreed to utilize Dynam.AI solutions to further build out its advanced data analytics platform and to expand its RaaS offerings with detection, analysis and prediction. "We have significant demand for the development of novel AI/ML applications and we believe this partnership enables American Robotics to accelerate our development with strategic, highly sought-after talent," said Reese Moser, CEO of American Robotics. "Ecosystem development, like our relationship with Dynam, is entirely focused on driving value in our Robot-as-a-Service offering to customers," continued Mr. Moser. All solutions will be developed within the Dynam.AI Vizlab platform for data scientists to further the technology's rapidly growing list of data libraries, complex analytic models and algorithmic functionalities. About Ondas Holdings Inc. Ondas Holdings Inc., through its wholly owned subsidiary, Ondas Networks Inc., is a developer of proprietary, software-based wireless broadband technology for large established and emerging industrial markets. The Company's standards-based, multi-patented, software-defined radio FullMAX platform enables Mission-Critical IoT (MC-IoT) applications by overcoming the bandwidth limitations of today's legacy private licensed wireless networks. Ondas Networks' customer end markets include railroads, utilities, oil and gas, transportation, aviation (including drone operators) and government entities whose demands span a wide range of mission critical applications. These markets require reliable, secure broadband communications over large and diverse geographical areas, many of which are within challenging radio frequency environments. Customers use the Company's FullMAX technology to deploy their ownprivate licensed broadband wireless networks. The Company also offers mission-critical entities the option of a managed network service. Ondas Networks' FullMAX technology supports IEEE 802.16s, the new worldwide standard for private licensed wide area industrial networks. For additional information, visit www.ondas.com. Ondas Holdings reported a net loss of $13.48 million for the year ended Dec. 31, 2020, compared to a net loss of $19.39 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $64.92 million in total assets, $5.14 million in total liabilities, and $59.78 million in total stockholders' equity. ORYX MIDSTREAM: Moody's Withdraws B2 CFR Following Loan Repayment ----------------------------------------------------------------- Moody's Investors Service withdrew all of Oryx Midstream Holdings LLC's ratings, including its B2 Corporate Family Rating, B2-PD Probability of Default Rating and B2 rating for its senior secured term loan due 2026. The outlook was changed to ratings withdrawn from stable. These withdrawals follow repayment of the term loan due 2026 with proceeds from a term loan issued by Oryx Midstream Services Permian Basin LLC (Ba3 stable). RATINGS RATIONALE Moody's withdrew the ratings because Oryx Midstream Holdings LLC has fully repaid its senior secured term loan due 2026. Oryx Midstream Services Permian Basin LLC issued a new term loan to repay the debt at Oryx Midstream Holdings LLC. Please refer to Moody's press release on September 16, 2021 assigning ratings to new debt at Oryx Midstream Services Permian Basin LLC. Oryx Midstream Services Permian Basin LLC has a 35% equity ownership stake in a new joint venture with Plains All American Pipeline L.P. Oryx Midstream Holdings LLC contributed its Permian midstream assets to the joint venture. PACIFIC THOMAS: Dist. Court Affirms Ruling on PTV Lease Agreement ----------------------------------------------------------------- Judge Maxine M. Chesney of the United States District Court for the Northern District of California affirmed a judgment entered May 28, 2019, in the United States Bankruptcy Court, in favor of Kyle Everett, the Chapter 11 trustee, for the estate of the debtor, Pacific Thomas Corporation. On April 11, 2013, the Trustee commenced an adversary proceeding against Pacific Trading Ventures, Ltd., and Virginia Jill Worsley, by way of a complaint seeking declaratory relief, an accounting, turnover of amounts due the bankruptcy estate, and injunctive relief. PTC owned a number of real properties, including a self-storage facility. Ms. Worsley was the sole shareholder of PTVL, as well as the "owner" and Chief Operating Officer of Pacific Trading Ventures dba Safe Storage Management Company. In 2003, PTC and PTVL entered into a Management Agreement by which PTVL agreed to provide property management services for PTC at a portion of the Premises, including a self-storage facility located thereon. Following trial on the Trustee's claims, the Bankruptcy Court issued a by which the 2005 Lease Agreement between PTC and PTV was declared invalid and the Trustee was awarded the sum of $566,685. Subsequently, the Ninth Circuit vacated the judgment and remanded the matter for further proceedings, noting the Bankruptcy Court "did not find that PTC and PTV's acts and conduct established they had a mutual and unequivocal intent to rescind, as required by California's law of contract rescission." Thereafter, the Bankruptcy Court conducted a bifurcated trial. At the first stage, the Bankruptcy Court found the 2005 Lease was "mutually rescinded by PTC and PTV," and, at the second stage, awarded judgment in favor of the Trustee in the amount of $224,608. By way of an appeal, PTV and Ms. Worley argue the Bankruptcy Court erred in finding the 2005 Lease invalid and awarding judgment in the amount of $224,608. Judge Chesney held that the evidence suffices to support the Bankruptcy Court's finding that PTC and PTV mutually rescinded the 2005 Lease. The Bankruptcy Court relied primarily on the parties' "conduct reflected in financial and corporate records." In particular, as the Bankruptcy Court found, neither PTC's nor PTV's QuickBooks reflected financial operations consistent with the 2005 Lease. Rather, between 2005 and 2011, each companies' QuickBooks demonstrate compliance with the Management Agreement, and PTC's tax returns, which were prepared during the same period of time and filed under penalty of perjury, are consistent with the QuickBooks data. As to the amount, PTV and Ms. Worley argued on appeal that the Bankruptcy Court "overcalculated the turnover amount," specifically, that "the Trustee's Judgment against PTV for turnover should be set at zero, and PTV should be awarded $367,488.85." Judge Chesney, however, pointed out that in challenging the Bankruptcy Court's calculations, the Appellants essentially do no more than register their disagreement, and the District Court found that the Bankruptcy Court sufficiently supported its conclusion, discussing each of the claimed expense categories in detail, accepting some and rejecting others, and arriving at a final award substantially less than the amount claimed by the Trustee. With respect to the affirmative relief claimed, as the Bankruptcy Court noted, no counterclaim had been filed, "a supplemental brief is not the proper method to obtain affirmative recovery on an issue not raised" earlier, and, equally if not more importantly, no evidence was submitted at trial on which any finding could be based, Judge Chesney also pointed out. A full-text copy of the Decision dated Sept. 30, 2021, is available at https://tinyurl.com/2cwtwuuc from Leagle.com. The cases are KYLE EVERETT, Chapter 11 Trustee, Plaintiff and Appellee, v. PACIFIC TRADING VENTURES, LTD., and VIRGINIA JILL WORSLEY, Defendants and Appellants, Case Nos. 19-cv-03348-MMC, 14-54232-MEH (N.D. Cal.). About Pacific Thomas Corporation Based in Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. Pacific Thomas Corporation is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii-based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne-Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, its COO and secretary. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. Kyle Everett has been named as Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposed to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PARUSA INVESTMENT: Bid Deadline for 3 Buildings on Nov. 30 ---------------------------------------------------------- Keen-Summit Capital Partners LLC has been engaged by Parusa Investment Corporation and FICO Financial Corporation, to act at real estate advisor to conduct a bankruptcy sale of their three-building portfolio: (a) 5850 W Cypress St, Tampa, FL -- 100% OCCUPIED -- 39,361+ SF Single-story multi-tenant office building on 3.32+ acres, built in 1989; Highlights: central heat and air system, security cameras, security check-in, fire alarm and sprinkler systems; adjacent to Cypress Point Park and Old Tampa Bay; and a short 3-mile drive to TPA airport; (b) 3300 Highlands Pkwy SE, Smyrna, GA -- VALUE ADD -- 64,562 SF Two-story multi-tenant office building on 4.5 + acres, built in 1988; Highlights: Atlanta metro market, fire sprinklered wet system, central HVAC system, public utilities and sewer, ample signage and frontage on Highlands Pkwy and Technology Court; and (c) 801 West Freeway, Grand Prairie, TX -- 100% OCCUPIED -- 118,267+ SF Eight-story multi-tenant office building on 5.05 + acres, built in 1983; Highlights: Dallas metro, HVAC system, 100% fire sprinklered wet system and security system; Close proximity to Pres. George Bush Tpke, I-30 and DFW airport; ALSO AVAILABLE: ADJACENT 2+ AC LOT. The deadline to submit offers is Nov. 30, 2021. An auction is scheduled on Dec. 2, 2021. Keen-Summit can be reached at Keen-Summit Capital Partners LLC 1 Huntington Quadrangle, Suite 2C04 Melville, New York 11747 Tel: 646-381-9222 Email: info@keen-summit.com About Parusa Investment and FICO Financial Parusa Investment Corporation and FICO Financial Corporation, a Colorado Springs-based company engaged in renting and leasing real estate properties, filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bank. M.D. Fla. Case Nos. 21-03854 and 21-03853) on July 23, 2021. In the petitions signed by Christophe Rothpletz, president, Parusa disclosed $29,358,424 in assets and $5,879,577 in liabilities while FICO reported $14,351,778 in assets and $812,597 in liabilities. Underwood Murray P.A. represents the Debtors as bankruptcy counsel. Wright, Ponsoldt & Lozeau, Trial Attorneys, LLP and Link & Rockenbach, PA serve as special counsel. PARUSA INVESTMENT: Taps Kitchens Kelley Gaynes as Special Counsel ----------------------------------------------------------------- Parusa Investment Corporation and FICO Financial Corporation seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Kitchens Kelley Gaynes, PC to serve as special counsel in the potential sale of its real estate at 3300 Highlands Parkway, Smyrna, Ga. Will J. Berg, Esq., the firm's attorney who will be providing the services, will be paid at an hourly rate of $450. Mr. Berg disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Will J. Berg, Esq. Kelley Gaynes PC 5555 Glenridge Connector, Suite 800 Atlanta, GA 30342 Tel: 404-467-7509 Fax: 404-364-0126 Email: bberg@kkgpc.com About Parusa Investment Parusa Investment Corporation and FICO Financial Corporation, a Colorado Springs-based company engaged in renting and leasing real estate properties, filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bank. M.D. Fla. Case Nos. 21-03854 and 21-03853) on July 23, 2021. In the petitions signed by Christophe Rothpletz, president, Parusa disclosed $29,358,424 in assets and $5,879,577 in liabilities while FICO reported $14,351,778 in assets and $812,597 in liabilities. Underwood Murray P.A. represents the Debtors as bankruptcy counsel. Wright, Ponsoldt & Lozeau, Trial Attorneys, LLP, Link & Rockenbach, PA, and Kitchens Kelley Gaynes PC serve as special counsel. PILATES CENTER: Taps S. Kekatos & Associates as Accountant ---------------------------------------------------------- Pilates Center of New York, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire S. Kekatos & Associates, LLC as accountant. The firm's services include: (a) advising the Debtor with respect to its financial affairs during the pendency of its Chapter 11 case; (b) monitoring and reporting cash flow; (c) preparing monthly operating reports; (d) assisting the Debtor in developing various aspects of its plan of reorganization and disclosure statement; (e) acting as a liaison with creditor groups; and (f) performing all other accounting services for the Debtor that may be necessary and proper for an effective reorganization. The firm's accountant will be paid at an hourly rate of $150. The Debtor paid $5,000 to the firm as a retainer fee. Spyros Kekatos, the firm's accountant who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Spyros Kekatos, CPA Kekatos & Associates LLC 22-76 Steinway Street Astoria, NY, 11105 Tel: 718-721-7111 Fax: 718-721-5988 Email: spyrok@kekatosassociates.com About Pilates Center of New York Inc. Pilates Center of New York Inc. filed a petition for Chapter 11 protection (Bankr. S.D. N.Y. Case No. 21-22408) on July 14, 2021, listing up to $50,000 in assets and up to $1 million in liabilities. Judge Sean H. Lane oversees the case. Lawrence F. Morrison, Esq., at Morrison Tenenbaum, PLLC and S. Kekatos & Associates, LLC serve as the Debtor's legal counsel and accountant, respectively. POST OAK TX: Has Until Dec. 30 to File Plan & Disclosures --------------------------------------------------------- Judge Erik P. Kimball has entered an order within which debtor Post Oak TX, LLC shall file a Plan and Disclosure Statement on or before December 30, 2021. A copy of the order dated October 7, 2021, is available at https://bit.ly/3v2RGn6 from PacerMonitor.com at no charge. About Post Oak TX, LLC Post Oak TX, LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-18563) on Aug. 31, 2021. In the petition signed by E. Llywd Ecclestone, Jr., president of General Partner of Member, the Debtor disclosed up to $100 million in both assets and liabilities. Judge Erik P. Kimball oversees the case. Andrew Zaron, Esq. at Leon Cosgrove, LLP, is the Debtor's counsel. KapilaMukamal, LLP, is the Debtor's financial advisor. PRINCE BAKERY: Seeks to Hire Benowich Law as Litigation Counsel --------------------------------------------------------------- Prince Bakery, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Benowich Law to represent them with respect to the prosecution of certain claims. The firm will be paid a contingency fee of 35 percent of the amount recovered from litigation. Leonard Benowich, Esq., a member of Benowich Law, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Leonard Benowich, Esq. Benowich Law 1025 Westchester Avenue White Plains, NY 10604 Tel: 914.946.2400 Fax: 914.946.9474 Email: leonard@benowichlaw.com About Prince Bakery Prince Bakery, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 21-10252) on Feb. 9, 2021. At the time of the filing, Prince Bakery disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge Lisa G. Beckerman oversees the cases. The Debtors tapped Whiteford, Taylor & Preston LLP as bankruptcy counsel, Benowich Law as special litigation counsel, and Plotzker & Agarwal, CPAs LLC as accountant. PROMISE HEALTHCARE: Patient Can Liquidate Claim in State Court -------------------------------------------------------------- Judge Craig T. Goldblatt of the United States Bankruptcy Court for the District of Delaware held that patient Amparo Figueroa may proceed to liquidate her claim in state court. Ms. Figueroa will also receive an allowed administrative claim in the amount of any settlement thereof or judgment thereon. Ms. Figueroa was a patient at Promise's hospital in Ft. Myers, Florida. She was admitted several months after the November 2018 petition date and was discharged from the hospital in May 2019 -- after the assets were sold. She alleges she suffered injuries resulting from the Debtors' negligence during the period when the Debtors owned and operated the hospitals. To the extent those allegations are true, Figueroa would hold an administrative claim against the debtors under the principles of Reading Co. v. Brown. In support of her motion, she made two arguments: (1) she did not receive proper service of the administrative claims bar date such that it cannot be enforced against her; and (2) she seeks permission to file a late claim under the standards for "excusable neglect" set out in Pioneer Inv. Services Co. v. Brunswick Associates L.P., 507 U.S. 380, 395 (1993). In this case, the Debtors failed to provide Ms. Figueroa's counsel with an emailed "courtesy copy" of the plan of reorganization, as the local rules require. While providing such a courtesy copy in compliance with the local rules is mandatory, the local rules also indicate that counsel's receipt of electronic notice through the CM/ECF system is sufficient for a notice to be validly served on a party. There is no dispute that Figueroa's counsel received such CM/ECF notice. Judge Goldblatt held that the failure to comply with the local rules can be the basis for the imposition of sanctions. But crafting such a sanction is a matter with the Court's discretion, and there is no requirement that the sanction be that a bar date notice (as to which a party received notice that is otherwise satisfies the requirements of due process) be treated a legal nullity, he pointed out. The Court said that such a sanction (which is the only relief Ms. Figueroa seeks for the violation of the local rule) would be a disproportionate response to the failure to send counsel a courtesy copy of a pleading of which counsel otherwise received proper and adequate notice through CM/ECF service. The Court therefore finds that Figueroa received sufficient notice of the bar date. Her administrative claim would therefore be disallowed unless she can show that her failure to file a timely claim was the result of excusable neglect. The argument for excusable neglect under Pioneer is also a close one, according to Judge Goldblatt. On the one hand, Figueroa's failure even to ask whether the debtors had insurance during the negotiations over the order granting relief from the stay may be viewed as the root cause of the problem, and a case can also be made that Figueroa dragged her feet in pursuing her claim after the entry of the stay-relief order, Judge Goldblatt held. On the other hand, Ms. Figueroa points out that the debtors and/or trustee could have told her sooner that there was no available insurance. Ms. Figueroa also makes a persuasive argument that her motion for relief from stay provided the debtors with all of the information they would have obtained had she filed a timely motion to allow an administrative claim, Judge Goldblatt pointed out. While the trustee might have a fair response to that argument -- that the trustee was entitled to rely, and did in fact rely, on the absence of a validly filed administrative claim (even a claim for a contingent and unliquidated claim) in making decisions about distributions to creditors -- the trustee presented no evidence of such reliance at the evidentiary hearing on Figueroa's motion, Judge Goldblatt noted. Accordingly, Judge Goldblatt concluded, at the end of the day, after considering the evidence presented and the totality of the circumstances, the Court is persuaded that Ms. Figueroa has met her burden of showing excusable neglect under Pioneer, even if only by a hair. The Court accordingly permitted Ms. Figueroa to proceed to liquidate her tort claim in state court and will award an allowed administrative expense for the amount of any final judgment or settlement of such action. A full-text copy of the Memorandum Opinion dated Sept. 30, 2021, is available at https://tinyurl.com/srnthwyd from Leagle.com. About Promise Healthcare Group Established in 2003, Promise Healthcare is a specialty post-acute care health company headquartered in Boca Raton, Florida. Promise Healthcare Group, LLC, and its affiliates sought bankruptcy protection on Nov. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12491). In the petition signed by Andrew Hinkelman, CRO, the Debtors estimated assets of up to $50,000 and liabilities of $50 million to $100 million. The Debtors tapped DLA Piper LLP and Waller Lansden Dortch & Davis, LLP, as general counsel; FTI Consulting, as financial and restructuring advisor; Houlihan Lokey and MTS Health Partners, L.P., as investment bankers; and Prime Clerk LLC as claims agent. PURDUE PHARMA: NY Judge to Likely Pause Plan Implementation ----------------------------------------------------------- Maria Chutchian of Reuters reports that a New York judge said she will likely issue an order pausing the implementation of Purdue Pharma's reorganization plan to allow the U.S. Department of Justice's bankruptcy watchdog and a handful of states time to appeal the deal. U.S. District Judge Colleen McMahon in Manhattan issued a temporary restraining order on Sunday, putting the plan and underlying opioid litigation settlement on hold until Tuesday afternoon, when she will hear arguments on a motion for a longer-term stay. The OxyContin maker secured bankruptcy court approval of its plan and settlement in September, with support from around 40 states and a wide range of municipalities, Native American tribes, hospitals, and personal injury claimants, among others. The deal includes legal protections for the members of the Sackler family that owned Purdue, who are contributing approximately $4.5 billion to the settlement, against opioid-related civil lawsuits in the future. Court documents show that overall approximately $5.75 billion will be placed into trusts that will funnel money to opioid abatement programs and personal injury claimants. DOJ's bankruptcy watchdog, the U.S. Trustee, and a handful of states have appealed the September order, specifically taking issue with the protections for the Sacklers. Purdue, represented by Davis Polk & Wardwell, filed for bankruptcy in September 2019 to resolve thousands of lawsuits accusing it and Sackler family members of fueling the U.S. opioid crisis through deceptive marketing of its products. On Tuesday, McMahon will hear the U.S. Trustee's motion to stay the implementation of the order approving the plan and settlement while the appeal process plays out. She said in Sunday's order that she has "no intention" of allowing the issues on appeal to be "equitably mooted," meaning they become irrelevant once the terms of the plan are put into effect. Due to the drawn-out nature of appeals, bankruptcy plans are often put into effect before an appeal can play out. This has caused some courts to determine that if a plan has already been "substantially consummated," a successful appeal will do more harm than good by forcing the debtors to unwind any transactions they closed through the plan. While lawyers for Purdue say its plan is not being implemented immediately, U.S. Trustee William Harrington said in court papers that the U.S. 2nd Circuit Court of Appeals has previously found "substantial consummation" when only a few steps have been taken to put the plan into effect, making a stay necessary. McMahon said in her order that she will resolve the U.S. Trustee's motion on Tuesday, October 5, 2021. "As long as I have jurisdiction to enter a stay pending appeal I fully intend to do so, unless some opponent comes up with an argument that I cannot presently anticipate," she wrote. Separately, the U.S. Trustee has asked U.S. Bankruptcy Judge Robert Drain to send the appeal directly to the 2nd Circuit, skipping over the federal district court level, where McMahon sits. Her hearing on Tuesday will come two days before the U.S. Trustee makes it case to Drain. The case is In re Purdue Pharma LP, U.S. District Court, Southern District of New York, No. 21-07966. For Purdue: Marshall Huebner, Benjamin Kaminetzky, Timothy Graulich, Eli Vonnegut and James McClammy of Davis Polk & Wardwell; and Paul Breene, Ann Kramer, Anthony Crawford and Lisa Szymanski of Reed Smith For U.S. Trustee William Harrington: Assistant U.S. Trustee Linda Riffkin, DOJ Deputy Director/General Counsel Ramona Elliott, Associate General counsel P. Matthew Sutko, trial attorneys Beth Levene, Sumi Sakata and Wendy Cox and U.S. Trustee trial attorneys Paul Schwartzberg and Benjamin Higgins. About Purdue Pharma Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. PURPLE LINE: S&P Affirms 'B-' Rating on $313MM Sr-Lien Rev. Bonds ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' rating on Purple Line Transit Partners LLC's (PLTP) $313 million senior-lien revenue bonds due in 2024–2051 issued by the Maryland Economic Development Corp. and $875 million Transportation Infrastructure Finance and Innovation Act (TIFIA) secured loan due in September 2050, following a correction of an error in the application of its project finance criteria. PLTP was selected in 2016 in a competitive bid process to finance, develop, design, build, equip, and supply light-rail vehicles for the Purple Line Light Rail Project, a 16.2-mile, 21-station, east-west light rail transit project. The route lies just inside the Interstate 495/Capital Beltway that circles Washington, D.C. PLTP also maintains and operates the system under an approximately 36-year availability-based concession agreement with the Maryland Department of Transportation (MDOT) and Maryland Transit Administration (MTA), together the contracting authority. Following execution of the settlement agreement and Fluor Corp.'s exit, Meridiam Infrastructure Purple Line LLC (82%) and Star America Purple Line LLC (18%) own the project. It will search for a replacement construction contractor over the next nine months. PTLP's operations and maintenance (O&M) contractors will be reduced to Alternate Concepts Inc. and CAF USA Inc. In the interim, Fluor will continue as O&M guarantor. S&P said, "The affirmation follows the correction of an error we identified in the application of our criteria.On Jan. 12, we raised our ratings on PLTP to 'B-' from 'CCC'. We relied only on application of S&P Global Ratings' definitions without referring to the relevant project finance criteria. We now include the Project Finance Construction Methodology to support the rating. "We expect the senior revenue bonds to be defeased and redeemed by Dec. 1, 2021. PLTP recently entered into certain amendments to the forbearance and settlement agreements with the contracting authority. As a result, the replacement design-build contractor selection was extended to Feb. 17, 2022. In addition, PLTP also has the option to defease and redeem the outstanding senior-lien revenue bonds and amendments specified in the detailed timeline and terms. "Based on the amendments filing, we expect the contracting authority to deposit funds in the defeasance escrow account in an amount of the revenue bonds redemption price plus a make-whole amount no later than Oct. 29, 2021. Upon receipt of the deposit, PLTP will defease the revenue bonds before Nov. 1 and redeem them before Nov. 30. If the contracting authority does not, the concession agreement will automatically terminate on Dec. 1 and PLTP will be entitled to termination compensation, which covers the principal outstanding on the four tranches of the revenue bonds, accrued interest, make-whole payments, and compensation to equity sponsors. Since termination compensation has an additional equity compensation component, we believe it is more likely the contracting authority will provide funds to defease and redeem the bonds by Dec. 1. Until then, the project has access to sufficient equity proceeds to cover the last interest payment on the revenue bonds during the interim period, ongoing special-purpose vehicle costs, and other fees. "The CreditWatch positive reflects slightly different circumstances for the revenue bonds versus the TIFIA loan. The CreditWatch positive on the senior-lien revenue bonds reflects our expectation that PLTP will receive funds from the contracting authority to defease and redeem them by December 1st, at which point we expect to move the rating multiple notches to match the credit profile of the bank holding the defeased funds. We expect shortly after defeasance to withdraw our ratings. In contrast, the TIFIA loan is undrawn and will be replaced with a new TIFIA loan once the project secures replacement construction contractor. The CreditWatch positive for the TIFIA loan reflects that we could raise our rating when we receive further details about the potential replacement contractor, its construction security package, financial metrics, etc., expected by February 2022. These factors will be critical to determine the revised credit profile for this component of the debt structure. It will take longer than our typical 90-day period to resolve the CreditWatch for the TIFIA loan." Construction phase stand-alone credit profile (SACP; senior debt) -- Construction phase business assessment: b- -- Funding adequacy: Neutral -- Construction funding: Neutral -- Counterparty assessment limitation: None -- Construction phase SACP: b- Operations phase SACP (senior debt) -- Operations phase business assessment: 4 (1=best to 12=worst) -- Preliminary SACP: bbb- -- Downside impact on preliminary SACP: +2 notches -- Liquidity: Neutral -- Comparative analysis assessment: None -- Adjusted preliminary operations phase SACP: bbb+ -- Operations counterparty ratings adjustment: bbb- -- Financial counterparty ratings adjustment: None -- Operations phase SACP: bbb- Modifiers (senior debt) -- Parent linkage: Delinked -- Structural protection: Neutral -- Extraordinary government: None -- Sovereign rating limits: AA+ -- Full credit guarantees: None -- Senior debt issue rating: B- S&P said, "The '1' recovery rating indicates our expectation for very high recovery (90%-100%; rounded estimate: 95%*) in the event of a default. "Under our default scenario, we assume that MDOT/MTA fail to provide funds to defease and redeem the bonds. As a result, the concession agreement terminates. "Under such termination, we assume MDOT/MTA will repay the bondholders fully, resulting in our recovery expectation of 90%-100% (rounded estimate: 95%*)." *Our methodology requires us to provide rounded estimate; however, in this default scenario, we expect lenders to receive full recovery. QUALITY REHABILITATION: Taps Allen Barnes & Jones as Legal Counsel ------------------------------------------------------------------ Quality Rehabilitation Network, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Allen Barnes & Jones, PLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) providing the Debtor with legal advice with respect to its reorganization; (b) representing the Debtor in negotiations involving secured and unsecured creditors; (c) representing the Debtor at hearings set by the court; and (d) preparing legal papers necessary to assist in the Debtor's reorganization. The firm's hourly rates are as follows: Thomas H. Allen, Esq. $425 per hour Hilary L. Barnes, Esq. $425 per hour Michael A. Jones, Esq. $425 per hour Philip J. Giles, Esq. $350 per hour Cody D. Vandewerker, Esq. $315 per hour David B. Nelson, Esq. $300 per hour Legal Assistants and Law Clerks $115 - $205 per hour Thomas Allen, Esq., a member of Allen Barnes & Jones, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas H. Allen, Esq. Allen Barnes & Jones, PLC 1850 N. Central Ave., Suite 1150 Phoenix, Arizona 85004 Tel.: (602) 256-6000 Fax: (602) 252-4712 Email: tallen@allenbarneslaw.com About Quality Rehabilitation Yuma, Ariz.-based Quality Rehabilitation Network, Inc. filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 21-07539) on Oct. 6, 2021, listing up to $500,000 in assets and up to $10 million in liabilities. Carl Malmquist, president, signed the petition. The Debtor tapped Thomas H. Allen, Esq., at Allen Barnes & Jones, PLC as legal counsel. RS IVY HOLDCO: Moody's Withdraws Ba3 CFR Following ITT Transaction ------------------------------------------------------------------ Moody's Investors Service withdrew all of RS Ivy Holdco, Inc.'s ratings, including its Ba3 Corporate Family Rating following the closing of ITT Holdings LLC (IMTT) financing transaction and fully repayment of RS Ivy's senior secured term loan, on July 8 2021. Outlook Actions: Issuer: RS Ivy Holdco, Inc. Outlook, Changed To Rating Withdrawn From Stable Withdrawals: Issuer: RS Ivy Holdco, Inc. Probability of Default Rating, Withdrawn , previously rated Ba3-PD Corporate Family Rating, Withdrawn , previously rated Ba3 Senior Secured Term Loan, Withdrawn , previously rated B2 (LGD5) RATINGS RATIONALE Moody's withdrew all the ratings of RS Ivy as the IMTT financing transaction fully eliminated all of rated debt obligations at RS Ivy. The full repayment of the senior secured term loan at RS Ivy was effective on July 8 ,2021. RS Ivy HoldCo, Inc. is an affiliate of Riverstone Holdings, LLC formed to acquire Macquarie Terminal Holdings LLC which wholly and indirectly owns ITT Holdings LLC. ITT Holdings LLC owns a portfolio of bulk liquid storage terminals across North America. SAVI TECHNOLOGY: Gets OK to Hire Lee CPA as Auditor --------------------------------------------------- Savi Technology, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Lee CPA Audit Group to provide audit services regarding the 2020 401K Profit Sharing Plan. The firm has agreed to perform the work for a fixed fee of $8,000. As disclosed in court filings, Lee CPA Audit Group does not represent interests adverse to the Debtor and its estate in the matters upon which it is to be engaged. The firm can be reached through: James Lee Lee CPA Audit Group 5056 Sunrise Blvd., Suite B1 Fair Oaks, CA 95628 Phone:(916) 347-7855 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 as special litigation counsel; and Lee CPA Audit Group as auditor. SPHERATURE INVESTMENTS: Verona Is Winning Bidder for WorldVentures ------------------------------------------------------------------ Verona International Holdings, Inc., has been named the winning bidder in WorldVentures' Chapter 11 Plan of Reorganization. With a dedicated sponsor in place, WorldVentures is well-positioned for success in delivering best-in-class travel experiences to its representatives and members going forward. "Our future is bright," said Michael Poates, Chief Operating Officer. "With the support and sponsorship of Verona International Holdings, Inc., WorldVentures will return stronger than ever. Over the coming months, we will be adding new immersive travel experiences, implementing a better commission structure, and enhancing our team to create the kind of organization our existing sales representatives can be proud of, and one that new direct sales entrepreneurs will want to be a part of." WorldVentures is the leading direct seller of global travel and leisure club memberships, providing travel-related products and experiences -- branded as DreamTrips -- through independent representatives and members based throughout the United States, Canada, Europe and Asia. As a result of the Plan of Reorganization, WorldVentures is poised to help members explore local and international destinations through innovative, curated travel experiences. As adventure-seekers around the world emerge from months of travel restrictions, they are eager to create new memories and stories. WorldVentures is ready to exceed expectations with new bucket list venues, more competitive pricing, better technology and a renewed dedication to creating safe, affordable and fun travel experiences that lift the human spirit. "We're honored to sponsor WorldVentures' Plan of Reorganization," said a Verona Internal Holdings, Inc. Representative. "As the world comes out of a global pandemic, we know that travel will return bigger and better than ever, as people will look for new adventures at home and abroad. We anticipate the travel industry to skyrocket and are excited to bring new products and experiences through WorldVentures' innovative products." For more information on how to make travel memories that last a lifetime, visit www.worldventures.com and www.dreamtrips.com. About Verona International Verona International Holdings, Inc. is an investment group with experience in the sponsorship and reorganization space. The team at Verona International Holdings Inc. has a history within the global club travel membership business. About WorldVentures Holdings WorldVentures Holdings LLC is a privately held company based in Plano, Texas that sells travel and lifestyle community memberships through its wholly owned subsidiary WorldVentures Marketing, LLC. The company's goal is to help Direct Sales Representatives and DreamTrips Members achieve more fun, freedom and fulfillment in their lives. WorldVentures uses the direct sales model to go to market with active Representatives and members worldwide. About Spherature Investments WorldVentures Marketing, LLC, sells travel and lifestyle community memberships providing a diverse set of products and experiences. The company's goal is to help Independent Representatives, DreamTrips Members and employees achieve more fun, freedom and fulfillment in their lives. Through its direct sales model, WorldVentures helps its worldwide base of Independent Representatives earn part-time or full-time income. On the Web: http://worldventures.com/ Plano, Texas-based Spherature Investments LLC and its affiliates sought Chapter 11 protection (Bankr. E.D. Tex. Lead Case No. 20 42492) on Dec. 21, 2020. Spherature Investments' affiliates include WorldVentures Marketing, LLC. At the time of the filing, Spherature Investments had between $50 million and $100 million in both assets and liabilities. The Hon. Brenda T. Rhoades is the case judge. The Debtors tapped McDermott Will & Emery, LLP as their legal counsel and Larx Advisors, Inc., as their restructuring advisor. Erik Toth, a partner at Larx Advisors, serves as the Debtors' chief restructuring officer. Stretto is the claims agent. The U.S. Trustee for Region 6 appointed an official unsecured creditors' committee on Jan. 22, 2021. The committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel and GlassRatner Advisory & Capital Group, LLC as its financial advisor. SPORTTECHIE INC: Seeks to Hire Cross & Simon as Bankruptcy Counsel ------------------------------------------------------------------ Sporttechie Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Cross & Simon, LLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) providing the Debtor with legal advice concerning its rights and duties, representing the Debtor and preparing all necessary documents in connection with the administration of its bankruptcy case; (b) taking all necessary actions to protect and preserve the Debtor's rights during the pendency of the case, including prosecuting actions on behalf of the Debtor, defending any actions commenced against the Debtor, negotiating all litigation in which the Debtor is involved, and objecting to claims filed against the estate; (c) representing the Debtor at hearings, meetings and conferences on matters pertaining to its affairs; and (d) performing all other necessary legal services. The firm's hourly rates are as follows: Christopher P. Simon, Esq. $695 per hour Kevin S. Mann, Esq. $595 per hour Stephanie MacDonald $210 per hour Christopher Simon, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christopher P. Simon, Esq. Cross & Simon, LLC 1105 North Market Street, Suite 901 Wilmington, DE 19801 Tel.: +1 302 777 4200 Fax: +1 302 777 4224 Email: csimon@crosslaw.com About Sporttechie Sporttechie Inc. is a media company in Washington, DC that specializes in sports. Its coverage focuses on three main stakeholders within sports -- athletes, fans, and teams and leagues. Sporttechie filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 21-11306) on Oct. 7, 2021, listing $32,670 in assets and $2,005,007 in liabilities. Taylor Bloom, chief executive officer, signed the petition. The Debtor tapped Christopher P. Simon, Esq., at Cross & Simon, LLC as legal counsel and Applied Business Strategy, LLC as restructuring advisor. Dean Vomero, managing director at Applied Business Strategy, serves as the Debtor's chief restructuring officer. SPORTTECHIE INC: Taps Applied Business as Restructuring Advisor --------------------------------------------------------------- Sporttechie Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Applied Business Strategy, LLC as restructuring advisor and designate the firm's managing director, Dean Vomero, as its chief restructuring officer. The firm's services include: (a) managing the Debtor's financial functions; (b) developing a business plan to be used in managing the Debtor through a restructuring or sale process, and overseeing the process; (c) negotiating a debtor-in-possession financing facility and the development of any related budgets or projections; (d) serving as the principal contact with creditors and other stakeholders and keeping them apprised of the Debtor's financial condition; (e) assisting the Debtor's personnel in complying with the reporting standards under the Bankruptcy Code; and (f) assisting the Debtor with such other matters as may be requested and which fall within the firm's areas of expertise. The firm's hourly rates are as follows: Dean Vomero $350 per hour Professionals $270 - $350 per hour The Debtor paid $55,000 to the firm as a retainer fee. Mr. Vomero disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Dean Vomero, CPA Applied Business Strategy, LLC 1100 Superior Ave. E., Suite 1750 Cleveland, OH 44114 Tel.: 1.216.239.1815 Email: Info@AppliedBusinessStrategy.com About Sporttechie Sporttechie Inc. is a media company in Washington, DC that specializes in sports. Its coverage focuses on three main stakeholders within sports -- athletes, fans, and teams and leagues. Sporttechie filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 21-11306) on Oct. 7, 2021, listing $32,670 in assets and $2,005,007 in liabilities. Taylor Bloom, chief executive officer, signed the petition. The Debtor tapped Cross & Simon, LLC as legal counsel and Applied Business Strategy, LLC as restructuring advisor. Dean Vomero, managing director at Applied Business Strategy, serves as the Debtor's chief restructuring officer. SYNAPTICS INC: Moody's Rates Secured Credit Facility 'Ba1' ---------------------------------------------------------- Moody's Investors Service affirmed Synaptics, Inc.'s Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and Ba3 rating on the $400 million senior unsecured notes. Concurrently, Moody's assigned a Ba1 rating to Synaptics' senior secured credit facility, consisting of the existing $250 million senior secured revolver (Revolver) and a new senior secured term loan (Term Loan). The Speculative Grade Liquidity (SGL) rating of SGL-1 remains unchanged. The outlook is stable. Net proceeds from the issuance of the Term Loan, along with balance sheet cash, will be used to fund the $474 million acquisition of DSP Group, Inc. (DSPG) that was announced on August 30th and to pay transaction fees. Funding the acquisition will increase financial leverage to nearly 4x debt to EBITDA (12 months ended June 26, 2021, proforma excluding synergies, Moody's adjusted) from 1.6x, which includes the redemption of all of the 0.5% Convertible Notes due 2022 (Convertibles) on August 4, 2021. Prior to the August redemption, adjusted leverage was 3.5x for the 12 months ended June 26, 2021. While financial leverage will be higher due to the increased debt and DSPG's weaker profitability, both companies are cash generative, with Synaptics significantly so. Given Synaptics' strong free cash flow (FCF) and conservative financial policy, Moody's expects that Synaptics will rapidly repay debt. With debt repayment and improving profitability, aided by the capture of $33 million of anticipated cost synergies, leverage will decrease to under 3x debt to EBITDA (Moody's adjusted) during the next 12 months. The DSPG acquisition will expand Synaptics' portfolio of Internet of Things (IoT) products with complementary products. DSPG's portfolio includes Ultra Low Energy (ULE) chipsets, which complement Synaptics' WiFi, Bluetooth, and GPS/GNSS product portfolio and extend Synaptics' IoT offering into various in-home communications applications. Moreover, Synaptics reports that there is significant overlap in the customer base, providing a strong basis for cross selling, which should boost revenue growth of the combined company. Assignments: Issuer: Synaptics, Inc. Senior Secured Term Loan, Assigned Ba1 (LGD3) Senior Secured Revolving Credit Facility, Assigned Ba1 (LGD3) Affirmations: Issuer: Synaptics, Inc. Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5 from LGD4) Outlook Actions: Issuer: Synaptics, Inc. Outlook, Remains Stable RATINGS RATIONALE Synaptics' Ba2 CFR reflects the company's long standing niche leadership position in certain enterprise personal computer (PC) laptop and smartphone segments and the company's conservative financial policy of maintaining leverage below 3.5x over time. Due to the outsourced manufacturing model and high profit margins, Synaptics generates sizable free cash flow. Still, maintaining low financial leverage is prudent, since Synaptics faces significant competition in the IoT and Mobile segments, which comprise most of the revenues. Several large, diverse firms possess stronger market positions and greater financial resources than Synaptics. Synaptics' relatively small scale exposes the company to customer and product concentration and results in revenue volatility within individual segments. Also, a large share of the products in the Mobile and IoT segments are consumer products with shorter product cycles, increasing revenue variability. The stable outlook reflects Moody's expectation that revenue growth will be in the low single-digit percentage range while the company de-levers following the debt funded acquisition of DSPG. Leverage will be reduced to under 3x debt-to-EBITDA (including Moody's standard adjustments) during the next 12 months. Moody's also expects that FCF to debt will improve to over 35% (Moody's adjusted) as a result of both projected debt repayment and cash flow growth through at least the end of calendar year 2022. The SGL-1 rating reflects Synaptics' very good liquidity, which is supported by consistent FCF and a large cash balance. Pro forma for the DSPG acquisition, the company's cash balance is expected to be about $450 million at transaction close. Moody's expects that Synaptics will generate annual FCF (Moody's adjusted) of at least $225 million over the next year and keep the Revolver undrawn over the near term due to the consistent cash flows. The revolver has two financial maintenance covenants: maximum 3.5x total leverage ratio (net debt to EBITDA as defined in the credit agreement) and minimum 3.0x interest coverage ratio (EBITDA to interest). Given the strong FCF, Moody's expects that Synaptics will maintain a cash balance of at least $300 million. Moody's considers Synaptics' governance risk as low since Synaptics is a public company with a broad investor base and an independent board of directors. Given Synaptics' exposure to the competitive semiconductor industry, Moody's expect that Synaptics financial policy will remain conservative with limited use of debt financing to fund acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Synaptics: increases scale and product diversity with organic revenue growth sustained above the mid-single digits percent level expands EBITDA margin (Moody's adjusted) above 25%, and maintains a conservative financial policy with debt to EBITDA (Moody's adjusted) sustained below 3x The ratings could be downgraded if Synaptics: -- incurs revenue declines of more than the low single digits percent, or -- does not make progress in expanding EBITDA margin (Moody's adjusted) toward 20%, or -- adopts more aggressive financial policies such that debt to EBITDA (proforma but excluding targeted acquisition synergies, Moody's adjusted) stays above 3.5x -- experiences a deterioration of liquidity, including a large reduction in the cash balance or a material weakening in free cash flow generation Synaptics, Inc., based in San Jose, California, develops PC, smartphone, and automotive infotainment human interface hardware and software products. Products include PC laptop touchpads, smartphone display drivers, edge computing processors used in digital assistants, among others, which serve the industrial, mobile telecommunication, personal computing, and automotive markets. The principal methodology used in these ratings Semiconductors published in September 2021. SYNAPTICS INC: S&P Affirms 'BB-' ICR on Proposed Acquisition ------------------------------------------------------------ S&P Global Ratings affirmed its 'BB-' issuer credit rating on Synaptics Inc. and assigned its 'BB-'issue-level and '3' recovery ratings to the new first-lien term loan. S&P said, "At the same time, we lowered our issue-level rating on the existing senior unsecured notes to 'B+' from 'BB-' and lowered our recovery rating on the notes to '5' from '4' reflecting subordination to the new senior debt. "The stable outlook reflects our view that Synaptics will grow revenues organically in the high-single-digits area while maintaining consistent profitability and managing leverage below 4x. "Our 'BB-' rating reflects Synaptics' relatively modest scale and acquisitive growth strategy focused on repositioning the business toward the more rapidly growing IoT market segment." Synaptics is acquiring DSP Group Inc., provider of voice and wireless chipset solutions for converged communications, for an enterprise value of approximately $450 million. The company will finance the transaction with cash on hand and a new $600 million term loan. The company has continued to expand its IoT business, which provides chips supporting wireless connectivity and signal processing for connected devices beyond smartphones and PCs. In the last fiscal year ended June 20, 2021, IoT represented nearly 45% of total revenue (up from about 25% the previous year), and we expect the DSP Group acquisition to further increase that share up to 55%. DSP Group will expand Synaptics' addressable market in the wireless technology space, particularly by adding to its integrated vision and voice through its Internet of Audio Things offerings like lower power SmartVoice and Ultra-Low Energy wireless solutions. The IoT sector remains highly fragmented and competitive, but S&P acknowledges the growth and profitability potential based on the proliferation of IoT technology as well as increased use of consumer electronic devices. S&P said, "The company's repositioning to IoT, both organically and through acquisitions, remains the centerpiece of Synaptics' growth strategy, and we expect it to remain the focus of the firm's growth investments. While overall revenue grew minimally in fiscal 2021 driven by a significant decline in the mobile segment, the IoT segment grew about 80%, largely due to acquisitions. We note that recent tuck-in acquisitions have been accretive to cash generation, coupled with improved operational efficiency, resulting in an about 700-basis-point improvement in gross margin and S&P Global Ratings-adjusted EBITDA margins reaching 24%, up from 13% in fiscal 2020. We expect moderate profitability improvements in the near term, with EBITDA margins in the high-20% area, supported by robust demand for the IoT segment." Synaptics recently reduced its exposure to mobile by selling its commoditized, lower-margin legacy business. The segment was also affected by trade restrictions and a decline in LCD display driver shipments to its largest mobile customer. The company has significantly reduced its customer concentration in the mobile space and we believe it has materially shifted away from the mobile industry's cyclicality through its customer diversification. S&P said, "While we forecast the mobile segment to return to growth in fiscal 2022, we expect the revenue contribution going forward to be in the 20%-25% range. In the PC segment, we expect mid-to-high single-digit percentage growth to be supported by a continued steady demand for notebooks." S&P said, "We calculate pro forma leverage of about 2.3x at transaction close and forecast a modest decline to about 2x by the end of fiscal 2023. With the additional debt to fund the acquisition, we expect leverage to be above 2x in the next 18 months, which is higher than our previous forecast. The company has fully redeemed its $525 million convertible notes, and the pro forma capital structure consists of its $400 million senior unsecured notes and the proposed $600 million first-lien term loan. While leverage is projected to be higher, this is in line with our expectation of the company to releverage in support of its merger and acquisition (M&A) strategy. Inorganic growth in IoT remains a strategic focus and the additional debt is in accordance with the company's publicly stated commitment to long-term leverage of approximately 1.5x, with the possibility to flex up to 4x for a strategic opportunity. Although we expect Synaptics to continue to pursue leveraged acquisitions in this space, we think the risk of leverage sustained over 4x is low, supporting our stable outlook. Furthermore, the company's fully fabless operating model and low capital expenditure (capex) requirements support healthy free cash flow generation of about $300 million–$400 million a year. "The stable outlook reflects our view that Synaptics will grow organically in the high-single-digit percentage area while maintaining S&P Global Ratings-adjusted EBITDA margins in the high-20% area. We expect revenue growth and moderate margin expansion to be driven by a continued pivot of its IoT business and the realization of operating efficiencies. We also expect the company to continue to pursue strategic acquisitions while managing leverage below 4x." S&P could lower the rating if: -- Key customer losses, declining demand, or operational missteps led to higher leverage sustained above 4x; or -- Increasingly aggressive debt-funded acquisitions led to leverage sustained above 4x. Unlikely over the upcoming year, S&P could consider an upgrade if the company: -- Achieved a steady pivot toward IoT while returning to sustained revenue growth, a reduction in customer concentration, and more robust technological differentiation while operating at leverage in the low 2x area; -- Meaningfully expanded its portfolio through M&A while maintaining leverage below 4x; or -- Demonstrated a consistent financial policy such that leverage fell to the low-2x area on a sustained basis through market cycles and M&A. TECH DATA: Moody's Withdraws Ba2 CFR Following TD SYNNEX Merger --------------------------------------------------------------- Moody's Investors Service withdrew ratings for Tech Data Corporation, including the Ba2 corporate family rating, Ba1 Senior Secured rating, and Ba2 Senior Secured rating following Tech Data's completion of its merger with TD SYNNEX Corporation (SYNNEX). The combined entity of Tech Data and SYNNEX now operates under the name TD SYNNEX Corporation (TD SYNNEX). The outlook for Tech Data has been changed to ratings withdrawn from rating under review. This action concludes Moody's review initiated on March 22, 2021, when Moody's placed Tech Data's ratings on review following the announcement that Tech Data had entered into a stock-for-stock merger agreement with SYNNEX. All of Tech Data's debt instruments were repaid as a result of the completion of the company's merger with SYNNEX. Withdrawals: Issuer: Tech Data Corporation Corporate Family Rating, Withdrawn , previously rated Ba2 Probability of Default Rating, Withdrawn , previously rated Ba3-PD Gtd Senior Secured Bank Credit Facility, Withdrawn , previously rated Ba2 (LGD3) Gtd Senior Secured Bank Credit Facility, Withdrawn , previously rated Ba1 (LGD2) Outlook Actions: Issuer: Tech Data Corporation Outlook, Changed To Rating Withdrawn From Rating Under Review RATINGS RATIONALE Moody's withdrew ratings for Tech Data given all debt instruments were repaid with net proceeds from SYNNEX's senior unsecured notes and term loan A (unrated) issuances. Based in Fremont, CA, TD SYNNEX is the largest global IT distributor following the closing of the Tech Data merger, with combined revenues of $60 billion as of June 2021. The company now operates in more than 100 countries, providing a comprehensive range of distribution, systems design and integration services for the technology industry to a wide range of enterprises. TD SYNNEX is publicly traded with Apollo Management (Tech Data's previous private equity sponsor) owning 45% of the merged entity. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. TEN DOLLAR CAR WASH: Seeks to Hire John E. Dunlap as Legal Counsel ------------------------------------------------------------------ Ten Dollar Car Wash, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ the Law Office of John E. Dunlap to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued management and operation of its business; b. attending the meeting of creditors, negotiating with representatives of creditors and other parties in interest, and advising the Debtor regarding the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; c. taking all necessary action to protect and preserve the Debtor's estate, including prosecution of actions on its behalf, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved, and objections to claims filed against the estate; d. preparing legal papers; e. negotiating and preparing a plan of reorganization, disclosure statement and all related documents and taking all necessary actions to obtain confirmation of the plan; f. advising the Debtor in connection with the sale of its assets; g. appearing before the bankruptcy court, any appellate courts, and the U.S. trustee; and h. performing all other necessary legal services. The Law Office of John E. Dunlap will be paid at the rate of $250 per hour. The firm received a retainer in the amount of $1,662. John Dunlap, Esq., a principal at the Law Office of John E. Dunlap, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John E. Dunlap, Esq. Law Office of John E. Dunlap PC 3340 Polar Avenue, Suite 320 Memphis, TN 38111 Phone: (901) 320-1603 Fax: (901) 320-6914 Email: jdunlap00@gmail.com About Ten Dollar Car Wash LLC Ten Dollar Car Wash, LLC filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tenn. Case No. 21-23046) on Sept. 17, 2021, listing as much as $500,000 in both assets and liabilities. Judge M. Ruthie Hagan presides over the case. The Law Office of John E. Dunlap serves as the Debtor's legal counsel. TEN OAKS FITNESS: Seeks to Hire Marc A. Ominsky as Legal Counsel ---------------------------------------------------------------- Ten Oaks Fitness, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire the Law Offices of Marc A. Ominsky, LLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) assisting and advising the Debtor relative to the administration of the proceeding; (b) advising the Debtor with respect to its powers and duties in the continued management and operation of its business and property; (c) representing the Debtor before the bankruptcy court and advising the Debtor on pending litigation, hearings, motions, and decisions of the court; (d) advising the Debtor regarding applications, orders and motions filed with the bankruptcy court by third parties in the proceeding; (e) representing the Debtor before the court for the current adversary proceeding, Case No. 21-00069 DER. (f) communicating with creditors and other parties in interest; (g) assisting the Debtor in preparing legal papers; (h) conferring with other professionals retained by the Debtor and other parties in interest; (i) negotiating and preparing the Debtor's Chapter 11 plan, disclosure statement and all related documents and taking any necessary actions to obtain confirmation of the plan; and (j) performing all other necessary legal services. Marc Ominsky, Esq., the firm's attorney who will be providing the services, will be paid at an hourly rate of $450. Mr. Ominsky disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Marc A. Ominsky, Esq. Law Offices of Marc A. Ominsky, LLC 10632 Little Patuxent Pkwy, Ste 249 Columbia, MD 21044 Tel.: (443) 539-8712 Email: info@mdlegalfirm.com About Ten Oaks Fitness Ten Oaks Fitness, Inc. filed a petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-10313) on Jan. 18, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Judge David E. Rice oversees the case. The Debtor is represented by the Law Offices of Marc A. Ominsky, LLC. TENRGYS LLC: Seeks to Hire Weil Gotshal & Manges as Co-Counsel -------------------------------------------------------------- Tenrgys, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Weil Gotshal & Manges, LLP to serve as co-counsel with Copeland, Cook, Taylor & Bush, P.A. The firm's services include: a. reviewing legal papers necessary to administer the Debtors' estates; b. consulting with the Debtors and other professionals regarding all necessary actions in connection with any Chapter 11 plan proposed in the Debtors' bankruptcy cases; c. advising on securities and tax implications related to any restructuring transaction entered into by the Debtors; and d. performing all other necessary legal services. The firm's hourly rates are as follows: Partners and Counsel $1,150 to $1,795 per hour Associates $630 to $1,100 per hour Paraprofessionals $260 to $460 per hour Weil received payments and advances in the aggregate amount of $225,000. The firm will also be reimbursed for out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Weil disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Weil represented the Debtors for approximately 57 months prior to the petition date. From January 2021 through the petition date, the firm's hourly rates were $1,200 to $1,795 for partners and counsel, $630 to $1,100 for associates, and $260 to $460 for paraprofessionals. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Generally, only one partner and, at times, one associate has provided advice on this matter. Weil has discussed with the Debtors and, based on those discussions, the firm anticipates incurring about 30 to 50 hours per month. Alfredo Perez, Esq. a partner at Weil, 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: Alfredo R. Perez, Esq. Weil Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000/(713) 546-5040 Email: alfredo.perez@weil.com About Tenrgys LLC Tenrgys, LLC operates as an oil and gas exploration and production company. It is headquartered in Ridgeland, Miss. Tenrgys and its affiliates filed their voluntary petitions for Chapter 11 protection (Bankr. S.D. Miss. Lead Case No. 21-01515) on Sept. 17, 2021, listing as much as $500 million in both assets and liabilities. Richard H. Mills, Jr., manager, signed the petitions. Judge Jamie A. Wilson oversees the cases. Copeland, Cook, Taylor & Bush, P.A. and Weil Gotshal & Manges, LLP serve as the Debtors' legal counsel. FTI Consulting, Inc. is the financial advisor. TIANJIAN JAHO: Seeks Access to Cash Collateral ---------------------------------------------- Tianjin Jaho Investment Inc. asks the U.S. Bankruptcy Court for the Western District of Washington for authority to use cash collateral on a final basis in accordance with the budget. The entities that assert an interest in the cash collateral are Construction Loan Services II, LLC, SYS Construction, and the Snohomish County Treasurer. The Snohomish County Treasurer asserts a $43,740 secured claim based on delinquent property tax. SYS Construction asserts a $1,089,716 secured claim based on a purported mechanic's/materialmen lien. CLS is secured on the Debtor's property pursuant to a deed of trust with an assignment of rents clause. The assignment of rents clause gives rise to cash collateral. It is the only creditor with an assignment of rents clause and cash collateral interest. CLS asserts a $10,734,664 secured claim based on a deed of trust. The Debtor intends to collect and utilize income generated from leasing its apartment units. According to the Budget, the 42 rental units generate more than $60,000 in monthly gross revenue and net close to $50,000 on a monthly basis. At the inception of the case, construction on the Real Property had only recently been completed, so only 13 units were leased on the Petition Date and monthly gross income was one quarter of what it is today. CLS asserts a security interest in rental income based on a deed of trust. SYS and Snohomish County do not appear to hold interests in cash collateral but are named in an abundance of caution. The Debtor believes CLS may consent to the relief requested but such consent is not necessary for the Court to grant the Motion. The risk is that the Debtor may be forced to sell the Real Property for less than what CLS claims to be owed or that the Real Property may depreciate in value sufficiently to erode the value of CLS's lien, but any such risk is mitigated by the facts that rental income is increasing, insurance is in place, and the Real Property's current market value is at least $13.7 million but likely significantly more, as the Debtor values the Real Property at $15.5 million. CLS has an equity cushion of between 22%2 and 31%3 and, accordingly, its interests are adequately protected. The Debtor anticipates CLS to object on the basis that it must receive periodic adequate protection payments for its lien to be adequately protected. The Debtor disagrees, arguing that CLS is oversecured. The value of its lien is not likely to diminish because it is secured by the Real Property—hard collateral in a market where property values and rents continue to increase. A copy of the motion and the Debtor's budget is available at https://bit.ly/3oOzbSm from PacerMonitor.com. The budget provided for total expenses, on a monthly basis, as follows: $34,438.08 for October 2021; $13,830.18 for November 2021; and $13,959.93 for December 2021. About Tianjin Jaho Investment Houston-based Tianjin Jaho Investment, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-11047) on May 26, 2021. Charles Xi, president, signed the petition. At the time of filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Christopher M. Alston presides over the case. The Law Office of Marc S. Stern and Paul Taggart serve as the Debtor's legal counsel and accountant, respectively. The Rental Connection Inc. is the property manager and leasing agent. TIBCO SOFTWARE: Moody's Rates New $1.4BB Term Loan 'B2' ------------------------------------------------------- Moody's Investors Service affirmed TIBCO Software Inc.'s B3 Corporate Family Rating, the B2 and Caa2 ratings for the company's existing 1st lien and 2nd lien credit facilities, respectively, and assigned a B2 rating to the proposed approximately $1.4 billion of new term loans being raised to finance the pending acquisition of Blue Prism Group plc. which is expected to close in the fourth quarter of 2021 or early 2022. Assignments: Issuer: Bali Finco Inc. Senior Secured Bank Credit Facility, Assigned B2 (LGD3) Affirmations: Issuer: TIBCO Software Inc. Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (LGD6) Outlook Actions: Issuer: Bali Finco Inc. Outlook, Assigned Stable Issuer: TIBCO Software Inc. Outlook, Remains Stable RATINGS RATIONALE Blue Prism is the third-largest provider of robotic process automation (RPA) software and generated approximately $210 million in revenues but negative $22 million in adjusted EBITDA in the LTM 2Q 2021 period. The addition of Blue Prism's RPA products to TIBCO's portfolio of integration, messaging, master data management, and analytics technologies will create significant opportunities to cross-sell RPA solutions into TIBCO's installed base of over 11,000 customers. The RPA software segment is a fast-growing market and TIBCO expects to leverage its sales and marketing and R&D capabilities to maintain or increase Blue Prism's growth rates. TIBCO also expects to realize $152 million of annualized cost synergies within 12 months of the acquisition. However, TIBCO's total debt to EBITDA (Moody's adjusted) will increase substantially, from about mid 6x at fiscal third quarter ended August 2021, to about 10x, pro forma for the acquisition and before the cost savings are included in earnings. The affirmation of the B3 CFR reflects Moody's expectations that TIBCO's leverage will decline to about mid 7x and its free cash flow will increase to 6% of total adjusted debt by the end of FY 2022. These estimates incorporate Moody's expectations for TIBCO's organic growth of about 6% to 7% over the next 12 to 24 months and limited remaining impact on its profitability and operating cash flow from further declines in perpetual licenses with the ongoing transition toward subscription revenues. Execution risk will be elevated given the large cost synergies and Blue Prism's slowing growth amid its execution challenges and intensifying competition. But the risks are mitigated by TIBCO's track record of meaningful cost reductions after its leveraged buyout and its progress in achieving the targeted cost savings from the acquisition of Information Builders, Inc., which closed in December 2020. Though TIBCO's ability to stabilize Blue Prism's growth rates will need to be proven, Blue Prism's high share of recurring revenues and a rapidly growing RPA software market mitigate the risks. The B3 CFR is primarily constrained by TIBCO's high financial leverage. The company's track record of organic growth is short and revenue growth prior to the current fiscal year has been low and uneven amid the slow pivot toward subscription software for hybrid cloud deployments. However, Moody's believes that TIBCO has the potential to grow lifetime revenues from the conversion of its maintenance revenue base into subscription licenses. This transition will be aided by the rapid expansion of its software products available for deployments in hybrid cloud environments. If debt does not increase, Moody's expects that declining restructuring expenses and growth in recurring software revenues will create a path for a meaningful sustained deleveraging and free cash flow after FY 2022. The B3 CFR additionally reflects the highly competitive infrastructure and analytics software markets in which TIBCO operates. TIBCO's credit profile is supported by its good operating scale, strong operating margins (non-GAAP basis), a large installed base of customers, and nearly 90% of revenues that are derived from recurring subscription and software maintenance services (pro forma for the acquisition of Blue Prism). TIBCO has good liquidity reflecting the undrawn $125 million revolving credit facility, $160 million of cash at F3Q '21, and Moody's estimates for about $270 million in free cash flow in FY '22. Governance considerations, specifically, the company's tolerance for high financial risk and Moody's expectations for shareholder-friendly financial policies negatively influence TIBCO's ratings. The stable outlook is based on Moody's expectation that TIBCO will generate organic revenue growth of about 6% to 7% over the next 12 to 24 months. Moody's further expects TIBCO will maintain good liquidity and free cash flow will increase to 6% of total debt in FY '22. Bali Finco Inc., a wholly owned subsidiary of TIBCO Software, Inc., will be the borrower of the new term loans. The term loans will be guaranteed by TIBCO Software. Inc. and all subsidiaries that guarantee TIBCO Software's existing credit facilities on a senior secured basis. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade TIBCO's ratings if the company generates revenue growth of about mid-single digits, and Moody's expects it to sustain free cash flow to total debt of 5% or higher and total debt to EBITDA below 7x. TIBCO's ratings could be downgraded if liquidity becomes weak, anticipated revenue growth does not materialize, or increases in debt or operational challenges result in free cash flow below 2% of total debt for an extended time. TIBCO Software Inc. is a leading provider of business integration and analytics software. The company is owned by affiliates of Vista Equity Partners since December 2014. The principal methodology used in these ratings was Software Industry published in August 2018. TRACY AARON MALONE: IOU Financial's Bid to Dismiss Suit Junked -------------------------------------------------------------- Debtor Tracy Aaron Malone commenced the adversary proceeding captioned Tracy Aaron Malone, Plaintiff, v. IOU Central, Inc., dba IOU Financial, Defendant, Adv. Proc. No. 21-6002-tmr (Bankr. D. Or.) to determine the extent and validity of a lien asserted by IOU Central, Inc., dba IOU Financial. The Defendant responded by filing a Motion to Dismiss or Transfer Adversary Case and a notice that it does not consent to the bankruptcy court's entry of final orders or judgments in this matter. The Defendant later filed an Amended Motion to Dismiss or Transfer Adversary Case. On September 9, 2020, the Debtor filed his petition for relief under subchapter V of chapter 11 of the Bankruptcy Code. The Plaintiff listed the Defendant in his Schedule D, as a secured creditor with collateral consisting of all business equipment, accounts, and receivables with a value of $98,787.11. The Defendant filed Proof of Claim #23, claiming $324,566.91 secured by "all real and personal property of debtor." The Defendant valued its collateral at $324,566.91 in the claim. The claim included a one-page summary of the amount claimed, but it did not include any other attachments. The Debtor objected to Proof of Claim #23 on the ground that creditor failed to seek a determination of value or to include a copy of the documents required by the rules. As additional grounds, the objection pointed out the lack of documents and disputed the claimed security interest in the debtor's assets. When the Defendant failed to respond, the court entered an order upholding the objection by allowing the claim as a nonpriority unsecured claim for $324,566.91. The court confirmed the Debtor's plan by order entered January 14, 2021. Based on the order treating Proof of Claim #23 and representations at the confirmation hearing held on January 7, 2021, the confirmation order modified the treatment of Class 1 to eliminate all payment as a secured claim with the entire claim to be paid as a Class 4 general unsecured claim. The order further provided treatment that will depend on the results of this adversary proceeding. The Defendant filed no objection to the plan or its confirmation, and it filed no appeal of either the order on the claim objection or the order confirming the plan. The Debtor provided notice of substantial consummation of the plan and notice of the order confirming the plan. The Debtor filed his Final Account and applied for entry of the final decree. The court entered the Final Decree and closed the case on May 19, 2021. The case has remained closed. In his complaint, the Debtor seeks to assert the powers of a trustee under Section 544(a) of the Bankruptcy Code to avoid any interest the Defendant has in the property he alleges is property of the reorganized debtor. He also seeks to preserve any avoided transfer for the benefit of the estate under Section 551. The claims, therefore, arise under the Bankruptcy Code. The Defendant argues that Georgia and Oregon law prevent the Debtor from obtaining the relief requested in the complaint. In a memorandum opinion dated Sept. 30, 2021, a full-text copy of which is available at https://is.gd/Jp6xWQ from Leagle.com, the United States Bankruptcy Court for the District of Oregon said it will deny the Defendant's motion to dismiss or transfer the proceeding. According to the Court, the fact that the determinations might be affected by state law does not control the decision about whether the matter is core. Further, the determinations on the avoidance claims could be influenced by this court's prior orders on the claim objection or the plan confirmation, the Court said. The confirmed plan in this case also specifically preserved and vested any causes of action for the reorganized debtor and provided that the bankruptcy court retained jurisdiction to dispose of those claims, the Court added. For these reasons, and based on the Debtor's complaint, the Court determined that the claims asserted are core under the provisions of 28 U.S.C. Section 157(b)(2) as follows: (A) matters concerning the administration of the estate; (B) allowance and disallowance of claims against the estate; (K) determinations of the validity, extent, or priority of liens; and (O) other proceedings affecting the liquidation of assets of the estate or the adjustment of the debtor-creditor . . . relationship. The Defendant argued that, based on the forum selection clause in the underlying documents, the court should transfer this case to the Northern District of Georgia if it's not dismissed. It supports its argument by citing to Georgia and Oregon state law. The Court pointed out that the ultimate determinations will depend on the bankruptcy claims asserted and could be influenced by an interpretation of prior orders of this court. One objective for a federal system of bankruptcy elevates a "centralization" of debtors' disputes especially when the disputes involve core proceedings, the Court said. The Defendant chose to submit to the jurisdiction of this court by filing a proof of claim and did not respond to earlier notices and determinations regarding the treatment of its claim, and it now mounts what appears to be a collateral attack against the Court's prior rulings, and the Court denies it that option. In conclusion, the Court held that the adversary proceeding is a core proceeding, and it has jurisdiction over the Defendant and the claims asserted in the complaint. The Chapter 11 case is In re: Tracy Aaron Malone, Debtor, Case No. 20-62104-tmr11 (Bankr. D. Or.). UA INVESTMENTS: Taps Eric Thorstenberg as Bankruptcy Counsel ------------------------------------------------------------ UA Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Eric Thorstenberg, Esq., an attorney practicing in Atlanta, to handle its Chapter 11 case. Mr. Thorstenberg will be paid at an hourly rate of $250. The rate for secretarial and office administrative services is $60 per hour. In a court filing, Mr. Thorstenberg disclosed that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Thorstenberg holds office at: Eric E. Thorstenberg, Esq. 333 Sandy Springs Circle, Suite 101 Atlanta, GA 30328 Tel: 404-843-8491 Email: ethorstenberglaw@gmail.com About UA Investments Kennesaw, Ga.-based UA Investments LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a commercial strip shopping center located in Rome, Ga., having a current value of $2.7 million. UA Investments filed a petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 21-57429) on Oct. 4, 2021, listing $2,702,950 in assets and $1,553,538 in liabilities. Mohammad M. Gaffar, manager, signed the petition. The Debtor tapped Eric E. Thorstenberg, Esq., as legal counsel. VIP PHARMACY: Nov. 17 Plan Confirmation Hearing Set --------------------------------------------------- Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania fixed the following dates with respect to the Plan and Disclosure Statement: * Nov. 3, 2021, at 5 p.m. is the deadline by which ballots must be received to be considered as acceptances or rejections of the Plan; * Nov. 5, 2021, is the deadline by which the Debtor shall file the Report of Plan Voting; * Nov. 10, 2021, is the deadline for filing and serving written objections to Plan confirmation; and * Nov. 17, 2021, at 1 p.m., via video conference, is the scheduled hearing on confirmation of the Plan. A copy of the order is available for free at https://bit.ly/3lB6B5f from PacerMonitor.com. About VIP Pharmacy VIP Pharmacy Inc. is a privately held company in the health care business. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 1-10428) on Feb. 23, 2021. In the petition signed by Kaushal Patel, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Eric L. Frank oversees the case. Paul Winterhalter, Esq., at Offit Kurman, P.A. is the Debtor's counsel. Woori America Bank, as Lender, is represented by Charles N. Shurr, Jr., Esq. at Kozloff Stoudt. W133 OWNER: Amended Liquidating Plan Confirmed by Judge ------------------------------------------------------- Judge Nancy Hershey Lord has entered findings of fact, conclusions of law and order confirming the Chapter 11 Trustee's Second Amended Plan of Liquidation for debtor W133 Owner LLC. The transactions contemplated by the Plan and the treatment of Holders of Claims and Equity Interests contemplated by the Plan were negotiated and consummated at arm's-length, without collusion, and in good faith. In determining that the Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the formulation of the Plan and the solicitation of votes to accept or reject the Plan. The evidence proffered or adduced at the Hearing establishes that the Plan does not discriminate unfairly and is fair and equitable with respect to Classes 3 and 6, as required by section 1129(b)(1) and (2) of the Bankruptcy Code: * Class 3 is the sole Impaired Class that has not voted to accept or reject the Plan. Class 3 consists of the Other Secured Claims that are junior in priority to the lien securing the Allowed Harlem 133 Lender Secured Claim, which is not being paid in full. In accordance with the Sale Confirmation Order, the Property is being transferred free and clear of the liens of the Other Secured Claims under section 363(f) of the Bankruptcy Code, with such liens to attach to the proceeds of sale. The Other Secured Claims have a value of $0.00 under section 506(a) of the Bankruptcy Code because the Other Secured Claims are deemed Deficiency Claims under the Plan. There will be no surviving Claims in Class 3. Holders of Allowed Deficiency Claims arising from Class 3 Other Secured Claims will be paid their Pro Rata share of the Allowed General Unsecured Claims Reserve. In addition, they may be paid their Pro Rata share of any additional proceeds up to the amounts of the Allowed Deficiency Claims from: (a) any recoveries from Causes of Action; and/or (b) any other source of recovery. Thus, the Plan does not discriminate unfairly and is fair and equitable with respect to Class 3. * Class 6 is an Impaired Class of Equity Interests that is deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. The Debtor's Equity Interests have no value and Holders of Equity Interests in Class 6 will not retain or receive any property under the Plan. By providing Holders of Equity Interests with no consideration under the Plan, the first prong of section 1129(b)(2)(C) of the Bankruptcy Code is satisfied. In addition, there are no Classes of Equity Interests junior to those in Class 6; thus, the Plan does not contemplate distributing any property to any Holders of Equity Interests junior to the Interests classified in Class 6. Accordingly, the second prong of section 1129(b)(2)(C) of the Bankruptcy Code is satisfied. A copy of the Plan Confirmation Order dated October 7, 2021, is available at https://bit.ly/3oROPwg from PacerMonitor.com at no charge. Counsel to Lori Lapin Jones, Esq.: Holly R. Holecek, Esq. LaMonica Herbst & Maniscalco, LLP 3305 Jerusalem Avenue Wantagh, NY 11793 Telephone: (516) 826-6500 Email: hrh@lhmlawfirm.com About W133 Owner W133 Owner, LLC, a Brooklyn, N.Y.-based company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-42637) on July 16, 2020. Levi Balkany, sole member, signed the petition. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Rosenberg Musso & Weiner, LLP, is the Debtor's legal counsel. On Sept. 14, 2020, the court approved the appointment of Lori Lapin Jones, Esq., as the Debtor's Chapter 11 trustee. The trustee tapped LaMonica Herbst & Maniscalco, LLP as bankruptcy counsel and Joseph A. Broderick, P.C. as accountant. Wenig Saltiel LLP, Jeffrey Golkin Partners and Nixon Peabody LLP serve as the trustee's special counsel. WC CULEBRA: Seeks to Hire Rogge Dunn Group as Special Counsel ------------------------------------------------------------- WC Culebra Crossing SA, LP seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Rogge Dunn Group, PC as its special counsel. The firm's services include: -- representing the Debtor in connection with its claims against Timber Culebra, LLC, a noteholder; and -- issuing, conducting and defending depositions and discovery requests and any other adversarial or litigation matters on behalf of the Debtor. Rogge Dunn has agreed to be compensated on an hourly basis. In addition, the firm will seek reimbursement of its reasonable out-of-pocket expenses. Rogge Dunn is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: Chase J. Potter, Esq. Rogge Dunn Group, P.C. 500 N. Akard St., Suite 1900 Dallas, TX 75201 Tel: 214-888-5000/214-747-1398 Mobile: 903-217-4607 Email: Potter@RoggeDunnGroup.com About WC Culebra Crossing SA WC Culebra Crossing SA, LP is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). WC Culebra filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Texas Case No. 21-10360) on May 4, 2021, listing up to $50 million in assets and up to $10 million in liabilities. Judge Tony M. Davis oversees the case. The Debtor tapped Mark H. Ralston, Esq., at Fishman Jackson Ronquillo, PLLC as bankruptcy counsel, Rogge Dunn Group, PC as special counsel, and Columbia Consulting Group, PLLC as financial advisor. [*] Chapter 11 Filings Down 6% in September 2021 ------------------------------------------------ Epiq, a global technology-enabled services leader to the legal services industry and corporations, released its September 2021 bankruptcy filing statistics from its AACER bankruptcy information services business. Overall, September new filings for all chapters were down 4% or 30,907 month-over-month, down from 32,263 in August 2021. Total individual chapter 13 filings are up 6% over August, with 9,930 new cases. Total individual chapter 7 filings are down 9% over August, with 19,230 cases. Total commercial chapter 11 new filings are also down 6% over August, with 247 new cases. Individual Chapter 7 new filings have decreased each month since March 2021 while individual Chapter 13 filings have increased each month starting in May. A chart accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/7c778d7a-d6b4-4a2e-8d72-b38ed0a0a947 The 2021 total open bankruptcy cases which include cases closed plus new cases filed this year continue to slide. September ended at 773,652 open cases, down 11% or 98,556 cases from the start of 2021. A chart accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/6e51dcd8-4e1c-4bc8-a941-b62af61853ad "The bankruptcy new filings volume and chapter mix trends will likely change over the coming months with the Federal and State programs like the eviction moratorium expiring on September 30, 2021," said Todd Madsen, senior director of Epiq Bankruptcy Analytics. "However, numerous states like California have rent reimbursement programs, with funds in place that will continue to ward off new bankruptcy filings as moratoriums expire." About Epiq AACER Epiq AACER is your partner for bankruptcy information and compliance. Its AACER bankruptcy information services platform is built with superior data, technology, and expertise to create insight and mitigate risk for businesses impacted by bankruptcies. Its offers free bankruptcy statistics and monthly email updates for both commercial and non-commercial consumer bankruptcy filings for Chapter 7, Chapter 11, and Chapter 13 cases. About Epiq Epiq, a global technology-enabled services leader to the legal services industry and corporations, takes on large-scale, increasingly complex tasks for corporate counsel, law firms, and business professionals with efficiency, clarity, and confidence. Clients rely on Epiq to streamline the administration of business operations, class action and mass tort, court reporting, eDiscovery, regulatory, compliance, restructuring, and bankruptcy matters. Epiq subject-matter experts and technologies create efficiency through expertise and deliver confidence to high-performing clients around the world. Learn more at https://www.epiqglobal.com. [*] Logistics Problems Have Upside for Asset-Based Lenders ---------------------------------------------------------- Asset-based lenders have good reason to be optimistic despite the effects of supply-chain disruption on retail and wholesale borrowers, advises Ryan Davis, Managing Director of Valuation Services for Tiger Group, in an analysis column for ABF Journal. "The counterintuitive truth is that asset-based lenders are generally in a surprisingly strong position right now," Davis writes. "Borrowers are continuing to increase prices and capture higher-than-normal margins. Many have also slashed spending and defensively hoarded cash. As a result, their balance sheets are often healthier today than they were prior to the pandemic." With limited exceptions such as wear-to-work apparel, the executive adds, "asset values have largely remained the same -- or even appreciated -- since the start of the pandemic." In the Sept. 28 piece ("Does the Current 'Logistics Nightmare' Have a Surprising Upside?"), Davis acknowledges that supplies have dropped to levels not seen since just after the Great Recession. But while inventories may be suppressed today, he writes, "they are likely to bounce back in a major way in 2022, translating into robust activity for the ABL sector as the restoration of supply drives up borrowers' capital needs." But fortunes of individual borrowers will continue to vary. In the piece, Davis sketches out headwinds that, for certain types of companies, could pose further challenges. The list includes the worsening gap between the haves and have-nots across the U.S. economy. "U.S. retail chains with the greatest scope and scale were able to stock up on inventory in anticipation of supply-chain bottlenecks," Davis observes. "This dominant subset has been able to offer otherwise-unavailable inventory-- and further push up prices." By comparison, smaller retailers are like the glasses on the lowest level of a wedding champagne tower: "As the bubbly runs out, they get nothing," Davis writes. "It is important to evaluate where borrowers sit in this hierarchy." A lack of inventory will, unfortunately, force some borrowers to miss their Q4 (and, possibly, Q3) projections, Davis notes. But while lenders should temper expectations for Q3, Q4 and even the first half of 2022, inventory supply should be dramatically longer this time next year. "That means borrowers will be turning to asset-based lenders to support their growth in inventory and rebooted growth plans," Mr. Davis writes. Meanwhile, question marks also loom over the reliability of online shipping for all but the largest operators during the holiday season, Davis notes. Such shipping obstacles "could cause smaller, thinner-margin borrowers to struggle to satisfy their customers during the worst possible time for such failures," he writes. In the conclusion to the piece, he encourages ABL lenders to gauge borrowers' ability to adapt over the short and medium term. As borrowers race to stock up on inventory, for example, a critical factor is whether the assets they aim to acquire are short- or long-lived. "At Tiger, we support the strategy of 'going long' on long-lived assets (examples could include non-fashion basics like t-shirts, top-selling models of air conditioners or popular SKUs of car tires, all of which can be sold for years without any modifications)," Mr. Davis advises. "As lenders scrutinize borrower health, they should look to see whether those with long-lived collateral are being proactive, based on the premise that it's better to stock up and work through this inventory over time than to be caught flat-footed." By contrast, making similar investments in short-lived assets such as fashion apparel or highly seasonal merchandise is a gamble. "Typically, companies that sell short-lived assets are less able to pass along such costs," Mr. Davis concludes. "Today, they are largely able to do so thanks to the short supply; however, this situation will not last forever." [*] Restructuring Vet Emily Chou Joins Forshey Prostok ------------------------------------------------------ Forshey Prostok LLP on Oct. 1 announced the addition of Emily Chou as a partner in the firm's Fort Worth office. Ms. Chou brings over twenty years of experience in business reorganization, creditors' rights, and commercial litigation. Her work has included representing official creditors' committees and post-confirmation liquidation/litigation trustees in Chapter 11 bankruptcy cases all over the United States. To learn more about Ms. Chou, visit: https://forsheyprostok.com/attorneys/emily-s-chou/ "Emily is an exceptional addition to our expanding team of bankruptcy and restructuring professionals," said managing partner Jeff Prostok. "She brings extensive experience representing creditors' committees in large, complicated cases and fills a void our clients need -- and that need is only increasing for the foreseeable future." Mr. Prostok notes that, with the addition of Ms. Chou, Forshey Prostok now has eight partners who each have more than 20 years of business bankruptcy experience. "I know of few firms -- of any size -- with the bankruptcy experience and firepower Forshey Prostok offers," he said. "Our clients realize our lawyers provide the same skill and sophistication they would find at the most elite firms in the country, but without the expensive overhead or conflicts." Ms. Chou, who lives in Fort Worth but has always represented clients nationally, said she was interested in joining Forshey Prostok because it handles the kinds of challenging cases she enjoys. "I have always been impressed by the quality of Forshey Prostok's attorneys and their work. Having recently served as a law clerk for the Honorable Edward L. Morris at the U.S. Bankruptcy Court for the Northern District of Texas, I watched many of Forshey Prostok's lawyers firsthand and from a different perspective, and I have made the right decision," she said. "I am looking forward to returning to private practice and collaborating with such a formidable team of lawyers." Ms. Chou earned her B.A. in economics from the University of Texas at Austin and her law degree from the University of Texas at Austin School of Law. She speaks fluent Mandarin Chinese. About Forshey Prostok LLP Forshey Prostok LLP -- https://forsheyprostok.com/ -- provides extensive experience in all areas of bankruptcy law from its offices in Fort Worth, Dallas, and Houston. The firm's scope of representation includes handling complex business reorganizations, enforcing of creditor's rights, leading commercial and bankruptcy-related litigation, overseeing creditors' committees, directing workouts, and closing bankruptcy acquisitions. Forshey Prostok is ranked by the Chambers USA legal guide and received a Tier 1 ranking from Best Law Firms for bankruptcy and creditor/debtor rights. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***