/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/211022.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, October 22, 2021, Vol. 25, No. 294 Headlines 1121 PIER VILLAGE: Seek to Hire Obermayer as Litigation Counsel 286 RIDER AVE: Appointment of Chapter 11 Trustee Sought 317 NORTH CENTER: Taps Patten Peterman Bekkedahl & Green as Counsel 37 CALUMET STREET: Unsec. Creditors Will Get 1% Dividend in Plan 560 55 STREET: Case Summary & Unsecured Creditor 801 ASBURY AVENUE: Creditor Seeks Ch. 11 Trustee Appointment 96 WYTHE: Lender Seeks Appointment of Examiner A.B.C. CARPET CO: Committee Taps Province as Financial Advisor ACE GALLERY: Nov. 3 Auction Scheduled for Archival Gallery Posters ADVANTAGE SOLUTIONS: S&P Upgrades ICR to 'B+' on Refinancing Plan AGAPE WORLD: Seeks to Hire C. Scott Kirk as Bankruptcy Counsel ALLIANT HOLDINGS: Moody's Rates New $450MM Unsecured Notes 'Caa2' AQUESTIVE THERAPEUTICS: Lenders Agree to Provide Bridge Waiver ASM GLOBAL: S&P Alters Outlook to Stable, Affirms 'B-' ICR AVANTOR FUNDING: Moody's Rates New $800MM Sr. Unsecured Notes 'B2' BACK TO LIFE: Seeks to Tap Hazzouri Accounting & Tax as Accountant BILL STARKS: Wins Cash Collateral Access on Final Basis BL SANTA FE: Bishop's Lodge Cleared for Juniper Takeover BLACK & GOLD: Seeks to Hire Calaiaro Valencik as Legal Counsel BOLT DIESEL: Seeks to Hire The Lane Law Firm as Bankruptcy Counsel BOY SCOUTS: Stevens, et al., Not Satisfied With Proposed Settlement BRAINY APPS: Seeks to Hire Van Horn Law Group as Bankruptcy Counsel BRAZOS ELECTRIC: Bankruptcy Court to Hear Storm Bills Challenge BROSTER JD: Seeks to Hire Morgan & Morgan as Special Counsel CALIFORNIA RESOURCES: S&P Upgrades ICR to 'B+', Outlook Stable CATAMOUNT OILFIELD: Bidding for Pipe Inventory Ends on Oct. 27 CHANNEL CLARITY: Has Cash Collateral Access Through Dec. 3 CNT HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR CONWAY COURT 1: Voluntary Chapter 11 Case Summary CONWAY COURT 4: Voluntary Chapter 11 Case Summary DAVE & BUSTER'S: Moody's Hikes CFR to B2 & Sr. Secured Notes to B1 DIVERSIFIED FRANCHISE: Seeks to Hire Wilde & Associates as Counsel EAST WEST AVL: Has Interim OK to Use Cash Collateral Thru Nov 18 FLORIDA HOMESITE: Dec. 8 Hearing on Disclosure Statement FR REFUEL: S&P Assigns 'B-' Rating, Outlook Stable GATEWAY KENSINGTON: Examiner Taps Klestadt as Legal Counsel GRAY TELEVISION: Fitch Affirms 'BB-' LT IDR, Outlook Stable GRAY TELEVISION: S&P Assigns 'BB' Rating on New $1.5BB Term Loan GREEN VALLEY: Cash Use Extension Thru Nov. 13 OK'd GREENSILL CAPITAL: Creditors Say Plan Releases Too Broad GREYSTONE SELECT: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable GRUPO AEROMEXICO: Nov. 10 Disclosure Statement Hearing Set GULF COAST: Court Directs Appointment of Patient Care Ombudsman HASTINGS ENTERTAINMENT: Goldstein Sues Trustee & Tucker Ellis HAWAIIAN HOLDINGS: Unit Amends Tender Offers HIGHLAND CAPITAL: Trustee Accuses CEO Dondero of Siphoning Millions HILMORE LLC: Reaches Settlement Agreement with Overseas Food HIRECLUB.COM INC: Gets OK to Hire Belvedere Legal as Counsel JEM HOMES: Seeks to Tap Rivera Law Firm as Legal Counsel JILL ACQUISITION: Moody's Hikes CFR to Caa1, Outlook Remains Stable KOSMOS ENERGY: Moody's Rates New $400MM Sr. Unsecured Notes 'B3' LAMB WESTON: Moody's Rates New $835MM Senior Unsecured Notes 'Ba3' LORNA JANE: Seeks to Tap Invenz Inc. as Restructuring Advisor LORNA JANE: Seeks to Taps FSG Lawyers as Special Counsel LORNA JANE: Taps Winthrop Golubow Hollander as Bankruptcy Counsel LOUISIANA CRANE: Disclosures Hearing Continued to Oct. 26 LOVE BITES: May Use Up to $73,378 of Cash Collateral Thru Nov. 5 LRS HOLDINGS: $123MM Term Loan Add-on No Impact on Moody's B3 CFR LSC FURNITURE: Seeks to Hire E. P. Bud Kirk as Legal Counsel MAGELLAN HOME-GOODS: Gets OK to Tap Northstar Tax as Accountant MASSOOD DANESH: Wins Cash Collateral Access Thru Nov 19 METROPOLITAN REAL ESTATE: Seeks 30-Day Cash Access Thru Nov. 15 METROPOLITAN REAL ESTATE: Taps McNamee Hosea as Bankruptcy Counsel MIDWEST VETERINARY: Moody's Alters Outlook on B3 CFR to Negative MOTUS GROUP: Fitch Assigns First Time 'B-' LT IDR, Outlook Stable MOTUS GROUP: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable NEW YORK BAKERY: Seeks to Hire Bond, Schoeneck & King as Counsel NEW YORK BAKERY: Seeks to Tap Canty Consulting as Financial Advisor NEW YORK CLASSIC: Court Extends Cash Access Thru Final Hearing OLYMPUS POOLS: Asks Court OK to Use Cash, Reexamine Lien OMAGINE INC: Taps BSA Al Rashdi as Litigation Counsel OPTION CARE: Moody's Hikes CFR to B1, Outlook Stable OPTION CARE: S&P Upgrades ICR to 'B+' on Improved Credit Measures PAR LIMITED: Seeks to Tap McNamee Hosea as Bankruptcy Counsel PAR LTD PARTNERSHIP: Chapter 11 Filing Stops Foreclosure Sale PCDM PROPERTIES: Claims Will be Paid from Rental Income PEAK CUSTOM: Case Summary & 20 Largest Unsecured Creditors PHUNWARE INC: Closes Acquisition of Lyte Technology POLK AZ: Case Summary & 6 Unsecured Creditors POLK AZ: Seeks to Hire Engelman Berger as Bankruptcy Counsel PURDUE PHARMA: Asks Court OK to Pay Costs of Government Committees QUANTUM VALVE: Jason Rae Appointed as Chapter 11 Trustee REDWOOD EMPIRE: Taps Daniel McCoy of HVS Consulting as Appraiser RELEVANT HOLDINGS: Resolves Objection to $300,000 DIP Financing ROCKDALE MARCELLUS: Committee Taps Pachulski as Lead Counsel ROCKDALE MARCELLUS: Committee Taps Riveron as Financial Advisor ROCKDALE MARCELLUS: Committee Taps Whiteford as Local Counsel ROMANS HOUSE: Trustee Taps Hossley & Embry as Special Counsel ROSCOE GUITARS: Seeks Approval to Hire Blake Gecinger as Accountant RUBY JUDE: Seeks to Hire Belmont Firm as Legal Counsel RYBEK DEVELOPMENTS: Taps Robert Romanet as Real Estate Agent SCRATCH SERVICE: Seeks to Hire Alla Kachan as Bankruptcy Counsel SCRATCH SERVICE: Taps Wisdom Professional Services as Accountant SCS HOLDINGS: S&P Places 'B' ICR on CreditWatch Positive SILVER PLAZA: Wins Cash Collateral Access SPICE MUST FLOW: May Use PS Funding & Pantheon Cash Collateral STONEYS KINGFISHERS: Seeks to Tap McNamee Hosea as Legal Counsel SUNDANCE ENERGY: Searches for Buyer After Bankruptcy Exit, Oil Rose SWEET BRIAR COLLEGE: S&P Raises 2006 Rev. Refunding Bond to 'BB' TERRA MANAGEMENT: Seeks to Hire Brownstein as Bankruptcy Counsel THE HAYWORTH: Maltz to Hold Public Auction on Jan. 10, 2022 TOP NOTCH HEALTHCARE: Seeks to Hire The Lane Law Firm as Counsel TRANSMONTAIGNE OPERATING: S&P Assigns 'B+' ICR on Debt Issuance TYNDALL PARKWAY: Taps Adjusters International as Insurance Adjuster U.S. TOBACCO: Hits Stubbs & Perdue Over Solicitation Letters US ECOLOGY: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Neg. VERDANT HOLDINGS: Seeks Approval to Hire Gift CPAs as Accountant W&T OFFSHORE: Hurricane Ida Impacted Q3 Production [*] Bankruptcy Lawyers Foresee Rise in Bankruptcy Filings in 2022 [*] Sen. Warren Floats Creditors' Expanded Powers vs. PEs [*] SVPGlobal Expands Special Situations Investments Team [] Judge David Campbell to Receive American Inns of Court Award [] Stretto's Sarah Frankel Bags ABI 2021 40 Under 40 Award [^] BOOK REVIEW: Saga of America's Most Powerful Real Estate Baron ********* 1121 PIER VILLAGE: Seek to Hire Obermayer as Litigation Counsel --------------------------------------------------------------- 1121 Pier Village, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Obermayer Rebmann Maxwell & Hippel, LLP as special litigation counsel. The Debtors need the legal assistance of Obermayer in a litigation styled 1121 Pier Village LLC et al. v. Sharestates Intercap Line LLC et al., Adversary No. 21-44-elf. The hourly rates of Obermayer's attorneys and staff are as follows: Attorneys $400 - $650 Paralegals $90 In addition, the firm will seek reimbursements for expenses incurred. Edmond George, Esq., an attorney at Obermayer Rebmann Maxwell & Hippel, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Edmond M. George, Esq. Obermayer Rebmann Maxwell & Hippell LLP Centre Square West 1500 Market Street, Suite 3400 Philadelphia, PA 19102 Telephone: (215) 665-3140 Email: edmond.george@obermayer.com About 1121 Pier Village Philadelphia, Pa.-based 1121 Pier Village, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Lead Case No. 21-11466) on May 23, 2021. Alex Halim, operating manager, signed the petitions. At the time of the filing, 1121 Pier Village disclosed between $10 million and $50 million in both assets and liabilities. Judge Eric L. Frank oversees the cases. The Debtors tapped Bielli & Klauder, LLC as legal counsel; Obermayer Rebmann Maxwell & Hippell LLP as special counsel; Asterion, Inc. as accountant and financial advisor; and Keen-Summit Capital Partners, LLC as real estate advisor. 286 RIDER AVE: Appointment of Chapter 11 Trustee Sought ------------------------------------------------------- 286 Rider Ave Development LLC asks the U.S. Bankruptcy Court for the Southern District of New York to direct the appointment of a Chapter 11 Trustee for the Debtor, 286 Rider Ave Acquisition, LLC. The Debtor, being an affiliate of Be-Aviv 286 Rider LLC, cannot independently exercise its duties as a debtor-in-possession fiduciary for all stakeholders warranting the appointment of a disinterested Chapter 11 trustee, Jason A. Nagi, Esq. at Offit Kurman, P.A., counsel for Development LLC asserts. Mr. Nagi alleges the Debtor's bankruptcy was filed to frustrate legitimate state court proceedings brought by the Debtor's former principals Toby Moskovits and Michael Lichtenstein against Be-Aviv 286 Rider LLC, which is also the Debtor's Lender, for its wrongful acts in a blatant attempt by the Lender to obtain tactical leverage over the principals. The bankruptcy estate's primary asset was purchased by the Debtor through a loan from the Lender. Following an asserted event of default under the loan, the Lender purported to exercise control over the equity interests in the Debtor: * first, by registering membership interests in the Debtor in the Lender's name; * second, by appointing its affiliate, 286 Rider Ave Lender LLC, as managing member of the Debtor; and * third, retaining Lee Buchwald as manager/agent of the Debtor with authority to file the Debtor's bankruptcy case. Assuming the Lender's assertions it has exercised its power to vote the Debtor's equity in authorizing the filing, the Debtor is not an independent fiduciary but an affiliate of the Lender through its managing member, 286 Rider Ave Lender LLC, Mr. Nagi points out. Mr. Nagi also relates that the Debtor's primary unsecured creditors supported Development LLC's Motion to Dismiss the Debtor's case, filed August 5, 2021. This demonstrates that the key stakeholders lack confidence in, and are concerned about, the independence and disinterestedness of the Debtor and its ability to advance a plan that will promote the interests of all stakeholders, not solely the interests of the Lender. The Motion, however, was denied by the Court. Development LLC on October 15, 2021, sought to terminate the Debtor's exclusive periods (as to Development LLC only) in order to allow it to file its own Plan and Disclosure Statement in the Debtor's case. This Proposed Plan would be funded through a loan to Development LLC to pay all allowed administrative and priority claims, with any net funds payable pro rata to holders of allowed general unsecured claims, Mr. Nagi says. Given the continued acrimony between the Lender and Development LLC and the Debtor's equity holders, Mr. Nagi asserts cause exists and that it is in the best interest of the estate and its stakeholders for the Court to direct the appointment of an independent, disinterested Chapter 11 trustee to promote a consensual resolution of the bankruptcy case based on Development LLC's proposed Plan. A copy of the motion is available for free at https://bit.ly/3nbLJky from PacerMonitor.com. The Court will consider the motion at a telephonic hearing on November 16, 2021 at 10 a.m. (ET). Objections, if any, are due by 4 p.m. (ET) on Nov. 1. Attorneys for 286 Rider Ave Development LLC, party in interest: Jason A. Nagi, Esq. Offit Kurman, P.A. 590 Madison Avenue, 6th Floor New York, NY 10022 Telephone: (212) 545-1900 Email: Jason.nagi@offitkurman.com - and - Joyce A. Kuhns, Esq. Offit Kurman, P.A. 300 East Lombard Street, Ste. 2010 Baltimore, MD 21202 Telephone: (410) 209-6463 Email: Jkuhns@offitkurman.com About 286 Rider Ave Acquisition 286 Rider Ave Acquisition, LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 21-11298) on July 15, 2021. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Lee E. Buchwald, manager, signed the petition. Judge Lisa G. Beckerman oversees the case. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the Debtor's legal counsel. 317 NORTH CENTER: Taps Patten Peterman Bekkedahl & Green as Counsel ------------------------------------------------------------------- 317 North Center Avenue Building LLC seeks approval from the U.S. Bankruptcy Court for the District of Montana to employ Patten, Peterman, Bekkedahl, & Green, PLLC as its legal counsel. The services to be rendered include general counseling and local representation before the bankruptcy court in connection with the Debtor's Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: James A. Patten, Esq. $375 Molly S. Considine, Esq. $250 Other Attorneys $175 - $350 Diane S. Kephart, Paralegal $160 April J. Boucher, Paralegal $135 Phyllis Dahl, Paralegal $135 Leanne Beatty, Paralegal $120 Tiffany Bell, Paralegal $120 Molly Considine, Esq., a member of Patten, Peterman, Bekkedahl, & Green, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James A. Patten, Esq. Molly S. Considine, Esq. Patten, Peterman, Bekkedahl & Green, PLLC 2817 2nd Avenue North, Ste. 300 P.O. Box 1239 Billings, MT 59103-1239 Telephone: (406) 252-8500 Facsimile: (406) 294-9500 Email: apatten@ppbglaw.com mconsidine@ppbglaw.com About 317 North Center Avenue Building 317 North Center Avenue Building, LLC filed a petition for Chapter 11 protection (Bankr. D. Mont. Case No. 21-10118) on Oct. 18, 2021, listing as much as $500,000 in both assets and liabilities. Patten, Peterman, Bekkedahl & Green, PLLC serves as the Debtor's legal counsel. 37 CALUMET STREET: Unsec. Creditors Will Get 1% Dividend in Plan ---------------------------------------------------------------- 37 Calumet Street, LLC filed with the U.S. Bankruptcy Court for the Eastern District of Massachusetts a Plan of Reorganization and Disclosure Statement dated October 18, 2021. The Debtor owns the Real Estate in fee simple. The Debtor's manager Patricia Hounsell and her family have owned the Real Estate for over 100 years. The value of the Real Estate is estimated at $1,845,000.00 based upon the City of Boston tax assessment. On or about May 29, 2015, Ms. Hounsell gave Endeavor a short term second mortgage to pay off Charlestown loan and for construction on the Real Estate in the amount of $520,000. Upon information and belief, Ms. Hounsell defaulted on the Endeavor loan and it soon after matured. In lieu of foreclosure, Endeavor explained to Ms. Hounsell that it would need to be in first position and as such would offer a refinance that required payment of the Fremont first mortgage. As a result, Ms. Hounsell felt compelled to accept this option. Endeavor required that she transfer the Real Estate from her name into a single member LLC on June 9, 2017. On June 12, 2017, the Debtor gave Endeavor another short term loan secured by a first mortgage in the amount of $1,226,000. The mortgage matured and foreclosure was pursued. This case was filed a day or two prior to the scheduled foreclosure. The Plan will treat claims as follows: * Class I consists of the secured claim asserted by the Lender against the Real Estate. The Claim in Class I will be impaired. The note to the Class I creditor was dated May 7, 2019 in the amount of $1,600,000.00 and matured on May 7, 2020. The Note to the Lender will be rewritten with an interest rate of 5%, equal monthly payments of $3,000.00 with a balloon payment due on January 30, 2024. * Class II consists of the judicial lien claim of Anchor Insulation Co. Inc. The Class II claim will be impaired and will retain its judicial lien on the Real Estate until the balloon payment to the Class I creditor is paid in January of 2024. * Class III consists of the unsecured claims asserted against the Debtor. The Class III unsecured creditors will be impaired and paid a dividend of 1% upon confirmation. * Class IV consists of the membership interest owned by Patricia Hounsell in the Debtor. Patricia Hounsell will retain her 100% membership interest in the Debtor and will not be impaired. The Debtor will retain the Real Estate and will pay the obligations due under this Plan from the present and future rental income. A full-text copy of the Disclosure Statement dated October 18, 2021, is available at https://bit.ly/2Xz7B0i from PacerMonitor.com at no charge. Debtor's Counsel: Gary W. Cruickshank, Esq. 21 Custom House Street Suite 920 Boston, MA 02110 Tel: (617) 330-1960 E-mail: gwc@cruickshank-law.com About 37 Calumet Street 37 Calumet Street LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-12253) on Nov. 19, 2020. The petition was signed by Patricia Hounsell, its manager. At the time of filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Frank J. Bailey oversees the case. Gary W. Cruickshank, Esq., serves as the Debtor's counsel. 560 55 STREET: Case Summary & Unsecured Creditor ------------------------------------------------ Debtor: 560 55 Street, LLC 1500 Q. Blancke Street Linden, NJ 07036 Business Description: 560 55 Street, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 21, 2021 Court: United States Bankruptcy Court District of New Jersey Case No.: 21-18200 Debtor's Counsel: David L. Stevens, Esq. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: 973-696-8391 Email: ecfbkfilings@scuramealey.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mendel Deutsch as member. The Debtor listed the State of New Jersey Division of Taxation as its sole unsecured creditor holding an unknown amount of claim. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6WRVHDY/560_55_Street_LLC__njbke-21-18200__0001.0.pdf?mcid=tGE4TAMA 801 ASBURY AVENUE: Creditor Seeks Ch. 11 Trustee Appointment ------------------------------------------------------------ 801 Asbury Associates, L.P asks the U.S. Bankruptcy Court for the District of New Jersey to appoint a Chapter 11 Trustee for 801 Asbury Avenue, LLC, or convert its case to one under Chapter 7. Associates is the prior owner of the office building and surrounding parking lots owned by the Debtor. As part of the sale, the Debtor gave Associates a secured promissory note and a personal guarantee for a seller financing loan that Associates provided the Debtor in connection with Debtor's purchase of the Property. The Debtor immediately defaulted on the loan by missing the first two payments required by the Note and Guarantee. In June 2019, Associates sued the Debtor; the Debtor's sole member and loan guarantor, James McCallion; and several other entities owned by McCallion in state court for fraud, among other things. In February 2020, the parties reached a settlement, pursuant to which the state court, in May 2020, issued a judgment of $1,214,900 on the Note and the Guarantee against the Defendants. When McCallion filed for Chapter 11 bankruptcy, Associates filed a proof of claim in that case for the $1,214,900 judgment amount, and later commenced an adversary proceeding seeking a determination as to the dischargeability of its claim based on, among other things, false representations, or actual fraud under Section 523(a) of the Bankruptcy Code. The parties subsequently entered into mediation and reached a settlement, resulting in a $650,000 claim of the Creditor against the Defendants, secured by the judgment lien against the Defendants and all of their assets. Following the sale of the Property on January 29, 2021, a credit of $23,225 was applied to the judgment lien, reducing the Creditor's claim to $626,775. Associates alleges McCallion has mismanaged the Debtor's primary asset to the point where its value may be substantially decreased, saying that McCallion performed flawed remodeling and construction work of the Property, allowing the Building to fall into disrepair. Associates also discloses McCallion's renovations on the second floor led to a breach in the Building's fire tower resulting to the fire tower no longer being a fire-resistant escape path for the Building's occupants. If a fire marshal revokes the Building's certificate of occupancy, the value of the Debtor's primary asset will plummet. Not only will the Debtor lose the rental income of the tenants, who will no longer be able to occupy the building, the Debtor may not even be able to sell the Building until it can complete remediation of the fire tower. In addition to not protecting the value of the Debtor's primary asset, McCallion, according to Associates, has demonstrated a lack of transparency and has failed to disclose the Debtor's full income, charging fees for use of the Parking Lot for non-permitted uses, in violation of local zoning ordinances, yet not disclosing the income derived from these parking fees. The cash income does not appear on the Debtor's schedules, thereby misleading the Court and creditors about the Debtor's true financial situation, Associates says. Moreover, the bank statements attached to the Debtor's monthly operating reports shows comingling of assets between the Debtor and McCallion and showed several charges that appear to be for personal expenses. The totality of the circumstances in this case shows the need for a Chapter 11 trustee or conversion of the case to Chapter 7, Associates tells the Court. A copy of the Memorandum of Law is available for free at https://bit.ly/3aZiI5T from PacerMonitor.com. The Court will consider the Motion on November 23, 2021 at 10 a.m. Attorneys for 801 Asbury Associates, L.P., creditor: Carrie J. Boyle, Esq. Boyle & Valenti Law, P.C. 1940 Route 70 East, Suite 4 Cherry Hill, NJ 08003 Telephone: (856) 499-3335 phone Facsimile: (856) 499-3304 fax Email: cboyle@b-vlaw.com About 801 Asbury Avenue 801 Asbury Avenue, LLC is a New Jersey limited liability corporation which owns and operates commercial real property in Ocean City. 801 Asbury Avenue, LLC along with affiliate 176 Route 50, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 21-14401 and 21-14402) on May 26, 2021. In the petition signed by James McCallion, sole member, 801 Asbury disclosed up to $10 million in both assets and liabilities. Judge Andrew B. Altenburg, Jr. oversees the jointly administered cases. David B. Smith, Esq., at Smith Kane Holman, LLC is the Debtors' counsel. 96 WYTHE: Lender Seeks Appointment of Examiner ---------------------------------------------- Benefit Street Partners Realty Operating Partnership, L.P., asks the U.S. Bankruptcy Court for the Southern District of New York to direct the appointment of an examiner for 96 Wythe Acquisition LLC. Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, the Lender's counsel, says the Debtor's recently proposed plan of reorganization provides for, among other things, blanket releases from all estate and creditor claims against the insiders and their affiliates under a so-called settlement, which, according to Rogoff, was negotiated without input from any unconflicted fiduciary. In exchange, the Debtor's controlling insiders, Toby Moskovits and Michael Lichtenstein, will return diverted funds and make a small additional equity contribution to retain the equity in the Debtor, while purporting to pay creditor claims over three to six years. The Debtor grants these blanket releases even though no independent fiduciary has investigated such claims, much less concluded that the amount the insiders purport to contribute approximates the value of the equity they will receive together with the value of the claims against them that are being released, Rogoff said. Rogoff alleges the Debtor and The Williamsburg Hotel BK LLC as Hotel Manager -- in representations signed by Ms. Moskovits and Mr. Lichtenstein -- defrauded the Lender in the making of its loan and assigning a material contract underpinning the plan. There are also other large, unexplained gaps in the Debtor's finances that may also lead to potential claims (including payments to affiliates postpetition that were not properly disclosed). Moreover, the Lender discovered that David Goldwasser, the Debtor's chief restructuring officer, was a managing member of FIA Heritage Holdings, LLC, one of the Debtor's largest unsecured creditors with an unsecured claim of $3,085,773. There can be no dispute that multiple conflicts of interest exist and that the insider-sponsored plan would release all potential claims without any independent review or oversight, Rogoff avers. He points out the need for an examiner -- an independent fiduciary -- to conduct a proper investigation is clear in the face of such plan releases, and an investigation by a neutral fiduciary would protect the rights of all creditors. A copy of the motion is available for free at https://bit.ly/3n66Y72 from PacerMonitor.com. Counsel for Benefit Street Partners Realty Operating Partnership, L.P., lender: Adam C. Rogoff, Esq. P. Bradley O'Neill, Esq. Priya K. Baranpuria, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Email: arogoff@kramerlevin.com boneill@kramerlevin.com pbaranpuria@kramerlevin.com About 96 Wythe Acquisition LLC 96 Wythe Acquisition LLC is a privately held company whose principal property is located at 96 Wythe Ave, Brooklyn, NY 11249. 96 Wythe Acquisition sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 1-22108) on February 23, 2021. In the petition signed by David Goldwasser, chief restructuring officer, the Debtor disclosed $0 in assets and $79,990,206 in liabilities. Judge Robert D. Drain oversees the case. Backenroth Frankel & Krinsky, LLP, led by Mark Frankel, is the Debtor's counsel. Kramer Levin Naftalis & Frankel LLP serves as counsel for Lender, Benefit Street Partners Realty Operating Partnership, L.P. A.B.C. CARPET CO: Committee Taps Province as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors of A.B.C. Carpet Co., Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Province, LLC as its financial advisor. The firm's services include: a. analyzing the Debtors' cash collateral budget, assets and liabilities, and overall financial condition; b. reviewing financial and operational information furnished by the Debtors to the committee; c. analyzing the Debtors' proposed retention of professionals and reporting to the committee as necessary; d. analyzing the Debtors' proposed business plan and developing alternative scenarios, if necessary; e. assessing the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; f. preparing, or reviewing as applicable, avoidance action and claim analyses; g. assisting the committee in reviewing the Debtors' financial reports, including, but not limited to, statements of financial affairs, bankruptcy schedules, cash budgets, and monthly operating reports; h. advising the committee on the current state of the Debtors' Chapter 11 cases; i. advising the committee in negotiations with the Debtors and third parties; j. if necessary, participating as a witness in hearings before the bankruptcy court; and k. other activities approved by the committee and its legal counsel and agreed to by the firm. The firm's hourly rates are as follows: Managing Directors/Principals $740 to $1,050 per hour Vice Presidents/Directors $520 to $740 per hour Analysts/Associates $250 to $520 per hour Paraprofessionals $185 to $225 per hour Province will also receive reimbursement for out-of-pocket expenses incurred. Sanjuro Kietlinski, a partner at Province, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sanjuro Kietlinski Province, LLC 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Tel: (702) 685-5555 Email: skietlinski@provincefirm.com About A.B.C. Carpet Co. Inc. New York-based A.B.C. Carpet Co., Inc. owns and operates ABC Carpet & Home, an iconic lifestyle brand and home furnishing retailer with stores in Manhattan and Brooklyn. A.B.C. Carpet Co. and its affiliates filed their voluntary petitions for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 21-11591) on Sept. 8 2021, listing up to $50 million in assets and up to $100 million in liabilities. Aaron Rose, chief executive officer, signed the petitions. Judge David S. Jones oversees the cases. The Debtors tapped Greenberg Traurig, LLP as legal counsel and B. Riley Securities, Inc. as investment banker and financial advisor. Stretto is the claims, noticing and administrative agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' bankruptcy cases on Sept. 22, 2021. Seward & Kissel, LLP and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. ACE GALLERY: Nov. 3 Auction Scheduled for Archival Gallery Posters ------------------------------------------------------------------ On Nov. 3, ThreeSixty Asset Advisors will auction thousands of archival exhibition posters of Ace Gallery, dating back to the 1960's. After years of bankruptcy reorganization efforts, the famed Ace Gallery is in the final phases of an operational wind down. As part of this process, decades of owned original art and archival gallery posters are headed to auction. Ace Gallery first opened its doors in Los Angeles in 1967, and was responsible for organizing early solo shows for such artists as Andy Warhol, Sam Francis and Robert Rauschenberg. Despite the numerous legal entanglements of the gallery's former owner, Douglas Chrismas, Ace has managed to remain relevant for decades, helping support and launch careers for such artists as Mary Corse, Michael Heizer and Tim Hawkinson. The November 3 auction, the first in a series, will feature signed and unsigned vintage offset lithograph posters from such artists as Warhol, Rauschenberg and Francis, as well as many other artists spanning 50 years including Carl Andre, Roy Lichtenstein, Charles Fine, The Date Farmers and Dennis Hopper to name a few. According to ThreeSixty President, Jeff Tanenbaum, "This sale has been quite an undertaking as we've discovered treasure troves of collectible signed posters ideal for collectors, as well as thousands of quality posters other galleries and resellers can purchase for years of profitable resale." Interested bidders can find the auction details and links to the bidding catalog at 360Bid.sale. The auction is now open for pre-bidding and items will close in sequential order -- live auction style -- starting at 11:30a PT on Nov. 3. The posters can be picked from the gallery's Los Angeles area warehouse, or buyers can make arrangements with 3rd party shippers. For more information, interested parties can go to the website or contact ThreeSixty Asset Advisors at 1-888-345-SOLD, extension 110. About Art and Architecture Art and Architecture Books of the 21st Century, d/b/a Ace Gallery, filed for a voluntary Chapter 11 petition on Feb. 19, 2013, in the U.S. Bankruptcy Court for the Central District of California, Case No. 13-14135. The petition was signed by Douglas Chrismas, president. Judge Robert Kwan presides over the case. Joseph A. Eisenberg, Esq., at Jeffer Mangels Butler & Mitchell LLP, serves as counsel. The Debtor reported $1 million to $10 million in assets and $10 million to $50 million in debts. ADVANTAGE SOLUTIONS: S&P Upgrades ICR to 'B+' on Refinancing Plan ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Advantage Solutions Inc. to 'B+' from 'B' and assigned its 'BB-' issue credit rating to the $1.3 billion first-lien term loan facility maturing in 2027. At the same time, S&P raised its issue-level rating on the $775 million senior secured notes due 2028 to 'BB-' from 'B'. The recovery rating on the term loan and notes is '2', indicating that creditors could expect substantial (70% to 90%; rounded estimate: 70%) recovery in the event of a payment default, compared to '3' on the existing senior secured debt. S&P also withdrew its 'B' issuer credit rating on Advantage Sales & Marketing Inc. (ASM) and expect to withdraw its 'B' rating on the existing first lien term loan following its repayment. S&P said, "The stable outlook reflects our expectation that Advantage will be able to stand up its workforce without significant disruption or profit degradation while maintaining S&P Global Ratings-adjusted leverage between 4x and 4.5x. "We expect Advantage's satisfactory financial performance to continue over the next year given still elevated demand for its sales services and rebounding demand for its demo-focused marketing services. Advantage has fared well over the past year, with trailing 12-month S&P Global Ratings-adjusted leverage strengthening to 4.2x from about 5x pro forma for last year's merger with special-purpose acquisition company (SPAC) Conyers Park II Acquisition Corp. In-store consumer spending remains high, and we believe consumer product clients are likely to continue high usage of Advantage's sales segment services, which is geared toward increasing distribution of their products while optimizing how they are displayed, priced, and promoted. We expect robust sequential growth in the lower margin, demo-focused marketing services segment--though sales are likely to still be down 30% in 2021 compared to 2019, with full recovery assumed by 2023, subject to pandemic developments." Advantage recently raised its company-defined adjusted EBITDA outlook for 2021 to $520 million to $530 million, compared to $515 million previously, and signaled the potential for continued progress toward 3x company-defined net debt to EBITDA by the end of 2022, compared to 3.9x as of June 30, 2021. S&P said, "Our forecast is less optimistic in part because of difficulties recruiting and maintaining employees, which could weigh on profitability, and uncertainty around supply chain bottlenecks. Nevertheless, our base case forecast assumes adjusted leverage will remain near current levels over the next year." S&P said, "We believe there is low probability for a re-leveraging event above 5x. Notwithstanding its approximately 75% ownership by a group of private equity firms, publicly-traded companies tend to exercise less aggressive financial policies than issuers that are privately held by financial sponsors. We assume the company will continue its bolt-on focused acquisition model whereby it directs most of its roughly $250 million annual free operating cash flow (FOCF) toward purchasing multiple modest-size rivals (increasingly with digital and omnichannel capabilities) as opposed to large scale transactions, such as the Daymon Worldwide acquisition in 2017. Such transactions should strengthen Advantage's suite of technology offerings." Risks for the next year include standing up the labor force, high inflation, lingering pandemic risks, and supply chain bottlenecks. S&P believes the company has built costs pertaining to growing and maintaining the labor force into its EBITDA outlook. It is nevertheless possible that profitability could at least temporarily weaken below this level due to a greater lag in the cost pass-through to customers, or if labor shortfalls (including insufficient staff to fully service customers) lead to inefficiencies. Moreover, consumer product firms could reduce spending on the company's services to protect profits if they cannot pass through continually increasing inflation to consumers. Center-of-store packaged food companies did just this several years back when their products were falling out of favor before the pandemic. This is not S&P's base case scenario however, since it assumes consumer product firms will be able to pass through most of the inflation because consumers are beginning to expect it and because cutting back on sales and marketing execution could hurt revenues. Also, an undisclosed portion of Advantage's revenues are commission-based, so inflation will positively affect the commission payment. S&P said, "We believe pandemic risk has subsided somewhat since the summer, though still is a risk factor that could lead to reduced demand for the demo business. Moreover, supply chain bottlenecks could lead to operational inefficiencies. "The stable outlook reflects our expectation that demand for Advantage's services will remain healthy as people continue to shop off premise, and consumer product firms gradually return to product demonstrations and sampling to market their products. We also assume Advantage will be able to stand up its workforce without significant disruption or profit degradation while maintaining adjusted leverage between 4x and 4.5x." S&P could lower the rating if adjusted leverage is sustained at or above 5x, which could occur if profit weakens meaningfully, potentially due to: -- An inability to attract and retain staff at sufficient levels to adequately serve its customers while passing along or otherwise offsetting most labor cost inflation. -- A decline in usage of outsourced sales and marketing agencies by consumer product firms, possibly to save money in the face of significantly higher input costs, or to improved perceived execution inefficiencies. -- Significant supply chain disruptions that lead to reduced demand for the demonstration and sampling business. -- A loss of multiple customers due to intensifying competition, possibly in an environment where center of store demand weakens considerably. S&P could also lower the rating if financial policy becomes more aggressive, most likely due to greater-than-expected acquisition activity or significant share buybacks. While unlikely over the next 12 months, S&P could raise the rating if: -- S&P adopts a more favorable view of the business risk. This could occur if it becomes more certain that consumer product firms will continue to use the company's services to execute their sales and marketing plans, particularly under a scenario where people increasingly return to pre-pandemic shopping behaviors and reduce off premise purchasing; or -- S&P believes the financial sponsors will relinquish control over the medium term and there is a commitment to sustain S&P Global Ratings-adjusted leverage below 4x. AGAPE WORLD: Seeks to Hire C. Scott Kirk as Bankruptcy Counsel -------------------------------------------------------------- Agape World, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ C. Scott Kirk, Attorney at Law, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. preparing all necessary pleadings, reports, plan of reorganization, disclosure statement and other documents necessary for the Debtor's reorganization; and b. performing all other necessary legal services in connection with the Debtor's reorganization including, but are not limited to, court appearances, settlement conferences, mediation, legal research, reorganization strategies, and direction and general strategy. The firm's services will be provided mainly by C. Scott Kirk, Esq., who will be paid at the rate of $300 per hour. Paralegal services will be billed at the rate of $100 per hour. The Debtor deposited the sum of $6,700 with the firm. Mr. Kirk disclosed in court filings that he and his firm neither represent nor hold any adverse interest to the Debtor and its bankruptcy estate. The firm can be reached through: C. Scott Kirk, Esq. C. Scott Kirk, Attorney at Law, PLLC 1025C Director Court Greenville, NC 27858 Phone: (252) 689-6249 Email: scott@csklawoffice.com About Agape World Agape World, Inc. filed a petition for Chapter 11 protection (Bankr. E.D. N.C. Case No. 21-02306) on Oct. 15, 2021, listing as much as $500,000 in both assets and liabilities. Judge David M. Warren oversees the case. C. Scott Kirk, Attorney at Law, PLLC serves as the Debtor's legal counsel. ALLIANT HOLDINGS: Moody's Rates New $450MM Unsecured Notes 'Caa2' ----------------------------------------------------------------- Moody's Investors Service has assigned a Caa2 rating to $450 million of eight-year senior unsecured notes being issued by Alliant Holdings Intermediate, LLC, a subsidiary of Alliant Holdings, L.P. (together will its subsidiaries, Alliant). The company is also issuing an incremental $475 million of senior secured notes (rated B2) due in October 2027. Alliant will use proceeds from this offering, together with proceeds of a previously announced offering, plus new and rollover common equity and cash on hand to repurchase equity, make acquisitions, and pay related fees and expenses. The rating outlook for Alliant is unchanged at stable. RATINGS RATIONALE Alliant's ratings reflect its leading position in several niche markets, steady organic revenue growth and strong operating margins, said Moody's. Alliant's emphasis on specialty programs, where the broker offers distinct value to both insurance buyers and insurance carriers, has been a successful strategy. Alliant has built its specialty and middle market insurance business by expanding through a mix of organic growth, lateral hires (seasoned producers, mostly with specialty books of business) and acquisitions. The company has reported strong revenue growth, healthy EBITDA margins, and good free-cash-flow-to-debt metrics. These strengths are offset by Alliant's high financial leverage, including the pending increase in borrowings to help fund the partial equity recapitalization, although Moody's expects the company to reduce its leverage relatively quickly following the transaction. Other credit challenges include contingent/legal risk related to lateral hires, integration risk related to acquisitions, and potential liabilities from errors and omissions, a risk inherent in professional services. Alliant's pro forma capital structure includes $600 million of preferred equity that could be subject to refinancing via debt in the future. Alliant's operating performance has improved over the past year, with revenue of $1.1 billion through the first half of 2021, up 36% versus the same period in 2020, reflecting strong organic revenue growth, the acquisition of Confie, which closed during the second quarter of 2021, and various tuck-in acquisitions. The company has also controlled its expenses effectively and expanded its EBITDA margin over this period. Giving effect to the partial recapitalization, Alliant will have pro forma debt-to-EBITDA of around 8x, (EBITDA - capex) interest coverage of about 2x, and free-cash-flow-to-debt in the mid-single digits, according to Moody's estimates. These pro forma metrics reflect Moody's accounting adjustments for operating leases, contingent earnout obligations, certain non-recurring and unusual items, and run-rate EBITDA from acquisitions. The rating agency views Alliant's leverage as aggressive for its rating category but expects the company to reduce leverage over the next several quarters consistent with past practices. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade of Alliant's ratings include: (i) debt-to-EBITDA ratio consistently below 7x, (ii) (EBITDA - capex) coverage of interest consistently exceeding 2x, and (iii) free-cash-flow-to-debt ratio exceeding 5%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 8x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has assigned the following rating: $450 million of eight year guaranteed senior unsecured notes at Caa2 (LGD5). Alliant Holdings Co-Issuer, Inc. is a co-issuer of the senior secured and unsecured notes. The rating outlook for Alliant is unchanged at stable. The principal methodology used in this rating was Insurance Brokers and Service Companies published in June 2018. Alliant, based in Newport Beach, California, is a specialty oriented insurance broker providing property & casualty and employee benefits products and services to middle-market clients across the US. The company generated revenue of $1.1 billion through the first six months of 2021. AQUESTIVE THERAPEUTICS: Lenders Agree to Provide Bridge Waiver -------------------------------------------------------------- Aquestive Therapeutics, Inc., a pharmaceutical company focused on developing and commercializing differentiated products that address patients' unmet needs and solve therapeutic problems, on Oct. 6 disclosed that it has reached an agreement with its lenders providing for a bridge waiver of the first principal payment due under its 12.5% Senior Secured Notes (the "Notes") in order to provide sufficient time for the parties to execute a definitive agreement to extend the time when the first principal payment is due under the Notes to March 30, 2023. Pursuant to the proposed amendment of the Notes, the amortization schedule under the Notes would be amended to provide for the date of the first principal payment to be made on March 30, 2023, while maintaining the current maturity date and interest payment obligations under the Notes (the "Definitive Agreement"). In consideration of this extension, upon the execution of the intended Definitive Agreement, Aquestive will agree to pay to the holders of the Notes an aggregate payment of $2.7 million payable in four equal quarterly installments beginning on March 30, 2022. The bridge waiver provided by the lenders resulted in the deferral of the first principal payment due under the Notes and expires upon the occurrence of the earlier to occur of the execution of the intended Definitive Agreement and December 31, 2021 or such later date consented to by the holders of the Notes. Keith Kendall, Chief Executive Officer of Aquestive, stated, "We appreciate and value the continued constructive support received from our lenders, as further evidenced by their prior agreement to extend until June 30, 2022 at the Company's option to access additional debt of $30 million under the Credit Facility upon FDA approval of our product candidate Libervant(TM) (diazepam) Buccal Film for U.S. market access. We believe the bridge waiver and proposed amendment terms agreed to by our lenders demonstrate the confidence of our stakeholders in our investment strategy and performance to date. We expect that the Definitive Agreement will be executed in the next few days. This amendment of our Credit Facility, our access to the additional $30 million of debt under the Credit Facility, strong operating results and appropriate ATM access will continue to provide the capital to meet our immediate needs including the potential launch of Libervant, if approved by the FDA for U.S. market access. We continue to believe that Libervant, our non-invasive and innovative PharmFilm(R) product candidate for refractory epilepsy, is well positioned to improve the quality of life for patients suffering from this disease with this first of its kind treatment option." About Libervant Libervant(TM) is a buccally, or inside of the cheek, administered soluble film formulation of diazepam, a benzodiazepine intended for rapid treatment of acute uncontrolled seizures in selected, refractory patients with epilepsy on stable regimens of AEDs who require intermittent use of diazepam to control bouts of increased seizure activity. Aquestive is developing Libervant as an alternative to Diastat (diazepam rectal gel), the current standard of care rescue therapy for patients with refractory epilepsy which, as a rectal gel, is invasive, inconvenient, and difficult to administer. As a result, a large portion of the patient population does not receive adequate treatment or foregoes treatment altogether. The Company believes that Libervant will enable a larger share of these patients to receive more appropriate treatment by providing consistent therapeutic dosing in a non-invasive and innovative treatment form for epileptic seizures. The U.S. Food and Drug Administration (FDA) has accepted for filing the resubmission of the New Drug Application (NDA) for Libervant and assigned a Prescription Drug User Fee Act ("PDUFA") target goal date of December 23, 2021. Based upon the Agency's guidance, the submission included additional statistical modeling and supporting analyses of the existing clinical data. The Company continues to believe that no additional clinical studies will be required for FDA approval of Libervant for U.S. market access. About Aquestive Therapeutics Aquestive Therapeutics (NASDAQ: AQST) is a pharmaceutical company that applies innovative technology to solve therapeutic problems and improve medicines for patients. The Company has commercialized one internally-developed proprietary product to date, Sympazan(R) (clobazam) oral film, has a commercial proprietary product pipeline focused on the treatment of diseases of the central nervous system, or CNS, and other unmet needs, and is developing orally administered complex molecules to provide alternatives to invasively administered standard of care therapies. The Company also collaborates with other pharmaceutical companies to bring new molecules to market using proprietary, best-in-class technologies, like PharmFilm(R), and has proven capabilities for drug development and commercialization. ASM GLOBAL: S&P Alters Outlook to Stable, Affirms 'B-' ICR ---------------------------------------------------------- S&P Global Ratings revised its outlook on Los Angeles-based venue-management company ASM Global Parent Inc. to stable from negative and affirmed all ratings, including its 'B-' issuer credit rating and 'B' issue level rating on the company's first lien credit facility. S&P said, "The stable outlook reflects our expectation that ASM will experience a recovery in its live events business and reduce leverage to the 7x-7.5x area. Additionally, our outlook incorporates our belief that ASM has moderated cash burn following the second quarter and our expectation that ASM will generate modest levels of free operating cash flow in 2022. "Our outlook revision to stable from negative for ASM Global reflects the expectation that ASM is poised for a recovery in its business over the next 12 months." ASM is poised for a recovery in event activity, attendance, revenue, and EBITDA, primarily for leisure-related events held in its arenas, stadiums, and theaters (AST) beginning in the second half of 2021 and continuing into 2022 as the global vaccination effort progresses and restrictions on public gatherings and live events are mostly lifted. S&P said, "We expect a recovery in leisure-related events to precede and outpace a recovery in corporate events and conferences over the next 12-24 months, with many companies continuing to use a hybrid work approach through most of 2021 and the level of recovery in live in-person conference events globally still somewhat uncertain. Since the start of the pandemic, a portion of events have been cancelled, however a majority of events have been postponed or rescheduled. As a result, we expect ASM to hold more leisure-related AST events in 2022 than in 2019, benefiting from the backlog of postponed events. Additionally, we believe there is significant pent-up demand for live entertainment, which will drive a strong recovery in attendance, despite lingering consumer apprehensions regarding large gatherings." Recovery, particularly in leisure-related AST events, will help the company grow its revenues and EBITDA, and moderate leverage which S&P expects will remain at elevated levels in 2022. S&P said, "We expect ASM to generate revenue in 2022 that is 5%-10% below 2019 levels pro forma for the AEG-SMG merger, despite the company's convention center business experiencing depressed revenues of about half of pre-pandemic levels, and the company generating less of the high-margin managed contract incentive fees as volumes recover. Nevertheless, we expect EBITDA margins to improve over the course of 2022 with overall S&P Global Ratings adjusted EBITDA margins for the year in the mid-20% area, which is line with margins achieved prior to the pandemic, benefiting somewhat from cost initiatives put in place during the pandemic. We expect ASM's leverage will remain very high in 2021 because of the significant disruption experienced in the first half of the year although its S&P Global Ratings-adjusted leverage will moderate, albeit still remain high in the 7x-7.5x area in 2022, supported by a recovery in leisure travel for the full year. "ASM's business exhibited greater volatility than our expectations over the last 18 months and the pandemic could continue to risk future volatility." ASM exhibited significant volatility in its earnings over the last 18 months due to operating disruptions from the pandemic and government-mandated shutdowns, which was a contrast from its prior history of stable profitability. While the pandemic was an extreme and rare event, it could continue to pose future risks and earnings volatility for ASM, albeit we expect at a smaller scale than that experienced in 2020 and the first half of 2021. S&P has revised its view of ASM's business risk to fair from satisfactory to reflect the potential for higher earnings volatility. S&P said, "The stable outlook reflects our expectation that ASM will reduce leverage to the 7x-7.5x area in 2022 following a recovery in the number of events held and the quality of attendance per event. The outlook also incorporates our expectation that ASM will begin to generate positive free operating cash flow in 2022. "We could raise the rating on ASM if the recovery in the company's live events improves or is sustained in such a way that we become confident that the company will maintain S&P Global Ratings-adjusted leverage of less than 7.5x, incorporating an expectation of some economic and business volatility. "We could lower the rating on ASM if we suspect the live events business will be unable to recover in 2022 and leverage is sustained above 8.5x or if we believe its capital structure is unsustainable. Additionally, we could lower the rating if we believe ASM will burn cash as a result of renewed disruption to its business and liquidity is insufficient to address business needs and near-term debt maturities." AVANTOR FUNDING: Moody's Rates New $800MM Sr. Unsecured Notes 'B2' ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to Avantor Funding, Inc. proposed senior unsecured notes for $800 million. There are no changes to Avantor's existing ratings including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba1 senior secured rating, B2 senior unsecured rating, and SGL-1 Speculative Grade Liquidity rating. The outlook remains stable. Proceeds of the offering together with a recent $900 million term loan add-on will be primarily used to finance the acquisition of Masterflex a manufacturer of peristatic instruments and single-uses fluid transfer technologies for bioproduction for $2.9 billion. While the acquisition will increase leverage, the recent issuance of roughly $1 billion of new Avantor equity will help limit the increase in leverage. Furthermore, Avantor's enjoys a track record of strong operating performance, including improved profitability and ample cash flow generation. As a result, Moody's expect Avantor to delever such that net debt/EBITDA will decline below 4 times by the end of 2022. Ratings assigned: Issuer: Avantor Funding, Inc. Senior Unsecured Notes due 2029, Assigned B2 (LGD5) RATINGS RATIONALE Avantor's Ba3 CFR is supported by the company's track record of delivering good revenue and earnings growth. It also reflects moderate financial leverage with adjusted debt/EBITDA of 4.4 times as of June 30, 2021. The rating is supported by the steady and largely recurring nature of around 85% of revenue, as well as high customer switching costs associated with the ultra-high purity materials business. It also reflects good scale with revenues of approximately $7.0 billion and good customer, geographic, and product diversification. Moody's expects Avantor will generate strong free cash flow over the next 12-18 months. Moody's expects leverage will rise to around 4.9 times by the end of 2021, pro forma for the closed acquisition of Ritter for roughly $1 billion and the pending Masterflex acquisition. Near term, the COVID-19 pandemic has presented opportunities to Avantor; the company has been involved in the production of both COVID-19 therapies and vaccines but also benefitted from increased demand for PPE and Diagnostic testing. Moody's expect this tailwind to continue in 2022, but it is likely to be temporary. Meanwhile, Avantor has also invested to meet growing demand in its bioproduction offering. This is supported by a moderate increase in capex geared towards strengthening Avantor's position as a key supplier for the biopharma industry. The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectation that Avantor's liquidity will remain very good over the next 12 to 18 months. Avantor's liquidity is supported by $223 million of cash as of June 30, 2021. Moody's estimates that Avantor will generate at least $800 million of free cash flow over the next 12 months, aided by working capital management and lower interest expense. External liquidity is supported by a $515 million senior secured revolving credit facility expiring in July 2025. Furthermore, the company has an accounts receivable securitization facility (unrated) that provides for borrowings of up to $300 million, which expires in March 2023. The stable outlook reflects Avantor's good track record of earnings growth and free cash flow generation. The stable outlook further reflects that pro forma for the Masterflex acquisition, Moody's expects pro forma adjusted debt to EBITDA to decline to below 5 times within 12-18 months of the close. Avantor faces some degree of environmental risk due to the handling of, manufacturing, use or sale of substances that are or could be classified as toxic or hazardous materials. From a governance standpoint, Avantor has adopted more conservative financial policies since its 2019 IPO, including a publicly stated debt/EBITDA target range of 2.0 - 4.0 times. However, Avantor is willing to temporarily increase its leverage over its target range to fulfill its external growth strategy. In 2021, the company has announced two large acquisitions for close to $4 billion. Leverage as calculated by the company is in the mid four times range on a pro-forma basis however the company has stated it will prioritize deleverage such that leverage will be below 4 times by the end of 2022. Regarding social risk, Avantor is exposed to both positive and negative social considerations. Moody's regards the coronavirus pandemic as a social risk under its ESG framework given the substantial implications for public health and safety. The pandemic has reduced demand for some of Avantor's products due to the temporary closure of some research facilities and lower demand from healthcare and industrial customers. However, the company has been involved in the production of COVID-19 therapies and vaccines and benefitted from increased demand for PPE and diagnostic testing, which has supported earnings growth in 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if Avantor further improves its scale and business line diversity while maintaining balanced financial policies. Specifically, debt to EBITDA sustained below 3.5 times would support an upgrade. The ratings could be downgraded if Avantor's operating performance deteriorates, or if it engages in large debt-funded acquisitions. A downgrade could also occur if debt to EBITDA is sustained above 5.0 times. The Ba1 senior secured rating is weakly positioned and further increases in secured debt without commensurate increases in junior capital could pressure the secured instrument rating. Avantor is a global provider of mission critical products and services to the life sciences and advanced technologies & applied materials industries. Headquartered in Pennsylvania, the company generates revenue of approximately $7.0 billion annually. The principal methodology used in this rating was Distribution & Supply Chain Services Industry published in June 2018. BACK TO LIFE: Seeks to Tap Hazzouri Accounting & Tax as Accountant ------------------------------------------------------------------ Back to Life Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Hazzouri Accounting & Tax, Inc. as its accountant. Hazzouri will assist the Debtor in assessing its current and future financial situation and in preparing tax returns, projections and monthly reports. Hazzouri requires an initial retainer of $1,000. The hourly rates of Hazzouri's professionals are as follows: Certified public accountant $175 Accountant $100 Bookkeeper $50 Khaled Hazzouri, CPA, shareholder and president of Hazzouri Accounting & Tax, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Khaled A. Hazzouri, CPA Hazzouri Accounting & Tax, Inc. 2200 N. Canton Center Rd., Suite 170 Canton, MI 48187 Telephone: (734) 844-1614 Facsimile: (734) 667-5661 Email: kh@hazcpa.com About Back to Life Properties Back to Life Properties, Inc. filed a petition for Chapter 11 protection (Bankr. E.D. Mich. Case No. 21-46901) on Aug. 24, 2021, listing as much as $500,000 in both assets and liabilities. Kenneth Loggins, president, signed the petition. Judge Thomas J. Tucker oversees the case. The Debtor tapped Frank & Frank, PLLC as legal counsel and Hazzouri Accounting & Tax, Inc. as accountant. BILL STARKS: Wins Cash Collateral Access on Final Basis ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Abilene Division, has authorized Bill Starks Construction Co., Inc. to continue using Cash Collateral in accordance with the First Order and August 2021 budget on a final basis. The Court says the order is without prejudice to the rights of First National Bank and Trust Company of Weatherford, which asserts an interest in the Debtor's cash collateral, or the Debtor as to any further order regarding the use of Cash Collateral. A copy of the order is available at https://bit.ly/3AZ11O8 from PacerMonitor.com. About Bill Starks Construction Co., Inc. Bill Starks Construction Co., Inc. operates in the utility system construction industry. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-10081) on June 9, 2021. In the petition signed by William Starks, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert L. Jones oversees the case. Weldon L. Moore, III, Esq., at Sussman and Moore, LLP is the Debtor's counsel. First National Bank and Trust Company of Weatherford, as lender, is represented by: Thomas W. Choate, Esq. Choate Law Firm, PLLC P.O. Box 206 Abilene TX 79604 Tel: (325) 672-5070 E-mail: tomchoate@choatelawoffice.com BL SANTA FE: Bishop's Lodge Cleared for Juniper Takeover -------------------------------------------------------- Becky Yerak of The Wall Street Journal reports that the Bishop's Lodge hotel in Santa Fe, N.M., won approval to hand itself over to Juniper Investment Advisors LLC, defeating a minority investor who argued the luxury property didn't do enough to market itself. Judge Mary Walrath of the U.S. Bankruptcy Court in Wilmington, Del., approved the resort's bankruptcy plan, allowing a Juniper affiliate to assume 100% control in return for more than $30 million in debt forgiveness. About BL Santa Fe BL Santa Fe, LLC, and BL Santa Fe (MEZZ), LLC own and operate a luxury resort known as Bishop's Lodge located at 1297 Bishops Lodge Road, Santa Fe, New Mexico 87506, approximately three miles north of historic Downtown Santa Fe. The Debtors filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 21-11190) on August 30, 2021. The Hon. Mary F. Walrath oversees the case. In the petition signed by Michael Norvet as authorized person, the Debtor disclosed $50 million to $100 million in assets and liabilities. Young Conaway Stargatt & Taylor, LLP represents the Debtors as counsel. Stretto serves as the Debtors' claims and noticing agent. BLACK & GOLD: Seeks to Hire Calaiaro Valencik as Legal Counsel -------------------------------------------------------------- Black & Gold Beer Warehouse, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Calaiaro Valencik as its legal counsel. The firm will render these legal services: (a) prepare the bankruptcy petition and attend at the first meeting of creditors; (b) represent the Debtor in relation to the acceptance or rejection of executory contracts; (c) advise the Debtor regarding possible preference, fraudulent transfer, or other Chapter 5 actions; (d) advise the Debtor with regard to its rights and obligations during the Chapter 11 reorganization; (e) represent the Debtor to any motions or contested matters that may be filed; (f) prepare the plan of reorganization and disclosure statement; (g) prepare any objections to claims; and (h) otherwise, represent the Debtor in general. The hourly rates of principal attorneys and paralegals designated to represent the Debtor are as follows: Donald R. Calaiaro $395 David Z. Valencik $350 Mark B. Peduto $300 Andrew K. Pratt $300 Paralegal $100 The Debtor and Calaiaro Valencik agreed to a general retainer of $7,502 in addition to the filing fee of $1,738. Donald Calaiaro, Esq., an attorney at Calaiaro Valencik, disclosed in a court filing that the firm and its members do not represent interest adverse to the Debtor's estate. The firm can be reached through: Donald R. Calaiaro, Esq. Calaiaro Valencik 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Telephone: (412) 232-0930 Email: dcalaiaro@c-vlaw.com About Black & Gold Beer Warehouse Black & Gold Beer Warehouse, LLC filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Pa. Case No. 21-22261) on Oct. 15, 2021, listing up to $50,000 in assets and up to $1 million in liabilities. Calaiaro Valencik serves as the Debtor's counsel. BOLT DIESEL: Seeks to Hire The Lane Law Firm as Bankruptcy Counsel ------------------------------------------------------------------ Bolt Diesel Services Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire The Lane Law Firm, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) assisting the Debtor in the administration of its bankruptcy case; (b) assisting the Debtor in analyzing its assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; (c) attending meetings and negotiating with representatives of secured creditors; (d) assisting the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement; (e) taking all necessary action to protect and preserve the interests of the Debtor; (f) appearing, as appropriate, before the bankruptcy court, the appellate courts and other courts in which matters may be heard; and (g) performing all other necessary legal services. The firm's hourly rates are as follows: Robert C. Lane, Esq. $525 per hour Senior Associates $425 per hour Associate Attorneys $350 - $400 per hour Paralegals/Legal Assistants $125 - $175 per hour Lane Law Firm received payments from the Debtor in the total amount of $21,250. Robert Lane, 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: Robert C. Lane, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, Texas 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com About Bolt Diesel Services Inc. Bolt Diesel Services Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-70150) on Oct. 8, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Judge Tony M. Davis presides over the case. Robert Chamless Lane, Esq., at The Lane Law Firm, PLLC serves as the Debtor's legal counsel. BOY SCOUTS: Stevens, et al., Not Satisfied With Proposed Settlement ------------------------------------------------------------------- Jay Bir of Kark.com reports that as part of the Boy Scouts of America Chapter 11 bankruptcy filing, the organization is offering a $1.8 billion settlement to the roughly 82,000 claims that have been filed against them for sexual abuse. William Stevens was a Boy Scout in the 70s and 80s and alleges he suffered sexual abuse while part of the Scouts. He feels they should be hit harder. "The sum that the Boy Scouts are proposing is a fraction of what they should pay. It lets them and other off the hook for billions in damages for all the abuse and cover-up they've allowed to happen," Stevens said. Josh Gillispie is representing Stevens and several others in this case and said the 1.8 billion number would be fine if that was everything. "If that were all the money that was available that would be one thing but it's not and that's the problem here," Gillsipie explained. The Council responsible for the Central Arkansas area is the Quapaw Area Council. It is contributing $4.6 million to that $1.8 billion figure. That represents about a third of their unrestricted assets. Gillispie says normally in bankruptcy cases those filing are not talking about those types of assets. Gillispie said he wants all of those at the very least for victims in this case. "Every dime of its unrestricted assets. Let them have enough to keep the lights on and the doors open," Gillispie said. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BRAINY APPS: Seeks to Hire Van Horn Law Group as Bankruptcy Counsel ------------------------------------------------------------------- Brainy Apps, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Van Horn Law Group, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor regarding its powers and duties and the continued management of its business operations; (b) advising the Debtor regarding its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; (c) preparing legal documents; (d) protecting the Debtor's interest in all matters pending before the bankruptcy court; and (e) representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm's hourly rates range from $150 to $450 for law clerks, paralegals and attorneys. The normal rate charged by Chad Van Horn, Esq., a partner at Van Horn Law Group, is $450 per hour but the attorney has agreed to lower it to $350 per hour. The firm received a retainer in the amount of $5,000, plus $1,738 for the filing fee cost. In addition, Van Horn Law Group will seek reimbursement for expenses incurred. Mr. Van Horn disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Chad T. Van Horn, Esq. Van Horn Law Group, PA 330 N. Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Email: Chad@cvhlwgroup.com About Brainy Apps LLC Brainy Apps, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-19692) on Oct. 7, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Judge Laurel M. Isicoff presides over the case. Chad Van Horn, Esq., at Van Horn Law Group, P.A. represents the Debtor as legal counsel. BRAZOS ELECTRIC: Bankruptcy Court to Hear Storm Bills Challenge --------------------------------------------------------------- Soma Biswas of The Wall Street Journal reports that a bankruptcy judge agreed to take up a challenge by Brazos Electric Power Cooperative Inc. seeking to reduce the nearly $1.9 billion it was billed by Texas' power-grid operator during a freak winter storm in February, sweeping aside opposition by state power regulators. Judge David Jones of the U.S. Bankruptcy Court in Houston said he would consider the dispute, which pits the largest power cooperative in the state against the grid operator, the Electric Reliability Council of Texas, or Ercot. About Brazos Electric Power Cooperative Brazos Electric Power Cooperative Inc. is a 3,994-megawatt transmission and generation cooperative which members' service territory covers 68 counties from the Texas Panhandle to Houston. It was organized in 1941 and the first cooperative formed in the Lone Star state with the primary intent of generating and supplying electrical power. At present, Brazos Electric is the largest generation and transmission cooperative in the state and is the wholesale power supplier for its 16 member-owner distribution cooperatives and one municipal system. Before the severe cold weather that blanketed Texas with sub-freezing temperatures February 2021, Brazos Electric was in all respects a financially robust, stable company with a strong "A" to "A+" credit rating. But Brazos Electric Power Cooperative ended up in Chapter 11 bankruptcy in Texas after racking up an estimated $2.1 billion in charges from Electric Reliability Council of Texas (ERCOT) over seven days of the freeze. Brazos Electric filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725) on March 1, 2021. At the time of the filing, the Debtor disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the case. The Debtor tapped Norton Rose Fulbright US, LLP and O'Melveny & Myers LLP as bankruptcy counsel; Foley & Lardner LLP and Eversheds Sutherland US LLP as special counsel; Collet & Associates LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. Ted B. Lyon & Associates, The Gallagher Law Firm, West & Associates LLP, Butch Boyd Law Firm and Boyd Smith Law Firm, PLLC serve as special litigation counsel and McKool Smith PC serves as special conflicts counsel. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtor's case on March 15, 2021. The committee is represented by the law firms of Porter Hedges, LLP and Kramer, Levin, Naftalis & Frankel, LLP. FTI Consulting, Inc. and Lazard Freres & Co. LLC serve as the committee's financial advisor and investment banker, respectively. BROSTER JD: Seeks to Hire Morgan & Morgan as Special Counsel ------------------------------------------------------------ Broster JD, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Morgan & Morgan, P.A. as its special counsel. The Debtor needs the services of a special counsel to prosecute its insurance claim in the state court case styled Hunter Vision, LLC v. Amguard Insurance Company, Case No. 2021-CA-003286-O, pending in the Ninth Judicial Circuit in Orange County, Fla. The Debtor has agreed to pay Morgan & Morgan the following fees from the total gross recovery: a. 33.33 percent of any recovery up to $1 million prior to filing suit and after suit is filed but before an answer is filed or demand for arbitration is made, or the expiration of the time period provided for such action; b. 40 percent of any recovery up to $1 million after answer is filed or demand for arbitration is made; c. 30 percent of any recovery between $1 and $2 million; d. 20 percent of any recovery in excess of $2 million; e. If all defendants admit liability at the time of filing their answers and request a trial only on damages; i. 33.33 percent of any recovery up to $1 million; plus ii. 20 percent of any portion of the recovery between $1 million and $2 million; plus iii. 15 percent of any portion of the recovery exceeding $2 million. f. An additional 5 percent of the total gross recovery received any time after the beginning of any appellate proceeding, regardless of the result, duration, or legal work involved in the appellate proceeding or whatever is awarded by the court, whatever is greater. g. In the event that your claim, or any portion thereof, is brought against a defendant whose liability is governed pursuant to the Federal Tort Claims Act, 28 US.C.A. 1346, attorneys' fees are limite4d to 25 percent of the total gross recovery as to those defendants; and h. In the event that the claim is brought against a defendant whose liability is governed pursuant to Florida Statutes Sec. 768.28, attorneys' fees are limited to 25 percent of the total gross recovery as to those defendants. As disclosed in court filings, Morgan & Morgan does not represent interests adverse to the Debtor in the matters upon which the firm is to be employed. The firm can be reached through: David A. Spain, Esq. Morgan & Morgan, P.A. 20 N. Orange Avenue, 4th Floor Orlando, FL 32801 Phone: (407) 420-6928 Fax: (407) 245-3353 Email: DSpain@forthepeople.com About Broster JD LLC Broster JD LLC, a Maitland, Fla.-based company that conducts business under the name Hunter Vision, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-03801) on Aug. 20, 2021, listing as much as $10 million in both assets and liabilities. Judge Karen S. Jennemann oversees the case. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP and Morgan & Morgan, P.A. serve as the Debtor's bankruptcy counsel and special counsel, respectively. CALIFORNIA RESOURCES: S&P Upgrades ICR to 'B+', Outlook Stable -------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on Santa Clarita, Calif.-based oil and gas exploration and production (E&P) company California Resources Corp. (CRC) to 'B+' from 'B' and its issue-level rating on its unsecured debt to 'BB-' from 'B+'. The recovery rating remains '2', reflecting its expectation of substantial (70%-90%; rounded estimate: 85%) recovery in the event of a payment default. S&P said, "The stable outlook reflects our expectation that CRC's production will be relatively flat while funds from operations (FFO) to debt remains above 45% for the next 12 months. We also anticipate substantial excess free cash flow generated over the same time frame will primarily be used for shareholder returns and carbon-management initiatives. "We expect significantly stronger financial metrics and relatively stable production in the next 12-24 months. "Based on our latest oil and gas price assumptions, we expect much improved financial leverage, including average FFO to debt well above 45% and debt to EBITDA of about 1.5x. Given CRC's liquids-focused production mix and exposure to premium Brent crude oil pricing, we anticipate it will generate strong free operating cash flow (FOCF) of several hundred million dollars in the next 12-24 months despite its higher cost structure. We also believe production will remain relatively stable at about 100,000 barrels of oil equivalent per day (boe/d) over the same time frame , with increased cash flow providing more opportunities for growth capital allocation as well as the company's prioritization of carbon-management projects and potential shareholder returns. We note that production increased sequentially during the second quarter of 2021, however, CRC has yet to establish an extended operating track record following its emergence from bankruptcy in October 2020." CRC has maintained a conservative balance sheet since its reorganization last year. The company has not issued any new debt since its $600 million 2026 unsecured notes offering at the beginning of 2021, and its $492 million revolving credit facility is undrawn. At the end of the second quarter, CRC also had more than $150 million of cash on hand--providing more than $500 million of total liquidity (net of letters of credit). Furthermore, the company has hedged more than 50% of its 2022 oil production, which should support our cash flow forecast. S&P said, "Although we expect increasing shareholder returns in 2022, we believe they would be funded with internally generated FOCF – which will likely be divided between distributions and carbon-storage and renewable-energy projects as CRC looks to respond to regulatory pressures such as California's reduced emissions targets." CRC's exposure to regulatory risk remains high relative to E&P peers. S&P said, "We apply a one-notch negative peer comparison modifier to CRC's anchor, primarily to reflect its concentration in California, where the regulatory environment is less supportive for the oil industry. Earlier this year, California's governor announced a mandate to ban new fracking permits by 2024 and is exploring pathways to end oil and gas extraction by 2045, including strategies to reduce fossil fuel demand and supply. Although the impact from a ban on fracking would likely be negligible since CRC does not rely on well-stimulation techniques, the state's operating environment for oil and gas producers remains highly uncertain. "The stable outlook reflects our expectation that CRC's production will be relatively flat while FFO to debt remains above 45% for the next 12 months. We also anticipate substantial excess free cash flow generated over the same time frame will primarily be used for shareholder returns and carbon-management initiatives." S&P could lower the rating if: -- FFO to debt approaches 30% without near-term remediation; or -- Production meaningfully declines for an extended period. This scenario would most likely occur if CRC were overly aggressive in increasing capital spending or shareholder returns or if Brent prices decline below $50 per barrel (bbl) for a sustained period. S&P could raise its rating if CRC: -- Significantly diversifies outside of California; and -- Maintains FFO to debt well above 30%. CATAMOUNT OILFIELD: Bidding for Pipe Inventory Ends on Oct. 27 -------------------------------------------------------------- Bidding is underway in the timed online auction of more than 300,000 feet of line pipe formerly owned by Fort Morgan, Colorado-based Catamount Oilfield Services, announced Tiger Group and Liquidity Services. The auction is the latest offering by the two companies, which in 2016 formed a strategic partnership -- Tiger Liquidity Services Energy Partners -- focused on directly assisting those seeking to sell surplus oil-and-gas assets. "At a time when oil prices and demand are back on the upswing, this online auction represents a strong opportunity for companies to restock their inventories," said Chad Farrell, Managing Director, Tiger Commercial & Industrial. "In addition to the strong value inherent to a bankruptcy liquidation, the inventory in this sale has high utility, given the wide array of available sizes and grades." Catamount's entire pipe inventory, housed at sites in Colorado, Wyoming and Texas, is available in the timed online auction. The inventory includes: * More than 200,000 feet of casing in sizes ranging from 4-1/2" to 13-3/8" and grades from J-55 to Q-125 * More than 100,000 feet of tubing in sizes ranging from 2-3/8" to 2-7/8" and grades from J-55 to P-110 Catamount Oilfield Services, Inc. (COS) filed in the U.S. Bankruptcy Court in the District of Colorado. The company was known for offering a full line of API tubing, casing, and line pipe. Bidding closes at 3:00 p.m. (MT) on Wed., Oct. 27. All bidders must register in advance at https://www.allsurplus.com/account/register The inventory is available for inspection at the Colorado and Wyoming sites from 8:00 a.m. to 2:00 p.m. (MT) and in Texas from 8:00 a.m. to 2:00 p.m. (CT). For full details on the offering visit, https://www.allsurplus.com/events/23389 CHANNEL CLARITY: Has Cash Collateral Access Through Dec. 3 ---------------------------------------------------------- Judge Lashonda A. Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Channel Clarity Holdings, LLC to use cash collateral to pay for post-petition expenses to third parties during the period from October 14 through December 3, 2021, to the extent set forth in the budget, plus a 10% variance. The budget provided for these weekly disbursements: $44,323 for the week beginning October 17, 2021; $8,818 for the week beginning October 24, 2021; $63,879 for the week beginning October 31, 2021; $304 for the week beginning November 7, 2021; $66,178 for the week beginning November 14, 2021; $4,818 for the week beginning November 21, 2021; $88,879 for the week beginning November 28, 2021; $304 for the week beginning December 5, 2021; $57,985 for the week beginning December 12, 2021; $4,818 for the week beginning December 19, 2021; $88,879 for the week beginning December 26, 2021; $4,304 for the week beginning January 2, 2022; $22,461 for the week beginning January 9, 2022; $39,342 for the week beginning January 16, 2022; and $64,879 for the week beginning January 23, 2022. In return for such use, Brock Flagstad and Kasey Klaas are granted replacement liens to the extent of their prepetition liens, with any valid liens attaching to the collateral and its proceeds until further order of the Court. The Debtor is also authorized to make payments to Oxford Media of up to $30,000, as set forth in the budget. A copy of the order is available for free at https://bit.ly/3FX9p4r from PacerMonitor.com. The Court will conduct a final hearing on the Motion on December 2, 2021 at 11:30 a.m. About Channel Clarity Holdings Chicago-based Channel Clarity Holdings, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-07972) on June 30, 2021. Brock Flagstad, managing member, signed the petition. At the time of the filing, the Debtor disclosed $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Lashonda A. Hunt oversees the case. Crane, Simon, Clar & Goodman represents the Debtor as legal counsel. CNT HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based online contacts retailer CNT Holdings I Corp. to stable from negative and affirmed all its ratings, including the 'B' issuer credit rating. S&P said, "The stable outlook reflects our expectation for improving credit measures over the next 12 months with leverage declining to around 7x for 2021 and free operating cash flow generation between $70 million and $75 million. "The stable outlook reflects our expectation for revenue growth and EBITDA expansion, which supports improved credit metrics. We expect the company's operating performance will continue to improve over the next 12 months, driven by new customer growth, cost-management measures, and initiatives to improve customer experience. We forecast these improvements will result in CNT's leverage declining to around 7x in 2021 and further deleveraging to around 6x in 2022. In addition, we believe CNT's asset-lite business model should support good free cash flow generation to service debt obligations. We forecast low capital expenditure requirements as well as minimal working capital needs, resulting in free operating cash flow (FOCF) of about $70 million to $75 million in 2021." The pandemic accelerated the shift to online purchases in the industry and CNT is positioned well to benefit. CNT benefited from its position as an online retailer during the pandemic, which minimized the disruption to operations as consumers sought online solutions for optical care and contact lens purchases while competitors' closed stores temporarily. As a result, CNT has performed well through the pandemic with sales growth of roughly 20% in fiscal year (FY) 2020. CNT's good performance has continued into 2021 with sales increasing 13% in the first half of the year. The strong growth in sales is driven by new customer acquisition, further boosted by the company's subscription-like model, which results in recurring revenue. S&P forecasts continued revenue growth in FY 2021 of 13% to 15%. S&P said, "We forecast S&P Global Ratings-adjusted EBITDA margin improving to the 15%-16% area during the next 12 months. We forecast improvement in margins in 2021 driven by lower legal expense following the company's lawsuit settlement in 2020 that compressed margins in the past. We also expect the company to return to lower levels of advertising after increasing advertising during the pandemic. "We expect the company to further improve profitability as it expands its business with recent acquisitions such as Ditto Technologies Inc. a virtual eyewear technology. While we believe this acquisition will be beneficial over the long term, Ditto will not materially contribute to the company's revenue over the next 12 months and does not significantly affect CNT's competitive position. "The stable outlook reflects our expectation for improving credit measures over the next 12 months with leverage declining to around 7x for 2021 and free operating cash flow generation between $70 million and $75 million." S&P could lower its rating on CNT if: -- The company adopts a more aggressive financial policy leading to adjusted debt to EBITDA sustained above 7x; or -- Heightened competition in the industry reduces the company's niche position, leading to top-line pressures and margin compression. While unlikely, S&P could raise its rating on CNT within the next year or so if: -- Adjusted debt to EBIDA is sustained below 5x. In such a scenario, the company would have to adopt a less-aggressive financial policy that leads S&P to believe the risk of a leveraging event is minimal, likely requiring a material ownership reduction by the financial sponsors; or -- CNT expands its market presence substantially, leading S&P to favorably reassess our view of its competitive positioning. CONWAY COURT 1: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Conway Court 1 LLC 129 Lexington Road Lincoln, MA 01773 Business Description: Conway Court 1 LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 21, 2021 Court: United States Bankruptcy Court District of Massachusetts Case No.: 21-11533 Judge: Hon. Frank J. Bailey Debtor's Counsel: Michael Van Dam, Esq. VAN DAM LAW LLP 233 Needham Street Suite 540 Newton, MA 02464 Tel: 617-969-2900 Fax: 617-964-4631 Email: mvandam@vandamlawllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Lou Makrigiannis as manager. 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/3FR3P3Q/Conway_Court_1_LLC__mabke-21-11533__0001.0.pdf?mcid=tGE4TAMA CONWAY COURT 4: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Conway Court 4 LLC 129 Lexington Road Lincoln, MA 01773 Business Description: Conway Court 4 LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 21, 2021 Court: United States Bankruptcy Court District of Massachusetts Case No.: 21-11536 Judge: Hon. Frank J. Bailey Debtor's Counsel: Michael Van Dam, Esq. VAN DAM LAW LLP 233 Needham Street Suite 540 Newton, MA 02464 Tel: 617-969-2900 Fax: 617-964-4631 Email: mvandam@vandamlawllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Lou Makrigiannis as authorized representative. 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/3YI4F4Y/Conway_Court_4_LLC__mabke-21-11536__0001.0.pdf?mcid=tGE4TAMA DAVE & BUSTER'S: Moody's Hikes CFR to B2 & Sr. Secured Notes to B1 ------------------------------------------------------------------ Moody's Investors Service upgraded Dave & Buster's, Inc.'s ratings including its corporate family rating to B2 from Caa1, its probability of default rating to B3-PD from Caa1-PD, its senior secured rating to B1 from Caa1 and its speculative grade liquidity rating to SGL-1 from SGL-3. The outlook is stable. "The upgrades reflect Dave & Buster's strong earnings recovery in the second quarter of 2021, driven in part by pent-up consumer demand and expense deleveraging, and Moody's expectation that these solid operating performance trends will continue in the second half of the year leading to leverage of approximately 4.0x," stated Pete Trombetta, Moody's VP-Senior Analyst. Dave & Buster's improving leverage also includes a voluntary $55 million repayment of its senior secured notes due 2025. Upgrades: Issuer: Dave & Buster's, Inc. Corporate Family Rating, Upgraded to B2 from Caa1 Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-3 Gtd Senior Secured 1st Lien Global Notes, Upgraded to B1(LGD2) from Caa1 (LGD3) Outlook Actions: Issuer: Dave & Buster's, Inc. Outlook, Remains Stable RATINGS RATIONALE Dave & Buster's credit profile is supported by its aforementioned improved debt/EBITDA and its good interest coverage -- Moody's forecasts EBIT/interest expense of about 2.0x at the end of 2021. Positive consideration is also given to the company's very good liquidity, leading position in the niche combined food & entertainment industry, strong brand recognition, and diverse geographic footprint. The company's credit profile is constrained by the wage inflation and supply chain pressures the industry is currently facing, the highly capital intensive nature of its business model that constrains free cash flow generation, its exposure to trends in discretionary consumer spending, and the company's somewhat limited scale in terms of the number of system wide units and scope. The stable outlook reflects Moody's expectation for continued solid operating performance and very good liquidity over the next 12-18 months. The SGL-1 reflects Dave & Buster's very good liquidity including modest cash balances and good availability under its $500 million revolving credit facility which expires in August 2024. As of August 1, 2021 Dave & Buster's had about $108 million of cash and $340 million available under its revolver after considering its $150 minimum liquidity covenant and letters of credit. Beginning in the company's first quarter ended April 2022, the revolver's minimum liquidity covenant falls way and leverage and coverage financial maintenance covenants will begin to be tested. Moody's expects the company to maintain adequate cushion with respect to these covenants over the next 12-18 months. The B1 rating on Dave & Buster's senior secured notes, one notch above the corporate family rating, reflects the mix of senior secured debt in the company's capital structure relative to the more junior unsecured lease rejection claims and accounts payable. It also reflects the use of a 65% family recovery rate given the expectation for a higher than average recovery due to the all first lien secured bank capital structure and the reinstatement of financial maintenance covenants in the first quarter of 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Dave & Buster's is able to successfully navigate the current wage pressures and cost inflation such that operating performance remains steady and debt/EBITDA is maintained around 5.0x and EBITA/interest coverage remains around 2.0x. Ratings could be downgraded if operating performance or liquidity were to weaken. Quantitatively, ratings could be downgraded if debt/EBITDA was sustained above 6.0x or EBITA/interest approached 1.25x. Headquartered in Dallas, Texas, Dave & Buster's, Inc. is a leading operator of large format, high volume specialty restaurant-entertainment complexes. As of August 1, 2021, the company owned 142 stores in 40 states, Puerto Rico and Canada. Revenue for the last 12-month period ended August 1, 2021 was about $869 million. Dave & Buster's is listed on the NASDAQ exchange under "PLAY". The principal methodology used in these ratings was Restaurants published in August 2021. DIVERSIFIED FRANCHISE: Seeks to Hire Wilde & Associates as Counsel ------------------------------------------------------------------ Diversified Franchise Group, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Wilde & Associates, LLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor of its rights and obligations during the pendency of its bankruptcy case; (b) attending meetings and negotiations with other parties-in-interest; (c) taking the necessary actions to protect and preserve the Debtor's estate, including the prosecution and defense of all actions, negotiations concerning the reorganizational efforts of the Debtor, and potential objection to claims filed against the estate; (d) negotiating and preparing a disclosure statement and plan of reorganization; (e) appearing before the court; (f) assisting the Debtor in developing strategies to further its reorganizational efforts; (g) preparing legal papers; and (h) providing all other necessary legal services. The firm's hourly rates are as follows: Gregory L. Wilde, Esq. $350 per hour Associate attorney $275 per hour Paralegal/Law clerk $125 per hour Gregory Wilde, 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: Gregory L. Wilde, Esq. Wilde & Associates, LLC 7473 W. Lake Mead Blvd., Suite 100 Las Vegas, NV 89128 Tel: (702) 562-1202 Email: greg@wildelawyers.com About Diversified Franchise Group Inc. Diversified Franchise Group, Inc. filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 21-13666) on July 23, 2021, listing up to $100,000 in assets and up to $1 million in liabilities. Judge Natalie M. Cox oversees the case. Gregory L. Wilde, Esq., at Wilde & Associates, LLC represents the Debtor as legal counsel. EAST WEST AVL: Has Interim OK to Use Cash Collateral Thru Nov 18 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina has authorized East West AVL Dev, LLC to use cash collateral in the ordinary course of its business for expenses provided for in the budget, through 11:59 p.m. on November 18, 2021. Pantheon Capital Advisors, Inc. is granted a valid, enforceable, perfected and continuing security interests in and lien on all postpetition assets of the Debtor, of the same character and type, to the same extent and validity, as the liens and encumbrances attaching to the Debtor's assets prepetition. As further adequate protection to Pantheon, the Debtor will make adequate protection payments to Pantheon for $1,250, applicable to the debt associated with Pantheon's first secured claim, and $800 to be applied to the debt associated with Pantheon's second secured claim. The initial payment was due by 5 p.m. on September 30. Subsequent payments are due on the last business day of each month thereafter. The Debtor will also escrow into its DIP account or prepay funds for ad valorem taxes. A final hearing on the use of cash collateral is scheduled for November 17 at 9:30 a.m., in the United States Bankruptcy Court, at 100 Otis Street, Asheville, NC 28801-2611. A copy of the second interim order and the Debtor's budget is available for free at https://bit.ly/3DVLctv from PacerMonitor.com. The budget provided for total expenses of $3,670 for October 2021 and $2,410 for November 2021. About East West AVL Dev East West AVL Dev, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case 21-10134) on July 6, 2021, listing $100,001 to $500,000 in both assets and liabilities. Judge George R. Hodges oversees the case. Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP, serves as the Debtor's legal counsel. Michael Martinez was appointed as the Debtor's Subchapter V Trustee. FLORIDA HOMESITE: Dec. 8 Hearing on Disclosure Statement -------------------------------------------------------- Judge Mindy A. Mora has set a hearing to consider approval of the Disclosure Statement explaining the Plan of Florida Homesite Developers LLC for Dec. 8, 2021 at 1:30 p.m. The hearing will take place solely by video conference via Zoom for Government. The last day for filing and serving objections to the disclosure statement will be on December 1, 2021. About Florida Homesite Developers Florida Homesite Developers, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-14081) on April 28, 2021. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. Susan D. Lasky, Esq., at Sue Lasky, PA, is the Debtor's legal counsel. FR REFUEL: S&P Assigns 'B-' Rating, Outlook Stable -------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to FR Refuel LLC. At the same time, S&P assigned its 'B' issue-level rating and '2' recovery rating to the proposed secured credit facility. The stable outlook reflects S&P's expectations that consistent performance will support a modest improvement in credit metrics over the next 12 months. S&P said, "Our ratings reflect FR Refuel's position as a small regional convenience store (c-store) operator in a highly competitive and fragmented industry. FR Refuel's participates in the intensively competitive c-store industry and it operates with a relatively small (compared with rated peers) regional presence in the Southern U.S. The company operates around 170 c-stores in the Carolinas, Texas, Arkansas, and Mississippi. Although its stores have modest geographic diversity, FR Refuel has limited scale compared with larger industry peers, some with store fleets of 1,000 or more. We think the company will continue to expand its operations at a modest pace over the next few years through new builds and acquisitions. We believe FR Refuel's stores offer consumers a somewhat differentiated experience with brand-name petroleum products while inside the store products focus on competitively priced merchandise and differentiated food services. Moreover, several stores provide other products and services including quick service restaurants and car washes. "We expect the company to maintain relatively high albeit stable financial leverage, a key aspect to our rating. Our view of FR Refuel considers the company's financial policy shaped by, in our opinion, both the aggressive acquisition strategy and the presence of the equity sponsor. The company has grown significantly since it was formed in 2019, through organic store openings and acquisitions around its core markets. The store count grew to more than 170 this year from 31 in 2019, with growth funded primarily via balance sheet debt and equity contributions from First Reserve. We expect this strategy to continue, noting the recent purchase of Alco and Buck's c-store operations. These acquisitions added nearly 40 stores to the company's fleet and FR Refuel is partially funding these transactions with the planned secured credit facility. We believe the company's acquisitive nature adds operational and integration risks. "The private-equity ownership of the company increases the risk that leverage will remain elevated for the foreseeable future, either through debt-funded shareholder remuneration or acquisitions. That said, we believe FR Refuel will likely use excess cash flow for growth investment for the next couple of years. This includes meaningful capital expenditures of about $60 million this year and around $40 million in 2022. We believe the higher levels of capital investment over the next 12 months will leave little to no free operating cash over this time frame. We project the company will likely generate modest levels of free cash flow in later years. "We expect FR Refuel's merchandise sales and fuel volumes to increase with support from economic growth and increasing consumer mobility. For the first six months of 2021, the company experienced significant growth in sales and gross profit. This includes fuel sales that more than doubled, inside sales that increased more than 70%, and gross profit that increased a similar amount. The meaningful performance growth is attributable to improved performance this year following the economic shutdowns in 2020, new stores, and company initiatives around product and brand enhancement. Moreover, we think an increase in both overall economic growth and greater consumer mobility will likely result in greater fuel volumes and sales for FR Refuel over the next 12 months. "We also believe store growth and acquisitions will help boost overall fuel volumes, offsetting greater fuel efficiency vehicles and regulatory actions that could affect petroleum products. We see the sustained demand levels also leading to consistent fuel margins per gallon sold. Overall, we project fuel volumes (both retail and wholesale) to increase modestly on a pro forma basis in the next one to two years with the addition of new stores. We also forecast blended fuel margins around $0.22/gallon this and next year. "FR Refuel's inside sales will likely benefit from, in part, increased transaction counts over the next 12 months. We also believe these trends will get a boost from the company's initiatives to elevate its in-store product offering, including food and other inside products, along with continued brand presence and product display. These initiatives, in our opinion, will help drive a low- to mid-single-digit increase in comparable inside sales. We also think inside sales initiatives will help maintain merchandise margins in the mid-30% range over the next 12 to 18 months. "FR Refuel's high exposure to petroleum fuel and meaningful tobacco sales result in greater exposure to environmental and social risk factors. Consumer demand and regulatory stipulations for reduced emissions and cleaner energy to address climate change remain a primary growth driver of electric and hybrid vehicle demand. This poses a long-term threat to FR Refuel's core fuel business. However, we see this risk as somewhat offset by the company's regional focus in the Southern U.S., a region where consumers have been slower to adopt alternative vehicles. Separately, FR Refuel meaningfully relies on tobacco-related product sales, exposing it to social risk factors related to the detrimental health effects of tobacco use. Although the category remains a revenue driver, we think tobacco products face elevated regulatory scrutiny and long-term volume pressures. "The stable outlook on FR Refuel reflects our expectation that earnings will improve with economic conditions supporting growth in fuel volumes while continued acquisitions, store strategy, and merchandise initiatives support inside sales and gross profit. We also project S&P Global Ratings'-adjusted credit metrics to remain above 6x over the next 12 months." S&P could lower its rating on FR Refuel if it believes the capital structure is potentially unsustainable. This could occur if the company generates consistently negative free operating cash flow. Such a scenario would most likely arise if: -- The company experiences execution issues and an inability to integrate acquisitions leading to weaker sales and earnings. -- Operating performance weakens, possibly because of more intense competition and a sharp, sustained decline in fuel margins and volumes that pressures results. S&P could raise its rating on FR Refuel if: -- The company expands its operations while increasing and diversifying its geographic footprint; -- It demonstrates a track record of good operating execution including margin expansion and smooth integration of acquired businesses; or -- S&P expects the company to operate a more conservative financial policy likely corresponding with S&P Global Ratings'-adjusted leverage approaching 5x. GATEWAY KENSINGTON: Examiner Taps Klestadt as Legal Counsel ----------------------------------------------------------- Fred Stevens, the examiner appointed in Gateway Kensington, LLC's Chapter 11 case, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to retain Klestadt Winters Jureller Southard & Stevens, LLP as his legal counsel. The firm's services include: (a) assisting the examiner in the discharge of his duties and responsibilities; (b) assisting the examiner in the preparation of reports and legal documents; (c) representing the examiner at hearings and other proceedings before the bankruptcy court or any other court; (d) advising the examiner regarding legal issues that arise in connection with the discharge of his duties; (e) assisting the examiner in interviews, examinations, and review of documents and other materials in connection with his investigation; and (f) performing all other necessary legal services. The hourly rates charged by the attorneys and paralegals at the firm are as follows: Tracy L. Klestadt $795 per hour Ian R. Winters $695 per hour John E. Jureller, Jr. $695 per hour Fred N. Stevens $695 per hour Sean C. Southard $695 per hour Brendan M. Scott $595 per hour Kathleen M. Aiello $595 per hour Stephanie R. Sweeney $550 per hour Lauren C. Kiss $550 per hour Christopher Reilly $425 per hour Andrew S. Richmond $375 per hour Paralegals $195 per hour As disclosed in court filings, Klestadt is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sean Southard, Esq. Christopher Reilly, Esq. 200 West 41st Street, 17th Floor New York, NY 10036-7203 Tel: (212) 972-3000 Fax: (212) 972-2245 Email: ssouthard@klestadt.com creilly@klestadt.com About Gateway Kensington Gateway Kensington, LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-22274) on May 14, 2021, listing up to $10 million in assets and up to $50 million in liabilities. Judge Robert D. Drain presides over the case. Erica R. Aisner, Esq., at Kirby Aisner & Curley, LLP and Priolet & Associates, P.C. serve as the Debtor's bankruptcy counsel and special real estate counsel, respectively. Fred Stevens, the examiner appointed in the Debtor's Chapter 11 case, is represented by Klestadt Winters Jureller Southard & Stevens, LLP. GRAY TELEVISION: Fitch Affirms 'BB-' LT IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed Gray Television Inc.'s (Gray) Long-Term Issuer Default Rating (IDR) at 'BB-' and issue level ratings. Fitch has removed the Negative Rating Watch, which had been in place due to Gray's announced acquisitions of Quincy Media (closed August 2021) and Meredith Corporation (closing expected December 2021.) The Rating Outlook is Stable. Fitch has assigned a 'BB+'/'RR1' rating to Gray's conditional new senior secured term loan D, the proceeds of which will be used to fund a portion of Meredith's $2.8 billion purchase price and associated fees and expenses. The balance will be funded with new unsecured debt and cash on hand. KEY RATING DRIVERS Meredith and Quincy Media Acquisitions: Gray's acquisitions of Quincy Media and Meredith's local media broadcast assets modestly weaken Gray's near-term credit protection metrics. On a combined pro forma basis, two-year average leverage increased to 6.1x from 5.6x. Fitch expects Gray will prioritize deleveraging such that leverage returns below Fitch's negative 5.5x negative sensitivity during 2023. However, Fitch notes that deleveraging could be delayed by integration issues, operating weakness, potential retransmission contract disputes or more aggressive than expected shareholder returns. Fitch believes the strategic rationale for the Meredith and Quincy station acquisitions are strong. Both add complementary station portfolios that expand Gray's top-ranked stations and exposure to high profile political battlegrounds. The acquisitions make Gray the second largest broadcaster by revenue and number of markets. Gray's larger scale allows the company to strengthen its national advertising sales and improve its negotiating position in retransmission and affiliate renewals. Strong Television Portfolio: Following the closing of the Meredith transaction, Gray will cover 36% of U.S. television households. The company will have a strong portfolio of station assets, with #1 ranked stations in 79 of its 113 markets (approximately 70%) and #2 ranked stations in 22 markets (approximately 19%). Gray network affiliations are weighted towards CBS and NBC. Fitch expects Gray will significantly reduce station acquisition spending following the Meredith and Quincy acquisitions, due to Gray's proximity to the 39% national audience reach cap. Advertising Exposure: Advertising revenues accounted for roughly 52% of Gray's average two-year total revenues (excluding political). Local advertising revenues accounted for approximately 80% of Gray's advertising revenues (excluding political) in fiscal 2020. The ad spending decline trajectories in 2020 was consistent with Fitch's view that ad spend on legacy mediums such as linear television, terrestrial radio, out-of-home, etc. will remain hypercyclical. Although the ad market's pace of recovery exceeded Fitch's initial expectations, Fitch continues to remain cautiously optimistic about overall ad market expectations into 2022 but expects legacy mediums to continue losing share. Fitch believes Gray is better positioned to manage through weaker operating performance as contracted retransmission revenues now account for a larger percentage of the revenue base (44% of ex. political revenue in fiscal 2020). Incrementally, the softened ad environment did not appear to have an impact on 2020 political advertising revenues. Fitch expects a robust political advertising cycle in 2022, though not at the scale of the 2020 presidential election cycle. Growing Net Retransmission Revenues: Fitch expects that retransmission revenues will grow at a high-single-digit pace over the near term. Fitch expects these fees to continue to increase given the significant gap between a broadcast station's audience share and its share of multichannel video programming distributors' (MVPDs) programming fees. However, Fitch notes affiliates share an increasing proportion of these fees with the networks, which are expected to increase from roughly 51% in 2018 to mid-50% by YE 2023 per SNL Kagan. Improving FCF: TV broadcasters typically generate significant amounts of FCF due to high operating leverage and minimal capex requirements. Gray generated FCF of $490 million and $236 million in fiscal years 2020 and 2019, respectively. For fiscal 2020, Gray generated significant FCF despite the pullback in advertisers' marketing budgets, due to stronger than expected political advertising and increasing retransmission revenue. Gray and other local broadcasters benefit from having a more material cushion from retransmission and political advertising revenues than prior economic downturns. Viewer Fragmentation: Gray continues to face the secular headwinds present in the TV broadcasting sector including declining audiences amid increasing programming choices, with further pressures from over-the-top (OTT) internet-based television services. However, it is Fitch's expectation that local broadcasters, particularly those with higher-rated stations, will remain relevant and capture audiences that local, regional and national spot advertisers seek. Fitch also views positively the increasing inclusion of local broadcast content in OTT offerings. Growth in OTT subscribers could provide incremental revenues and offset declines of traditional MVPD subscribers. However, Fitch does not believe penetration will be material for Gray over the near term, particularly give the company's predominance in smaller and medium-sized markets. DERIVATION SUMMARY Gray's 'BB-' IDR reflects its smaller scale and higher leverage relative to the larger and more diversified media peers like ViacomCBS, Inc. (BBB/Stable) and Discovery Communications (BBB-/Stable). Gray's ratings reflect the company's high leverage, which is offset by the company's enhanced scale and competitive position following the Raycom acquisition. Following the completion of the Quincy and Meredith acquisitions, Gray becomes the second largest U.S. station group by revenue and U.S. TV household reach while maintaining the highest broadcast revenue per television household owing to its strong portfolio of highly ranked television stations. Gray will be the first- or second-ranked television stations in 101 of its 113 markets served. Fitch notes highly ranked stations garner a larger share of the local and political advertising revenues in their markets. Gray also has a favorable mix of affiliated stations weighted toward CBS, NBC and ABC. Gray has a similar leverage profile as E.W. Scripps (B/Stable). However, Gray benefits from a greater number of number one or number two ranked stations and has significant exposure in political battleground geographies. Gray's EBITDA margins, in the high 30% range (two-year average), lead the peer group while Fitch expects Scripps' EBITDA margins will remain in the low-to-mid 20% range (even-odd year average. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- The Quincy acquisition closed on Aug. 2, 2021 and Fitch expects the Meredith acquisition to close during December 2021. In each case, identified synergies are fully realized by 2022; -- Core advertising rebounds partially in 2021 after 2020 declined 14%. Core advertising returns to flat to low single digit declines thereafter; -- Fitch expects continued strong even-year political ad spending growth; -- Gross retransmission revenue growth will continue to grow over the rating horizon, but will be lumpy due to step-ups in Quincy's and Meredith's pricing to be in line with Gray's existing pricing and contract renewal timing; -- EBITDA margins fluctuate reflecting even year cyclical revenues. Margins improvement will be held in check by expected low single digit ad declines, an increase in the percentage of retransmission revenues paid to the networks in reverse retransmission compensation, and fixed costs growing at low-single digit rates; -- Capex in a range of 5% of revenues annually; -- Fitch assumes Gray uses a meaningful portion of excess cash flow to focus on debt reduction and bring leverage back in line with Fitch's sensitivities during 2024. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch does not expect any near-term positive rating momentum given the elevated leverage following the Quincy and Meredith acquisitions. -- Over the longer term, Fitch-calculated Total Debt with Equity Credit/last eight quarters annualized (L8QA) EBITDA falls below 4.5x and management expresses commitment to maintaining leverage at this level. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch-calculated Total Debt with Equity Credit/L8QA EBITDA exceeds 5.5x for more than 18-24 months after the Meredith acquisition's closing. 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 Strong Liquidity: Liquidity was supported by $785 million in balance sheet cash and full availability under the $300 million revolver (matures January 2026) as of June 30, 2021. Fitch notes the revolver will be upsized to $500 million upon the closing of the Meredith transaction, with $475 million extended to mature in December 2026 and $75 million continuing to mature in January 2026. Gray does not have any required debt amortization under its existing term loans and the proposed term loan D will amortize at 1% annually. Gray's next sizeable maturity is not until 2024, when $595 million of term loan borrowings are scheduled to mature. Fitch also expects liquidity will be supported by stable free cash flow generation over the rating horizon. Gray continued to generate strong free cash flow in 2020 despite a severely weakened advertising environment. Fitch expects both growing retransmission revenue and strong political ad spend in even years to provide a steady cash flow buffer against potential future advertising downturns. Gray's first-lien credit facilities have modest covenant protections. The revolver has one financial maintenance covenant, a first-lien net leverage ratio of 4.50x, which steps down to 4.25x two years after closing and is only tested when the revolver is drawn. The first-lien credit facilities also require a 50% excess cash flow sweep when first-lien net leverage is greater than 4.50x, stepping down to 25% when leverage is greater than 3.75x and 0% otherwise. ISSUER PROFILE Gray Television Inc. (Gray) will be the second largest U.S. television broadcaster, measured by total revenues and markets served, following the acquisition of certain Meredith Corporation television stations. Gray also owns video program production, marketing and digital businesses including Raycom Sports, Tupelo-Raycom, and RTM studios. 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. GRAY TELEVISION: S&P Assigns 'BB' Rating on New $1.5BB Term Loan ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level and '1' recovery ratings to the proposed $1.5 billion senior secured term loan D due 2028 issued by U.S. broadcaster Gray Television Inc. The '1' recovery rating indicates its expectation for very high recovery (90%-100%; rounded estimate: 95%) for lenders in the event of a payment default. The company will use the proceeds from the term loan, along with $1.125 billion of additional senior unsecured debt (not yet issued or rated) to fund the acquisition of Meredith Corp.'s portfolio of 17 TV stations. As part of the proposed acquisition, Gray plans to increase its revolving credit facility by $200 million to $500 million. S&P said, "At the same time, we are lowering the rating on Gray's existing senior unsecured debt to 'B' from 'B+', revising the recovery rating to '5' from '4', and removing the rating from CreditWatch, where we placed it with negative implications on May 5, 2021. The increased senior secured debt in front of the existing senior secured notes, combined with the announced $1.125 billion of incremental senior unsecured debt, significantly reduces the recovery prospects for existing unsecured debtholders in a default scenario. The '5' recovery rating indicates our expectation for modest recovery (10%-30%; rounded estimate: 10%) for lenders in the event of a payment default. "The transaction has no impact on our 'B+' issuer credit rating and stable outlook on Gray. Pro forma for the transaction and synergies, we expect 2021 adjusted leverage will be in the low-6x area, which is within our previously established 5.5x-6.5x range for the rating. Gray has identified $55 million of annualized synergies related to the Meredith acquisition. Of these synergies, $25 million relate to a step-up in Meredith's retransmission rates to Gray's retransmission rates that we expect will be realized near closing, with the remainder to be realized largely in 2022. Although we expect the company to be able to reduce leverage below 5.5x over the long term, we do not expect this to happen until 2023 at the earliest and the pace of deleveraging will remain dependent on its financial policy. Further large-scale acquisition opportunities in the industry will be nearly impossible due to Gray's increased household reach." ISSUE RATINGS -RECOVERY ANALYSIS Key analytical factors -- Under the proposed capital structure, Gray Television will be the borrower of a senior secured credit facility ($500 million revolving credit facility maturing in 2026, $641 million term loan maturing in 2024 [$595 million outstanding], and $1.4 billion term loan C maturing in 2026 [$1.19 billion outstanding], and the proposed $1.5 billion term loan D due 2028), senior unsecured notes ($700 million 5.875% notes due in 2026, $750 million 7% notes due in 2027, and $800 million 4.75% notes due in 2030), and $1.125 billion of incremental senior unsecured debt (not yet issued or rated). -- The senior secured debt is guaranteed by the company's material domestic subsidiaries and is secured by substantially all of the company's assets and those of its guarantors (excluding real estate). Simulated default assumptions -- S&P's simulated default scenario contemplates a default in 2025 due to a combination of the following factors: a larger-than-expected drop in EBITDA in a nonelection year, increased competition from alternative media, a prolonged decline in advertising revenue due to economic weakness, failure to generate retransmission revenue commensurate with its local market and relevant television networks, and pressure from affiliated networks to remit a significant portion of retransmission fees. -- S&P's default assumptions include an 85% draw on the revolving credit facility, LIBOR is 2.5%, the spread on the revolving credit facility rises to 5% as covenant amendments are obtained, and all debt includes six months of prepetition interest. -- S&P has valued Gray on a going-concern basis using a 7x multiple of its projected emergence EBITDA, which is in line with that of other large television broadcasters it rates. Simplified waterfall -- EBITDA at emergence: about $668 million -- EBITDA multiple: 7x -- Net enterprise value (after 5% administrative costs): about $4.5 billion -- Estimated senior secured debt claims: about $4 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available for senior secured debt: about $431 million -- Estimated senior unsecured debt claims: about $3.4 billion --Recovery expectations: 10%-30% (rounded estimate: 10%) Ratings List NEW RATING GRAY TELEVISION INC. Senior Secured US$1.5 bil term D bank ln due 2028 BB Recovery Rating 1(95%) RATINGS AFFIRMED; RECOVERY RATINGS UNCHANGED TO FROM GRAY TELEVISION INC. Senior Secured BB BB Recovery Rating 1(95%) 1(95%) ISSUE-LEVEL RATINGS LOWERED; CREDITWATCH ACTION; RECOVERY RATING REVISED TO FROM GRAY TELEVISION INC. Senior Unsecured B B+ /Watch Neg Recovery Rating 5(10%) 4(30%) GREEN VALLEY: Cash Use Extension Thru Nov. 13 OK'd -------------------------------------------------- Judge Jerrold N. Poslusny, Jr. of the U.S. Bankruptcy Court for the District of New Jersey authorized Green Valley at ML Country Club, LLC (Green Valley) and ML Country Club, LLC (ML Country Club) to use cash collateral through and including the termination date, solely for the purposes set forth in the budget, pursuant to the terms of the Cash Collateral Stipulation between the Debtors and Wilmington Savings Fund Society, FSB, successor-by-merger to Beneficial Bank. The parties, on September 30, 2021, entered into a Fourth Extension of the Interim Order Authorizing Use of the Cash Collateral. The Bank is willing to permit the Debtors' continued use of the cash collateral subject to the terms of the Fourth Extension and the Cash Collateral Stipulation, as modified. The Cash Collateral Stipulation is modified to provide that Termination shall be the earliest of: (i) November 13, 2021, or (ii) upon three business days' notice to the Debtors, the U.S. Trustee and the Committee, if any, of the occurrence of any Termination Event. The Debtors confirm all of the terms set forth in the Cash Collateral Stipulation, and shall continue to comply with the same throughout the term of the Fourth Extension. Moreover, the parties may agree to non-material modifications to the Fourth Extension or the Cash Collateral Stipulation without further Court order. The Debtors owe the Bank for prepetition debts in a principal amount of at least: $1,990,830 as to Debtor ML Country Club with respect to the 2016 Loan, and $174,792 as to both Debtors jointly and severally, with respect to the 2017 Loan. Each Claim is secured by a valid first priority security interest in the collateral owned by the applicable debtor. Any Committee which may be appointed under Section 1102 of the Bankruptcy Code shall have 60 days (or such longer period as the Committee may obtain for cause shown) from the date of entry of an order approving appointment of the Committee's counsel or the final cash collateral order, whichever is later, to contest the Bank's Claim. If no Committee is appointed, any party in interest has a minimum of 75 days from the date of entry of the final cash collateral order to contest said Claim. The Debtors' combined projected cash flow for the two-month period of October through November 2021 provided for weekly expenses as follows: $10,920 for the period from October 3 - October 9, 2021; $10,620 for the period from October 10 - October 16, 2021; $18,865 for the period from October 17 - October 23, 2021; $10,545 for the period from October 24 - October 30, 2021; $18,753 for the period from October 31 - November 6, 2021; and $8,943 for the period from November 7 - November 13, 2021. A copy of the Stipulation is available for free at https://bit.ly/3n6blPt from PacerMonitor.com. The Court will continue hearing on the Cash Collateral Motion on November 9, 2021 at 2 p.m. Objections must be filed and served by Nov. 2. About Green Valley at ML Country Club, LLC Green Valley at ML Country Club, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 21-11747) on March 3, 2021. In the petition signed by Louis Sacco, managing member, the Debtor disclosed up to $50,000 in assets and $1 million in liabilities. Affiliate ML Country Club, LLC also sought Chapter 11 protection (Bankr. D. N.J. Case No. 21-11745) on March 3, 2021. ML Country Club listed $1 million to $10 million in both assets and liabilities on the Petition Date. The cases are jointly administered under Green Valley LLC at ML Country Club LLC Judge Jerrold N. Poslusny, Jr. oversees the case. Robert N. Braverman, Esq., at McDowell Law P.C. is the Debtor's counsel. Wilmington Savings Fund Society, FSB, as Lender, is represented by Ballard Sphar, LLP. GREENSILL CAPITAL: Creditors Say Plan Releases Too Broad -------------------------------------------------------- Vince Sullivan of Law360 reports that Greensill Capital's official committee of unsecured creditors objected late Tuesday, October 19, 2021, to the supply chain financing firm's Chapter 11 plan, saying releases of nondebtor affiliates go too far without providing any compensation to creditors. The committee said it supports the plan as a whole but called proposed releases of Greensill's United Kingdom affiliates too broad because the bankruptcy estate would give up potentially valuable causes of action without being given any material consideration. About Greensill Capital Greensill is an independent financial services firm and principal investor group based in the United Kingdom and Australia. It offers structures trade finance, working capital optimization, specialty financing and contract monetization. Greensill Capital Pty is the parent company for the Greensill Group. Greensill began to unravel in March 2021 when its main insurer stopped providing credit insurance on US$4.1 billion of debt in portfolios it had created for clients including Swiss bank Credit Suisse. Greensill Capital (UK) Limited and Greensill Capital Management Company (UK) Limited filed for insolvency in Britain on March 8, 2021. Matthew James Byrnes, Philip Campbell-Wilson and Michael McCann of Grant Thornton were appointed as administrators. Greensill Capital Pty Ltd. filed insolvency proceedings in Australia. Matt Byrnes, Phil Campbell-Wilson, and Michael McCann of Grant Thornton Australia Ltd, were appointed as voluntary administrators in Australia. Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 21-10561) on March 25, 2021. Jill M. Frizzley, director, signed the petition. In the petition, the Debtor listed assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. The case is handled by Judge Michael E. Wiles. In the Chapter 11 case, the Debtor tapped Segal & Segal LLP as bankruptcy counsel, Mayer Brown LLP as special counsel, and GLC Advisors & Co., LLC and GLCA Securities, LLC as investment bankers and financial advisors. Matthew Tocks is the chief restructuring officer of the Debtor. The official committee of unsecured creditors is represented by Arent Fox LLP. Greensill Capital (UK) Limited filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 21-11473) to seek U.S. recognition of its UK proceedings on Aug. 18, 2021. ALLEN & OVERY LLP, led by Laura R. Hall, is the Debtor's counsel in the Chapter 15 case. GREYSTONE SELECT: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Greystone Select Financial LLC's (Greystone) Long-Term Issuer Default Rating (IDR) at 'BB-' and senior secured term loan at 'BB'. The Rating Outlook is Stable. KEY RATING DRIVERS The affirmation of Greystone's ratings reflects its solid franchise in the commercial real estate (CRE) origination and servicing market; historically strong asset quality performance, including the absence of exposure to hotel, retail and office assets; strong historical earnings generation; limited valuation risk associated with mortgage servicing rights (MSRs), given the presence of various prepayment protections; demonstrated access to diverse sources of funding; a solid liquidity profile; and an experienced senior management team. Rating constraints include the firm's concentrated exposure to the CRE market, which tends to be cyclical; a predominantly secured funding profile with relatively limited duration; higher-than-peer leverage historically; and a weaker corporate governance structure given the majority private ownership by the Rosenberg family and key person risk associated with CEO Stephen Rosenberg. On Oct. 20, 2021, Greystone Select Incorporated, the ultimate parent of Greystone, and Cushman & Wakefield entered into a joint venture to align their multifamily loan origination and investment sales platforms, respectively. As part of this transaction, Cushman & Wakefield will make a minority, noncontrolling investment of 40% in Greystone. Fitch believes this partnership will enhance the balance sheet, resulting in a modest reduction in leverage, and has the potential to increase lending and servicing volume through Greystone's platform. Fitch believes the partnership could be incrementally positive over time, to the extent it results in enhanced revenue diversity and earnings stability, and/or reduced leverage. The transaction is expected to close in 4Q21. Greystone is not subject to material asset quality risks as nearly all originated loans are government or agency eligible. There continues to be negligible exposure to troubled Federal Housing Authority mortgages given Greystone's expertise in restructuring such loans. The firm's risk-sharing arrangement with Fannie Mae limits Greystone's maximum loss exposure. The allowance for risk sharing obligations was $41 million as of 2Q21, which Fitch views as adequate. There is also a small on-balance sheet portfolio totaling $54 million, for which Greystone carries a reserve of $2.4 million. Greystone's pretax return on average assets (ROAA) amounted to 7.2% for the six months ended June 30, 2021, up from an average of 4.7% from FY17 to FY20, primarily due to a 36% increase in gains from the sale of mortgage loans. Fitch believes earnings will decline near-term with some normalization in gain on sale income but over time Greystone's performance will be largely dependent on the pace of new originations. Still, the recent acquisition of the special servicing unit and lower prepayments, given yield maintenance provisions, should help to provide more earnings stability over time, in Fitch's view. Greystone's leverage was 3.8x at June 30, 2021, down from a high of 7.9x at FY20. The decline was driven by a reduction in debt outstanding given the sale of mortgage loans held for sale. Leverage is expected to initially decline following the JV transaction. Greystone's ability to manage leverage, on a sustained basis, below 5.0x could lead to positive rating momentum over time. Greystone has continued to demonstrate access to funding and maintains relationships with a diverse group of lenders. Still, the company's funding is short-duration, consisting predominantly of agency warehouse and repurchase lines with maturities of one year or less. Short-term funding accounted for 64% of gross debt as of 2Q21, which Fitch believes is high and exposes the firm to meaningful refinancing risk. Fitch would view an extension of the debt maturity profile favorably. At June 30, 2021, approximately 3% of Greystone's outstanding debt was unsecured, which is below the peer average and within Fitch's 'b' category funding, liquidity and coverage benchmark range of less than 10%. Fitch would view an increase in the firm's unsecured funding percentage favorably as it would enhance funding flexibility. Fitch views Greystone's liquidity as sound for its rating category. As of June 30, 2021, Greystone had $171.5 million of cash and $2.6 billion of capacity under its funding facilities subject to borrowing base restrictions. A vast majority of the company's funding and FHLB lines have advance rates at or near 100%, supported by GSE and government-eligible collateral, and are not marked-to-market. Greystone's pool of unencumbered assets, which amounted to $870.3 million at 2Q21, could be pledged or sold (subject to applicable haircuts) to provide additional liquidity, if necessary. Greystone's management team has strong industry experience, but Fitch believes that a moderate degree of key person risk is present with CEO and founder Stephen Rosenberg. As a result of the partnership, a new board of directors will be formed comprised of three members from Greystone and two members from Cushman & Wakefield, which Fitch believes will bring an additional level of scrutiny to corporate decisions than existed before. The absence of independent representation on the board, however, demonstrates a weaker-than-peer corporate governance structure and represents a rating constraint. The Stable Rating Outlook reflects Fitch's expectations that Greystone will maintain good asset quality, with delinquencies translating into only modest losses given the loss-sharing arrangements. The Stable Outlook also reflects the expectation for earnings in-line with historical levels and the maintenance of diversified funding and sufficient liquidity. The senior secured term loan rating is one-notch above Greystone's IDR reflecting the collateral availability and good recovery prospects in a stress scenario. RATING SENSITIVITIES Factors that could, individually or collectively, lead to negative rating action/downgrade: -- An inability to extend financing facilities as they mature and/or maintain adequate funding diversity, a weakened liquidity profile, a sustained increase in leverage (gross debt/tangible equity) above 7.0x, and a material weakening in asset quality, as demonstrated by a significant increase in impaired loans. -- Negative rating momentum could also be driven by a sustained reduction in operating performance below historical levels and/or a key person event which alters the firm's market position, strategic direction and/or financial targets. Factors that could, individually or collectively, lead to positive rating action/upgrade: -- An improvement in funding flexibility, as demonstrated by further extension of the maturity profile and an increase in the unsecured funding component, approaching 25%. Positive rating momentum would also be conditioned upon a sustained reduction in gross leverage, approaching 5.0x, greater revenue diversification and reduced reliance on gain-on-sale income, as well as the maintenance of solid asset quality, consistent earnings and sufficient liquidity. -- The senior secured term loan rating is sensitive to changes in the IDR and would be expected to move in tandem. However, material decreases in unencumbered assets or increase in secured debt could result in a wider notching of the senior secured term loan rating relative to Greystone's IDR. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. ESG CONSIDERATIONS Greystone has an ESG Relevance Score of '4' for Governance Structure due to elevated key person risk related to its founder and CEO, Stephen Rosenberg, who sets the tone, vision and strategy for the company. An ESG Relevance Score of 4 means Governance Structure is relevant to Greystone's rating but not a key rating driver. However, it does have an impact on the rating in combination with other factors. Except for the matters discussed above, the highest level of ESG credit relevance, if present, is a score of 3 - ESG issues are credit neutral or have only a minimal impact on the entity, either due to their nature or the way in which they are being managed by the entity. GRUPO AEROMEXICO: Nov. 10 Disclosure Statement Hearing Set ---------------------------------------------------------- Grupo Aeromexico, S.A.B. de C.V. on Oct. 18, 2021, disclosed that (i) the hearing to approve the Disclosure Statement has been adjourned to Nov. 10, 2021 (originally scheduled for Oct. 21, 2021), (ii) the hearing to confirm the Joint Plan of Reorganization (the "Plan") has been adjourned to on or around Dec. 13, 2021 (the "Confirmation Hearing") (originally scheduled for Nov. 29, 2021), and (iii) the lenders under the Company's DIP financing facility have agreed to extend the milestone under the DIP Credit Agreement to reflect the new Confirmation Hearing date. Aeromexico intends to continue working with its key stakeholders to finalize the Plan and emerge from chapter 11 as expeditiously as possible. About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) -- https://www.aeromexico.com/ -- is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, the Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial advisor and investment banker. White & Case LLP, Cervantes Sainz S.C. and De la Vega & Martinez Rojas, S.C., serve as the Debtors' special counsel. Epiq Corporate Restructuring, LLC, is the claims and administrative agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors on July 13, 2020. The committee is represented by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP. GULF COAST: Court Directs Appointment of Patient Care Ombudsman --------------------------------------------------------------- Judge Karen B. Owens of the U.S. Bankruptcy Court for the District of Delaware directed the United States Trustee for the District of Delaware to appoint a Patient Care Ombudsman in the Chapter 11 cases of Gulf Coast Health Care, LLC, and its debtor-affiliates. The Ombudsman will perform the duties required of a patient care ombudsman, pursuant to Sections 333(b) and (c) of the Bankruptcy Code, with respect to the facilities operated by the Debtors, until the effective date of a chapter 11 plan. With respect to any particular facility operated by a Debtor, the Ombudsman shall perform the duties required until the facility is closed or one of the following events has occurred: (a) a confirmed chapter 11 plan applicable to the facility's operations has gone effective; (b) the Debtors' cases have been dismissed; (c) the facility's operations have been sold or transferred to a new operator, and the new operator is the licensed provider/operator of the subject facility under applicable state law; or (d) a further Court order. A copy of the order is available for free at https://bit.ly/3DZxq9w from Epiq, claims agent. About Gulf Coast Health Care Gulf Coast Health Care is a licensed operator of 28 skilled nursing facilities comprising nearly 3,350 licensed beds across Florida, Georgia, and Mississippi. It provides short-term rehabilitation, comprehensive post-acute skilled care, long-term care, assisted living, and therapy services in each of their facilities. Gulf Coast Health Care, LLC, and 61 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11336) on Oct. 14, 2021. In the petition signed by Benjamin M. Jones as chief restructuring officer, Gulf Coast Health Care estimated assets of between $10 million and $50 million and estimated liabilities of between $100 million to $500 million. The cases are handled by Honorable Judge Karen B. Owens. McDermott Will & Emery LLP is the Debtors' counsel, and Ankura Consulting Group LLC is the financial advisor. Epiq is the claims agent. HASTINGS ENTERTAINMENT: Goldstein Sues Trustee & Tucker Ellis ------------------------------------------------------------- Rose Krebs of Law360 reports that Goldstein & McClintock LLLP has hit the liquidating trustee of Hastings Entertainment's bankruptcy estate and Tucker Ellis LLP with an adversary suit in Delaware seeking to protect the firm's claim to proceeds from a proposed $2 million settlement to end other litigation filed in the Chapter 11. In a five-page adversary suit filed Tuesday, Oct. 19, 2021, with U.S. Bankruptcy Judge John T. Dorsey, Goldstein & McClintock asked the court to determine the validity of a lien the firm claims it has against settlement proceeds related to an adversary complaint filed in 2017 against the multimedia retailer's owner Joel Weinshanker. The case is Goldstein & McClintock LLLP v. Hastings Creditors Liquidating Trust et al, Adv. Pro No. 21-51184 (Bankr. D. Del.). About Draw Another Circle Draw Another Circle, LLC, and four of its subsidiaries, namely, Hastings Entertainment, Inc., MovieStop, LLC, SP Images, Inc., and Hastings Internet, Inc., filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11452) on June 13, 2016. The petitions were signed by Joel Weinshanker, manager. The Debtors estimated assets at $0 to $50,000 and debts at $50 million to $100 million at the time of the filing. As of the bankruptcy filing, Hastings operated 123 entertainment superstores, averaging approximately 24,000 square feet, principally in medium-sized markets located in 19 states, primarily in the Northwestern, Midwestern, and Southeastern United States, and had over 3,500 employees. As of the Petition Date, Atlanta-based MovieStop operated 39 destination locations in 10 states, primarily along the Eastern United States Coast. Headquartered in Franklin, Massachusetts, SP Images, Inc., is a distributor of sports and entertainment products and apparel. Hastings, MovieStop and SPI are each wholly-owned subsidiaries of DAC. The Debtors are represented by Christopher M. Samis, Esq., L. Katherine Good, Esq., and Chantelle D. McClamb, Esq., at Whiteford, Taylor & Preston LLC and Cathy Hershcopf, Esq., www.pMichael Klein, Esq., and Robert Winning, Esq., at Cooley LLP. The Debtors tapped FTI Consulting as financial advisor, Rust Consulting/Omni Bankruptcy as claims and noticing agent, and RCS Real Estate Advisors as lease disposition consultant. Andrew Vara, acting U.S. Trustee for Region 3, on June 21, 2016, appointed seven creditors of Draw Another Circle, LLC, to serve on the official committee of unsecured creditors. The creditors committee retained Lowenstein Sandler LLP as counsel, FTI Consulting, Inc., as financial advisor, and BDO USA, LLP, as financial advisor. HAWAIIAN HOLDINGS: Unit Amends Tender Offers -------------------------------------------- Hawaiian Airlines, Inc., a wholly owned subsidiary of Hawaiian Holdings, Inc., announced amendments to its (i) offers to purchase for cash any and all of its 7.375% Series 2020-1A Pass Through Certificates due 2027 and 11.250% Series 2020-1B Pass Through Certificates due 2025 and (ii) Consent Solicitations (as defined in the Offer to Purchase), in each case set forth in the Company's Offer to Purchase and Consent Solicitation Statement, dated Sept. 23, 2021. The Company is amending the Offer to Purchase to increase the Tender Consideration for each $1,000 pool balance of Certificates validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offer to Purchase to $1,200, which applies to all Certificates (including previously tendered Certificates) that have been tendered and accepted for purchase through the "Expiration Date". In addition, the Company has determined to cease soliciting the Consents (as defined in the Offer to Purchase) for the Proposed Amendments (as defined in the Offer to Purchase) and is removing the Consent Solicitations from the Tender Offers. The "Expiration Date" applicable to the Tender Offers previously scheduled for 11:59 p.m., New York City time, on Oct. 21, 2021, has been extended to 11:59 p.m., New York City time, on Nov. 1, 2021. The Company will settle the Tender Offers on the Final Settlement Date, which is expected to occur on Nov. 4, 2021. The deadline for withdrawal of tenders of Certificates was 5:00 p.m., New York City time, on Oct. 6, 2021 and remains unchanged. Certificates that have been tendered or that may be tendered prior to the Expiration Date pursuant to the Offer to Purchase may no longer be withdrawn, subject to the requirements of applicable law (if any). Other terms of the previously announced Tender Offers remain unchanged. Holders of Certificates should read carefully and in their entirety the Offer to Purchase before deciding whether to tender. No further action is required to be taken by holders who have already tendered Certificates. The Tender Offers are not conditioned upon any minimum pool balance of Certificates being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase. As of Oct. 18, 2021, 13.20% of the aggregate pool balance of Class A Certificates and 21.00% of the aggregate pool balance of Class B Certificates have been tendered for purchase. Citigroup Global Markets Inc. is the Dealer Manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as the Tender and Information Agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Citigroup at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Requests for copies of the Offer to Purchase and other related materials should be directed to Global Bondholder Services Corporation at (banks or brokers) (212) 430-3774 or (toll free) (866) 807-2200 or by email to contact@gbsc-usa.com. None of the Company, the Dealer Manager, the Tender and Information Agent, the Trustee (as defined in the Offer to Purchase), the Subordination Agent (as defined in the Offer to Purchase), nor any of their respective directors, officers, employees or affiliates makes any recommendation as to whether holders should tender their Certificates pursuant to the applicable Tender Offer, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decisions as to whether to tender their Certificates, and, if so, the pool balance of Certificates as to which action is to be taken. About Hawaiian Holdings Hawaiian Holdings, Inc.'s primary asset is sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. The Company is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the Neighbor Island routes) and between the Hawaiian Islands and certain cities in the United States (the North America routes together with the Neighbor Island routes, the Domestic routes), and between the Hawaiian Islands and the South Pacific, Australia, New Zealand and Asia (the International routes), collectively referred to as its Scheduled Operations. Hawaiian Holdings reported a net loss of $510.93 million for the year ended Dec. 31, 2020, compared to net income of $223.98 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $5.22 billion in total assets, $1.44 billion in total current liabilities, $1.89 billion in long-term debt, $1.28 billion in total other liabilities and deferred credits, and $610.47 million in total shareholders' equity. * * * As reported by the TCR on April 12, 2021, S&P Global Ratings revised its ratings outlook to positive from negative and affirmed its 'CCC+' issuer credit rating on Hawaiian Holdings Inc. (parent of Hawaiian Airlines). S&P said, "The positive outlook indicates that we could raise our ratings on Hawaiian if we see sustained improvements in traffic resulting in funds from operations (FFO) to debt improving to at least the mid-single-digit-percent area in 2022 and further in 2023, with the company also continuing to maintain adequate liquidity." HIGHLAND CAPITAL: Trustee Accuses CEO Dondero of Siphoning Millions ------------------------------------------------------------------- Dom DiFurio of The Dallas Morning News reports that Highland Capital Management's trustee is alleging that founder and former CEO James Dondero 'siphoned' millions owed creditors. In a new filing during a lengthy legal battle, a Texas bankruptcy court trustee overseeing Highland Capital Management LP accuses Dondero and a handful of his business partners of siphoning tens of millions of dollars from the bankrupt firm and transferring it to thousands of "lifeboats" — business entities that Dondero owned and controlled. That effectively diluted the value of the fund from which creditors in its bankruptcy were owed money, according to the complaint filed late Friday, October 15, 2021, in the Northern District of Texas. The bankruptcy grew out of a long-running dispute over a fund Highland Capital Management froze during the height of the global financial crisis when it suffered losses on high-risk loans. Over the next decade, the complaint alleged, Dondero periodically transferred millions of dollars out of the fund to benefit him and his business partners, including co-founder Mark Okada. Dondero defended himself in a statement provided by spokeswoman Lucy Bannon. "The [Highland Capital Management LP] estate is worth at least $550 million today. Bonafide claims against the estate are no more than $150 million," he said in his statement. "We will be unmasking those defrauding the court and creating conflict for their own interests in our response." Okada, who started a new Dallas investment firm late last year, said through a spokesman that he also looks forward to defending himself. "There are no allegations that Mark engaged in any wrongdoing," according to an emailed statement from spokesman Andrew Merrill. "He acted ethically and appropriately at all times at Highland and looks forward to defending himself in this litigation." Highland Capital Management bankruptcy trustee Marc Kirschner is trying to recover more than $350 million, naming Dondero, Okada and other executives as defendants as well as investment trusts owned by Dondero and Okada. In the complaint, Kirschner alleges that Dondero's companies "were operated and controlled for Dondero's benefit, with Dondero utilizing complex corporate structures and transactions to transfer money and assets between the various Dondero entities in the manner he viewed most advantageous to his own bottom line." That included avoiding creditors, exploiting personal tax benefits and ensuring that assets were "preserved for his benefit and profits ultimately flowed to him," Kirschner’s complaint said. Founded by Dondero and Okada in 1993, Highland Capital Management helped pioneer the trading of speculative corporate loans in the years leading up to the 2008 recession. In 2007, the fund managed some $40 billion worth of assets. But it performed poorly through the Great Recession more than a decade ago, leading to a flurry of lawsuits from investors. The decade that followed also saw Dondero engaged in aggressive litigation against former business partners. The complaint describes his legal endeavors as "vendettas on employees perceived as disloyal," which cost Highland Capital millions in legal fees. "The lifeboats collected the lion's share of the profits for Highland Capital Management LP's work, while Highland Capital Management LP bore the majority of expenses," the complaint alleges. Highland Capital Management filed for Chapter 11 bankruptcy in October 2019, listing as its largest debt a disputed $189 million claim from investors in Highland Crusader Fund, which had been in liquidation since the financial crisis. Amid legal disputes between Dondero and Highland Capital Management's creditors, Dondero survived being ousted from the company entirely in 2020 but was stripped of all control of the firm besides his role as an unsalaried portfolio manager. Dondero was finally terminated as an employee in October 2020, according to court filings. Dondero still runs Highland’s other entities of a similar name, including Highland Capital Management Fund Advisors. In February 2021, a court-approved bankruptcy reorganization plan made Kirschner the litigation trustee of Highland Capital Management and attempted to shield the firm from future litigation brought by Dondero. In March 2021, Dondero was found to be in violation of a restraining order that required him to stay away from Highland Capital Management's business affairs. About Highland Capital Management Highland Capital Management LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital is the world's largest non-bank buyer of leveraged loans in 2007. It also manages collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Collateralized loan obligations are created by bundling together loans and repackaging them into new securities. Highland Capital Management, L.P., sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. Highland was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. C. Jernigan is the case judge. The Debtor's counsel is James E, O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Foley & Lardner LLP, is special Texas counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Development Specialists Inc. CEO Bradley Sharp is a financial adviser and restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as co-counsel with Sidley Austin; and FTI Consulting, Inc., as financial advisor. HILMORE LLC: Reaches Settlement Agreement with Overseas Food ------------------------------------------------------------ Hilmore LLC submitted a First Amended Disclosure Statement describing Chapter 11 Plan of Reorganization dated October 18, 2021. The Debtor was formed as a holding entity for real property located at 536 Hilgard Ave., Los Angeles, CA 90024 (the "Hilgard Property"). The Hilgard Property is the Debtor's only asset and the Debtor's operations are limited and include only the maintenance and management of the Hilgard Property. The Hilgard Property is currently occupied by Nasser Javidzad ("Nasser") and his wife ("Mr. and Mrs. Javidzad"), who are the parents of Steve and Shawn. Mr. and Mrs. Javidzad are the original owners of the property and have lived at the Hilgard Property since they purchased it 1996. There is no written or oral lease agreement between the Debtor and Mr. and Mrs. Javidzad because property has served as the couple's primary residence for over the last 20 years. The Debtor does not receive monthly rental payments from Mr. and Mrs. Javidzad, and the Hilgard Property is essentially being held by the Debtor until it is eventually refinanced or sold in the future. OFD Settlement Agreement On October 14, 2021, the Debtor entered into a settlement agreement (the "OFD Settlement Agreement") with Overseas Food Distribution Inc. ("OFD") and each of the Javidzad Sons to resolve all disputes related to the prepetition Transfer. Pursuant to the OFD Settlement Agreement, the parties have agreed that the Javidzad Sons and OFD will pay and return the entire loan of $300,000.00 (the "Settlement Sum") to the Debtor's estate. The Settlement Sum will be paid via wire to the Debtor's debtor-in-possession ("DIP") bank account with Bank of the West and shall remain on deposit in the DIP bank account and not be disbursed except upon entry of order by the Bankruptcy Court or to the terms of a confirmed Plan. In exchange for the consideration, the parties will receive mutual release of all claims related to the Transfer effective immediately upon full payment of the Settlement Sum. The estate and the Reorganized Debtor reserve all rights with respect to all avoiding power and other claims in any way related to the Transfer, and in the event the described settlement is not fully and timely performed, the Debtor or the Reorganized Debtor, as the case may be, shall pursue all claims related to the Transfer against OFD and any subsequent transferee and all other defendants involved in the Transfer. This is a reorganizing Plan, meaning the Debtor will restructure its financial affairs and retain its Property following confirmation, making payments to its creditors from new cash contributed to the bankruptcy estate. The Amended Disclosure Statement alters the proposed treatment for unsecured creditors: * Class 5 consists of general unsecured claims against the Debtor, excluding secured claims set forth in Classes 1, 2, 3 and 4, priority tax claims, and Class 6 insider claims. The Debtor estimates that there is a total of approximately $4,113.58 of Class 5 claims. Allowed Class 5 claimants will be paid in full in one lump sum payment on the first day of the first full month following the Effective Date. * Class 6 consists of general unsecured insider claims against the Debtor, excluding secured claims set forth in Classes 1, 2, 3 and 4, Class 5 unsecured claims and priority tax claims. Allowed Class 6 claimants will not be paid a distribution under the Plan. The Plan will be funded from the Debtor's cash on hand on the Effective Date and ongoing capital contributions by each of the Javidzad Sons. In addition, the Javidzad Sons and their company, Overseas Food Distribution Inc. ("OFD"), will resolve the estate's claims against OFD by paying the Debtor the sum of $300,000.00 pursuant to the OFD Settlement Agreement. The payment from OFD resolves the $300,000.00 in Akhavi loan funds that were transferred by the Debtor to OFD and any potential claims related to the transfer. The Debtor estimates that the sum of approximately $253,307.25 will be necessary to fund the Plan on the Effective Date. A full-text copy of the First Amended Disclosure Statement dated October 18, 2021, is available at https://bit.ly/3G8iibJ from PacerMonitor.com at no charge. General Bankruptcy Counsel for the Debtor: Daniel J. Weintraub, Esq. James R. Selth, Esq. Crystle J. Lindsey, Esq. Weintraub & Selth APC 11766 Wilshire Boulevard, Suite 1170 Los Angeles, CA 90025 Tel: (310) 207-1494 Fax: (310) 442-0660 Email: dan@wsrlaw.net About Hilmore LLC Hilmore LLC, a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12755) on April 5, 2021. Shahrokh Javidzad, manager, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Sheri Bluebond presides over the case. Weintraub & Selth APC represents the Debtor as legal counsel. HIRECLUB.COM INC: Gets OK to Hire Belvedere Legal as Counsel ------------------------------------------------------------ HireClub.com, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Belvedere Legal, a Professional Corporation, to serve as legal counsel in its Chapter 11 case. The firm's services include: a. representing the Debtor in all matters and proceedings related to the bankruptcy case other than those particular areas that may be assigned to special counsel; b. representing the Debtor in any manner relevant to a review of its debts, obligations, maximization of its assets and where appropriate, disposition thereof; c. assisting the Debtor in the operation, reorganization or liquidation of its business, if appropriate; d. assisting the Debtor in the performance of all of its duties and powers under the Bankruptcy Code and Bankruptcy Rules; and e. assisting the Debtor in dealing with its creditors and other constituencies, analyzing claims, and formulating and seeking approval of a plan of reorganization. Belvedere will be paid at the rate of $495 per hour and reimbursed for out-of-pocket expenses incurred. The retainer fee is $20,000. Matthew Metzger, Esq., a partner at Belvedere, 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: Matthew D. Metzger, Esq. Belvedere Legal, PC 1777 Borel Place, Suite 314 San Mateo, CA 94402 Tel: (415) 513-5980 Fax: (415) 513-5985 Email: mmetzger@belvederelegal.com About HireClub.com Inc. HireClub.com, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 21-30694) on Oct. 11, 2021, listing up to $50,000 in assets and up to $100,000 in liabilities. Judge William J. Lafferty oversees the case. Matthew D. Metzger, Esq., at Belvedere Legal, PC serves as the Debtor's legal counsel. JEM HOMES: Seeks to Tap Rivera Law Firm as Legal Counsel -------------------------------------------------------- JEM Homes International, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Rivera Law Firm, PA as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business operations; (b) advise the Debtor regarding its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; (d) protect the interests of the Debtor and the estate in all matters pending before the court; and (e) represent the Debtor in negotiations with its creditors in the preparation of a Chapter 11 plan. The hourly rates of the firm's attorneys and staff are as follows: Humberto Rivera, Esq. $450 Paralegals $230 Prior to the petition date, the firm received a retainer of $15,000 from the Debtor. In addition, the firm will seek reimbursement for expenses incurred. Humberto Rivera, Esq., a shareholder of Rivera Law Firm, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Humberto Rivera, Esq. Rivera Law Firm, PA P.O. Box 211746 Royal Palm Beach, FL 33421 Telephone: (786) 529-6060 Facsimile: (786) 441-4373 Email: humberto@hriveralaw.com About JEM Homes International JEM Homes International, LLC, a Fort Pierce, Fla.-based manufacturer of single-family homes, filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-19086) on Sept. 20, 2021, listing up to $50,000 in assets and $1 million to $10 million in liabilities. Roy Ronel Dan, managing member, signed the petition. Judge Mindy A. Mora oversees the case. Rivera Law Firm, PA, serves as the Debtor's legal counsel. JILL ACQUISITION: Moody's Hikes CFR to Caa1, Outlook Remains Stable ------------------------------------------------------------------- Moody's Investors Service upgraded Jill Acquisition LLC's (J.Jill) ratings, including the corporate family rating to Caa1 from Caa2, probability of default rating to Caa1-PD from Caa2-PD and senior secured term loan rating to B3 from Caa1. The SGL-3 speculative grade liquidity rating remains unchanged and the outlook remains stable. The upgrades reflect J.Jill's improving liquidity and operating performance, driven by the recovery in apparel spending among its core demographic and margin expansion due to low inventory levels and very limited promotions across the industry. "We expect continued recovery in the second half of 2021 to be supported by increased year-over-year store traffic and low discounting due to the company's focus on managing inventory levels, offset by rising input costs and supply chain bottlenecks," said Moody's Vice President and senior analyst, Raya Sokolyanska. Moody's took the following rating actions for Jill Acquisition LLC: Corporate family rating, upgraded to Caa1 from Caa2 Probability of default rating, upgraded to Caa1-PD from Caa2-PD Senior secured bank credit facility due 2024, upgraded to B3 (LGD3) from Caa1 (LGD3) Outlook, remains stable RATINGS RATIONALE The Caa1 CFR is constrained by J.Jill's high business risk. Although operating performance is improving, the company remains subject to changes in apparel demand and rising raw material, labor and freight costs and has a history of volatile operating performance prior to the pandemic. The rating also incorporates J.Jill's exposure to fashion risk and high competition in the women's apparel sector. Further, the rating reflects governance considerations, specifically the aggressive financial strategies associated with majority ownership by private equity sponsor, Towerbrook Partners, including the 2020 distressed exchange and previously, the special dividend paid in early 2019. In addition, as a retailer, J.Jill needs to make ongoing investments in social and environmental factors, including responsible sourcing, product and supply sustainability, privacy and data protection. J.Jill's rating is supported by the company's recognized brand and loyal customer base. Moody's expects J.Jill's credit metrics to improve over the next 12-18 months, with Moody's-adjusted debt/EBITDA declining to 3.6x from 4.7x, and EBITA/interest expense increasing to 1.9x from 1.1x, driven by earnings recovery and the Q3 2021 term loan paydown. Liquidity is adequate, including projected positive free cash flow, access its relatively small but undrawn $40 million ABL, and adequate covenant cushion. The stable outlook reflects Moody's expectations for adequate liquidity and continued revenue and EBITDA recovery. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if earnings deteriorate or liquidity weakens for any reason, including negative free cash flow or a low covenant cushion. The ratings could be upgraded if revenues and earnings continue to improve and the company has good liquidity, including solid cash generation and revolver availability. An upgrade would require debt/EBITDA to be sustained below 4 times and EBITA/interest expense above 1.5 times. Headquartered in Quincy, Massachusetts, Jill Acquisition LLC, a subsidiary of J.Jill, Inc. is a retailer of women's apparel, footwear and accessories sold through its e-commerce website, catalogs and over 250 retail stores. The company is publicly traded but majority-owned by TowerBrook Capital Partners L.P. J.Jill generated revenues of about $531 million for the twelve months ended July 31, 2021. The principal methodology used in these ratings was Retail Industry published in May 2018. KOSMOS ENERGY: Moody's Rates New $400MM Sr. Unsecured Notes 'B3' ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Kosmos Energy Ltd.'s proposed $400 million guaranteed senior unsecured notes due 2027. Kosmos Energy's other ratings, including its B2 Corporate Family Rating, and positive outlook were unchanged. Net proceeds from this debt offering will be used the repay the bridge facility the company had previously used to close the acquisition of certain Ghana assets on October 13, 2021. Assignments: Issuer: Kosmos Energy Ltd. Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) RATINGS RATIONALE The proposed guaranteed senior unsecured notes will rank pari passu with the company's existing 2026 and 2028 senior unsecured notes and hence were rated at the same B3 level. The notes will also rank equally with the unsecured corporate revolving credit facility (unrated) in right of payment to the notes. The senior notes are rated B3 and notched below the B2 CFR given their unsecured claim to the company's assets, including their subordinated position to the secured term loan facility and the secured RBL facility. Kosmos Energy's B2 CFR reflects its high but improving financial leverage, substantial ongoing capital spending requirements involving the large Tortue LNG project, significant debt amortization obligations starting in 2024, and somewhat complex corporate and capital structure. The rating also considers the company's non-operating interest in several key assets, deepwater focus and the attendant physical and operational risks, and majority production in offshore West Africa. The CFR is supported by Kosmos Energy's high-quality and oil-focused producing assets that have low break-even costs and relatively low base decline rates, geographic diversification across several West African countries and the US Gulf of Mexico, a solid track record of organic and acquisition-driven growth and a visible pipeline of low-risk development projects. Moody's expects financial leverage to decline and free cash flow to increase materially through 2023 as the company benefits from increased volumes, higher average oil prices and the completion of Tortue Phase-1. The positive outlook reflects the company's improving scale, free cash flow generation capability and growth runway following the Ghana acquisition in a robust oil and gas price environment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The CFR could be upgraded if the company can reduce debt, sustain the debt/average daily production below $30,000/boe and the RCF/debt ratio above 25% while maintaining good liquidity. The CFR could be downgraded if the company produces significant negative free cash flow, the RCF/debt ratio declines towards 15%, capital expenditures rise sharply or liquidity becomes weak. Kosmos Energy Ltd. is a Dallas, Texas based publicly traded exploration and production company with assets in offshore West Africa and the US Gulf of Mexico. The principal methodology used in this rating was Independent Exploration and Production published in August 2021. LAMB WESTON: Moody's Rates New $835MM Senior Unsecured Notes 'Ba3' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Lamb Weston Holdings, Inc.'s $835 million of 8-year proposed senior unsecured notes and $835 million of 10-year proposed senior unsecured notes both being offered by Lamb Weston. Moody's expects the proposed senior unsecured notes to be pari passu to Lamb Weston's existing senior unsecured notes due 2024, 2026, and 2028. Lamb Weston's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba3 rating on the company's existing senior unsecured notes, and Speculative Grade Liquidity Rating of SGL-3 remain unchanged. The outlook is stable. Net proceeds from the issuance will be used to refinance the company's existing $833 million senior unsecured notes due 2024 and its $833 million senior unsecured notes due 2026. Moody's plans to withdraw the Ba3 ratings on these notes once they are repaid. The offering is credit positive because it extends the company's maturity position without materially affecting cash interest expense. The Ba2 CFR and stable outlook are not affected because the offering has minimal effect on Lamb Weston's leverage and cash flow from operations. The SGL-3 liquidity rating is not affected because it is driven more by modest prospective covenant cushion than upcoming maturities. The following ratings/assessments are affected by the action: New Assignments: Issuer: Lamb Weston Holdings, Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) RATINGS RATIONALE Lamb Weston's Ba2 CFR reflects the company's leading North America market position and top-tier global market position in value-added frozen potato products--a category with attractive operating profit margins and good long-term global growth prospects. The rating is further supported by the company's established track record of stable operating performance. The company's credit profile is constrained by its narrow business focus, relatively high customer and supply concentrations, and somewhat limited financial flexibility due to high capital expenditures. Cost pressures are likely to push gross debt-to-EBITDA leverage above 5x over the next 12 months. Moody's nevertheless expects earnings from the new production capacity, pricing increase and cost mitigation efforts will ultimately reduce gross debt-to-EBITDA to a mid 4x range by the end of calendar 2023. Lamb Weston's SGL-3 speculative grade liquidity rating reflects the company's adequate liquidity because of lower projected headroom under the financial maintenance covenants. The company amended the net debt-to-EBITDA covenant to 5.0x with a step down to 4.75x on February 23, 2025. Covenant leverage includes cash distributions from joint ventures. Cash on hand of $790 million as of August 29, 2021 and the undrawn $1 billion revolver expiring August 2026 provides ample support for business operations through the coronavirus pandemic and low yielding potato crop, assuming a recovery in the fiscal year ending May 2023. Moody's expects that the company will generate negative annual free cash flow in fiscal years 2022 and 2023 and positive annual free cash flow beginning in fiscal 2024, assuming the current dividend remains in place. The next major debt maturities are the $270 million senior secured term A-1 facility due in June 2024 and the $309 million senior secured term A-2 facility due April 2025. ESG CONSIDERATIONS Lamb Weston is especially exposed to extreme weather because of its reliance on a single crop input from a concentrated producing region in the Pacific Northwest. Extreme weather conditions may negatively impact crop yield and quality, driving up input costs. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Other social risks exist in the context of changing consumer preferences that could lead to a shift in traffic away from QSRs and other restaurants -- key customers for value-added potato products. Foodservice away from home, which represents 80% of Lamb Weston's sales, is among the sectors most negatively affected by the coronavirus pandemic. Product safety and recalls are also key risks that can be elevated where assets become strained or under-maintained. As a company with public-investor and board of directors' oversight, and relatively conservative financial policy, Lamb Weston's governance is good. Lamb Weston's targets a net debt-to-EBITDA leverage of 3.5x-4.0x (based on the company's calculation) that Moody's considers moderate for a food company. The company estimates net debt-to-EBITDA including joint venture earnings was 2.9x as of August 29, 2021. Covenant leverage is somewhat higher because it includes only cash distributions from joint ventures. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that Lamb Weston will be able to reduce gross debt-to-EBITDA leverage below 5x in the next 18 months as price increases offset inflationary headwinds and a better yielding potato crop in calendar year 2022 drive a significant improvement in EBITDA. Moody's also expects the company will maintain sufficient cash and unused revolver capacity to fund cash needs including the heavy capital spending program and dividend. Ratings could be upgraded if Lamb Weston sustains relatively stable operating performance, generates consistent and comfortably positive free cash flow, and debt/EBITDA is sustained below 4.0x. Ratings could be downgraded if the company is unable to mitigate inflationary cost pressures, crop yields remain weak, or operating performance otherwise deteriorates. Debt/EBITDA sustained above 5.0x or a deterioration in liquidity could also lead to a downgrade. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. Lamb Weston Holdings, Inc., based in Eagle, Idaho, manufactures and sells value-added frozen potato products. The company's products, which include french fries and other cut, chopped, and formed potato products, are primarily sold to restaurant chains and foodservice distributors. Annual net sales for the publicly traded company (NYSE: LW) are approximately $3.8 billion. LORNA JANE: Seeks to Tap Invenz Inc. as Restructuring Advisor ------------------------------------------------------------- Lorna Jane USA, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Invenz, Inc. and designate Invenz CEO Richard Munro as its chief restructuring officer. As CRO, Mr. Munro will provide, among others, these services to the Debtor: (1) management of the financial affairs of the Debtor; (2) supervision of the administration of the Debtor's Chapter 11 case; (3) assistance in evaluating and pursuing bankruptcy avoidance claims and other litigation claims; (4) assistance and coordination with the Debtor's counsel with respect to the preparation of pleadings for proceedings in the Debtor's case; (5) review and evaluation of pleadings, financial reports and other documents filed by creditors or parties-in-interest in the Debtor's Chapter 11 case; (6) review and evaluation of claims asserted against the Debtor and the resolution of disputed claims asserted against the Debtor; (7) appearance at any proceedings or hearings in this court, as appropriate; (8) assistance to the Debtor's counsel in the negotiation, formulation, confirmation, and implementation of a Chapter 11 plan; (9) communicating with creditors, the Subchapter V Trustee, any official committee of unsecured creditors that may be appointed in the Debtor's case and with other parties-in-interest in the Debtor's case; and (10) performance of the services typical of a CRO in a Chapter 11 case, and such other services as may be mutually agreed upon by the Debtor and Invenz in furtherance of a resolution of this case. Mr. Munro will be compensated as follows: (a) monthly fee of not greater than $48,000; (b) reimbursement of expenses incurred; and (c) pre-bankruptcy retainer payment of $225,000. Other Invenz personnel will be billed as follows: (a) hourly rates of between $95 and $350; (b) one-tenth of an hour increments; (c) reimbursement of expenses incurred; and (d) retainer balance. Mr. Munro disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard Munro Invenz, Inc. 27481 Ganso Mission Viejo, CA 92691 Telephone: (949) 910-6600 Email: richard@invenz.com About Lorna Jane USA Lorna Jane USA, Inc., a Gardena, Calif.-based company in the clothing stores industry, filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-17267) on Sept. 16, 2021, listing total assets of $6,784,662 and total liabilities of $48,645,663. Richard Munro, chief restructuring officer, signed the petition. Judge Neil W. Bason oversees the case. The Debtor tapped Winthrop Golubow Hollander, LLP as bankruptcy counsel; FSG Lawyers, PC as special corporate and litigation counsel; and Invenz, Inc. as restructuring advisor. Invenz CEO Richard Munro serves as the Debtor's chief restructuring officer. LORNA JANE: Seeks to Taps FSG Lawyers as Special Counsel -------------------------------------------------------- Lorna Jane USA, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ FSG Lawyers, PC as its special counsel. FSG Lawyers will advise and assist the Debtor with respect to corporate compliance matters; labor and employment related issues; claims relating to ADA compliance; the development and documentation of corporate marketing and sales programs; and ongoing lease issues. The firm will also serve as litigation counsel, as necessary. The hourly rates of the firm's attorneys and staff are as follows: Shareholders $400 - $550 Associate Attorneys $200 - $400 Of Counsel Attorneys $250 - $500 Legal Assistants and Paralegals $85 - $195 The Debtor paid the firm a pre-bankruptcy retainer of $50,000. Bryan Friedman, Esq., a shareholder of FSG Lawyers, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bryan Friedman, Esq. FSG Lawyers PC 19800 MacArthur Boulevard, Suite 1100 Irvine, CA 92612 Telephone: (949) 265-1100 Facsimile: (949) 265-1199 Email: bfriedman@fsglawyers.com About Lorna Jane USA Lorna Jane USA, Inc., a Gardena, Calif.-based company in the clothing stores industry, filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-17267) on Sept. 16, 2021, listing total assets of $6,784,662 and total liabilities of $48,645,663. Richard Munro, chief restructuring officer, signed the petition. Judge Neil W. Bason oversees the case. The Debtor tapped Winthrop Golubow Hollander, LLP as bankruptcy counsel; FSG Lawyers, PC as special corporate and litigation counsel; and Invenz, Inc. as restructuring advisor. Invenz CEO Richard Munro serves as the Debtor's chief restructuring officer. LORNA JANE: Taps Winthrop Golubow Hollander as Bankruptcy Counsel ----------------------------------------------------------------- Lorna Jane USA, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Winthrop Golubow Hollander, LLP as its legal counsel. The firm will render these legal services: (a) advise and assist the Debtor with respect to compliance with the requirements of the Office of the United States Trustee; (b) advise the Debtor regarding matters of bankruptcy law; (c) represent the Debtor in any proceedings or hearings in this bankruptcy court and in any proceedings in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected; (d) conduct examinations of witnesses, claimants, or adverse parties and prepare, and assist the Debtor in the preparation of reports, accounts, and pleadings related to the Debtor's case; (e) advise the Debtor concerning the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules; (f) file any motions, applications or other pleadings appropriate to effectuate the Debtor's reorganization; (g) review claims filed in the Debtor's case, and, if appropriate, prepare and file objections to disputed claims; (h) assist the Debtor in the negotiation, formulation, confirmation, and implementation of its Chapter 11 plan; (i) take such other action and perform such other services as the Debtor may require of the firm in connection with its case; and (j) address any other bankruptcy-related issues that may arise in the Debtor's case. The hourly rates of the firm's attorneys and staff are as follows: Marc J. Winthrop, Esq. $795 Robert E. Opera, Esq. $795 Sean A. O'Keefe, Of Counsel $795 Richard H. Golubow, Esq. $695 Garrick A. Hollander, Esq. $695 Peter W. Lianides, Esq. $695 Elizabeth Fiechter, Of Counsel $695 Robert Karr, Legal Assistant $325 P.J. Marksbury, Legal Assistant $325 Meir Weinberg, Legal Assistant $325 Jeannie Martinez, Legal Assistant $250 Legal Assistant Associates $150 The Debtor provided to the firm pre-bankruptcy payments including retainer payments that aggregate $298,359.70. Richard Golubow, Esq., a partner at Winthrop Golubow Hollander, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard H. Golubow, Esq. Peter W. Lianides, Esq. Winthrop Golubow Hollander, LLP 1301 Dove Street, Suite 500 Newport Beach, CA 92660 Telephone: (949) 720-4100 Facsimile: (949) 720-4111 Email: rgolubow@wghlawyers.com plianides@wghlawyers.com About Lorna Jane USA Lorna Jane USA, Inc., a Gardena, Calif.-based company in the clothing stores industry, filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-17267) on Sept. 16, 2021, listing total assets of $6,784,662 and total liabilities of $48,645,663. Richard Munro, chief restructuring officer, signed the petition. Judge Neil W. Bason oversees the case. The Debtor tapped Winthrop Golubow Hollander, LLP as bankruptcy counsel; FSG Lawyers, PC as special corporate and litigation counsel; and Invenz, Inc. as restructuring advisor. Invenz CEO Richard Munro serves as the Debtor's chief restructuring officer. LOUISIANA CRANE: Disclosures Hearing Continued to Oct. 26 --------------------------------------------------------- The Bankruptcy Court has entered an order that the hearing on the Disclosure Statement of Louisiana Crane & Construction, LLC is continued until Oct. 26, 2021 at 2:30 p.m. to be heard before the Honorable John Kolwe, United States Bankruptcy Court, Western District of Louisiana, virtually, using WebEx video conferencing. In an Oct. 13 filing seeking a 21-day extension of the hearing, the Debtor explained that a number of objections to the Disclosure Statement have been filed and the Debtor, while noting the objections to be largely Plan issues, will file an amended Disclosure Statement to address most if not all of the issues that have been asserted. The Debtor plans to circulate the revised Plan and Disclosure Statement on Friday, October 15, 2021 and will canvas the objectors to see what remaining Disclosure Statement issues exist. Counsel for the Debtor: Douglas S. Draper Leslie A. Collins Greta M. Brouphy Heller, Draper & Horn, LLC 650 Poydras Street, Suite 2500 New Orleans, Louisiana 70130 Telephone: 504-299-3300 Fax: 504-299-3399 E-mail: ddraper@hellerdraper.com lcollins@hellerdraper.com gbrouphy@hellerdraper.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: May Use Up to $73,378 of Cash Collateral Thru Nov. 5 ---------------------------------------------------------------- Judge Teresa H. Pearson of the U.S. Bankruptcy Court for the District of Oregon authorized Love Bites by Carnie, Inc. to use cash collateral of up to $73,378, pursuant to the budget, for the interim period from October 8 through 5 p.m. on November 5, 2021. As adequate protection, lien creditors are granted a perfected lien and security interest on all property of the Debtor, of the same nature and kind as secured by the Lien Creditor's claim on the Petition Date, provided that such replacement lien shall not attach to avoidance actions under Chapter 5 of the Bankruptcy Code. Lien Creditors who may assert a lien on the cash collateral are (i) Albina Community Bank, nka Beneficial State Bank; (ii) Financial Pacific Leasing, Inc.; and (iii) Tri-Country Industrial Parks # 6 LLC. Other Lien Creditors who have filed UCC financing statements but does not have, according to the Debtor, an interest in the cash collateral, include: (a) Amur Equipment Finance; (b) Blue Bridge Financial LLC; (c) Garret Sign Company, Inc.; (d) Mintaka Financial LLC; (e) Quality Leasing Co. Inc.; and (f) Timepayment Corporation. Moreover, the Debtor shall make adequate protection payments of $7,981 per month to Beneficial State Bank for the 1586 Note beginning on November 4, 2021 and on the fourth day for each month outlined in the budget. A copy of the interim order and the approved budget is available for free at https://bit.ly/3FSDlyZ from PacerMonitor.com. 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. LRS HOLDINGS: $123MM Term Loan Add-on No Impact on Moody's B3 CFR ----------------------------------------------------------------- Moody's Investors Service said that LRS Holdings, LLC's planned add-on of $123 million to its first lien term loan is credit negative. However, the company's ratings, including the B3 senior secured and B3 corporate family rating, and stable outlook are unaffected at this time. Proceeds of incremental term loan will be used primarily to fund a portion of the purchase price for six bolt-on acquisitions (of which some have closed) and term-out borrowings of $27 million on the revolving credit facility. Following the add-on, the aggregate size of the company's first lien term loan (due 2028) will increase to $446 million. The acquisitions are expected to close within the next thirty days. Moody's views the transaction as credit negative because it will increase the company's funded debt by nearly 40% within just two months, driven by an aggressive acquisitive growth strategy, and adds execution risks. The acquisitions contemplated in the transaction/financing are in addition to twelve acquisitions completed over the past year through June 2021, with seven closed just in 2021. Moody's notes LRS has yet to demonstrate a track record of positive earnings and free cash flow (measured as cash flow from operations less capital expenditures less dividends), albeit constrained in part by growth capital investments. Nonetheless, the ratings remain unchanged because Moody's expects the transaction will be about leverage neutral. Moody's expects pro forma debt-to-EBITDA (with Moody's standard adjustments) to exceed 5x, excluding planned acquisition synergies, but also expects the ratio to moderate to a mid 4x range over the next year. This would be aided by recent contract wins, ongoing efficiency initiatives and earnings realization from completed acquisitions, which should drive higher EBITDA. With good execution, the company could achieve its targeted acquisition synergies over the next 12 to 18 months. Moody's also expects LRS to maintain adequate liquidity, with modest cash balances offset by expectations of ample revolver availability and free cash flow turning modestly positive on higher earnings over the next year. The acquisitions align with LRS' core solid waste management services and strategy to expand further into Illinois and the adjacent US Midwest states, while also adding certain key assets (e.g. transfer assets and landfills) that should improve its waste internalization and enhance vertical integration. Due to the company's modest scale and fragmented operating landscape, acquisitive growth is likely to continue. The business model benefits from steady solid waste volumes, stringent environmental regulations around waste disposal and contracts of 3 to 5 years on average with long term customers, which drive a recurring revenue base. LRS Holdings, LLC (aka Lakeshore Recycling Systems), headquartered in Morton Grove, Illinois, provides waste collection, disposal and recycling services for residential, commercial and roll-off customers in Chicago, Wisconsin and surrounding regions primarily in the US Midwest. LRS also provides adjacent ancillary services of street sweeping and renting portable restrooms for construction sites, parks and outdoor events. Net revenue approximated $245 million for the twelve-month period ended June 30, 2021, on a reported basis. Pro forma for recent transactions closed within the same period and the aforementioned acquisitions, net revenue approaches $400 million. LRS Holdings, LLC became a portfolio company of a private infrastructure fund affiliated with Macquarie in August 2021. LSC FURNITURE: Seeks to Hire E. P. Bud Kirk as Legal Counsel ------------------------------------------------------------ LSC Furniture, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire the Law Office of E.P. Bud Kirk to serve as legal counsel in its Chapter 11 case. The firm's services include: a. providing the Debtor with legal advice regarding its powers and duties, the continued operation of its business and management of its properties; b. preparing legal documents; c. assisting the Debtor in the formulation and negotiation of a Chapter 11 plan with its creditors; d. reviewing all presently pending litigation in which the Debtor is a participant, recommending settlement of such litigation if it is in the best interest of the estate, and making an appearance as lead trial counsel in litigation which the firm believes should be continued; e. examining all tax claims filed against the Debtor, contesting any excessive amounts claimed therein, and structuring the payment of allowed taxes which conforms to Bankruptcy Code and Rules; and f. performing all other necessary legal services. The firm's hourly rates are as follows: E.P. Bud Kirk (Attorney) $300 per hour Kathryn A. McMillan (Paralegal) $125 hour Maura Casas (Paralegal) $90 hour A retainer of $5,171 was paid to the firm upon the filing of the bankruptcy proceedings. Prior to the filing, the Debtor paid $3,748 to the firm for pre-bankruptcy services actually rendered. E.P. Bud Kirk, Esq., disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: E.P. Bud Kirk, Esq. Law Office of E.P. Bud Kirk 600 Sunland Park Drive, Suite 400 El Paso, TX 79912 Tel: (915) 584-3773 Fax: (915) 581-3452 Email: budkirk@aol.com About LSC Furniture LLC LSC Furniture, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 21-30773) on Oct. 15, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Judge H Christopher Mott oversees the case. The Law Office of E.P. Bud Kirk serves as the Debtor's legal counsel. MAGELLAN HOME-GOODS: Gets OK to Tap Northstar Tax as Accountant --------------------------------------------------------------- Magellan Home-Goods, Ltd received approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Northstar Tax & Accounting as its accountant. The Debtor needs the assistance of an accountant for tax preparation and business consulting services. The hourly rates of the firm's professionals are as follows: Partners $275 Tax Director $225 Tax Manager $175 David Romano, a partner at Northstar Tax & Accounting, disclosed in a court filing that he does not represent interests adverse to the Debtor's estate. The firm can be reached through: David Romano, CPA Northstar Tax & Accounting 2120 Bickford Ave. Snohomish, WA 98290 Telephone: (425) 379-8085 Email: info@northstartaxes.com About Magellan Home-Goods Magellan Home-Goods Ltd, doing business as Magellan Home Goods, sells patented home goods and small appliances manufactured offshore to retail consumers in the United States. The company is based in Blaine, Wash. Magellan Home-Goods sought protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-11413) on July 24, 2021, listing $2,324,758 in total assets and $2,063,752 in total liabilities. Judge Marc Barreca oversees the case while Geoffrey Groshong is the Subchapter V trustee appointed in the case. The Debtor tapped Neeleman Law Group, PC as legal counsel and Northstar Tax & Accounting as accountant. MASSOOD DANESH: Wins Cash Collateral Access Thru Nov 19 ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, has authorized Massood Danesh Pajooh, County Investment L.P., and U.S. Capital Investments LLC to use cash collateral on an interim basis in accordance with the budget and provide partial adequate protection. As of the Petition Date, Pajooh and CILP were indebted to the CommunityBank of Texas, N.A. under no less than four separate prepetition credit agreements. The Debtors' obligations under the Prepetition Loans are evidenced by the certain loan and security documents. The Court says CBT and the Debtors may agree to other terms of use of Cash Collateral in writing filed with the Court. CBT and the Debtors may also stipulate and agree to extend the terms and/or duration of this Interim Order in writing filed with the Court. Any legal and professional fees set forth in the Budget remain subject to interim and final allowance by this Court and remain subject to all applicable provisions of the Bankruptcy Code and the Bankruptcy Local Rules, including, but not limited to Sections 327 and 330 of the Bankruptcy Code. As partial adequate protection and in the same priority and to the same extent and validity as existed prepetition, CBT is granted: (a) automatic perfected replacement liens on all Rental Proceeds, accounts, and receivables related to the use or occupancy of the Real Properties that are now owned or hereafter acquired by Pajooh or CILP; and, (b) superpriority administrative claims, subordinate only to: (i) quarterly fees due to the United States Trustee pursuant to 28 U.S.C. section 1930(a)(6); and, (ii) reasonable and necessary fees and expenses incurred by the Subchapter V Trustee and professionals retained by the Debtors and/or any statutory committee(s) appointed under Section 1102 of the Bankruptcy Code, but only insofar as such Estate Professional Fees have been allowed pursuant to a final order entered by the Bankruptcy Court, and provided further that the Superpriority Claims will only be subordinated to the first $100,000 of Allowed Estate Professional Fees. As additional partial adequate protection for use of the Prepetition Collateral and the Collateral, CILP will make monthly payments to CBT in the aggregate amount of $13,992.78, which will be applied to post-petition, contract-rate interest on the Prepetition Loans pursuant to the terms of the applicable Prepetition Loan Documents. However, within 10 days after the entry of the Interim Order, the Debtors will also make a payment to CBT in the amount $13,541.40, which will be applied to September 2021 contract-rate interest on the Prepetition Loans pursuant to the terms of the applicable Prepetition Loan Documents. The first Payment of post-September interest will be due and payable on or before October 15, 2021, and each subsequent Payment will be due and payable on the 15th day of every month thereafter. CBT consents to the Debtors' use of Cash Collateral to pay the U.S. Trustee's quarterly fees as they become due. The Replacement Liens are valid, perfected, enforceable and effective as of the Petition Date without the need for any further action by the Debtors or CBT, or the necessity of execution or filing of any instruments or agreements. The Debtors' right to use Cash Collateral will expire and the Debtors will immediately cease using Cash Collateral upon the earlier of: (a) the occurrence of an uncured or incurable Termination Event that is not otherwise timely cured by the Debtors or waived in writing by CBT; or, (b) 11:59 p.m. on November 19, 2021, in the event the Court has failed to enter a final order on the Motion. A final hearing on the matter is scheduled for November 16 at 1 p.m. A copy of the order, the monthly budget for CILP, and Pajooh's individual budget expenses is available at https://bit.ly/3nd7Iay from PacerMonitor.com. CILP projects $57,000 in total income and $57,411.78 in total expenses and debt service. Pajooh projects $7,292 in total expenses. About Massood Danesh Pajooh Massood Danesh Pajooh and affiliates each filed a voluntary petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-32932) on September 3, 2021. Judge Christopher Lopez oversees the jointly administered cases. Pendergraft and Simon, LLP represents the Debtors as counsel. CommunityBank of Texas, N.A., as lender, is represented by Winstead PC. METROPOLITAN REAL ESTATE: Seeks 30-Day Cash Access Thru Nov. 15 --------------------------------------------------------------- Metropolitan Real Estate Investment Group, LLC asks the U.S. Bankruptcy Court for the District of Maryland to authorize use of cash collateral (consisting of rent income from its residential properties) for a 30-day period through and including November 15, 2021, to pay for ordinary and necessary expenses according to a proposed budget. The budget for the interim period provided for $7,360 in total expenses, a copy of which is available for free at https://bit.ly/3ng2JWy from PacerMonitor.com. As of the Petition Date, lender, PS Funding, Inc. asserts $744,422 as owing under a Promissory Note and Loan Agreement dated March 2, 2020 which the Debtor executed in favor of the Lender. The prepetition debt is secured by first priority liens against the Debtor's residential properties, pursuant to a Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated March 4, 2020. The U.S. Small Business Administration has a blanket lien on substantially all of the Debtor's assets. The Lender, however, has a superior interest in the Debtor's accounts. As adequate protection, the Debtor proposes to pay the Lender $2,450 no later than November 5, 2021, without prejudice to the Lender's right to seek additional adequate protection. The Debtor also proposes to grant the Lender a replacement lien on the same assets and in the same priority of its prepetition liens. A copy of the motion is available for free at https://bit.ly/3jkrP5Q from PacerMonitor.com. The Court will consider the motion at a hearing, by videoconference or teleconference, on November 2, 2021 at 2 p.m. About Metropolitan Real Estate Investment Group, LLC Metropolitan Real Estate Investment Group, LLC is the fee simple owner of three real properties located in Maryland having a total comparable sale value of $1.09 million. The Debtor filed a Chapter 11 petition (Bankr. D. Md. Case No. 21-16509) on October 15, 2021, listing $1,104,500 in total assets and $1,055,278 in total liabilities. The petition was signed by Pantaleon Ebai, its president. Judge Thomas J. Catliota is assigned to the case. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A. serves as the Debtor's counsel. METROPOLITAN REAL ESTATE: Taps McNamee Hosea as Bankruptcy Counsel ------------------------------------------------------------------ Metropolitan Real Estate Investment Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire McNamee Hosea, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include: a) preparing and filing the Debtor's bankruptcy schedules, statement of affairs and other documents required by the court; b) representing the Debtor at the initial interview and meeting of creditors; c) advising the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization and related documents; d) assisting in the negotiation and documentation of financing agreements, debt restructurings and related transactions; e) reviewing the validity of liens asserted against the Debtor's property and advising the Debtor concerning the enforceability of such liens; f) preparing legal documents and reviewing all financial reports to be filed in the case; and g) performing all other necessary legal services. The firm's hourly rates are as follows: Partners $375 per hour Associates $325 per hour Paralegals $105 per hour McNamee will also receive reimbursement for out-of-pocket expenses incurred. Steven Goldberg, Esq., a principal at Mcnamee, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven L. Goldberg, Esq. Mcnamee, Hosea, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: (301) 441-2420 Fax: (301) 982-9450 Email: sgoldberg@mhlawyers.com About Metropolitan Real Estate Investment Group Beltsville, Md.-based Metropolitan Real Estate Investment Group, LLC is the fee simple owner of three real properties located in Maryland having a total comparable sale value of $1.09 million. Metropolitan Real Estate Investment Group filed its voluntary petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-16509) on Oct. 15, 2021, listing $1,104,500 in assets and $1,055,278 in liabilities. Pantaleon Ebai, president of Metropolitan Real Estate Investment Group, signed the petition. Judge Thomas J. Catliota oversees the case. Steven L. Goldberg, Esq., at McNamee Hosea, P.A. represents the Debtor as legal counsel. MIDWEST VETERINARY: Moody's Alters Outlook on B3 CFR to Negative ---------------------------------------------------------------- Moody's Investors Service changed the rating outlook for Midwest Veterinary Partners, LLC (d/b/a "Mission Veterinary Partners" or "MVP") to negative from stable. At the same time, Moody's affirmed the company's B3 Corporate Family Rating and B3-PD Probability of Default Rating. Concurrently, Moody's downgraded first-lien bank debt and credit facility ratings to B3 from B2, following proposed upsizing of the first lien term loan by $250 million. Moody's also assigned a B3 rating to the proposed $225 million senior secured first-lien delayed draw term loan. "The negative outlook reflects Moody's expectation for MVP's financial policies to remain more aggressive than initially anticipated, with meaningful increase in debt and interest burden as MVP continues to use debt to fund acquisitions. This, coupled with material growth in estimates for adjustments and add-backs to EBITDA, has increased the degree of uncertainty around the true underlying cash generating ability of the company," said Vladimir Ronin, Moody's lead analyst for the company. "Nonetheless, Moody's expects MVP to successfully integrate its numerous recent acquisitions, which along with favorable long-term trends in the pet care sector will support improvement in profitability and credit metrics over the next 12-18 months," added Ronin. The downgrade of the first lien senior secured facility rating to B3 from B2 reflects that the company's capital structure will become more heavily comprised of first lien debt, which will weaken the stress scenario recovery prospect of this debt class. Governance risk considerations are material to MVP's ratings. The company's financial policies under private equity ownership are aggressive, reflected in very high initial debt levels following the recapitalization, and nearly doubling of outstanding debt in the capital structure, roughly six months following initial assignment of ratings. Moody's took the following rating actions on Midwest Veterinary Partners, LLC: Assignments: Gtd Senior Secured First Lien Delayed Draw Term Loan, at B3 (LGD3) Downgrades: Gtd Senior Secured First Lien Revolver due 2026, Downgraded to B3 (LGD3) from B2 (LGD3) Gtd Senior Secured First Lien Term Loan due 2028, Downgraded to B3 (LGD3) from B2 (LGD3) Gtd Senior Secured First Lien Delayed Draw Term Loan due 2028, Downgraded to B3 (LGD3) from B2 (LGD3) Affirmations: Corporate Family Rating, at B3 Probability of default rating, at B3-PD Outlook Actions: Outlook, changed to Negative from Stable RATINGS RATIONALE Midwest Veterinary Partners, LLC's B3 Corporate Family Rating (CFR) broadly reflects its very high pro forma debt-to-EBITDA financial leverage of 8.5 times on Moody's-adjusted basis for the LTM period ended August 31, 2021, which Moody's expects to persist as the company continues to use debt to fund acquisitions. Moody's estimates include a number of adjustments and add-backs to EBITDA, which add a degree of uncertainty around the true underlying cash generating ability of the company. The rating is also constrained by company's moderate albeit growing absolute size, as well as event and financial policy risks related to both the aforementioned aggressive acquisition strategy and its private equity ownership. There are risks to the company's rapid growth strategy, including inability to integrate and manage growth, and a high level of recurring expenses which constrain cash flow. MVP's rating benefits from favorable long-term trends in the pet care sector that underpin Moody's expectation for healthy same-store sales growth in at least the mid-single-digits. MVP's good liquidity profile is supported by cash balance of roughly $54 million at the close of the transaction, full access under a $20 million revolving credit facility due 2026, and Moody's expectation for breakeven free cash flow, over the next 12 months. The company's liquidity is further supported by access to the proposed $225 million delayed draw term loan, however Moody's expects the facility will be fully used to fund acquisitions under letter of intent, over the next couple of quarters. Social and governance considerations are material to MVP's credit profile. The rating reflects negative social risk as a result of the coronavirus outbreak given its risk to patient and service providers' health and safety. However, Moody's does not consider the veterinary hospital service providers to face the same level of social risk as many other healthcare providers. Growth in the number of US households that own pets provides for a favorable long-term trend in the pet care sector that underpins healthy same-store sales growth. Among governance considerations, MVP's financial policies under private equity ownership are aggressive, reflected in very high initial debt levels following the recapitalization, as well as a strategy to supplement organic growth with material debt-funded acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if operational performance deteriorates or liquidity weakens, or the company fails to generate positive free cash flow. Inability to manage its rapid growth, or if EBITA-to-interest approaches one times, could also put downward pressure on the company's ratings. The ratings could be upgraded if the company delivers sustained revenue and earnings growth and is successful in integrating acquisitions. Moderation of aggressive financial policies, partially evidenced by debt/EBITDA sustained below 6.5 times, along with sustained positive cash flows along with healthy cash balance could also support an upgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Novi, Michigan, Midwest Veterinary Partners, LLC (d/b/a "Mission Veterinary Partners" or "MVP") is a national veterinary hospital consolidator, offering a full range of medical products and services, and operating over 200 general practice locations across 28 states. The company generated pro forma revenues of over $700 million for the twelve months ended August 31, 2021. MVP is a portfolio company of private equity firm Shore Capital Partners. MOTUS GROUP: Fitch Assigns First Time 'B-' LT IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B-' to Motus Group, LLC (Motus). It has also assigned a 'B+'/'RR2' rating to the $390 million first lien term loan and $50 million first lien revolver. The Rating Outlook is Stable. The rating for Motus reflects high leverage as a result of the leveraged buyout transaction involving Permira and Thoma Bravo, with the two private equity firms implementing elevated debt into the capital structure in support of the deal. It also considers the company's strong EBITDA margins and FCF margins as well as high retention rates. Fitch expects leverage to remain over 7.0x through YE22 and decline below 7.0x by YE23, primarily driven by EBITDA growth with no voluntary debt repayment. KEY RATING DRIVERS Stake in Motus Being Sold: Motus is owned by Thoma Bravo and in September 2021, it entered into an agreement to sell an approximate 48% equity stake to Permira. To partially fund the transaction, Motus will raise $525 million of new debt ($390 million first lien and $135 million second lien [unrated]). It will also have a five-year first lien $50 million revolver, which is expected to be undrawn at the close which is expected to occur in late November or early December of 2021 subject to customary conditions. Elevated Leverage: With this LBO transaction, Motus will have total debt outstanding of $525 million and this level of debt is expected to constrain the credit profile over the next several quarters. Fitch projects leverage to be above 7.0x through the end of 2022 and then decline as a result of growing EBITDA. Fitch notes that should Motus voluntarily prepay debt, leverage will be lower than forecast. However, the company's private equity ownership will likely prioritize ROE optimization over deleveraging. High Recurring Revenues/Revenue Retention: For calendar year 2020, recurring revenues were north of 95% and the net retention rate was more than 100%. Subscription revenues are strong and were approximately 84% of revenues for the LTM ending July 31, 2021. From 2018 until the LTM ended July 31, 2021, ARR's grew in the low double-digit range. These figures demonstrate that once a company becomes a customer, they generally renew, ensuring stability of cash flows. Its top ten customers have been with Motus for over 12 years. Revenue Diversity Increasing: In 2020, Motus had revenues from vehicle reimbursement programs for expense claims and distribution making up about 80% of total revenues, 15% from wireless device expense programs and 5% from relocation/remote work services. Expansion into wireless device expense programs began in 2019 when it acquired Wireless Analytics and in 2020 when it acquired Vision Wireless. Employee relocation/remote work reimbursements began with a product launch in 2020. Motus would like to further diversify its product offerings by branching into employer/employee payment solutions and pursue opportunities in reimbursement cards, payroll cards and corporate cards. Fitch believes that Motus may continue to make acquisitions to increase its size and diversity. Leading FAVR Provider: Motus is a leading employee vehicle reimbursement solutions provider. It has approximately 2,000 customers and offers end-to-end cloud-based software solutions for fixed and variable rate reimbursements (FAVR), which allows companies to reimburse employees for personal vehicle use on a tax-free basis. Growth in the industry is expected as employers continue to shift toward having employees drive their own vehicles and expense tracking and costs. DERIVATION SUMMARY The 'B-' rating of Motus is supported by its leading position in the FAVR industry as well as the company's leverage, which is expected to remain above 7.0x over the next several quarters. The company's EBITDA margins and FCF margins are both strong and in line with Fitch's software universe. Motus also has high financial leverage and Fitch views its financial flexibility as relatively more constrained than peers in the technology sector. Its revenue scale, leverage and liquidity profile are consistent with the 'B-' rating. Like other private equity owned issuers, Fitch believes that the company's focus may be on ROE rather than debt reduction. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Revenue growth in the low to mid-teens through 2024; -- EBITDA margins in the 50% range; -- Capex at approximately 5% of revenue; -- Net working capital expected to remain in lien with historical trends; -- No dividends; -- Member unit repurchases of $10 million per year through the horizon. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that the enterprise value of Motus would be maximized in a going-concern situation as opposed to a liquidation given limited tangible assets on the company's balance sheet. Fitch makes the following assumptions in Fitch's calculation of expected recovery: -- 10% administrative claim applied to the GC EBITDA; -- GC EBITDA value of $50 million; -- TEV/EBITDA multiple of 7.0x. Going-Concern (GC) Rational The recovery analysis assumes that Motus enters a distressed scenario due to challenges surrounding their main business lines, and increased competition from direct and indirect peers. Fitch assumes their core vehicle reimbursement segment suffers as a result of increased competition. Their device and location solution segment experiences compressed margins as a result of direct peers ramping up their offerings and competing head-to-head for market share, resulting in price battles. Given these challenges, EBITDA falls to $50 million in Fitch's distressed scenario. TEV/EBITDA Multiple Rationale Comparable Reorganizations: Per the 2021 TMT Bankruptcy Study, Fitch notes ten past reorganizations in the Technology sector, where the median recovery multiple was 5.1x. Of these companies, only three were in the Software subsector: Allen Systems Group, Inc., Avaya, Inc., and Sunguard Availability Services Capital, Inc., which received recovery multiples of 8.4x, 8.1 and 4.6x, respectively. Given the company's high recurring revenues and subscription revenues, Fitch believes that Motus' TEV/EBITDA multiple would fall somewhere near the higher end of this range, at 7.0x. Peer Group Recovery Assumptions: The 7.0x TEV/EBITDA multiple is largely consistent with the multiples used in determining recoveries for Motus' immediate peer group. These peers include companies that not only exhibit similar financial metric characteristics resulting in 'B-' IDRs, they also include companies in the TMT universe that specialize in software as a service/information technology solutions and/or expense tracking and fleet management. Peers include Imperva (7.0x), Infoblox (6.5x) and Barracuda Networks (6.5x). RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- (Cash from operations-capex)/total debt in the mid-to high single digits and use of excess FCF for debt reduction; -- End market or product diversification from expansion or acquisitions into adjacent markets; -- Expectations for leverage below 7.5x on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- (Cash from operations-capex)/total debt with equity credit trending toward 0%; -- FFO interest coverage below 1.5x on a sustained basis; -- Organic revenue growth sustained near or below 0%. 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: Pro forma for the financing, Motus will have $30 million of unrestricted cash on the balance sheet. With a planned $50 million five-year revolving bank facility and Fitch's forecast of strong FCF margins, Motus is anticipated to have sufficient liquidity over the rating horizon. ISSUER PROFILE Motus Group, LLC (Motus) is a leading employee vehicle reimbursement solutions provider. It offers end-to-end cloud-based software solutions for fixed and variable rate reimbursements (FAVR). ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3' - ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. MOTUS GROUP: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' long-term issuer credit rating to Motus Group LLC and its 'B-' issue-level rating, with a '3' recovery rating, to the company's proposed first-lien credit facility. The stable outlook reflects its expectation for steady top-line and profit growth over the next year, and that Motus will continue to generate positive free operating cash flow (FOCF), enabling it service debt obligations and maintain adequate liquidity. Motus Group LLC, a Boston-based reimbursement and expense management software provider, has announced a significant new equity investment from funds advised by Permira Advisers LLC. Permira will become an equal partner with Thoma Bravo L.P., with each holding approximately 48% equity interest. S&P said, "Very high financial leverage that we expect will remain over 14x through at least the end of 2022 constrains our rating on Motus. On Sept. 22, 2021, private equity firm Permira reached an agreement to acquire approximately a 48% equity interest in Motus from Thoma Bravo. We expect the transaction to close during the fourth quarter of 2021. Pro forma the transaction, Permira will own approximately 48% of Motus, Thoma Bravo will own approximately 48% (after accounting for the new cash equity contribution and rollover equity), and Motus management will retain approximately 4%. To support the transaction, Motus will issue $440 million in senior secured first-lien credit facilities (including a $50 million undrawn revolving credit facility) and a $135 million second-lien term loan. Our adjusted leverage treats a portion of the firm's equity as debt and we estimate leverage at transaction close will be about 15x (11x excluding debt treatment of preferred stock). We forecast only moderate improvement to the 14x area (9x excluding preferred stock) over the next 12 months as increased investment in sales and marketing limit gains from operating leverage over the near term. Although we believe longer-term growth prospects could lead to lower leverage over time, we expect financial sponsor ownership will limit potential for sustained deleveraging." The company is narrowly focused on the highly competitive reimbursement and expense management market, has limited scale, and is geographically concentrated in the U.S. Motus provides proprietary software platform for reimbursement and managed services related to remote work, vehicle programs, and device programs. Motus' leading position in its respective markets could be challenged by increased penetration from larger and well-capitalized players such as Oracle, SAP, and Workday, which bundle these offerings with broader enterprise resource planning products and competitive pricing. S&P said, "Motus' limited scale leaves it potentially exposed to aggressive strategies from these competitors, which could erode profit margins. Motus' geographical concentration also constrains our rating, with 100% of revenue and EBITDA generated in North America. We perceive this as a drawback compared to more diversified players. Nevertheless, we expect these risks to be offset by a high recurring revenue (95%+), strong net retention rate of over 100%, and robust profitability with EBITDA margins of over 40%, above average for an enterprise in software and Services industry." Increasing regulatory and tax complexity and work-from-home trends will increase Motus' product demand. State and federal regulatory complexity with respect to employee transportation reimbursement rules contribute to rising demand for automated reporting, which can help avoid potential conflicts between employees and employers and litigation down the road. The Motus Vehicle platform provides accurate mileage reimbursement calculations across the "anywhere" workforce. Employees receive reimbursement specific to fixed and variable costs of operating their vehicles in a particular location, which is recommended by the U.S. IRS and increases the take rate after accounting for taxes. Furthermore, the secular trends with respect to remote working increase the need for highly accurate reimbursement platforms, which should account for geographical inconsistencies related to the cost of living. Additionally, recovering information technology (IT) spending and a need to streamline reimbursement programs by reducing administrative burden back demand for Motus. As a part of S&P's base case, it forecasts Motus' top line will continue to increase in the low-double-digit percentages over the next 24 months. S&P said, "We forecast Motus will continue to generate positive FOCF, adequate liquidity, and comfortable covenant headroom. We anticipate FOCF in the $25 million-$35 million range in fiscals 2021 and 2022, supported by stronger earnings from operations and low capital expenditures and working capital needs. We anticipate the company's capital (including capitalized software development costs) spending to remain below 5% of sales throughout our forecast. Although Motus has been acquisitive, we don't model acquisitions in our base case given the uncertainty of timing and magnitude. With approximately $30 million cash on the balance sheet and full availability on its credit facilities post-transaction, it should have ample liquidity and covenant headroom to manage its operating needs over the next 12 months. "The stable outlook reflects our expectation that the company's strong recurring revenue base and high profitability, with continued demand for reimbursement software solutions, will contribute to stable operating growth over the next 12 months. Our base-case expectation is for adjusted leverage to remain over 14x by the end of fiscal 2022." S&P could lower its rating on Motus if: -- The company materially underperformed our base-case expectations for sales and earnings, resulting in break-even or negative FOCF and a failure to reduce very high leverage such that its capital structure became unsustainable; or -- Its liquidity materially fell because of a weaker operating performance/declining organic growth, large debt-financed acquisitions or dividends, customer losses, or an unexpected spike in costs. S&P could raise its ratings on Motus if the company: -- Increased its scale significantly (aligning it more comparably with higher-rated peers); and -- Maintains profitability, such that adjusted leverage was reduced to below 7x (including preferred stock), while FOCF to debt stays above 5%. NEW YORK BAKERY: Seeks to Hire Bond, Schoeneck & King as Counsel ---------------------------------------------------------------- The New York Bakery of Syracuse, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Bond, Schoeneck & King, PLLC as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its function and duties; (b) assist in the preparation of the Debtor's schedules of assets and liabilities and statement of financial affairs; (c) negotiate with all creditors; (d) examine liens against property of the estate; (e) negotiate with taxing authorities, if necessary; (f) represent the Debtor in bankruptcy court proceedings and hearings; (g) prepare and file all necessary legal papers; (h) take all necessary action to protect and preserve the Debtor's estate; (i) provide assistance, advice and representation concerning the confirmation of any proposed plan and solicitation of any acceptances or responding to rejections of such plan; (j) provide assistance, advice and representation concerning any investigation of the assets, liabilities and financial condition of the Debtor that may be required under local, state, or federal law; (k) provide counsel and representation with respect to assumption or rejection of executory contracts and leases, sales of assets and other bankruptcy-related matters arising from this Chapter 11 case; (l) advise the Debtor regarding all legal matters arising during the Chapter 11 case; and (m) all other pertinent and required representation in connection with the provisions of the Bankruptcy Code. Prior to the petition date, the Debtor paid the firm $90,959.50 for legal services rendered in connection with financial restructuring matters and work associated with the preparation of its Chapter 11 case. The hourly rates of the firm's attorneys and staff range from $190 to $510. In addition, the firm will seek reimbursement for expenses incurred. Camille Hill, Esq., a member of Bond, Schoeneck & King, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Camille W. Hill, Esq. Bond, Schoeneck & King, PLLC One Lincoln Center Syracuse, NY 13202 Telephone: (315) 218-8000 Facsimile: (315) 218-8100 Email: chill@bsk.com About The New York Bakery of Syracuse The New York Bakery of Syracuse, Inc., a full-service bakery located in Syracuse, N.Y., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 21-30770) on Oct. 4, 2021. In the petition signed by Chris Christou, president, the Debtor disclosed $1,584,711 in assets and $7,364,829 in liabilities. Judge Diane Davis oversees the case. The Debtor tapped Camille W. Hill, Esq., at Bond, Schoeneck and King, PLLC as legal counsel and Canty Consulting as financial advisor. NEW YORK BAKERY: Seeks to Tap Canty Consulting as Financial Advisor ------------------------------------------------------------------- The New York Bakery of Syracuse, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Canty Consulting as financial advisor. The firm will render these services: (a) assist with the preparation of post-petition information requirements; (b) maintain the post-petition budget and prepare variance reports as may be required by the court; (c) as necessary, assist with the preparation of monthly financial statements and cash management activities; (d) assist in communications with the U.S. Trustee, the Subchapter V trustee, secured creditors, and other constituents, and assist in the preparation of responses to inquiries made by those parties; (e) provide testimony on behalf of the Debtor, if necessary; (f) assist the Debtor's legal counsel with preparation of a Chapter 11 plan; and (g) coordinate and assist, as necessary, with the Debtor's other advisors and professionals. Prior to the petition date, the Debtor paid Canty Consulting fees totaling $30,187.50 for financial advisory services it provided to prepare the filing of the Debtor's Chapter 11 case. John Canty, a certified public accountant at Canty Consulting, will be billed at his hourly rate of $250. In addition, the firm will seek reimbursement for expenses incurred. Mr. Canty disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John W. Canty Canty Consulting New York, NY Telephone: (315) 730-1444 About The New York Bakery of Syracuse The New York Bakery of Syracuse, Inc., a full-service bakery located in Syracuse, N.Y., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 21-30770) on Oct. 4, 2021. In the petition signed by Chris Christou, president, the Debtor disclosed $1,584,711 in assets and $7,364,829 in liabilities. Judge Diane Davis oversees the case. The Debtor tapped Camille W. Hill, Esq., at Bond, Schoeneck and King, PLLC as legal counsel and Canty Consulting as financial advisor. NEW YORK CLASSIC: Court Extends Cash Access Thru Final Hearing -------------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York authorized New York Classic Motors LLC to use, on an interim basis, an additional $220,997 of the cash collateral of HIL Holdings I LLC (HH1) and the U.S. Small Business Administration, pursuant to the budget, pending final hearing on the cash collateral motion. The Court has entered a Fourth Interim Order on July 21, 2021, further authorizing the Debtor's interim use of cash collateral. After due deliberation, the Court has deemed it reasonable and in the best interest of the Debtor, its estate, creditors and equity holders to further extend the Debtor's authority to use the cash collateral through the final hearing, which is scheduled for October 25, 2021, pursuant to the current Fifth Interim Order. A copy of the Fifth Interim (Bridge) Order is available for free at https://bit.ly/2XkhPBw from PacerMonitor.com. The Oct. 25 final hearing will be held at 10 a.m., via Zoom. About New York Classic Motors New York Classic Motors LLC, a classic car dealer in New York, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-10670) on April 9, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. The Debtor is represented by Kirby Aisner & Curley, LLP. Judge Martin Glenn oversees the case. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on April 29, 2021. Arent Fox, LLP and CBIZ Accounting, Tax and Advisory of New York, LLC serve as the committee's legal counsel and financial advisor, respectively. OLYMPUS POOLS: Asks Court OK to Use Cash, Reexamine Lien -------------------------------------------------------- Shannon Behnken and Sam Sachs of News 8 Channel report that in new court filings related to their bankruptcy case, the owner of embattled Olympus Pools, James Staten, and his wife Alexis Staten, asked the court to reexamine the "extent, validity and priority" of a lien placed on their property by one of the Statens creditors. The business shut down in July following months of investigation by Better Call Behnken. The business also voluntarily relinquished its license, but said the move came amid pressure from state regulators. The list of their creditors includes the Florida Business Development Corporation, Revenue Recovery Services, American Express and SCP Distributors, LLC, the country's largest pool supply company, among others. A new filing submitted to the court Oct. 20, requests the court to revisit the amounts owed to SCP Distributors through liens on the Statens finances and property based on the grounds that with so many creditors, the amount collected by SCP may affect the security interest and other claims to the remaining debts owed, and the debt-holders. The owner of Olympus Pools, James Staten, and his wife Alexis, filed for Chapter 11 personal bankruptcy on Oct. 6, 2021. In the court proceedings that followed, a monthly budget of roughly $11,000 was allowed for the family to pay their debts, pay their monthly bills and provide for their family. Another filing submitted on October 20, 2021 requests that the court allow for reorganization of the family's financial and business assets, and allow for disposition of some properties that they own, to help provide for their five children. The filing said the Statens are requesting that the Clerk of Court "maintain the list of the 20 largest unsecured claims filed" to create an Order Limiting Notice to "minimize disruption" and allow the family to "preserve operating expenses." A third filing submitted asked the court for authorization to use cash to pay their bills and preserve the value of their estate while completing a reorganization of their assets. The motion for use of cash will be explored at an Oct. 26, 2021 hearing in a Middle District of Florida courtroom. The request to use cash for paying debts is based on the Statens request to rely upon the budget previously set by the bankruptcy court for roughly $11,000 per month, to cover expenses such as groceries, school fees, utility costs, and housing costs, among others. The $11,000 budget was less than the Statens wanted, which was originally proposed at over $17,000 per month. The three new filings submitted to the court come just a week after Florida Attorney General Ashley Moody took action against Olympus Pools' owner for leaving its jobs incomplete while taking upfront payments from customers. About Olympus Pools Olympus Pools is a highly acclaimed Tampa swimming pool contractor & builder in Tampa Bay, Florida. James Staten and wife Alexis Staten, owner of Olympus Pools, sought Chapter 11 protection (Bankr. M. D. Fla. Case No. 21-05141) on Oct. 6, 2021. In the petition, the Debtors estimated assets between $500,001 and $1 million and estimated liabilities between $1 million and $10 million. Joel M. Aresty, P.A. is the Debtors' counsel. OMAGINE INC: Taps BSA Al Rashdi as Litigation Counsel ----------------------------------------------------- Omagine, Inc. and Journey of Light, Inc. seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ BSA Al Rashdi & Al Barwani Advocates as their litigation counsel. The firm will represent the Debtors in Oman for one or more causes of action under Omani law, including breach of commercial contracts. The firm will be billed as follows: (a) first advance legal fee payment of $30,000; (b) second advance legal fee payment of $130,000; (c) 20 percent of any recovery from claims; and (d) 27.5 percent of any recovery if the second advance legal fee payment is not transferred to BSA 60 days after the approval date. Ralph Hejaily, a senior associate at BSA Al Rashdi & Al Barwani Advocates, disclosed in a court filing that he has no connection with the Debtors or their bankruptcy counsel. The firm can be reached through: Ralph Hejaily, Esq. BSA Al Rashdi & Al Barwani Advocates Saud Bahwan Plaza Al Assalayh Towers, Street No. 3701 Fifth Floor, Office No. 510 Ghobra South, Muscat Sultanate of Oman Email: ralph.hejaily@bsabh.com About Omagine and Journey of Light Omagine, Inc., an entertainment, hospitality and tourism company in New York, and Journey of Light, Inc. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10742) on March 10, 2020. At the time of the filing, Omagine listed up to $50,000 in assets and up to $10 million in liabilities while Journey of Light listed as much as $50,000 in both assets and liabilities. Judge Michael E. Wiles oversees the cases. The Debtors tapped Rotbert Business Law PC as bankruptcy counsel and BSA Al Rashdi & Al Barwani Advocates as litigation counsel. OPTION CARE: Moody's Hikes CFR to B1, Outlook Stable ---------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating of Option Care Health, Inc to B1 from B2. Moody's also upgraded its Probability of Default Rating to B1-PD from B2-PD. At the same time, Moody's assigned a Ba3 rating to the proposed senior secured first lien term loan. No action to the existing B2 rating on the senior secured first lien term loan rating. No change to the Speculative Grade Liquidity Rating, which remains an SGL-1. The outlook also remains stable. Proceeds from the new $600 million senior secured first lien term loan, together with balance sheet cash and proceeds from an anticipated unsecured debt issuance, will be used to repay the existing first lien term loan. The assigned ratings prospectively assume successful execution an unsecured debt issuance; otherwise Moody's will re-evaluate the ratings being assigned today. The ratings upgrade reflects Moody's view that Option Care's leverage and credit metrics have improved significantly as the company benefits from accelerating preference toward home infusion care due in part to the coronavirus pandemic. At the close of the transaction, Moody's expects pro forma debt/EBITDA to be around 4.0x. Organic growth continues to be strong in both the acute and chronic segments, and Option Care continues to benefit from the positive mix shift toward higher profit chronic therapies. Further, the upgrade is supported by Option Care's recent acquisition of Infinity Infusion Nursing, LLC for $50 million in cash on October 1, 2021. Moody's views the acquisition to be positive, as it will further expand Option Care's resources by adding 1,300 nurses nationwide. The acquisition will also partially mitigate the ongoing labor shortages as it expands Option Care's nursing staff. Governance considerations are material to the rating. Moody's expects Option Care will operate with a more moderate leverage profile as it is now a publicly traded company as the company's prior private equity sponsor Madison Dearborn Partners has entirely exited from ownership. Additionally, Moody's views the partial repayment of debt using balance sheet cash as a positive governance factor. The outlook remains unchanged at stable as Moody's expects demand to increase as the home infusion services industry continues to benefit from favorable long-term dynamics as the home is generally the lowest cost of care and is the patient's preferred setting. Following is a summary of Moody's rating actions: Upgrades: Issuer: Option Care Health, Inc Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Assignments: Issuer: Option Care Health, Inc Senior Secured Bank Credit Facility, Assigned Ba3 (LGD3) Outlook Actions: Issuer: Option Care Health, Inc Outlook, Remains Stable RATINGS RATIONALE Option Care Health, Inc's ("Option Care") B1 CFR reflects the company's market position as the largest independent infusion provider with about $3.2 billion in revenue. Option Care is well diversified by payor, therapy and geography. Further, the home infusion services industry has favorable long-term dynamics as the home is generally the lowest cost of care and is the patient's preferred setting. This holds particularly true in the context of the coronavirus pandemic as demand for home infusion is expected to grow. Option Care continues to benefit from solid organic growth and positive mix shift toward higher profit chronic therapies, which have driven strong free cash flow generation. The rating also reflects Option Care's moderate financial leverage, with pro forma debt/EBITDA to be around 4.0x. The B1 CFR reflects Option Care's competitive pressures stemming from large, vertically integrated insurance companies that possess their own home infusion providers and a challenging reimbursement environment. Further, labor pressures are expected to continue for the near to medium term, which could result in additional costs to recruit and retain nursing staff. That said, Moody's views the recent acquisition of Nursing, LLC as a positive as it will further expand the Option Care's resources by adding 1,300 nurses nationwide. The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectation of very good liquidity over the next 12-18 months. Moody's expects that free cash flow will be consistently positive over the next 12-18 months driven by a reduction in SG&A costs and decline in interest expense following the refinancing. Liquidity is also supported by $158 million of cash and a $175 ABL revolving credit facility (not rated), which was undrawn at June 30, 2021. Concurrently with this transaction, Option Care will be extending its ABL for 5 more years. The company's term loan does not have any financial covenants, but the ABL revolver contains a springing fixed charge coverage covenant of 1.0x. The covenant is only tested if the availability falls below 10% of the borrowing base or $10 million or more. The stable outlook reflects Moody's expectation that Option Care will continue to de-lever as it scales its infrastructure and continues to grow both organically and through modest tuck in acquisitions. ESG considerations are a factor in Option Care's ratings. Option Care faces social risks such as the rising concerns around the access and affordability of healthcare services. However, Moody's does not consider home health/ home infusion to face the same level of social risk as hospitals, as care at home is an affordable alternative to hospitals or skilled nursing facilities. From a governance perspective Moody's views the change in ownership as a positive governance factor as Moody's expects Option Care to operate with moderate leverage as a public company. Additionally, the 21% minority ownership by Walgreens Boots Alliance, Inc. is considered beneficial and can allow Option Care to continue to benefit from its relationship with Walgreens. As proposed, the new senior secured first lien term loan 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 $252 million and 100% of Consolidated EBITDA, plus unlimited amounts subject to (a) in the case of incremental indebtedness secured on a pari passu basis with the senior secured first lien term loan, 4.50x pro forma consolidated first lien net leverage, (b) in the case of incremental indebtedness secured on a junior lien basis with the senior secured first lien term loan, 5.75x pro forma consolidated senior secured net leverage and (c) in the case of unsecured incremental indebtedness, either (A) the Fixed Charge Coverage Ratio (to be defined in the First Lien Credit Documentation), on a pro forma basis, is not less than 2.00:1.00 or (B) if incurred in connection with a permitted acquisition or other permitted investment, the Fixed Charge Coverage Ratio on a pro forma basis does not decrease. Up to the greater of $63 million and 25% of the Consolidated EBITDA of incremental debt, refinancing debt, ratio debt and certain other permitted debt may be incurred with an earlier maturity date than the existing term loans. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which restrict the transfer of any material intellectual property from the company and its restricted subsidiaries to any unrestricted subsidiary. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. The credit agreement provides some limitations on up-tiering transactions, including the requirement that each lender directly and adversely affected consents to an amendment with respect to subordination of the liens on all or substantially all of the collateral securing the obligations to any other indebtedness, except in the case of (x) any indebtedness that is permitted as in effect on the closing date to rank senior to the company's obligations, or (y) any other indebtedness (including to the extent exchanged for, or utilized to refinance the term loans), so long as each affected lender was offered the opportunity to participate in such indebtedness on a ratable basis. 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 Ratings could be upgraded if the company continues to successfully execute its growth strategies, while also improving profitability. Further, Option Care can be upgraded if leverage improves below 3.5x and the company continues to maintain conservative financial policies and very strong liquidity. The ratings could be downgraded if leverage is sustained over 4.5x, profitability declines materially, or Option Care adopts more aggressive financial policies, including material debt-financed acquisitions, share repurchases or dividends. Option Care is the leading independent provider of home and alternate treatment site infusion therapy services through its national network of 145 locations in 45 states. These services involve the preparation, delivery, administration and monitoring of medication for a broad range of conditions. These include infections, malnutrition, heart failure, bleeding disorders, autoimmune disorders, and a variety of other rare conditions. Walgreens Boots Alliance, Inc. (minority owner) owns about 21% of the combined public company. The other 79% of the company is publicly owned by shareholders. Revenues are about $3.2 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. OPTION CARE: S&P Upgrades ICR to 'B+' on Improved Credit Measures ----------------------------------------------------------------- S&P Global Ratings raised its existing ratings on Option Care Health Inc., including the issuer credit rating to 'B+' from 'B'. S&P said, "We are also assigning our 'BB-' issue-level and '2' recovery ratings to the company's proposed secured debt, and our 'B-' issue-level and '6' recovery ratings to the company's proposed unsecured debt. "The stable outlook reflects our expectation for adjusted debt to EBITDA of 4x-5x over the next few years. Our forecast assumes mid-single-digit-percent annual revenue growth, modest EBITDA margin expansion, and stronger free operating cash flow generation that should facilitate spending on acquisitions and debt reduction. "Option Care's financial performance in recent quarters has contributed to adjusted debt to EBITDA below 5x, where we expect it to remain over the next few years. We expect the company to maintain leverage of 4x-5x over the next few years, stemming from a continuation of strong operating performance and debt reduction. This reduction in leverage and our expectation for stronger free operating cash flow generation has increased capacity for the company to make acquisitions, in our view. Our forecast assumes the company will deploy about $50 million for tuck-in acquisition per year, while maintaining adjusted debt to EBITDA of 4x-5x. "We expect credit metrics to improve over the next couple of years, stemming primarily from positive organic revenue growth and steady EBITDA margins. We believe Option Care Health is committed to reducing net leverage (per management's calculation) to below 4x by the end of 2021, which further supports our expectation that adjusted debt to EBITDA will remain below 5x." The company is exposed to a tight labor market but has mitigated some risks through acquisitions. Labor shortages across the healthcare industry were already strained before the onset of the COVID-19 outbreak. The pandemic has exacerbated these shortages and significantly increased wages for clinicians, due in large part to higher demand for labor across most industries and employee concerns of contracting COVID. S&P expects these labor challenges to be relatively manageable for the company and somewhat constrain EBITDA margin expansion over the next couple of years. At year-end 2020, the company operated with about 2,900 clinicians. Following the acquisition of Infinity Infusion Nursing LLC, the company added about 1,300 nurses across 49 states, substantially increasing its workforce and better positioning the company to meet increased demand. Option Care's favorable market position is partially offset by reimbursement risk and the fragmented nature of home infusion services. The company is the largest independent provider within the $25 billion U.S. home infusion services industry. S&P said, "Our rating incorporates our view that the industry is highly fragmented. With major insurers entering the home infusion space in the past few years, including United Health Group, CVS, and Cigna, we see increased competition as a key risk. In addition, reimbursement rates for Option Care's services could decline at a faster rate than we currently anticipate, especially as the aging U.S. population drives up Medicare costs. This could contribute to lower revenue and weaker profitability than we currently assume for the company." S&P said, "We could lower our rating on the company within the next 12 months if we expect adjusted debt to EBITDA to be sustained above 5x. This could occur if Option Care Health's operating performance deteriorates, potentially resulting in higher costs or a decline in revenue. It could also occur if the company announces a sizable acquisition that we expect will significantly increase leverage. "We could raise our rating on the company within the next 12 months if we expect the company to sustain adjusted debt to EBITDA below 4x. This could occur if the company generates stronger-than-expected adjusted EBITDA margins and organic revenue growth. In this scenario, we would also need to believe that Option Care's acquisition strategy and financial policies would support leverage at that lower level." PAR LIMITED: Seeks to Tap McNamee Hosea as Bankruptcy Counsel ------------------------------------------------------------- Par Limited Partnership seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ the law firm of McNamee Hosea, PA as its legal counsel. The firm will render these services: (a) prepare and file bankruptcy schedules, statement of affairs and other documents required by the court; (b) represent the Debtor at the initial interview and meeting of creditors; (c) advise the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization and related documents; (d) advise and assist the Debtor in the negotiation and documentation of financing agreements, debt restructurings and related transactions; (e) review the validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens; (f) prepare legal papers; and (g) perform all other legal services that may be necessary in this Chapter 11 case and the Debtor's business. The hourly rates of the firm's attorneys and staff are as follows: Partners $375 Associates $325 Paralegal $105 Steven Goldberg, Esq., a member of McNamee Hosea, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven L. Goldberg, Esq. McNamee Hosea, PA 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Telephone: (301) 441-2420 Facsimile: (301) 982-9450 Email: sgoldberg@mhlawyers.com About Par Limited Partnership Par Limited Partnership filed a petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-16576) on Oct. 18, 2021, listing up to $10 million in both assets and liabilities. Louis P. Stone, III, general partner, signed the petition. The law firm of McNamee Hosea, PA serves as the Debtor's legal counsel. PAR LTD PARTNERSHIP: Chapter 11 Filing Stops Foreclosure Sale ------------------------------------------------------------- Amanda Yeager, writing for Baltimore Business Journal, reports that Stoney's Kingfishers Seafood Bar & Grill and sister restaurant Stoney's Seafood House were set to be auctioned Tuesday, October 19, 2021, morning amid foreclosure proceedings, but both sales were canceled early Tuesday, October 19, 2021, after the restaurants' owner filed for bankruptcy, said Paul Cooper, a vice president for the auction house Alex Cooper Auctioneers. Legal records show Par Limited Partnership, an entity associated with Stoney's, filed for Chapter 11 bankruptcy Monday. The documents, submitted to the U.S. Bankruptcy Court for the District of Maryland, indicate the partnership has between $1 million and $10 million in assets as well as $1 million to $10 million in liabilities. Among Par Limited Partnership's debts is $2.7 million in unsecured claims owed to LBC2 Trust, which shares a Stillwater, Minnesota address with alternative investment firm Stillwater Asset Management. An attorney representing Par Limited Partnership could not immediately be reached for further comment Wednesday, October 20, 2021. Before they were canceled, both foreclosure auctions were set to include only real estate. Stoney's Kingfishers Seafood Bar & Grill sits on nearly a quarter acre of waterfront property on Solomons Island, a popular weekend getaway in Southern Maryland, and features an outdoor deck overlooking an inlet of the Potomac River. Stoney's Seafood House is a 300-seat eatery on nearby Broomes Island that shares a 1.34-acre waterfront property with Stoney's B&B, a four-bedroom bed and breakfast. A 1.39-acre property next door is used as a wedding venue. Cooper said it's not unusual for properties to be pulled from the auction block when foreclosure is involved. It's possible the restaurants could still be auctioned off later, during the bankruptcy process. "This gives them time to work things out," he said. About Pat Limited Partnership Pat Limited Partnership is the owner and operator of Stoney's Kingfishers Seafood Bar & Grill and sister restaurant Stoney's Seafood House. Par Limited Partnership sought Chapter 11 protection (Bankr. D. Md. Case No. 21-16576) on Oct. 18, 2021. In the petition signed by Louis P. Stone, III as general partner, Par Limited Partnership estimated assets of between $1 million and $10 million and estimated liabilities of between $1 million and $10 million. Steven L. Goldberg, Esq., of MCNAMEE, HOSEA, JERNIGAN, KIM, GREENAN & LYNCH, P.A., is the Debtors' counsel. PCDM PROPERTIES: Claims Will be Paid from Rental Income ------------------------------------------------------- PCDM Properties, LLC filed with the U.S. Bankruptcy Court for the Western District of Louisiana a Combined Plan of Reorganization and Disclosure Statement dated October 18, 2021. On November 2, 2016, PCDM Properties, LLC was incorporated under the laws of Louisiana. The Debtor's owns 6 residential single family rental properties. The Debtor's sole income comes from the rent collected on the 6 rental properties. Debtor made the contractual payments to the mortgage holders/servicers until some of its tenants began missing rental payments. Attempts to collect the past due rentals were made but in early 2020, COVID-19 restrictions have placed a moratorium on the eviction of residential tenants. The Debtor did not have sufficient cash flow to pay its secured obligations as they became due. On or about December 29, 2020, Gulf Coast Bank instituted a foreclosure proceeding seeking a sale of the properties located at 303 Doc Duhon Street, 209 Odile Street, 508 West Alexander Street and 302 Zilia Street. A Sheriff Sale was scheduled for April 14, 2021. On April 13, 2021, the Debtor filed this bankruptcy proceeding. After the filing of the bankruptcy petition, PCDM was authorized to continue in business under the protection of the Bankruptcy Code and to attempt to work out an arrangement with creditors on a plan for the repayment of its debts. The Plan will treat claims as follows: * Class 1 consists of all Priority tax claims. The Debtor will pay the priority tax claim to Sheriff, Lafayette Parish, Louisiana the sum of $2,598.28, in regular installments paid over a period not exceeding 5 years from the order for relief, unless the holder of such a 11 U.S.C. § 507(a)(8) priority tax claim agrees otherwise. Monthly payments are estimated to be $55.67 per month. * Class 2 consists of the Allowed Secured Claim of Home Bank, NA. The Allowed Secured Claim of the Home Bank will be amortized over 240 months and accrue interest at rate of 4.25% per annum from date until paid and will be satisfied by payments of 83 equal monthly payments in the amount of $376.59 each and one final payment on the 84th month in an amount equal to the entire unpaid balance of principal and interest then due shall be immediately due and payable. * Class 3 consists of the Allowed Secured Claim of U.S. National Bank as Trustee for Velocity Commercial Capital. The Allowed Secured Claim of the Velocity will be amortized over 360 months and accrue interest at rate of 5.5% per annum from date until paid and will be satisfied by payments of 83 equal monthly payments in the amount of $2,166.52 each and one final payment on the 84th month in an amount equal to the entire unpaid balance of principal and interest then due shall be immediately due and payable. * Class 4 consists of the Allowed Secured Claim of Gulf Coast Bank. The Allowed Secured Claim of the Gulf Coast Bank will be amortized over 240 months and accrue interest at rate of 5.5% per annum from date until paid and will be satisfied by payments of 83 equal monthly payments in the amount of $923.81 each and one final payment on the 84th month in an amount equal to the entire unpaid balance of principal and interest then due shall be immediately due and payable. To date, there have been no unsecured proofs of claim filed and PCDM is unaware of any unsecured and/or undersecured claims. Prior to the date on which the bankruptcy petition was filed, Penny Camel Duplechien was the 100% owner, managing member and person in control of the operations of the Debtor. During the pendency of this case, Penny Camel Duplechien will continue to serve as management of the Debtor. After the effective date of the order confirming the plan, Penny Camel Duplechien will maintain her 100% ownership of PCDM and continue as the managing member of PCDM. PCDM believes they will have sufficient income from employment to make payments to all creditors. PCDM has performed well during this Chapter 11 case and has sufficient income to make plan payments. PCDM's history shows that it can make the payments. A full-text copy of the Combined Plan and Disclosure Statement dated October 18, 2021, is available at https://bit.ly/2ZaYC5U from PacerMonitor.com at no charge. Attorney for PCDM Properties: DAVID PATRICK KEATING THE KEATING FIRM, APLC P.O. Box 3426 Lafayette, LA 70502 Phone: (337) 233-0300 Email: rick@dmsfirm.com About PCDM Properties PCDM Properties, LLC, file its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 21 50212) on April 13, 2021. At the time of filing, the Debtor disclosed $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. The Keating Firm, APLC serves as the Debtor's legal counsel. PEAK CUSTOM: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Peak Custom Fabrication, Inc. 155 Sutton Lane Colorado Springs, CO 80907 Business Description: Peak Custom Fabrication, Inc. -- https://www.peakcustomfab.com -- is a custom metal fabrication, and steel construction and erecting company serving Colorado, Arizona, Kansas, Nebraska, New Mexico, Oklahoma, Texas, Utah, and Wyoming. Chapter 11 Petition Date: October 21, 2021 Court: United States Bankruptcy Court District of Colorado Case No.: 21-15331 Judge: Hon. Thomas B. Mcnamara Debtor's Counsel: Keri L. Riley, Esq. KUTNER BRINEN DICKEY RILEY, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: 303-832-2400 Email: klr@kutnerlaw.com Total Assets: $1,188,504 Total Liabilities: $3,836,990 The petition was signed by Nick Gomes as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/L26NULQ/Peak_Custom_Fabrication_Inc__cobke-21-15331__0001.0.pdf?mcid=tGE4TAMA PHUNWARE INC: Closes Acquisition of Lyte Technology --------------------------------------------------- Phunware, Inc. has formally closed the acquisition of privately-held Lyte Technology, Inc., a provider of high performance computer systems. The Company financed the closing consideration of $3.32 million with cash on-hand and unsecured, non-dilutive debt. Lyte Technology Overview Founded in 2018, Lyte is a profitable, rapidly-growing system integrator that specializes in marketing and distributing custom, high-end computer systems off-the-shelf with advanced graphic processing units for gaming, streaming and cryptocurrency mining. Currently located in Illinois, Lyte employs over 25 people and ships thousands of computer systems per quarter to a unique customer network that has largely grown through word-of-mouth. Acquisition Summary and Rationale (Unaudited) * The total consideration for the acquisition consisted of cash and Company common stock valued at up to approximately $10.98 million, a portion of which is characterized as an earn-out payment contingent upon Lyte generating at least $12.00 million in net revenues for the one-year period post-closing. * No Company common stock was issued at closing. * Lyte enables Phunware to enter the high performance personal computer market, which JPR estimates is a $32 billion USD market that is expected to grow at a 20.4% CAGR over the next five years. * Complementary and synergistic go-to-market strategies exist, with no overlap in the companies' relevant partner or customer bases. * Lyte's customers represent gamers, developers, content creators and crypto enthusiasts who will support the adoption, scale and infrastructure required for Phunware to deploy its decentralized data economy powered by PhunCoin and PhunToken. * For the fourth quarter of fiscal 2021, Phunware expects to report net revenues exceeding $5.00 million. "Pre-acquisition, Q3 organic net revenues are expected to exceed 50% quarter-over-quarter growth sequentially when formally announced in mid-November, so this accretive inorganic acquisition puts us in a great position to not only continue that organic momentum in Q4, but also leverage a brand new, strategic distribution network for our recently announced blockchain initiatives," said Alan S. Knitowski, President, CEO and co-founder of Phunware. "Software exists at the pleasure of hardware, so much like Amazon invested in the resources necessary to deliver a global on-demand economy, Phunware is investing in the resources necessary to deliver a decentralized global data economy." "Since inception, our demand has always outpaced our supply, so I am excited to better resource and scale Lyte within an innovative public company that has a strategic focus on decentralizing data," said Caleb Borgstrom, founder and CEO of Lyte Technology. "I expect Lyte to materially contribute to Phunware’s operational and financial success rolling forward, while delivering a worldwide distributed network of high performance computing platforms to serve as decentralized oracles, validators and nodes that efficiently bridge the gap between external data on the existing web and blockchain-based applications on mobile." Financing Terms Phunware financed the acquisition with a combination of existing cash on-hand and unsecured debt. Phunware issued a Promissory Note to Streeterville Capital, LLC, borrowing $5.22 million at 0% interest with a 12-month maturity date. Beginning in January 2022, the Company will make equal monthly payments on the outstanding principal. Monthly payments will be made in cash and are subject to a 10% payment premium. In conjunction with closing the Note, the Company received net cash proceeds of $4.74 million. Joseph Gunnar & Co., LLC, served as placement agent for the transaction. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $22.20 million for the year ended Dec. 31, 2020, compared to a net loss of $12.87 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $34.21 million in total assets, $23.73 million in total liabilities, and $10.48 million in total stockholders' equity. POLK AZ: Case Summary & 6 Unsecured Creditors --------------------------------------------- Debtor: Polk AZ LLC 18444 N. 25th Ave., Ste. 420 Phoenix, AZ 85023 Business Description: Polk AZ LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 13, 2021 Court: United States Bankruptcy Court District of Arizona Case No.: 21-07693 Judge: Hon. Eddward P Ballinger Jr. Debtor's Counsel: Steven N. Berger, Esq. Michael P. Rolland, Esq. ENGELMAN BERGER, P.C. 2800 North Central Avenue, Suite 1200 Phoenix, Arizona 85004 Tel: (602) 271-9090 Fax: (602) 222-4999 Email: snb@eblawyers.com mpr@eblawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jean Gonzvar as designated representative. A copy of the Debtor's list of six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HUP7Z5Y/POLK_AZ_LLC__azbke-21-07693__0014.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UUZ2LZA/POLK_AZ_LLC__azbke-21-07693__0001.0.pdf?mcid=tGE4TAMA POLK AZ: Seeks to Hire Engelman Berger as Bankruptcy Counsel ------------------------------------------------------------ Polk AZ LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Engelman Berger, PC as its legal counsel. The firm will render these legal services: (a) advise the Debtor with respect to its powers and duties in the continued management and operation of its business and property; (b) represent the Debtor at the first meeting of creditors, initial debtor interview and all court hearings, adversary proceedings or contested matters that have been or may be filed herein; (c) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of this bankruptcy case; (d) assist the Debtor with the preparation of its schedules of assets and liabilities and statement of financial affairs; (e) advise the Debtor with respect to any contemplated sales of assets and/or business combinations, formulate and implement appropriate closing procedures for such transactions, and prepare and prosecute all motions and/or pleadings necessary to obtain the court's authorization for such transactions; (f) advise the Debtor with respect to any post-petition financing and cash collateral arrangements; negotiate, draft and prosecute all documents, motions and pleadings relating thereto; (g) advise the Debtor on all matters relating to the assumption, rejection or assignment of unexpired leases and executory contracts; (h) advise the Debtor with respect to legal issues arising in or relating to the Debtor's ordinary course of business; (i) take all necessary action to protect and preserve the Debtor's estate; (j) prepare, negotiate and take all actions necessary to obtain approval and/or confirmation of a disclosure statement, plan of reorganization and related agreements and documents; and (k) perform all other legal services relating to the administration and conduct of the Debtor's estate. The hourly rates of the firm's attorneys and staff are as follows: Steven N. Berger $600 Other Shareholders $350 - $600 Associates $250 - $350 Cindy Solomon, Certified Paralegal $200 The firm received a retainer of $3,000 from the Debtor for pre-bankruptcy services. In addition, the firm will seek reimbursement for expenses incurred. Steven Berger, Esq., an attorney at Engelman Berger, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven N. Berger, Esq. Michael P. Rolland, Esq. Engelman Berger, PC 2800 North Central Avenue, Suite 1200 Phoenix, AZ 85004 Telephone: (602) 271-9090 Facsimile: (602) 222-4999 Email: snb@eblawyers.com mpr@eblawyers.com About Polk AZ LLC Polk AZ LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-07693) on Oct. 13, 2021. Jean Gonzvar, designated representative, signed the petition. Judge Eddward P. Ballinger, Jr. oversees the case. Engelman Berger, PC, serves as the Debtor's counsel. PURDUE PHARMA: Asks Court OK to Pay Costs of Government Committees ------------------------------------------------------------------ Vince Sullivan of Law360 reports that bankrupt drugmaker Purdue Pharma LP asked for permission from a New York judge late Tuesday, October 19,2021, to pay $12. 4 million in fees and expenses incurred by committees of nonconsenting state and local governments during a Chapter 11 plan mediation process. In its motion, Purdue said the ad hoc group of nonconsenting states, the ad hoc committee of governmental entities and the multistate governmental entities group that participated in the mediation helped achieve agreements on the debtor's bankruptcy plan that was confirmed last September 2021. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. 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. QUANTUM VALVE: Jason Rae Appointed as Chapter 11 Trustee -------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas approved the appointment of Jason Rae as Chapter 11 Trustee for the estate of Quantum Valve and Oilfield Solutions, LLC, finding Mr. Rae eligible to serve in said position. Mr. Rae was appointed by U.S. Trustee for Region 6, William T. Neary. The appointment resulted from the Court's entry of an order granting the Unsecured Creditors' Committee's motion to appoint a Chapter 11 Trustee, or alternatively, convert to Chapter 7 the Debtor's case. A copy of the order is available for free at https://bit.ly/3vvSTDU from PacerMonitor.com. About Quantum Valve and Oilfield Solutions Quantum Valve and Oilfield Solutions, LLC, a Fort Worth, Texas-based company that provides support activities for the mining industry, filed a petition for Chapter 11 protection (Bankr. E.D. Tex. Case No. 21-40994) on July 12, 2021. In the petition signed by John Luke Reed, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Brenda T. Rhoades oversees the case. Christopher J. Moser, Esq. at Quilling, Selander, Lownds, Winslett and Moser, PC is the Debtor's legal counsel. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors in the Debtor's case on Aug. 10, 2021. The committee is represented by Okin Adams, LLP. Crestmark, as lender, is represented by Jaffe, Raitt, Heuer and Weiss. Jason Rae has been appointed as Chapter 11 Trustee for the Debtor's estate. REDWOOD EMPIRE: Taps Daniel McCoy of HVS Consulting as Appraiser ---------------------------------------------------------------- Redwood Empire Lodging, LP seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Daniel McCoy, a real estate appraiser at HVS Consulting and Valuation Services. Mr. McCoy's services include an appraisal of Best Western Plus located at 208 N. Lake Powell Boulevard, Page, Ariz.; expert testimony regarding his appraisal; and a review of any appraisal introduced by Pacific Premier Bank. Mr. McCoy will charge $400 per hour for pre-hearing consultation and conferences, and $500 per hour for any deposition, hearing, or trial testimony. As disclosed in court filings, neither Mr. McCoy and his firm are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel P. McCoy HVS Consulting and Valuation Services 8134 Big Bend Boulevard Webster Groves St. Louis, MO 63119 Phone: +1 (970) 215-0620 Email: DMcCoy@hvs.com About Redwood Empire Lodging Redwood Empire Lodging, LP owns and operates two hotels -- the Best Western Plus located at 208 N. Lake Powell Boulevard, Page, Ariz., and the Best Western Sonoma Winegrower's Inn located at 6500 Redwood Drive Rohnert Park, Calif. Redwood Empire Lodging filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 21-04678) on June 16, 2021, listing as much as $50 million in both assets and liabilities. Debra Heckert, member, signed the petition. Judge Eddward P. Ballinger, Jr. oversees the case. Isaac M. Gabriel, Esq., at Quarles & Brady, LLP is the Debtor's legal counsel. RELEVANT HOLDINGS: Resolves Objection to $300,000 DIP Financing --------------------------------------------------------------- Judge Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado approved the stipulation between Relevant Holdings, LLC and its creditors, Synergetic Oil Tools, Inc. and Brian Herman, resolving the creditors' objection to the Debtor's request to obtain $300,000 in postpetition financing from DIP Lenders, MKA Investments, LLC, TLL Investments, LLC and W&R Thomas, LLC. The Debtor on December 1, 2020, sought Court approval of a $300,000 loan to be provided by the DIP Lenders. On December 28, the Debtor executed the DIP Lending Agreements with the DIP Lenders, and three separate revolving promissory notes in favor of the Lenders, for a revolving credit line of up to $100,000 each. Pursuant to the First Stipulation, the Debtor has only drawn $150,000 of the funds under the DIP Lending Agreements. On September 8, 2021, the Debtor asked the Court to set a final hearing on the DIP Financing Motion to address Synergetic's Objection and authorize the Debtor to obtain the other one-half of DIP financing. The final hearing was scheduled for October 15, 2021. The parties stipulate that: * The Debtor is authorized to borrow from the DIP Lenders the $300,000 revolving credit under the previously executed DIP Lending Agreements, as set forth in the DIP Financing Motion; * The lien securing the DIP Financing will not attach to property if such property is later determined by the Court not to be property of the bankruptcy estate; * The lien securing the DIP Financing shall attach to property over which ownership is not disputed, including furniture, fixtures and equipment; * The Debtor may continue to sell inventory and use the proceeds pursuant to the cash projection, a copy of which is available at https://bit.ly/3B3A0cu from PacerMonitor.com free of charge; and * If it is determined that the inventory belongs to Synergetic, then it will be entitled to a super-priority administrative claim for the amount of the proceeds used. A copy of the Stipulation is available for free at https://bit.ly/3aOdeLe from PacerMonitor.com. Accordingly, the October 15 final hearing was vacated. A copy of the order is available for free at https://bit.ly/3n5WHI6 from PacerMonitor.com. About Relevant Holdings, LLC Relevant Holdings, LLC, dba Enercat USA, LLC, dba Relevant, LLC, filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-16717) on October 12, 2020. On the Petition Date, the Debtor disclosed $1 million to $10 million in both assets and liabilities. W. Tracy Fotiades, its president, signed the petition. Judge Michael E. Romero is assigned to the case. Weinman & Associates, P.C. is the Debtor's counsel. The firm may be reached through: Jeffrey A. Weinman, Esq. Weinman & Associates, P.C. 730 17th Street, Suite 240 Denver, CO 80202 Telephone: (303) 572-1010 Email: jweinman@weinmanpc.com ROCKDALE MARCELLUS: Committee Taps Pachulski as Lead Counsel ------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 cases of Rockdale Marcellus Holdings, LLC and Rockdale Marcellus, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Pachulski Stang Ziehl & Jones LLP as lead counsel. The firm will render these legal services: (a) assist, advise, and represent the committee in its consultations with the Debtors regarding the administration of these cases; (b) assist, advise, and represent the committee in analyzing the Debtors' assets and liabilities, validity of liens and financing arrangements; (c) assist, advise, and represent the committee in any manner relevant to review and determine the Debtors' rights and obligations under leases and other executory contracts; (d) assist, advise, and represent the committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors and their operations; (e) assist, advise, and represent the committee in its participation in the negotiation, formulation, and drafting of a plan of liquidation or reorganization; (f) advise the committee on the issues concerning the appointment of a trustee or examiner under section 1104 of the Bankruptcy Code; (g) assist, advise, and represent the committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules; (h) assist, advise, and represent the committee in the evaluation of claims and on any litigation matters; and (i) provide such other services to the committee as may be necessary or appropriate in these cases. The hourly rates of the firm's attorneys and staff are as follows: Partners $845 - $1,695 Of Counsel $695 - $1,275 Associates $695 - $750 Paraprofessionals $375 - $475 In addition, the firm will seek reimbursement for expenses incurred. The firm also provided the following responses to the questions set forth in Part D of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Not Applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period. Response: As committee counsel, Pachulski Stang Ziehl & Jones anticipates that the committee's professional fees will be initially governed by the court's various orders approving the Debtors' use of cash collateral, debtor-in-possession financing, and other relevant orders, (although such orders may not limit the professional fees incurred by the committee), subject to any rights that the committee may have to object if an agreement cannot be reached between the Debtors and the committee. The committee and its professionals reserve all rights to seek approval of committee professional fees. Bradford Sandler, Esq., a partner at Pachulski Stang Ziehl & Jones, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bradford J. Sandler, Esq. Robert J. Feinstein, Esq. Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 34th Floor New York, NY 10017 Telephone: (212) 561-7700 Facsimile: (212) 561-7777 Email: bsandler@pszjlaw.com rfeinstein@pszjlaw.com About Rockdale Marcellus Rockdale Marcellus is a northeast Pennsylvania natural gas driller. It owns and operates 66 producing wells on 42,897 net acres in three northeast Pennsylvania counties. On Sept. 21, 2021, Rockdale Marcellus, LLC and Rockdale Marcellus Holdings, LLC filed petitions for Chapter 11 protection (Bankr. W.D. Pa. Lead Case No. 21-22080). The Debtors' cases have been assigned to Judge Gregory L. Taddonio. Rockdale Marcellus, LLC listed $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Debtors tapped Reed Smith, LLP as bankruptcy counsel; Quinn Emanuel Urquhart & Sullivan, LLP as special litigation counsel; Houlihan Lokey Capital, Inc. as financial advisor and investment banker; and Huron Consulting Services, LLC as restructuring advisor. John C. DiDonato, managing director at Huron, serves as the Debtors' chief restructuring officer. Epiq is the claims and noticing agent and administrative agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Oct. 1, 2021. The committee tapped Pachulski Stang Ziehl & Jones, LLP as lead bankruptcy counsel; Whiteford Taylor & Preston LLP as local counsel; and Riveron RTS, LLC as financial advisor. ROCKDALE MARCELLUS: Committee Taps Riveron as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Rockdale Marcellus Holdings, LLC and Rockdale Marcellus, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Riveron RTS, LLC as financial advisor. Riveron RTS will render these services: (a) assistance in the analysis, review and monitoring of the restructuring process; (b) assistance in the assessment and monitoring of any sales process conducted on behalf of the Debtors and analysis of proposed consideration; (c) assistance in the review of financial information prepared by the Debtors; (d) assistance in the review of the Debtors' pre-bankruptcy financing structure; (e) assistance in the review of the Debtors' debtor-in-possession facility; (f) assistance in the review of tax issues; (g) assistance in the review of the Debtors' analysis business assets, the potential disposition or liquidation of the same, and assistance regarding the review and assessment of any sales process relating to same; (h) attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the committee and any other official committees organized in these Chapter 11 proceedings, the U.S. Trustee, other parties-in-interest and professionals hired by the same, as requested; (i) assistance in the review of financial related disclosures required by the court; (j) review the affirmation or rejection of various executory contracts; (k) assistance in the review and evaluation of the Debtors' employee retention and compensation plans; (l) assistance in the evaluation, analysis and forensic investigation of avoidance actions; (m) assistance in the prosecution of committee responses/objections to the Debtors' motions; (n) render such other general business consulting or such other assistance as the committee or its counsel may deem necessary that are consistent with the role of a financial advisor; and (o) assistance and support in the evaluation of restructuring, sale and liquidation alternatives. The hourly rates of the firm's attorneys and staff are as follows: Senior Managing Directors $955 - $1,350 Managing Directors $825 - $1,095 Directors $640 - $790 Senior Associates $490 - $625 Analysts $235 - $490 In addition, the firm will seek reimbursement for expenses incurred. Gary Barton, Esq., a managing director at Riveron RTS, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gary R. Barton Riveron RTS, LLC 909 Fannin Street, Suite 4000 Houston, TX 77010 Telephone: (713) 391-8498 Email: gary.barton@riveron.com About Rockdale Marcellus Rockdale Marcellus is a northeast Pennsylvania natural gas driller. It owns and operates 66 producing wells on 42,897 net acres in three northeast Pennsylvania counties. On Sept. 21, 2021, Rockdale Marcellus, LLC and Rockdale Marcellus Holdings, LLC filed petitions for Chapter 11 protection (Bankr. W.D. Pa. Lead Case No. 21-22080). The Debtors' cases have been assigned to Judge Gregory L. Taddonio. Rockdale Marcellus, LLC listed $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Debtors tapped Reed Smith, LLP as bankruptcy counsel; Quinn Emanuel Urquhart & Sullivan, LLP as special litigation counsel; Houlihan Lokey Capital, Inc. as financial advisor and investment banker; and Huron Consulting Services, LLC as restructuring advisor. John C. DiDonato, managing director at Huron, serves as the Debtors' chief restructuring officer. Epiq is the claims and noticing agent and administrative agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Oct. 1, 2021. The committee tapped Pachulski Stang Ziehl & Jones, LLP as lead bankruptcy counsel; Whiteford Taylor & Preston LLP as local counsel; and Riveron RTS, LLC as financial advisor. ROCKDALE MARCELLUS: Committee Taps Whiteford as Local Counsel ------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Rockdale Marcellus Holdings, LLC and Rockdale Marcellus, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Whiteford Taylor & Preston LLP as local counsel. The firm will render these legal services: (a) advise the committee regarding its rights, powers and duties; (b) advise the committee regarding any contemplated sale of assets or business combinations; (c) advise the committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors and their operations; (d) advise the committee on the issues concerning the appointment of a trustee or examiner under section 1104 of the Bankruptcy Code; (e) advise the committee in the evaluation of claims and on any litigation matters; (f) advise the committee regarding prepetition and post-petition financing and cash collateral arrangements and negotiate documents relating thereto; (g) advise the committee on matters relating to the Debtors' assumption, assumption and assignment and rejection of executory contracts and unexpired leases; (h) advise the committee on matters relating to the ordinary course of business; (i) review the nature and validity of any liens asserted against the Debtors' property and advise the committee concerning the enforceability of such liens; (j) negotiate and participate in the preparation of the Debtors' plan(s) of reorganization, related disclosure statement(s) and other related documents and agreements and advise and participate in the confirmation of such plan(s); (k) perform all other necessary legal services and provide all necessary legal advice to the committee in connection with the Chapter 11 cases; and (l) handle such other matters as may be requested by the committee and to which Whiteford agrees. The hourly rates of the firm's attorneys and staff are as follows: Michael J. Roeschenthaler, Partner $665 J. Daniel Vorsteg, Partner $635 Brandy M. Rapp, Partner $495 Daniel R. Schimizzi, Partner $455 Kelly E. McCauley, Associate $425 Paralegal $310 In addition, the firm will seek reimbursement for expenses incurred. Whiteford also provided the following responses to the questions set forth in Part D of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period. Response: As committee counsel, Whiteford Taylor & Preston anticipates that the committee's professional fees will be initially governed by the court's various orders approving the Debtors' use of cash collateral, debtor-in-possession financing, and other relevant orders, (although such orders may not limit the professional fees incurred by the committee), subject to any rights that the committee may have to object if an agreement cannot be reached between the Debtors and the committee. The committee and its professionals reserve all rights to seek approval of committee professional fees. Michael Roeschenthaler, Esq., a partner at Whiteford Taylor & Preston, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel R. Schimizzi, Esq. Michael J. Roeschenthaler, Esq. Scott M. Hare, Esq. Whiteford, Taylor & Preston, LLP 200 First Avenue, Third Floor Pittsburgh, PA 15222 Telephone: (412) 275-2401 Facsimile: (412) 275-2404 Email: mroeschenthaler@wtplaw.com share@wtplaw.com dschimizzi@wtplaw.com About Rockdale Marcellus Rockdale Marcellus is a northeast Pennsylvania natural gas driller. It owns and operates 66 producing wells on 42,897 net acres in three northeast Pennsylvania counties. On Sept. 21, 2021, Rockdale Marcellus, LLC and Rockdale Marcellus Holdings, LLC filed petitions for Chapter 11 protection (Bankr. W.D. Pa. Lead Case No. 21-22080). The Debtors' cases have been assigned to Judge Gregory L. Taddonio. Rockdale Marcellus, LLC listed $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Debtors tapped Reed Smith, LLP as bankruptcy counsel; Quinn Emanuel Urquhart & Sullivan, LLP as special litigation counsel; Houlihan Lokey Capital, Inc. as financial advisor and investment banker; and Huron Consulting Services, LLC as restructuring advisor. John C. DiDonato, managing director at Huron, serves as the Debtors' chief restructuring officer. Epiq is the claims and noticing agent and administrative agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Oct. 1, 2021. The committee tapped Pachulski Stang Ziehl & Jones, LLP as lead bankruptcy counsel; Whiteford Taylor & Preston LLP as local counsel; and Riveron RTS, LLC as financial advisor. ROMANS HOUSE: Trustee Taps Hossley & Embry as Special Counsel ------------------------------------------------------------- Michael McConnell, the appointed trustee in the Chapter 11 cases of Romans House, LLC and Healthcore System Management, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Hossley & Embry, LLP as special counsel. Hossley will render these legal services: (a) advise the trustee with respect to the rights and obligations regarding matters of insurance law and other applicable statutory, common law and regulatory schemes; (b) prepare legal papers in connection with the insurance claim; (c) perform all other legal services for and on behalf of the trustee that may be necessary or appropriate in connection with the insurance claim; and (d) any other matter that may arise in connection with the insurance claim. Hossley will be compensated on a contingency fee basis as follows: (a) 10 percent of the gross amount of any recovery if the claim is resolved and settled before six months from Hossley's claim submission to the insurance company; (b) 20 percent of the gross amount of any recovery if the claim was filed and it is currently in denial or in appraisal process prior to Hossley's engagement; (c) 33.33 percent of the gross amount of any recovery if the case is resolved and settled after a lawsuit is filed by Hossley on the trustee's behalf. In addition, the firm will seek reimbursement for expenses incurred. Chris Peirce, Esq., a member of Hossley & Embry, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Chris Peirce, Esq. Hossley & Embry LLP 515 S. Vine Ave. Tyler, TX 75702 Telephone: (903) 526-1772 Facsimile: (903) 526-1773 Email: cpeirce@hossleyembry.com About Romans House Based in Forth Worth, Texas, Romans House, LLC operates Tandy Village Assisted Living, a continuing care retirement community and assisted living facility for the elderly in Fort Worth, Texas. Its affiliate, Healthcore System Management, LLC, operates Vincent Victoria Village Assisted Living, also an assisted living facility for the elderly. Romans House and Healthcore System Management sought Chapter 11 protection (Bankr. N.D. of Texas Case No. 19-45023 and 19-45024) on Dec. 9, 2019. At the time of the filing, Romans House had between $1 million and $10 million in both assets and liabilities. Meanwhile, Healthcore System Management disclosed total assets of up to $10 million and total liabilities of up to $50 million. The Hon. Edward L. Morris is the case judge. Demarco Mitchell, PLLC and Levene, Neale, Bender, Yoo & Brill L.L.P. serve as the Debtors' legal counsel. Michael McConnell is the Chapter 11 trustee appointed in the Debtors' bankruptcy cases. The trustee tapped Kelly Hart & Hallman, LLP as bankruptcy counsel and Hossley & Embry, LLP as special counsel. ROSCOE GUITARS: Seeks Approval to Hire Blake Gecinger as Accountant ------------------------------------------------------------------- Roscoe Guitars, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Blake Gecinger, an accountant practicing in High Point, N.C. The services to be provided by the accountant include the preparation of tax returns, financial and accounting advice, and bookkeeping services. Mr. Gecinger will bill $120 per hour for payroll and bookkeeping services and $240 per hour for tax preparation and business counseling. In court papers, Mr. Gecinger disclosed that he is a disinterested person as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Blake Gecinger, EA Gecinger Tax & Accounting 4045 Premier Drive, Suite 200 High Point, NC 27265 Phone: 336-852-0531 Email: blake@gecinger.com Roscoe Guitars, Inc. filed its voluntary petition for Chapter 11 protection (Bankr. M.D.N.C. Case No. 21-10520) on Sept. 27, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Keith B. Roscoe, president, signed the petition. Judge Lena M. James oversees the case. Dirk W. Siegmund, Esq., at Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP and Blake Gecinger of Gecinger Tax & Accounting serve as the Debtor's legal counsel and accountant, respectively. RUBY JUDE: Seeks to Hire Belmont Firm as Legal Counsel ------------------------------------------------------ Ruby Jude City, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ The VerStandig Law Firm, LLC, doing business as The Belmont Firm, as its legal counsel. The firm will render these legal services: (a) prepare and file all necessary legal papers; (b) negotiate with creditors, equity holders, and other interested parties; (c) represent the Debtor in any adversary proceedings, contested matters, and other proceedings before this honorable court; (d) prepare a plan of reorganization on behalf of the Debtor; and (e) other necessary legal services. The hourly rates of the firm's attorneys and staff are as follows: Partners $400 Associates $200 Paralegals $100 Maurice B. VerStandig, Esq., a member of The Belmont Firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Maurice B. VerStandig, Esq. The Belmont Firm 1050 Connecticut Avenue, NW, Suite 500 Washington, DC 20036 Telephone: (202) 991-1101 Email: mac@dcbankruptcy.com About Ruby Jude City Ruby Jude City LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 21-00254) on Oct. 17, 2021, listing under $1 million in both assets and liabilities. Judge Elizabeth L. Gunn oversees the case. The Belmont Firm serves as the Debtor's legal counsel. RYBEK DEVELOPMENTS: Taps Robert Romanet as Real Estate Agent ------------------------------------------------------------ Rybek Developments, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Robert Romanet, a real estate agent at Kenneth James Realty, Inc., to market and sell its real property located at 1916 East Hayden Lane, Tempe, Ariz. Mr. Romanet will receive a commission of 6 percent of the property's total sales price subject to reduction by up to 3 percent to be paid to buyer's broker, if any. Mr. Romanet disclosed in a court filing that he has no interest adverse to the Debtor. The firm can be reached through: Robert Romanet Kenneth James Realty, Inc. 555 North College Avenue, Suite 1033 Tempe, AZ 85281 Telephone: (480) 455-9003 About Rybek Developments Rybek Developments, LLC filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 21-07697) on Oct. 13, 2021, listing as much as $1 million in both assets and liabilities. Judge Daniel P. Collins oversees the case. Allan D. NewDelman, P.C. serves as the Debtor's legal counsel. SCRATCH SERVICE: Seeks to Hire Alla Kachan as Bankruptcy Counsel ---------------------------------------------------------------- Scratch Service Corp. 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 Scratch Service Corp. Scratch Service Corp., a Sunnyside, N.Y.-based company that provides taxi and limousine services, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-41892) on July 27, 2021, listing $403,093 in assets and $1,614,996 in liabilities. Mitchell Cohen, president of Scratch Service Corp., signed the petition. Judge Nancy Hershey Lord oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C. and Wisdom Professional Services Inc. serve as the Debtor's legal counsel and accountant, respectively. SCRATCH SERVICE: Taps Wisdom Professional Services as Accountant ---------------------------------------------------------------- Scratch Service Corp. 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. The firm will charge $275 per report for its services. As disclosed in court filings, Wisdom Professional Services is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Shtarkman, CPA Wisdom Professional Services Inc. 626 Sheepshead Bay Road, Suite 640 Brooklyn, NY 11224 Phone: +1 718-554-6672 Email: michael@shtarkmancpa.com mshtarkmancpa@gmail.com About Scratch Service Corp. Scratch Service Corp., a Sunnyside, N.Y.-based company that provides taxi and limousine services, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-41892) on July 27, 2021, listing $403,093 in assets and $1,614,996 in liabilities. Mitchell Cohen, president of Scratch Service Corp., signed the petition. Judge Nancy Hershey Lord oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C. and Wisdom Professional Services Inc. serve as the Debtor's legal counsel and accountant, respectively. SCS HOLDINGS: S&P Places 'B' ICR on CreditWatch Positive -------------------------------------------------------- S&P Global Ratings placed its ratings on value-added reseller Sirius Computer Solutions, including the 'B' issuer credit rating, on CreditWatch with positive implications. S&P expects to resolve its CreditWatch when the transaction closes. S&P said, "The CreditWatch placement reflects our belief that the pending acquisition of Sirius by CDW will likely result in all Sirius debt being repaid. The company expects the transaction to close in December 2021. "We will resolve the CreditWatch over the next 90 days or at transaction close once we have further details on the new capital structure. If all debt is repaid, we would expect to withdraw all existing ratings on Sirius." SILVER PLAZA: Wins Cash Collateral Access ----------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington in Seattle has authorized Silver Plaza, LLLP to use cash collateral on an interim basis in accordance with the budget. Snohomish County, WADOT Capital, Inc., Tapson, LLC, and Yi Qiao, Ambleside Holdings USA Inc, and De Xiang Holding LTD may assert an interest in the cash collateral. The Debtor is authorized to pay nunc pro tunc these regular and ongoing monthly expenses from any rents it receives, to the extent of cash availability: a. 1688 Management, Inc. -- $1878.40 per month b. Alarm Technology -- $65.88 per month The Debtor will otherwise only use Cash Collateral to pay post-petition operating expenses and obligations directly relating to the preservation and protection of the Collateral and operation of the Debtor's business. No operating expenses will be paid to persons or entities related to the Debtor. Any unpaid monthly operating expenses not paid from ongoing rents will be preserved as administrative claims in these proceedings. All Secured Creditors will retain all of their pre-petition security interests in all prepetition collateral and the order does not impair, modify, or affect the priority of secured claims against the estate. As adequate protection, Replacement Liens in the same type of collateral held pre-petition are granted to all existing secured creditors in their pre-petition rank priority, and will be valid, perfected and enforceable security interests and liens on the Cash Collateral and post-petition proceeds thereof without further filing or recording of any document or instrument or any other action. No further documentation will be necessary to evidence or perfect the lien or to give notice to third parties of the same. A copy of the order is available at https://bit.ly/3aVdTdS from PacerMonitor.com. About Silver Plaza Silver Plaza, LLLP owns a commercial property in Everett, Washington. It filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 21-11592) on Aug. 19, 2021, listing $4,023,261 in assets and $6,556,398 in liabilities. Rongfang Chan, as managing partner, signed the petition. Judge Marc Barreca oversees the case. The Debtor tapped Vortman & Feinstein as legal counsel. SPICE MUST FLOW: May Use PS Funding & Pantheon Cash Collateral -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina has authorized The Spice Must Flow, LLC to use the cash collateral of PS Funding, Inc. and Pantheon Capital Advisors, Inc. in the ordinary course of its business, pursuant to the budget, through 11:59 p.m. on November 18, 2021. Judge George R. Hodges, however, denied the Debtor access to the cash collateral of Shellpoint Mortgage Servicing, Inc., without prejudice to the Debtor seeking further Court approval. As adequate protection, PS Funding and Pantheon are granted security interests in and liens on all postpetition assets of the Debtor, of the same type and to the same extent and validity as the liens and encumbrances of the Lender, attaching to the Debtor's assets prepetition. Moreover, the Debtor will make adequate protection payments to PS Funding for $750 to be applied to the debt associated with the 50 Newfound Rd. property, and $1,250 to be applied to the debt related to the 41 McKinney Dr. property. The initial payment was due by September 30. Subsequent payments are due by the last business day of each month thereafter. The Debtor will also escrow or prepay funds for ad valorem taxes equal to 1/12 of the yearly amount due on each property. A final hearing on the use of cash collateral is scheduled for November 17 at 9:30 a.m. A copy of the order is available and the Debtor's budget is available for free at https://bit.ly/3lZ6MHI from PacerMonitor.com. The budget provided for total expenses of $13,540.84 for October 2021 and $9,965.84 for November 2021. About The Spice Must Flow The Spice Must Flow, LLC, an Asheville, N.C.-based company, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case 21-10135) on July 6, 2021. Shawn Thomas Johnson, member and manager, signed the petition. At the time of filing, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $1 million. Judge George R. Hodges presides over the case. Ivey, Mcclellan, Siegmund, Brumbaugh & McDonough, LLP, serves as the Debtor's legal counsel. STONEYS KINGFISHERS: Seeks to Tap McNamee Hosea as Legal Counsel ---------------------------------------------------------------- Stoneys Kingfishers Seafood House, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ the law firm of McNamee Hosea, PA as its legal counsel. The firm will render these services: (a) prepare and file bankruptcy schedules, statement of affairs and other documents required by the court; (b) represent the Debtor at the initial interview and meeting of creditors; (c) advise the Debtor in connection with the formulation, negotiation and promulgation of plans of reorganization and related documents; (d) advise and assist the Debtor in the negotiation and documentation of financing agreements, debt restructurings and related transactions; (e) review the validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens; (f) prepare legal papers; and (g) perform all other legal services that may be necessary in this Chapter 11 case and the Debtor's business. The hourly rates of the firm's attorneys and staff are as follows: Partners $375 Associates $325 Paralegal $105 Steven Goldberg, Esq., a member of McNamee Hosea, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven L. Goldberg, Esq. McNamee Hosea, PA 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Telephone: (301) 441-2420 Facsimile: (301) 982-9450 Email: sgoldberg@mhlawyers.com About Stoneys Kingfishers Seafood House Solomons, Md.-based Stoneys Kingfishers Seafood House, Inc. filed a petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-16577) on Oct. 18, 2021, listing up to $10 million in both assets and liabilities. The law firm of McNamee Hosea, PA serves as the Debtor's legal counsel. SUNDANCE ENERGY: Searches for Buyer After Bankruptcy Exit, Oil Rose ------------------------------------------------------------------- Rachel Butt and Kiel Porter of Bloomberg Law report that Sundance Energy is sounding out potential buyers after the oil and gas company slashed over $250 million of debt through bankruptcy earlier this 2021, according to people with knowledge of the situation. Closely-held Sundance has hired bankers to run the sale process and is seeking bid proposals by December, said the people, who asked not to be identified because the matter is private. Sundance's assets span across roughly 38,000 acres in the Eagle Ford, with 80% being liquids, the people said. Average net production is expected to reach 12,000 barrels. About Sundance Energy Sundance Energy Inc. -- http://www.sundanceenergy.net/-- is an independent energy exploration and production company located in Denver, Colorado. The Company is focused on the acquisition and development of large, repeatable oil and natural gas resource plays in North America. Current activities are focused in the Eagle Ford. On March 9, 2021, Sundance Energy, Inc. and 3 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 21-30882). The Honorable David R. Jones is the case judge. The Debtors tapped Latham & Watkins LLP and Hunton Andrews Kurth LLP as counsel and Miller Buckfire & Co., LLC as investment banker; and FTI Consulting Inc. as financial advisor. Prime Clerk LLC is the claims agent. Haynes & Boone LLP, and Opportune LLP advise Toronto Dominion (Texas) LLC, which currently serves as successor administrative agent under the Prepetition RBL Facility. K&L Gates LLP, is counsel to ABN AMRO Capital USA, LLC. Luskin, Stern & Eisler LLP, is counsel to Credit Agricole Corporate and Investment Bank. Morgan Stanley Capital Administrators, Inc., is advised by Simpson Thacher & Bartlett LLP, Locke Lord LLP, and Houlihan Lokey Capital, Inc. SWEET BRIAR COLLEGE: S&P Raises 2006 Rev. Refunding Bond to 'BB' ---------------------------------------------------------------- S&P Global Ratings raised its long-term rating on Amherst Industrial Development Authority, Va.'s series 2006 educational facilities revenue refunding bonds, issued for Sweet Briar College (Sweet Briar or SBC) to 'BB' from 'BB-'. The outlook is stable. Sweet Briar's total debt outstanding as of its latest audited fiscal year ended June 30, 2020, was about $12.2 million including a minor amount of capital leases. All bonded indebtedness is fixed rate and is secured by an unconditional general obligation (GO) pledge of the college. "The upgrade and outlook reflect Sweet Briar's slowly improving enrollment, including positive year-over-year full-time equivalent enrollment for each of the three fall enrollment periods ended in fall 2020, positive net tuition revenue growth in fiscal 2020 after decline in the two preceding years, improved management and governance and adequate financial resources with a moderate debt burden," said S&P Global Ratings credit analyst Ken Rodgers. S&P said, "The stable outlook reflects our view that while Sweet Briar has improved in many respects it remains vulnerable due to its low enrollment and dependency on fundraising to support ongoing operations. Our view reflects our expectation that enrollment will show minor improvement, financial performance will remain modestly profitable, and no additional debt will be issued in the next year thereby preserving some flexibility afforded by maintaining healthy available resources." TERRA MANAGEMENT: Seeks to Hire Brownstein as Bankruptcy Counsel ---------------------------------------------------------------- Terra Management Group, LLC and Littleton Main Street, LLC seek approval from the U.S. Bankruptcy Court for the District of Colorado to hire Brownstein Hyatt Farber Schreck, LLP to serve as legal counsel in their Chapter 11 cases. The firm's services include: a. assisting in the preparation of the Debtors' bankruptcy schedules, statement of financial affairs and pleadings necessary to comply with the Bankruptcy Code; b. assisting in the preparation of the Debtors' plan of reorganization and disclosure statement; c. preparing legal papers; d. representing the Debtors in adversary proceedings and contested matters related to their bankruptcy cases; e. providing legal advice with respect to the Debtors' rights, powers, obligations and duties in the continuing operation of their business and administration of their estate; f. representing the Debtors in litigation whether in state or federal court, including the pending litigation in the Colorado district court captioned Kathleen Keaten and Delaney Keaten v. Terra Management Group, LLC and Littleton Main Street LLC d/b/a Main Street Apartments, Case No. 2019CV32566, and an appeal of any judgment entered in that case against the Debtors; and g. providing other necessary legal services. The firm's hourly rates are as follows: Michael J. Pankow $765 per hour Christopher Murray $635 per hour Julian Ellis $440 per hour Amalia Sax-Bolder $425 per hour Sean Cuff $360 per hour Sheila Grisham, Paralegal $345 per hour As disclosed in court filings, Brownstein is a "disinterested person" within the meaning of Bankruptcy Code Section 101(14). The firm can be reached through: Michael J. Pankow, Esq. Brownstein Hyatt Farber Schreck, LLP 410 Seventeenth Street Denver, CO 80202 Tel: (303) 223-1100 Email: mpankow@bhfs.com About Terra Management Group and Littleton Main Street Terra Management Group, LLC is an Englewood, Colo.-based company engaged in activities related to real estate. Terra Management Group and Littleton Main Street, LLC filed their voluntary petitions for Chapter 11 protection (Bankr. D. Colo. Case No. 21-15245) on Oct. 15, 2021. J. Marc Hendricks, president and manager of Terra Management Group, signed the petitions. In their petitions, Terra Management Group listed up to $100,000 in assets and up to $50 million in liabilities while Littleton listed as much as $50 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP serves as the Debtor's legal counsel. THE HAYWORTH: Maltz to Hold Public Auction on Jan. 10, 2022 ----------------------------------------------------------- Pursuant to (a) Section 9-610 of the Uniform Commercial Code as adopted in the State of New York, (b) that certain (i) amended and restated mezzanine loan and security agreement ("mezzanine loan agreement"), by and among Moo Three LLC ("mezzanine borrower") and 86th Street Lender LLP as administrative agent for and on behalf of the lenders ("secured party"); (ii) amended and restated senior loan and security agreement, by and among Monty Two East 86th Street Associates LLC ("Monty Two") and Monty Three East 86th Street Associates LLC ("Monty Three", together with Monty Two, "Mortgage Borrower"), administrative agent and lenders; (iii) amended and restated building loan and security agreement, by and among mortgage borrower, administrative agent and lenders; and (iv) amended and restated project loan and security agreement, by and among mortgage borrower and administrative agent, Security Party will offer for sale to the public in a public auction to be conducted both in person and via audio/video teleconference to the live auction: a) 100% of the limited liability company interests in the Mortgage Borrower; and b) certain related rights and property including without limitation, that certain property known as The Hayworth, located at 1289 Lexington Avenue at the Northeast corner of 86th Street (115 East 86th Street)("pledged collateral"). The mezzanine loan is subordinate to the mortgage loan on the property in the cumulative original principal amount of $138 million. The sale of the collateral will take place on Jan. 10, 2022, at 10:00 a.m. (New York Time) in the offices of Cushman & Wakefield, 1290 Avenue of the Americas, New York, New York 10104-6178. The sale will be a public auction to the highest qualified bidder. The pledged collateral will be sold as a block, and will not be divided or sold in any lesser amounts. The public sale will be conducted by: Richard B. Maltz David A. Constantino 39 Windsor Place Central Islip, NY 11722 Maltz Auctions Tel: (516) 349-7022 Fax: (516) 349-0105 E-mail: info@MaltzAuctions.com Cushman & Wakefield can be reached at: Cushman & Wakefield Attn: Amy Brooks 1290 Avenue of the Americas New York, NY 10104-6178 Tel: (212) 841-7728 (212) 841-7500 Cel: (516) 578-2983 E-mail: amy.brooks@cushwake.com TOP NOTCH HEALTHCARE: Seeks to Hire The Lane Law Firm as Counsel ---------------------------------------------------------------- Top Notch Healthcare Assistance, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Lane Law Firm, PLLC as counsel. The firm will render these legal services: (a) assist, advise and represent the Debtor relative to the administration of its Chapter 11 case; (b) analyze the Debtor's assets and liabilities, investigate the extent and validity of lien and claims, and participate in and review any proposed asset sales or dispositions; (c) attend meetings and negotiate with representatives of secured creditors; (d) assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before the bankruptcy court, the appellate courts, and other courts; and (g) perform all other necessary legal services. The hourly rates of the firm's attorneys and staff are as follows: Robert C. Lane $375 Supervising Attorneys $300 Associate Attorneys $250 Paraprofessionals $150 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm received $12,500 from the Debtor as payment for financial advice and representation. Robert Lane, Esq., a partner at The Lane Law Firm, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert C. Lane, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com About Top Notch Healthcare Assistance Top Notch Healthcare Assistance, LLC, a provider of nursing services to elderly and disabled individuals, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-33376) on Oct. 15, 2021. In the petition signed by John Garner, owner and president, the Debtor disclosed up to $100,000 in assets and liabilities. Judge Jeffrey P. Norman oversees the case. The Lane Law Firm, PLLC serves as the Debtor's legal counsel. TRANSMONTAIGNE OPERATING: S&P Assigns 'B+' ICR on Debt Issuance --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-'issue-level and a '2 (85%)' recovery ratings to the senior secured term loan at TransMontaigne Operating Co. L.P. (TM OpCo). The '2' recovery rating indicates its expectation for a substantial recovery in the event of default. S&P said, "At the same time, we lowered our issuer-credit rating at TransMontaigne Partners to 'B+' from 'BB-'. The outlook is stable. "We also lowered our rating on the senior unsecured notes to 'B-' with a '6' (0%) recovery from 'B+' with a '5' (25%) recovery rating. The '6' recovery rating indicates our expectation for negligible recovery in the event of default. "The stable outlook reflects our expectations that pro forma EBITDA generation will increase to the $215 million-$230 million range in 2022, resulting in consolidated adjusted leverage above 7.5x in 2021 and trending toward 7x in 2022 as new projects become operational." TM OpCo has issued a $1 billion term loan and a $150 million revolving credit facility, undrawn at close, which it will use to fund the acquisition of SeaPort Financing, an Arclight Fund VI portfolio company. Proceeds from the transaction will also be used to repay approximately $350 million outstanding on the existing revolving credit facility at TLP, partially repay $173 million on the existing term loan B at Holdings, pay down outstanding debt at SeaPort, and fund a distribution to Pike Petroleum, the owner of Holdings. The SeaPort assets are integrated infrastructure serving the refined products and renewable fuel markets of the Pacific Northwest. SeaPort owns 100% of the Sound terminal as well as 51% of the Seattle and Portland terminals and 30% of Olympic Pipeline and Bayview terminal via joint ventures with BP. S&P expects the acquisition to generate $40 million-$45 million in run-rate EBITDA, mostly from long-term take-or-pay contracts or Federal Energy Regulatory Commission-regulated tariffs. SeaPort's revenues are 100% contracted with high credit quality counterparties. Pro forma for the acquisition, the company will have a presence in seven strategic locations across the U.S., with 43.4 million barrels of storage capacity, 55 terminal facilities, and three pipeline systems. The combination will further enhance the scale and diversification of TM OpCo. S&P said, "Our assessment of TM OpCo's business risk is supported by the company's limited commodity-price exposure and highly predictable cash flows, with about 80% of revenues coming from firm commitments with creditworthy offtakers. However, its overall contract profile has somewhat declined over time, with approximately 63% of contracts coming due in three years or less, compared to about 48% in 2018. Despite the average tenor of contracts shortening, the contracts are evergreen in nature and the company has an established record of renewing contracts as they come due. In our view, the improvements from the acquisition are somewhat offset by a marginally weaker contract structure. "We consider consolidated leverage in our analysis of TM OpCo as its parent companies rely on it to service their debt. There are no additional assets at the parent entities but there is debt at the Holdings level and approximately $300 million of senior unsecured debt at TLP pro forma for the transaction. TLP's consolidated financials are representative of TM OpCo's financial situation as TLP is just a pass-through entity. Pro forma for the transaction, we now expect consolidated leverage, inclusive of Holdings, to be over 7.5x in 2021 and approaching 7x in 2022. We expect the new assets to generate incremental EBITDA in the future years and expect adjusted EBITDA to be in the $210 million–$230 million range through 2023. Positively, we expect the company to sweep excess cash flows against the new term loan at TM OpCo. Although we expect the company to fully repay the existing revolving credit facility at TLP and repay a portion of the existing term loan at Holdings, the $1 billion term loan at TM OpCo elevates consolidated credit metrics so that consolidated adjusted debt to EBITDA of TLP remains above 6.5x during our forecasted period. As a result, we lowered our rating at TLP by one-notch. This constrains the credit quality of TM OpCo, which we view to have a stand-alone credit profile of 'bb-.' That said, with minimal forecast capital expenditures in 2022, we expect TM OpCo to generate at least $130 million in free operating cash flow. "The stable outlook reflects our expectations that proforma EBITDA generation will grow to the $215 million-$230 million range in 2022, resulting in consolidated adjusted leverage above 7.5x in 2021 and trending toward 7x in 2022 as new projects become operational. "We could consider a negative rating action if consolidated adjusted debt remains elevated above 7.5x, which could occur if it is unsuccessful in renewing a significant number of firm contracts at maturity." Higher ratings are unlikely in the next two years but could occur if the company significantly improves its size and scope. This could also occur if TransMontaigne aggressively reduced consolidated adjusted leverage trending toward 5.5x. TYNDALL PARKWAY: Taps Adjusters International as Insurance Adjuster ------------------------------------------------------------------- Tyndall Parkway Apartments, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Adjusters International, a Melbourne, Fla.-based insurance adjuster. The Debtor needs the firm's services in connection with its claims for damage to its property. Adjusters International will be paid 10 percent of the gross amounts adjusted or otherwise recovered from the insurance claims. In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Pat Cuccaro, an insurance adjuster at Adjusters International, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Pat Cuccaro Adjusters International 6767 North Wickham, Suite 501 Melbourne, FL 32940 Telephone: (800) 858-3900 Facsimile: (321) 255-1142 About Tyndall Parkway Apartments Tyndall Parkway Apartments, LLC, a Panama City, Fla.-based company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 21-50044) on May 25, 2021. In the petition signed by Edward E. Wilczewski, president, the Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge Karen K. Specie oversees the case. The Debtor tapped Stichter, Riedel, Blain & Postler, PA as bankruptcy counsel and Beggs & Lane, RLLP as special counsel. U.S. TOBACCO: Hits Stubbs & Perdue Over Solicitation Letters ------------------------------------------------------------ U.S. Tobacco Cooperative, Inc. has criticized an attempt by Stubbs & Perdue, P.A. to solicit interests from tobacco growers who might be willing to serve on a special committee that will represent members of the cooperative in its Chapter 11 case. According to U.S. Tobacco's attorney, Rebecca Redwine, Esq., at Hendren, Redwine & Malone PLLC, Stubbs & Perdue sent three solicitation letters to member-growers between Aug. 26 and Oct. 11. "These solicitation letters are deceptive especially in light of the plan now on file with the court," Ms. Redwine said, referring to the proposed Chapter 11 plan that the cooperative filed on Oct. 8. "For example, the October 11th letter implies that the formation of a committee comprised of current member-growers who are unimpaired under the plan is necessary to save the tobacco cooperative and for the cooperative to stay in business. These two precise objectives have been the imperative of the professionals retained by the [cooperative] since day one. Letters such as these merely distract from these objectives," the attorney said in court papers. Ms. Redwine said the cooperative might in the future request the U.S. bankruptcy administrator or the court to investigate the legitimacy of the solicitation process. On Aug. 27, Stubbs & Perdue asked the U.S. Bankruptcy Court for the Eastern District of North Carolina to approve the formation of a special committee to eliminate the need for individual participation by over 500 current member-growers. The law firm made the request on behalf of a group comprised of current members of U.S. Tobacco Cooperative who grow leaf tobacco for purchase by the cooperative under an annual marketing agreement. About U.S. Tobacco Cooperative U.S. Tobacco Cooperative Inc. produces U.S. flue-cured tobacco grown by more than 500 member growers in Florida, Georgia, South Carolina, North Carolina, and Virginia. Member-grown tobacco is processed and sold as raw materials to cigarette manufacturers worldwide. U.S. Tobacco Cooperative and affiliates sought Chapter 11 protection (Bankr. E.D.N.C. Lead Case No. 21-01511) on July 7, 2021. In the petition signed by Keith H. Merrick, chief financial officer, U.S. Tobacco Cooperative estimated assets of between $100 million and $500 million and estimated liabilities of between $100 million and $500 million. Judge Joseph N. Callaway oversees the cases. The Debtors tapped Hendren, Redwine & Malone, PLLC as bankruptcy counsel, and McGuireWoods, LLP and Robinson, Bradshaw & Hinson, P.A. as special counsel. BDO Consulting Group, LLC, SSG Advisors, LLC and CliftonLarsonAllen serve as the Debtors' financial advisor, investment banker and accountant, respectively. US ECOLOGY: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Neg. ---------------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on US Ecology Inc., including its 'BB-' issuer credit rating. The negative outlook reflects the potential that S&P will lower the ratings on US Ecology in the next few quarters if it is unable to improve its S&P Global Ratings-adjusted debt leverage below its current level of about 5x. US Ecology's operating results have been a bit weaker than S&P previously expected, though it anticipates they will likely improve in 2022. The inflationary cost environment and weakness in the company's Energy Waste segment negatively affected its operating results over the past few quarters. Specifically, US Ecology's first-half 2021 EBITDA was about 10% lower year over year, primarily due to lower events business and inflationary labor cost pressures. S&P said, "Given our expectation for flat to slightly reduced EBITDA in 2021 relative to the previous year, we expect the company's S&P Global Ratings-adjusted debt to EBITDA to be in the 4.5x-5.0x range through the end of 2021, which is modestly weaker than we previously expected. Still, we consider these credit measures to be appropriate for the 'BB-' rating and in line with our expectation for leverage in the 4x-5x range. We forecast US Ecology will moderately improve its EBITDA and credit measures in 2022, which reflects our expectation for a moderating cost environment, increasing prices, and some recovery in its events business. We also believe the company's earnings will benefit from the recent strength in the oil and gas market, as well as its realization of certain synergies from its November 2019 acquisition of NRC Group." S&P believes the company's financial policies will remain supportive of its credit quality. A key factor underpinning our rating on US Ecology is our belief that management will prioritize using its free cash flow to deleverage its balance sheet rather than for inorganic growth or shareholder rewards. S&P bases this expectation, in part, on the company's elevated focus on deleveraging following its acquisition of NRC Group, along with its public longer-term leverage target of 2.0x-2.5x. S&P expects the company to remain in compliance with its covenants over the next year, albeit with a modest cushion. In June 2021, US Ecology amended its credit facility to extend the maturity date and provide it with additional flexibility under its net leverage covenant (5.25x requirement as of June 2021). The covenant steps down to 5.00x for the period ended September 2021 and tightens further in 2022. Despite this amendment, S&P expects US Ecology's headroom under its covenant to be relatively tight, with an EBITDA cushion of 15% or below, over the next few quarters. S&P said, "The negative outlook on US Ecology reflects our belief that its debt leverage will remain elevated but in line with our expectations for the rating through the end of 2021 before improving in 2022. Specifically, we expect the company's debt to EBITDA to be in the 4.5x-5.0x range through the end of 2021. Additionally, while we expect US Ecology to remain in compliance with its covenants, its EBITDA headroom is a bit tighter than what we typically see at companies we rate 'BB-'. "We could lower our ratings on US Ecology in the next few quarters if a sustained decline in its business prospects causes its debt leverage to deteriorate and remain about 5x on a sustained basis. This could occur if the company's EBITDA margins fall by about 300 basis points (bps) relative to our base-case assumption and it reports modestly weaker-than-expected revenue growth. We could also consider lowering our rating if we believe US Ecology's EBITDA cushion under its net leverage covenant or its liquidity position have declined materially. "We could revise our outlook on US Ecology to stable in the next few quarters if its overall level of business activity begins to stabilize such that it sustains leverage of less than 5x for several quarters. This could occur if the company meets our base-case expectations, which include moderate revenue growth and improving EBITDA in 2022. If this occurs, we also believe it would improve the US Ecology's covenant cushion despite the scheduled step downs starting in 2022." VERDANT HOLDINGS: Seeks Approval to Hire Gift CPAs as Accountant ---------------------------------------------------------------- Verdant Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Gift, CPAs to prepare its financial reports and provide other accounting services. Gift will charge a flat fee of $200 per month for its accounting services. James Schuck, a certified public accountant and the accounting manager at Gift CPAs, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James A. Schuck, CPA Gift CPAs 1205 Manor Drive Mechanicsburg, PA 17055 Telephone: (717) 766-3555 About Verdant Holdings Carlisle, Pa.-based Verdant Holdings, LLC filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Penn, Case No. 21-01938) on Sept. 2, 2021, disclosing up to $50 million in assets and up to $10 million in liabilities. David Goldsmith, managing director, signed the petition. Judge Henry W. Van Eck oversees the case. The Debtor tapped Cunningham, Chernicoff & Warshawsky, PC as legal counsel and Chemel Kornick & Mooney, LLC and Gift CPAs as accountants. W&T OFFSHORE: Hurricane Ida Impacted Q3 Production -------------------------------------------------- W&T Offshore, Inc. provided an operational update and announced the timing of its third quarter 2021 earnings release and conference call. Operations Update Relative to previously reported production for the second quarter of 2021, approximately 80% of the Company's production was shut-in at one point as a result of Hurricane Ida. The majority of the impacted production was brought back online throughout September. As a result of this downtime, based on preliminary estimates, net production for the third quarter is expected to average between 34,200 and 35,100 barrels of oil equivalent per day ("Boe/d") (34% oil, 11% natural gas liquids, and 55% natural gas). Production for the fourth quarter is expected to average between 34,800 and 38,500 Boe/d (33% oil, 11% natural gas liquids, and 56% natural gas), which assumes the Big Bend and Dantzler wells are returned to production by the end of October as expected. The remaining hurricane-impacted production is expected to be online by the end of 2021. Through Oct. 16, 2021, W&T estimates that it has averaged approximately 35,900 Boe/d net for the month of October. Unplanned costs for minor repairs and restoring production, as well as evacuating employees and contractors, were incurred as a result of the hurricane. Due to these costs, less than anticipated Office of Natural Resources Revenue ("ONRR") credits, and slight increases to components of base lease operating expense ("LOE"), guidance for LOE is now expected to be between $174 and $180 million for 2021. Hurricane season in the Gulf of Mexico typically lasts until the end of November and the commentary above does not contemplate any potential impact for further storm activity in the fourth quarter of 2021. Tracy W. Krohn, W&T's chairman and chief executive officer, commented, "Regarding Hurricane Ida, our assets and infrastructure did not suffer significant damage during the hurricane. However, this storm required a meaningful amount of production to be shut-in and thus deferred by ourselves and our non-operated working interest owners due to third party issues associated with platforms, pipelines, refineries, and other onshore infrastructure. Accordingly, we are adjusting our third quarter production guidance today to reflect the impact of Hurricane Ida. It's important to remember that shutting in production in advance of storms is a critical safety practice offshore operators undertake to keep employees and contractors safe and to minimize the potential for environmental incidents. While most of the Company's impacted production has been restored, we estimate that the storm resulted in a temporary reduction of approximately 5,500 Boe/d net production to W&T for the third quarter. Our expectation is that the vast majority of the remaining shut-in production will be returned online by year end. We have proven for nearly 40 years that we know how to operate safely and profitably in the Gulf of Mexico despite these severe weather events. We will continue to focus on generating strong cash flow, operating efficiently, and creating value for W&T shareholders." Third Quarter Earnings Release and Conference Call The Company is scheduled to issue its third quarter of 2021 earnings release on Tuesday, Nov. 2, 2021, after the close of trading. A conference call to discuss financial and operational results is scheduled for Wednesday, Nov. 3, 2021 at 9:00 a.m. Central Time (10:00 a.m. Eastern Time). Interested parties may listen to the call via webcast at the Company's website at www.wtoffshore.com under "Investors." Alternatively, the call may be accessed by dialing 844-739-3797 for domestic parties and 1-412-317-5713 for international parties; phone participants are advised to call in 10 minutes in advance of the call start time and request to be joined to the "W&T Offshore, Inc. Conference Call." An audio replay will be available on the Company's website following the call. About W&T Offshore W&T Offshore, Inc. -- http://www.wtoffshore.com-- is an independent oil and natural gas producer with operations offshore in the Gulf of Mexico and has grown through acquisitions, exploration and development. The Company currently has working interests in 41 producing fields in federal and state waters and has under lease approximately 622,000 gross acres, including approximately 435,000 gross acres on the Gulf of Mexico Shelf and approximately 187,000 gross acres in the Gulf of Mexico deepwater. A majority of the Company's daily production is derived from wells it operates. * * * In May 2021, S&P Global Ratings affirmed the 'CCC+' issuer credit rating on Houston-based W&T Offshore Inc. As reported by the TCR on April 19, 2021, Moody's Investors Service upgraded W&T Offshore, Inc.'s Corporate Family Rating to Caa1 from Caa2, Probability of Default Rating to Caa1-PD from Caa2-PD and senior secured second lien notes rating to Caa2 from Caa3. The outlook was changed to stable from negative. "The upgrade of W&T Offshore's ratings reflects higher commodity prices that support continued positive free cash flow in 2021," said Jonathan Teitel, a Moody's analyst. [*] Bankruptcy Lawyers Foresee Rise in Bankruptcy Filings in 2022 ----------------------------------------------------------------- Adam Pinsker of WFYI reports that according to an Indianapolis-based lawyer, the COVID-19 pandemic along with the expiration of the eviction moratorium is expected to fuel a rise in bankruptcy filings at the beginning of 2022. After the eviction moratorium ended over the summer the Consumer Financial Protection Bureau put new rules into place to curb foreclosure. "What the mortgage company cannot do under the new rules is they cannot foreclose unless the borrower has been behind for over 120 days," said Indianapolis bankruptcy attorney Mark Zuckerberg. But unless those rules are extended beyond the new year, Zuckerberg said he is expecting a flood of bankruptcy cases not seen since the housing crisis a decade ago. People generally file for Chapter 7 or 13 after suffering a significant event that hurts their finances. "It's either divorce, loss of job, medical bills for death of a family member, and they just can't handle the burden of debt that they're under," he said. A person qualifying for Chapter 13 will be required to pay back what they owe over a three-to-five-year period. "The bankruptcy code sets forth how the money is going to be passed out. It's called the priority system," said Zuckerberg. Chapter 7 releases the debtor from paying unsecured debts, such as credit card and medical bills, but you may be required to relinquish some luxury items. "If you owe $100,000 on a house and you haven't paid on it for two years, because of COVID. You can't file bankruptcy and keep your house," he said. If you file for Chapter 7 bankruptcy, it will stay on your credit report for 10 years; Chapter 13 will remain on your credit report for seven years. [*] Sen. Warren Floats Creditors' Expanded Powers vs. PEs --------------------------------------------------------- Alexander Saeedy of The Wall Street Journal reports that Sen. Elizabeth Warren (D., Mass.) has proposed a new measure that would empower creditors in chapter 11 cases to pursue allegations of self-dealing by private-equity owners, rights that currently lie with corporate directors selected by those investment firms. The senator introduced a revised version of her Stop Wall Street Looting Act on Wednesday, October 19, 2021, modifying a two-year-old proposal to rein in the private-equity industry and including fresh provisions targeting perceived abuses of the chapter 11 system by investment firms In the bill's new form, creditors' committees in bankruptcy cases would have the exclusive right to pursue company insiders who have stripped assets, siphoned value or otherwise elevated their interests over those of lenders, suppliers and employees. As the bankruptcy code currently stands, corporate boards themselves have those rights, often delegated to an independent director of their choosing. These independent directors can carry significant weight with bankruptcy courts, which tend to defer to their findings that a particular transaction was fair or not. But some researchers allege that independent directors have an inherent conflict of interest, as they are typically appointed by the shareholders responsible for the potential misconduct at issue. Creditors pay the price for this structural bias, according to legal researchers who examined 770 large chapter 11 filings between 2004 and 2019 and found that independent directors sometimes stifled investigations, rejected potential legal claims and rushed negotiations with private-equity firms. Under Sen. Warren's bill, independent directors "won't be able to just tidy-up claims against insiders," said an author of that study, Jared Ellias, a professor at the University of California Hastings College of Law. The new legislation would also give creditors the right to compel directors and officers of a bankrupt business to sit for an examination, subject to a judge's approval, for potential conflicts of interest. Sen. Warren also proposed other changes to chapter 11, such as lengthening the statute of limitations to eight years from two years on unwinding transactions that defraud creditors. Sen. Warren first introduced the Stop Wall Street Looting Act in 2019. It will likely face another uphill battle to win over Republicans and moderate Democrats before it can pass out of committee. The bill comes at a time when chapter 11 is under scrutiny on Capitol Hill. The House recently completed hearings investigating abuses of Chapter 11 by corporate insiders. Members of Congress from both parties have proposed changing bankruptcy-venue rules so that companies can only file for chapter 11 in places where their headquarters or principal assets are located. [*] SVPGlobal Expands Special Situations Investments Team --------------------------------------------------------- SVPGlobal, a global investment firm focused on distressed debt, special situations and private equity opportunities, with more than $18 billion in assets under management, on Oct. 7 announced a number of steps it has taken to expand its Real Estate team and capture real estate investment opportunities across the U.S. and Europe. SVPGlobal appointed Sujan Patel as Head of Real Estate in late 2020. Previously, Mr. Patel served as Managing Director and Co-Head of U.S. Investment Management at Colony Capital Inc., now named DigitalBridge Group, Inc., having cut his teeth in the business at the NorthStar companies, where he served as Managing Director and Co-Head of Investments, working at the firm from 2007. SVPGlobal has now named Anders Hemmingsen and Joseph Pontrello as Managing Directors in London and Greenwich, respectively. Mr. Hemmingsen and Mr. Pontrello will play critical roles in sourcing, evaluating, and executing investment opportunities for SVPGlobal's rapidly growing Real Estate platform, as well as offering support and insights to the firm's existing investments. These appointments bring SVPGlobal's Real Estate team to seven members, with plans for further growth in the near term. Victor Khosla, SVPGlobal's Founder and Chief Investment Officer, said, "The current break in the real estate market is presenting SVPGlobal with compelling investment opportunities. The sector experience provided by Sujan, Anders, Joseph, and the rest of our Real Estate team will accelerate our pursuit of these opportunities during this pivotal period. As this team continues to expand, we are well positioned to take advantage of the current market." In addition to the appointments of Messrs. Hemmingsen and Pontrello, SVPGlobal recently hired Dan Raffe as Managing Director on the North America Investment Team focusing on managing real estate assets. The firm also named Jeff Johnson to its Advisory Council to assist the real estate franchise in North America. During the COVID-19 pandemic, SVPGlobal has deployed approximately $1.6 billion into distressed real estate opportunities. Most notably, SVPGlobal is leading Washington Prime Group's successful Chapter 11 reorganization, which was approved by the U.S. Bankruptcy Court on September 3, 2021. As WPG's largest creditor, SVPGlobal led a $100 million DIP financing facility to support WPG's day-to-day operations and is backstopping a $325 million equity rights offering. As a result of the restructuring, WPG's balance sheet will be de-levered by nearly $1 billion through a debt equitization that will result in SVPGlobal controlling the company. Additional information on Messrs. Hemmingsen, Pontrello, Raffe and Johnson follows below: Anders Hemmingsen, Managing Director. Mr. Hemmingsen joins SVPGlobal from Deutsche Bank where he served as head of CRE Special Situations Europe, a team focused on commercial real estate and distressed debt. At Deutsche Bank, he led the acquisition of several billion Euros of non-performing loans in the CRE space. Prior to Deutsche Bank, Mr. Hemmingsen held various positions at HSBC in both Canada and London in real estate finance and investment banking. Joseph Pontrello, Managing Director. Mr. Pontrello joins SVPGlobal from Fortress Investment Group where he held various roles, most recently serving as Managing Director in the Real Estate and Credit Funds. During this time, he contributed to the sourcing, execution, and realization of several billion dollars in complex opportunistic debt and equity transactions across various commercial real estate and related asset classes. Mr. Pontrello began his career at Credit Suisse as an investment banking associate where he rotated through the leverage finance and financial institutions groups. Dan Raffe, Managing Director and Senior Operating Partner, Real Estate. Prior to joining SVPGlobal, Mr. Raffe was Global Head of Portfolio/Asset Management at Colony NorthStar, where he assisted in growing the company to over $20 billion in real estate assets under management and was responsible for Portfolio/Asset Management throughout the U.S. and Europe. Prior to Colony Northstar, Mr. Raffe served as Managing Director of the Financial Consulting Group at Cushman & Wakefield, Vice President of Structured Finance and Equity Investments at GE Business Property, and a Senior Vice President at USBX. Jeff Johnson, Advisory Council, Member. Mr. Johnson has more than 24 years of experience in the real estate investment arena and has held various executive positions during his time in the industry. He was the Managing Partner for Lakeshore Holdings, LLC, a real estate private equity firm and CEO of Black Creek Diversified Property Fund, the largest public NAV REIT in the United States. Mr. Johnson also served as Chief Investment Officer and Chairman of the Investment Committee at Equity Office Properties Trust and its predecessors from 1990 to 1999 and from 2003 until EOP was acquired in 2007 by Blackstone Group for $39 billion. From 2000 to 2003, he was a founding Partner, Managing Director and Co-Head of U.S. Investments for Lehman Brothers' first global real estate private equity fund. About SVPGlobal Strategic Value Partners, LLC -- http://www.svpglobal.com/-- and its affiliates ("SVPGlobal") is a global investment firm focused on distressed debt, special situations and private equity opportunities, with more than $18 billion in assets under management. The firm, established by Victor Khosla in 2001, has approximately 130 employees, including approximately 50 investment professionals, across its main offices in Greenwich (CT), London and Tokyo. It was among the earliest U.S. distressed firms to establish a European presence, opening in London in 2004. In total, SVPGlobal has invested more than $36 billion of capital since its inception in 2001, including $16 billion in Europe, and led over 150 significant transactions. SVPGlobal is a signatory of the United Nations supported Principles for Responsible Investment (PRI). The PRI is recognized as the leading global network for investors committed to integrating environmental, social and governance (ESG) considerations into their investment decision making. [] Judge David Campbell to Receive American Inns of Court Award --------------------------------------------------------------- Judge David Campbell has been selected to receive the prestigious 2021 American Inns of Court Lewis F. Powell Jr. Award for Professionalism and Ethics, which recognizes attorneys, judges, government officials, journalists, or others who have rendered exemplary service in the areas of professionalism, ethics, civility, and excellence. Judge Campbell will receive the award at the annual Celebration of Excellence held at the Supreme Court of the United States on April 2, 2022, which has been postponed due to the pandemic. Nominated by President George W. Bush in 2003, Campbell is a judge for the U.S. District Court for the District of Arizona and assumed senior status in 2018. "He has earned a reputation as an indefatigable trial judge, running a doggedly organized and efficient courtroom," says Jeffrey P. Minear, Esquire, counselor to Chief Justice John G. Roberts Jr., who wrote in support of Campbell's nomination. "And he is an invaluable contributor to judicial administration . . ." When COVID-19 struck, Judge Campbell was tasked with drafting and shepherding crucial measures through the legislative process, allowing the federal courts to continue essential operations despite the pandemic. From 2015–2019, Judge Campbell chaired the Judicial Conference of the United States Committee on Rules of Practice and Procedure, which oversees the work of five advisory committees focused on civil, criminal, bankruptcy, appellate, and evidence rules at the federal level. From 2011–2015, he chaired the Judicial Conference of the United States Advisory Committee on Civil Rules, which drafted significant changes to rules that affect both federal courts and many state courts. Serving as an ambassador of the American judicial system, Judge Campbell has provided guidance to judiciaries in Botswana, Namibia, and South Africa. More recently, he has consulted with the judiciaries of Sri Lanka and Turkey on judicial procedures and case management. Chief Justice John G. Roberts Jr. recently appointed Campbell to the Judicial Conference Committee on International Judicial Relations. Judge Campbell has also served as president of the Sandra Day O'Connor American Inn of Court in Arizona. Previously, Judge Campbell was a law clerk to Justice William H. Rehnquist of the Supreme Court of the United States and to Judge J. Clifford Wallace of the U.S. Court of Appeals for the Ninth Circuit. He also served in private practice. Judge Campbell earned his undergraduate degree from the University of Utah in 1976 and his law degree from the University of Utah College of Law -- now the S.J. Quinney College of Law -- in 1979. The American Inns of Court, in Alexandria, Virginia, inspires the legal community to advance the rule of law by achieving the highest level of professionalism through example, education, and mentoring. The organization's membership includes nearly 30,000 federal, state, and local judges; lawyers; law professors; and law students in nearly 370 chapters nationwide. More information is available at http://www.innsofcourt.org/ [] Stretto's Sarah Frankel Bags ABI 2021 40 Under 40 Award ---------------------------------------------------------- The American Bankruptcy Institute (ABI) has selected Sarah Frankel of Stretto as a 2021 "40 Under 40" recipient. ABI's 40 Under 40 program recognizes emerging leaders in the insolvency profession who are committed to the highest standards of achievement both at work and in their communities. "The 2021 honorees are a testament to the future of the insolvency profession, with exemplary accomplishments in both their careers and communities," said ABI Executive Director Amy Quackenboss. "We look forward to this diverse collection of young leaders propelling ABI's full range of activities forward to advance the profession." Ms. Frankel's career spans a variety of entrepreneurial and leadership positions where she has built and leveraged her industry knowledge and relationships. At Stretto, she leads the business development function of the company's corporate restructuring services division, which, under her leadership, quickly became the market leader among claims and noticing firms. Prior to her role at Stretto, Ms. Frankel founded and sold the525group, a first-of-its-kind recruiting firm that focused exclusively on professionals in the restructuring space. In her spare time, Ms. Frankel volunteers with the Girl Scouts of America where she provides business development training and support to help girl scouts achieve their sales goals during cookie season. "I'm honored and humbled to be selected for ABI's 40 Under 40 and included among some of the industry's most talented and successful professionals -- a group that I admire very much," Ms. Frankel comments. "I look forward to a continued journey in this wonderful industry of ours and working together with the ABI community for many years to come." ABI selected "40 Under 40" honorees from the full spectrum of its membership, which includes both large and small firms from every region of the country as well as diverse practice areas such as law, finance, consulting, academia, government and more. The goal of ABI's "40 Under 40" initiative is to fully engage those selected as future leaders in the insolvency profession and to build on the initiative each year. ABI will recognize the honorees at a special ceremony during their 2021 Winter Leadership Conference, taking place December 9-11, 2021, at the Terranea Resort in Rancho Palos Verdes, Calif. For more information about ABI's "40 Under 40" initiative, visit http://abi40under40.org About Stretto Stretto -- http://www.stretto.com-- delivers a full spectrum of case-management services, depository solutions, and technology tools to fiduciaries. Offering a comprehensive suite of corporate-restructuring and consumer-bankruptcy capabilities along with multi-faceted deposit and disbursement services, Stretto provides an unparalleled portfolio of solutions under the executive leadership of industry veterans Eric Kurtzman and Jonathan Carson. Sitting at the center of the bankruptcy ecosystem, Stretto leverages deep-industry expertise and market insights to facilitate every aspect of case and cash management for its corporate-restructuring and consumer-bankruptcy clients, as well as fiduciaries and other industry professionals. "Stretto" is a musical term indicating when one voice picks up where another leaves off, and, as our name implies, Stretto seamlessly integrates streamlined workflows and best-in-class technology to orchestrate the case-management process and create harmony for professionals and their teams. About ABI ABI -- http://www.abi.org/-- is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes nearly 11,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. [^] BOOK REVIEW: Saga of America's Most Powerful Real Estate Baron ------------------------------------------------------------------ Trump: The Saga of America's Most Powerful Real Estate Baron Author: Jerome Tuccille Publisher: Beard Books Hardcover: 262 pages List Price: US$34.95 This book is the remarkable unfinished saga of an extraordinary American. When this book was first published in 1985, Donald J. Trump was scarcely into his fourth decade. He had made the leap from local New York City boy who had made good to a national and even world-prominent figure. It all started some 10 years earlier when Trump gambled that New York City would rebound from its financial morass. People laughed and scoffed at the time, but he was right, and he has profited mightily from his faith and vision. This is compelling reading about the inside machinations of his glamorous world. Jerome Joseph Tuccille, known as Jerry, was an award-winning, best-selling author of more than 30 books covering a wide range of topics. He has also written books under the pseudonyms Paul Marano and Jack Daniels. He was a vice president of T. Rowe Price Investment Services, and he has worked in the investment area as a broker and supervisory analyst since 1975. From 1971 to 1973, he taught at the New School for Social Research in New York City, and in 1974 he was the Free Libertarian candidate for Governor of New York. He was born on May 30, 1937, in the Bronx. He died on February 16, 2017. ********* 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 ***