/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/211027.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, October 27, 2021, Vol. 25, No. 299 Headlines 265 OCEAN PARKWAY: Seeks to Hire Goldberg as Bankruptcy Counsel AKOUSTIS TECHNOLOGIES: To Webcast Q1FY22 Results on Nov. 1 ASTROTECH CORP: Registers 1.5M Shares Under 2021 Incentive Plan AVAILA BIO: Seeks to Hire Fox Rothschild as Bankruptcy Counsel B N EMPIRE: Wins Interim Cash Collateral Access Thru Nov 12 BABCOCK & WILCOX: SEC Division Concludes Investigation BCP RAPTOR: Moody's Puts 'B2' CFR Under Review for Upgrade BEAR COMMUNICATIONS: Committee Wins Standing to Sue Central Bank BESTHOST INN: Wins Final Cash Collateral Access BILLINGS LODGE NO. 394: Taps David Goodridge as Real Estate Broker BLADE GLOBAL: Seeks Approval to Hire Kokjer as Accountant BOY SCOUTS: Ex-Director Johnson Blows Child Protection Efforts BRINKS HOME SECURITY: JPMorgan Struggles to Salvage Debt Deal CA MAGNUM: Moody's Assigns First Time 'B1' Corporate Family Rating CB REAL ESTATE: Dec. 15 Plan Confirmation Hearing Set CBL PROPERTIES: Names Post-Emergence Board of Directors CHARIOT BUYER: $90MM Term Loan Add-on No Impact on Moody's B3 CFR CHARIOT HOLDINGS: Fitch Alters Outlook on 'B' IDR to Negative CHESAPEAKE ENERGY: Court Amends Order Approving $6.25MM Settlement COATESVILLE SOLAR: Taps Lohr & Associates as Legal Counsel CORNERSTONE ONDEMAND: SLA CM Chicago, et al. No Longer Own Shares CP TOURS: $42K Unsecured Claims to Recover 24.7% in 5 Years CYBER LITIGATION: Bar Date Notice by eMail Not Enough, Court Says DARBY CABINETRY: Seeks to Hire Lampley Law Office as Legal Counsel DIOCESE OF ROCHESTER: Seeks to Sanction Firms Over New Lawsuits ECOARK HOLDINGS: Provides Progress Update on Digital Asset Mining FIRST BRANDS: Fitch Assigns FirstTime 'BB-' IDR, Outlook Stable FLOAT HORIZEN: Updates Pinnacle Bank Secured Claims Pay Details GATEWAY CASINOS: Moody's Hikes CFR to Caa1 & Alters Outlook to Pos. GLOBAL WINDCREST I: Taps Vaughn & Vaughn as Special Counsel GLOBAL WINDREST I: Seeks to Hire Levene as Bankruptcy Counsel GRAY TELEVISION: Fitch Assigns 'BB-' Rating on New Unsecured Notes GRAY TELEVISION: S&P Rates New $1.125BB Sr. Unsecured Notes 'B' GREEN PHARMACEUTICALS: Updates Plan to Include U.S. SBA Claims Pay GREEN VALLEY HOSPITAL: Names 6th CEO After Bankruptcy Exit GUARDION HEALTH: Stockholders Approve All Proposals at Meeting H.B. FULLER: Moody's Hikes CFR to Ba2 & Secured Term Loan to Ba1 HAWAIIAN AIRLINES: Fitch Alters Outlook on 'B-' LT IDR to Stable HCA WEST: Non-Motorola Unsecureds to Recover 47% to 73% in Plan INTELSAT SA: Court Sets Key Confirmation Hearing Dates INTERSTATE UNDERGROUND: Taps Krigel & Krigel as Legal Counsel IONIX TECHNOLOGY: Registers 29.1M Common Shares for Possible Resale ISLAND EMPLOYEE: Wins Access to Cash Collateral on Final Basis JAKKS PACIFIC: Lawrence Rosen Has 10.5% Stake as of Oct. 21 JUSTIN MILLER: Cash Collateral Access, $170,000 DIP Loan OK'd KADMON HOLDINGS: 'Waiting Period' Under Sanofi Merger Deal Expires KINGLAND REALTY: Unsecureds Will Get 100% of Claims in 60 Months KORE WIRELESS: S&P Affirms 'B-' ICR on Lower Debt Reduction KUMTOR GOLD: SDNY Denies Kyrgyz Republic's Bid to Appeal LATAM AIRLINES: Frustrated Creditors Seek Mediator for Exit Plan LEGACY EDUCATION: Signs Stock Purchase Agreement With NCW LEV INVESTMENTS: Moda Must Comply with Discovery Order LIMETREE BAY: Could Face Liquidation as Bidders Hold Back LINKMEYER PROPERTIES: Updates City of Lawrenceburg Secured Claim LITTLETON MAIN: Files Emergency Bid to Use Cash Collateral LOCAL MOTION: May Use Cash Collateral Through Feb 2022 LTL MANAGEMENT: Faces Motion to Send Chapter 11 Venue to NJ LTL MANAGEMENT: Judge Won't Stop Litigation vs. J&J for Now LUMEE LLC: CFO's Matt McKinlay to Serve as Liquidating Trustee LUMEE LLC: Dec. 9 Plan Confirmation Hearing Set MALLINCKRODT PLC: City of Rockford May Proceed with Appeal MALLINCKRODT PLC: Summary Judgment Bid on AICs Admin Claims Denied MANNY'S MEXICAN: Has Deal on Cash Collateral Access MICH'S MACCS: Wins Cash Collateral Access MONSTER INVESTMENTS: Seeks to Hire Wolff & Orenstein as Counsel MTE HOLDINGS: Allar Co. May Proceed with Appeals NATIONAL FILTERS: Case Summary & 20 Largest Unsecured Creditors NESV ICE: Seeks Approval to Hire 'Ordinary Course' Professionals NEW RESONETICS: S&P Affirms 'B-' ICR, Outlook Stable OKURA ENTERPRISE: Unsecureds to Recover 10% via Quarterly Payments OKURA ENTERPRISE: Unsecureds Will Recover 10% Under Plan ONDAS HOLDINGS: Registers 8.3M Common Shares PARKS DIVERSIFIED: Seeks Approval to Hire Windes Inc. as Accountant PEAK CUSTOM: Gets OK to Hire Kutner Brinen as Bankruptcy Counsel PEAK CUSTOM: Seeks Cash Collateral Access PELCO STRUCTURAL: Wins Cash Collateral Access Thru Jan 2022 PENINSULA PACIFIC: S&P Upgrades ICR to 'B' on Improved Metrics PHOENIX OF ALBANY: Court Doubts Bankruptcy-Exit Plan POLK AZ: Seeks Cash Collateral Access PREFERRED READY-MIX: Taps Hoff Law Offices as Bankruptcy Counsel PRIME GLOBAL: Seeks to Hire Herron Hill as Bankruptcy Counsel PURDUE PHARMA: Says Plan Delay for Appeals Improper RANCHO CIELO: Addresses Disclosure Objections RED RIVER WASTE: Wins Cash Collateral Access ROBLOX CORP: S&P Assigns 'BB' Issuer Credit Rating, Outlook Stable ROYAL ALICE: Owner Hoffman Says Midway Hiked Offer to $5.5M SEA OAKS COUNTRY: Court Approves Disclosure Statement SENSATIONAL DESSERTS: Updates Paris Produce Claims Pay; Amends Plan SPHERATURE INVESTMENTS: Wins Cash Collateral Access Thru Nov 2 SUMAK KAWSAY: Seeks to Hire Wisdom Professional as Accountant SUMAK KAWSAY: Taps Law Offices of Alla Kachan as Legal Counsel THAI STK: Wins Cash Collateral Access TRICORBRAUN HOLDINGS: $150MM Add-on No Impact on Moody's B3 CFR TSM DEVELOPMENT: Seeks to Hire Spencer Fane as Legal Counsel U.S. GLOVE: Unsecured Creditors to be Paid in Full in Plan U.S. TOBACCO: Nov. 9 Disclosure Statement Hearing Set USA GYMNASTICS: Further Fine-Tunes Plan Documents USA GYMNASTICS: Okayed to Solicit Votes on $400M Plan VANDEVCO LIMITED: Seeks to Hire Cherry Bekaert as Accountant VYANT BIO: Names Dr. Robert Fremeau as Chief Scientific Officer W.R. GRACE: S&P Downgrades ICR to 'B' Then Withdraws Rating WHITE STALLION: Court Okays $35-Mil. Coal Mines Sale WINDHAVEN NATIONAL: Receiver's Bid for Stay Relief Denied X-BUILT LLC: Seeks to Hire Ronald Roman as Auctioneer [*] FTI Study: Companies Not Prepared for Post-Bankruptcy Success ********* 265 OCEAN PARKWAY: Seeks to Hire Goldberg as Bankruptcy Counsel --------------------------------------------------------------- 265 Ocean Parkway, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Goldberg Weprin Finkel Goldstein, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) providing the Debtor with all necessary representation in connection with its bankruptcy case as well as its responsibilities as debtor-in-possession; (b) representing the Debtor in all proceedings before the bankruptcy court and the Office of the U.S. Trustee; (c) reviewing, preparing and filing all necessary legal papers, reports and adversary proceedings; and (d) providing all other necessary legal services. The firm's hourly rates are as follows: Partner $685 per hour Associate $275 - $500 per hour Kevin Nash, 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: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway New York, NY, 10036 Tel: (212) 301-6944 Email: knash@gwfglaw.com About 265 Ocean Parkway 265 Ocean Parkway, LLC is a Brooklyn, N.Y.-based company, which owns a real property that it acquired about 10 years ago with the intention of redeveloping the site into a residential condominium building. The property is located at 265 Ocean Parkway, Brooklyn, N.Y. 265 Ocean Parkway filed a petition for Chapter 11 protection (Bankr. E.D. NY Case No. 21-42325) on Sept. 14, 2021, listing as much as $10 million in both assets and liabilities. Michael Sorotzkin, manager, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP as legal counsel. AKOUSTIS TECHNOLOGIES: To Webcast Q1FY22 Results on Nov. 1 ---------------------------------------------------------- Akoustis Technologies, Inc. will webcast its Q1FY22 results on Monday, Nov. 1, 2021, at 8:00 am Eastern Time. Management will host a question-and-answer session at the end of the call. To listen to the call by telephone, please dial 877-407-3982 (domestic) or 201-493-6780 (international). The conference call will be webcast live on the Company's website and will be available for playback at the following URL: https://ir.akoustis.com/news-events/ir-calendar. Jeff Shealy, founder and CEO, stated, "Despite the ongoing supply chain shortages, our preliminary unaudited revenue for the quarter ending September 30, 2021, is expected to be $1.9 million, in-line with our guidance of $2.0 million." Mr. Shealy continued, "We continue to expect multiple new WiFi 6E and network infrastructure customers to ramp production in the quarter ending December 31, 2021, and with the recent RFMi acquisition, we now expect revenue for this quarter to be in the range of $3.5-$4.0 million." Akoustis is actively delivering volume production of its Wi-Fi 6 tandem filter solutions to multiple customers, shipping multiple 5G small cell XBAWTM filter solutions, delivering initial designs of its new 5G mobile filter solutions to multiple tier-1 customers and is now entering the market with its new Wi-Fi 6E coexistence XBAWTM filter solutions. Given the growing sales funnel activity as well as ongoing interaction with customers regarding expected ramps in both 5G mobile, Wi-Fi 6 and Wi-Fi 6E in calendar 2022, the Company is increasing the annual production capacity at its New York fab, expected to reach a capacity of approximately 500 million filters per year by the end of calendar 2021. Akoustis currently has 15 commercial XBAW filters in its product catalog, and recently introduced 5.6 GHz and 6.6 GHz Wi-Fi 6E coexistence filter modules, which when qualified, will bring the number of catalog products to 17. Current product catalog filters include a 5.6 GHz Wi-Fi filter, a 5.2 GHz Wi-Fi filter, a 5.5 GHz Wi-Fi-6E filter, a 6.5 GHz Wi-Fi 6E filter, three small cell 5G network infrastructure filters including two Band n77 filters and one Band n79 filter, a 3.8 GHz filter and five S-Band filters for defense phased-array radar applications, a 3.6 GHz filter for the CBRS 5G infrastructure market and a C-Band filter for the unmanned aircraft systems (UAS) market. The Company is also developing several new filters for the sub-7 GHz bands targeting 5G mobile device, network infrastructure, Wi-Fi CPE and defense markets. About Akoustis Technologies Headquartered in Huntersville, NC, Akoustis is focused on developing, designing, and manufacturing innovative RF filter products for the mobile wireless device industry, including for products such as smartphones and tablets, cellular infrastructure equipment, and WiFi premise equipment. Akoustis reported a net loss of $44.16 million for the year ended June 30, 2021, compared to a net loss of $36.14 million for the year ended June 30, 2020. As of June 30, 2021, the Company had $124.99 million in total assets, $7.58 million in total liabilities, and $117.41 million in total stockholders' equity. ASTROTECH CORP: Registers 1.5M Shares Under 2021 Incentive Plan --------------------------------------------------------------- Astrotech Corporation filed a Form S-8 registration statement with the Securities and Exchange Commission for the purpose of registering 1,500,000 shares of common stock currently reserved for issuance under the Astrotech Corporation 2021 Omnibus Equity Incentive Plan. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1001907/000156459021051373/astc-s8.htm About Astrotech Astrotech (NASDAQ: ASTC) -- http://www.astrotechcorp.com-- is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value. 1st Detect develops, manufactures, and sells trace detectors for use in the security and detection market. AgLAB is developing chemical analyzers for use in the agriculture market. BreathTech is developing a breath analysis tool to provide early detection of lung diseases. Astrotech is headquartered in Austin, Texas. Astrotech reported a net loss of $7.60 million for the year ended June 30, 2021, compared to a net loss of $8.31 million for the year ended June 30, 2020. As of June 30, 2021, the company had $65.63 million in total assets, $4.43 million in total liabilities, and $61.21 million in total stockholders' equity. AVAILA BIO: Seeks to Hire Fox Rothschild as Bankruptcy Counsel -------------------------------------------------------------- Availa Bio, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Fox Rothschild, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor of its rights and obligations and the performance of its duties during the administration of its bankruptcy case; (b) attending meetings and negotiations with other parties in interest; (c) taking all necessary actions to protect and preserve the Debtor's estate including the prosecution of actions, the defense of any actions taken against the Debtor, negotiations concerning all litigation in which the Debtor is involved, and the filing of objections to claims filed against the estate which are believed to be inaccurate; (d) seeking the court's approval and confirmation of a plan of reorganization and all papers related thereto; (e) representing the Debtor in all proceedings before the bankruptcy court or other courts of jurisdiction in connection with the case; (f) assisting the Debtor in developing legal positions and strategies with respect to all facets of the proceeding; (g) preparing legal documents; and (h) performing all other necessary legal services. The firm's hourly rates are as follows: Brett A. Axelrod, Esq. $855 per hour Ernest E. Badway, Esq. $870 per hour David Restaino, Esq. $730 per hour Audrey Noll, Esq. $730 per hour Nicholas A. Koffroth, Esq. $535 per hour Zachary Williams, Esq. $315 per hour Patricia M. Chlum $330 per hour Brett Axelrod, Esq., a partner at Fox Rothschild, 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: Brett A. Axelrod, Esq. Fox Rothschild LLP 1980 Festival Plaza Drive, Suite 700 Las Vegas, NV 89135 Tel: (702) 262-6899 Email: baxelrod@foxrothschild.com About Availa Bio Inc. Availa Bio, Inc. is a bioscience company in Ridgefield, N.J., which through research and development is dedicated to developing cutting edge products in the markets of pain relief, pharmaceutical, nutraceutical, cosmetics and hemp. Availa Bio filed a petition for Chapter 11 protection (Bankr. D. Nev. Case No. 21-14909) on Oct. 12, 2021, listing up to $50,000 in assets and up to $10 million in liabilities. Jim Morrison, president and chief executive officer, signed the petition. Judge Natalie M. Cox oversees the case. The Debtor tapped Fox Rothschild, LLP as legal counsel. B N EMPIRE: Wins Interim Cash Collateral Access Thru Nov 12 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, has authorized B N Empire, LLC to use cash collateral on an interim basis for insurance, utilities, and any other debts agreed to by Secured Creditor, Elizon DB Transfer Agent, LLC. In consideration of and as adequate protection for the Debtor's continued postpetition use of Cash Collateral, the Debtor is authorized to make a one-time $22,295.86 adequate protection payment to Elizon on or before November 15, 2021. The Debtor grants in favor of Elizon -- as security for all indebtedness that is owed by the Debtor to Elizon, under its secured documentation, but only to the extent that Elizon's cash collateral is used by the Debtor -- a first priority post-petition security interest and lien, in, to and against all of the Debtor's assets, to the same extent that Elizon held a property perfected prepetition security interest in such assets, which are or have been acquired, generated or received by the Debtor subsequent to the Petition Date. The Debtor's access to Cash Collateral will continue until the earlier of: (i) 5:00 p.m. on November 12, 2021; (ii) a further Court Order conditioning the use of Cash Collateral; or (iii) the entry of a further agreement between the parties and reflected in a subsequently entered Agreed Order. A further hearing on the matter is scheduled for November 12 at 3 p.m. A copy of the order is available at https://bit.ly/3jEZLtM from PacerMonitor.com. About B N Empire, LLC B N Empire, LLC, which owns a shopping center in Temple Terrace, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 21-04509) on August 30, 2021. In the petition signed by Rajesh Bahl, manager, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Law Firm of M. Vincent Pazienza, P.A. represents the Debtor as counsel. Hoffman, Larin & Agnetti, P.A. represents Elizon DB Transfer Agent, LLC, secured creditor. BABCOCK & WILCOX: SEC Division Concludes Investigation ------------------------------------------------------ Babcock & Wilcox Enterprises, Inc. received a letter from the staff of the Division of Enforcement of the Atlanta Regional office of the U.S. Securities and Exchange Commission confirming that the staff has concluded its investigation of the Company that the Company has previously disclosed in its SEC filings and that it does not intend to recommend to the Commission that an enforcement action be brought against the Company. "We have cooperated with the SEC throughout the duration of this investigation which began in 2017 and are pleased to put this matter behind us," commented Kenneth M. Young, CEO and Chairman of the Company. About Babcock & Wilcox Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a growing, globally-focused renewable, environmental and thermal technologies provider with decades of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers. B&W's innovative products and services are organized into three market-facing segments which changed in the third quarter of 2020 as part of the Company's strategic, market-focused organizational and re-branding initiative to accelerate growth and provide stakeholders improved visibility into its renewable and environmental growth platforms. Babcock & Wilcox reported net losses of $10.30 million in 2020, $129.04 million in 2019, $724.86 million in 2018, $379.01 million in 2017, and $115.08 million in 2016. As of June 30, 2021, the Company had $665.14 million in total assets, $680.86 million in total liabilities, and a total stockholders' deficit of $15.72 million. BCP RAPTOR: Moody's Puts 'B2' CFR Under Review for Upgrade ---------------------------------------------------------- Moody's Investors Service placed all ratings of BCP Raptor, LLC (BCP Raptor) and BCP Raptor II, LLC (BCP Raptor II) on review for upgrade, including their respective B2 Corporate Family Ratings. These rating actions were precipitated by the Oct 21st announcement[1] by Altus Midstream Company (Altus, Nasdaq: ALTM) to combine Altus with BCP Raptor Holdco LP (BCP Holdco), the owner of BCP Raptor and BCP Raptor II. "The combination of BCP Holdco's assets with Altus' assets will result in a company with significantly enhanced size and meaningful cash flow quality improvement due to firm transportation contracted revenues from Altus' long-haul pipelines ownership," commented Sreedhar Kona, Moody's Senior Analyst. "Our review will focus on the combined company's pro forma capital structure, debt burden and corporate governance" List of Affected Ratings: Issuer: BCP Raptor II, LLC Probability of Default Rating, Placed on Review for Possible Upgrade, currently B2-PD Corporate Family Rating, Placed on Review for Possible Upgrade, currently B2 Backed Senior Secured Term Loan B, Placed on Review for Upgrade, currently B2 (LGD4) Backed Senior Secured 1st Lien Revolving Credit Facility, Placed on Review for Upgrade, currently Ba2 (LGD1) Outlook, Changed To Rating Under Review From Stable Issuer: BCP Raptor, LLC Probability of Default Rating, Placed on Review for Upgrade, currently B2-PD Corporate Family Rating, Placed on Review for Upgrade, currently B2 Senior Secured 1st Lien Term Loan, Placed on Review for Upgrade, currently B2 (LGD3) Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS On October 21, 2021 Altus announced that it will combine with BCP Holdco in an all-stock transaction. BCP Holdco is the parent of BCP Raptor and BCP Raptor II. BCP Holdco also owns Pinnacle Midstream and 26.7% interest in Permian Highway Pipeline (PHP). Currently, Apache Midstream LLC, a subsidiary of Apache Corporation (Ba1 stable) owns 79% of Altus and the remainder by public shareholders. Pro forma for the combination with BCP Holdco, Apache's ownership will be reduced to approximately 20% of the combined company. BCP Holdco owners will own approximately 75% of the combined company and public shareholders will own approximately 5%. The transaction is expected to close during the first quarter of 2022. All material consents to the transaction have been secured by Altus and there are no consents required for any existing BCP Holdco related financings. BCP Raptor and BCP Raptor II's ratings review reflects the combined company's diversified midstream platform of considerable size in the prolific Delaware Basin, its high proportion of fixed fee revenue with significant long-term take-or-pay contracts underpinned by pipeline firm transportation charges, and acreage dedications providing cash flow visibility. The combined company will also benefit from a diversified portfolio of customer profile with high credit worthiness. The company will have a mix of long-haul pipelines and, gathering and processing facilities. Moody's rating review will focus on the combined entity's capital structure, the incremental debt and cash flow and the post-merger ownership structure. Moody's expects to conclude the review following the closing of the transaction. Based on current information, the credit quality of the combined company appears to be in the Ba category and therefore the existing ratings could be upgraded. However, if the rated debt is completely repaid through refinancing transactions by the combined entity then the ratings will likely be withdrawn. The combined company will be exposed to significant carbon transition (CT) risks because it provides services to oil & gas producers and its earnings will depend on the ability of its customers to sustain production amid transition towards alternative sources of energy over a long term. The combined company's entire asset base is located in the prolific Southern Delaware Basin of Permian, where producers maintain superior breakeven costs, thereby partially mitigating the company's exposure to CT. Moreover, a substantial portion of the company's cash flow will be generated from gathering, processing and transporting of natural gas, that is likely to serve as a transition fuel. Altus Midstream Company is a pure-play, Permian-to-Gulf Coast midstream C-corporation and owns gas gathering, processing and transmission assets servicing production in the Delaware Basin and owns equity interests in four Permian-to-Gulf Coast pipelines. BCP Raptor, LLC, and BCP Raptor II, LLC are privately-held, Houston, Texas companies that own and operate operates natural gas gathering and processing, crude oil gathering and, produced water gathering and disposal systems located in the Southern Delaware Basin. Blackstone Energy Partners, Blackstone Capital Partners and I Squared Capital together own a majority of both the companies. BEAR COMMUNICATIONS: Committee Wins Standing to Sue Central Bank ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Bear Communications, LLC, seeks derivative standing as an exercise of its powers under 11 U.S.C. Section 1103(c)(5) to assert claims on behalf of the Debtor's bankruptcy estate against the Debtor's primary secured creditor, The Central Trust Bank. In the proposed complaint, the Committee alleges that the Debtor, Big Bear Leasing, Inc., and Big Bear Investments entered into a loan agreement, commercial security agreement, and promissory note with Central Bank on March 8, 2016, with an original principal amount of $12 million. Under these loan documents, the Debtor granted Central Bank a security agreement in substantially all of its assets. A separate security agreement was also entered by Big Bear Leasing, Inc., granting a security interest in its assets. And then on January 5, 2021, Brett Niles executed a guaranty agreement for the debt in favor of Central Bank, secured by Mr. Niles' personal assets. The Committee's proposed complaint alleges multiple causes of action: -- Count 1: Against Central Bank, challenging Central Bank's perfection of its security interest in Debtor's Bank of America account. -- Count 2: Against Central Bank, challenging Central Bank's perfection of a security interest in the contested motor vehicles. -- Count 3: Against Central Bank, seeking avoidance of the unperfected liens on the Bank of America account and motor vehicles pursuant to Section 544(a). -- Count 4: Against Central Bank, seeking preservation of the unperfected liens and security agreements for the bankruptcy estate under Section 551. -- Count 5: Against Central Bank, seeking avoidance as a preferential transfer under Section 547 the prepetition sweeps of the Bank of America account done within 90 days of the petition date due to the avoidable prepetition lien of Central Bank on that account. -- Count 6: Against Central Bank, seeking recovery of the transfers avoided under Section 544 and Section 547. -- Count 7: Against Central Bank, seeking turnover of the amount taken by Central Bank in its postpetition sweeps of the Bank of America account under Section 542(a). -- Count 8: Against Central Bank, Big Bear Leasing, Inc., and Mr. Niles, requesting application of the equitable doctrine of marshaling such that Central Bank is required to satisfy the amounts due from Debtor under the parties' loan agreements by first exhausting recovery on collateral belonging to Big Bear Leasing, Inc. and Mr. Niles. Central Bank is the only party who has filed an opposition to the motion for derivative standing. According to the United States Bankruptcy Court for the District of Kansas, derivative suits are available in certain circumstances and, in the instant case, the Committee has met its burden to show those circumstances are present. The Court concluded the Committee has satisfied the prerequisite for derivative standing that the claims sought to be undertaken are colorable, and the remaining requirement for derivative standing requires the Committee to show the Debtor's refusal to bring these claims was unjustifiable. Some circuits conclude that if the claims to be brought via derivative standing are colorable, then the refusal to pursue them makes it unjustified. In other circuits, more is required, and the movant seeking derivative standing must show "specific reasons" why the refusal to bring the claims is unjustified. The Court acknowledged it previously sided with other courts that required a movant to give these "specific reasons." Regardless of which standard is used to determine if the Debtor's refusal to bring claims is unjustified, the standard is met here, the Court said. The Court also held that the claims are not frivolous and, if successful, will benefit the bankruptcy estate by bringing funds back into the estate for distribution to creditors. The Debtor refused to pursue the actions, and in fact, the Debtor agreed in the Fifth Interim Cash Collateral Order that it would waive pursuit of any claims as a condition of Central Bank agreeing to that Order. The Debtor's management is in flux with the recent resignation of Mr. Niles, the Court pointed out. The Court concluded the Committee has carried its burden to show the refusal to bring the claims was unjustified, and also concluded the cost-benefit analysis of bringing the claims weighs in favor of granting the motion. As a result, the Court granted the Committee's motion in a Memorandum Opinion and Order dated Oct. 19, 2021, a full-text copy of which is available at https://tinyurl.com/28bhx7wf from Leagle.com. About Bear Communications Lawrence, Kansas-based Bear Communications, LLC -- http://www.bearcommunications.net-- is a communications contractor offering aerial construction, underground construction, splicing, subscriber drop placement, residential and commercial installations, residential and commercial wiring, consulting, and testing services. Bear Communications filed its voluntary petition for Chapter 11 protection (Bankr. D. Kansas Case No. 21-10495) on May 28, 2021, disclosing total assets of up to $50 million and total liabilities of up to $100 million. Judge Dale L. Somers presides over the case. W. Thomas Gilman, Esq., at Hinkle Law Firm LLC, represents the Debtor as legal counsel. The U.S. Trustee for Region 20 appointed an official committee of unsecured creditors in the Debtor's case on June 29, 2021. The committee is represented by Robert Hammeke, Esq., at Dentons US LLP. BESTHOST INN: Wins Final Cash Collateral Access ----------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has authorized Besthost Inn LLC to use cash collateral on a final basis through plan confirmation. As previously reported by the Troubled Company Reporter, Besthost Inn asked the Court for authority to use the cash collateral of its secured creditor, the Employment Development Department, in accordance with the budget, with a 10% variance. The Debtor said it requires the use of cash collateral to pay the reasonable expenses it incurs during the ordinary course of its business of operating a hotel. The COVID-19 pandemic affected the Debtor's operation, thus causing the Debtor to fall behind on certain of its monthly obligations, including the utilities and the transient and occupancy tax to the City of Buena Park. A copy of the order is available at https://bit.ly/3noWu34 from PacerMonitor.com. About Besthost Inn LLC Besthost Inn, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12158) on Sept. 1, 2021, listing up to $50,000 in assets and up to $10 million in liabilities. Michael Reazuddin, managing member, signed the petition. Judge Erithe A. Smith presides over the case. The Law Offices of Michael Jay Berger represents the Debtor as legal counsel. BILLINGS LODGE NO. 394: Taps David Goodridge as Real Estate Broker ------------------------------------------------------------------ Billings Lodge, No. 394, Benevolent and Protective Order of Elks of United States of America, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Montana to hire David Goodridge, a real estate broker at Good Ridge Real Estate, to market for sale its real property located at 934 Lewis Ave., Billings, Mont. The Debtor previously filed an application to employ Mr. Goodridge, which was approved by the court on July 20, 2020. The application included Real Estate by Hamwey as the licensed broker. Mr. Goodridge is now a licensed broker and the property listing has been transferred from Real Estate by Hamwey to Good Ridge Real Estate. Mr. Goodridge will receive a 6 percent commission if the buyer is represented by a realtor, to be split with the buyer's agent pursuant to Montana law, and 5 percent commission if his firm procures the buyer. In a court filing, Mr. Goodridge disclosed that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Goodridge can be reached at: David Goodridge Good Ridge Real Estate P.O. Box 3174 Billings, MT 59103 Tel: (406) 591-1605 Email: dave@billingscommercialrealestate.com About Billings Lodge No. 394 Billings Lodge, No. 394, Benevolent and Protective Order of Elks of United States of America, Inc. is a tax-exempt civic and social organization. Elk Lodge is a Billings, Montana-based fraternal organization that hosts various civic events and social gatherings like wedding receptions, meetings, and other functions. Billings Lodge filed a voluntary Chapter 11 bankruptcy petition (Bankr. D. Mont. Case No. 20-10110) on June 5, 2020, listing as much as $10 million in both assets and liabilities. Judge Benjamin P. Hursh oversees the case. The Debtor tapped Felt Martin PC as legal counsel and Heidi Giem of Paigeville Accounting, LLC as accountant. The U.S. Trustee for Region 18 appointed a committee of unsecured creditors on July 23, 2020. The committee is represented by Patten, Peterman, Bekkedahl & Green, PLLC. BLADE GLOBAL: Seeks Approval to Hire Kokjer as Accountant --------------------------------------------------------- Blade Global Corporation seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Kokjer, Pierotti, Maiocco & Duck LLP as its accountant. The firm's services include: a. preparing and filing tax returns; b. preparing tax projections and tax analysis, if necessary; c. analyzing tax claims filed in the Debtor's Chapter 11 case; d. analyzing the tax impact of potential transactions; e. analyzing and testifying as to avoidance issues, if necessary; f. preparing a solvency analysis, if necessary; g. preparing wage claim withholding computations and payroll tax returns, if necessary; and h. serving as the Debtor's general accountant and consulting with the Debtor's chief restructuring officer and legal counsel. The firm's hourly rates are as follows: Richard Pierotti $485 per hour Senior Manager $360 per hour Senior Accountant $315 per hour Senior Staff Accountant $295 per hour Staff Accountant $250 - $260 per hour As disclosed in court filings, Kokjer does not represent interests adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Richard Pierotti, CPA Kokjer, Pierotti, Maiocco & Duck, LLP 333 Pine St., 5th Floor San Francisco, CA 94104 Phone: (415) 981-4224 Fax: (415) 981-2749 About Blade Global Blade Global Corporation, a Mountain View, Calif.-based company that provides data processing, hosting and related services, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Calif. Case No. 21-50275) on March 1, 2021, disclosing total assets of up to $100 million and total liabilities of up to $50 million. Perry Michael Fischer, sole director, signed the petition. Judge M. Elaine Hammond oversees the case. The Debtor tapped Binder & Malter LLP as bankruptcy counsel, Berliner Cohen LLP as special corporate counsel, and Kokjer Pierotti Maiocco & Duck LLP as accountant. Michael Kasolas of Michael Kasolas & Company is the Debtor's chief restructuring officer. BOY SCOUTS: Ex-Director Johnson Blows Child Protection Efforts -------------------------------------------------------------- The Associated Press reports that a former Youth Conservation Director of the Boy Scouts of America said Tuesday, October 19, 2021, that the organization hasn't done enough to protect children from sexual abuse and will keep the bale of abuse over the last few decades Said that. In a speech at the National Press Club, Michael Johnson urged Congress to investigate BSA's efforts to cover up abuse over the past few decades and the risks the organization still poses to children. "The Boy Scouts of America isn't safe for kids. It's safer, but it's not safe for kids," he said. "We failed you. I failed you," shed Johnson, adding in a statement targeting the survivors of the abuse. Johnson was fired in December after the Boy Scout described it as a financial restructuring. He refused to sign non-disclosure agreements and non-disclosure agreements in exchange for severance pay. "I'm sick of people telling me what to say, how to say, and what to believe in that organization," said Johnson, who was hired as BSA's first youth protection director in 2010. A boy scout spokesperson said there were no attempts to purchase Johnson's silence and that the terms of the retirement package are the same as those of other qualified employees who have been dismissed. Asked why he decided to move forward, Johnson said he has begun to feel that boy scouts have become less likely to accept the necessary reforms in recent years. "Suddenly I couldn't make the changes I needed, and there were excuses and omissions ... I felt naive that I could make changes within my organization and had some success, but that's almost enough. It wasn't," he said. Johnson's decision is in the midst of the Scout Association of Japan's bankruptcy case. Ballots have been distributed to tens of thousands of men who have been molested as children by Scout Masters and others to vote on whether to approve the reorganization of BSA. schedule. Irving, Texas-based Boy Scouts Federation seeks bankruptcy protection in Delaware in February 2020, blocks hundreds of individual proceedings, and creates a fund for men who claim to have been sexually abused as children The organization faced 275 proceedings at the time, but faced more than 82,000 allegations of sexual abuse in bankruptcy cases. In an article published in August 2019, just six months before the bankruptcy filing, Johnson defended Boy Scout's efforts to protect children from sexual abuse. "Contrary to many inaccurate reports, our youth protection policy is in line with and sometimes goes beyond social knowledge of abuse and best practices to prevent abuse," he wrote. I am. "We have these through mandatory youth protection training, ongoing collaboration with groups such as the Centers for Disease Control and Prevention and Youth Service Organizations, and ongoing involvement with abuse survivors and top experts in the field. We actively share our policies and continuously improve them." "The child safety policies and procedures we use are one of the most advanced and comprehensive youth service organizations today," he added. The Boy Scout issued a statement on Tuesday thanking Johnson for his dedication to the safety of young people and his impact on the organization. "I was disappointed to hear the characteristics of the program led by Mr Johnson and the concerns he raised, especially given his past public support for the powerful measures BSA enacted at his recommendation," the statement said. read. "Today, Scouting is safer than ever," he added, citing many policies implemented in recent years. "There are too many cases of abuse, but it is important to know that most of the claims in the BSA Chapter 11 proceedings precede modern youth protection policies. Specifically. , More than 85% of the claims claim the first case of abuse before 1990, and more than 50% of the claims claim the first case of abuse before 1974." In a letter to Congress on October 6, Johnson urged lawmakers to begin an investigation and hearing about "the risk of sexual abuse of children in Scout BSA." Scout BSA is a traditional scouting experience for children from 5th grade to high school, according to the BSA website. In the letter, Johnson advertised some improvements in youth protection policies during his tenure, but nevertheless, "low-risk" organizations were better suited than "high-risk" organizations like Boy Scouts. Drop it in a bucket." "While at Scout BSA, I witnessed a decision being made that the organization's top priority was not child safety, but the reputation and branding of the institution and its top sponsoring organizations," Johnson wrote. I am. As an example, Johnson said more than half of the sexual abuse cases reported in Boy Scouts were committed by other adolescents. And it blamed him for the lack of adult supervision and a wide age range at many events. He also said that known criminals are still volunteers, as BSA does not have proper screening procedures and reference checks for adult volunteers and leaders, and is not accountable by military-sponsored organizations such as churches and civil society groups. Yes, he said he had access to children. In a letter to Congress, Johnson proposed twelve "action steps," including a review of the BSA's Charter of the United Nations and an independent task force to study sexual abuse between young people. He also called for information about "ineligible volunteer files" or "perverted files" decades ago, listing scout leaders and volunteers suspected of abusing their children. 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. BRINKS HOME SECURITY: JPMorgan Struggles to Salvage Debt Deal ------------------------------------------------------------- Davide Scigliuzzo and Allison McNeely of Bloomberg News report that JPMorgan Chase & Co. is still laboring to sell $1.1 billion of bonds for debt-laden Brinks Home after investors shunned the company's original offer of a 10% yield for the notes, according to people with knowledge of the matter. The bank is asking prospective buyers to come up with their own proposals to get a deal done, which may include a higher yield or a different structure, according to the people, who asked not to be named because the discussions are private. Brinks Home is looking to sell the debt to refinance loans it took to exit bankruptcy two years. About Brinks Home Security Brinks Home Security, formerly known as Monitronics International Inc. is headquartered in the Dallas-Fort Worth area. It provides security alarm monitoring services to approximately 900,000 residential and commercial customers as of March 31, 2019. Ascent Capital Group, Inc. is a holding company that owns Monitronics, doing business as Brinks Home Security. Monitronics International and certain of its domestic subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33650) on June 30, 2019. The Hon. David R Jones was the case judge. The Debtors tapped HUNTON ANDREWS KURTH LLP and LATHAM & WATKINS LLP as counsel; FTI CONSULTING, INC. as financial advisor; and MOELIS & COMPANY LLC as investment banker in the Chapter 11 cases. * * * Monitronics International officially exited Chapter 11 bankruptcy on Aug. 30, 2019, paving the way for the completion of its merger with non-debtor parent Ascent Capital Group Inc. In early August 2019, Monitronics and certain subsidiaries won approval of their joint partial prepackaged plan of reorganization. The Plan eliminated $885 million of debt, including $585 million aggregate principal amount of the Company's 9.125% Senior Notes due 2020, $250 million of the Company's term loans and $50 million of the Company's revolving loans. Approximately 14% of the Company's 9.125% Senior Notes due 2020 received cash and the remainder, along with $100 million of the Company's term loans, were converted into equity. Approximately $823 million of the Company's term loans were converted into a new term loan facility. Upon emergence, the Company also gained access to $295 million of additional liquidity under new exit financing (consisting of a $150 million term loan facility, and a $145 million revolving facility) to support its continued growth and ensure it can continue to execute on its strategic plan. CA MAGNUM: Moody's Assigns First Time 'B1' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service has assigned a first-time B1 corporate family rating to CA Magnum Holdings (CAMH) -- the special-purpose investment holding company formed by affiliates of The Carlyle Group Inc. to invest in IT solutions provider Hexaware Technologies Limited. Moody's has also assigned a B1 rating to CAMH's proposed $1,010 million senior secured notes due 2026. The proceeds from the proposed bond will be initially kept in an escrow account and will ultimately be used to fund CAMH's planned acquisition of a 95.42% stake in Hexaware. Should the proposed acquisition not proceed as planned, CAMH will redeem the bonds in full along with any accrued and unpaid interest by largely using the proceeds in the escrow account. The rating outlook is stable. CAMH's rating reflects the credit quality of Hexaware as Hexaware will be the only source of cash flows to service its debt obligations. Moody's has analyzed CAMH's credit metrics by adding Hexaware's debt and EBITDA into the holding company's proposed debt. RATINGS RATIONALE "CAMH's B1 CFR is predicated on its proposed acquisition of a 95.42% stake in Hexaware. Hexaware's resilient business profile, supported by tailwinds from the pandemic resulting in accelerated digitization of business processes along with its high EBITDA-to-cash-flow conversion and strong liquidity also support CAMH's rating," says Sweta Patodia, a Moody's Analyst. Hexaware serves customers in the growing digital solutions segment within the IT services industry, including digital product engineering, digital core transformation, enterprise and next-generation services, cloud transformation and data analytics. In recent years, IT spending by global enterprises on these digital technology solutions has been growing at a much faster pace than traditional business process outsourcing work carried out by IT service providers. The coronavirus pandemic has accelerated these trends, which has increased the demand for IT services. This favorable industry environment supports Moody's expectation that Hexaware's operating performance will remain strong and that the company's revenues will grow 14%-15% annually over the next 2-3 years. "However, CAMH's CFR also factors in the company's high starting leverage and dependence on dividends from Hexaware for its debt service requirements," adds Patodia. CAMH's consolidated leverage, as measured by gross debt/EBITDA, will be around 6.0x immediately following the transaction (December 2021). This is high for CAMH's current ratings, but Moody's expects its leverage to decline to around 4.7x by December 2023 and around 4.0x by 2024, such that it will be more appropriately positioned for the assigned ratings. Moody's assumes that CAMH will not engage in debt-funded dividend recapitalizations, such that its borrowings remain at or near current levels and that the company's credit metrics will improve organically through EBITDA growth. As the company continues to expand its scale, Moody's expects Hexaware's EBITDA to improve to around $233 million by 2023 from around $179 million in 2021. CAMH' B1 CFR factors in Hexaware's small scale, as reflected by its revenues of around $919 million for the 12 months ended September 2021 (LTM Sep 2021). Despite its much smaller scale relative to industry leaders such as Tata Consultancy Services Limited (Baa1 stable), Hexaware remains well positioned in terms of revenue per employee. The company also has an opportunity to win new business from Carlyle's other portfolio companies, which collectively spend around $1 billion on IT services each year. CAMH's CFR also considers Hexaware's customer concentration risk, with its top five clients accounting for 30.1% of total revenue from January through September this year, while its top 10 clients accounted for around 39.2% of total revenue over the same period. As such, the loss of a key customer will significantly affect the company's revenue growth. That said, Hexaware has reduced its customer concentration over the years, such that it is now in line with that of other IT companies of similar scale and size. Moreover, its long-standing relationships with its key customers also mitigates this risk to some extent. CAMH will have adequate liquidity. It will be able to comfortably service its interest obligations on its bond, given its proposed 95.42% stake in Hexaware and Hexaware's strong cash flow generation. As of September 30, 2021, Hexaware had cash and cash equivalents of around $189 million, compared with a total debt of $23 million. Moody's expects a steady cash build up on the balance sheet as the company will continue to generate $80 million-$90 million in cash flow each year (after accounting for the interest expenses on the bond) while capital spending needs will be minimal and limited to around 2% of revenues The ratings incorporate Moody's expectation that CAMH will not extract any additional cash from Hexaware apart from regular dividends required to service the interest obligations on the bond, such that Hexaware will maintain its financial flexibility. The stable outlook reflects Moody's expectation that Hexaware's revenue will continue to grow and that its margins will stay resilient, such that CAMH's consolidated credit metrics will strengthen over the next 12-18 months to levels more appropriate for its rating. The rating on CAMH's proposed notes are in line with the B1 CFR. The notes are structurally subordinated to the creditors and cash flows of Hexaware but will represent almost all the debt in the consolidated capital structure. Moody's does not expect any significant debt incurrence at Hexaware. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS CAMH, through Hexaware, remains exposed to various social risks, such as changes in immigration laws and the availability of a skilled workforce. This situation could result in higher employee and administration costs, and consequently, an erosion in Hexaware's EBITA margins. That said, Hexaware benefits from the large educated and skilled labor force in India where it is domiciled, which mitigates this risk to large extent. CAMH and Hexaware's concentrated ownership creates the potential for aggressive financial policies. Hexaware's steady free cash flow generation and limited plans for inorganic growth could result in significant cash build up on its balance sheet. This could lead to higher dividend payouts, although CAMH's ability to make payments outside the restricted group will be subject to the terms and conditions of the proposed notes. Carlyle's ownership of CAMH also provides Hexaware the opportunity to expand its business scale by tapping into Carlyle's network. While this could raise issues around related-party transactions, Moody's expects that Hexaware will follow an arms-length pricing structure for such transactions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings are well positioned at the current level and any upward rating momentum is unlikely in the short term. However, in the medium term, Moody's could upgrade the ratings if Hexaware continues to grow and the consolidated leverage at CAMH declines, as measured by debt/EBITDA, to below 3.5x-4.0x on a sustained basis. Further, Hexaware's prudent financial management with sustained financial flexibility will also be important for an upgrade. Excess cash on its balance sheet should first be applied toward reducing any outstanding debt before upstreaming as special dividends. Conversely, Moody's could downgrade the rating if CAMH engages in debt-funded dividend recapitalization or if Hexaware's operating performance weakens, such that its consolidated leverage, as measured by debt/EBITDA, remains above 4.5x-5.0x beyond 2023. The ratings will also come under pressure if CAMH extracts additional cash from Hexaware beyond the amount required to service the interest obligations on its proposed bond without reducing its outstanding debt. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CAMH is an investment holding company formed by affiliates of The Carlyle Group Inc. to hold their proposed investment of a 95.42% stake in Hexaware Technologies Limited. The company will have no other operations, employees, or real investments. Headquartered in Mumbai with 37 offices across the globe, Hexaware is an IT and business transformation service provider. The company provides technology solutions through several diversified service lines, including digital product engineering, cloud transformation, digital core transformation, enterprise and next generation services, business process service and digital IT operations. Hexaware recorded around $919 million in revenues for LTM September 2021, of which around 70.9% came from customers in the Americas, 19.8% from Europe and 9.3% from APAC. CB REAL ESTATE: Dec. 15 Plan Confirmation Hearing Set ----------------------------------------------------- On Sept. 15, 2021, debtor CB Real Estate, LLC filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement referring to Chapter 11 Plan. On Oct. 21, 2021, Judge Mildred Caban Flores approved the Disclosure Statement and ordered: * That acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * That any objection to confirmation of the plan shall be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * That the debtor shall file with the Court a statement setting forth compliance with each requirement in 11 U.S.C. § 1129, the list of acceptances and rejections and the computation of the same, within 7 working days before the hearing on confirmation. * That objections to claims must be filed prior to the hearing on confirmation. Debtor will include in its objection to claim a notice that if no response to the objection is filed within 30 days, the motion will be considered and decided without the actual hearing. * Dec. 15, 2021, at 9:00 AM, via Microsoft Teams is the hearing for the consideration of confirmation of the Plan. A copy of the order dated Oct. 21, 2021, is available at https://bit.ly/3pGoxxA from PacerMonitor.com at no charge. Attorney for the Debtor: CHARLES A. CUPRILL P.S.C. LAW OFFICES 356 Fortaleza Street Second Floor San Juan, PR 00901 Tel.: 787-977-0515 Fax: 787-977-0518 E-mail: ccuprill@cuprill.com About CB Real Estate San Juan, P.R.-based CB Real Estate, LLC is a fee simple owner of two commercial buildings located in Puerto Rico and a residential property in New York, valued at $8.9 million in the aggregate. CB Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 21-01849) on June 16, 2021, listing total assets of $10,147,500 and total liabilities of $3,407,130. Horacio Campolieto Bielicki, president of CB Real Estate, signed the petition. Judge Mildred Caban Flores oversees the case. The Debtor tapped Charles A. Cuprill, PSC Law Offices as bankruptcy counsel and Correa Acevedo & Abesada Law Offices, P.S.C. as special counsel. Luis R. Carrasquillo & Co. P.S.C. and Vicente Garcia CPA & Co., P.S.C., serve as the Debtor's financial consultant and accountant, respectively. CBL PROPERTIES: Names Post-Emergence Board of Directors ------------------------------------------------------- CBL Properties (OTCMKTS:CBLAQ) on Oct. 25, 2021, announced members of the Board of Directors selected to serve following its emergence from Chapter 11 on November 1st. Jonathan Heller, Partner and head of the New York office of Canyon Partners, who joined the CBL Board on October 15, as well as Stephen Lebovitz and Charles Lebovitz, will continue serving as Directors. In addition, five new Directors will join the Board: Marjorie Bowen, David Contis, David Fields, Robert Gifford, and Kaj Vazales. Mr. Heller will assume the role of Chairman of the Board with Mr. Contis serving as Lead Director. "We are pleased to welcome such a strong slate of directors to the CBL Board. CBL will benefit tremendously from directors that offer such diverse experiences and backgrounds," said Stephen Lebovitz, chief executive officer, CBL Properties. "We are at an exciting point in CBL's history, and I know each new board member’s excellent credentials and unique knowledge will add significant value to CBL and help position the company for future growth and success." Jonathan Heller (Chairman) - Mr. Heller is a Partner who oversees the New York office at Canyon Partners and is a member of the firm’s Investment Committee. He is responsible for the firm’s investments in companies in a wide range of industries, including REITs, Retail, Financial Institutions, Technology and Consumer. He has significant experience in various asset classes including stressed and distressed corporate debt, real estate securities, equities, municipal fixed income and structured products. Marjorie Bowen - Ms. Bowen is a former managing director of the fairness opinion practice at Houlihan Lokey. She has significant experience as a Board member of numerous public companies including several restructured companies in a variety of industries. David Contis (Lead Director) - Mr. Contis is the founder and president of AGORA Advisors, Inc. He has served as a board member for various companies, including his current service at Equity Lifestyle Properties, Inc. He brings extensive retail real estate experience having held executive leadership positions at Simon Property Group, Inc., and The Macerich Company. David Fields - Mr. Fields is Executive Vice President, Chief Administrative Officer and General Counsel for Sunset Development Company, the developer of Northern California's 585-acre Bishop Ranch. He has over 30 years of experience leading operations, administration, and legal affairs for companies with large-scale branded real estate holdings including the Irvine Company's Retail Division and Bayer Properties. Robert Gifford - Mr. Gifford most recently served as President and Chief Executive Officer of AIG Global Real Estate. Previously he was a Principal with AEW Capital Management holding leadership positions in acquisitions, capital markets/capital raising, portfolio and asset management. He currently serves on the boards of Lehman Brothers Holding, Inc., the advisory boards of Milhaus Ventures LLC., and the Davis Companies, and previously served on the board of Retail Properties of America (NYSE: RPAI) and Liberty Property Trust (NYSE: LPT). Kaj Vazales - Mr. Vazales is the Managing Director and Co-Head of North America for Oaktree's Global Opportunities strategy, leading the team’s investing efforts across a number of industries in the region and oversees the group's recruiting efforts. He is responsible for sourcing, underwriting, and executing publicly traded and private investments in the areas of distressed and stressed credit, private equity, leverage finance and equities. He has overseen several restructurings of companies including playing a key role in CBL's plan. He has also actively participated in both in- and out-of-court recapitalizations for some of the group’s largest investments, including sitting on ad hoc and official committees of creditors in chapter 11. CBL's current Board of Directors will remain in place until the company emerges from Chapter 11, at which time the new Board will assume its responsibilities. Korn Ferry managed the search process on behalf of the Company and the Ad Hoc group of noteholders and advised on final Director appointments. About CBL Properties Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market‑dominant properties located in dynamic and growing communities. CBL's portfolio is comprised of 105 properties totaling 63.9 million square feet across 24 states, including 63 high-quality enclosed, outlet and open-air retail centers and six properties managed for third parties. CBL seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. On the Web: http://cblproperties.com/ CBL, CBL & Associates Limited Partnership and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020 (Bankr. S.D. Tex. Lead Case No. 20-35226). In their restructuring, the Debtors tapped Weil, Gotshal & Manges LLP as their legal counsel, Moelis & Company as restructuring advisor and Berkeley Research Group, LLC as financial advisor. Epiq Corporate Restructuring, LLC, was the claims agent. * * * CBL & Associates Properties in early August 2021 won approval of its reorganization plan that cut $1 billion in debt, mainly by handing ownership to bondholders. Under the plan, bondholders will get 89 percent of the new CBL and existing shareholders will get 11 percent. CHARIOT BUYER: $90MM Term Loan Add-on No Impact on Moody's B3 CFR ----------------------------------------------------------------- Moody's Investors Service said Chariot Buyer LLC's (aka "Chamberlain Group") B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 senior secured first credit facility (comprised of a term loan and revolver) and Caa2 senior secured second lien term loan ratings are unchanged following the company's announcement that it plans to upsize its previously announced senior secured first lien term loan by $90 million. The outlook remains stable. The proceeds of the add-on will be used to reduce the equity contribution of new sponsor, Blackstone. The transaction will modestly increase leverage to 8.3x on a pro forma basis as of December 31, 2021 from Moody's previous assumption of 8.0x. Chamberlain Group's B3 CFR reflects the company's high debt leverage, which Moody's expects will be maintained above 7.0x through 2022. Furthermore, the rating considers Chamberlain Group's aggressive financial policy, as evidenced by the add-on transaction, that favors shareholders over creditors. Given the private equity ownership, Moody's expects the company to pay discretionary dividends, possibly with additional debt, from time to time. The rating also reflects strong demand drivers within the residential end market, which makes up over half of Chamberlain Group's sales, and is largely supported by the need to retrofit outdated equipment. In addition, the replacement cycle of a garage door opener is approximately 12 years which in turn creates a recurring-like revenue stream at the time of replacement for Chamberlain Group. The increased adoption of automated access control equipment, particularly within the commercial sector, should drive long-term growth for Chamberlain Group's products. Moody's rating also considers the company's strong margin profile, meaningful scale in the U.S., broad distribution network and strong brand recognition. Chamberlain Group's liquidity is expected to be good over the next 12 to 18 months and considers the company's annual positive free cash flow of about $100 million in 2021 and $50 million in 2022. Liquidity is supported by the expectation of full availability under the new $250 million revolver over Moody's forecast horizon. Chamberlain Group, headquartered in Oak Brook, IL, is a manufacturer of entryway and perimeter access control products and solutions in residential and commercial applications in markets around the world. For the last twelve month period ended June 30, 2021, the company generated $1.6 billion of revenue. Following the transaction, the company will be owned by Blackstone, a private equity group. CHARIOT HOLDINGS: Fitch Alters Outlook on 'B' IDR to Negative ------------------------------------------------------------- Fitch Ratings has revised the Outlook to Negative from Stable and affirmed the Long-Term Issuer Default Rating (IDR) of Chariot Holdings, LLC and Chariot Buyer LLC (dba Chamberlain Group) at 'B'. Fitch has also affirmed the expected 'B+(EXP)'/'RR3' rating of the proposed first lien senior secured revolver and term loan and the expected 'CCC+(EXP)'/'RR6' rating of the proposed second lien term loan. The revision of the Rating Outlook to Negative from Stable reflects the higher than previously expected debt level that will be incurred as part of the acquisition of Chamberlain Group by Blackstone. Fitch expects pro forma total debt to operating EBITDA (based on Fitch adjustments) to be around 7.7x and for this ratio to decline to about 6.8x 24 months after the close of the transaction, which is modestly above Fitch's negative rating sensitivity of 6.5x. Fitch had previously expected leverage to settle around 6.5x by the end of 2023. While the company generates sufficient FCF to reduce debt, there is execution risk as Fitch's expectation for lower leverage assumes EBITDA margin growth, including realization of cost savings and some synergies, combined with modest debt reduction beyond the required quarterly amortization. Chariot's IDR could be downgraded to 'B-' if cost savings and synergies are not realized and/or other capital allocation decisions (e.g. dividends, limited debt repayment) lead Fitch to expect that total debt to operating EBITDA will be sustained above 6.5x 18-24 months following the close of the acquisition. The expected ratings are predicated on the completion of the acquisition of Chamberlain Group by Blackstone and the planned financing activities. The expected ratings will be converted to final ratings after the acquisition is completed with financing arrangements that are consistent with Fitch expectations and provision of the final documents. KEY RATING DRIVERS Acquisition of Chamberlain Group: In September 2021, the Blackstone Group agreed to acquire Chamberlain Group, LLC for about $5.1 billion. The acquisition will be funded with about $2.615 billion of debt. The operations of Chamberlain Group and Systems, LLC will be consolidated under Chariot Buyer, the issuer of the company's debt. Solid Overall Competitive Position: Chamberlain Group has well-recognized brand names with leadership positions in the residential, commercial, and auto garage door opener markets. The company also has a well-diversified distribution channel comprised of dealers and installers, distributors, OEMs and large retailers, including The Home Depot and Lowe's. Fitch believes these attributes provide the company with a solid position in the value chain and helps drive stable to growing margins. High Leverage Levels: Fitch expects pro forma total debt to operating EBITDA (based on Fitch adjustments) to be 7.7x for the LTM period ending June 30, 2021 and will settle at around 8.4x at the end of 2021. The stable repair and remodel segment, combined with strong housing completions through at least the first half of 2022 supports modest deleveraging, although debt to EBITDA is forecast to remain elevated at around 7.2x at the end of 2022 before declining to 6.8x by the end of 2023 and 6.4x at the end of 2024. This assumes EBITDA margin growth, including realization of cost savings and some synergies, and modest debt reduction beyond the required quarterly amortization. Exposure to Repair Segment Limits Cyclicality: The company has a well-diversified end-market exposure, with about 54% of revenues directed to the residential market, 36% to the commercial market, 5% to the automotive market and 5% to international operations. Within its residential segment, about 76% is directed to the retrofit market, which includes a high proportion of non-discretionary break-fix activity. Fitch views Chariot's end-market exposure positively as the residential and commercial construction markets typically have differing cycles and the retrofit market is less cyclical than the new construction market. This should allow the company to generate more stable revenues and cash flow through the cycle. Strong Profitability and FCF Margins: Fitch expects Chariot to continue to generate EBITDA and FCF margins that are similar to investment grade building products peers. The company has reported Fitch-calculated EBITDA margins in the mid-to high-teens and Fitch expects the company will generate EBITDA margins of 21%-22% over the rating horizon as Chariot realizes synergies from Blackstone's ownership of the company. Fitch expects FCF (cash flow from operations less capital expenditures and dividends) margins to be around 6%-6.5% during the rating horizon. The strong FCF margin provides the company the ability to reduce debt. Manufacturing and Distribution Footprint: A vast majority of Chariot's products are manufactured at its facility in Nogales, Mexico and finished goods are shipped from this location to seven distribution centers across North America. The strategic manufacturing footprint allows the company to produce high-quality products at competitive costs. However, it also exposes Chariot to significant risks should disruptions occur at this facility. Such was the case during the early part of the pandemic when the company temporarily shut down its production facility in Nogales. Fitch expects management will evaluate alternatives to hedge against the manufacturing concentration risk. Blackstone Ownership: Fitch expects the sponsor will maintain a relatively high leverage tolerance as evidenced by the high leverage multiple for the proposed acquisition by Blackstone. Fitch expects the company will lower leverage through EBITDA growth and debt reduction, but will likely remain in the 6.0x-7.0x range during the rating horizon. However, Fitch also expects Chariot will benefit from Blackstone's ownership, including accelerating the company's growth in the commercial garage door opener and access solutions market. DERIVATION SUMMARY Chariot's (dba Chamberlain Group) 'B' IDR reflects the high expected leverage following the close of the acquisition of Chamberlain Group by the Blackstone Group, the company's strong profitability and FCF margins, its solid overall position in the value chain, and diversified end-market exposure. The company's extended maturity schedule, adequate liquidity and manufacturing concentration risk are also factored into the ratings. Chariot has similar profitability and FCF metrics but higher leverage than Fitch's public-rated universe of building products manufacturers, which are concentrated in the low-investment grade rating categories. These peers typically have total-debt to operating EBITDA of less than or equal to 3.0x and global operating profiles. Chariot also has modestly higher leverage than large building products distributors rated by Fitch, including Park River Holdings, Inc. (B/Negative) and LBM Acquisition, LLC (B/Negative). Both Park River and LBM are expected to have debt to operating EBITDA around 6.0x-6.5x in the intermediate term. Chariot is smaller in scale but is better positioned in the value chain and has meaningfully higher profitability and FCF metrics compared to these distributors. Fitch applies its Parent and Subsidiary Linkage Criteria and uses a consolidated approach in determining the ratings of Chariot Holdings, LLC and Chariot Buyer LLC. The linkage follows a weak parent/strong subsidiary approach, and strong overall linkage between Chariot Holdings and Chariot Buyer. Fitch rates Chariot Holdings as it is the expected issuer of the financial statements and either directly or indirectly owns Chariot Buyer (borrower under the credit agreements) and all of the operating subsidiaries. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Revenues grow 16.5%-17.5% in 2021 and 2%-3% in 2022; -- EBITDA margins are 18.5%-19.5% in 2021 and 21%-22% in 2022; -- Pro forma debt to EBITDA of around 8.4x in 2021 and 7.2x in 2022; -- Modest debt reduction beyond required quarterly term loan (TL) amortization; -- FCF margin of 6%-6.5% in 2022. Recovery Analysis Assumptions The recovery analysis assumes that Chariot would be considered a going-concern (GC) in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Chariot's GC EBITDA estimate of $250 million projects a post-restructuring sustainable cash flow and is about 19% below Fitch's projected 2021 pro forma EBITDA. Fitch assumes that a default would occur from a meaningful and continued decline in residential and commercial construction activity, combined with the loss of one of its top customers. Fitch estimates revenues that are 15% lower and EBITDA margins that are 100 bps below projected 2021 pro forma EBITDA margin, which would capture the lower revenue base of the company after emerging from a downturn plus a sustainable margin profile after right sizing. An EV multiple of 6.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The 6.5x multiple is below the 14.7x purchase multiple for the Chamberlain Group. The EV multiple is higher than the 6.0x and 5.5x multiple Fitch uses for LBM Acquisition, LLC and Park River Holdings, respectively. Fitch believes Chariot has a stronger competitive position in the value chain as a manufacturer compared with LBM and Park River, both of which are distributors. The company also benefits from a dominant market share, which is reflected in the EBITDA margins in the high-teens. The revolver is assumed to be fully drawn at default. The analysis results in a recovery corresponding to an 'RR3' for the $250 million first lien revolver and $2.015 billion first lien secured term loan and a recovery corresponding to an 'RR6' for the $600 million proposed second lien secured term loan. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- The Outlook may be revised to Stable if the company achieves projected cost savings and synergies and Fitch's expectation that total debt to operating EBITDA will trend towards 6.5x 18-24 months following the close of the acquisition; -- Fitch's expectation that total debt-to-operating EBITDA will be sustained below 5.0x; -- The company maintains a strong liquidity position with no material short-term debt obligations. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation that total debt-to-operating EBITDA will be sustained above 6.5x or net debt-to operating EBITDA will be consistently above 6.3x 18-24 months after the close of the acquisition; -- FFO interest coverage falls below 2.0x; -- Fitch's expectation that FCF generation will be below 2%. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity Position: Following the consummation of the transaction, Fitch expects Chariot will have adequate liquidity with about $20 million of cash and full capacity under its $250 million revolving credit facility due 2026. Fitch expects the company to generate FCF margin of about 6%-6.5% annually (or around $100 million), which is sufficient to cover annual amortization of $20.15 million under the 1L TL. Fitch expects some excess FCF will be applied towards debt reduction beyond the required amortization. The company will have no debt maturities until 2028, when the 1L TL matures. ISSUER PROFILE Chariot Holdings, LLC (dba Chamberlain Group) is a leading North American provider of access control solutions, with the #1 positions in residential garage doors openers, commercial garage door openers, commercial gate controls, and automotive garage access remotes. The company has recently developed a wi-fi connectivity solution, myQ, which is embedded into new door opener units and through which the company aims to unlock service opportunities. 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. CHESAPEAKE ENERGY: Court Amends Order Approving $6.25MM Settlement ------------------------------------------------------------------ The United States District Court for the Southern District of Texas, Houston Division, issued an Amended Memorandum Opinion and Order dated October 13, 2021, a full-text copy of which is available at https://tinyurl.com/24ycedez from Leagle.com, to correct clerical errors in the memorandum and order it issued on August 23, 2021. The August 23 decision certified the MEC and Non-MEC settlement classes and approved the MEC and Non-MEC settlements in all respects. The two settlements make roughly $6.25 million available for Pennsylvania leaseholders with underpaid-royalty claims. The settlements also allow the Pennsylvania leaseholders to choose between "the higher of a calculated [in-basin] price or the netback" price. The MEC plaintiffs may choose the higher valuation each month, while the Non-MEC plaintiffs may choose their valuation method once. All three settlements offer opt-out rights. The decision also granted: -- the request of MEC class counsel for fees was granted in the amount of $2 million; -- the request of Non-MEC class counsel for fees is granted in the amount of $412,500; -- the request of MEC class counsel for reimbursement of costs and expenses is granted in the amount of $292,362.33; -- the request of MEC class counsel for reimbursement of costs and expenses is granted in the amount of $182,812; and -- the request for service awards for each Non-MEC named plaintiff is granted in the amount of $5,000. About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NASDAQ: CHK) operations are focused on discovering and responsibly developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. The Debtors obtained confirmation of their exit plan on January 16, 2021. COATESVILLE SOLAR: Taps Lohr & Associates as Legal Counsel ---------------------------------------------------------- Coatesville Solar Initiative, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Lohr & Associates, Ltd. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor with respect to its rights and obligations pursuant to the Bankruptcy Code; (b) assisting the Debtor in the preparation of its bankruptcy schedules and statement of financial affairs; (c) representing the Debtor at its first meeting of creditors and any Rule 2004 examinations; (d) preparing pleadings and other documents related to any proceeding instituted by or against the Debtor with respect to its bankruptcy case; (e) assisting the Debtor in the formulation and seeking confirmation of a Chapter 11 plan and disclosure statement; and (f) performing all other necessary legal services. The firm's hourly rates are as follows: Attorneys $450 per hour Paralegal $300 per hour The Debtor paid $4,500 to the firm as a retainer fee. Robert Lohr II, 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 J. Lohr II, Esq. Lohr & Associates, Ltd. 1246 West Chester Pike, Suite 312 West Chester, PA 19382 Telephone: (610) 701-0222 Email: bob@lohrandassociates.com About Coatesville Solar Coatesville Solar Initiative, LLC filed a petition for Chapter 11 protection (Bankr. E.D. Pa. Case No. 21-12855) on Oct. 20, 2021, listing up to $50,000 in assets and up to $1 million in liabilities. Harry S. Keares, managing member, signed the petition. Judge Ashely M. Chan oversees the case. The Debtor tapped Lohr & Associates, Ltd. as legal counsel. CORNERSTONE ONDEMAND: SLA CM Chicago, et al. No Longer Own Shares ----------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, SLA CM Chicago Holdings, L.P., SLA CM GP, L.L.C., SL Alpine Aggregator GP, L.L.C., Silver Lake Alpine Associates, L.P., SLAA (GP), L.L.C., SLA Chicago Co-Invest II, L.P., SLA Co-Invest, GP, L.L.C., Silver Lake Group, L.L.C. disclosed that as of Oct. 15, 2021, they ceased to be the beneficial owners of any common stock of Cornerstone OnDemand, Inc. On Oct. 15, 2021, pursuant to the terms of an Agreement and Plan of Merger with Sunshine Software Holdings, Inc., a Delaware corporation and affiliate of Clearlake Capital Group, L.P. ("Parent") and Sunshine Software Merger Sub, Inc., an indirect and wholly owned subsidiary of parent, (i) Sunshine Software Merger Sub merged with and into Cornerstone, with Cornerstone continuing as the surviving corporation and an indirect wholly-owned subsidiary of parent. Pursuant to the merger agreement, at the effective time of the merger, each share of common stock, par value $0.0001 per share, of Cornerstone outstanding was converted into the right to receive $57.50 per share in cash, without interest and subject to any required tax withholding. Each restricted stock unit held by directors of Cornerstone were converted into the right to receive an amount in cash equal to the product of the number of shares subject to such award multiplied by the merger consideration. In connection with the closing of the merger, the $218,242,000 and $75,758,000 principal amount 5.75% Convertible Senior Notes, held by SLA CM Chicago Holdings, L.P. and SLA Chicago Co-Invest II, L.P., respectively, were automatically converted into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, as adjusted pursuant to the terms of the indenture governing the convertible notes, multiplied by the merger consideration, plus accrued and unpaid interest for payments of $319,689,611 and $110,973,349, respectively. In connection with the closing of the merger, Mr. Joseph Osnoss disposed of 25,293 shares of common stock and 5,067 restricted stock units, in each case, which had previously been awarded to Mr. Osnoss as director compensation, for the merger consideration and pursuant to the merger agreement, respectively. These securities were previously held by Mr. Osnoss for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates or certain of the funds they manage. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1401680/000119312521302087/d247133dsc13da.htm About Cornerstone Headquartered in Santa Monica, California, Cornerstone -- www.cornerstoneondemand.com -- is a provider of learning and people development solutions, delivered as software-as-a-service. The Company helps organizations around the globe recruit, train, and manage their employees. Cornerstone reported a net loss of $39.98 million for the year ended Dec. 31, 2020, a net loss of $4.05 million for the year ended Dec. 31, 2019, and a net loss of $33.84 million for the year ended Dec. 31, 2018. As of June 30, 2021, the Company had $1.99 billion in total assets, $1.68 billion in total liabilities, and $308.57 million in total stockholders' equity. CP TOURS: $42K Unsecured Claims to Recover 24.7% in 5 Years ----------------------------------------------------------- CP Tours, LLC; Cycle-Party Fort Lauderdale, LLC; and Cycle-Party Miami, LLC submitted a First Modification to Combined Chapter 11 Plan of Reorganization under Subchapter V dated Oct. 21, 2021. The Combined Chapter 11 Plan of Reorganization under Subchapter V as Jointly Administered Debtors-in-Possession, is modified as follows: Class 1 is modified to add the following language: * Class 1 consists of the secured claim of US Small Business Administration (SBA) of $156,256 (CPT-1). The SBA filed a UCC-1 at 202001622366 to lien all of the assets of CPT, including office furniture, party bicycles and equipment and office tools. The loan is to be repaid in 360 payments of $731 with payment to start in May 2022. This class is unimpaired. Class 2 is modified to reflect that interest will be paid at the rate of 5% per annum with the new payment to be $1,002. Class 3 is modified to reflect that interest will be paid at the rate of 5% per annum with the new payment to be $525. Class 4 is modified to reflect that interest will be paid at the rate of 5% per annum with the new payment to be $896. Class 6 General Unsecured Claims is removed in its entirety and replace with new General Unsecured Classes 6(a); 6(b); and 6(c), as follows: * Class 6(a) – CP Tours, LLC has a total of $42,218 in unsecured claims comprised of Regions Bank ($40,623) and American Express (2 claims: $1,545 and $50.00, respectively). Regions Bank will be paid $521.39 over 20 quarters for a total of $10,034. American Express will receive $381.55 and $12.35, in a lump sum payment for each claim upon the Effective Date. Class 6(a) will receive 24.7% of their claims. Plan Payment Term is 5 years. * Class 6(b) – Cycle-Party Fort Lauderdale LLC has a total of $644.48 in unsecured claims and is comprised of two claims. Class 6(b) will receive 24.7% of their claims which will be paid in a lump sum payment on the Effective Date. * Class 6(c) Cycle-Party Miami LLC has a total of $8,626 in unsecured claims comprised of Regions Bank and American Express. Class 6(c) will be paid 100% of their claims in twenty (20) quarterly payments beginning on the Effective Date in the following amounts: Regions Bank: $397.70 and American Express: $28.60. Plan Payment Term is 5 years. The aggregate amounts of claims included in Classes 6(a) is $42,218; 6(b) is $644.48; and 6(c) is $8,626.12. Based upon the total quarterly distribution over 60 months allowed unsecured claimants in Classes 6(a) and 6(b) will receive a distribution of approximately of $24.7%, and Class 6(c) will receive 100%. This distribution is higher than what allowed general unsecured claimants would receive in a hypothetical Chapter 7, in which case the Debtor estimates that such claimants would receive no distribution. A full-text copy of the First Modified Combined Plan of Reorganization dated October 21, 2021, is available at https://bit.ly/3E8LJsm from PacerMonitor.com at no charge. Attorney for Debtor: 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 CP Tours CP Tours, LLC, filed for bankruptcy under Subchapter V of Chapter 11 (Bankr. S.D. Fla. Case No. 21-15900) on June 17, 2021. Affiliates Cycle-Party Fort Lauderdale, LLC, a provider of bicycle tours for sightseeing and special occasions, and Cycle-Party Miami, LLC, also filed separate Subchapter V petitions (Bankr. S.D. Fla. Case Nos. 21-15901 and 15903, respectively) on June 17. The three cases are jointly administered. As of the Petition Date, CP Tours estimated between $100,001 and $500,000 in both assets and liabilities; Cycle-Party Fort Lauderdale estimated up to $50,000 in both assets and liabilities; and Cycle-Party Miami estimated between $100,001 and $500,000 in assets and between $50,001 and $100,000 in liabilities. J. Michael Haerting, the Debtors' CFO and vice president, signed the petitions. Judge Scott M. Grossman is assigned to the cases. Van Horn Law Group, P.A. represents the Debtors as counsel. CYBER LITIGATION: Bar Date Notice by eMail Not Enough, Court Says ----------------------------------------------------------------- Cyber Litigation, Inc., moved to disallow a claim filed by Hansen Networks, which the Debtor scheduled as its largest unsecured creditor, on the ground that the proof of claim was filed after the bar date and should thus be disallowed as untimely. The parties have stipulated that the official bar date notice, as approved by the United States Bankruptcy Court for the District of Delaware, was sent to the wrong address. An evidentiary hearing established that the bar date notice was sent by mail to David Hansen, the principal of Hansen Networks, but at an address where Mr. Hansen was no longer residing at the time the notice was sent. The evidentiary record also makes clear, however, that the bar date notice was sent by email to an account that Mr. Hansen actively used. The question before the court is: Is that email notice good enough? According to the Court, if the only question before it were whether the notice satisfied the requirements of due process, it would conclude that it was. But meeting the constitutional due process standard is not the only requirement, the Court held. The debtor is also obligated to comply with the Federal Rules of Bankruptcy Procedure. And Bankruptcy Rule 2002(a)(7) provides that "the clerk, or some other person as the court may direct, shall give the debtor, the trustee, all creditors and indenture trustees at least 21 days' notice by mail of . . . (7) the time fixed for filing proofs of claim pursuant to Rule 3003(c)." This Court's bar date order authorized the Debtor, with the assistance of the claims agent, to provide that notice. And fairly read, the term "notice by mail" does not include email, the Court said. Bankruptcy Rule 2002(a)(7) is what the Supreme Court described in Kontrick v. Ryan as a "claims processing rule." The issue in Kontrick was not the claims bar date but the deadline under Bankruptcy Rules 4004 and 4007 for bringing a non-dischargeability action. While the Court held that compliance with such a rule could be forfeited (there, the defendant failed to raise the untimeliness of the claim until after the court entered judgment), Kontrick leaves no doubt that Bankruptcy Rules 4004 and 4007 set out mandatory requirements with which litigants must otherwise comply. The same is true of Rule 2002(a)(7). Perhaps, in a case in which a debtor could prove that a creditor obtained actual subjective knowledge of the bar date with more than 21 days' notice, the failure to provide appropriate service by mail of the bar date notice could be treated as harmless error under Bankruptcy Rule 9005. But the record established here would not support such a finding. The Court did note that it is troubled by the manner in which Mr. Hansen conducted himself at his deposition. Mr. Hansen testified (at a deposition that was focused, at least in part, on whether notice was provided to the correct address) that he could not recall his home address. Other answers were evasive, the Court said. While Mr. Hansen endeavored to repair the damage by offering, at the evidentiary hearing, explanations for some of his deposition conduct, those efforts were no more than partially successful. The Court does not believe, however, that this conduct provides a basis to deprive Hansen Networks of the procedural protections afforded to it by Bankruptcy Rule 2002(a)(7). The Debtor's objection to Hansen Networks' proof of claim on timeliness grounds will thus be overruled, without prejudice to the rights of the Debtor or any other party-in-interest to object to the allowance of the claim on any other ground. A full-text copy of the Memorandum Opinion dated Oct. 21, 2021, is available at https://tinyurl.com/58s7ktxj from Leagle.com. About NS8 Inc. Las Vegas-based NS8 Inc. -- https://www.ns8.com -- is a developer of a comprehensive fraud prevention platform that combines behavioral analytics, real-time scoring, and global monitoring to help businesses minimize risk. NS8 sought Chapter 11 protection (Bankr. D. Del. Case No. 20-12702) on October 27, 2020. The petition was signed by Daniel P. Wikel, the chief restructuring officer. The Debtor was estimated to have $10 million to $50 million in assets and $100 million to $500 million in liabilities at the time of the filing. Judge Craig T. Goldblatt replaced the Honorable Christopher S. Sontchi as the case judge. The Debtor tapped Blank Rome LLP and Cooley LLP as its legal counsel, and FTI Consulting Inc. as its financial advisor. Stretto is the claims agent. * * * The company changed its name to Cyber Litigation after selling substantially all of its assets to Codium Software LLC in December 2020. DARBY CABINETRY: Seeks to Hire Lampley Law Office as Legal Counsel ------------------------------------------------------------------ Darby Cabinetry seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ the Lampley Law Office to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor as to its powers and duties under the Bankruptcy Code; b. preparing legal papers; c. representing the Debtor at all meetings of creditors, hearings, pretrial conferences, and trials in this case; d. assisting the Debtor and participating in negotiations with creditors and other parties in interest in preparing a plan of reorganization and taking any other necessary steps to confirm the plan; e. representing the Debtor in negotiating with potential funding sources and preparing documents necessary to obtain funding; and f. performing other necessary legal services. The firm will be paid at the rate of $250 per hour. The Debtor paid the firm a $5,000 retainer, of which $225 was used for pre-bankruptcy work and $1,738 for the filing fee. As disclosed in court filings, the firm and its attorneys do not have any connection to the Debtor, creditors and the Office of the U.S. Trustee. The firm can be reached through: Jeffrey Lampley, Esq. Lampley Law Office 5237 Summerlin Commons Blvd, Suite 217 Fort Myers, FL 33907 Phone: 239-275-2289 Email: jlampleyesq@gmail.com About Darby Cabinetry Darby Cabinetry filed a petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-01355) on Oct. 8, 2021, listing up to $50,000 in assets and up to $500,000 in inabilities. Jeffrey Lampley, Esq. at the Lampley Law Office represents the Debtor as legal counsel. DIOCESE OF ROCHESTER: Seeks to Sanction Firms Over New Lawsuits --------------------------------------------------------------- Rachel Scharf of Law360 reports that the Diocese of Rochester asked a New York bankruptcy judge on Friday, October 22, 2021, to sanction Seeger Weiss LLP and other plaintiffs' firms for allegedly ignoring a Chapter 11 automatic stay and launching five new lawsuits on behalf of sexual abuse survivors. The diocese sought bankruptcy protection in September 2019, pausing an onslaught of sexual abuse suits filed after the New York Child Victims Act rolled back the statute of limitations on those claims. Now, the diocese says its automatic stay has been violated by a series of state court actions brought by Seeger Weiss, Williams Cedar LLC and Abraham Watkins Nichols Agosto Aziz. About The Diocese of Rochester The Diocese of Rochester in upstate New York provides support to 86 Roman catholic parishes across 12 counties in upstate New York. It also operates a middle school, Siena Catholic Academy. The diocese has 86 full-time employees and six part-time employees and provides medical and dental benefits to an additional 68 retired priests and two former priests. The diocese generated $21.88 million of gross revenue for the fiscal year ending June 30, 2019, compared with a gross revenue of $24.25 million in fiscal year 2018. The Diocese of Rochester filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave of lawsuits over alleged sexual abuse of children. In the petition, the diocese was estimated to have $50 million to $100 million in assets and at least $100 million in liabilities. Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the diocese's legal counsel and accountant, respectively. Stretto is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the diocese's Chapter 11 case. Pachulski Stang Ziehl & Jones, LLP and Berkeley Research Group, LLC serve as the committee's legal counsel and financial advisor, respectively. ECOARK HOLDINGS: Provides Progress Update on Digital Asset Mining ----------------------------------------------------------------- As previously disclosed in the Prospectus Supplement it filed on Aug. 5, 2021, Ecoark Holdings, Inc. has entered the digital asset mining business through its wholly-owned subsidiary, Bitstream Mining LLC. Since that date, Ecoark has taken substantial steps towards this goal. To date, Bitstream has paid unaffiliated third parties a total of $4,754,713 and is obligated to pay certain of these third parties an additional $8,685,712. In August 2021, Bitstream entered into an Agreement with a third party which will supply Ecoark with advanced housing infrastructure in exchange for approximately $375,000. Delivery of these enhanced housing infrastructure is expected in late 2021 or early 2022. Ecoark expects to secure a lease on land either adjacent to or reasonably near the power substation for a cryptocurrency mining facility it is developing in West Texas upon which the company will place the housing infrastructure. Bitstream has paid a power management company $1,096,000 which includes a $1,000,000 development fee, has executed a binding letter of intent for the power and infrastructure and is negotiating a definitive agreement for the development of the West Texas facility. In September 2021, Bitstream ordered 5,000 used Canaan Avalon 841 13 tera hash per second ("TH/s") miners for $1,350,000 plus shipping costs to be delivered on 1,000 unit increments through December 2021. In September 2021, Bitstream entered into a binding agreement referred to as a Memorandum of Understanding with Elite Mining Inc. that will supply high speed miners, host the Bitstream's data center and operate the miners it installs. In Phase 1 which is a beta test phase, Bitstream paid $600,000 to Elite Mining for 6 megawatts capacity's worth of very high speed and efficient miners by mid-January 2022. Bitstream has an option to purchase these high-speed miners at replacement cost (which may be higher than current cost). Elite Mining may provide hosting for third parties during Phase 1 which reduces the cash flow for Bitstream. This agreement will also allow Ecoark to utilize a minimum of 25 MWs of electricity under the power purchase agreement in Phase 2. Ecoark can terminate the hosting agreement as soon as it has secured sufficient capital to replace the hosted Bitmain S19 Pro miners with its own. Once Bitstream purchases the high efficiency miners, Elite Mining cannot host third parties. Elite Mining uses immersion cooling, and other technological enhancements, for the miners it will install for Bitstream. Immersion cooling is a technique where Bitcoin mining units are submerged in a dielectric fluid to keep the integrated circuits operating at lower temperatures which, when successful, has the potential to prolong equipment life, enhance hashing efficiencies, and provides the opportunity to "overclock" the processors, i.e., running at speeds beyond factory specified design. Phase 2 is planned to begin in May 2022 which is subject to Bitstream agreeing to proceed. If Bitstream elects to enter Phase 2, it will be required to loan Elite Mining the funds to develop a production facility in Texas on terms to be negotiated. Bitstream will have certain rights to the production facility capacity from Phase 2 and will pay Elite Mining for its services. In October 2021 Bitstream secured an additional 30 MWs of electrical capacity at a different West Texas location. This supplements Ecoark's prior agreement to secure 12 MWs and as a result the company will have a total of 42 MWs of electric power for immediate use and benefit to the company. Bitstream also plans to participate in the Electric Reliability Council of Texas' ("ERCOT") responsive reserve market by relinquishing its power back to the Texas grid as power stabilization events are needed. Additionally, Bitstream has procured mining infrastructure to power the 42 MWs and expects the equipment and infrastructure to be delivered over the next 120 days. This mining infrastructure includes twenty-one 2,600 kilo-volt amp (KVA) or similar transformers and Ecoark's first shipment of Bitcoin mining application-specific integrated circuits ("ASIC"). Ecoark has agreed to pay a total $3,375,635 for the new equipment and infrastructure as follows: (i) $506,345 upon the order which has been paid, (ii) $506,345 by Nov. 11, 2021, and (iii) the remaining $2,362,945 by Dec. 15, 2021. In connection with the increase in electrical capacity, Bitstream entered into a second binding letter of intent with the power management company pursuant to which Ecoark has paid a total of $2,954,500, consisting of a $2,628,000 development fee and a $326,500 reimbursement for payments made by the power management company to the electric utility to secure the power. In addition, Ecoark agreed to pay a total of $450,000 upon the power management company signing a binding agreement to acquire or lease 20 or more acres of usable land for Bitstream's facility and construct a transmission line to the mining site. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a diversified holding company. Through its wholly-owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including consulting, fund administration and asset management. Ecoark Holdings reported a net loss of $20.89 million for the year ended March 31, 2021, compared to a net loss of $12.14 million for the year ended March 31, 2020. As of June 30, 2021, the Company had $35.59 million in total assets, $14.90 million in total liabilities, and $20.69 million in total stockholders' equity. FIRST BRANDS: Fitch Assigns FirstTime 'BB-' IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'BB-' to First Brands Group LLC (FBG). The Rating Outlook is Stable. Fitch has also assigned a 'BB+'/'RR1' rating to the company's senior secured ABL, a 'BB+'/'RR2' rating to the company's senior secured first lien term loan, and a rating of 'BB-'/'RR4' to the company's senior secured second lien term loan. Fitch's ratings apply to a $250 million secured ABL, a $1,483 million secured first lien term loan and a $540 million secured second lien term loan. KEY RATING DRIVERS Ratings Overview: FBG is a manufacturer of non-discretionary, branded automotive aftermarket parts and components primarily for the replacement end-market in North America. FBG's ratings reflect the company's shift to a more conservative financial policy, its strong market position in a relatively stable end-market, and the expectation of improved operating and FCF margins. However, the company's product offering, which is more mature, and its limited geographic diversification are also incorporated into the ratings. The Stable Outlook reflects FBG's solid business profile, with a focus on the less-cyclical automotive aftermarket parts segment. It also incorporates Fitch's expectation that the company's restructuring activities, combined with debt reduction, will lead to credit protection metrics that are consistent with the low-'BB' rating category for the next several years. Strong Brand Portfolio: FBG is a privately held automotive replacement products company. It maintains a strong portfolio of brands, which are market-leading across multiple categories. FBG has the leading market share in North America within brakes, filters, fuel pumps, gas springs and wipers. Key brands include Centric, Raybestos and StopTech in brakes; FRAM and CHAMP in filters; Carter and Airtex-ASC in fuel & water pumps; STRONGARM in gas springs; AUTOLITE in spark plugs; and Trico and ANCO in wipers. Strategy Shift: Fitch believes FBG's shift away from an acquisition-lead growth strategy to be a credit positive. Since 2013, FBG completed eight acquisitions, which increased the company's size and scale while also diversifying and adding breadth to its product offering. Moving forward, Fitch expects acquisitions, if any, to be bolt-on transactions and to be funded with excess cash. Fitch expects FBG to shift its focus to realizing the expected cost savings from its restructuring program and to reduce leverage via debt reduction. Cost Saving Initiatives: FBG has identified substantial cost savings opportunities, the majority of which were identified following the acquisitions in 2020. In order to achieve the anticipated savings, FBG expects to incur material restructuring charges that are anticipated to be fully implemented by the second quarter of 2022. Fitch views the savings as largely achievable and it has incorporated the savings into its forecasts. The largest cost savings opportunity, which accounts for over half the total, involves in-sourcing component and parts manufacturing. Other cost savings targets involve headcount reductions and procurement savings. Localized Manufacturing: Fitch expects FBG to benefit from global supply chain constraints as a result of the company's decision to onshore a majority of its operations in Mexico from China prior to 2018. Fitch believes FBG's decision to onshore operations minimizes transportation risks by shortening the physical supply chain and it limits the effects of higher logistics costs on its profitability. Fitch expects FBG's reliance on suppliers in Asia to diminish overtime as the company plans to source more of its braking components from factories in North America. FCF Expected to Improve: Fitch expects FBG's FCF margins to be pressured in the short-term due primarily to the timing of the company's restructuring activities as well as costs associated with its debt refinancing transaction earlier in 2021. FBG's FCF margin (as calculated by Fitch) was -1.8% in 2020 due to elevated costs as a result of a few debt-funded acquisitions that were completed during the year. Fitch expects FBG's FCF margins to rise toward 1.5% or higher by YE 2021 before rising materially by YE 2022 once restructuring costs subside and benefits from the cost savings initiatives are realized. Fitch expects capex as a percentage of revenue to run around 2.0% over the next several years, higher than the previous two years of roughly 1.5%, as Fitch expects the company's capex needs have increased. Declining Leverage: As a result of timing-related effects due to prior year acquisitions, Fitch expects FBG's gross EBITDA leverage (gross debt, including off-balance sheet factoring/EBITDA, as calculated by Fitch) to decline toward 4.0x by YE 2021 after rising toward the mid-6x range at YE 2020. Fitch then expects gross EBITDA leverage to decline towards the high-2x range as EBITDA rises, due to benefits from cost savings initiatives, and the company targets excess cash towards debt reduction. Fitch expects FFO leverage to be 4.0x by YE 2021 and potentially towards the mid-3x by YE 2022. FBG's FFO leverage at YE 2020 was elevated due to timing related effects from prior year acquisitions as well as from elevated transaction costs. DERIVATION SUMMARY FBG is among the smaller public automotive suppliers, with a focus on non-discretionary, branded automotive aftermarket parts and components. Compared with suppliers with exposure to the automotive aftermarket, such as Robert Bosch GmbH (F1+), Goodyear Tire & Rubber (The) (BB-/Stable), Tenneco, Inc. (B+/Stable), and Clarios Global LP (B/Stable), FBG is smaller, with sales that are less geographically diversified, as roughly 90% of FBG's revenue is derived in North America. Compared with other Fitch-rated auto suppliers, FBG's products contain lower levels of technology content with key products such as brakes, wiper blades, gas springs, fuel & water pumps, spark plugs, and automotive filters, which are more mature in-nature than those of higher tech rated issuers such as BorgWarner, Inc. (BBB+/Stable) or Aptiv PLC (BBB/Stable). Compared with the aforementioned suppliers Tenneco, Inc. and Clarios Global LP, FBG's EBITDA leverage is lower and its EBITDA margins are much stronger. Notably, FBG's strong EBITDA margins are expected to be nearly double those of many investment-grade auto supply issuers, such as BorgWarner Inc., Aptiv PLC and Lear Corporation (BBB/Stable) as FBG benefits from its restructuring program in the intermediate term. Fitch expects FBG's FCF margins to be stronger than Aptiv PLC and Clarios Global LP as cash restructuring expenses decline in the intermediate term. KEY ASSUMPTIONS -- Revenue rises in 2021 primarily as a result of acquisitions that were completed in the latter half of 2020. Revenue rises by approximately 4.0% in 2022 and 3.0% in 2023; -- EBITDA margins are expected to increase toward 25% in 2021 and to then rise toward 31% in 2022. Margins are primarily driven by benefits from cost savings initiatives; -- The company does not engage in any debt-funded acquisitions; -- FCF margins run at about 1.5% in 2021, before rising materially in 2022; -- Capital intensity (capex as a percentage of revenue) runs at about 2.0% throughout the forecast; -- Fitch expects the company to direct excess cash toward debt reduction or tuck-in acquisitions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Gross EBITDA leverage sustained below 3.0x; -- FFO leverage sustained below 3.0x; -- FCF margins sustained above 5.0%; -- Further diversification in the company's geographic and end- markets. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A merger or acquisition that results in higher leverage or lower margins for a sustained period; -- Debt-funded shareholder returns; -- Gross EBITDA leverage sustained above 4.0x; -- FFO leverage sustained above 4.0x; -- FCF margins sustained below 1.0%. 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 Liquidity: Fitch expects FBG's liquidity position to improve to solid from adequate over the next couple of years. As of July 3, 2021, FBG had $77 million of unrestricted cash (excluding Fitch's adjustments for not readily available cash). In addition to its cash, FBG maintains additional liquidity through its $250 million Asset-Based Lending (ABL) revolver which matures in 2024. As of July 3, 2021, FBG had approximately $194 million in remaining available capacity after accounting for the borrowing base and approximately $28 million in Letters of Credit (LOCs) outstanding. Based on its criteria, Fitch treats cash needed to cover seasonal needs and other obligations, as "not readily available" for purposes of calculating net metrics. Due to the seasonality in FBG's business, Fitch has treated $45 million of FBG's consolidated cash at Jan. 1, 2021 as not readily available. Starting in 2021, Fitch has treated $75 million of FBG's cash as not readily available, based on Fitch's updated estimate of the amount of cash the company needs to keep on hand to cover seasonality in its business. Fitch believes the company has sufficient financial flexibility to meet its intermediate-term cash obligation needs due to the company's availability on its ABL facilities and Fitch's expectation for solid FCF generation. Debt Structure: FBG's debt structure consists of borrowings on its secured credit facility (which includes a First Lien Term Loan, second lien Term Loan, and an ABL revolver) and off-balance sheet factoring that Fitch treats as debt. FBG's off-balance sheet factoring includes supply chain financing programs that the company has with some of its aftermarket customers to whom the company has entered into extended payment terms. If the financial institutions involved in these programs were to curtail or end their participation, FBG might need to borrow from its revolver to offset the effect, but it could also mitigate at least a portion of the effect by exercising its contractual right to shorten the payment terms with these particular aftermarket customers. As of July 3, 2021, FBG had $2.0 billion of on-balance sheet debt and $406 million of off-balance sheet debt. Total On-Balance Sheet Debt consisted of: -- $1,479 million of secured first lien term loan borrowings; -- $540 million of secured second lien term loan borrowings; -- $22 million of other long-term debt. ISSUER PROFILE FBG is a leading manufacturer of non-discretionary, branded automotive aftermarket parts and components in North America. The company has a leading market position in the top-three categories sold at auto retailers. Key brands include FRAM, Trico, Centric and Raybestos. 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. FLOAT HORIZEN: Updates Pinnacle Bank Secured Claims Pay Details --------------------------------------------------------------- Float Horizen LLC submitted an Amended and Restated Chapter 11 Plan dated October 21, 2021. This is a not liquidation plan. In other words, the Debtor seeks to accomplish payments under the Plan through his income as a float spa. The Effective Date of the proposed Plan is 45 days after confirmation. Class 3A consists of the secured claim of Pinnacle Bank with $374,178 total claim amount. This Class has collateral of all of the personal property of the Debtor in the collateral value of $374,178. This claimant will receive continuing payment of $2,895 which shall bear interest at the contractual rate. The payments will continue until this claim is paid in full. The Amended and Restated Plan does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 4 consists of general unsecured claims. The Debtor will pay $250 per month for a period of no less than 60 months. Creditors in this class will receive their pro rata distribution under the plan and no less than 22% of the allowed amount of their claim. * Class 5 consists of interest holders. All assets will be reinstated. The Plan will be funded from income of the Debtor as a float spa. A full-text copy of the Amended and Restated Chapter 11 Plan dated Oct. 21, 2021, is available at https://bit.ly/3befWdc from PacerMonitor.com at no charge. Counsel to the Debtor: Steven L. Lefkovitz 618 Church Street, Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Float Horizen Float Horizen, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 20-04478) on Oct. 6, 2020. In the petition signed by Robin Ritter, chief manager. The Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Randal S. Mashburn oversees the case. Lefkovitz & Lefkovitz, PLLC, is the Debtor's counsel. Pinnacle Bank, as Lender, is represented by: Matthew R. Murphy, Esq. David M. Smythe, Esq. Smythe Huff & Hayden, PC 1222 16th Avenue South, Suite 301 Nashville, TN 37212 E-mail: mmurphy@smythehuff.com GATEWAY CASINOS: Moody's Hikes CFR to Caa1 & Alters Outlook to Pos. ------------------------------------------------------------------- Moody's Investors Service upgraded Gateway Casinos & Entertainment Limited's corporate family rating to Caa1 from Caa2, and probability of default rating to Caa1-PD from Caa2-PD. At the same time, Moody's assigned a Caa1 senior secured rating to Gateway's proposed $1.25 billion term loan due 2027. The outlook was changed to positive from negative. Proceeds will be used to refinance Gateway's capital structure and place additional cash on the balance sheet. Following transaction close, Moody's will withdraw the ratings on Gateway's existing first lien credit facilities and second lien notes. "The upgrade reflects the resolution of near-term refinancing risk and our expectation for a strong rebound in business," said Whitney Leavens, AVP-Analyst at Moody's, "however, we forecast that leverage will remain above 7.5x through at least year end 2022, with further deleveraging partially contingent on the completion of key property developments." Upgrades: Issuer: Gateway Casinos & Entertainment Limited Corporate Family Rating, Upgraded to Caa1 from Caa2 Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD Assignments: Issuer: Gateway Casinos & Entertainment Limited Senior Secured Term Loan, Assigned Caa1 (LGD4) Outlook Actions: Issuer: Gateway Casinos & Entertainment Limited Outlook, Changed To Positive From Negative RATINGS RATIONALE Gateway (Caa1 CFR) is constrained by: (1) high leverage, with Moody's adjusted debt to EBITDA remaining above 7.5x through year end 2022; (2) execution risk around the deployment of capital projects; and (3) an aggressive financial policy track record. Gateway benefits from: (1) strong market positions protected by substantial barriers to entry; (2) favorable provincial regulatory frameworks including capital incentive programs and supportive measures following sustained closures due to COVID-19; (3) adequate liquidity; and (4) a stable pre-pandemic operating and property development track record. Gateway's adequate liquidity reflects Moody's estimates that pro forma for the transaction as of September 2021, sources total about $110 million (consisting of cash on hand of $180 million excluding $70 million minimum liquidity covenant) compared to uses of close to $15 million through year end 2022. The company will not have access to a committed revolving credit facility. Moody's expects that free cash flow generation will be essentially break-even as the company continues to invest in new property developments in British Columbia and Ontario and mandatory debt amortizations will total $12.7 million. Moody's assumes the company does not elect the partial PIK option under the term loan, available through May 2023. Gateway will be required to maintain minimum liquidity of at least $70 million through Q2 2022 (including cage cash) and a net leverage ratio of under 8x thereafter, stepping down to 7x beginning with the quarter ended December 2023. About $30 to $35 million of cash will form part of the cash float for the operation in Ontario. Moody's has assumed the British Columbia Lottery Corporation (BCLC) will supply the company's cash float in British Columbia through at least December 2022. Gateway's secured first lien term loan is rated Caa1, at the same level as the CFR, since it represents the preponderance of liabilities in the capital structure. Notable terms of the proposed credit facility relating to covenant flexibility include the following: (1) there is no starter basket for incremental debt capacity; however, incremental debt may be incurred in unlimited amounts subject to a total net leverage ratio of 5.0x on a pro-forma basis. No portion of the incremental may be incurred with an earlier maturity than the initial loan; (2) The credit agreement does not permit the designation of new unrestricted subsidiaries and there are blocker provisions which prohibit collateral leakage through the transfer of assets to an existing unrestricted subsidiary; (3) certain non-wholly owned subsidiaries could be required to provide guarantees, and there are provisions that prevent the release of guarantees once a subsidiary ceases to be wholly-owned; (4) The credit agreement provides some limitations on up-tiering transactions. The above are proposed terms and the final terms of the credit agreement may be materially different. The positive outlook reflects Moody's expectation that Gateway will sustain a deleveraging trend as operations normalize while maintaining adequate liquidity. Gateway remains highly exposed to social risks arising from the impact of COVID-19 on business operations as well as the health and safety of patrons and employees. Despite ongoing capacity restrictions, business will nonetheless benefit from pent up demand and higher average patron spending, supported by savings built up during the pandemic. Uncertainties around the pace of recovery in the near term remain; however, Moody's expects a strong rebound in business and there is now better visibility given high vaccination rates in Canada. In addition, the federal government and gaming regulators have established a track record of supportive measures to offset the outsized impact of the pandemic. The company also has exposure to social risks relating to demographic changes and shifting consumer preferences as younger generations are less likely to access traditional casino-style gaming (particularly more profitable slot machines). Gateway has a track record of an effective strategy focused on modernizing its properties and developing attractive non-gaming amenities, such as food & beverage and live entertainment, to appeal to a broader customer base and more casual gamers. Governance risks include Gateway's majority private equity ownership by Catalyst (74%), which has an aggressive financial policy track record. In recent years, the company's shareholders have taken out sizeable distributions leading to higher leverage through mechanisms that introduce increased business risk. Given Catalyst's long tenor, Moody's also believes there is releveraging risk as the sponsor seeks an exit strategy. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if adjusted debt/EBITDA is likely sustainable under 8x (10x expected for FYE 2021), EBIT/Interest remains above 1x (0.8x expected at YE 2021) while capital projects are successfully completed and adequate liquidity is maintained. The ratings could be downgraded if liquidity weakens or operational performance is impacted by sustained casino closures or a slower than anticipated recovery. Gateway, headquartered in Burnaby, British Columbia, Canada, is a privately-owned gaming and entertainment company and second largest non-government gaming operator in Canada. The company is majority-owned (74%) by The Catalyst Capital Group Inc. (Catalyst), a private equity firm. Tennebaum Capital Partners LLC is a minority owner. The principal methodology used in these ratings was Gaming published in June 2021. GLOBAL WINDCREST I: Taps Vaughn & Vaughn as Special Counsel ----------------------------------------------------------- Global Windcrest I, LLC and Global Windcrest II, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of California to hire the Law Offices of Vaughn & Vaughn as special counsel. The Debtors need the firm's legal assistance in matters involving Calista Inc., Aukulista LLC and Settlers Bay Properties, Inc., including the state court action they filed, which is pending in the Superior Court of the State of California County of San Diego, Central Division (Case No. 37-2021-0022783-CU-MC-CTL). Calista is the indirect owner of Aulukista, which is the majority member of the Debtors and is an affiliate of Settlers Bay Properties, the Debtors' lender. The firm's hourly rates are as follows: Attorneys $450 per hour Associate Attorneys $250 per hour Law Clerks and Paralegals $150 per hour Donald Vaughn, 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: Donald A. Vaughn, Esq. Law Offices of Vaughn & Vaughn 501 West Broadway Suite 1025 San Diego, CA 92101 Telephone: (619) 237-1717 Fax: (619) 237-0447 Email: info@vv-law.com About Global Windcrest Global Windcrest I, LLC and Global Windcrest II, LLC filed petitions for Chapter 11 protection (Bankr. S.D. Calif. Lead Case No. 21-03935) on Oct. 1, 2021. At the time of the filing, Global Windcrest I listed as much as $50 million in both assets and liabilities while Global Windcrest II listed up to $10 million in assets and up to $500,000 in liabilities. Judge Laura S. Taylor oversees the cases. The Debtors tapped Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP as bankruptcy counsel and the Law Offices of Vaughn & Vaughn as special counsel. GLOBAL WINDREST I: Seeks to Hire Levene as Bankruptcy Counsel ------------------------------------------------------------- Global Windcrest I, LLC and Global Windcrest II, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of California to hire Levene, Neale, Bender, Yoo & Golubchik, LLP to serve as legal counsel in their Chapter 11 cases. The firm's services include: (a) advising the Debtors regarding the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the U.S. Trustee; (b) advising the Debtors regarding the rights and remedies of their bankruptcy estates and the rights, claims and interests of creditors; (c) representing the Debtors in any proceeding or hearing in the bankruptcy court involving their respective estates unless they are represented in such proceeding or hearing by special counsel; (d) conducting examinations and representing the Debtors in any adversary proceeding except to the extent that any such proceeding is in an area outside of the firm's expertise or which is beyond the firm's staffing capabilities; (e) preparing reports, applications, pleadings and orders; (f) assisting the Debtors in seeking court approval to obtain debtor-in-possession financing or use cash collateral; (g. assisting the Debtors in the negotiation, formulation, preparation and confirmation of a plan of reorganization; and (h) performing other necessary legal services. Ron Bender, Esq., the firm's attorney who will be providing the services, will be paid at an hourly rate of $625. Mr. Bender 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: Ron Bender, Esq. Levene, Neale, Bender, Yoo & Golubchik, L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Fax: (310) 229-1244 Email: rb@lnbyb.com About Global Windcrest Global Windcrest I, LLC and Global Windcrest II, LLC filed petitions for Chapter 11 protection (Bankr. S.D. Calif. Lead Case No. 21-03935) on Oct. 1, 2021. At the time of the filing, Global Windcrest I listed as much as $50 million in both assets and liabilities while Global Windcrest II listed up to $10 million in assets and up to $500,000 in liabilities. Judge Laura S. Taylor oversees the cases. The Debtors tapped Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP as bankruptcy counsel and the Law Offices of Vaughn & Vaughn as special counsel. GRAY TELEVISION: Fitch Assigns 'BB-' Rating on New Unsecured Notes ------------------------------------------------------------------ Fitch Ratings has assigned 'BB-'/'RR4' ratings to Gray Television Inc.'s (Gray) conditional new senior unsecured notes, the proceeds of which will be used to fund a portion of Gray's $2.8 billion purchase of Meredith Corporation and associated fees and expenses. The balance will be funded with new secured debt and cash on hand. The acquisition is expected to close in December 2021. The Rating Outlook is Stable. KEY RATING DRIVERS Meredith and Quincy Media Acquisitions: Gray's acquisitions of Meredith's local media broadcast assets and Quincy Media (closed August 2021) 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 -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 given the company's predominance in smaller and medium-sized markets. DERIVATION SUMMARY Gray's 'BB-' Issuer Default Rating 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 has a partial rebound in 2021 after 2020 declined 14%. Core advertising returned 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 Rates New $1.125BB Sr. Unsecured Notes 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level and '5' recovery ratings to the proposed $1.125 billion senior unsecured notes due 2031 issued by U.S. TV broadcaster Gray Television Inc. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate: 10%) recovery for lenders in the event of a payment default. The company will use the proceeds from the notes, along with its previously announced $1.5 billion incremental senior secured term loan, to fund the acquisition of Meredith Corp.'s portfolio of 17 TV stations. S&P said, "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 relates 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." GREEN PHARMACEUTICALS: Updates Plan to Include U.S. SBA Claims Pay ------------------------------------------------------------------ Green Pharmaceuticals, Inc., submitted a Fourth Amended Disclosure Statement as revised October 21, 2021 describing Fourth Amended Chapter 11 Plan. This is a reorganizing plan. The Debtor seeks to make payments under a plan paying unsecured creditors either a dividend over time. The Revised Fourth Amended Disclosure Statement adds the Class 2 secured claim of the U.S. Small Business Administration (lender in junior position). This Class has a collateral value of $370,000 subject to FC's senior interest, while portion of claim secured is approximately $300,000. Loan shall be paid in full plus interest. When plan payments have been completed, this creditor must promptly release of all liens asserted against the Debtor. The failure to do so promptly shall constitute a violation of the proposed plan and the order confirming the Plan. The Revised Fourth Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 3 consists of General Unsecured Claims. The total payout for all creditors in this class other than the Rosendez class is at 4.6%. For the Rosendez class, the payout is 100% of the agreed upon compromise. If Class 2 votes to accept the plan, then it shall receive the distribution. If Class 2 votes to reject the Plan, then the Debtor will move to cram down the Plan treatment. * Class 4 consists of Dominique and Christian De Rivel as 100% holders of the Debtor's stock. If Class 2 votes to reject the Plan and if the Court determines that the new value contribution the De Rivels have made during the case and at the time of confirmation do not constitute sufficient new value, then members of this class will receive no distribution. The Plan will be funded by the Debtor's business operation. The Debtor anticipates having monies of $300,000 at the Plan's Effective Date from an increase in an EIDL Loan. The Court approved the Debtor's motion to increase A hearing on the Debtor's motion to increase the amount of its EIDL loan to $500,000 from $150,000 and the Court authorized the Debtor to spend $50,000 of the increased sum on marketing and to segregate the balance of the funds, $300,000 pending plan confirmation and further order of the Court. A full-text copy of Revised Fourth Amended the Disclosure Statement dated October 21, 2021, is available at https://bit.ly/3vOPNej from PacerMonitor.com at no charge. Attorneys for Debtor: Steven R. Fox, SBN 138808 W. Sloan Youkstetter, SBN 296681 THE FOX LAW CORPORATION, INC. 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Tel: (818)774-3545 Fax: (818)774-3707 E-mail: srfox@foxlaw.com About Green Pharmaceuticals Green Pharmaceuticals, Inc. -- https://www.snorestop.com/ -- is a privately held company in Camarillo, California offering its flagship brand SnoreStop, an easy-to-use sprays and tablets that help people to experience a good night's sleep. SnoreStop the only medically proven over-the-counter natural solution to snoring that is not a device. Green Pharmaceuticals, based in Camarillo, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-12087) on Dec. 19, 2018. In the petition signed by Dominique De Rivel, president and CEO, the Debtor disclosed $380,735 in assets and $3,951,007 in liabilities. The Hon. Deborah J. Saltzman oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation, Inc., serves as bankruptcy counsel. GREEN VALLEY HOSPITAL: Names 6th CEO After Bankruptcy Exit ---------------------------------------------------------- Ayla Ellison of Beckers Hospital Review reports that Arizona hospital, Green Valley Hospital, has named its 6th CEO since 2015. The interim CFO of Santa Cruz Valley Regional Hospital in Green Valley, Ariz., will begin serving as CEO Nov. 1, according to the Green Valley News. Kerry Noble, who has served as CFO since February 2021, is stepping into the CEO role as outgoing leader Stephen Harris is returning to chair the hospital's board. Mr. Harris began leading the 49-bed hospital at the beginning of the year after Kelly Adams stepped down as CEO. Mr. Noble will be Santa Cruz Valley Regional Valley Hospital's sixth CEO since it opened in 2015, according to the Green Valley News. The facility opened as Green Valley Hospital in 2015 and entered Chapter 11 bankruptcy in early 2017. The bankruptcy court approved the sale of the hospital to a private equity firm in February 2018, and it emerged from bankruptcy five months later with its current name. Before joining Santa Cruz Valley Regional Hospital, Mr. Noble did consulting work and served as CEO of Great Bend (Kan.) Regional Hospital, according to the report. About Green Valley Hospital Green Valley Hospital -- http://www.greenvalleyhospital.com/-- also known as Santa Cruz Valley Regional Hospital, is a licensed and general acute care hospital open 24 hours a day, seven days a week. It cost more than $75 million to construct and equip. The facility opened in May of 2015. The hospital is a 49-bed general acute care hospital with a 12-bed emergency department. The hospital currently has 337 employees and has credentialed over 232 physicians on its medical staff. GV Hospital Management, LLC d/b/a Green Valley Hospital, and its affiliates Green Valley Hospital, LLC d/b/a Green Valley Hospital and GV II Holdings, LLC, filed Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 17-03351, 17-03353 and 17-03354, respectively) on April 3, 2017. Grant Lyon, chairman of the Board, signed the petitions. The cases are jointly administered. GV Hospital Management estimated $50 million to $100 million in assets and liabilities. Green Valley Hospital estimated $1 million to $10 million in assets and up to $100 million in liabilities. GV II Holdings estimated under $1 million in assets and $50 million to $100 million in liabilities. The cases are assigned to Judge Scott H. Gan. The Debtors are represented by S. Cary Forrester, Esq., and John R. Worth, Esq., at Forrester & Worth, as bankruptcy counsel. The Debtors hired Edwards Largay Mihaylo & Co., PLC as tax accountant. The Office of the U.S. Trustee on May 17 appointed an official committee of unsecured creditors. The committee hired Perkins Coie LLP as bankruptcy counsel. Susan N. Goodman, RN JD, was appointed Patient Care Ombudsman for GV Hospital Management, LLC. GUARDION HEALTH: Stockholders Approve All Proposals at Meeting -------------------------------------------------------------- Guardion Health Sciences, Inc. held its annual meeting of stockholders at which the stockholders: (1) elected Robert N. Weingarten, Mark Goldstone, Donald Gagliano, M.D., David W. Evans, Ph.D., and Bret Scholtes to serve as directors until the company's next annual meeting of stockholders or until their successors are elected and qualified, or until their earlier resignation or removal; (2) ratified the appointment of Weinberg & Company, P.A. as Guardion's independent registered public accounting firm for the fiscal year ending Dec. 31, 2021; and (3) approved, on an advisory basis, the company's 2020 named executive officer compensation. At a meeting of the Board held on Oct. 22, 2021, the Board adopted a resolution pursuant to Article III, Section 1 of Guardion's Second Amended and Restated Bylaws pursuant to which the Board set the number of members of the Board at five directors, thereby eliminating the vacancy created on the Board resulting from Kelly Anderson's decision not to stand for re-election to the Board at the Meeting. In addition, in connection with Donald Gagliano's re-election as a member of Guardion's Board, the directors of the company appointed Donald Gagliano as a member of the company's audit committee and compensation committee effective as of Oct. 22, 2021. Furthermore, effective as of Oct. 22, 2021, the Board formed a separate stand-alone nominating and corporate governance committee and appointed Robert N. Weingarten, Mark Goldstone and Donald Gagliano as members, with Mr. Weingarten serving as the chair of such committee. The nominating function was previously performed by the independent members of the Board and not as a separate stand-alone committee. The nominating and corporate governance committee shall be responsible for, among other things, identifying individuals qualified to become members of the Board and recommending to the Board the persons to be nominated for election as directors and to each committee of the Board. Each of Messrs. Weingarten, Gagliano and Goldstone are deemed "independent" as that term is defined under Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. About Guardion Health Sciences Headquartered in San Diego, California, Guardion -- http://www.guardionhealth.com-- is a specialty health sciences company that develops clinically supported nutrition, medical foods and medical devices, with a focus in the ocular health marketplace. Located in San Diego, California, the Company combines targeted nutrition with innovative, evidence-based diagnostic technology. Guardion Health reported a net loss of $8.57 million for the year ended Dec. 31, 2020, compared to a net loss of $10.88 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $41.28 million in total assets, $1.99 million in total liabilities, and $39.29 million in total stockholders' equity. H.B. FULLER: Moody's Hikes CFR to Ba2 & Secured Term Loan to Ba1 ---------------------------------------------------------------- Moody's Investors Service upgraded the corporate family rating of H.B. Fuller Company (Fuller) to Ba2 from Ba3. Other ratings upgraded include the senior secured term loan to Ba1 from Ba2 and the unsecured notes to Ba3 from B2. The probability of default rating is also upgraded to Ba2-PD from Ba3-PD. The upgrades reflect meaningful debt reduction and improved metrics since the fully debt-financed acquisition of Royal Adhesives & Sealants LLC ("Royal") in 2017. The company has reduced debt with free cash flow by roughly $790 million since then with an additional $90 million expected in the fiscal fourth quarter of this year, improving gross adjusted leverage over this time period from the mid-6x range to under 4x times, expected by fiscal year end 2021. Cash flow metrics have also improved significantly with RCF/TD improving from the mid-single digit percent at the time of the transaction to about 20% expected by year end. The company's speculative grade liquidity rating remains unchanged at SGL-2. The outlook on the ratings remains stable. "Fuller is targeting company adjusted EBITDA margins of 17-18% in the long term compared to current company adjusted EBITDA margins of 14% for the first nine months of 2021, with significant headwinds from supply chain disruptions and raw material inflation," according to Joseph Princiotta, SVP at Moody's. "The business realignment last year from five to three operating segments, as well as consolidation across global product lines and operational efficiency improvements, should allow further synergy capture and support improvement towards Fuller's target margins," Princiotta added. Upgrades: Issuer: H.B. Fuller Company Corporate Family Rating, Upgraded to Ba2 from Ba3 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Senior Secured Bank Credit Facility, Upgraded to Ba1 (LGD3) from Ba2 (LGD3) Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD5) from B2 (LGD5) Outlook Actions: Issuer: H.B. Fuller Company Outlook, Remains Stable RATINGS RATIONALE Fuller's credit profile reflects moderate scale, modest but improving margins, and its status as the only global adhesives pure-play. The profile is supported by Fuller's diverse global operations and revenues, leading positions in the relatively stable hygiene, health and consumable (HHC) adhesive markets, established customer relationships and barriers to entry based on formulation and application expertise. The HHC segment is Fuller's largest representing about 45% of revenues. Credit metrics have improved since the large debt-financed acquisition of Royal a few years ago. By fiscal year end 2021, Gross Adjusted Leverage is expected to decline below 4.0x with Retained Cash flow to Total debt expected to be roughly 20%. The Royal acquisition increased Fuller's revenues by $650 million, helping to achieve roughly $3.0 billion in revenues compared to $2.2 billion prior to the deal. The acquisition also strengthened the company's presence in higher-margin adhesive segments: engineering adhesives (includes durable assembly) and construction products which now comprise over 50% of total sales and support margin growth potential. While the acquisition came with positives, the $1.575 billion price was fully debt-funded, nearly tripling Fuller's debt and elevating adjusted debt/EBITDA to the mid-6x range, on a pro forma basis. The company has achieved $110 million in debt reduction so far through three quarters in 2021 and targets $200 million for the full year. Since the Royal acquisition, Fuller has reduced total debt by about $790 million, exceeding its original debt reduction target of $600 million by YE 2020. The company is targeting net debt to EBITDA leverage (not including Moody's adjustments) of 3.0x in the near term and 2.5-3.0x range over the longer term. Recent company guidance is for full year adjusted EBITDA to be between $460 to $470 million (versus $455M to $475M previous guidance) -- Increases of ~13% to ~16% versus 2020, supported by on-going recovery in global industrial production, pricing actions balancing higher input costs, and benefits from the company's operational improvement projects. Raw material cost increases now expected to exceed 15% on a full year basis versus 2020. Moody's notes the EBITDA guidance is 7-9%% above the pre-COVID level of $430 million in 2019. Environmental, social and governance (ESG) risk factors are important considerations in Fuller's credit profile, as the company utilizes some toxic and hazardous chemicals. However, these risks are below average for a large specialty chemical company as Fuller is largely a formulator of adhesives and sealants and has limited chemical processing assets. Fuller has recorded environmental liabilities of roughly $7.4 million as of August 28, 2021, with almost $3.4 million attributable to a facility from the Royal acquisition. The environmental costs are not meaningful to Fuller's credit profile as they are minor compared to overall cash flows. Social and governance risks are also relatively low as Fuller is a public company and its products are mainly sold to industrial customers. Governance risks are generally less significant for large public companies like Fuller that articulate their financial and operating strategy, ensure strict compliance and reporting, and have transparent board structure and policies. Fuller's SGL-2 speculative grade liquidity rating reflects good liquidity supported by approximately $68 million in balance sheet cash at August 28, 2021, projected positive free cash flow generation, and full availability under the current $400 million four-year secured revolver. Along with the issuance of new notes in October 2020, the company amended and extended its revolving credit facility into a new four-year $400 million secured revolving credit facility due 2024. The new revolver has a maximum secured leverage covenant with step down features and a minimum interest coverage covenant. Moody's expect the company to be in compliance with the covenants over the next 12 months. The company generated approximately $173 million in Moody's-adjusted free cash flow for the LTM August 2021 period. Fuller's term loan amortizes at 1.00% annually. The stable outlook anticipates that the company will continue to generate free cash flow and use it for bolt-on acquisitions or modest share repurchases or debt reduction, and manage balance sheet leverage (debt-to-EBITDA) within its target 2.5-3.0x range on a net unadjusted basis. The stable outlook also reflects expectations that the company will refrain from large debt-financed acquisitions that spike leverage beyond the company's target range for an extended time period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if adjusted leverage were to improve to below 3.0x and RCF/TD above 20%, both on a sustained basis, and the company demonstrates its ability to sustain EBITDA margins in the high teen percentage range. Fuller's ratings could be downgraded if leverage is sustained above 4.0x, or if free cash flow is diminished or turns negative. The ratings could also be downgraded if the company undertakes additional meaningful debt-financed acquisitions that stress metrics. H.B. Fuller Company ("Fuller", NYSE: FUL), headquartered in St. Paul, Minnesota, is a formulator, manufacturer and marketer of adhesives and sealants. It is predominantly focused on the engineering adhesives, durable assembly, construction, packaging, and hygiene sub-segments of the adhesives market. Fuller generated revenues of nearly $3.2 billion for the twelve months ended August 21, 2021. The principal methodology used in these ratings was Chemical Industry published in March 2019. HAWAIIAN AIRLINES: Fitch Alters Outlook on 'B-' LT IDR to Stable ---------------------------------------------------------------- Fitch Ratings has revised its Outlook for Hawaiian Airlines and its parent company, Hawaiian Holdings, Inc., to Stable from Negative and affirmed its Long-Term Issuer Default Rating at 'B-'. The Outlook revision reflects the company's improved liquidity position along with rebounding passenger traffic to Hawaii, which together decrease the likelihood of a further downgrade. The rollout of multiple effective coronavirus vaccines along with the desire to travel enables a sustained recovery and limits the risk of a sharp downturn in air travel. Separately, Fitch has affirmed the rating of 'B+'/'RR2' on the $1.2 billion senior secured notes issued by S.P.V. Hawaiian Brand Intellectual Property, Ltd, and HawaiianMiles Loyalty, Ltd and guaranteed by Hawaiian Airlines, Inc. and Hawaiian Holdings, Inc. Fitch has also affirmed its ratings for Hawaiian Airlines Pass Through Series 2020-1 Class A certificates and Class B certificates at 'A-' and 'BB-', respectively. Fitch has also affirmed the ratings for Hawaiian Airlines 2013-1 Class A and Class B certificates at 'BB' and 'BB-', respectively. KEY RATING DRIVERS Traffic to Hawaii Improving: Fitch's updated forecast for Hawaiian anticipates that total revenue for the full year of 2021 will be 58% of 2019 levels. This compares with 47% for 2021 in Fitch's prior forecast. Fitch forecasts revenues to continue to improve to 80% and 97% of 2019 levels in 2022 and 2023, respectively. The risk of vaccine resistant variants like Delta introduces more uncertainty into the forecast. However, Fitch believes that widespread vaccine coverage should prevent a material decline in leisure travel from current levels. The rollout of effective COVID-19 vaccines and loosening of travel restrictions and quarantines rules have encouraged a rebound in and air traffic to Hawaii. Hawaii's air traffic has improved with visitor arrivals by air recovering to 880k in the month of July 2021, about 88% of 2019 levels. Hawaiian Airlines' traffic has recovered faster than expected in 2Q21 with RPMs reaching 62% of 2019 levels, from 26% in 1Q21 and 2% in 2Q20. Raising Capital to Strengthen Liquidity: Fitch estimates Hawaiian raised about $2.1 billion in capital over the past twelve months, helping to bring its total available liquidity of $2.2 billion including $747 million in adjusted short-term investments and $235 million in available credit facilities, compared with $803 million in total available liquidity at the end of 2019. Fitch applies a 30% discount to corporate bonds and other fixed income securities before factoring it into liquidity. The company also deferred the deliveries of its ten Boeing 787-9s with the first aircraft not set to arrive until September 2022. Hawaiian raised $262 million through the issuance of the 2020-1 enhanced equipment trust certificate (EETC) transaction in July 2020 and $1.2 billion in notes backed by Hawaiian's loyalty program and its brand intellectual property in February 2021. The company also raised about $114 million from a sale and leaseback transaction and $109 million through new shares. The payroll support program (PSP 2 & 3) provided roughly $372 million in cash and the company received $38 million in under the PSP program in the second half of 2020. It also received $45 million in loans under the Economic Relief Program (ERP). Refinancing Debt: Hawaiian has repaid the $45 million ERP loan in February 2021 and repaid $235 million outstanding on its credit facilities. Hawaiian has also announced a tender for its series 2020-1 EETC certificates in September 2021 to lower its financing costs; the notes had a coupon of 7.375% and 11.25%, respectively. The tender has been met with lukewarm reception. Fitch expects Hawaiian's cash levels to remain elevated in the medium term given the limited opportunities to pay down debt and the uncertainty surrounding the air traffic recovery. Market Concentration: Hawaiian's ratings have always been constrained by its reliance on tourist travel to the Hawaiian Islands. The coronavirus pandemic has highlighted that risk as quarantine restrictions effectively pushed passenger travel down 98% in the second quarter of 2020 and 96% in the third quarter at a time when domestic competitors began to see modest improvement from early 2020 lows. Market concentration risk for Hawaiian is partly offset by the company's focus on leisure travel and pent up leisure demand has helped drive a meaningful recovery in the 2Q21. HA 2020-1 Class A Certificates: The ratings on the class A certificates are driven by a top-down analysis incorporating a series of stress tests that simulate the rejection and repossession of the aircraft in a severe aviation downturn. The 'A-' rating on the senior certificates is supported by overcollateralization (OC) sufficient for the tranche to pass Fitch's 'A' level stress scenario and high-quality collateral. The collateral pool consists of 6 A321 NEOs and two A330-200s. Fitch considers the A321 NEOs to be high-quality tier 1 assets, while the A330-200s are considered tier 2. Fitch's maximum stress case LTV using Fitch's 'A' stress scenario is 80.0% when stresses are applied one year in the future. This level of OC provides a sufficient amount of protection for the senior tranche holders. HA 2013-1 Class A Certificates: The class B certificates rating of 'BB' are based on Fitch's bottom-up approach and incorporate a four-notch uplift from Hawaiian's IDR of 'B-'. The notching reflects the medium/high affirmation factor, presence of a liquidity facility and solid recovery prospects. Collateral consists of 6 2013 vintage A330-200s, which Fitch views as tier 2 assets. The transaction fails to pass Fitch's 'A' or 'BBB' level stress test due to declining asset values and conservative stress assumptions used in Fitch's analysis. In such cases, Fitch's EETC criteria state that the rating achieved through the bottom-up approach act as a ratings floor. HA 2013-1 and HA 2020-1 Class B Certificates: Hawaiian's B tranches rating of 'BB-' is driven on a three-notch uplift from Hawaiian's IDR of 'B-'. Notching consists of +2 notches for the affirmation factor (maximum is +3 for a 'B' category issuer) and +1 notch for the presence of a liquidity facility. HA 2020-1 PIK Interest Feature: Both tranches in the HA 2020-1 transaction incorporate a PIK feature in place of a standard liquidity facility. Even though PIK Interest defers delinquent interest payments until the underlying aircraft are remarketed and monetized, Fitch views it as roughly equivalent to the credit protection provided by a typical LF for the senior tranche. However, the PIK feature is less favorable to creditors due to the cash flow implications during the deferred payment period and there is an 'A' rating cap for transactions that feature a PIK. Affirmation Factor: Fitch considers the affirmation factor for both pools of aircraft to be moderate-high as both the A330-200 and A321NEO make up a significant portion of Hawaiian's fleet, making it unlikely that the aircraft in either pool would be rejected in the case of a bankruptcy. Fitch also considers the A321NEO a strong tier 1 aircraft. DERIVATION SUMMARY Credit metrics have been pressured across airlines globally due to the severe impact that the coronavirus pandemic has had on air travel. Hawaiian's 'B-' rating reflects the risks that remain for the airline industry and Hawaiian's degree of reliance on a single leisure-focused destination. The impact of the coronavirus on Hawaiian has been more severe than North American peers due to its less diverse route structure that focuses heavily on travel to its home market and significant travel restrictions that haves deterred air traffic to the state. Hawaiian's leverage is expected to remain elevated over the next couple of years due to the increased debt and weakened profitability and are comparable with American Airlines, which also exhibits leverage metrics below the 'B' category. EETC The 'A-' rating on the HA 2020-1 class A certificates is one notch below the rating on many comparable class A certificates issued by other airlines. The one notch differential is driven by the inclusion of A330 aircraft in the transaction, the uncertainty surrounding aircraft valuations, high coupon and HA's low corporate credit rating relative to other airlines. The 'BB-' rating on the class B certificates represents a three-notch uplift from Hawaiian's IDR of 'B-' (maximum uplift is five notches). The rating is in line with the B tranche ratings of certain American Airlines class B certificates, which Fitch views as having similar affirmation factors and recovery prospects. American Airlines is also rated 'B-'. The class B certificates are rated one notch below certain class B certificates in certain other American airlines EETCs where recovery prospects are higher. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Hawaiian's traffic (RPMs) recovers to around 58% of 2019 levels in 2021 and back to 2019 levels some time in 2024; -- Passenger yields recovering to 2019 levels in 2024; -- Jet fuel prices average around $1.9 per gallon in 2021 and $2.0 per gallon in 2022. EETC Key assumptions within the rating case for the issuer include a harsh downside scenario in which Hawaiian declares bankruptcy, chooses to reject the collateral aircraft, and where the aircraft are remarketed in the midst of a severe slump in aircraft values. A Hawaiian Airlines bankruptcy is hypothetical, and is not Fitch's current expectation as reflected in Hawaiian's 'B-' IDR. Fitch's models also incorporate a full draw on liquidity facilities and include assumptions for repossession and remarketing costs. Fitch's models incorporate a 20% 'A' level value stress for Hawaiian's A321 NEOs and a 40% stress for the A330s. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- A sustained recovery in traffic to the Hawaiian Islands; -- Expectations for total adjusted debt/EBITDAR to fall below 5x; -- FFO fixed-charge coverage moving toward 2x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Cash burn deteriorates over the next 9-12 months; -- Total liquidity falling below $500 million; -- FFO fixed-charge coverage sustained at or below 1x. 2013-1 and 2020-1 EETC: The individual tranche that is rated at 'A' for the HA 2020-1 transaction is primarily based on a top-down analysis based on the value of the collateral. Therefore, a negative rating action could be driven by an unexpected decline in collateral values. Hawaiian's EETC transaction retains significant amounts of overcollateralization leading to a material amount of headroom for asset values to decline without failing Fitch's stress tests. Senior tranche ratings could also be affected by a perceived change in the affirmation factor or deterioration in the underlying airline credit. Subordinated tranche ratings are based off of the underlying airline IDR. Fitch will downgrade in line with any future downgrades of Hawaiian Airline's ratings. Subordinate tranches are sensitive to recovery expectations in a stress scenario. Subordinate tranches are also subject to changes in Fitch's view of the likelihood of affirmation for the underlying collateral. Due to the sharp decline in appraised values for aircraft in the HA 2013-1 transaction, Fitch is using the bottom-up approach for the class A certificates. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: As of June 30, 2021, Hawaiian had total available liquidity of $2.4 billion including $747 million in short-term investments and $235 million in available credit facilities, or about equivalent to 79% of 2019 revenues. The maturities of short-term investments have gradually increased as the company looks to improve the return on its cash and short-term investments. Fitch applies a 30% discount to corporate debt and other fixed income securities before factoring it into the company's liquidity. The credit facility is set to mature on Dec. 11, 2022. Fitch considers the company's maturity schedule as manageable as the schedule is well spread. Hawaiian has $64.8 million of long-term debt set to mature in the last six months of 2021 and an additional $123 million in 2021. Hawaiian's debt structure primarily consists of secured borrowings and aircraft-backed debt. The company issued a $1.2 billion secured note backed by its loyalty program and its brand intellectual property in February 2021. Hawaiian issued $444.6 million in enhanced equipment trust certificates (EETC) in 2013 and $262 million EETCs in 2020. The collateral pool for the 2013 transaction consists of six 2013 and 2014 vintage A330-200s, while the collateral pool for the 2020 transaction consists of six 2018 and 2019 vintage Airbus A321-200neo and two Airbus A330-200. The rest of Hawaiian's borrowing primarily consists of aircraft loan agreements secured by Boeing 717s, Japanese Yen denominated aircraft loans, capital leases on aircraft and loans under the PSP programs. HA 2020-1: Both classes of certificates benefit from PIK features that cover up to 18 months of missed interest payments. HA 2013-1: Both classes of certificates feature an 18-month liquidity facility provided by Natixis (A+/F1/Negative). ISSUER PROFILE Hawaiian Holdings, Inc. is the parent company of Hawaiian Airlines, Inc., Hawaii's largest airline. The company, is dedicated to serving customers coming to and from Hawaii and those traveling between the islands of Hawaii. 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. HCA WEST: Non-Motorola Unsecureds to Recover 47% to 73% in Plan --------------------------------------------------------------- HCA West, Inc., HAI East, Inc., and HNA, Inc., submitted a First Amended Disclosure Statement in support of First Amended Joint Chapter 11 Plan of Liquidation dated October 21, 2021. The Plan is based in part on a global settlement (the "Settlement") among the Debtors, Insiders, Committee, and Motorola. Pursuant to the Settlement, (1) the Insiders agreed to, among other things, contribute $200,000.00 to the Class 4 Fund and release all Insider Claims, (2) Motorola agreed to reduce its Claim from $673,026,994 to $496,613,891, and (3) Motorola agreed to, among other things, permit $1.8 million of cash to be used to fund the Class 4 Fund for the benefit of Holders of Non-Motorola General Unsecured Claims. For purposes of this Liquidation Analysis, the Debtors assume the terms of the Settlement are not enforceable upon conversion of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code. Notably, the Plan effectuates a global settlement of the claims by and between the Debtors, certain Insiders of the Debtors, and Motorola – which filed the largest unsecured claim in the Chapter 11 Cases. Under the proposed settlement, as effectuated by the Plan, (a) Holders of Class 4 Claims (Non-Motorola General Unsecured Claims) will receive their pro rata share of $2 million (the "NonMotorola GUC Fund"), which will be funded, in part, by a $200,000 contribution from the Insiders, (b) Holders of Class 5 Claims (Motorola General Unsecured Claims) will receive their pro rata share of the remaining assets of the Debtors, after payment of Administrative Claims and the Non-Motorola GUC Fund, (c) the Insiders will waive and release any claims against the Debtors, and (d) the Debtors will waive and release any and all claims against Motorola and the Insiders relating to the Debtors. As a result of the global settlement embodied in the Plan, the Debtors estimate that Holders of Class 4 Claims (Non-Motorola General Unsecured Claims) will recover 47% to 73% under the Plan, which is dramatically better than the approximate 2.1% that may be recovered in chapter 7. Antitrust Action Hytera, along with Power Trunk, Inc. (together, the "Antitrust Plaintiffs") allege that Motorola has engaged in anticompetitive conduct in violation of federal and state antitrust and unfair competition laws and, on December 4, 2017, filed the Antitrust Action. In their complaint, the Antitrust Plaintiffs allege that Motorola's anticompetitive conduct has had the effect of eliminating competition for handheld land-mobile radios ("LMR"), has resulted in less choice and higher costs for customers, and has harmed Hytera in the form of lost sales and profits. The Antitrust Action is pending. Pursuant to the settlement embodied in the Plan, the Debtors' claims against Motorola related to the Antitrust Action will be released upon the Effective Date. For the avoidance of doubt, Hytera China's and PowerTrunk's claims against Motorola related to the Antitrust Action are unaffected by the Plan and shall continue between those parties. Estate Wind Down As of the date hereof, the CRO and his team are reviewing filed claims and actively pursuing the collection of accounts receivable. Since the engagement of the CRO and his team, they have collected in excess of $1.3 million in accounts receivable. The CRO is continuing to pursue the collection of the accounts receivable and expects further recoveries. As of August 31, 2021, the Debtors' combined cash balance was $18,166,000. Hytera West currently has approximately $4,742,000 of unrestricted cash and $314,000 of restricted cash on hand. Hytera East currently has approximately $12,862,000 of unrestricted cash on hand and $246,000 of restricted cash on hand. HYT has approximately $2,000 of unrestricted cash on hand. The First Amended Disclosure Statement alters the proposed treatment for unsecured creditors: Class 4 consists of all Non-Motorola General Unsecured Claims, including, for the avoidance of doubt, Insider Claims. Each Holder of an Allowed Class 4 Claim will receive its Pro Rata share of the Class 4 Fund as soon as practicable as determined by the Liquidation Trustee in accordance with the Liquidation Trust Agreement; provided, however, the Liquidation Trustee shall distribute $2 million to Holders of Allowed Class 4 Claims no later than 7 calendar days after the Effective Date. To the extent that a Holder of an Allowed Class 4 Claim holds such Claim against more than one Debtor, such Holder shall be entitled to a single distribution on account of each Claim that arises out of the same facts and circumstances regardless of the number of Debtors against which the Claim is asserted. The Liquidation Trustee reserves its rights to dispute the validity of any Class 4 Claim, whether or not objected to prior to the Effective Date. Class 5 consists of the Motorola General Unsecured Claims. The Motorola General Unsecured Claims shall be Allowed in the amount of $596,613,891.00 (the "Allowed Class 5 Claims") against each Debtor. Except to the extent that a Holder of an Allowed Class 5 Claim agrees to a different treatment of such Allowed Class 5 Claim, in full and final satisfaction, settlement, release, and discharge of the Allowed Class 5 Claims against the Debtors, each Holder of an Allowed Class 5 Claim will receive its Pro Rata share of the Distributable Cash as soon as practicable as determined by the Liquidation Trustee in accordance with the Liquidation Trust Agreement; provided, however, the Liquidation Trustee shall distribute at least $13 million to Holders of Allowed Class 5 Claims no later than 7 calendar days after the Effective Date. To determine the value that a holder of a Claim in an Impaired Class would receive if the Debtors were liquidated under chapter 7, the Bankruptcy Court must determine the aggregate dollar amount that would be generated from the liquidation of the Debtors' Assets if the Chapter 11 Cases had been converted to chapter 7 liquidation cases and the Debtors' Assets were liquidated by a chapter 7 trustee (the "Liquidation Value"). Moreover, if these Chapter 11 Cases were converted to cases under chapter 7 of the Bankruptcy Code, Holders of Class 4 Claims (Non Motorola General Unsecured Claims) would share in any recoveries pari passu with Holders of Class 5 Claims (Motorola General Unsecured Claims), whose claims may exceed $500 million. As a result, and as reflected in the Liquidation Analysis, recoveries for Holders of Class 4 Claims would be reduced from 47% to 73% under the Plan to approximately 2.1% in chapter 7. The Debtors seek entry of a Bankruptcy Court order that, upon the Effective Date, substantively consolidates the Estates into a single consolidated Estate and consolidates all of the debts of all of the Debtors, for all purposes associated with confirmation and consummation. However, in the event that the Bankruptcy Court does not approve the substantive consolidation of the Debtors there will be deemed to be a sub-class corresponding to each of the Debtors and the Holders of Allowed Class 4 NonMotorola General Unsecured Claims, Allowed Class 5 Motorola General Unsecured Claims and Holders of Allowed Class 6 Interests will receive the same treatment on a per Debtor basis, as is proposed on a consolidated basis. The Debtors will seek approval of this Disclosure Statement at a hearing scheduled for December 2, 2021 at 10:30 A.M. The Bankruptcy Court has scheduled December 28, 2021 as the voting deadline. A full-text copy of the First Amended Disclosure Statement dated October 21, 2021, is available at https://bit.ly/3B6LMD2 from PacerMonitor.com at no charge. Counsel to Debtors: John W. Lucas, Esq. Ira D. Kharasch, Esq. Victoria A. Newmark, Esq. Jason H. Rosell, Esq. Pachulski Stang Ziehl & Jones LLP 650 Town Center Drive, Suite 1500 Santa Ana, CA 92626 Telephone: (714) 384-4740 Facsimile: (714) 384-4741 E-mail: ikharasch@pszjlaw.com jlucas@pszjlaw.com vnewmark@pszjlaw.com jrosell@pszjlaw.com About Hytera Communications America HCA West Inc., previously known as Hytera Communications America (West), Inc. -- https://www.hytera.us/ -- is a global company in the two-way radio communications industry. It has 10 international R&D Innovation Centers and more than 90 regional organizations around the world. Forty percent of Hytera employees are engaged in engineering, research, and product design. Hytera has three manufacturing centers in China and Spain. On May 26, 2020, Hytera sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-11507). At the time of the filing, the Debtor estimated assets of between $10 million and $50 million and liabilities of between $500 million and $1 billion. Judge Erithe A. Smith oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as bankruptcy counsel; Steptoe & Johnson, LLP as corporate and special counsel; Imperial Capital, LLC as financial advisor; and David Stapleton of Stapleton Group as a chief restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on June 15, 2020. The committee is represented by Levene Neale Bender Yoo & Brill, LLP. INTELSAT SA: Court Sets Key Confirmation Hearing Dates ------------------------------------------------------ Advanced Television reports that Intelsat is inching towards its exit from its Chapter 11 bankruptcy reconstruction. Its bankruptcy court has now set the dates for the confirmation hearing of its formal Exit Plan. Intelsat SA's lawyers issued its final Disclosure Statement -- which can still be amended and modified -- on Oct. 17, 2021. They had hoped to start the process on Nov. 8th but that planned hearing has now been postponed to December 2nd with the judge supervising the process saying that there's still a lot of work to be done and that a 4-day planned hearing might not be adequate. The following probable dates are being suggested: – Confirmation Objection Deadline is likely to be November 12th – Final pre-Trial conference, likely for November 16th – Voting, on the scheme, is set at November 22nd – Replies of support or objections, likely to be November 23rd – Confirmation Hearing set for December 2nd The various litigants have been told that their opening statements are limited to 60 minutes, while the Plan supporters/objectors are limited to 30 minutes while other comments are limited to 15 minutes. "The party calling the witness may also, at its election, present limited direct examination, limited to no more than 10 minutes per witness; with the exception that each party may choose one witness to testify for live direct examination for up to 60 minutes if it elects to do so," proposes Intelsat's legal team. About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. It is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The U.S. Trustee for Region 4 appointed an official committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc. as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. INTERSTATE UNDERGROUND: Taps Krigel & Krigel as Legal Counsel ------------------------------------------------------------- Interstate Underground Warehouse and Industrial Park, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire Krigel & Krigel, P.C. to handle its Chapter 11 case. The Debtor had previously filed an application to employ Armstrong Teasdale, LLP, however, the law firm was unable to obtain court approval to serve as its bankruptcy counsel. Krigel & Krigel's services will include: (a) advising the Debtor with respect to its powers and duties in the continued management and operation of its business; (b) attending meetings and negotiating with representatives of creditors and other parties in interest; (c) taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the estate, and objections to claims filed against the estate; (d) preparing legal papers; (e) negotiating and prosecuting on the Debtor's behalf all contracts for the sale of its assets, plan of reorganization and all related agreements, and taking any action that is necessary for the Debtor to obtain confirmation of the plan; (f) appearing before the court and the U.S. trustee; and (g) performing all other necessary legal services. The firm's hourly rates are as follows: Sanford P. Krigel $350 per hour SJ Moore $275 per hour Ivan Nugent $275 per hour Erlene W. Krigel $275 per hour Paul Hentzen $275 per hour Karen Rosenberg $275 per hour Dana Wilders $275 per hour Lara Pabst $275 per hour Ben Varenhorst $225 per hour Legal assistants $100 per hour As disclosed in court filings, Krigel & Krigel neither neither holds nor represents any interest adverse to that of the Debtor or the estate. The firm can be reached through: Erlene W. Krigel, Esq. Krigel & Krigel, P.C. 4520 Main Street, Suite 700 Kansas City, MO 64111 Tel: (816) 756-5800 Fax: (816) 756-1999 Email: ekrigel@krigelandkrigel.com About Interstate Underground Warehouse and Industrial Park Kansas City, Mo.-based Interstate Underground Warehouse and Industrial Park, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 21-40834) on July 1, 2021, listing up to $10 million in assets and up to $50 million in liabilities. Leslie Reeder, chief executive officer, signed the petition. Judge Dennis R. Dow oversees the case. Pamela Putnam, Esq., at Armstrong Teasdale LLP serves as the Debtor's legal counsel while CBIZ MHM, LLC is the Debtor's accountant. IONIX TECHNOLOGY: Registers 29.1M Common Shares for Possible Resale ------------------------------------------------------------------- Ionix Technology, Inc. filed with the Securities and Exchange Commission a Form S-1 registration statement relating to the offering and resale by certain selling shareholders of up to an aggregate of 29,106,000 shares of the company's common stock, par value $0.0001 per share. The company's common stock is traded on the over-the-counter market (OTCQB) under the symbol "IINX". However, the common stock offered by this prospectus may also be offered by the selling shareholders to or through underwriters, dealers, or other agents, directly to investors, or through any other manner permitted by law, on a continued or delayed basis. Ionix is not selling any shares of common stock in this offering, and it will not receive any proceeds from the sale of shares by the selling shareholders. The registration of the securities covered by this prospectus does not necessarily mean that any of the securities will be offered or sold by the selling shareholders. The timing and amount of any sale is within the respective selling shareholders' sole discretion, subject to certain restrictions. The company's common stock is traded on the over-the-counter market under the symbol "IINX." On Oct. 12, 2021, the closing price of the company's common stock as reported by OTC Markets Group, Inc.'s OTCQB Market was $0.11. A full-text copy of the prospectus is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1528308/000121465921010593/d1014210s1.htm About Ionix Technology Ionix Technology, Inc. (formerly known as Cambridge Projects Inc.), a Nevada corporation, was formed on March 11, 2011. The Company was originally formed to pursue a business combination through the acquisition of, or merger with, an operating business. Since January 2016, the Company has shifted its focus to becoming an aggregator of energy cooperatives to achieve optimum price and efficiency in creating and producing technology and products that emphasize long life, high output, high energy density, and high reliability. By and through its wholly owned subsidiary, Well Best and the indirect subsidiaries, Baileqi Electronics, Lisite Science, Welly Surplus, Fangguan Photoelectric, Fangguan Electronics and Shizhe New Energy, the Company has commenced its main operations of high-end intelligent electronic equipment and photoelectric display products, became the New energy service provider and IT solution provider, which are in the new-type rising industries. Ionix Technology reported a net loss of $406,607 for the year ended June 30, 2021, compared to a net loss of $277,668 for the year ended June 30, 2020. As of June 30, 2021, the Company had $21.74 million in total assets, $9.89 million in total liabilities, and $11.85 million in total stockholders' equity. ISLAND EMPLOYEE: Wins Access to Cash Collateral on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maine has authorized Island Employee Cooperative, Inc. to use cash collateral on a final basis in accordance with the budget. These Prepetition Secured Creditors assert an interest in the cash collateral: (1) Coastal Enterprises, Inc. (CEI); (2) Cooperative Fund of New England, Inc. (CFNE); (3) National Cooperative Bank, N.A. (NCB); (4) C&S Wholesale Grocers, Inc. (C&S); and (5) U.S. Small Business Administration. The Debtor is indebted to NCB in the aggregate amount $1,366,142,41. The Debtor was indebted to CFNE in the aggregate amount of $607,260,13. The Debtor was indebted to CEI in the aggregate amount of $777,076.72. The liens held by NCB, CFNE, and CEI securing the indebtness were first priority liens on the prepetition collateral, subject to the intercreditor agreement between and among the consenting lenders and any existing subordination agreements between one or more of the consenting lenders and C&S Wholesale Grocers, Inc. as may be applicable. As to C&S Wholesale Grocers and together with the consenting lenders and the Small Business Administration, the Debtor was indebted to C&S in the aggregate amount of $156,769.10. As adequate protection for the Debtor's use of cash collateral, the Prepetition Secured Creditors are granted valid, binding, continuing, enforceable, unavoidable, and automatically perfected, security interests in and liens on the Debtor's assets, whether acquired prior to or after the Petition Date. To the extent the Adequate Protection Liens are insufficient to cover the Adequate Protection Obligations in their entirety, the remaining, unsatisfied Adequate Protection Obligations due to the Prepetition Secured Creditors will constitute allowed administrative claims against the Debtors to the extent provided by section 507(b) of the Bankruptcy Code. In addition to the Adequate Protection Liens, the Consenting Lenders will continue to hold liens, rights as assignee, and/or security interests in any and all property of the Debtor to the same extent and validity, and in the same priority, as the Consenting Lenders held liens, rights as assignee, and/or security interests in the Prepetition Collateral as at the Petition Date. The Continuing Liens and the Adequate Protection Liens will be valid, binding, enforceable, and fully perfected without the necessity of the execution, filing, or recording of security agreements, pledge agreements, financing statements, fixture filings, or other agreements. Provided, however, that the Consenting Lenders may file or record financing. The Debtor will make adequate protection payments starting on November 1, 2021, and on the first day of each month thereafter until entry of an order confirming the Debtor's plan at these amounts: (i) CEI = $3,600/month; (ii) NCB = $6,175.71 (for a 30-day month, but $6,381.57 for a 31-day month); (iii) CFNE = $2,783.28/month; and (iv) C&S = $1,438.36/month. All rights are reserved regarding application of the AP Payments. Moreover, during the Cash Collateral Period, starting on November 1, 2021, the Debtor will escrow property taxes in the amount of $l,844.76 per month. The Court held that C&S Wholesale Grocers, Inc. will continue to hold liens, rights as assignee, and/or security interests in any and all property of the Debtor to the same extent and validity, and in the same priority, as C&S held liens, rights as assignee, and/or security interests as at the Petition Date, including as to any inventory or other goods delivered by C&S after the Petition Date. The C&S Liens will be valid, binding, enforceable, and fully perfected without the necessity of the execution, filing, or recording of security agreements, pledge agreements, financing statements, fixture filings, or other agreements. These events constitute an "Event of Default:" a. the Debtor ceases operations of its present businesses or takes any material action for the purpose of effecting the foregoing; b. the Final Order is reversed, vacated, stayed, amended, supplemented or otherwise modified in a manner which will materially and adversely affect the rights of the Consenting Lenders; c. the Debtor fails to perform or breaches any of the covenants set forth therein or any representation or warranty of the Debtor will be false or misleading in any material respect; d. any material and/or intentional misrepresentation by the Debtor in the weekly financial reporting to be provided by the Debtor under this Interim Order; e. the Chapter 11 case of the Debtor is either dismissed or converted to a Chapter 7 case pursuant to a final order of the Court, the effect of which has not been stayed; f. a Chapter 11 trustee (other than the subchapter V trustee), or an examiner with expanded powers beyond those set forth in Bankruptcy Code sections 1106(a)(3) and 1106(a)(4), is appointed by a final order of the Court, the effect of which has not been stayed, in the Chapter 11 case of the Debtor; or g. a Termination Event occurs as such term is defined in the Restructuring Support Agreement between the Debtor and the Consenting Lender, provided that the Court has entered an order authorizing the Debtor to assume the Restructuring Support Agreement. A copy of the order and the Debtor's 13-week budget for the period from October 9, 2021 to January 1, 2022 is available at https://bit.ly/3CdQdxi from PacerMonitor.com. The budget provided for total expenses, on a weekly basis, as follows: $153,636 for the week ending Oct. 9, 2021; $217,615 for the week ending Oct. 16, 2021; $171,143 for the week ending Oct. 23, 2021; $200,143 for the week ending Oct. 30, 2021; $170,364 for the week ending Nov. 6, 2021; $197,652 for the week ending Nov. 13, 2021; $140,698 for the week ending Nov. 20, 2021; $199,858 for the week ending Nov. 27, 2021; $170,139 for the week ending Dec. 4, 2021; $199,534 for the week ending Dec. 11, 2021; $167,238 for the week ending Dec. 18, 2021; $187,995 for the week ending Dec. 25, 2021; and $156,712 for the week ending Jan. 1, 2022. About The Island Employee Cooperative, Inc. The Island Employee Cooperative, Inc., d/b/a Burnt Cove Market, is a Maine cooperative corporation created by the employees of Burnt Cove Market, The Galley, and V&S Variety for the purpose of purchasing the stores from Vern and Sandra Seile. It filed a Chapter 11 petition (Bankr. D. Me. Case No. 21-10253) on September 23, 2021. In petition signed by Kristy Wiberg, president, the Debtor disclosed $5,112,136 in total assets and $5,877,439 in total liabilities as of August 28, 2021. Judge Michael A. Fagone presides over the case. Bernstein Shur Sawyer & Nelson, P.A. is the Debtor's counsel. Spinglass Management Group is the Debtor's financial advisor. Tanya Sambatakos has been appointed as Subchapter V Trustee. JAKKS PACIFIC: Lawrence Rosen Has 10.5% Stake as of Oct. 21 ----------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Lawrence I. Rosen disclosed that as of Oct. 21, 2021, he beneficially owns 1,005,919 shares of common stock of Jakks Pacific, Inc., which represent 10.5% based on 9,538,869 shares outstanding as of Sept. 28, 2021, as reported by the issuer on its proxy statement for its annual shareholders meeting filed with the SEC on Oct. 8, 2021. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1009829/000101905621000543/jakks_13ga2.htm About Jakks Pacific JAKKS Pacific, Inc. -- www.jakks.com -- is a designer, manufacturer and marketer of toys and consumer products sold throughout the world, with its headquarters in Santa Monica, California. JAKKS Pacific's popular proprietary brands include Fly Wheels, Kitten Catfe, Perfectly Cute, ReDo Skateboard Co, X-Power, Disguise, Moose Mountain, Maui, Kids Only!; a wide range of entertainment-inspired products featuring premier licensed properties; and C'est Moi, a new generation of clean beauty. Jakks Pacific reported a net loss of $14.14 million for the year ended Dec. 31, 2020, compared to a net loss of $55.38 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $315.13 million in total assets, $318.77 million in total liabilities, $2.40 million in preferred stock, and a total stockholders' deficit of $6.04 million. Los Angeles, California-based BDO USA, LLP, the Company's auditor since 2006, included a "going concern" paragraph in its report dated March 19, 2021, citing that the Company's primary sources of working capital are cash flows from operations and borrowings under its credit facility. The Company's cash flows from operations are primarily impacted by the Company's sales, which are seasonal, and any change in timing or amount of sales may impact the Company's operating cash flows. The Company owes $124.5 million on its term loan and has borrowing capacity under its credit facility of $37.3 million as of Dec. 31, 2020. During 2020, the Company reached an agreement with its holders of its term loan and the holder of its revolving credit facility, to amend the New Term Loan Agreement and defer the Company's EBITDA covenant requirement until March 31, 2022 and reduced the trailing 12-month EBITDA requirement to $25.0 million. Based on the Company's operating plan, management believes that the current working capital combined with expected operating and financing cashflows to be sufficient to fund the Company's operations and satisfy the Company's obligations as they come due for at least one year from the financial statement issuance date. JUSTIN MILLER: Cash Collateral Access, $170,000 DIP Loan OK'd ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, Canton, has authorized Justin Miller, LLC to, among other things, use cash collateral on an interim basis through November 18, 2021, and obtain postpetition financing. The Debtor is permitted to obtain up to $170,000 as post-petition financing -- including up to $35,000 on an interim basis -- from YV Transportation, LLC. Prior to the commencement of the Debtor's chapter 11 case, Stearns Bank, Global Merchant Cash Inc., Union, Pearl Delta Funding LLC, CloudFund LLC and New Co Capital d/b/a/ Capytal.com made loans and/or advances to the Debtor, pursuant to the terms of certain credit agreements, security agreements, promissory notes, and agreements denominated as sales of future accounts receivable. The Debtor's records show that the Prepetition Lenders hold prepetition claims in excess of $1,842,923. The Debtor's records show that, as of October 19, 2021, (i) the outstanding principal amount owed to Stearns was $988,731, (ii) the outstanding principal amount owed to Global was $164,125, the outstanding principal amount owed to Pearl was $154,100, the outstanding principal amount owed to Union was $127,490, the outstanding principal amount owed to CloudFund was $150,165, and the outstanding principal amount owed to Capytal was $108,412. YV Transportation agreed to provide postpetition financing to the Debtor and consent to the Debtor's use of Cash Collateral as provided in the Interim Order. Subject to the Carveout and any pre-petition, mechanics' lien, artisans' lien, or liens for taxes, YV is granted an allowed superpriority administrative expense claim pursuant to Section 364(c)(1) of the Bankruptcy Code and a first security interest and lien in and to all of the Debtor's assets under Section 364(d) having priority in right of payment over any and all other obligations, liabilities and indebtedness of the Debtor, now in existence or hereafter incurred by the Debtor. As adequate protection for the Debtor's use of cash collateral, the Prepetition Lenders are granted a valid, binding, enforceable and perfected postpetition replacement lien in the same validity, priority and extent as they existed before the Petition Date, and additional liens to the extent of the diminution of the Prepetition Lenders Collateral, in all of the Debtor's assets, except for (i) Avoidance Actions and (ii) Designated 506(c) Rights. The Adequate Protection Liens will secure an amount of the Prepetition Loans equal to the aggregate amount of Cash Collateral expended during the Interim Period. The Adequate Protection Liens are subject only to the security interest and liens granted to YV under Section 364(d) and the Order. As further adequate protection to the Prepetition Lenders, the Debtor will pay Stearns its accrued interest on all loans each month commencing the month of the Petition Date; provided however, should it be determined by the Court that Stearns is not entitled to interest on all of its loans, such payments will be applied to principal to the extent Stearns was determined not to be entitled to interest payments. A further hearing on the matter is scheduled for November 16 at 2 p.m. A copy of the order and the Debtor's 13-week budget through the week ending January 14 is available for free at https://bit.ly/3nvzkIf from PacerMonitor.com. The budget provided for total expenses, on a weekly basis, as follows: $113,555 for the week ending October 22, 2021; $123,575 for the week ending October 29, 2021; $121,250 for the week ending November 5, 2021; $144,162 for the week ending November 12, 2021; $118,355 for the week ending November 19, 2021; $111,742 for the week ending November 26, 2021; $109,417 for the week ending December 3, 2021; $142,950 for the week ending December 10, 2021; $119,567 for the week ending December 17, 2021; $125,953 for the week ending December 24, 2021; $128,700 for the week ending January 7, 2022; and $118,962 for the week ending January 14, 2022. About Justin Miller LLC Justin Miller, LLC, a Sugarcreek, Ohio-based company specializing in transporting nonperishable commodities, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ohio Case No. 21-613500) on Oct. 19, 2021, listing up to $1 million in assets and up to $10 million in liabilities. Justin L. Miller, member, signed the petition. Judge Russ Kendig oversees the case. Anthony J. DeGirolamo, Attorney at Law represents the Debtor as legal counsel. YV Transportation, LLC, as lender, is represented by: Marc B. Merklin, Esq. Brouse McDowell 388 S. Main St., Ste. 500 Akron, OH 44308 Tel: (330) 535-5711 Email: mmerklinfa.brousel.com KADMON HOLDINGS: 'Waiting Period' Under Sanofi Merger Deal Expires ------------------------------------------------------------------ Kadmon Holdings, Inc. previously entered into an Agreement and Plan of Merger with Sanofi, a French societe anonyme and Latour Merger Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Sanofi. Pursuant to the agreement, Latour will merge with and into Kadmon Holdings, with the latter surviving the merger as a wholly owned subsidiary of Sanofi. Upon completion of the merger, each share of common stock of Kadmon Holdings, par value $0.001 per share, will be converted into the right to receive $9.50 in cash, without interest and subject to applicable withholding (the "common stock merger consideration"). Expiration of HSR Waiting Period The completion of the merger is conditioned upon, among other things, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and, as of the end of the waiting period, neither Sanofi nor Kadmon Holdings having received a standard form letter from the Federal Trade Commission Bureau of Competition, in the form announced and disclosed by the FTC on Aug. 3, 2021 (or if such a Form Letter has been received prior to the end of the waiting period, Kadmon Holdings and Sanofi having been notified by the FTC that such underlying investigation has been closed or otherwise resolved). The waiting period expired on Oct. 20, 2021 at 11:59 p.m. Eastern Time with neither the Kadmon Holdings nor Sanofi having received a Form Letter from the FTC. Notice to 2017 Warrant Holders of Anticipated Closing Date On Sept. 28, 2017, Kadmon Holdings issued certain warrants to purchase common stock, which are currently exercisable for shares of common stock at an exercise price per share of $3.35. The warrants require that the company provide each holder of such a warrant with not less than ten business days prior notice of the anticipated consummation of such "fundamental transaction" (as defined in the warrants), which notice may be provided by means of a press release and/or the filing of a Current Report on Form 8-K, and afford each such holder an opportunity to exercise such holder's warrants prior to the consummation of such fundamental transaction. The merger will constitute a fundamental transaction as defined in the warrants, and accordingly, Kadmon Holdings notified the holders of such warrants that they are entitled to exercise their warrants prior to the effective time of the merger and receive the common stock merger consideration for each share of common stock issued upon such exercise. If any warrant remains unexercised at the effective time of the merger, such warrant shall, pursuant to Section 5(b) of such warrant, be null, void and of no further force and effect as a result of the merger. Subject to the satisfaction or waiver of the conditions in the merger Agreement (including the approval by the holders of a majority of the voting power of the outstanding shares of the company's common stock and the company's preferred stock, voting on an as converted to company common stock basis, entitled to approve such matter), the parties anticipate that the merger will close as soon as Nov. 9, 2021. About Kadmon Holdings Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com -- is a clinical-stage biopharmaceutical company that discovers, develops and delivers transformative therapies for unmet medical needs. The Company's clinical pipeline includes treatments for immune and fibrotic diseases as well as immuno-oncology therapies. Kadmon reported a net loss attributable to common stockholders of $111.03 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $63.43 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $310.28 million in total assets, $276.83 million in total liabilities, and $33.46 million in total stockholders' equity. KINGLAND REALTY: Unsecureds Will Get 100% of Claims in 60 Months ---------------------------------------------------------------- Kingland Realty Corp, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan of Reorganization for Small Business dated October 21, 2021. The Debtor has been in the business of owning a commercial building and operating a bar (Tropicana Bar). The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $7,981.45. The final Plan payment is expected to be paid on October 21, 2026. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. The Plan also provides for the payment of administrative and priority claims. The Plan will treat claims as follows: * Class 1 consists of Priority claims. Internal Revenue Service is owed $1000 and wwill be paid at $250/month from months 1 to 4. * Class 2 consists of the claim of Marta S. Perez will be paid a total of $410,000 over 60 months at $6,833.33 from months 1 to 60. * Class 3 consists of general unsecured claims which total approximately $3200.00 and will be paid at $53.33/month from months 1 to 60. Plan payments will be made from the revenues of the bar and family contributions. Affidavits of Support filed with the Court. The Debtor's principals Joyce and Carolyn King will make the disbursements each month. A full-text copy of the Plan of Reorganization dated Oct. 21, 2021, is available at https://bit.ly/3GngqvO from PacerMonitor.com at no charge. Attorney for the Debtor: Elias Leonard Dsouza, Esq. D&S Law Group, PA 8751 W. Broward Blvd., Suite 301 Plantation, FL 33324 Telephone: (954) 358-5911 Facsimile: (954) 357-2267 Email: Elias@DsouzaLegal.com About Kingland Realty Corp Kingland Realty Corp, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-15563) on June 6, 2021, listing under $1 million in both assets and liabilities. Reatte Joyce King, president, signed the petition. Judge Laurel M. Isicoff oversees the case. Elias Leonard Dsouza, Esq., at D&S Law Group, PA serves as the Debtor's legal counsel. KORE WIRELESS: S&P Affirms 'B-' ICR on Lower Debt Reduction ----------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Atlanta-based provider of machine-to-machine (M2M) managed data communication services and internet of things (IoT) solutions, KORE Wireless Group Inc. with the outlook revised to stable from Credit Watch Positive. S&P is also affirming its 'B' issue-level rating on the senior secured credit facility. The '2' recovery rating on the senior secured debt is unchanged. The stable outlook reflects S&P's expectation for a solid operating performance over the next 12 to 18 months. This consists of mid-single-digit percent organic revenue growth, S&P Global Ratings-adjusted EBITDA margins in the low-20% area, adjusted leverage in the mid-7x area (compared to over 11x in 2020), and at least about $15 million in annual free operating cash flow. The merger results in meaningful deleveraging and improved cash flow metrics; however, leverage will remain above 7x. Following transaction close, KORE's pro forma S&P Global Ratings-adjusted leverage will decline to 7.6x as of June 30, 2021 (from over 11x as of December 31, 2020). S&P said, "However, we expect leverage to remain elevated despite continued momentum in device count growth on the basis that some growth in 2021 is pulled forward from 2022. We expect about $6.6 million in annual interest expense reduction as a result of this transaction which will allow KORE to generate low-single-digit free operating cash flow (FOCF) to debt in 2021 and 2022." This is in-line with its historical trend, supporting the affirmation of the rating. Improved cash flow prospects in the outer years could be provided by a decline in certain nonrecurring costs and regained operating leverage given a rebound in organic revenue growth on the company's scalable cost base. S&P said, "We expect a more aggressive financial policy may limit additional deleveraging. We expect S&P Global Ratings-adjusted leverage to remain above 7x as the company continues to augment its organic growth with a robust M&A pipeline of opportunities. This is in line with many sponsor owned companies we rate, which tend to have more aggressive financial policies. "CTAC Sponsor, PIPE (private investment in public equity) investors (affiliates of Koch Investment Group and BlackRock) and the original financial sponsor (ABRY Partners) will remain significant investors in the company. The original financial sponsors will own about 34% equity interest in the company, and while we expect these owners will continue to reduce their equity position going forward, no details regarding timing have been made available. The company has not clearly articulated a post-SPAC merger financial policy. The existing shareholders board representation will be reduced to two seats (from three) out of seven; however, we believe the original financial sponsors will retain the ability to dictate KORE's operational and capital allocation strategy. "KORE benefits from good revenue visibility and secular tailwinds supporting the increased adoption of IoT solutions. We expect mid-to-high-single-digit organic revenue growth as KORE continues to effectively address the complexity and multi-regional facet of IoT deployments across its verticals, which remain the two biggest challenges for its customer base. While we anticipate this will drive new device connections growth in the 10%-20% area, the associated decline in average revenue per connection as a result of the transition from 2G/3G to long-term evolution (LTE) networks will partially offset overall growth prospects. In addition, one-time related revenues in 2021 and customer churn stemming from 2014-2016 will also affect the top line. As KORE scales the business, we expect stable EBITDA margins leading to about $15 million of FOCF, adjusted for one-time events, over the next 12-18 months." KORE's go-to-market strategy is broken out in two streams: -- The company's Connectivity product line consists of providing customers with wireless connectivity to mobile and fixed devices through various mobile network carriers through monthly recurring charges which is a key contributor to KORE's recurring, predictable revenue stream (>90% of total revenue as of June 30, 2021). -- The IoT Solutions product line—its fastest growing area—typically involves an upfront fee per device or per device per month. The company's acquisition of Integron in November 2019 has accelerated growth in this area given its focus in the connected health and life sciences segment (33% of KORE's 2021E Revenues) which remains the highest growth vertical in the IoT market. S&P said, "KORE continues to compete in a fragmented marketplace amongst larger industry participants. Our ratings continue to reflect KORE's small scale in the competitive and fragmented managed machine-to-machine (M2M) services and IoT marketplace. These risks are partially offset by the company's customer relationships, market position providing global connectivity coverage, and the secular tailwinds that are driving the demand for IoT device deployment solutions. "The stable outlook reflects our expectation for a solid operating performance consisting of mid-single-digit percent organic revenue growth, S&P Global Ratings-adjusted EBITDA margins in the low-20% area, adjusted leverage declining to the mid 7x area, with at least about $15 million in annual FOCF over the next 12 to 18 months. "We could lower our ratings if operating performance deteriorates due to lower-than-expected penetration of IoT solution deployments, client losses, or a sharp decline in average revenue per user (ARPU) leading to margin pressure and FOCF deficits. We could also lower the rating because of IT investment cost overruns or the adoption of a more aggressive financial policy including large debt-financed acquisitions, dividends, or share repurchases." These conditions would be consistent with: -- A capital structure which we would view as unsustainable; or -- liquidity constrained to below $10 million; or -- a situation where a near-term payment default or subpar debt exchange appear imminent. S&P said, "We could raise our rating over the next 12 months if KORE achieved greater-than-expected growth within its IoT Solutions segment leading to a material increase in scale. We could also raise the rating if the company exhibits a track record of operating with a less aggressive financial policy with respect to debt financed acquisitions or shareholder returns. We believe this would likely include continued reduction in ownership by KORE's private equity owners." Specifically S&P could raise the rating if: -- Adjusted leverage is sustained below 6x; and -- Adjusted FOCF to debt reaches the mid- to high-single-digit percent area. KUMTOR GOLD: SDNY Denies Kyrgyz Republic's Bid to Appeal -------------------------------------------------------- The United States District Court for the Southern District of New York denied the motions filed by the Kyrgyz Republic to appeal: as of right under 28 U.S.C. Section 158(a)(1), with leave of the Court under 28 U.S.C. Section 158(a)(3), or in the alternative, directly to the U.S. Circuit Court for the Second Court under 28 U.S.C. Section 158(d)(2)(A). The Kyrgyz Republic had argued that the U.S. Bankruptcy Court for the Southern District of New York, overseeing the Chapter 11 cases of Kumtor Gold Co and Kumtor Operating Co., rejected the Republic's claims of sovereign immunity under the Foreign Sovereign Immunities Act ("FSIA"), 28 U.S.C. Section 1602 et seq. The Kyrgyz Republic argues this is appealable as a matter of right under the collateral order doctrine because the Second Circuit has held that the denial of foreign sovereign immunity under the FSIA is immediately appealable as a collateral order. The Appellees assert that the Bankruptcy Court issued no such order and rested its decision on Sections 105 and 106, which allow bankruptcy courts to issue orders to protect their jurisdiction and abrogate foreign sovereign immunity. Neither party is correct, the District Court held. While the Appellant is correct about Circuit law -- that the denial of foreign sovereign immunity is immediately appealable -- it is incorrect about its applicability to the instant case. Likewise, the Appellees are incorrect that the Bankruptcy Court did not rule on foreign sovereign immunity. According to the District Court, the Bankruptcy Court did not deny the Appellant's claim of immunity from suit. But it did, at least implicitly, rule on the FSIA's applicability to Sections 105, 106, and 362. The court indicated that it found "no issue" under the FSIA. That said, the ruling and the Order are not as broad as the Appellant portrays them, the District Court held. The extent of the court's holding was that the FSIA did not immunize the Appellant from enforcement of the stay and awarding sanctions, the latter of which are unenforceable unless and until the Appellees properly serve the Appellant with the summons and complaint in the Adversary Proceeding. The District Court therefore held that the Appellant cannot appeal as of right based upon a denial of foreign sovereign immunity. Similarly, the Order does not fall within the "narrow exception" proscribed under the collateral order doctrine, Richardson-Merrell Inc. v. Koller, 472 U.S. 424, 430-31 (1985), as the Order finding the Appellant in violation of the stay, as well as the sanctions award (if ever enforced), "can be effectively reviewed on appeal from a final judgment." As to the Leave to Appeal, the District Court held that the question presented does not satisfy all three factors. While the questions of how Section 106 interacts with the FSIA, including whether a bankruptcy court may enforce an automatic stay against a foreign sovereign asserting immunity and whether that court can sanction such a foreign sovereign, are interesting, and may even be ones upon which there is substantial disagreement, none is a controlling question of only law, nor one that will materially advance the litigation. While the Appellant contends that a ruling on its amenability to suit in a Bankruptcy Court will terminate the litigation, this precise question is not before the Court, the District Court pointed out. The court only ruled that the Appellant is subject to, and violated, the automatic stay, and sanctionable under the Bankruptcy Court's inherent and statutory authority. A ruling to the contrary will not end the Chapter 11 Cases, and the Appellant remains free to advance its foreign sovereign immunity claim in support of its pending Motion to Dismiss. The question presented, as framed by Appellant, is not the issue decided by the Bankruptcy Court, and thus, according to the District Court, not an issue that it has the power to decide. As to direct appeal to the Second Circuit, the District Court pointed out that the question presented by the Appellant does not meet any of the requirements, justifying direct appeal to the Second Circuit. The appeals case is KYRGYZ REPUBLIC, Appellant, v. KUMTOR GOLD CO. CJSC, and KUMTOR OPERATING CO. CJSC, Appellees, No. 21 Civ. 6578 (AKH)(S.D.N.Y.). A full-text copy of the Order dated Oct. 19, 2021, is available at https://tinyurl.com/8dz6twyc from Leagle.com. About Kumtor Gold Inc. Centerra Gold Inc. is a Canadian mining company that owns and operates the Kumtor Gold Mine in the Kyrgyz Republic. Centerra placed subsidiaries, Kumtor Gold Co and Kumtor Operating Co., into Chapter 11 bankruptcy in the U.S. following nationalization of the miner's Kumtor gold mine by the Kyrgyz Republic, a former Soviet republic. Kumtor Gold Company CSJC and Kumtor Operating Company CSJC sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 21-11051 to 21-11052) on May 31, 2021. Kumtor Gold was estimated to have $1 billion to $10 billion in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Hon. Lisa G. Beckerman is the case judge. Sullivan & Cromwell LLP, led by James L. Bromley, is the Debtor's counsel. Stikeman Elliot LLP is the co-counsel. LATAM AIRLINES: Frustrated Creditors Seek Mediator for Exit Plan ---------------------------------------------------------------- Jeremy Hill, writing for Bloomberg New, reports that two key groups of Latam Airlines Group SA creditors, frustrated by a bankruptcy process that has dragged on for almost 18 months, are asking for a mediator to help devise an exit plan for the Chilean carrier. The airline's unsecured creditors and a consortium holding billions of dollars in claims complained on Thursday, October 21, 2021, about the lack of progress and asked the court to order mediation. A mediator would facilitate talks about how creditors will be repaid and where existing shareholders fit into that plan. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. LEGACY EDUCATION: Signs Stock Purchase Agreement With NCW --------------------------------------------------------- Legacy Education Alliance, Inc. entered into a Stock Purchase and Option Agreement with NCW, LLC, pursuant to which, subject to certain conditions, NCW purchased (i) 20 million shares of common stock of the company for a total aggregate price of $2,000 and (ii) in exchange for an aggregate purchase price of $12,000, an option to purchase, from time to time, up to an additional 120 million shares of common stock of the company for a per share price of $0.05833, as may be adjusted from time to time pursuant to the purchase agreement. NCW's option to purchase additional shares under the purchase agreement expired on Oct. 15, 2023. The option price is subject to adjustments upon the occurrence of certain events as more fully described in the purchase agreement. The obligations of Legacy Education under the purchase agreement are subject to the receipt by the company from Legacy Tech Partners, LLC of $300,000 due and payable by LTP to the company under that certain 10% Senior Secured Convertible Debenture dated March 8, 2021, as amended, as follows: (i) $100,000 not later than Oct. 15, 2021 and (ii) $100,000 not later Nov. 15, 2021 and (iii) $100,000 not later than Dec. 15, 2021. LTP timely funded the first $100,000 installment on Oct. 15, 2021. The proposed issuances of the purchase shares and option shares have not been listed for trading on any national securities exchange and have not been registered under the Securities and Exchange Act of 1933 in reliance on the exemption from registration provided by Section 4(a)((2) of the Securities Act and rules and regulations promulgated thereunder. The offering was made solely to NCW in connection with the transactions contemplated by the purchase and option agreement. The purchase shares and option shares will be subject to certain piggyback registration rights under the purchase agreement. Because the purchase agreement was approved by Legacy Education's Board of Directors prior NCW acquiring any of the purchase shares or option shares, NCW is not an acquiring person under the rights agreement between Legacy Education and Broadridge Corporate Issuer Solutions, Inc. About Legacy Education Cape Coral, Fla.-based, Legacy Education Alliance, Inc. -- http://www.legacyeducationalliance.com-- is a provider of practical and value-based educational training on the topics of personal finance, entrepreneurship, real estate investing strategies and techniques. Legacy Education Alliance reported a net income of $16.01 million for the year ended Dec. 31, 2020, compared to a net income of $9.95 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $3.84 million in total assets, $26.74 million in total liabilities, and a total stockholders' deficit of $22.91 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 9, 2021, citing that the Company has a net capital deficiency and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. LEV INVESTMENTS: Moda Must Comply with Discovery Order ------------------------------------------------------ Judge Geraldine Mund of the United States Bankruptcy Court for the Central District of California, San Fernando Valley Division, issued a stern warning against Kevin Moda that failure to comply with the order for discovery relating to his claim against will result in the Court sustaining the objection to claim #5. Claim #5 was filed by FR LLC, of which Mr. Moda is the most knowledgeable person for discovery purposes. Recently, the claim has been transferred to Mr. Moda. Mr. Moda filed his emergency motion to strike an objection to claim #5. Shortly thereafter the reorganized debtor filed its motion for terminating sanctions for violation of the Court's discovery orders. "It is imperative upon the holder of claim #5 to comply with the discovery necessary to prove that claim. The claim itself would be a prima facie showing of the money owed, however it was not filed with a copy of the promissory note or any proof of the actual transfer of money. As I believe Judge Kaufman has previously held (and I fully agree with this finding), the burden is on the claimant and not on the reorganized debtor as to the validity or non-validity of this claim. Mr. Reid filed a copy of a promissory note, which I believe Mr. Moda previously filed. Mr. Reid also attached a somewhat lesser redacted copy of the alleged accounting that was attached to claim #5. This one at least shows that the holder of the Control Account at CitiEscrow Control Checking was held by Lisitsa Law, Inc., but there are no copies of the actual checks and wire transfers. Authenticity is an issue and the basis of this discovery has been twofold: to examine the original promissory note and to trace the money to show that it was actually transferred to the maker of the note. FR LLC and Mr. Moda have apparently been attempting to be relieved of any responsibility to produce these documents," Judge Mund pointed out. The motion by the reorganized debtor goes to the very heart of the claim. It is the refusal of the claimant to produce the documents that support the claim and that the person most knowledgeable (in this case Mr. Moda) shall appear at the deposition to be examined about those documents and other matters that impact on the validity of the claim and of its amount, Judge Mund further pointed out. Although both Mr. Moda and FR LLC have been represented by counsel, Judge Mund allowed a certain leeway to Mr. Moda about his failure to produce and to appear. Having determined the issues that he raised in his emergency motion and in his letter -- and unless he successfully appeals the Court's orders dated September 21, 2021 -- Judge Mund said those orders are effective with these modifications: (1) all deadlines in docket number 456 will be modified so that the deposition of Kevin Moda (both individually and as the holder of claim #5) will take place on November 2, 2021 at 10:00 a.m. in courtroom 302 and that the documents are to be produced, except the original promissory note, to the office of Levene, Neale, Bender, Yoo & Brill, LLP no later than October 28, 2021 at 5:00 p.m.. (2) The original promissory note is to be produced at the time and place of the deposition. (3) The procedure set forth in docket number 457 will remain in effect for the deposition. (4) As to documents that Mr. Moda may claim are subject to attorney-client privilege or any other privilege, on October 28, 2021 he may produce redacted copies as set forth above and a privilege list identifying each document with sufficient description and state the claim of privilege that he is asserting. For example: memo dated July 4, 1776 from Thomas Jefferson to George Washington -- attorney client privilege. Mr. Moda is to bring unredacted copies to his deposition on November 2, 2021 so that the Court can review them in camera and determine whether they are privileged. Both parties are to recall that the claimant is FR LLC, not Mr. Moda -- although the claim has to transferred to him. Should Mr. Moda or the owner of claim #5 (should the claim be again transferred) fail to comply with the orders as modified, the Court will sustain the objection to claim #5, Judge Mund held. A full-text copy of Judge Mund's Memorandum of Decision dated Oct. 20, 2021, is available at https://tinyurl.com/83hukr28 from Leagle.com. About Lev Investments Lev Investments, LLC owns a single-family residential property located at 13854 Albers St., Sherman Oaks, Calif. The property is worth $3.3 million. Lev Investments filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-11006) on June 1, 2020. In its petition, Debtor disclosed $5,919,550 in assets and $4,144,535 in liabilities. The petition was signed by Dmitri Lioudkovski, manager. Judge Victoria S. Kaufman oversees the case. The Debtor has tapped Levene Neale Bender Yoo & Brill L.L.P. as its bankruptcy counsel. LIMETREE BAY: Could Face Liquidation as Bidders Hold Back --------------------------------------------------------- Patricia Borns of St. Thomas Source reports that bankrupt St. Croix oil refinery Limetree Bay could be headed toward liquidation as prospective bidders hold back, concerned about financing and U.S. Environmental Protection Agency permits, according to a bankruptcy court hearing that took place Monday, October 25, 2021. Some bids have come in and more are possible before Monday's end when the deadline closes, Limetree lead bankruptcy attorney Elizabeth Green confirmed. Although no stalking horse has come forward, the bids will be reviewed and a highest bidder established if there is one, Green said. At an auction scheduled for Friday, October 29, 2021, other parties can then overbid if they choose. "I will say at this point a bid is going to be incredibly difficult as the EPA gave a long list of reasons why the permitting process will be longer than usual," said Gregg Galardi, a law partner of Ropes & Gray representing one interested buyer, St. Croix Energy, LLLP. About Limetree Bay Limetree Bay Energy is a large-scale energy complex strategically located in St. Croix, U.S. Virgin Islands. The complex consists of Limetree Bay Refining, a refinery with peak processing capacity of 650 thousand barrels of petroleum feedstock per day, and Limetree Bay Terminal, a 34-million-barrel crude and petroleum products storage and marine terminal facility serving the refinery and third-party customers. Limetree Bay Refining, LLC, restarted operations in February 2021, and is capable of processing around 200,000 barrels per day. Key restart work at the site began in 2018, including the 62,000 barrels per day modern, delayed Coker unit, extensive desulfurization capacity, and a reformer unit to produce clean, low-sulfur transportation fuels. The restart project provided much needed economic development in the U.S.V.I. and created more than 4,000 construction jobs at its peak. Limetree Bay Refining, LLC and its affiliates sought Chapter 11 protection on July 12, 2021. The lead case is In re Limetree Bay Services, LLC (Bankr. S.D. Texas Case No. 21-32351). Limetree Bay Terminals, LLC did not file for bankruptcy. In the petitions signed by Mark Shapiro, chief restructuring officer, Limetree Bay Services disclosed up to $10 million in assets and up to $50,000 in liabilities. Limetree Bay Refining, LLC, estimated up to $10 billion in assets and up to $1 billion in liabilities. The Debtors tapped Baker Hostetler as legal counsel and B. Riley Financial Inc. as restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases on July 26, 2021. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. 405 Sentinel, LLC serves as administrative and collateral agent for the DIP lenders. LINKMEYER PROPERTIES: Updates City of Lawrenceburg Secured Claim ---------------------------------------------------------------- Linkmeyer Properties, LLC, Linkmeyer Kroger, LLC, and Linkmeyer Development II, LLC submitted an Amended Disclosure Statement dated October 21, 2021. On May 13, 2021, the Debtor filed its Debtor's Motion Pursuant to 11 U.S.C. Sec. 363 for an Order Authorizing and Approving the Sale of Certain Real Estate Free and Clear of Liens, Claims, Interests, and Encumbrances with Valid Liens to Attach to the Proceeds of Sale (the "Sale Motion") which the Court granted on July 14, 2021 ("Sale Order"). On July 23, 2021, the sale of all of Debtor's right, title and interest in and to real estate located on Florence Drive, Lawrenceburg, Dearborn County, Indiana 47025 consisting of approximately 18.176 acres and identified as Parcel 15-07-21-200-006.001-013 and by Duplicate Number 6495966 (the "Real Estate") was closed. The net sale proceeds of $992,057.13 were paid to City of Lawrenceburg, Indiana. As a result of the sale of the Real Estate, the claim of the City of Lawrenceburg was reduced to $2,159,142.75 (the "City of Lawrenceburg Secured Claim"). On April 7, 2021, the City of Lawrenceburg had made its election pursuant to 11 U.S.C. §1111 (b)(2) to be treated as fully secured. Accordingly, the City of Lawrenceburg Secured Claim shall be allowed in its entirety of $2,159,142.75 as of September 1, 2021, and paid in accordance with the Plan. Per agreement of the Debtor and the City of Lawrenceburg, with the closing on the Real Estate and payment of the net proceeds, the City of Lawrenceburg filed is Notice of Withdrawal of Motion to Dismiss. During the course of this proceeding, Debtor has had ongoing negotiations with potential buyers of dirt and/or shale from the real property owned by the Debtor. The Debtor does not currently have a contract. However, the general terms would be a price of $4.00 per cu. yard with expected related costs of $1.00 per cu. yard. Debtor estimates that a contract or contracts over the term of the plan would result in sales of 250 cu. yards which would translate into net income of approximately $750,000.00. The sale of the dirt and/or shale would not effect the underlying value of the real estate and, in fact, improve the value for commercial development purposes. The City of Lawrenceburg will be required to issue a permit, but the Debtor sees no reason approval would not be forthcoming. The City of Lawrenceburg also has a judgment and charging order against Brian Bischoff, one of owners of the Debtor. Bischoff has paid the City of Lawrenceburg approximately $180,000.00 since the inception of this bankruptcy proceeding as a result of the charging order. Bischoff estimates that additional quarterly payments of $25,000.00 shall continue until the City of Lawrenceburg Secured Claim has been satisfied. The buyer and related investors that purchased the Real Estate have shown in interest in aquiring additional real estate from the Debtor. The Debtor is negotiating a sale of approximately 10 acres the location of which is yet to be determined for a purchase price of $500,000.00. The Debtor anticipates that it could have a purchase agreement by January 31, 2022 with a closing date of May 1, 2022. The net proceeds would be applied to the City of Lawrenceburg Secured Debt. During the course of this proceeding, Steven Todd Linkmeyer, one of the members of the Debtors, filed a Chapter 7 Bankruptcy proceeding which is pending under Case No. 21-90076- AKM-7. Steven Todd Linkmeyer and his wife (with whom there is a pending dissolution of marriage) are subject to a judgment in favor of the City of Lawrenceburg that has a balance in the amount of the City of Lawrenceburg Secured Claim. Linkmeyer and his wife own a farm with equity over and above the first mortgage to which the judgment attaches as a lien. Neither the bankruptcy nor the dissolution shall have any effect on the Plan except that in the event of a liquidation of the farm, the City of Lawrenceburg shall receive the net proceeds. Class 3 shall consist of City of Lawrenceburg, Indiana's (the "City of Lawrenceburg") allowed claim entitled to secured treatment. The Debtors' obligation to the City of Lawrenceburg is secured by a judgment lien on the Real Estate subordinate only to the tax lien of the Dearborn County Treasurer. As of the Petition Date, the City of Lawrenceburg asserts it is owed $3,174,080.50. However, various payments have been made to the City of Lawrenceburg during the pendency of this proceeding. Accordingly, the City of Lawrenceburg shall have an allowed secured claim in the amount of $2,159,142.75 (the "Allowed Secured Claim") as of September 1, 2021. Like in the prior iteration of the Plan, the unsecured nonpriority claim of the IRS and any other unsecured creditors that may exist shall have their claims be paid from a pro rata distribution of not more than $10,000.00, to be paid in equal annual installments of $2,000.00, over a 5 year period commencing December 31, 2022, and continuing for 4 years thereafter. The Plan is proposed by Debtors to reorganize through a combination of partial liquidation of some portions of the Real Estate, entering into contracts for the sale of dirt, member contributions and development of the Real Estate. A full-text copy of the Amended Disclosure Statement dated October 21, 2021, is available at https://bit.ly/2XGW7I7 from PacerMonitor.com at no charge. The Debtors are represented by: David R. Krebs, Esq. John J. Allman, Esq. Hester Baker Krebs LLC One Indiana Square, Suite 1600 Indianapolis, IN 46204 Tel: (317) 833-3030 Fax: (317) 833-3031 Email: dkrebs@hbkfirm.com jallman@hbkfirm.com About Linkmeyer Properties Linkmeyer Properties, LLC, Linkmeyer Kroger, LLC, and Linkmeyer Development II, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 20-90898) on Aug. 13, 2020. At the time of the filing, each Debtor disclosed estimated assets of less than $50,000 and estimated liabilities of between $1 million and $10 million. Judge Andrea K. Mccord oversees the cases. Hester Baker Krebs, LLC serves as Debtors' legal counsel. LITTLETON MAIN: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- Littleton Main Street LLC asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral on an interim basis. The Debtor requires the use of cash collateral to fund the Debtor's ordinary course operations, including mortgage payments, payroll, and utilities, in accordance with the budget, with a 15% variance. Transamerica Advisors Life Insurance Company, c/o Aegon USA Realty Advisors, LLC has an interest in the cash collateral under a prepetition Assignment of Rents, but has not filed a Notice of Assignment of Rents under 11 U.S.C. section 546(b). On December 10, 2014, Transamerica loaned the Debtor $2,475,000. As of the Petition Date, $2,054,202 of the loan was outstanding. The Loan is evidenced by, among other things, a Secured Promissory Note, dated December 10, 2014, made by Debtor to the order of Transamerica in the original principal amount of $2,475,000. The Note is secured by a Deed of Trust, Security Agreement and Fixture Filing on the Property, dated December 10, 2014, and recorded in the records of the Clerk and Recorder of Arapahoe County on December 12, 2014, at Reception # D4116867. The Note is further secured by an Assignment of Rents and Leases relating to the property, dated December 10, 2014. The Debtor is current on payment of the Loan. Transamerica has not filed a Notice of Perfection of Assignment of Rents under 11 U.S.C. section 546(b), and thus has not given notice of its intent to claim an interest in the rents and receipts, and assert that the rents and receipts are cash collateral within the meaning of 11 U.S.C. section 363. The Debtor plans to continue operation of its business throughout the chapter 11 case and propose a joint plan of reorganization with Terra Management Group, LLC that provides for the continuation of the Debtor's business. The Debtor believes it is only through a plan and the continued operation of the business that unsecured creditors will receive a meaningful recovery on account of their allowed claims. The Debtor contends additional adequate protection is not necessary because the Property will not dissipate in value because of the proposed use of Cash Collateral. The Debtor further proposes to pay Transamerica its regularly scheduled payments in accordance with the Budget. Should the Debtor default in payment of the monthly mortgage payments under the Budget, the Debtor and Transamerica reserve all rights with respect to (a) the issue of whether or not the Cash Collateral is actually "cash collateral" within the meaning of 11 U.S.C. section 363 and (b) the right of Transamerica to obtain further relief from the Court. A copy of the motion is available at https://bit.ly/3vNwSAo from PacerMonitor.com. About Littleton Main Street LLC Littleton Main Street LLC owns a low income housing residential property in Littleton, Colorado. Its income is derived from rent paid by residents at the Property. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 21-15246) on October 15, 2021. In the petition signed by J. Marc Hendricks, president of MJT Properties, Inc., in its capacity as Manager, the Debtor disclosed up to $10 million in assets and liabilities. Judge Thomas B. McNamara oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck LLP is the Debtor's counsel. LOCAL MOTION: May Use Cash Collateral Through Feb 2022 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Minnesota has authorized Local Motion MN, LLC to use cash collateral through February 28, 2022 on a final basis. These entities: (a) 8625 Monticello, LLC and (b) Richard H. Nicholson, individually and as collateral agent for Merrill Biel, DRAFT Co., Leslie Hahn, Jim and Jori Hartwig Investment Trust, Kraig Lungstrom, David O. Nicholson, and Nicholson Boys LP, have an interest in the cash collateral. A copy of the order is available for free at https://bit.ly/3nyIhQY from PacerMonitor.com. About Local Motion MN, LLC Local Motion MN, LLC is a full-service moving & storage company based in Roseville, MN. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 21-31539) on September 10, 2021. In the petition signed by Mitchel Rittenhouse, chief financial officer, the Debtor disclosed $415,142 in assets and $3,591,884 in liabilities. Judge Katherine A. Constantine oversees the case. John D. Lamey III, Esq., at Lamey Law Firm, P.A. is the Debtor's counsel. LTL MANAGEMENT: Faces Motion to Send Chapter 11 Venue to NJ ----------------------------------------------------------- Vince Sullivan of Law360 reports that a U.S. Bankruptcy Court administrator in North Carolina asked the judge overseeing the Chapter 11 case of a Johnson & Johnson subsidiary to transfer the case to New Jersey, saying the debtor has a strained and limited connection to the Tar Heel State. In a motion filed late Monday, Oct. 25, 2021, the bankruptcy administrator for the Western District of North Carolina said the interests of justice would best be served by sending the case of LTL Management LLC to New Jersey where thousands of talc injury claims are pending in a federal multidistrict litigation and where the strongest connection for the debtor exists. "The Court should transfer this bankruptcy case to the District of New Jersey in the interest of justice or for the convenience of the parties. While venue may be (barely) proper in this district because the Debtor is a North Carolina entity, nothing requires the Court to give deference to the Debtor's choice of venue when it is entirely manufactured. The interest of justice prong of 28 U.S.C. Sec. 1412 is triggered where, as here, a debtor has created facts to fit the statute," the Bankruptcy Administrator said in a court filing. "The convenience of the parties is a further basis for transferring venue to the District of New Jersey, where a majority of the Debtor's litigation was pending prepetition, where judicial economies are most likely to be achieved, where the Debtor's non-debtor affiliates are headquartered, where witnesses are available, and where the Debtor's principal asset is located." About Johnson & Johnson Johnson & Johnson (J&J) is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. J&J is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. Johnson & Johnson had worldwide sales of $82.6 billion during calendar year 2020. About LTL Management LTL Management LLC is a newly formed subsidiary of Johnson & Johnson. LTL was formed to manage and defend thousands of talc-related claims and to oversee the operations of its subsidiary, Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA /MYLICON and ROGAINE products. LTL Management LLC filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The Hon. J. Craig Whitley is the case judge. The Debtor tapped JONES DAY as counsel, RAYBURN COOPER & DURHAM, P.A., as co-counsel; BATES WHITE, LLC, as financial consultant; and ALIXPARTNERS, LLP, as restructuring advisor. KING & SPALDING LLP and SHOOK, HARDY & BACON L.L.P., serve as special counsel, and McCARTER & ENGLISH, LLP is the litigation consultant. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. The Debtor was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. LTL MANAGEMENT: Judge Won't Stop Litigation vs. J&J for Now ----------------------------------------------------------- Jonathan Randles of The Wall Street Journal reports that a bankruptcy judge refused an initial bid to pause talc litigation against Johnson & Johnson , setting the stage for a November 2021 hearing that will likely scrutinize the corporate maneuvering the company undertook to try to settle thousands of personal-injury lawsuits through a subsidiary's chapter 11. Judge J. Craig Whitley of the U.S. Bankruptcy Court in Charlotte, N.C., on Friday, October 22, 2021, refused to extend to J&J a temporary restraining order that would have halted lawsuits against the consumer-goods giant during the two-week period before November 2021's hearing. About Johnson & Johnson Johnson & Johnson (J&J) is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. J&J is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. Johnson & Johnson had worldwide sales of $82.6 billion during calendar year 2020. About LTL Management LTL Management LLC is a newly formed subsidiary of Johnson & Johnson. LTL was formed to manage and defend thousands of talc-related claims and to oversee the operations of its subsidiary, Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA /MYLICON and ROGAINE products. LTL Management LLC filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The Hon. J. Craig Whitley is the case judge. The Debtor tapped JONES DAY as counsel, RAYBURN COOPER & DURHAM, P.A., as co-counsel; BATES WHITE, LLC, as financial consultant; and ALIXPARTNERS, LLP, as restructuring advisor. KING & SPALDING LLP and SHOOK, HARDY & BACON L.L.P., serve as special counsel, and McCARTER & ENGLISH, LLP is the litigation consultant. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. The Debtor was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. LUMEE LLC: CFO's Matt McKinlay to Serve as Liquidating Trustee -------------------------------------------------------------- LuMee LLC submitted a First Amended Chapter 11 Plan of Liquidation on Oct. 20, 2021. The Liquidating Trustee will be Matthew McKinlay, of CFO Solutions, LLC d/b/a Ampleo, LLC. The Liquidating Trustee shall jointly reduce all property of the Estate and causes of action to cash and distribute such cash pursuant to the provisions of the Plan. WO-C2FO SPV, LLC in Class 2 has received in full satisfaction of its secured Claim $232,788.40 pursuant to the Sale Order, and it shall receive no further distribution of any kind. Further, all Liens of WO-C2FO SPV, LLC are deemed and are cancelled, withdrawn, satisfied, and void, and it will have no interest or claim against the Debtor. The Secured Claim of PayPal Capital in Class 3 is unimpaired under the Plan. The Holder of the Allowed Secured Claim of PayPal Capital will receive cash equal to the allowed amount of the secured claim. Holders of Allowed General Unsecured Claims in Class 4 Claims will be given their pro rata share of distributions as beneficiaries of the Liquidating Trust. The Liquidating Trustee shall pay holders of Allowed Class 4 Claims their pro rata share (subject to the Disputed Claims Reserve) as funds become available in the Distribution Account, subject to the Liquidating Trustee's discretion. No holder of an Equity Interest in the Debtor will receive or retain any property under the Plan Attorneys for debtor LuMee LLC: Brian M. Rothschild PARSONS BEHLE & LATIMER 201 South Main Street, Suite 1800 Salt Lake City, Utah 84111 Telephone: 801.532.1234 Facsimile: 801.536.6111 E-mail: BRothschild@parsonsbehle.com ecf@parsonsbehle.com A copy of the First Amended Plan dated October 20, 2021, is available at https://bit.ly/3pslBEv from PacerMonitor.com. About LuMee LLC LuMee LLC -- https://www.lumee.com/ -- designs, manufactures and sells illuminated smart phone cases and other mobile accessories. LuMee filed its petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-24752) on June 28, 2019. In the petition signed by Angela Shoemake, president and chief operating officer, the Debtor was estimated to have $100,000 to $500,000 in assets and $4.2 million in liabilities. The case is assigned to Judge William T. Thurman. Brian M. Rothschild, Esq., at Parsons Behle & Latimer, is the Debtor's counsel. LUMEE LLC: Dec. 9 Plan Confirmation Hearing Set ----------------------------------------------- LuMee LLC, filed with the U.S. Bankruptcy Court for the District of Utah a motion for entry of an order approving the adequacy of information contained in the Disclosure Statement and scheduling a hearing on confirmation of the Plan. On Oct. 21, 2021, Judge William T. Thurman granted the motion and ordered that: * The Disclosure Statement is approved as containing adequate information. * Dec. 9, 2021, at 10:30 a.m. is the Confirmation Hearing, at which time the Court will consider, among other things, the confirmation of the Plan. * Nov. 25, 2021, at 5:00 p.m. is fixed as the last day to file any objections to confirmation of the Plan. * Nov. 1, 2021, at 5:00 p.m. is the Voting Deadline. A copy of the order dated October 21, 2021, is available at https://bit.ly/314XVMv from PacerMonitor.com at no charge. Attorneys for Debtor LuMee LLC: Brian M. Rothschild Darren Neilson PARSONS BEHLE & LATIMER 201 South Main Street, Suite 1800 Salt Lake City, Utah 84111 Telephone: 801.532.1234 Facsimile: 801.536.6111 E-mail: BRothschild@parsonsbehle.com DNeilson@parsonsbehle.com ecf@parsonsbehle.com About LuMee LLC LuMee LLC -- https://www.lumee.com/ -- designs, manufactures and sells illuminated smart phone cases and other mobile accessories. LuMee filed its petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-24752) on June 28, 2019. In the petition signed by Angela Shoemake, president and chief operating officer, the Debtor was estimated to have $100,000 to $500,000 in assets and $4.2 million in liabilities. The case is assigned to Judge William T. Thurman. Brian M. Rothschild, Esq., at Parsons Behle & Latimer, is the Debtor's counsel. MALLINCKRODT PLC: City of Rockford May Proceed with Appeal ---------------------------------------------------------- The Chief Magistrate Judge of the United States District Court for the District of Delaware issued a Recommendation dated Oct. 21, 2021, recommending that, pursuant to paragraph 2(a) of the Procedures to Govern Mediation of Appeals from the United States Bankruptcy Court for this District and 28 U.S.C. Section 636(b), the matter in the appellate case captioned CITY OF ROCKFORD, IL, et al., Appellants, v. MALLINCKRODT PLC, et al., Appellees, C.A. No. 21-1150-LPS (D. Del.) be withdrawn from the mandatory referral for mediation and proceed through the appellate process of this Court. The Appeal relates to a July 23, 2021 order of the Honorable John T. Dorsey of the Bankruptcy Court for the District of Delaware, which disallowed certain claims of the Appellants against the Debtors in their Chapter 11 case. In light of the relief granted by the Bankruptcy Court and the issues on appeal, the parties do not believe mediation would be fruitful, and requested that this matter be removed from mandatory mediation. The Chief Magistrate held that as a result of the screening process, the issues involved in this case are not amenable to mediation and mediation at this stage would not be a productive exercise, a worthwhile use of judicial resources nor warrant the expense of the process. A full-text copy of the Recommendation is available at https://tinyurl.com/ymza4szh from Leagle.com. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC, is the claims agent. The official committee of unsecured creditors retained Cooley LLP as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon Advisers LLC as its financial advisor. On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an official committee of opioid related claimants. The OCC tapped Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as Delaware co-counsel, Province Inc. as financial advisor, and Jefferies LLC as investment banker. A confirmation trial for the Debtors' First Amended Joint Plan of Reorganization is set to begin Nov. 1, 2021. The Confirmation Hearing will be bifurcated into two phases. Phase 1 will commence the week of Nov. 1. The Confirmation Hearing will continue with Phase 2 on or around the week of Nov. 15, when the Acthar Administrative Claims Hearing proceedings concludes. MALLINCKRODT PLC: Summary Judgment Bid on AICs Admin Claims Denied ------------------------------------------------------------------ The United States Bankruptcy Court for the District of Delaware issued a Memorandum Opinion and Order dated Oct. 19, 2021, denying a Motion for Partial Summary Judgment on Administrative Claims Objection filed by Mallinckrodt plc and its debtor-affiliates. Attestor Limited, on behalf of itself and its affiliated entities, and Humana, Inc. -- collectively, "Acthar Insurance Claimants" or "AICs" -- creditors of the Debtors, for Entry of an Order Allowing Administrative Expense Claims pursuant to Section 503(b) of the Bankruptcy Code. The Debtors objected to the Administrative Expense Motion and filed a Motion for Partial Summary Judgment on the Objection. The Debtors' flagship product and the most valuable product in their portfolio is H.P. Acthar Gel, a natural adrenocorticotropic hormone (ACTH) drug that is used in the treatment of infantile spasms, lupus, rheumatoid arthritis, and certain ophthalmic conditions such as uveitis. At more than $38,000 per vial, sales of Acthar represent 30% of the Debtors' overall business. The high price of Acthar has spawned several lawsuits, which assert as much as $15 billion in liabilities. The AICs are plaintiffs in some of the Acthar-related lawsuits. The AICs provide healthcare services, including insuring the risk of prescription drug costs, to more than seventeen million members throughout the United States. Since 2010, the AICs have paid billions of dollars for prescriptions for Acthar for their members. When the Debtors filed for bankruptcy, the Acthar-related lawsuits were automatically stayed. The parties agree that the claims based on those prepetition lawsuits are general unsecured prepetition claims. However, because the Debtors continue post-petition to charge the allegedly supra-competitive price for Acthar, and the AICs continue to purchase Acthar as needed by their members, the AICs assert that they have accrued and are continuing to accrue new post-petition causes of action for antitrust violations with each and every sale. Spending an average of $7.5 million a month post-petition on Acthar, the AICs filed their Administrative Expense Claim Motion, asserting that their post-petition purchases of Acthar give rise to new claims for antitrust violations and any damages from those claims are entitled to priority status under the Supreme Court's holding in Reading Co. v. Brown, 391 U.S. 471 (1968). The Bankruptcy Court, after looking at the tests in In re Grossman's, 607 F.3d 114, 127 (3d Cir. 2010) and Wright v. Owens Corning, 679 F.3d 101 (3d Cir. 2012), found that while the claims in Grossman's and Owens Corning did not accrue until several years after the debtors sold the product -- when the claimants' injuries became known to them -- the AICs' claims accrued instantaneously at the time of sale. But this fact does not alter the conclusion that Grossman's compels, which is that the claim arose when the claimants were exposed to the Debtors' product/conduct, which was also at the time of sale, the Bankruptcy Court pointed out. Accordingly, to the extent the AICs have claims based on the Debtors' sale of Acthar to them after the petition date, such claims arose after the petition date and are thus post-petition claims -- even though, by nothing more than coincidence they also accrued at the same time, the Bankruptcy Court held. "The 'fresh start' provided by the Bankruptcy Code cannot be both a sword and a shield. The Debtors made the decision to wield the sword when they filed for bankruptcy in order to escape the crushing volume of litigation they faced. But they also decided to continue, post-petition, to sell Acthar at the prepetition price despite the allegations of that price violating antitrust law, because the high price was needed to fund the bankruptcy. If it turns out that they are violating the law by doing so, they cannot then use the Code's 'fresh start' policy as a shield to escape liability for that decision. The policy of the 'fresh start' does not give a debtor immunity to continue to violate the law at the expense of captive creditors who have no alternative but to pay the Debtors' high price," the Bankruptcy Court opined. Assuming that the AICs can prove their claims for violations of the Sherman Act and, therefore, that they hold post-petition claims, the question remains whether those claims qualify for administrative expense priority under section 503. To answer that, the Bankruptcy Court will need to resolve several questions of fact, including whether the Debtors' conduct violated Sections 1 and 2 of the Sherman Act and, if so, whether the post-petition sales meet the requirements for administrative priority under section 503. "This I cannot do on a motion for summary judgment," the Bankruptcy Court concluded. A full-text copy of the Court's decision is available at https://tinyurl.com/hxbdau9y from Leagle.com. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC, is the claims agent. The official committee of unsecured creditors retained Cooley LLP as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon Advisers LLC as its financial advisor. On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an official committee of opioid related claimants. The OCC tapped Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as Delaware co-counsel, Province Inc. as financial advisor, and Jefferies LLC as investment banker. A confirmation trial for the Debtors' First Amended Joint Plan of Reorganization is set to begin Nov. 1, 2021. The Confirmation Hearing will be bifurcated into two phases. Phase 1 will commence the week of Nov. 1. The Confirmation Hearing will continue with Phase 2 on or around the week of Nov. 15, when the Acthar Administrative Claims Hearing proceedings concludes. MANNY'S MEXICAN: Has Deal on Cash Collateral Access --------------------------------------------------- Manny's Mexican Cocina, Inc. asks the U.S. Bankruptcy Court for the Western District of Wisconsin to approve its stipulation with Park Bank-La Crosse with respect to payment to Park Bank for adequate protection and use of cash collateral. Manny's Mexican Cocina, Inc. and Rivera Family Holdings, LLC, and Park Bank agree that the Bank is entitled to Adequate Protection for the use of cash collateral. Park Bank consents to the use of cash collateral provided the Debtors are at all times in full compliance with the Stipulation and their obligations under the Bankruptcy Code and Orders of the Bankruptcy Court. The Debtors will make a monthly Adequate Protection payment to Park Bank in the amount of $16,612 for the use of cash collateral and adequate protection. Insurance on all the collateral will be kept current in full force and effect and the Debtors will provide proof of the insurance to Park Bank as requested by Park Bank. The real estate taxes will be paid in the monthly sum of $2,855 for the real estate tax escrow but paid on a weekly basis of $600 (adjusted as needed to satisfy amount of said taxes due), the first payment due October 15, 2021, and each Friday thereafter. Park Bank is granted a replacement lien on all the Debtors' post-petition assets to the same extent that it had in the same or similar assets pre-petition. A copy of the motion is available at https://bit.ly/3mgumzz from PacerMonitor.com. About Manny's Mexican Cocina Manny's Mexican Cocina, Inc. filed its voluntary petition for Chapter 11 (Bankr. W.D. Wis. Case No. 21-12059) on Oct. 6, 2021. Lynnae Rivera, company owner, signed the petition. Judge Catherine J. Furay oversees the case. Pittman & Pittman Law Offices, LLC serves as the Debtor's counsel. Park Bank, as secured creditor, is represented by: Patrick C. Summers, Esq. Dewitt LLP 2100 AT&T Tower 901 Marquette Avenue Minneapolis, MN 55402-2859 Tel: (612) 305-1400 MICH'S MACCS: Wins Cash Collateral Access ----------------------------------------- The U.S Bankruptcy Court for the Southern District of New York has authorized Mich's Maccs, LLC to use cash collateral on an interim basis nunc pro tunc as of September 3, 2021, through the date of the Final Hearing. The Debtor says it has eight creditors that have filed a UCC Financing Statement perfecting a security interest on all of the Debtor's assets: First Corporate Solutions, as Representative for two unknown creditors, United States Small Business Administration, TD Bank, N.A., LG Funding LLC, Investors Bank, Forward Funding and Corporation Service Company, as Representative. The Debtor asserts that the use of its personal property, which potentially constitutes collateral of the Secured Creditors, is essential to the continued preservation and maximization of the Debtor's estate. As adequate protection for the Debtor's use of cash collateral, the Secured Creditors are granted replacement liens in all of the Debtor's pre-petition and post-petition assets and proceeds, including the cash Collateral and the proceeds of the foregoing, to the extent that the Secured Creditors had a valid security interest in the pre-petition assets on the Petition Date and in the continuing order of priority that existed as of the Filing Date. The Replacement Liens will be subject and subordinate only to: (a) United States Trustee fees payable under 28 U.S.C. Section 1930 and 31 U.S.C Section 3717; (b) professional fees of duly retained professionals in this Chapter 11 case as may be awarded pursuant to Sections 330 or 331 of the Code; (c) the fees and expenses of a hypothetical Chapter 7 trustee to the extent of $10,000; and (d) the recovery of funds or proceeds from the successful prosecution of avoidance actions. The security interests and liens granted and regranted: (i) are and will be in addition to all security interests, liens and rights of set-off existing in favor of the Secured Creditors on the Petition Date; (ii) will secure the payment of indebtedness to the Secured Creditors in an amount equal to the aggregate Collateral used or consumed by the Debtor; and (iii) will be deemed to be perfected without the necessity of any further action by the Secured Creditors or the Debtor. A hearing on the matter is scheduled for November 4, 2021 at 10 a.m. A copy of the order and the Debtor's 13-week budget is available at https://bit.ly/3nnvdy0 from PacerMonitor.com. The Debtor projects $66,465 in total operating cash receipts and $22,616 in total operating cash flow from September 21 to December 14, 2021 About Mich's Maccs, LLC Mich's Maccs, LLC manufactures and sells artisanal chocolate-covered coconut treats. MM's re-imagined version of traditional macaroons, or "maccs," are handcrafted bite-sized decadent treats with a soft and chewy coconut inside and hand-dipped into Belgian chocolate on the outside. They are all-natural and baked in small batches in New York City using their special process. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-11567) on September 3, 2021. In the petition signed by Michelle Goldberg, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Dawn Kirby, Esq., at Kirby Aisner & Curley LLP is the Debtor's counsel. MONSTER INVESTMENTS: Seeks to Hire Wolff & Orenstein as Counsel --------------------------------------------------------------- Monster Investments, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Wolff & Orenstein, LLC to serve as legal counsel in its Chapter 11 case. The firm's hourly rates are as follows: Members $490 per hour Associate Attorneys $275 per hour Paralegals $200 per hour Office Assistants $125 per hour The firm receive a retainer in the amount of $100,000. As disclosed in court filings, Wolff & Orenstein does not hold any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Michael G. Wolff, Esq. Wolff & Orenstein, LLC 15245 Shady Grove Road North Lobby, Suite 465 Rockville, MD 20850 Tel: 301-250-7232 Fax: 301-816-0592 Email: mwolff@wolawgroup.com About Monster Investments Inc. Monster Investments, Inc. is a Hughesville, Md.-based company primarily engaged in renting and leasing real estate properties. It is the fee simple owner of 28 real properties in Maryland and Florida having an aggregate value of $9.95 million. Monster Investments filed its voluntary petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-16592) on Oct. 19, 2021, listing $10,018,848 in assets and $16,529,878 in liabilities. Donald Bernard, president of Monster Investments, signed the petition. Michael G. Wolff, Esq., at Wolff & Orenstein, LLC represents the Debtor as legal counsel. MTE HOLDINGS: Allar Co. May Proceed with Appeals ------------------------------------------------ The Chief Magistrate Judge of the United States District Court for the District of Delaware issued two Recommendations dated Oct. 21, 2021, recommending that, pursuant to paragraph 2(a) of the Procedures to Govern Mediation of Appeals from the United States Bankruptcy Court for the District of Delaware and 28 U.S.C. Section 636(b), the matters involving The Allar Company be withdrawn from the mandatory referral for mediation and proceed through the appellate process of the Court. In the appeals case captioned THE ALLAR COMPANY, Appellant, v. MTE HOLDINGS LLC, et al., Appellees, C.A. No. 21-1297-LPS (D. Del.), the Appellant challenges: (i) the Order Overruling Allar's Objection to Debtors' Amended Joint Plan of Reorganization; (ii) Findings of Facts, Conclusions of Law and Order Confirming the Sixth Amended Joint Chapter 11 Plan of Reorganization for MTE Holdings LLC and its Affiliated Debtors (the "Confirmation Order") entered by Judge Goldblatt and (iii) any Order entered confirming the Sale of Substantially All of the Debtors' Assets. Debtors dispute that this Appeal is from the Order Overruling Allar's Objection to the Debtors' Amended Joint Plan of Reorganization and any Order entered confirming the Sale of Substantially All of the Debtor's Assets. In the appeals case captioned THE ALLAR COMPANY, Appellant, v. MTE HOLDINGS LLC, et al., Appellee, C.A. No. 21-1318-LPS, Bankr. BAP No. 21-67 (D. Del.), involves an appeal from an Order of the Bankruptcy Court Denying Stay Pending Appeal. The Appellant filed this appeal based on case law holding that a bankruptcy court order denying a stay pending appeals is a final appealable order. The Plan administrator disputes this proposition. Although the parties have not engaged in mediation or any other ADR and requested that this matter be removed from mandatory, the issues involved in this Appeal are not conducive to mediation. Full-text copies of the Recommendations are available at https://tinyurl.com/5yukbuds and https://tinyurl.com/2mk93utp from Leagle.com. About MTE Holdings MTE Holdings LLC is a privately held company in the oil and gas extraction business. MTE sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on Oct. 22, 2019. In the petition signed by its authorized representative, Mark A. Siffin, the Debtor disclosed assets of less than $50 billion and debts of $500 million. Judge Karen B. Owens was originally assigned to the case before Judge Christopher S. Sontchi took over. The Debtor tapped Kasowitz Benson Torres LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as its local counsel; Greenhill & Co., LLC, as financial advisor and investment banker; Ankura Consulting LLC, as a chief restructuring officer; and Stretto as its claims and noticing agent. NATIONAL FILTERS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: National Filters Inc. 360 Industrial Way Harbor Beach, MI 48441 Business Description: National Filters Inc. is an industrial filtration manufacturer specializing in hydraulic, lubrication and marine based air, oil and fuel filters. Chapter 11 Petition Date: October 26, 2021 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 21-21149 Debtor's Counsel: George E. Jacobs, Esq. BANKRUPTCY LAW OFFICES 2425 S. Linden Rd. Ste. C Flint, MI 48532 Tel: (810) 720-4333 Email: george@bklawoffice.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Todd Raines as president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6YEZLAA/National_Filters_Inc__miebke-21-21149__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6S2DXCY/National_Filters_Inc__miebke-21-21149__0001.0.pdf?mcid=tGE4TAMA NESV ICE: Seeks Approval to Hire 'Ordinary Course' Professionals ---------------------------------------------------------------- NESV Ice, LLC and affiliates seek approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire professionals who provide services in the ordinary course of business. The request, if granted by the court, would allow the Debtors to hire "ordinary course" professionals without filing separate employment and fee applications. The ordinary course professionals and their rates are as follows: JBH Advisory, LLC $1,500 (per month) Jones Lang LaSalle $22,500 (flat-rate prepaid before the petition date) As disclosed in court filings, JBH Advisory and Jones Lang LaSalle are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. About NESV NESV Ice, LLC, NESV Swim, LLC, NESV Field, LLC, NESV Hotel, LLC, NESV Tennis, LLC, NESV Land, LLC, and NESV Land East, LLC offer fitness and sports training services. Attleboro, Mass.-based NESV Ice and its affiliates filed petitions for Chapter 11 protection (Bankr. D. Mass. Lead Case No. 21-11226) on Aug. 26, 2021. Stuart Silberberg, manager, signed the petitions. In its petition, NESV Ice listed as much as $50 million in both assets and liabilities. Judge Christopher J. Panos oversees the cases. William McMahon, Esq., at Downes McMahon, LLP is the Debtors' legal counsel. NEW RESONETICS: S&P Affirms 'B-' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on medical device contract manufacturer New Resonetics Holding Corp. (Resonetics), with a stable outlook. S&P also affirmed its 'B-' and 'CCC' issue-level ratings to Resonetics LLC's first- and second-lien secured debt, respectively. Recovery ratings for the first- and second-lien debt remain '3' and '6', respectively. The stable outlook reflects projected revenue growth of more than 30% in 2022 (on a GAAP basis), S&P adjusted EBITDA margin in the high-20% area, S&P adjusted leverage of about 7x, and free operating cash flow of at least $10 million in 2022. The increased debt from the proposed incremental term loan will largely be offset by the acquired EBITDA, keeping S&P adjusted leverage between 6x and 7x in 2022 and supporting the rating affirmation. While the two recent acquisitions expand the company's capabilities and provide exposure to new customers and programs, our fundamental view on its business risk largely remains the same because the acquisitions only slightly expand its scale and diversify its customer base. The acquisition of target 1 expands Resonetics' micro manufacturing capabilities to include fiber optic sensor and the acquisition of target 2 provides a strategic entry point to the diagnostics contract manufacturing space. S&P estimates the two acquisitions will contribute about 15% to the company's total 2022 revenue, and that both will require minimal capital expenditures (capex). With the EBITDA contribution of about $20 million from the two acquisitions, S&P expects S&P Global Ratings' adjusted leverage to return to about 7x in 2022. S&P said, "Our rating affirmation also reflects Resonetics' base business performing in line with our projections. Despite the ongoing COVID-19 pandemic, the company reported growth of about 30% (GAAP basis) in the first half of 2021, achieved S&P adjusted EBITDA margin in the high-20% range, and maintained S&P Global Ratings' adjusted leverage of below 7x in first and second quarter, consistent with our projections. The topline growth was driven by new product launches, growth in existing programs, and acquisition. Also, the company is less affected by the pandemic given its somewhat favorable end market exposures. It is less exposed to elective procedures, unlike other rated peers such as Tecostar Holdings Inc. and Femur Buyer Inc., which focus on the orthopedic implants market. "Our business risk assessment continues to reflect the company's small scale, operations in highly fragmented market, offset by generally favorable end-market exposure, significant barriers to entry, and long-tenured relationships with key customers. Resonetics provides micro-manufacturing services to medical device and diagnostic device manufacturers. Its core capabilities include laser ablating, cutting, drilling, welding, centerless grinding and nitinol processing. Its end-market exposure includes neurovascular, diabetes, peripheral vascular, and interventional cardiology therapeutic areas. The company generates a significant part of its revenue from high-growth end markets. About 50% of its revenue comes from valves, catheters, and guidewires for neurovascular, interventional cardiology, and structural heart procedures. About 30% of revenue comes from its diabetes segment. The underlying growth in these markets is supported by older and more active population and technological advancements. "We expect the company to continue pursuing an acquisition-driven growth strategy to complement its organic growth, keeping S&P adjusted leverage between 6x and 7x. While we expect Resonetics' S&P adjusted leverage to temporarily increase to around 9x in 2021 given the timing of closing of the acquisitions, we project its S&P adjusted leverage will return to 7x or below in 2022. We also expect modestly positive free operating cash flow in 2022, similar to what we previously projected. "Our stable outlook reflects revenue growth of more than 30% in 2022 (on a GAAP basis) driven by full-year incorporation of the 2021 acquisitions, and growth in existing programs supported by attractive therapeutic end markets in structural heart and diabetes. It also reflects EBITDA growth with the S&P adjusted EBITDA margin largely staying within the high-20% area, driven by improved operating leverage, acquisitions that have higher EBITDA margin and lower-cost production in Costa Rica, partially offset by continued pricing pressure and labor cost inflation. We expect S&P adjusted leverage to be about 7x and free operating cash flow (FOCF) of at least $10 million in 2022. "We would consider a downgrade if the company suffers from operational missteps that cause loss of major contract and customers, leading to prolonged cash flow deficits. "We could consider an upgrade if the company continues to grow in scale, maintains its competitive position, sustains S&P adjusted leverage below 7x, and achieves adjusted FOCF-to-debt ratio of 3% or more." OKURA ENTERPRISE: Unsecureds to Recover 10% via Quarterly Payments ------------------------------------------------------------------ Okura Enterprise, LLC, filed with the U.S. Bankruptcy Court for the First Amended Chapter 11 Plan of Reorganization dated October 21, 2021. All holders of Claims and Interests against the Debtor, of whatever nature, whether or not scheduled or liquidated, absolute or contingent, whether Allowed or not, shall be bound by the provisions of the Plan and are hereby classified as follows: * Class 1 shall consist of all Allowed Secured Claims. Allowed Secured Claims will be paid in full in Cash, with statutory interest, by an initial payment on the Effective Date in the amount of $60,000.00 then commencing three months later the balance shall be paid over a 6 year period in 24 equal quarterly installments. The Allowed Class 1 Claims are impaired and entitle to vote on the Plan. * Class 2 shall consist of all Allowed Non-Tax Priority Non Tax Claims. Allowed Non-Tax Priority Claims, other than Allowed Priority Claims under Section 507(a)(8) of the Code, shall be paid in full in Cash on or promptly after the Effective Date. The Allowed Class 2 Claims are not Impaired under this Plan and thus the holders of such Claims are deemed to accept the Plan and therefore are not entitled to vote on the Plan. * Class 3 shall consist of all Allowed General Unsecured Claims. Each holder of an Allowed Class 3 Unsecured Claim shall receive Cash equal to 10% of its Allowed Class 3 Claim payable in 20 equal quarterly installments, without interest, starting on or promptly after the Effective Date. Class 3 Claims are Impaired and entitled to vote on the Plan. * Class 4 shall consist of all Interests. Subject to acceptance of the Plan by Class 3, the holders of the Allowed Interests shall retain their Interests in the Reorganized Debtor. In such event, the holders of the Class 4 Interests are therefore not Impaired, are deemed to accept the Plan, and therefore are not entitled to vote on the Plan. If Class 3 rejects the Plan, the holders of Class 4 Interests are Impaired and deemed to reject the Plan and therefore not entitled to vote on the Plan. The Plan shall be funded (a) with the Debtor's available net Cash on the Confirmation Date and (b) from the Debtor's ongoing net Cash flow following the Confirmation Date. A full-text copy of the First Amended Plan dated October 21, 2021, is available at https://bit.ly/3jAwYXe from PacerMonitor.com at no charge. Attorneys for the Debtor: KIRBY AISNER & CURLEY LLP 700 Post Road, Suite 237 Scarsdale, New York 10583 (914) 401-9500 Dawn Kirby, Esq. dkirby@kacllp.com About Okura Enterprise LLC Okura Enterprise LLC filed Chapter 11 Petition (Bankr. S.D.N.Y. Case No. 18-23784) on November 16, 2018. The Debtor is represented by Dawn Kirby, Esq. of DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP. OKURA ENTERPRISE: Unsecureds Will Recover 10% Under Plan -------------------------------------------------------- Okura Enterprise LLC submitted a First Amended Disclosure Statement. The Plan will be funded from the Debtor's cash on hand and continued and future operations. These funds are expected to be sufficient to pay all Allowed Administrative Claims in full, as well as to fund a 10% distribution to the holders of allowed unsecured claims. Class 3 consists of the holders of Allowed Unsecured Claims, which total approximately $141,594 in non-insider claims. Each holder of an Allowed Class 3 Claims shall receive a distribution equal to 10% of such Allowed Claim, in full and final satisfaction of Allowed Class 3 Claims, payable in 20 equal quarterly installments without interest, starting on the Effective Date. Class 3 is impaired. Attorneys for the Debtor: Dawn Kirby, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road, Suite 237 Scarsdale, New York 10583 Tel: (914) 401-9500 E-mail: dkirby@kacllp.com A copy of the Disclosure Statement dated October 20, 2021, is available at https://bit.ly/3E4kEq3 from PacerMonitor.com. About Okura Enterprise Okura Enterprise LLC, a providder of IT support for businesses and related IT services, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 18-bk-23784) on Nov. 16, 2018. The Debtor is represented by KIRBY AISNER & CURLEY LLP. ONDAS HOLDINGS: Registers 8.3M Common Shares -------------------------------------------- Ondas Holdings Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offer and sale by certain selling stockholders from time to time up to an aggregate of 8,315,630 shares of Ondas Holdings Inc. common stock, including (i) up to 6,749,974 shares of common stock that are outstanding and (ii) up to 1,565,656 shares of common stock underlying outstanding warrants at an exercise price of $7.89 per share issued to the selling shareholders. These securities were issued to the American Robotics, Inc. stockholders in connection with the acquisition of American Robotics, Inc. that closed on Aug. 5, 2021. The company is not selling any securities under this prospectus and it will not receive any proceeds from the sale by the selling stockholders of their shares of common stock but will receive proceeds from the exercise of the Warrants if the Warrants are exercised, which proceeds will be used for working capital and other general corporate purposes. Ondas Holdings' common stock is traded on the NASDAQ Capital Market, under the symbol "ONDS." As of Oct. 21, 2021, the last reported sale price of the company's common stock on the Nasdaq was $9.12. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1646188/000121390021054238/ea149263-s3_ondashold.htm About Ondas Holdings Inc. Ondas Holdings Inc., through its wholly owned subsidiary, Ondas Networks Inc., is a developer of proprietary, software-based wireless broadband technology for large established and emerging industrial markets. The Company's standards-based, multi-patented, software-defined radio FullMAX platform enables Mission-Critical IoT (MC-IoT) applications by overcoming the bandwidth limitations of today's legacy private licensed wireless networks. Ondas Networks' customer end markets include railroads, utilities, oil and gas, transportation, aviation (including drone operators) and government entities whose demands span a wide range of mission critical applications. These markets require reliable, secure broadband communications over large and diverse geographical areas, many of which are within challenging radio frequency environments. Customers use the Company's FullMAX technology to deploy their ownprivate licensed broadband wireless networks. The Company also offers mission-critical entities the option of a managed network service. Ondas Networks' FullMAX technology supports IEEE 802.16s, the new worldwide standard for private licensed wide area industrial networks. For additional information, visit www.ondas.com. Ondas Holdings reported a net loss of $13.48 million for the year ended Dec. 31, 2020, compared to a net loss of $19.39 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $64.92 million in total assets, $5.14 million in total liabilities, and $59.78 million in total stockholders' equity. PARKS DIVERSIFIED: Seeks Approval to Hire Windes Inc. as Accountant ------------------------------------------------------------------- Parks Diversified, LP seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Windes, Inc. as its accountant. The firm's services include: a. compiling an annual statement of assets, liabilities and equity – income tax basis; b. compiling an annual statement of revenue and expenses – income tax basis; c. preparing federal and state income tax returns for each tax year; and d. reviewing federal and state income tax returns for the previous years. The firm's hourly rates are as follows: Partner/Director $450 - $550 per hour Manager/Senior Manager $225 - $425 per hour Senior Accountant $155 - $205 per hour Staff Accountant $135 - $160 per hour Bookkeeper $120 per hour Windes received a retainer in the amount of $4,000. As disclosed in court filings, Windes is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Douglas Beaver, CPA, MBT Windes Inc. 2050 Main Street, Suite 1300 Irvine, CA 92614 Direct: (949) 271-2114 Office: (949) 852-9433 Email: dbeaver@windes.com About Parks Diversified Parks Diversified, LP, a San Juan Capistrano, Calif.-based company engaged in activities related to real estate, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-11558) on June 22, 2021. David Klein, general partner, signed the petition. At the time of the filing, the Debtor disclosed $30,020,500 in assets and $200,000 in liabilities. Judge Theodor Albert presides over the case. The Debtor tapped Goe Forsythe & Hodges, LLP and Klein & Wilson as bankruptcy counsel and special litigation counsel, respectively. Windes, Inc. is the Debtor's accountant. PEAK CUSTOM: Gets OK to Hire Kutner Brinen as Bankruptcy Counsel ---------------------------------------------------------------- Peak Custom Fabrication, Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Kutner Brinen Dickey Riley, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) providing the Debtor with legal advice with respect to its powers and duties; (b) assisting the Debtor in the development of a plan of reorganization under Chapter 11; (c) filing the necessary pleadings, reports and actions that may be required in the continued administration of the Debtor's property under Chapter 11; (d) taking necessary actions to enjoin and stay until a final decree the continuation of pending proceedings and to enjoin and stay until a final decree the commencement of lien foreclosure proceedings and all matters as may be provided under Section 362 of the Bankruptcy Code; and (e) performing all other necessary legal services. The firm's hourly rates are as follows: Jeffrey S. Brinen, Esq. $500 per hour Jenny M. Fujii, Esq. $410 per hour Keri L. Riley, Esq. $350 per hour Jonathan M. Dickey, Esq. $350 per hour Contract Attorney $350 per hour Law Clerk $100 per hour Keri Riley, Esq., a partner at Kutner , 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: 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 About Peak Custom 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. It is based in Colorado Springs, Colo. Peak Custom Fabrication filed a petition for Chapter 11 protection (Bankr. D. Colo. Case No. 21-15331) on Oct. 21, 2021, listing $1,188,504 in assets and $3,836,990 in liabilities. Nick Gomes, chief executive officer, signed the petition. Judge Thomas B. Mcnamara oversees the case. The Debtor tapped Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, PC as legal counsel. PEAK CUSTOM: Seeks Cash Collateral Access ----------------------------------------- Peak Custom Fabrication, Inc. asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral and provide adequate protection. The Debtor must use cash collateral to continue its business operations post-petition and maintain its inventory. The Debtor proposes to use cash collateral on an interim basis until such time as the Court schedules a final hearing on the Debtor's request. At the final hearing, the Debtor will seek relief to use cash collateral during the term of the Chapter 11 proceeding. On January 11, 2021, the Debtor entered into a Loan Authorization and Agreement, Promissory Note, and Security Agreement with the United States Small Business Administration for a secured disaster loan in the original principal balance of $150,000. In accordance with the Security Agreement, the Debtor granted the SBA a secured interest in substantially all of the Debtor's assets, including its inventory, equipment, accounts, deposit accounts, and accounts receivables. The SBA duly perfected its interest by filing a UCC-1 financing statement with the Colorado Secretary of State on January 25, 2021, Document No. 20212007234. As of the Petition Date, the Debtor's books and records reflect that the SBA is owed $149,900, plus accrued interest on account of its secured claim. Pursuant to C.R.S. section 38-22-127 (Trust Fund Statute), certain of the Debtor's funds and accounts are subject to a statutory trust in favor of subcontractors, material suppliers, and laborers (Trust Funds). The imposition of the statutory trust on certain of the Debtor's funds and accounts gives trust fund claimants an interest in the Trust Funds ahead of any secured creditors, and such funds are not assets of the Debtor's estate. In accordance with C.R.S. section 38-22-127(c), a statutory trust is not imposed on funds from construction projects where a performance or payment bond has been furnished by the Debtor. As a result of the Trust Fund Statute, the SBA's interest in the Debtor's accounts and accounts receivables is limited to the extent such funds result from contract where a bond has been furnished, or to the extent the Debtor has received funds or has a receivable for amounts in excess of the amounts necessary to pay all subcontractors, material suppliers, or laborers in full. In addition to the secured claim of the SBA and the trust fund claimants, UCC-1 Financing Statements have been filed by the Debtor's bonding companies, United Fire Group and the Cincinnati Insurance Company, asserting a security interest in the proceeds from certain construction projects pursuant to General Indemnity Agreement entered into by the Debtor as a condition of furnishing the bond. In order to provide adequate protection for the Debtor's use of cash collateral to secured creditors, the Debtor has proposed adequate protection for the Secured Creditors or any other creditor with a lien on cash collateral as set forth below. The proposal provides the following treatment on account of cash collateral: a. The Debtor will provide the Secured Creditors with a post-petition lien on all post-petition accounts receivable and contracts and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of the Secured Creditors' interest in the collateral pursuant to 11 U.S.C. section 361(2). All replacement liens will hold the same relative priority to assets as did the pre-petition liens; b. The Debtor will only use cash collateral in accordance with the Budget subject to a deviation on line item expenses not to exceed 15% without the prior agreement of the Secured Creditors or an order of the Court; c. The Debtor will keep all of the Secured Creditors' collateral fully insured; d. The Debtor will provide the Secured Creditors with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports; and e. The Debtor will maintain in good repair all of the Secured Creditors' collateral. Should the Debtor default in the provision of adequate protection, the Debtor's approved use of cash collateral will cease and the Secured Creditors will have the opportunity to obtain further relief from the Court. A copy of the motion is available at https://bit.ly/3m51j22 from PacerMonitor.com. About Peak Custom Fabrication, Inc. 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. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 21-15331) on October 21, 2021. In the petition signed by Nick Goes, chief executive officer, the Debtor disclosed $1,188,504 in assets and $3,836,990 in liabilities. Judge Thomas B. McNamara oversees the case. Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, P.C. is the Debtor's counsel. PELCO STRUCTURAL: Wins Cash Collateral Access Thru Jan 2022 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, has authorized Pelco Structural, L.L.C. to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of funds that certain parties may claim constitute cash collateral to pay the day-to-day operating expenses associated with its business, maintain its property interests, make payments authorized by the Court, cover the administrative costs incurred in the case, and for such other expenses necessary to preserve the value of the Debtor's estate. Pelco Industries, Inc. claims an interest in the Debtor's cash on account of security interests granted by the Debtor prior to the Petition Date. Exelon Business Services Company, LLC is also claiming an interest in certain of the Debtor's cash by virtue of supplementary proceedings on a prepetition judgment. The Debtor is permitted to use cash collateral through the date which is the earliest to occur of (a) the occurrence of an Event of Default; or (b) January 31, 2021, subject to renewal by the entry of a further Order. The Budgeted expenses will not exceed 120% of the amount set forth for the respective expense category set forth in the Budget. An "Event of Default" will occur if the Debtor fails to perform fully and in a timely manner any provision, term, or condition of the Order. Upon the occurrence of an Event of Default, any person claiming an interest in cash collateral, including Industries and Exelon, will give notice to the Debtor, Industries, and Exelon describing the alleged Event of Default and stating that the Debtor's right to use cash collateral will automatically terminate if the Debtor does not cure such Event of Default within 10 business days. As adequate protection against any diminution in value of their validly perfected and unavoidable prepetition security interest or lien (if any) as a result of the use of cash collateral, Industries and Exelon will receive adequate protection in the form of Replacement Liens up to the value of such creditor's validly perfected and unavoidable prepetition security interest or lien (if any) as of the Petition Date. Subject to the Carve-Out, the Replacement Liens will be (i) first priority perfected liens on all of the Post-petition Collateral as to which such relevant creditor had a valid and perfected first priority lien or security interest as of the Petition Date and (ii) junior perfected liens on all Post-petition Collateral that is subject to a validly perfected lien or security interest with priority over such creditor's liens or security interests as of the Petition Date, in the same priority as existed prior to the Petition Date. The Carve Out means: (i) statutory fees payable to the United States Trustee; (ii) fees payable to the clerk of the Bankruptcy Court; (iii) reasonable and documented expenses payable to any statutory committee appointed in the case; and (iv) professional fees and expenses incurred by professionals retained by the Debtor pursuant to 11 U.S.C. sections 327(a) and 1103 and allowed by the Court. The Replacement Liens are deemed valid and perfected without the need to file any document as may otherwise be required by law. As additional adequate protection, to the extent that the Replacement Liens prove insufficient to provide adequate protection against any diminution in value of their validly perfected and unavoidable prepetition security interest or lien, Industries and Exelon are granted allowed superpriority administrative expense claims. A hearing on the matter is scheduled for January 27 at 10:30 a.m. A copy of the order is available at https://bit.ly/3Cl2fVM from PacerMonitor.com. About Pelco Structural LLC Pelco Structural LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 21-11926) on July 16, 2021. In the petition signed by Stephen P. Parduhn, president and CEO, the Debtor disclosed up to $50 million in both assets and liabilities. Clayton D. Ketter, Esq. at Phillips Murrah P.C. is the Debtor's counsel. Pelco Industries, Inc., as lender, is represented by, Stephen J. Moriarty, Esq. at Fellers, Snider, Blankenship, Bailey & Tippens, P.C. Exelon Business Services Company, LLC, as lender, is represented by Kiran A. Phansalkar, Esq. at Conner & Winters, LLP, Charles S. Stahl, Jr., Esq. at Swanson, Martin & Bell, LLP, and Joseph P. Kincaid, Esq. at Swanson, Martin & Bell, LLP. PENINSULA PACIFIC: S&P Upgrades ICR to 'B' on Improved Metrics -------------------------------------------------------------- S&P Global Ratings raised its ratings, including its issuer credit rating, on Virginia-based gaming operator Peninsula Pacific Entertainment LLC's (d/b/a/ P2E) one notch, to 'B' from 'B-'. S&P said, "The positive outlook reflects our expectation P2E may be able to sustain adjusted leverage below 5x, a level we view as aligned with a one-notch higher rating for P2E. "We believe P2E's EBITDA will support adjusted leverage in the mid- to high-4x area, on average, through 2022. Based on publicly available data from the New York, Iowa, and Virginia state gaming and racing commissions, we believe P2E generated sufficient revenue in the third quarter 2021 to support a quarterly run-rate level of EBITDA around $50 million, based on an assumed margin in the low- to mid-30% range, similar to the second quarter 2021. We are forecasting P2E's quarterly EBITDA could remain at that level through 2022 since we expect incremental cash flow from P2E's newly opened and expanded Virginia properties in 2021 and 2022, and the benefit of a gaming tax-rate reduction on slot machines at P2E's Lago property in New York, to offset our expectation for a modest decline in EBITDA at P2E's Hard Rock Sioux City (HRSC), Iowa property. We are forecasting HRSC's EBITDA to decline in 2022 since we believe strong demand in 2021 may wane modestly as consumers deplete government stimulus funds, accumulated savings, and as more entertainment and travel options are available. "Our pro forma EBITDA forecast includes a full year of Hard Rock Sioux City (HRSC) (acquired October 2020) and a full year of Lago's revenue and EBITDA, which P2E acquired in 2021. Our measure of EBITDA is after subtracting management fees, development expenses, and pre-opening expenses." S&P's base case forecast also assumes: -- U.S. GDP increases 5.7% in 2021 and 4.1% in 2022, and U.S. consumer spending increases 8.1% in 2021 and 4.0% in 2022. S&P believes economic growth will support spending at casinos through 2022. -- Meaningful year-over-year revenue growth in 2021 given a favorable comparison with 2020, which was affected by property closures for part of the year and operating restrictions. Revenue generation in 2021 is supported by the opening of two properties in Virginia, and the easing of capacity and operating hour restrictions throughout P2E's operating markets, particularly at its Lago property. -- Significant year-over-year EBITDA growth in 2021 due largely to revenue growth. S&P assumes 2021 EBITDA margin will be higher than in 2020, which was affected by property closures, but may decline sequentially through the year, at least at the property level. This is because S&P assumes that as the year progresses more lower-margin amenities are offered, more leisure alternatives become available so the company increases marketing spending, and we assume there are incremental expenses associated with having more table game positions available by the end of the year. -- Revenue growth in 2022 of 5%-10% driven largely by a full-year benefit of the expansion (adding 350 historical horse racing (HHR) machines) at P2E's Vinton, Va. property, and S&P's forecast for Lago's revenue to increase to about the level in 2019, given a full-year benefit of operations without capacity or operating hour restrictions. -- EBITDA growth of up to about 5%-10% in 2022 due to revenue growth. S&P assumes margin is flat to up slightly given the full year benefit of an expected reduction in the gaming tax rate on slots at the Lago property. P2E may request a reduction in the gaming tax rate on slots to 30% from 37%. Furthermore, S&P assumes slightly lower development expenses in 2022 since it expects certain expenses in 2021 will not recur. Based on these assumptions, S&P arrives at the following credit measures: -- Adjusted leverage decreases to the high-4x area at the end of 2021, and to the mid-4x area in 2022. -- Adjusted EBITDA coverage of interest expense improves to the high-2x area by the end of 2021, and remains there through 2022. P2E's appetite for development spending and other investment opportunities could cause leverage to increase above 5x. Although S&P's base case forecast is for adjusted leverage to improve below its 5x upgrade threshold, it believes that over the next few years P2E may pursue development or other investment opportunities that could potentially increase adjusted leverage above 5x. P2E holds a riverboat gaming license in Louisiana for a facility that is currently not operating and is seeking to move that license to Slidell, La. in St. Tammany Parish. Voters will decide whether to allow gambling in the parish later this year. If voters approve the referendum and P2E is able to move the license to Slidell and develop a casino there, P2E estimates the project could cost $325 million to $330 million. Although the likelihood, timing, and ultimate scope and cost of the project are uncertain, S&P believes that spending could begin in the next two years if the project is allowed to proceed. This would likely increase adjusted leverage given our assumption the company would incur at least some incremental debt to fund the project ahead of cash flows from the new casino. P2E will face new competition in its largest market over the next few years, which could hurt EBITDA. S&P said, "We believe additional competition in Virginia within the next few years may have a moderate negative impact on P2E's EBITDA. In March 2020, Virginia passed a bill permitting up to five gaming facilities that can offer Class III slot machines and table games. Of the five proposed locations, two are within 25 miles of P2E's Hampton location and one is in Richmond, where P2E has a property and that is about 30 miles west of P2E's Colonial Downs location. We believe that if these three locations open, all else being equal, P2E's EBITDA could decline between 5% and 10% by 2024 since its Virginia properties cater largely to local customers within 25 miles, and the new facilities would be marketing to the same target customer base. Furthermore, we believe the proposed casinos will have a competitive advantage since they will be able to offer table games and Class III slots, compared with only HHR machines permitted at P2E's locations as per the provisions of its license with the state. HHR machine technology has improved over the past few years as larger gaming equipment manufacturers have begun offering more product in this space. New HHR machines can have well-recognized brands and game titles, relatively large jackpots, and game play is around the same speed as traditional Class III machines. It is our understanding that P2E is rolling out newer HHR machines across its portfolio, and the newer machines should represent a more significant portion of P2E's portfolio by the end of next year. We also expect the proposed casinos will offer a greater assortment of food, beverage, and other amenities, given the level of investment required for these casinos. We believe these additional amenities could draw customers." Nevertheless, P2E has an agreement to manage the proposed casino in Richmond. These management fees should help offset some of the expected negative impact to P2E's Richmond and Colonial Downs locations due to the new Richmond casino. S&P said, "Furthermore, we believe P2E's Colonial Downs location may still capture a large portion of customers coming from areas to the east of that location. Areas to the north of Richmond and to the south and east of Colonial Downs are densely populated. We also believe P2E's Hampton location has an advantage, relative to the approved Portsmouth and Norfolk casino locations, as customers north of Hampton come from densely populated areas such as Newport News." Further, P2E should benefit from an effective gaming tax rate of 16%, relative to the rate of between 18% and 30% for the proposed casinos. This could translate into an ability to allocate a higher level of revenue toward marketing initiatives. S&P said, "We believe P2E remains vulnerable to EBITDA volatility because the Virginia properties represent about half of its property level EBITDA. P2E's Virginia operations represent a little over half of its property level EBITDA. Therefore, we believe P2E's earnings remain vulnerable to event risks, such as a regional economic slowdown, additional mandatory property closures, significant capacity or other operating restrictions at the properties in Virginia, changes in competition, adverse weather, or brand degradation. "The positive outlook reflects our expectation that P2E may be able to sustain adjusted leverage below 5x depending on future development plans. We believe leverage below 5x may be aligned with a one-notch higher rating for P2E. "We could raise the rating if we believe P2E will maintain adjusted leverage under 5x, even incorporating potential development spending or other investment opportunities. Before raising the rating, we would also want to be certain maintaining adjusted leverage below 5x is aligned with P2E's financial policy. "We could revise the outlook to stable if we no longer believe P2E's improving cash flow would result in leverage improving below 5x or if the company undertook incremental development or investment spending that kept leverage above 5x. We could lower ratings if we expect adjusted leverage would be maintained above 6.5x. This could occur in a scenario of meaningful development spending, or modest development spending at a time of declining EBITDA." PHOENIX OF ALBANY: Court Doubts Bankruptcy-Exit Plan ---------------------------------------------------- Michael DeMasi, writing for Albany Business Review, reports that a federal bankruptcy court judge in Albany expressed doubts Wednesday, Oct. 20, 2021, the owner of the decrepit Central Warehouse can fulfill the requirements for a Chapter 11 debt reorganization but will give more time before ruling on the case. "It's obvious this case is DOA based on the information before us," Judge Robert E. Littlefield Jr. told attorneys during a hearing held by phone, using the acronym for dead on arrival. Judge Littlefield is giving owner Evan Blum more time to provide specifics because $6,211 in school taxes were paid in September. It was the first time since 2011 that property taxes have been paid on the 11-story building that has been a long-standing eyesore downtown -- a time period that predates Blum taking ownership in 2017. "The one positive I can say is the current school tax bill has been paid," Judge Littlefield said. "That is the one positive area to all of this." Blum's attorney, Justin Heller of Nolan Heller Kauffman LLP, must submit a revised plan to the court by Nov. 15. Another hearing is scheduled for Nov. 24. "I'm not terribly optimistic," Judge Littlefield said at the end of Wednesday's hearing. "I don't see how from today's point of view this can turn around to meet the standard of [federal bankruptcy law], but I think he deserves the opportunity." Blum, as sole member of The Phoenix of Albany LLC, filed for Chapter 11 bankruptcy protection on June 10, a move that put an automatic hold on any transfer of the run-down building at 143 Montgomery Street near Interstate 787. That was the same day sealed bids were due to Albany County from prospective developers interested in taking control of the property. Two bids were received. The county is trying to sell the building to recoup more than $500,000 in delinquent property taxes. Peter A. Pastore, an attorney at O'Connell & Aronowitz PC who represents Albany County in the bankruptcy court case, told Littlefield the county has no confidence Blum can or will make repairs and do whatever else is needed to rehab the building. "The county wants a different person in there, and that's what they're looking to do," Mr. Pastore said. "We all live in the Capital Region and we all see the Central Warehouse blemish." Heller took exception with the county's position, saying Blum is the legal property owner and the intent of the bankruptcy filing is to have a plan for paying the overdue taxes. Blum has proposed paying the debt over five years with funding from various sources, including the sale of items from his architectural salvage business in Harlem, The Demolition Depot, a collection worth "millions of dollars," he told the court in a filing this month. Blum also told the court he's in the process of selling a 175,000-square-foot building in Williamsport, Pennsylvania, for $500,000. The sale is supposed to close in 30 days. Blum also has a conditional commitment of a $900,000, 10-year loan on the building from Indybanc LLC of Paterson, New Jersey, according to a filing. The fixed interest rate is 11.9%. "The county, I don't believe, has veto power over whether Mr. Blum can keep his property," Heller said during Wednesday's hearing. "I believe he has property rights. If he had the wherewithal he could have paid the taxes and the county would be in no position to dictate whether he can keep it." Amy J. Ginsberg, U.S. trustee in the bankruptcy case, raised several concerns about Blum, including the lack of any meaningful progress since taking ownership of the building and no specifics about the timetable and costs for renovations and repairs. She also noted Blum was sent two cancellation notices from an insurance agency because he had not timely paid monthly bills after getting the property insured for the first time over the summer. "The fact he didn't share that with his attorney is interesting," Ginsberg said. Heller said he wasn't previously aware of the cancellation notices that were sent to Blum in August and September, but Blum did make the payments. The bills were each $1,717 including late fees, according to court filings. About Phoenix of Albany Phoenix of Albany, LLC, is a limited liability company organized under the laws of the State of New York. Its sole member is Evan Blum. It owns real property and improvements at 143 Montgomery Street and adjacent lots in Albany, New York, commonly known as the "Central Warehouse". Phoenix owns no other assets and is not currently conducting any business. The Phoenix of Albany, LLC, filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 21-10584) on June 10, 2021. The Debtor is represented by Justin A. Heller, Esq. of NOLAN HELLER KAUFFMAN LLP. POLK AZ: Seeks Cash Collateral Access ------------------------------------- Polk AZ LLC asks the U.S. Bankruptcy Court for the District of Arizona for authority to use cash collateral for ordinary and necessary expenses pursuant to the budget to preserve and operate the Debtor's apartment complex. Polk AZ seeks to use the monthly rental income generated by its primary asset, the 32-unit apartment complex on Polk Street in Phoenix. The Debtor is owned by Triple 2 LLC, a Delaware limited liability company, and JMG Industries L.L.C., an Arizona limited liability company. Triple 2 is wholly owned by Jean Gonzvar; JMG is wholly owned by Jonathan M. Gonzvar, Jean's brother. Jean Gonzvar is the debtor representative and overall manager of the Debtor. The Debtor employs in the ordinary course of business a field manager that reports directly to Mr. Gonzvar. The field manager charges a monthly fee of 5.00% of collected rents (presently $350 per month). The field manager ensures that the project is kept in a safe and habitable condition. The current rental income is sufficient to cover the post-petition monthly expenses, including property taxes (impound), insurance, utilities and other basic operating expenses for the Apartments. The Debtor has provided a budget of its operating expenses through January 31, 2022. The Debtor's present income level is historically low. The Apartments generated approximately $25,000 per month and at current rental rates, the expected future rental income is estimated at $32,000 per month. The reason for the current depressed income is that two arson fires occurred at the Apartments within the last two years. Presently, as a result of fire damage to some units and the electrical system, only 7 of the 32 apartment units are able to be rented. The eligible units are fully rented, and as additional apartments become available for occupancy, the Debtor projects swift rental with historically high rates. In connection with the Debtor's pre-petition efforts to refinance the Apartments, a prospective lender ordered and provided to the Debtor an MAI appraisal of the Property as of April 2021. That appraisal reflects an "as-is" value for the Apartments of $2,800,000, and a stabilized value of $3,700,000 after completion of the repairs necessary to return all units to rentable condition. The Debtor is working towards gaining, permitting and commencing work to complete the repairs and estimates a six-month time horizon to do so. Maintaining the Apartments that are on-line is key to continuing the process of rehabilitating the project, and thus use of cash collateral rents is crucial to the Debtor's success. Haymarket Insurance Company, a Nebraska insurance company, is the holder of a secured promissory note under which the Debtor is the obligor and pursuant to which the Debtor has granted Haymarket a senior security interest in and to the Apartments. Haymarket claims an interest in all rents and revenues generated by the Apartments as its cash collateral. The Debtor purchased the property for $2,200,000, financing $1,800,000 through Haymarket. The Debtor injected equity of $400,000 plus closing costs, and has invested approximately $150,000 into maintenance and rehab, plus $225,000 payments. Haymarket currently claims the Debtor's obligation to be approximately $2,012,000 under the terms of the Haymarket Loan. Although the Debtor ceased making regular payments to Haymarket in 2020, the Debtor has paid Haymarket $225,000 over the last approximate 12 months in "forbearance payments" to forestall a trustee's sale originally noticed by Haymarket for December 18, 2020. Haymarket has left those funds with its loan servicer in a suspense account, which funds are additional collateral for the Haymarket loan. The Debtor asserts that Haymarket's alleged interests in the Cash Collateral will be adequately protected by the equity in the Apartments, the rents being generated and collected from the tenants at the Apartments, and by use of the rents to maintain the Apartments. The Debtor asserts that these facts demonstrate that Haymarket's interest in the Apartments is adequately protected as required for use of cash collateral: 1. The Apartments even in their as-is condition are of a value to provide an ample equity cushion of at least $700,000 (about 35% equity cushion) over the Haymarket lien; 2. There is no evidence that the Apartments are in any way declining in value postpetition (and thus periodic payments are not indicated); 3. Haymarket improved its position by $225,000 during the year leading up to this case by receiving additional cash of $225,000 as forbearance payments; 4. The Apartments are being preserved and Debtor will renovate and restore the Apartments to full use within a 6-month period; and 5. The Budget provides for use of the cash collateral that will benefit Haymarket through preservation of the operation of the Apartments. A copy of the motion is available at https://bit.ly/30YSLBP from PacerMonitor.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. Haymarket Insurance Company, as lender, is represented by Patrick F. Keery at Kerry McCue. PREFERRED READY-MIX: Taps Hoff Law Offices as Bankruptcy Counsel ---------------------------------------------------------------- Preferred Ready-Mix, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hoff Law Offices, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor regarding matters of bankruptcy law, the requirements of the Bankruptcy Code and Bankruptcy Rules relating to the administration of the case, and the operation of the Debtor's estate; (b) representing the Debtor in court proceedings and hearings involving matters of bankruptcy law; (c) assisting the Debtor in complying with the requirements of the Office of the U.S. trustee; (d) providing the Debtor with legal advice regarding its powers and duties in the continued operation of its business and management of property of the estate; (e) assisting the Debtor in the administration of the estate's assets and liabilities; (f) preparing legal documents; (g) assisting in the collection of all accounts receivable and other claims that the Debtor may have and resolve claims against the Debtor's estate; (h) providing advice, as counsel, concerning the claims of creditors and the prosecution or defense of all actions; and (i) preparing, negotiating, prosecuting, and seeking confirmation of a plan of reorganization. The firm's hourly rates are as follows: Jessica L. Hoff, Esq. $400 per hour Paralegal $175 per hour Secretarial $75 per hour Jessica Hoff, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jessica L. Hoff, Esq. Hoff Law Offices, P.C. 440 Louisiana St 850 Houston, TX 77002 Tel: (720) 739-3599 Email: jhoff@hofflawoffices.com About Preferred Ready-Mix Preferred Ready-Mix, LLC filed a petition for Chapter 11 protection (Bankr. S.D. Tex. Case No. 21-33369) on Oct. 14, 2021, listing as much as $1 million in both assets and liabilities. Lincoln M. Catchings, III, vice president, signed the petition. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Jessica L. Hoff, Esq., at Hoff Law Offices, P.C. as legal counsel. PRIME GLOBAL: Seeks to Hire Herron Hill as Bankruptcy Counsel ------------------------------------------------------------- Prime Global Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Herron Hill Law Group, LLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor concerning the operation of its business in compliance with Chapter 11 and orders of the court; (b) defending any causes of action on behalf of the Debtor; (c) preparing legal papers; (d) assisting in the formulation of a plan of reorganization and disclosure statement; and (e) providing all services of a legal nature in the field of bankruptcy law. The firm's hourly rates are as follows: Attorneys $475 per hour Paralegals $150 per hour Herron received a retainer of $23,456 for the filing fee and the firm's pre-bankruptcy fees. Kenneth Herron, Jr., 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: Kenneth D. Herron, Jr., Esq. Herron Hill Law Group, LLC 135 W. Central Blvd. Suite 480 Orlando, FL 32801 Tel: 407-648-0058 Email: chip@herronhilllaw.com About Prime Global Ormond Beach Fla.-based Prime Global Group, Inc. filed a petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-04689) on Oct. 15, 2021, listing up to $1 million in assets and up to $10 million in liabilities. Stephen Honczarenko, chief executive officer, signed the petition. The Debtor tapped Herron Hill Law Group, PLLC as legal counsel. PURDUE PHARMA: Says Plan Delay for Appeals Improper --------------------------------------------------- Vince Sullivan, writing for Law360, reports that Purdue Pharma LP is arguing that delaying the consummation of its Chapter 11 plan to allow appeals to be resolved first would needlessly delay the distribution of billions of dollars for opioid abatement efforts while there was no danger of prejudice to the appellants. In filings made late Friday, Oct. 22, 2021, in New York bankruptcy court, Purdue said motions from the Office of the U.S. Trustee and a handful of states seeking to stay the effective date of the company's confirmed plan are procedurally improper and would endanger Purdue's corporate survival. 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. RANCHO CIELO: Addresses Disclosure Objections --------------------------------------------- In connection with its motion for approval of its Disclosure Statement, Rancho Cielo Estates, Ltd., filed a response to the opposition filed by Rancho Santa Fe Fire District and anticipated comments from the County of San Diego and the Cielo Homeowners Association (the "HOA"). RCE points out that in so far as Rancho Santa Fe alleges that the Debtor scheduled a large claim that is not included in the attachment to the Disclosure Statement, this comment is well taken. But as has been discussed with all counsel contacting the Debtor's counsel, the Debtor is in the process of amending its bankruptcy schedules and shall remove the "$1,854,000 Stockpile Removal" because that amount was never owed by the Debtor but was based on an estimate that was merely received by the Debtor and that was never consummated into an agreement of any kind. The Debtor shall file its amended list of creditors prior to the hearing on the Disclosure Statement. The Debtor has been in discussions with the County (including regarding the issue raised by Rancho Santa Fe that APSA provides for a reduction of Suretec's bonds), County taxes and other issues, and the Debtor has been in discussions with the HOA regarding its concerns on several fronts, including regarding construction of the road known as Via Ambiente and certain parcels that are anticipated to be transferred to the HOA. Attorneys for Debtor: Jeffrey S. Shinbrot, Esq. JEFFREY S. SHINBROT, APLC 15260 Ventura Blvd., Suite 1200 Sherman Oaks, CA 91403 Tel: (310) 659-5444 Fax: (310) 878-8304 About Rancho Cielo Estates Rancho Cielo Estates, LTD, based in Gardena, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-12306) on Feb. 29, 2020. In the petition signed by Peter Fagrell, president, the Debtor disclosed $3,207,977 in assets and $142,576,987 in liabilities. The Hon. Sheri Bluebond oversees the case. Jeffrey S. Shinbrot, Esq., at Jeffrey S. Shinbrot, APLC, serves as bankruptcy counsel to the Debtor. RED RIVER WASTE: Wins Cash Collateral Access -------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, has authorized Red River Waste Solutions, LP to use cash collateral on an interim basis and provide adequate protection. The Debtor has an immediate need to use the Cash Collateral to, among other things, preserve and maintain the going concern value of the Debtor, absent which immediate and irreparable harm will result to the Debtor, its estate and creditors. Debtor Red River Waste Solutions, LP, as borrower, and non-debtor Red River Service Corporation, as guarantor, entered into a $5 million revolving facility and a $29.6 million term loan facility under a credit agreement, dated as of April 1, 2020, with MUFG Union Bank, N.A., as administrative and collateral agent, among others. The Prepetition Credit Agreement provides that the obligations arising thereunder are to be secured by first priority liens on assets of Debtor Red River Waste Solutions, LP and non-debtors Red River Waste Solutions GP, LLC and Red River Service Corporation, subject to customary exceptions and exclusions. The Debtor utilizes a corporate credit card in its ordinary course of business. This account is with Comerica Incorporated. The Debtor pays its balance in full on a weekly basis and this account is secured by approximately $105,000 held by Comerica Bank. MUFG as Prepetition Credit Agreement Administrative Agent has asserted that the obligations under the Prepetition Credit Agreement are secured in accordance with the terms of certain security documents, pursuant to which the obligors under the Revolving Facility and the obligors under the Term Loan Facility granted first priority pari passu liens on certain categories of their respective assets in each case located in certain jurisdictions and subject to the parameters set forth in the applicable Security Agreement, Trademark Security Agreement, Pledge Agreement and Credit Agreement among the parties. As of the Petition Date, the Prepetition Credit Agreement Administrative Agent assert that approximately $4.8 million and $26.3 million in aggregate principal amount was outstanding under the Revolving Facility and the Term Loan Facility, respectively. MUFG has asserted that pursuant to the terms of the Security Agreement, Pledge Agreement, Trademark Security Agreement, and Credit Agreement, each dated as of April 1, 2020, by and among Red River Waste Solutions, LP, Red River Service Corporation, and Union, and other security documents, the Debtor has granted security interests in certain of its assets in favor of Union Bank. The Debtor asserts that approximately $40,000 of cash in the Beginning Cash Balance may be subject to prepetition liens or security interests asserted by the Agents. The Debtor does not hold cash that is classified as "restricted cash." As adequate protection, the Prepetition Secured Parties are granted a valid, binding, continuing, enforceable, fully-perfected, non-avoidable first priority replacement lien on, and security interest in receivables generated from the use of Prepetition Collateral and a valid, binding, continuing, enforceable, fully-perfected, non-avoidable lien and security interest in the Debtor’s unencumbered vehicles, subject to the interests, rights, and lien of the DIP Lender. The Prepetition Secured Parties, only to the extent they are oversecured, will be entitled to accrue all unpaid postpetition interest, fees and costs due and payable under the Prepetition Credit Agreement, and any agreement with Comerica Bank related to the Debtor’s corporate credit cards, as applicable. The final hearing on the matter is scheduled for November 3, 2021 at 11 a.m. A copy of the order is available at https://bit.ly/3vJuMSn from PacerMonitor.com. About Red River Waste Solutions Red River Waste Solutions is a company that provides waste management services. It also offers solid waste and garbage pickup, recycling, industrial waste collection, disposal, and landfill management services. Red River Waste Solutions LP sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-42423) on Oct. 14, 2021. In its petition, Red River estimated assets of between $10 million and $50 million and estimated liabilities of between $50 million and $100 million. Marcus Alan Helt, Esq., at McDermott Will & Emery LLP, is the Debtor's counsel. ROBLOX CORP: S&P Assigns 'BB' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned a 'BB' issuer credit rating to online entertainment platform Roblox Corp. Additionally, S&P assigned a 'BB' issue-level rating and '3' recovery rating to the company's senior unsecured notes. The stable outlook reflects S&P's expectations that Roblox will continue to benefit from the tailwinds of the video game industry and that the company will maintain adjusted leverage below 2x on a sustained basis while generating significant cash flow even as it invests in growth. The video game space and the larger virtual social environment are expanding rapidly and Roblox is well positioned to benefit from this growth. Online entertainment has benefited from positive secular trends that accelerated during the COVID-19 pandemic, shifting more social interactions and consumer entertainment toward digital venues. Roblox has been a beneficiary of these trends and has experienced tremendous growth in users and engagement over the last two years. Roblox has seen its daily active users (DAU) more than double to over 42 million from 18 million since 2019. While S&P expects the pace of user and engagement growth to moderate as the effects of the pandemic wane and consumers spend less time at home as restrictions ease, S&P still expects good long-term growth prospects due to secular tailwinds. Roblox benefits from a highly diverse user base and its growing developer community that create content. Roblox's explosive growth over the past two years has been distributed across the globe as it has expanded the platform beyond the U.S. and English-speaking countries. As a result of this increased geographic diversity, U.S. and Europe-based DAU have decreased from about 65% of users in 2019 to about 55%, with engagement metrics following similar trends. The company relies on its independent developers to create content and experiences for the platform, giving them the tools and technology they need to quickly create content for the evolving user base. Unlike video game publishers that create games and monetize them through sales of the game, in-app purchases, and advertising, Roblox is primarily focused on developing and growing the underlying platform to enable developers to create the content and experiences that its users consume. Roblox monetizes its users as they spend Robux in the platform on the various games and experiences and shares the revenue with the developer community. The company now has more than 9.5 million cumulative developers and more than 24 million unique user-generated experiences that continue to grow at a rapid pace. The company has a large community of active developers, but its top 1,000 developers make up almost all the developer payments. Retaining and diversifying the base of large developers will be crucial to growing the platform and future success. Roblox is investing heavily in its developer community and creating strong incentives for developers to remain with the platform. This includes increasing developer monetization, handling customer support functions that allows developers to focus more time on content creation and building a robust game infrastructure that provides a safe environment for its younger users. The company has also begun working with developers to diversify its content away from solely video games by hosting live events such as release parties and concerts. Although a very small portion of the business, the platform is also creating more educational tools that allows users to learn in an individual capacity or in tandem with educators. The age demographics of Roblox's core users presents elevated social risk for the company compared with other video game companies. Roblox has historically skewed to a younger user base with users under the age of 13 being the core demographic using the platform. This has moderated somewhat over time as early users have aged and Roblox tries to attract users over the age of 13. In 2019, about 60% of DAU were under 13, in 2021 that is now about 50%. The focus on a younger demographic creates elevated social risk compared with other video game and social media peers as society is more sensitive to digital exposure and safety for children. While this risk is ever-present for Roblox, it has ensured a safe environment by limiting interactions between users to highly monitored text chat, monitoring the type of content that makes it onto the platform, and directing users toward age-appropriate games and experiences through its search and discovery capabilities. However, as the company looks to grow its over 13 user base it will likely need to add more content that entices an older demographic while adding features that make the platform more socially interactive. S&P believes if the company wants to push into the larger social metaverse space, it will need to be able to safely add these functionalities to further broaden its age demographics, while maintaining a safe environment for the core pre-teen user base. S&P said, "We expect the company to maintain solid credit metrics even as it invests more heavily in growing the platform. Pro forma for the debt issuance, Roblox will have a net cash position of $1.8 billion and 0x S&P Global Ratings'-adjusted leverage. Roblox has also generated very strong operating metrics as it has experienced robust growth with gross bookings almost tripling over the past two years to about $2.5 billion and free operating cash flow (FOCF) of more than $300 million on a trailing-12-month (TTM) basis. However, as the company focuses on growing the platform, we expect it to increase investments in the developer community, platform infrastructure and on safety and monitoring as it transitions to a broader age range of users. Additionally, we expect growth to moderate in 2022 as the benefits from the pandemic ease. We forecast a mid-teens bookings growth rate for 2022 and that margins and cash flow will contract modestly as the company invests heavily in future growth. We view this increased investment as prudent as large competitors are investing heavily in creating metaverse platforms that will compete vigorously for the time and attention of users. While Roblox has a good position currently, the industry is still very nascent and the competitive landscape can change, which makes it necessary for Roblox to continue investing heavily in maintaining and growing its platform. "The stable outlook reflects our expectations that Roblox will continue to benefit from the tailwinds of the video game industry and that the company will maintain adjusted leverage below 2x on a sustained basis while generating significant cash flow even as it invests in growth." S&P could lower its rating on Roblox in either of the following scenarios: -- The company experiences stagnating growth due to more intense competition or an inability to broaden its user base beyond its core pre-teen demographic. -- The company adopts a more aggressive financial policy with respect to acquisitions that results in adjusted leverage rising above 2x. S&P could raise the rating if Roblox: -- Successfully grows and meaningfully diversifies its user base beyond its pre-teen core demographic; and -- Operates with a track record of financial prudence and discipline as it invests in growth. ROYAL ALICE: Owner Hoffman Says Midway Hiked Offer to $5.5M ----------------------------------------------------------- Susan Hoffman, sole equity holder of debtor Royal Alice Properties LLC, and party in interest, Royal Street Bistro LLC ("RSB"), filed this Amendment No. 1 to their Disclosure Statement for their Chapter 11 Plan for the Debtor. This Amendment provides disclosure that Midway Investments LLC ("Real Estate Purchaser") (a) increases its offer to acquire the Royal Street Properties from $5,230,000 to $5,500,000 and (b) provides proof of funds to support this offer in the form of a letter sent to the owner of AMAG, Inc. ("AMAG") attached as Exhibit 1. In the Reply Memorandum, counsel for the Trustee stated that the offer of the Real Estate Purchaser in the Disclosure Statement was a "mirage proposal" and an "attempt to fool the Court into chasing bait." Mrs. Hoffman and RSB hereby contravene this offensive mischaracterization of the Real Estate Purchaser and of its offer to acquire the Royal Street Property. The Real Estate Purchaser has stated in writing to AMAG that it is prepared to complete the Real Estate Sale as defined in the RSB Plan, has cash resources on hand for the down payment and a loan commitment for the balance due as Sales Proceeds as defined in the Disclosure Statement. The Trustee has no evidence to the contrary. Attorneys for Susan Hoffman: Carlos A. Zelaya II MUMPHREY ZELAYA LAW FIRM 2118 Pakenham Drive Chalmette, LA 70043 Telephone: (504) 277-8989 Facsimile: (504) 278-2329 E-mail: carlos@mzfirm.law Attorney for Royal Street Bistro LLC: Frederick L. Bunol THE DERBES LAW FIRM, LLC 3027 Ridgedale Dr. Metairie, LA 70002 Tel: 504-837-1230 Fax: 504-832-0327 E-mail: FBunol@derbeslaw.com A copy of the Disclosure Statement dated October 20, 2021, is available at https://bit.ly/3jmQBSv from PacerMonitor.com. About Royal Alice Properties Royal Alice Properties, LLC, owns, manages and rents the building and real estate located on the 900 block of Royal Street in the French Quarter, New Orleans, Louisiana. The condominium units are located at 906, 910-12 Royal St. New Orleans, LA 70116. Royal Alice Properties sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 19-12337) on Aug. 29, 2019. In the petition signed by Susan Hoffman, member/manager, the Debtor was estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Meredith S. Grabill. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, represents the Debtor. Dwayne M. Murray has been appointed as Chapter 11 Trustee. He has retained Louis M. Phillips, Esq., at Kelly Hart & Pitre as counsel. SEA OAKS COUNTRY: Court Approves Disclosure Statement ----------------------------------------------------- Judge Christine M. Gravelle has entered an order approving the Disclosure Statement of Sea Oaks Country Club LLC. Dec. 7, 2021 at 2:00 pm is fixed as the date and time for the hearing on confirmation of the plan. Written acceptances, rejections or objections to the plan shall be filed with the attorney for the plan proponent not less than 7 days before the hearing on confirmation of the plan. Within 14 days after entry of this order, copies of this order, the approved disclosure statement and the plan, together with a ballot conforming to Official Form 14, shall be mailed by the plan proponent to all creditors. About Sea Oaks Country Club Sea Oaks Golf Club LLC is a golf resort that offers 18 hole semi-private golf course that is open to the public, Golf Shop, Restaurant & Grill Room. Sea Oaks Country Club LLC manages the golf course and leases the property from Sea Oaks Golf Club. Sea Oaks Country Club and Sea Oaks Golf Club sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 20-17229) on June 3, 2020. Sea Oaks Country Club disclosed $344,900 in assets and $12.92 million in liabilities. Sea Oaks Golf Club reported assets of about $5.3 million in a Chapter 11 filing. Joseph Mezzina, managing member of J & J Partnership, signed the petitions. Timothy P. Neumann of Broege Neumann Fischer & Shaver, LLC, serves as counsel to the Debtors. SENSATIONAL DESSERTS: Updates Paris Produce Claims Pay; Amends Plan ------------------------------------------------------------------- Sensational Desserts, L.L.C., submitted a Second Modified Small Business Plan of Reorganization dated October 21, 2021. The Second Modified Plan discusses the claim of Paris Produce Company, Inc. with an undisputed prepetition claim of $4,026. Per the parties' agreement, Paris Produce Company will be paid in full over the life of the Plan on its prepetition claim of $4,026.05 as a prepetition PACA Claim. Debtor shall pay to Paris $4,026 as a Priority Claim to be paid in full over the term of the plan on a monthly basis in full and final satisfaction of Paris' Pre-Petition PACA Claim. Paris' Post-Petition PACA Claim is allowed. The Debtor shall pay to Paris $4,917 within 30 days of the date of the Consent Order agreed to by the Debtor and Paris Produce in full and final satisfaction of Paris' Post-Petition PACA Claim. Class B consists of the priority unsecured claim of the State of New Jersey Div. of Taxation of claims in the amount of $86,599 plus interest. This class shall be paid an annual payment of $17,320 for 60 months with $86,599 plus interest total payment. All tax claims being paid in the plan shall include statutory interest due the State of New Jersey. On the date of this filing, the interest rate assessed on tax balances for 2021 is 6.25%. Class B also consists of the priority unsecured claim of the State of New Jersey Dept. of Labor, Div. of Employee accounts with total amount of $5,010. This class shall be paid an annual payment of $1,002 for 60 months with $5,010 plus interest total payment. Like in the prior iteration of the Plan, Class 2 consists of General Unsecured Claims have $627,635 total amount of claims. This Class shall receive an annual payment of $31,382 in 60 months. This Class will receive a total distribution of $156,909 or 25% of their allowed claims. The Plan will be funded through future revenues of the two restaurants. Also, Debtor's principal is prepared to make a capital contribution to ensure that Debtor has a minimum of $50,000 in cash on hand as of the Effective Date. A full-text copy of the Second Modified Plan of Reorganization dated Oct. 21, 2021, is available at https://bit.ly/3Gna5R3 from PacerMonitor.com at no charge. Attorneys for Debtor: LAW OFFICE OF ANDREW L. MILLER 1550 New Road, Suite A Northfield, NJ 08225 Tel: (609) 645-1599 Fax: (609) 645-7554 Andrew L. Miller, Esq. E-mail: andrewmiller@almlaw.com About Sensational Desserts Sensational Desserts, L.L.C., doing business as Johnny's Café d/b/a Shucker's Bar & Grille, owns a Plenary Retail Consumption License (Liquor License) valued at $200,000. Sensational Desserts filed a Chapter 11 petition (Bankr. D.N.J. Case No. 21-14375) on May 26, 2021. In the petition signed by Giovanna Liccio, president, the Debtor disclosed up to $200,000 in assets and up to $3,040,000 in liabilities. Andrew L. Miller, Esq., of LAW OFFICES OF ANDREW L. MILLER, is the Debtor's counsel. SPHERATURE INVESTMENTS: Wins Cash Collateral Access Thru Nov 2 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas has authorized Spherature Investments LLC and its debtor-affiliates to use the cash collateral of its lender, pursuant to the budget, provided that the budget is only approved through the earlier of the Budget Period and the Interim Termination Date. The Debtors are authorized to use the Lender's Cash Collateral to fund working capital, operating expenses, fixed charges, payroll, administrative expenses of the Debtors' Chapter 11 cases, and all other general corporate purposes arising in the Debtors' ordinary course of business as shown on and limited to the Budget. The Debtors' authority to use the cash collateral will commence on the Petition Date and expire at 11:59 p.m. (CST) on November 2, 2021. As reported by the Troubled Company Reporter, Montgomery Capital Advisers, LLC serves as collateral agent on behalf of secured parties and asserts a claim of at least $5,500,101 in aggregate principal amount against the Debtors. As adequate protection, the Debtors shall pay the Lender $73,335 for accrued interest at the non-default rate, no later than the first business day of each month during the budget period. The Debtors will also pay all fees and expenses payable to the Lender under the loan documents, including reasonable attorney's fees and expenses and any other professional fees and expenses incurred on or after the Petition Date. In addition, the Lender is granted replacement liens and security interests in all assets acquired by the Debtors postpetition that are of the same kind and character that the Lender held a perfected lien against as of the Petition Date. The Lender, subject to the carve-out, will also be entitled to an allowed superpriority administrative expense claim. The Carve-Out means (i) fees pursuant to 28 U.S.C. section 1930(a)(6), if any; (ii) fees payable to the clerk of the Bankruptcy Court and any agent thereof; and (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all allowed, unpaid fees and expenses incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code and the Creditors' Committee pursuant to section 328 or 1103 of the Bankruptcy Code. The Court will convene a further hearing on the matter on October 29 at 9:45 a.m. (CT). A copy of the tenth interim order and the budget is available for free at https://bit.ly/3GiBymK from claims agent, Stretto. The budget provided for total expenses, on a weekly basis, as follows: $591,203 for the week from Oct. 11 - Oct 17, 2021; $773,172 for the week from Oct 18 - Oct. 24, 2021; $346,899 for the week from Oct. 25 - Oct. 31 2021; $284,135 for the week from Nov. 1 - Nov. 2, 2021; and $804,747 for the week from Oct. 18 - Oct. 24, 2021. About Spherature Investments WorldVentures Marketing, LLC -- http://worldventures.com/-- sells travel and lifestyle community memberships providing a diverse set of products and experiences. The company's goal is to help Independent Representatives, DreamTrips Members and employees achieve more fun, freedom and fulfillment in their lives. Through its direct sales model, WorldVentures helps its worldwide base of Independent Representatives earn part-time or full-time income. Plano, Texas-based Spherature Investments LLC and its affiliates, including WorldVentures Marketing, LLC, sought Chapter 11 protection (Bankr. E.D. Tex. Lead Case No. 20 42492) on Dec. 21, 2020. At the time of the filing, Spherature Investments had between $50 million and $100 million in both assets and liabilities. The Hon. Brenda T. Rhoades is the case judge. The Debtors tapped McDermott Will & Emery, LLP as their legal counsel and Larx Advisors, Inc., as their restructuring advisor. Erik Toth, a partner at Larx Advisors, serves as the Debtors' chief restructuring officer. Stretto is the claims agent. The U.S. Trustee for Region 6 appointed an official unsecured creditors' committee on Jan. 22, 2021. The committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel and GlassRatner Advisory & Capital Group, LLC as its financial advisor. SUMAK KAWSAY: Seeks to Hire Wisdom Professional as Accountant ------------------------------------------------------------- Sumak Kawsay, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Wisdom Professional Services Inc. to prepare its monthly operating reports. Michael Shtarkman, the firm's certified public accountant who will be providing the services, will be paid at an hourly rate of $225. Mr. Shtarkman disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Shtarkman, CPA Wisdom Professional Services Inc. 626 Sheepshead Bay Rd Ste 640 Brooklyn, NY 11224 Tel: (718) 554-6672 Email: michael@shtarkmancpa.com About Sumak Kawsay Sumak Kawsay, LLC filed a petition for Chapter 11 protection (Bankr. S.D. N.Y. Case No. 21-11531) on Aug 30, 2021, listing as much as $500,000 in both assets and liabilities. Victor H. Salazar, president, signed the petition. Judge David S. Jones oversees the case. The Debtor tapped the Law Offices Of Alla Kachan, P.C as legal counsel and Wisdom Professional Services Inc. as accountant. SUMAK KAWSAY: Taps Law Offices of Alla Kachan as Legal Counsel -------------------------------------------------------------- Sumak Kawsay, LLC seeks approval from the U.S. Bankruptcy Court for the Southern 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 such steps as may be necessary for the Debtor to marshal and protect the estate's assets; (e) negotiating with creditors in formulating a plan of reorganization for the Debtor; (f) drafting and prosecuting the Debtor's plan of reorganization; (g) other necessary legal services. The firm's hourly rates are as follows: Attorney $475 per hour Clerks and paraprofessionals $250 per hour Alla Kachan, Esq., 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 Email: alla@kachanlaw.com About Sumak Kawsay Sumak Kawsay, LLC filed a petition for Chapter 11 protection (Bankr. S.D. N.Y. Case No. 21-11531) on Aug 30, 2021, listing as much as $500,000 in both assets and liabilities. Victor H. Salazar, president, signed the petition. Judge David S. Jones oversees the case. The Debtor tapped the Law Offices Of Alla Kachan, P.C as legal counsel and Wisdom Professional Services Inc. as accountant. THAI STK: Wins Cash Collateral Access ------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, has authorized Thai Stk, Inc. d/b/a Thai Stick Restaurant, to use cash collateral generated from the estate's monthly income on an interim and final basis in accordance with the budget. The budget provided for $52,500 in total income and $50,503.51 in total expenses. In the event any lienholder asserting a cash collateral interest appears to object to the Debtor's proposed budget, the lienholder(s) may file and serve any objection and notice of hearing to re-consider the Debtor's proposed budget on 14 days' notice. Absent entry of an order sustaining an objection, the Debtor's Use of Cash Collateral will be effective through the date of plan confirmation and/or case conversion. A copy of the order is available at https://bit.ly/3jyq4C9 from PacerMonitor.com. About Thai STK Inc. Thai Stk, Inc. operates a restaurant at the leasehold address 301 El Camino Real, Millbrae, California, 94030. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Calif. Case No. 21-30613) on Aug. 31, 2021, disclosing up to $50,000 in assets and up to $500,000 in liabilities. Judge William J. Lafferty oversees the case. The Debtor is represented by Belvedere Legal, PC. TRICORBRAUN HOLDINGS: $150MM Add-on No Impact on Moody's B3 CFR --------------------------------------------------------------- Moody's Investors Service said that TricorBraun Holdings, Inc. B3 Corporate Family Rating and B3-PD Probability of Default are not affected by the proposed $150 million add-on to the company's first lien term loan, which is rated B2. The $150 million add-on is fungible with the existing $1.3 billion term loan. Proceeds will be directed toward repayment of ABL borrowings used to fund bolt-on acquisitions and put cash on the balance sheet. The outlook is stable. TricorBraun's B3 CFR reflects high leverage. Moody's projects pro forma adjusted debt-to-LTM June 30 EBITDA of 7.3x before declining to 6.5x at year end 2022 through organic growth and application of free cash toward debt reduction. Moody's acknowledges the increase in leverage from the debt funded bolt-on acquisitions and subsequent delevering, which is consistent with TricorBraun's growth through acquisition strategy. The stable outlook reflects the expectation TricorBraun will efficiently integrate acquisitions and reduce debt through EBITDA improvement and absolute debt reduction. Based in St. Louis, Missouri, TricorBraun Holdings, Inc. is a distributor of rigid packaging, with capabilities in package design and engineering, logistics, and international sourcing. TricorBraun is a portfolio company of Ares Management and Ontario Teachers Pension Plan. TSM DEVELOPMENT: Seeks to Hire Spencer Fane as Legal Counsel ------------------------------------------------------------ TSM Development, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Spencer Fane, LLP to serve as legal counsel in its Chapter 11 case. The firm's standard rates range from $425 to $750 per hour for partners, $200 to $650 per hour for of counsel, $280 to $430 per hour for associates, and $75 to $320 per hour for legal assistants and paralegals. In addition, the firm will seek reimbursement for expenses incurred. Spencer Fane received a retainer in the amount of $40,000 and Gerrit Pronske, Esq., a partner at Spencer Fane, 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: Gerrit M. Pronske, Esq. Spencer Fane, LLP 5700 Granite Parkway, Suite 650 Plano, TX 75024 Tel: 972-324-0300/972-324-0369 Fax: 972-324-0301 Email: gronske@spencerfane.com About TSM Development LLC Grand Prairie, Texas-based TSM Development, LLC filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Texas Case No. 21-31699) on Sept. 23, 2021,listing up to $100,000 in assets and up to $10 million in liabilities. Kun W. Yu, member of TSM, signed the petition. Judge Stacey G. Jernigan oversees the case. Gerrit M. Pronske, Esq., at Spencer Fane, LLP, represents the Debtor as legal counsel. U.S. GLOVE: Unsecured Creditors to be Paid in Full in Plan ---------------------------------------------------------- U.S. Glove, Inc., filed with the U.S. Bankruptcy Court for the District of New Mexico a Modified Plan of Reorganization. The Debtor is a New Mexico Corporation with its principal place of business located at 6801 Washington Street NE, Albuquerque, New Mexico. The Debtor manufactures gymnastics and cheerleading hand and wrist support products, as well as other ancillary products, including wristbands, chalk, athletic tape, and grip brushes designed to enhance athletic performance. The Debtor has alleged secured debt that totals $2.4 million and unsecured debt that totals approximately $1.4 million. The fair market value of the Debtor's total property in a liquidation scenario is approximately $280,631, which includes the FMV of the Debtor's machinery, equipment, office furniture, and other intangibles in the amount of approximately $14,175; inventory, including raw materials and finished goods is approximately $37,294; cash totaling $70,379; and an estimated $158,783 in accounts receivable. Therefore, in a hypothetical liquidation scenario, the Debtor's assets would only pay approximately 11.5% of outstanding secured debt, with no distribution to any unsecured claimholder. The Plan provides that the SBA shall have a secured claim of $ 149,143.06 (fully amortized over 30 years. Jacobs' total claims shall be paid through cash payments from the Debtor and Reorganized Debtor totaling $1,500,000. General Unsecured Claims shall be paid in full on or before the Effective Date and shall be unimpaired and not entitled to vote. The Plan reflects an agreement between the Debtor and its largest creditor, Jacobs, such that the Plan may be confirmed consensually under 11 U.S.C. § 1191(a). The Debtor is confident that it can fund the proposed Plan with its cash balance and cash flows from its continued operations. The Debtor's Projections show available cash flow to fund the Plan payments through 2025. The Projections represent the Debtor's best estimates based on the Debtor's reasonable expectations of economic improvement and growth within the industries that utilize its products in a post-pandemic world. Class 1 consists of the Allowed Secured Claim of the SBA EIDL Claim. The Allowed Secured Claim of the SBA pursuant to the EIDL is deemed to be $149,143.06, less any amounts paid by the Debtor prior to the Effective Date. The SBA Allowed Secured Claim shall be paid in full by the Reorganized Debtor in equal monthly installments of principal with fixed interest at the rate of 3.75% per annum, amortized over 30 years with no prepayment penalties, pursuant to the terms stated in its PrePetition Loan Documents, as adjusted by the Plan. Class 2 consists of Allowed Jacobs Claims. The Jacobs Claims are impaired by the Plan, are entitled to vote, and pursuant to the Plan Support Agreement, shall vote in favor of the Plan. The Jacobs Prepetition Agreements are deemed to be terminated and the Jacobs Claims and MJJ Lease Claim shall be deemed satisfied and canceled in consideration for the treatment provided in the Plan. * Payment of the Settlement Amount. The Senior Note Claim, Junior Note Claim, and the Equity Claim shall be fully satisfied by Jacobs' receipt of the Settlement Amount, paid by the Debtor and the Reorganized Debtor as follows: -- A lump-sum payment of $750,000 on the Effective Date to be funded by the Debtor and Reorganized Debtor through the Shareholder Loan; -- Cash payments made pursuant to the Cash Collateral Order, and -- The balance of the Settlement Amount will be paid by the Reorganized Debtor pursuant to the Jacobs Note. The effective date of the Jacobs Note shall be the Effective Date of the Plan. The unpaid principal balance of the Jacobs Note will bear interest at the rate of 10% per annum. The Jacobs Note will be payable in equal monthly installments of principal and interest, due on the 10th day of each month, in an amount that will fully amortize the Jacobs Note over a period of eight and one-half years. * Jacobs' Remedies upon Default. Should there be an instance of default on the Jacobs Note, a written Notice of Default will be sent by Jacobs to the Reorganized Debtor and the Reorganized Shareholders, or their designated representative(s) with a period of not less than 30 days to cure such default. If such cure is not made timely, Jacobs may at his option and in his sole discretion elect one of the following two default remedies, as follows: -- Option A – Takeover of Shares. Jacobs may elect in writing to repay the initial lump-sum payment of $750,000 to the Escrow Agent in exchange for becoming the owner of 100% of the Shares. Written notice of such election shall be provided to the Escrow Agent and the Reorganized Shareholders within thirty days from the date of the written final Notice of Default. If such election is timely made, Jacobs shall pay the $750,000 to the Escrow Agent within 60 days after he provided the written final Notice of Default. After receipt of the $750,000 from Jacobs, the Escrow Agent will promptly disburse the amount necessary to pay the Shareholder Loan in full to the holder(s) of the note evidencing the Shareholder Loan, not to exceed $750,000. Upon the Escrow Agent's payment of such disbursement, (x) the Shareholder Loan will be deemed paid in full, even if more than $750,000 was owed on the Shareholder Loan, and no longer will be an obligation of the Reorganized Debtor; and (y) no attorneys' fees will remain owing by the Reorganized Debtor to Michael Best & Friedrich LLP or to Walker & Associates, P.C. In addition, after receipt of the $750,000 from Mr. Jacobs, the Escrow Agent will transfer 100% of the Shares to Jacobs; or alternatively, -- Option B – Collection on the Jacobs Note. Jacobs may elect to keep the lump-sum payment of $750,000, and all other payments made on account of the Jacobs Note. If Jacobs does not timely elect Option A of this section, he shall be deemed to have elected this Option B. Under Option B: Class 3 consists of Allowed Unsecured Claims. Allowed Unsecured Claims in Class 3 are unimpaired and shall be paid in full on or before the Effective Date. For the avoidance of doubt, the BofA Claims have been withdrawn and shall receive no payments from the Debtor or Reorganized Debtor; further, the Court previously disallowed certain Unsecured Claims by order filed as Docket No. 148 in the Case which shall receive no payments from the Debtor or Reorganized Debtor. Class 4 consists of Allowed Equity Interests. On the Effective Date, Jacobs' Equity Claim shall be discharged pursuant to the Plan, Jacobs shall transfer the Jacobs Shares to the Reorganized Shareholders, and Jacobs' equity interests in the Debtor and Reorganized Debtor shall be extinguished. The NonJacobs Shares shall be retained by the equity interest holders, who shall retain all rights they had as of the Petition Date. Cash necessary to fund payments shall be from the Debtor's normal business operations and cash on hand as of the Effective Date. A full-text copy of the Modified Plan of Reorganization dated October 21, 2021, is available at https://bit.ly/3Beav8v from PacerMonitor.com at no charge. Attorneys for the Debtor: Thomas D. Walker, Esq. Chris W. Pierce, Esq. Walker & Associates, PC 500 Marquette Ave NW, Suite 650 Albuquerque, NM 87102 Telephone: (505) 766-9272 Facsimile: (505) 766-9287 E-mail: twalker@walkerlawpc.com cpierce@walkerlawpc.com - and - MICHAEL BEST & FRIEDRICH LLP Justin M. Mertz, Esq. 790 N. Water Street, Suite 2500 Milwaukee, Wisconsin 53202 Phone: 414.225.4972 E-mail: jmmertz@michaelbest.com About U.S. Glove Inc. U.S. Glove, Inc. is a New Mexico Corporation with its headquarters located at 6801 Washington St. NE, Albuquerque, N.M. It manufactures hand and wrist support products for gymnastics and cheerleading, and a variety of other ancillary products, including wristbands, chalk, athletic tape, and grip brushes designed to enhance athletic performance. U.S. Glove sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.M. Case No. 21-10172) on Feb. 14, 2021. In the petition signed by Randolph Chalker, authorized person, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge David T. Thuma oversees the case. The Debtor tapped Michael Best & Friedrich LLP as its bankruptcy and general counsel and Walker & Associates, PC as its local counsel. U.S. TOBACCO: Nov. 9 Disclosure Statement Hearing Set ----------------------------------------------------- On Oct. 8, 2021, Debtor U.S. Tobacco Cooperative Inc. filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a Disclosure Statement. On October 21, 2021, Judge Joseph N. Callaway ordered that: * Nov. 9, 2021 at 10:00 a.m. at Room 208, 300 Fayetteville Street, Raleigh, NC 27601 is the hearing to consider approval of the Disclosure Statement. * Nov. 5, 2021 is fixed as the last day for filing and serving written objections to the Disclosure Statement. A copy of the order dated October 21, 2021, is available at https://bit.ly/3jDTtus from PacerMonitor.com at no charge. 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. USA GYMNASTICS: Further Fine-Tunes Plan Documents ------------------------------------------------- USA Gymnastics filed a Third Amended Chapter 11 Plan of Reorganization and Disclosure Statement dated Oct. 21, 2021, with the Debtor and the Additional Tort Claimants Committee of Sexual Abuse Survivors as Plan proponents. The Plan provides the means for settling and paying all Claims asserted against the Debtor. With respect to holders of General Unsecured Claims that do not elect treatment as General Unsecured Convenience Claims, such Claims will receive payments over three years in an amount equal to 80% percent of such Holder's Allowed Claim. With respect to Abuse Claims, the USOPC Claim, and the Class 8 Indemnification Claims, the Plan provides two alternatives: (a) the Full or Partial Settlement Alternative, and (b) the Litigation Only Alternative. Full or Partial Settlement Alternative: If the CGL Insurers' portion of the Total Settlement Demand Amount is committed by the Confirmation Hearing, or if the Debtor and the Survivors' Committee jointly elect to proceed with the Partial Settlement Option, the Plan provides for the creation of a Trust for the exclusive benefit of Abuse Claimants and Future Claimants. The Trust Assets will consist of the Net Settlement Payment by the Debtor, the Twistars Payment, and any other contributions by Participating Parties and Settling Insurer(s) and, if applicable and to the full extent allowed without impairment of any CGL Insurers' coverage obligations, the assignment of Insurance Claims, including Insurance Claims held by Settling Insurers and Participating Parties. Trust Assets will be used to fund Distributions to holders of Abuse Claims and holders of Future Claims. Under the Partial Settlement Option, Abuse Claimants whose Claims are covered by a Non-Settling Insurer's policy may elect to pursue litigation against the Debtor and any other defendant; provided, however, that any such Claims are subject to the terms of this Plan and that Claims against the Debtor or a Protected Party may recover only from a CGL Insurance Policy issued by a Non-Settling Insurer of the Debtor or a CGL Insurance Policy issued by a Non Settling Insurer of a Protected Party. A Future Claims Reserve will be established for the payment of any Future Claims and any amounts remaining in the Future Claims Reserve will revert to the Trust's general funds for use and Distribution as set forth in the Trust Agreement after five years. Distributions and reserves from the Trust to Abuse Claimants and Future Claimants will be determined by application of the Allocation Protocol and the Future Claimant Allocation Protocol, as the case may be. Sexual Abuse Claims filed after the Bar Date or not deemed to be filed by the Bar Date will not receive any Distribution from the Trust, but will be channeled to the Trust and subject to the Channeling Injunction. Litigation Only Alternative: If the CGL Insurers' portion of the Total Settlement Demand Amount is not committed by the Confirmation Hearing, and if the Debtor and the Survivors' Committee do not agree to proceed with the Partial Settlement Option, the Plan does not provide for the creation of a Trust or for a Future Claims Reserve. The Plan permits all Holders of Abuse Claims to prosecute their Claims against the Reorganized Debtor in name only in the courts where such Claims were pending before the Petition Date or the courts in which such Claims could have been brought. Holders of Abuse Claims may recover any judgments or awards against the Debtor only from the proceeds of any applicable insurance policies and shall not be entitled to recover from the Reorganized Debtor's Revested Assets or property acquired by the Reorganized Debtor after the Effective Date. The 105 Order will be vacated. The Plan will include no injunctions and releases for the benefit of Settling Insurers or Protected Parties. The Debtor will not enter into Buy-Back Agreements with any of the Debtor CGL Insurers and all of the Debtor's Insurance Policies shall remain in full force and effect. The Debtor will receive a discharge. Survivors' Committee's Offer to Resolve Abuse Claims Survivors' Committee's Offer to the CGL Insurance Carriers. Through the Plan, the Survivors' Committee offers to fully and finally resolve all Abuse Claims and the FCR Claim against the Debtor and its Related Persons, the USOPC and its Related Persons, the Karolyis and their Related Persons, the Settling Insurers, and the Non-Debtor CGL Settling Insurer Covered Persons. This is a compromise resolution of the contested Abuse Claims based upon a reasonable assessment of the risks and potential costs of continued litigation. The CGL Insurer Settlement Offer. The CGL Insurer Settlement Offer made to each CGL Insurer is an independent offer to compromise with that CGL Insurer for Claims potentially triggering such CGL Insurer's applicable CGL Insurance Policies and is contingent only upon: (i) the Holders of Class 6 Claims voting to accept the Plan; (ii) the acceptance of all CGL Insurer Settlement Offers by each and every CGL Insurer (for the avoidance of doubt, acceptance of the CGL Insurer Settlement Offers means, with respect to a CGL Insurer that also issued policies to the USOPC and/or the Karolyis, the acceptance of the total CGL Insurer Settlement Offer for each of those policies); and (iii) certain judicial determinations. Survivors' Committee's Agreement with Twistars. If the CGL Insurers' portion of the Total Settlement Demand Amount is committed by the Confirmation Hearing, or if the Debtor and the Survivors' Committee jointly elect to proceed with the Partial Settlement Option, the Plan also provides for the implementation of the Twistars Settlement and the contribution of the Twistars Payment to the Trust. Twistars, the Twistars Settling Insurers, and certain Holders of Class 6 Claims agreed to the Twistars Settlement conditioned upon the Twistars Settlement being implemented through a plan of reorganization for the Debtor that provided for a channeling injunction that protected Twistars and the Twistars Settling Insurers. The Debtor was not a party to the Twistars Settlement; however, the Debtor has agreed to implement the Twistars Settlement through the Plan. On the Effective Date, provided the entirety of the Total Settlement Demand Amount is funded or the Survivors' Committee and the Debtor have jointly elected the Partial Settlement Option, the Twistars Settling Insurers shall make the Twistars Payment to the Trust by wire transfer. As of the date of this Plan, only TIG Insurance Company has not accepted its CGL Insurer Settlement Offer and is a Non-Settling Insurer. The deadline for TIG Insurance Company to accept its CGL Insurer Settlement Offer is the date set for the Confirmation Hearing. If the Total Settlement Demand Amount is not fully committed, and if the Partial Settlement Option is not elected by the Debtor and the Survivors' Committee, the Plan proceeds under the Litigation Only Alternative. Debtor's Representations The Debtor supports the CGL Insurer Settlement Offers and has demanded that the Debtor CGL Insurers accept the CGL Insurer Settlement Offers. In support of the CGL Insurer Settlement Offers, the Debtor has agreed, assuming that the Total Settlement Demand Amount is committed or the Debtor and the Survivors' Committee jointly elect to proceed with the Partial Settlement Option, that on the Effective Date, each Debtor CGL Settling Insurer may buy-back its Debtor CGL Insurance Policies pursuant to the Buy-Back Agreement. The Debtor has agreed that it will obtain approval of such Buy-Back Agreements. The USOPC has agreed that on the Effective Date, it will provide the USOPC Release to each of the USOPC Settling Insurers (other than with respect to an Abuse Claim for which USOPC has not received a release from the Sexual Abuse Claimant) and the Karolyis have agreed that on the Effective Date they will provide the Karolyi Release to the Karolyi Settling Insurer. In addition to the other Persons receiving the benefit of the Plan's Channeling Injunction and other injunctions and releases, each Settling Insurer will receive the benefit of the Plan's Channeling Injunction and other injunctions and releases set forth in this Plan. The support of the Debtor, the USOPC, or the Karolyis for the CGL Insurer Settlement Offers, shall not be deemed to be an admission of liability of any sort by any Person, and may not be proffered as such in any forum. General Unsecured Claims will be paid from existing and future revenues of the Reorganized Debtor over time in accordance with the Plan. The Allowed Other Priority Claims, the PNC Bank Claim, the Sharp Claim, the PPP Loan Claim, and General Unsecured Convenience Claims are unimpaired under the Plan. Class 6 consists of the Holders of Abuse Claims against the Debtor. * Treatment of Class 6 under the Full or Partial Settlement Alternative. On the Effective Date of the Plan, the Trust shall assume all liability for and the Trust will pay all Class 6 Claims pursuant to the provisions of the Plan and the Trust Documents. No Holder of a Class 6 Claim shall be entitled to recover from the Reorganized Debtor's Revested Assets or property acquired by the Reorganized Debtor after the Effective Date of the Plan. The Plan shall not affect the liability of any other Person on, or the property of any other Person for, the Class 6 Claims, which liability shall continue unaffected by the terms of this Plan or the discharge granted to the Debtor, the Estate, or the Reorganized Debtor. * Treatment of Class 6 under the Litigation Only Alternative. The Plan permits the Holders of Abuse Claims to prosecute their Claims against the Reorganized Debtor in name only in the courts where such Claims were pending before the Petition Date or the courts in which such Claims could have been brought and to recover any judgments or awards exclusively from any applicable insurance policies, and not from the Reorganized Debtor's Revested Assets or property acquired by the Reorganized Debtor after the Effective Date. For the avoidance of doubt, only the proceeds of any applicable insurance policies will be available to satisfy Abuse Claims. The Debtor is not admitting liability for any such Claims. Class 10: Sexual Abuse Claims Filed After The Bar Date: * Treatment of Class 10 under the Full or Partial Settlement Alternative. Holders of Class 10 Claims may file a Claim with the Settlement Trustee to be deemed a Future Claimant and may recover from the Future Claimant Reserve, provided funds remain in such Future Claimant Reserve, only if the Settlement Trustee, in consultation with the FCR, determines that the Holder of such Claim has proven by a preponderance of the evidence that such Holder meets the definition of a Future Claimant and such Holder's Claim meets the definition of a Sexual Abuse Claim. * Treatment of Class 10 under the Litigation Only Alternative. The Plan permits the Holders of Class 10 Claims to prosecute their Claims against the Reorganized Debtor in name only in the courts where such Claims were pending before the Petition Date or the courts in which such Claims could have been brought, and to recover any judgments or awards exclusively from any applicable insurance policies, and not from the Reorganized Debtor's Revested Assets or property acquired by the Reorganized Debtor after the Effective Date. For the avoidance of doubt, only the proceeds of any applicable insurance policies will be available to satisfy Class 10 Claims. The Debtor is not admitting liability for any such Claims. Establishment of Trust On the Effective Date, the Trust shall be established in accordance with the Trust Documents. The Trust is intended to qualify as a Designated or Qualified Settlement Fund. The Debtor is the "transferor" within the meaning of Treasury Regulation Section 1.468B-1(d)(1). The Settlement Trustee shall be classified as the "administrator" within the meaning of Treasury Regulation Section 1.468B-2(k)(3). On the Effective Date, the Trust will assume liability for all Channeled Claims, which shall include Abuse Claims, the USOPC Claim to the extent that the USOPC is a Participating Party or a Partial Settlement Option Accepted Party, Indemnification Claims, the FCR Claim, and any Claim against a Protected Party arising from, in connection with, or related in any way to a Channeled Claim. The Trust will control the allocation of Trust Assets to Abuse Claimants and Future Claimants pursuant to the terms of the Allocation Protocol, the Future Claims Allocation Protocol, the Trust Agreement, the Plan, the Plan Documents and the Confirmation Order. The Settlement Trustee shall establish and maintain a reserve for Trust Expenses, which shall be paid pursuant to the terms of the Trust Agreement. The Trust shall be the applicable plan from which any Abuse Claimant and Future Claimant who might also be a Medicare Beneficiary receives payment on account of a Tort Claim. The Trust shall be established for the benefit of the Abuse Claimants and Future Claimants and will assume all liability for the Channeled Claims. The Trust will receive, liquidate, and distribute Trust Assets in accordance with this Plan and the Trust Documents. A full-text copy of the Third Amended Plan dated October 21, 2021, is available at https://bit.ly/2ZzW8hU OMNI Management Group, Inc., the claims agent. About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Robyn L. Moberly is the case judge. USAG tapped JENNER & BLOCK LLP as counsel; ALFERS GC CONSULTING, LLC and SCRAMBLE SYSTEMS, LLC, as business consulting services providers; and OMNI Management Group, Inc., as claims agent. USA GYMNASTICS: Okayed to Solicit Votes on $400M Plan ----------------------------------------------------- Vince Sullivan of Law360 reports that the national governing body for competitive gymnastics received approval Monday, October 25, 2021, from an Indiana bankruptcy judge to begin soliciting votes from creditors for its proposed Chapter 11 plan that will create a $400 million settlement fund for sexual abuse claimants. During a virtual hearing, U.S. Bankruptcy Judge Robyn L. Moberly said the absence of objections to the Chapter 11 disclosure statement and vote solicitations procedures made it an easy call to approve both, and she set aside two days for a December plan confirmation hearing. Debtor attorney Catherine L. Steege of Jenner & Block LLP laid out the proposed schedule. About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Robyn L. Moberly is the case judge. USAG tapped JENNER & BLOCK LLP as counsel; ALFERS GC CONSULTING, LLC and SCRAMBLE SYSTEMS, LLC, as business consulting services providers; and OMNI Management Group, Inc., as claims agent. VANDEVCO LIMITED: Seeks to Hire Cherry Bekaert as Accountant ------------------------------------------------------------ Vandevco Ltd. and Orland Ltd. seek approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Cherry Bekaert, LLP to prepare their annual compilations and tax returns. The firm's hourly rates are as follows: Gregory Sweeney, CPA $427.50 per hour Managers $307.50 per hour Staff $161.25 per hour Gregory Sweeney, the firm's accountant who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gregory Sweeney, CPA Cherry Bekaert LLP 401 E. Jackson Street, Suite 1200 Tampa, FL 33602 Phone: 813-251-1010 Fax: 813-251-9235 Email: gsweeney@cbh.com About Vandevco Limited and Orland Ltd. Vandevco Ltd. and Orland Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Lead Case No. 20-42710) on Dec. 6, 2020. At the time of the filing, Vandevco disclosed $31,601,920 in assets and $74,827,369 in liabilities while Orland disclosed $5,171,583 in assets and $62,193,017 in liabilities. Judge Mary Jo Heston oversees the cases. Joseph A. Field, Esq., at Field Jerger, LLP and McDonald Jacobs, P.C. serve as the Debtors' legal counsel and accountant, respectively. Cerner Middle East Limited, a party in interest, is represented by Holland & Knight, LLP. VYANT BIO: Names Dr. Robert Fremeau as Chief Scientific Officer --------------------------------------------------------------- Vyant Bio, Inc. has appointed Robert T. Fremeau Jr., Ph.D. as chief scientific officer. Dr. Fremeau is an experienced R&D leader with over two decades of drug discovery experience in academia and industry advancing next-gen drug development for severe neurological disorders. He is an accomplished scientist and biotech entrepreneur with an established history of scientific innovation and program leadership at the intersection of target validation, translation and clinical development. As a Scientific Director at Amgen Inc., he led and contributed to multiple teams that advanced small molecules into clinical trials against innovative targets across neurological indications. Throughout his academic career at Duke University and UCSF, Dr. Fremeau made seminal contributions to the first molecular and functional characterization of the receptors and transporters for the biogenic amine and amino acid neurotransmitters. Dr. Fremeau holds numerous patents and has authored over 65 peer-reviewed publications in prestigious scientific journals including Science, Nature, Neuron, PNAS, Journal of Medicinal Chemistry, and Journal of Neuroscience. "We are thrilled to have Dr. Fremeau join the Vyant Bio team," said Jay Roberts, president and CEO of Vyant Bio. "Dr. Fremeau's extensive experience with scientific research and drug discovery will be invaluable to us as we develop the preclinical and translational strategy for driving a portfolio of therapeutic candidates from early discovery to human proof-of-concept. We are looking forward to having Dr. Fremeau work across the Vyant Bio organization with colleagues and partners in translational biology, chemical sciences, and computational and data sciences to ensure that an innovative and rigorous multidisciplinary approach is taken. He will be instrumental in helping us to achieve our ultimate goal of building the company into a drug discovery engine that finds impactful medicines to address the needs of patients around the world." "I look forward to becoming part of the Vyant Bio team and actively participating in the further development of the Company's innovative and novel methods for determining drug efficacy and in initiating the discovery and development of new therapeutics to treat an array of neurology and oncology conditions," stated Dr. Fremeau. "What a privilege to lead the efforts to establish a world-leading scientific advisory board comprised of industry leaders in neurology, oncology and protein sciences, to help drive our therapeutic pipeline and corporate mission forward." About Vyant Bio Vyant Bio, Inc. (formerly known as Cancer Genetics, Inc.) is emerging as an advanced biotechnology drug discovery company. With capabilities in data, science (both biology and chemistry), engineering and regulatory, the Company is rapidly identifying small and large molecule therapeutics and derisking decision making through multiple in silico, in vitro and in vivo modalities. \ Vyant Bio reported a net loss of $8 million for the year ended Dec. 31, 2020, compared to a net loss of $6.71 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $65.40 million in total assets, $5.34 million in total liabilities, and $60.06 million in total stockholders' equity. W.R. GRACE: S&P Downgrades ICR to 'B' Then Withdraws Rating ----------------------------------------------------------- On Oct. 25, 2021, S&P Global Ratings lowered its issuer credit rating on W.R. Grace & Co. to 'B' from 'BB', following the company's acquisition by Standard Industries. S&P removed the rating from CreditWatch, where S&P placed it with negative implications on April 27, 2021. The outlook is stable. S&P said, "This is consistent with our ratings and outlook on rated parent W.R. Grace Holdings LLC (B/Stable/--). "Additionally, we lowered our ratings on the remaining portion of unsecured notes issued by W.R. Grace & Co.-Conn., which were not exchanged as part of the company's recent exchange offer, to 'CCC+' from 'BB-', and removed them from CreditWatch Negative. The recovery rating on this debt is '6.' "Subsequently, we withdrew our issuer credit rating on W.R. Grace & Co. in addition to our ratings on the negligible portion of remaining, unexchanged, unsecured notes. "Following the company's acquisition by Standard Industries, W.R. Grace & Co. is now a core wholly owned direct subsidiary of rated parent W.R. Grace Holdings LLC (B/Stable/--). As such, we no longer consider the ratings relevant to our ongoing analysis of W.R. Grace Holdings." WHITE STALLION: Court Okays $35-Mil. Coal Mines Sale ---------------------------------------------------- Rick Archer, writing for Law360, reports that a Delaware bankruptcy court judge on Monday, October 25, 2021, gave Indiana coal producer White Stallion Energy the go-ahead to accept a $35 million credit bid for nearly all its assets after hearing it had reached a global settlement with its creditors. At a virtual hearing, counsel for White Stallion told bankruptcy Judge Laurie Selber Silverstein it had resolved objections raised by environmental regulators to the sale of its mines to its secured creditors and had brokered a deal between its secured and unsecured creditors. White Stallion and 18 affiliates petitioned for Chapter 11 bankruptcy protections starting in December 2020. About White Stallion Energy White Stallion Energy, LLC, was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. It operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on Dec. 2, 2020. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. On Jan. 26, 2021, Eagle River Coal, LLC filed a voluntary Chapter 11 petition. Eagle River is seeking for its case to be jointly administered with the Initial Debtors' cases. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP, as local counsel, and FTI Consulting, Inc., as financial advisor. Prime Clerk LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' cases. The committee tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and Province LLC as financial advisor. Riverstone Credit Management, LLC, serves as DIP Agent. Its advisors are Bailey & Glasser LLP and Simpson Thacher & Bartlett LLP. WINDHAVEN NATIONAL: Receiver's Bid for Stay Relief Denied --------------------------------------------------------- Risk & Regulatory Consulting, LLC, as the Special Deputy Receiver of Windhaven National Insurance Company, filed a Motion for Relief from the Automatic Stay to Litigate Certain Disputes in the District Court of Travis County, Texas. Debtors Windhaven Underwriters, LLC, Windhaven Select, LLC, Windhaven Top Insurance Holdings LLC and Windhaven Insurance Services, LLC filed voluntary petitions for relief under Chapter 7 of the Bankruptcy Code on March 5, 2020, in the United States Bankruptcy Court for the District of Delaware. Debtors Clutch Analytics LLC, Whited and Sons LLC, Clutch Wholesale Insurance Agency LLC, Windhaven Claims Management, LLC, Windhaven National Holding Company, and The Hearth Insurance Group, LLC filed voluntary Chapter 7 petitions on March 18, 2020. Debtor Windhaven Insurance Holdings Corporation filed a voluntary Chapter 7 petition on April 3, 2020. Windhaven Services, LLC, entered into a Managing General Agent Agreement with Windhaven National Insurance Company, effective as of April 1, 2015, and WIS entered into a similar agreement with WNIC, effective as of July 1, 2018. A number of disputes between RCC and Jeoffrey L. Burtch, Chapter 7 Trustee, have arisen concerning these funds: (1) approximately $3,000,000 currently held in Premium Escrow Accounts nominally titled in the names of the MGAs, which they hold as trustees and fiduciaries, for the benefit of WNIC, (2) approximately $57,200 held in a refund account which Windhaven Services holds as a fiduciary for the benefit of certain of WNIC's policy holders, (3) an additional $338,923.27 belonging to WNIC that appears to have been inadvertently deposited into a premium escrow account of another insurance company (Old American Insurance Company), which funds are similarly held by the debtors as trustees and fiduciaries for the benefit of WNIC, and (4) more than $3,000,000 of payments by consumers for insurance policies issued by WNIC, held by a credit card processor in the name of one of the debtors, in a fiduciary capacity per the MGA Agreements. The Delaware Bankruptcy Court held a hearing on the Motion and took this matter under advisement. RRC seeks relief from the automatic stay claiming that the Bankruptcy Code is reverse preempted by the Texas Insurance Code, and even if it is not "cause" exists to lift the stay; further asserting, in the alternative, that the Bankruptcy Court should abstain from hearing the dispute. The Bankruptcy Court held that the Bankruptcy Code is not reverse preempted by the Texas Insurance Code, this dispute involves, at its base, a contract dispute which will determine the owner of the Disputed Funds. Furthermore, the Bankruptcy Court pointed out that RRC has not established cause for lifting the stay. Lastly, the Bankruptcy Court will not abstain from hearing the contract dispute. The Chapter 7 cases are WINDHAVEN TOP INSURANCE HOLDINGS, LLC, et al., Chapter 7, Debtors, Case No. 20-10524, (Jointly Administered)(Bankr. D. Del.). A full-text copy of the Opinion dated October 15, 2021, is available at https://tinyurl.com/28rk7wru from Leagle.com. Counsel for Risk & Regulatory Consulting, LLC: Lisa Bittle Tancredi, Esq. Gebhardt & Smith LLP 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Counsel to Atalaya Capital Management LLP, Atalaya Special Opportunities Fund VII LP, and Midtown Madison Management LLC: Eric D. Schwartz, Esq. Matthew B. Harvey, Esq. Paige N. Topper, Esq. Morris, Nichols, Arsht & Tunnell LLP 1201 N. Market St., 16th Floor Wilmington, DE 19899-1347 E-mail: eschwartz@morrisnichols.com mharvey@morrisnichols.com - and - Peter Ivanick, Esq. Alex M. Sher, Esq. Hogan Lovells US LLP 390 Madison Avenue New York, NY 10017 E-mail: peter.ivanick@hoganlovells.com Special Counsel to Jeoffrey L. Burtch, Chapter 7 Trustee: Mark E. Felger, Esq. Barry M. Klayman, Esq. Gregory F. Fischer, Esq. Cozen O'Connor 1201 North Market Street Wilmington, DE 19801 X-BUILT LLC: Seeks to Hire Ronald Roman as Auctioneer ----------------------------------------------------- X-Built, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Ronald Roman Auction Co. Ltd., a Canfield, Ohio-based auction firm, to sell its utility vehicle. The firm will get a commission of 10 percent of the gross sales price and will receive reimbursement for out-of-pocket expenses incurred. Ronald Roman of Ronald Roman Auction Co. disclosed in a court filing that his firm is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ronald Roman Ronald Roman Auction Co. Ltd 241 Dartmouth Drive Canfield, OH 44406 Phone: 3307273760 Email: ronaldlroman@gmail.com About X-Built LLC X-Built, LLC filed a petition for Chapter 11 protection (Bankr. N.D. Ohio Case No. 20-52045) on Nov. 12, 2020, listing as much as $500,000 in assets and liabilities. Judge Alan M. Koschik oversees the case. The Debtor tapped Aaron Ridenbaugh, Esq., at Gibson & Moran, LLC as its legal counsel. [*] FTI Study: Companies Not Prepared for Post-Bankruptcy Success ----------------------------------------------------------------- Companies have unique opportunities to shift their focus beyond capital structure fixes during bankruptcy and identify plans and strategies for building a stronger foundation for scalable, sustainable growth upon emerging from Chapter 11, according to a new study released on Oct. 26 by FTI Consulting, Inc. The report, Emerge to Grow: Market Insights and Playbook for Achieving Profitability and Sustainable Growth Post-Bankruptcy, surveyed 50 business leaders from large companies with recent experience going through Chapter 11 to gain quantifiable insights about the bankruptcy process. Those findings formed the basis of an FTI Consulting-defined Emergence Playbook to help companies develop company- and situation-specific strategies to address capital, cost, growth, technology and talent -- five transformational dimensions critical for post-bankruptcy success. The survey found that 72% of respondents believed their post-bankruptcy capital structure was at least somewhat burdensome, and nearly 1 in 4 considered it to be onerous or an inhibitor to growth. At the same time, only 12% of respondents said they aggressively addressed structural issues -- such as defining a new operating model -- that could better position them for transformational growth. Looking beyond the five core dimensions, nearly half of respondents (44%) did not feel they were able to meaningfully focus on other important business issues during the bankruptcy process, a fact that may limit their ability to thrive after emerging from bankruptcy. "The practical aspects of the bankruptcy process present limitations and challenges for a reorganizing company," said Omar Aguilar, a Senior Managing Director in the Corporate Finance & Restructuring segment and Co-Leader of the Enterprise Transformation practice at FTI Consulting. "The primary goal is to preserve enterprise value while providing a fair and equitable recovery for all stakeholders. However, the process sometimes limits companies from focusing on important operational and transformational aspects of life beyond bankruptcy. Our aim with this study and the Emergence Playbook is to help companies use a situation or company-specific framework to develop practical strategies to emerge positioned for sustainable growth instead of just survival." Most respondents believe that they were not fully prepared for post-bankruptcy success. According to the survey, in the top three dimensions, respondents were least likely to be substantially prepared for post-bankruptcy success on the dimension of technology (14%), followed by cost (22%) and talent (26%). Of the 134 Chapter 11 cases that confirmed or closed from January 2019 through May 2021, 88% of underlying companies successfully emerged from bankruptcy, according to FTI Consulting's analysis of bankruptcy data. Emergence planning can help provide companies such as those a path to sustainable growth. "Companies that undergo bankruptcy are taking the necessary and difficult steps to realign their businesses, and it is in every stakeholder's best interest for those companies to emerge as strong and as healthy as possible," said Robert Del Genio, a Senior Managing Director and Co-Leader of the New York Metro Region in the Corporate Finance & Restructuring segment at FTI Consulting. "There is no one-size-fits-all solution. Taking steps to address important operational aspects and showing a clear and compelling post-bankruptcy plan can help a company demonstrate to stakeholders that the emerging business will be stronger and capable of generating higher returns on capital." Visit FTI Consulting's website to read the full study and the Emergence Playbook. Demographics and methodology From the set of 358 bankruptcy filings between January 1, 2019, and May 31, 2021, with liabilities of USD$50 million or more, 50 companies participated in an in-depth survey conducted for FTI Consulting by Oxford Economics. Energy, retail and consumer, telecommunications and media, hospitality and leisure, and healthcare and pharmaceuticals comprised the top sectors and accounted for 78% of all bankruptcy filings in the survey respondent data and historical data. Among survey respondents, 84% held C-suite executive positions. In terms of company revenue, 35% had annual revenues of more than USD$1 billion, 34% had revenues of USD$500 million to USD$1 billion, and 32% had revenues between USD$200 million and USD$500 million. About FTI Consulting FTI Consulting, Inc. -- http://www.fticonsulting.com/-- is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional. With more than 6,400 employees located in 29 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges and make the most of opportunities. The Company generated $2.46 billion in revenues during fiscal year 2020. In certain jurisdictions, FTI Consulting's services are provided through distinct legal entities that are separately capitalized and independently managed. ********* 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 ***