/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/211111.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 11, 2021, Vol. 25, No. 314 Headlines 1 BIG RED: Taps Baker Sterchi Cowden and Rice as Special Counsel 17062 COMUNIDAD: Plan and Disclosures Deadline Extended to Nov. 15 500 W 184: Court Approves Disclosure Statement 500 W 184: Seeks to Employ Maltz Auctions as Co-Broker 7Four on Stone: Taps Keery McCue as New Bankruptcy Counsel A&E ADVENTURES: Wins Cash Collateral Access Thru April 2022 ABARTA OIL & GAS: Seeks Chapter 11 Bankruptcy Protection ADLI LAW: Case Summary & 20 Largest Unsecured Creditors AMERICAN PHYSICIAN: Moody's Assigns 'B3' CFR, Outlook Stable AMERICAN RESOURCE: Trustee Seeks to Hire Expert Consultant ANASTASIA INTERMEDIATE: Fitch Withdraws All Ratings ANTECO PHARMA: Unsecureds to be Paid in Full in Plan APP HOLDCO: S&P Assigns Preliminary 'B-' ICR, Outlook Negative ARCIS GOLF: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable BERGIO INTERNATIONAL: Incurs $1.45M Net Loss in Third Quarter BIZGISTICS INC: Taps Erik Johanson as Special Litigation Counsel BLUE JAY: Case Summary & 20 Largest Unsecured Creditors BLUE STAR: Closes $4 Million Public Stock Offering BLUEAVOCADO CO: Case Summary & 7 Unsecured Creditors BRIGHT HORIZONS: Moody's Rates New $1-Bil. First Lien Loans 'B1' BRIGHT HORIZONS: S&P Rates New $1BB Sr. Secured Term Loans 'BB-' BROWN INDUSTRIES: Printing Division Assets Set for Auction CALUMET PAINT: Seeks to Hire Burke as Bankruptcy Counsel CAMPAIGN MONITOR: Moody's Gives 'B2' CFR Amid Cheetah Digital Deal CHURCH OF THE DISCIPLES: Taps Meridian Law as Bankruptcy Counsel CIDAR GROUP: Case Summary & 14 Unsecured Creditors CINCINNATI TERRACE: Wants Feb. 3 Solicitation Exclusivity Extension CITCO ENTERPRISES: Taps Ringstad & Sanders as New Counsel CLAROS MORTGAGE: Moody's Affirms Ba3 CFR & Alters Outlook to Stable CONCORD INC: Seeks to Use $70,000 of Cash Collateral CONTINENTAL RESOURCES: S&P Rates New Senior Unsecured Notes 'BB+' DIOCESE OF WINONA-ROCHESTER: Court Approves Bankruptcy Plan EATERTAINMENT MILWAUKEE: Seeks to Hire Chief Restructuring Officer EVERBUILDING GROUP: Taps William Timothy Stone as CRO EXPRESS GRAIN: Wins Cash Collateral Access Thru Nov 30 FIRST CHICAGO: A.M. Best Hikes Fin. Strength Rating to B(Fair) GBT TECHNOLOGIES: Incurs $430K Net Loss in Third Quarter GEX MANAGEMENT: Hudgens CPA Replaces Slack & Co as Auditor GIRARDI & KEESE: Erika, GK Trustee Colluded in Shakedown, Firm Says GLOBAL BRANDS GROUP: Bermuda Court Orders Wind Down GOLDEN WEST: S&P Assigned 'B-' ICR, Outlook Stable GPSPRO LLC: Wins Final Cash Collateral Access GTT COMMUNICATIONS: 341(a) Meeting Set for Dec. 22 GULF COAST HEALTH: Seeks to Hire Ankura as Restructuring Advisor GULF COAST HEALTH: Seeks to Hire McDermott Will & Emery as Counsel GULF COAST HEALTH: Taps Epiq Corporate as Administrative Advisor HERTZ GLOBAL: Urges to Dismiss Wells Fargo's $272M Payoff Demand HERTZ GLOBAL: White & Case, Simpson Thacher Steer $1.3B Offering INDY RAIL: Seeks Cash Collateral Access INSPIREMD INC: Incurs $4.1 Million Net Loss in Third Quarter INTEGRATED GLOBAL: Has Cash Collateral Access Thru Jun 2022 INVO BIOSCIENCE: To Regain Full U.S. Commercialization Rights ISLAND EMPLOYEE: Taps Eaton Peabody as Special Corporate Counsel JOHNSON & JOHNSON: U.S. Judge to Rule on Request to Stop Talc Suits KONTOOR BRANDS: Moody's Rates Proposed Unsecured Notes 'Ba3' KONTOOR BRANDS: S&P Rates New $400MM Senior Unsecured Notes 'BB-' KORNBLUTH TEXAS: Taps CBRE Inc. as Real Estate Broker KPA HOLDINGS: Seeks to Hire Riggi Law Firm as Legal Counsel LECLAIRRYAN PLLC: Ex-CLO Seeks Shorter Obstruction Case Sentence LIMETREE BAY: Wants January 10 Plan Exclusivity Extension LSCS HOLDINGS: Moody's Rates New First Lien Loans 'B2' LSCS HOLDINGS: S&P Affirms 'B-' ICR, Outlook Stable MARRONE BIO: Receives Nasdaq Noncompliance Notice MEDASSETS SOFTWARE: Fitch Lowers LT IDRs to 'B-', Outlook Stable MEDASSETS SOFTWARE: Moody's Affirms B3 CFR Amid TransUnion Deal MEDASSETS SOFTWARE: S&P Affirms 'B-' ICR on TransUnion Acquisition MICROVISION INC: Office Lease With Redmond East Takes Effect MIDTOWN CAMPUS: Enters $104M Purchase Agreement with CASL Holdings MOUNTAIN PROVINCE: Appoints Mark Wall as President, CEO MY SIZE: Inks Cooperation Deal, Resolves Litigation With Custodian N.G. PURVIS: Seeks to Hire Consultants for Sow Farm Operations NET ELEMENT: ESOUSA to Exercise Purchase Warrants at Lower Price NEW CREATION: Voluntary Chapter 11 Case Summary NEWELL BRANDS: Moody's Affirms Ba1 CFR & Alters Outlook to Positive NORTHERN OIL: Plans to Offer $200M Additional 8.125% Senior Notes ONDAS HOLDINGS: May Issue 6M Shares Under 2021 Incentive Plan OPEN TEXT: Moody's Assigns Ba2 Rating to Proposed Senior Notes ORG GC MIDCO: Unsecured Creditors Unimpaired in Prepackaged Plan PATTERSON-UTI ENERGY: S&P Affirms 'BB+' Issuer Credit Rating PG&E CORP: Could Benefit from $1-Trillion U.S. Infrastructure Bill PING IDENTITY: S&P Cuts ICR to 'B-' On Debt Plans, Outlook Stable PIPELINE FOODS: Farmers Must Files Claims by Jan. 4, 2022 PORTERS NECK COUNTRY: Seeks to Hire David Pishko as Special Counsel PURDUE PHARMA: Won't Take Final Plan Steps Until Appeals Done RIOT BLOCKCHAIN: Increases COO's Annual Salary to $325,000 RIVER MILL: Seeks Interim Cash Collateral Access ROSCOE GUITARS: Wins Access to Cash Collateral Thru Dec 21 SALEM CONSUMER: Wins January 15 Exclusivity Extension SCHULDNER LLC: Seeks 4-Month Cash Access Thru Feb. 2022 SEADRILL LIMITED: Plan Exclusivity Extended Until Feb. 5 SEAFOOD JUNKIE: Has Deal on Cash Collateral Access SILGAN HOLDINGS: S&P Lowers Senior Notes Rating to 'BB-' STEVEN K. THOMAS: Taps Van Horn Law Group as Bankruptcy Counsel TELIGENT INC: Reaches Deal for $12-Mil. Bankruptcy Loan TRINITY INDUSTRIES: Fitch Affirms 'BB' LT IDR, Outlook Stable TRUE ENTERPRISE: Gets OK to Hire Gerard Schrementi as Accountant TTF HOLDINGS: Moody's Affirms B2 CFR Following $180MM Loan Add-on TTF HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B+' ICR UNIFIED SECURITY: Seeks Use of SBA's Cash Collateral URBAN ACADEMY: S&P Assigns 'BB+' Rating on 2021A-B Revenue Bonds US FOODS: Moody's Hikes CFR to B1 & Alters Outlook to Stable US FOODS: S&P Affirms 'BB-' ICR on Refinancing, Outlook Stable VALLEY FARM: Bid to Use Cash Collateral Denied VIASAT INC: S&P Places 'BB-' ICR on CreditWatch Negative VICTORY CAPITAL: S&P Alters Outlook to Stable, Affirms 'BB-' ICR WHISPER LAKE: Case Summary & 18 Unsecured Creditors WINDSOR GREEN: Tamid to Auction LLC Interests Nov. 30 WOODSTOCK LANDSCAPING: Wins Final OK on Cash Collateral Use [*] 43 Attorney-Generals Back Bankruptcy Forum Shopping Bill [*] Bankruptcies in Colorado Decreased 27% in October 2021 [*] Bankruptcy Filings in Hawaii Decreased 30.4% in October 2021 [*] Claims Trading Report - October 2021 [*] U.S. Federal Aid Curbed Bankruptcies Through COVID Pandemic [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1 BIG RED: Taps Baker Sterchi Cowden and Rice as Special Counsel ---------------------------------------------------------------- 1 Big Red, LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of Kansas to hire Baker Sterchi Cowden and Rice, LLC to represent it in various state law claims asserted in the Circuit Court of Jackson County, Mo. and potential adversary proceedings in the bankruptcy court. The firm's hourly rates are as follows: John A. Watt $300 per hour Megan Stumph-Turner $275 per hour Paralegal $125 per hour John Watt, 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: John A. Watt, Esq. Baker Sterchi Cowden and Rice, LLC 2400 Pershing Road, Suite 500 Kansas City, MO 64108-2533 Tel: 816-471-2121 Fax: 816-472-0288 Email: watt@bscr-law.com About 1 Big Red LLC 1 Big Red, LLC, a Kansas City, Mo.-based company engaged in activities related to real estate, filed a petition for Chapter 11 protection (Bankr. D. Kan. Case No. 21-20044) on Jan. 15, 2021, listing total assets at $2.5 million and $3,094,099 in liabilities. Judge Robert D. Berger oversees the case. The Debtor tapped Colin Gotham, Esq., at Evans & Mullinix, P.A., as bankruptcy counsel and Baker Sterchi Cowden and Rice, LLC as special counsel. 17062 COMUNIDAD: Plan and Disclosures Deadline Extended to Nov. 15 ------------------------------------------------------------------ 17062 Comunidad De Avila Trust has won court approval to extend its deadline to file a Plan and a Disclosure Statement. The deadline is extended to Nov. 15, 2021. The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of 17062 Comunidad De Avila Trust, according to court dockets. About 17062 Comunidad De Avila Trust 17062 Comunidad De Avila Trust filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-04130) on Aug. 6, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Judge Catherine Peek McEwen oversees the case. Jake C. Blanchard, Esq., at Blanchard Law, P.A., is the Debtor's legal counsel. 500 W 184: Court Approves Disclosure Statement ---------------------------------------------- Judge Michael E. Wiles has entered an order approving the Disclosure Statement explaining the Plan of 500 W 184 LLC. The Court will hold a hearing to consider confirmation of the Plan on Dec. 14, 2021 at 10:00 a.m., at the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004. All objections to confirmation of the Plan must be filed and served no later than Dec. 7, 2021 at 4:00 p.m. The ballots for accepting or rejecting the Plan must be received by counsel for the Plan Proponents by 5:00 p.m., prevailing Eastern time, on December 6, 2021. About 500 W 184 LLC 500 W 184 LLC is the owner of real property located at 500 West 184th Street, Bronx, New York 10467. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10392) on March 2, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Michael E. Wiles oversees the case. The Law Office of Warren R. Graham serves as the Debtor's legal counsel. 500 W 184: Seeks to Employ Maltz Auctions as Co-Broker ------------------------------------------------------ 500 W 184 LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Maltz Auctions, Inc. as auctioneer and co-broker of Marcus & Millichap in the sale of its real property located at 500 West 184th St., New York. The firm will be paid a commission of 2 percent of the purchase price of the property if it is sold, exchanged or conveyed to a third-party purchaser other than Amsterdam Mixed Use LLC, the Debtor's secured lender, or its affiliates, otherwise, the firm will be paid a sum equal to 0.75 percent of the purchase price. Richard Maltz, the firm's broker 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: Richard B. Maltz Maltz Auctions, Inc. 39 Windsor Place Central Islip, NY 11722 Tel.: 516.349.7022 Fax: 516.349.0105 Email: info@MaltzAuctions.com About 500 W 184 LLC Bronx, N.Y.-based 500 W 184, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10392) on March 2, 2021, listing as much as $10 million in both assets and liabilities. Elizabeth Chery, trustee, signed the petition. Judge Michael E. Wiles oversees the case. The Law Office of Warren R. Graham serves as the Debtor's legal counsel. 7Four on Stone: Taps Keery McCue as New Bankruptcy Counsel ---------------------------------------------------------- 7Four on Stone Apartments, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Keery McCue, PLLC to substitute for May, Potenza, Baran & Gillespie, PC. The firm's services include: a. preparing pleadings and applications and conducting examinations incidental to administration; b. advising the Debtor of its rights, duties and obligations under Chapter 11 of the Bankruptcy Code; c. advising the Debtor in the formulation and presentation of a Chapter 11 plan; and c. providing other necessary legal services. The firm's hourly rates range from $135 to $425. As disclosed in court filings, Keery McCue does not represent interests adverse to the Debtor or the bankruptcy estate. The firm can be reached through: Patrick F. Keery, Esq. Keery McCue, PLLC 6803 East Main St., Suite 1116 Scottsdale, AZ 85251 Phone: 480-900-3875 / (480) 478-0709 Fax: (480) 478-0787 About 7Four on Stone Apartments 7Four on Stone Apartments, LLC, a Scottsdale, Ariz.-based company engaged in activities related to real estate, filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 21-05717) on July 26, 2021, listing as much as $10 million in both assets and liabilities. Albert Brown, the Debtor's managing member, signed the petition. Judge Scott H. Gan oversees the case. Patrick F. Keery, Esq., at Keery McCue, PLLC and Craig Elggren, CPA serve as the Debtor's legal counsel and accountant, respectively. A&E ADVENTURES: Wins Cash Collateral Access Thru April 2022 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, has authorized A&E Adventures LLC to use cash collateral on a final basis through April 2022, in accordance with the budget, with a 10% variance. The Debtor has an immediate need to use cash collateral to successfully operate its business. To the extent required by Live Oak Banking Company, the Debtor admits, stipulates, and agrees that the principal amount owed to the Secured Lender is not less than $8,439,351 plus interest, costs and attorneys' fees and the liens and security interests the Debtor granted to the Secured Lender are valid, binding, perfected and enforceable first-priority liens on and security interests on the collateral. The Debtor admits, stipulates, and agrees that (i) the principal amount owed to the US Small Business Administration is not less than $500,000 plus interest, costs and attorneys' fees, (ii) the lien and security interest the Debtor granted to the SBA is a valid, binding, perfected and enforceable lien on and security interest on the collateral. These events constitute an "Event of Default:" a. The entry by the Court or any other court of an order vacating or modifying the Interim Order; b. The dismissal of the Debtor's bankruptcy case or the conversion of the case to a case under Chapter 7 of the Bankruptcy Code; c. The failure of the Debtor to make any payment under the Interim Order to the Secured Parties when due and such failure continues for 10 business days; d. The failure of the Debtor's to (i) observe or perform any of the material terms or material provisions contained herein and such failure continues for a period of 10 business days after notice to the Debtors' counsel with an opportunity to cure. e. The appointment of a trustee, receiver or examiner or other representative with expanded powers for the Debtor; f. The Debtor ceases operations of its present business as such existed on the Petition Date or takes any material action for the purpose of effecting the foregoing without the prior written consent of Secured Lender, except to the extent contemplated by the Budget; and g. The failure to comply with any material term of the Final Order. As adequate protection for the Debtor's use of cash collateral, the Secured Parties are granted valid, binding, continuing, enforceable, fully-perfected, non-avoidable first priority liens and/or replacement liens on, and security interest in, all of the collateral to the same extent that such liens and security interests existed pre-petition and subject to any valid, perfected, non-avoidable senior liens existing as of the Petition Date, and all post-petition assets of the Debtor of the same type and nature as the collateral and the proceeds thereof. The Secured Parties' liens granted pursuant to the terms of the Interim Order will be at all times subject and junior to all unpaid fees due to the Office of the United States Trustee pursuant to 28 U.S.C. section 1930; and all unpaid fees required to be paid to the Clerk of the Bankruptcy Court. The Debtor is authorized to pay fees due to the Office of the United States Trustee pursuant to 28 U.S.C. section 1930. A copy of the order is available at https://bit.ly/3BVlt33 from PacerMonitor.com. About A&E Adventures LLC A&E Adventures LLC, operating as GameTime, is a family entertainment destination with fun indoor amusements offering a full-service dining experience and full liquor sports bar in Miami, Fort Myers, Daytona, Ocoee, Tampa and Kissimmee where customers can play over 100 interactive games in the Mega Arcade. Customers can enjoy a delicious lunch or dinner and watch any game on over 60 HDTVs. GameTime can also host large gatherings with full banquet services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-19272) on September 24, 2021. In the petition signed by Michael Abecassis, managing member, the Debtor disclosed up to $50 million in both assets and liabilities. James C. Moon, Esq. at Meland Budwick, P.A. is the Debtor's counsel. Live Oak Banking Company, as secured lender, is represented by Schiller, Knapp, Lefkowitz & Hertzel, LLP. ABARTA OIL & GAS: Seeks Chapter 11 Bankruptcy Protection -------------------------------------------------------- Paul J. Gough, writing for Pittsburgh Business Times, reports that Abarta Oil & Gas Co. LLC, a Pittsburgh-based oil and gas drilling company, filed late Sunday, November 7, 2021, for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Western District of Pennsylvania. The company, also known as Abarta Energy and headquartered at 200 Alpha Drive in Pittsburgh, reported liabilities of $25.4 million and assets of $4.2 million. In court filings, Abarta Oil & Gas said it wants to sell its remaining oil and gas assets and wind down its business that stretches back to the late 1970s and included wells in Pennsylvania, West Virginia and Kentucky. It's asking the Bankruptcy Court's approval for the sale of its interest in a 1,722-acre natural gas field and gathering pipeline in Bradford County. Its parent company is Abarta Inc., to which it owes $10 million. By far the largest creditor is Dominion Field Services, a pipeline company based in Pittsburgh whose parent company is energy giant Dominion (NYSE: X). Abarta Oil & Gas owes $2.8 million as part of a settlement to Dominion made in 2016 when Abarta terminated a gas transmission agreement in Pennsylvania. It also owes $170,000 to another pipeline company, BHE Eastern Gas Transmission, from an agreement that wasn't picked up when Abarta Oil & Gas sold oil and gas assets in West Virginia. In a filing Monday, November 8, 2021, Abarata Oil & Gas said its trouble began in 2015 during an earlier period of natural gas commodity declines, which dragged on the company as well as what it termed in a filing as substantial debt. "(Its) obligation to Dominion under the Dominion Settlement, pushed the limits of the Debtor's ability to sustain the weight of its capital structure," CEO and President James A. Taylor said in a bankruptcy filing. Abarta Oil & Gas, which now has nine employees, posted a net operating loss of $4.8 million on $4.2 million in revenue in 2020 and a net loss of $800,000 on revenue of $3.3 million in the first nine months of 2021. Taylor said the sharp drop in oil and gas prices led the company to decide in 2019 to sell off its oil and gas properties "like many other similarly situated exploration and production companies." While it has sold $5.5 million in assets between then and now worth about $7.7 million in future plugging of old wells, efforts to sell its interest in the 1,722-acre gas field and gathering pipeline weren't successful even though there was a willing buyer. A hearing on the asset sale is set for Nov. 19 in U.S. Bankruptcy Court for the Western District of Pennsylvania. Abarta Oil & Gas was founded in 1977 and by the 1990s developed into a oil and natural gas production company, drilling using its own rig and having a hand in developing 200 horizontal wells in the Marcellus and Utica Shales. At one time, it owned 700 wells in Pennsylvania, West Virginia, Ohio, Texas and Kentucky. It also had at one time operated pipelines in many of those states, including Pennsylvania. Most of the assets have been sold since 2019, the company said in its filing. What's left for sale in the court-supervised process envisioned by Abarta Oil & Gas: * A 5.2% non-operating working interest in the natural gas field in Bradford County, which is located in Chaffee Corners. Abarta Oil & Gas doesn't own nor operate the gas field, whose operating partner is Repsol USA. * An interest in 362 oil and gas wells in Pennsylvania, Ohio and Louisiana and the future development rights of about 5,500 acres in the Marcellus and Utica shales in Pennsylvania and Ohio, and the Burket shale in Louisiana. * The real estate in Martha, Kentucky, where its field office is located, which is under agreement of sale. About Abarta Oil & Gas The Debtor is an independent oil and gas exploration and production company operating under the name ABARTA Energy. Abarta Oil & Gas Co. LLC sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 21- 22406) on Nov. 7, 2021. In the petition signed by James A. Taylor as president & CEO, Abarta Oil estimated assets of between $1 million and $10 million and estimated liabilities of between $10 million and $50 million. The case is handled by Honorable Judge Carlota M. Bohm. Paul J. Cordaro, Esq., of CAMPBELL & LEVINE, LLC, is the Debtors' counsel. MORRISANDERSON & ASSOCIATES, LTD., is the Debtor's financial advisor, and COPPER RUN CAPITAL, LLC is the investment banker. ADLI LAW: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Adli Law Group P.C. 12400 Wilshire Blvd., Suite 1460 Los Angeles, CA 90025 Business Description: The Debtor is a full-service law firm in Los Angeles, California. Chapter 11 Petition Date: November 10, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-18572 Judge: Hon. Sheri Bluebond Debtor's Counsel: Dean G. Rallis Jr., Esq. HAHN & HAHN LLP 301 E. Colorado Blvd., 9th Floor Pasadena, CA 91101-1977 Tel: (626) 796-9123 Email: drallis@hahnlawyers.com Debtor's Accountant: PARSI & COMPANY Total Assets as of August 31, 2021: $4,552,705 Total Liabilities as of August 31, 2021: $4,538,284 The petition was signed by Dariush G. Adli as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BAYGHPQ/Adli_Law_Group_PC__cacbke-21-18572__0001.0.pdf?mcid=tGE4TAMA AMERICAN PHYSICIAN: Moody's Assigns 'B3' CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned B3 Corporate Family Rating and B3-PD Probability of Default Rating to American Physician Partners, LLC ("APP"). Moody's also assigned B3 rating to the company's proposed senior secured credit facility consisting of a term loan and a revolver. The outlook is stable. Proceeds from the proposed $520 million senior secured term loan will be used to refinance existing debt, fund tuck-in acquisitions and cover transaction-related expenses. The following ratings were assigned: Issuer: American Physician Partners, LLC Corporate Family Rating of B3 Probability of Default Rating of B3-PD Proposed $520 million Gtd senior secured first lien term loan due 2028 of B3 (LGD4) Proposed $60 million Gtd senior secured first lien revolver expiring in 2026 of B3 (LGD4) Outlook action: Issuer: American Physician Partners, LLC Outlook assigned stable. ESG factors are material to the ratings assignments. APP was materially impacted by the coronavirus outbreak last year, but the company's business volumes have largely recovered. In addition, as a provider of emergency medicine services, APP faces high social risk. The No Surprise Act, which was signed into law in December 2020, will take the patient out of the provider/payor dispute. The impact on APP's revenue will depend on the percentage of out-of-network patients they treat, specific billing and collections practices, as well as arbitration process. Among governance considerations, APP's financial policies are expected to remain aggressive reflecting its partial ownership by private equity investors (BBH Capital Partners). Moody's expects the company to remain acquisitive and operate with high financial leverage. RATINGS RATIONALE The B3 CFR reflects American Physician Partners, LLC's ("APP") solid market position as a fast-growing emergency department management services provider, high financial leverage and execution risk associated with a rapid growth strategy. Further, APP has some geographic concentration with Texas, Florida, Tennessee, and Arizona representing more than 60% of profits. Moody's estimates that the company's proforma debt/EBITDA at the close of the refinancing transaction, including certain add-backs for transaction expenses will be at around 6.3 times. Moody's debt/EBITDA estimate assumes that APP's business volumes will continue to recover in the next 12-18 months. The company experienced a material decline in business volumes and profits in 2020 and early-2021 but the business is on recovering trajectory in the latter half of 2021. The rating also incorporates the benefits of APP's ownership model, in which the physicians and the management own approximately 50% of the stake in the company. This results in high alignment between the interests of the company and its physician and management. The rating also reflects the company's adequate liquidity profile. This liquidity is supported by Moody's expectations of $40-$50 million in free cash flow in the next 12 months as well as cash balances of approximately $9 million when the refinancing transaction closes. Moody's notes that APP has expanded its number of contracts with health systems and revenues grew rapidly in recent years. The company's free cash flow and profits were weaker during this rapid expansion phase compared to projected margins for the next 12 months. The size of the company's free cash flow in the next 12 months will depend on APP's ability to sustain the recent recovery of business volumes and profit margins. Moody's notes that APP's liquidity is supported by the availability of the $60 million senior secured first lien revolver. In its stable outlook, Moody's expects the company will continue its expansion while employing a balanced growth strategy. The new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: (1)The proposed first lien credit facility contains incremental facility capacity not to exceed the greater of $100.0 million and an equal amount of the corresponding EBITDA, plus an unlimited amount up to 5.0x consolidated net first lien leverage ratio (if pari passu secured); no portion of the incremental may be incurred with an earlier maturity than the initial term loans; (2) The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which prohibit (x) the designation of a restricted subsidiary as an unrestricted subsidiary if it owns (or holds an exclusive license in) any material intellectual property or (y) the transfer of (or exclusive license in) any material intellectual property to an unrestricted subsidiary; (3) Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases; and (4) There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if APP successfully executes its growth strategy, evidenced by the expanded scale and diversity of its service lines/geography while maintaining its current level of profitability. A demonstrated track record of positive free cash flow and sustained debt/EBITDA below 6.0 times would also support an upgrade. The ratings could be downgraded if APP's operating performance deteriorates including due to loss of significant relationships/contracts. Ratings could also be lowered if liquidity weakens or if the company adopts a more aggressive financial policy. Headquartered in Brentwood, TN, American Physician Partners, LLC is an emergency department and hospital management company. The company has approximately 155 contracts with health systems in 17 U.S. states through which it serves ~4 million patients annually. The company is approximately 50% owned by BBH Capital Partners with the remaining ownership split between the company's management team and physicians in roughly equal proportion. The company's annual revenues are approximately $651 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AMERICAN RESOURCE: Trustee Seeks to Hire Expert Consultant ---------------------------------------------------------- Barry Mukamal, the trustee appointed in the Chapter 11 cases of American Resource Management Group, LLC (DE) and affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Scott Tozian, Esq., of Smith, Tozian, Daniel & Davis, P.A. The trustee requires an expert consultant in American Resource's bankruptcy case and in the adversary case styled Barry E. Mukamal, as Chapter 11 Trustee v. Larry Scott Morse, Juliana Ladino Morse, and Morse Family Holdings, LLC, adversary proceeding 20-01363-SMG. Smith's standard hourly rates range from $300 to $485. The firm requires a $10,000 non-refundable retainer. As disclosed in court filings, Smith does not represent any interest adverse to the trustee and the Debtors or their estates. The firm can be reached through: Scott K. Tozian, Esq. Smith, Tozian, Daniel & Davis, P.A. 109 N Brush St. Tampa, FL 33602 Office: 813-273-0063 Cell: 813-273-0063 Fax: 813-221-8832 About American Resource American Resource Management Group, LLC (DE) and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Lead Case No. 19-14605) on April 9, 2019. Shyla Cline and Scott Morse, managers, signed the petitions. In its petition, American Resource estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Scott M. Grossman oversees the cases. Tate M. Russack, Esq., an attorney based in Boca Raton, Fla., is the Debtors' bankruptcy attorney. Barry Mukamal is the Chapter 11 trustee appointed in the Debtors' bankruptcy cases. The trustee tapped Kozyak Tropin & Throckmorton, LLP as bankruptcy counsel; Bast Amron, LLP and Meland Budwick, PA as special counsel; and KapilaMukamal, LLP as accountant. Scott Tozian, Esq., at Smith, Tozian, Daniel & Davis, P.A. and C. Steven Baker serve as expert consultants. ANASTASIA INTERMEDIATE: Fitch Withdraws All Ratings --------------------------------------------------- Fitch Ratings has affirmed Anastasia Intermediate Holdings, LLC (ABH) and Anastasia Parent, LLC's Long-Term Issuer Default Ratings (IDRs) at 'CCC' and simultaneously withdrawn all of its ratings. The rating reflects ongoing deterioration in ABH's operating trends and Fitch's view that the company's capital structure is unsustainable. After many years of strong growth, revenue began to decline in 2019. EBITDA, which peaked at around $175 million, is expected to trend around $45 million over the next few years, yielding gross leverage in the mid-teens. These projections raise significant questions regarding brand health and management execution. Liquidity appears adequate and the company's next maturities are its $150 million revolver in 2023 and its approximately $635 million term loan in 2025. Fitch has withdrawn ABH's ratings for commercial reasons. Fitch reserves the right in its sole discretion to withdraw or maintain any ratings at any time for any reason it deems sufficient. KEY RATING DRIVERS Long-Term Expectations Reset: Through 2017, ABH showed strong growth in topline, EBITDA and pre-dividend cash flow. Fitch expected ABH's growth to moderate albeit remain positive, particularly given its potential to tap new product categories and international markets. Results post-2017 materially missed expectations, with Fitch now expecting EBITDA to trend around $40 million to $50 million compared with the $175 million peak in 2017. Fitch believes ABH's operational reversal is largely due to the ebb and flow of brands and intensifying newness in the cosmetics space, which has shortened product and brand lifecycles. Fitch recognizes that other factors have challenged ABH's recent results, including weakness in the color cosmetics category and consumer behavior changes caused by the pandemic, which have reduced usage of cosmetics. Fitch would expect ABH, alongside the color cosmetics category, to see some topline rebound in 2021/2022 as consumers resume usage of products. However, the company's difficulty in reversing its operating trajectory through stabilizing market share in key categories and entering adjacent categories suggests eroding longer term prospects for the ABH brand. Capital Structure Unsustainable: ABH's capital structure appears increasingly unsustainable, given elevated leverage and declining cash flow, both the result of a challenged operating trajectory. When ABH issued $650 million in term loans in 2018, which provided company founders a dividend alongside a reported $700 million minority equity investment from TPG Capital, leverage was mid-3x and Fitch forecasted leverage to moderate on both EBITDA growth and debt reduction. Instead, leverage climbed to the mid-4x range in 2018, and Fitch now projects leverage to trend in the mid-teens. Fitch's view of the company's once strong cash flow generation has similarly changed, due largely to a more conservative viewpoint on EBITDA trajectory. Historically, ABH produced good cash flow conversion from EBITDA due to limited leakage, and cash generation was expected to continue despite the addition of interest expense in 2017. However, given around $40 million to $50 million of EBITDA, ABH's cash flow prospects are limited, prohibiting the company from deleveraging its balance sheet. Exposure to Dynamic Industry with Accelerating Share Shifts: The color cosmetics industry has some positive long-term characteristics, including historical recession resistance, high margins and historically limited irrational price competition. However, disruption has occurred in recent years in several ways. First, the introduction of social media has changed marketing philosophies across the industry. Simultaneously, consumer shopping habits have shifted, leading to the rise in specialty cosmetics players like Sephora (owned by LVMH Moet Hennessy - Louis Vuitton SE) and Ulta Beauty. Broader trends around health and wellness have also been felt in cosmetics. These trends have led to market share shifts within the beauty industry. New brands have seen rapid sales ramps through social media exposure and shelf space wins at places like Ulta, Sephora and drug retailers. Some established brands that rely on traditional channels have been unable to shift their strategies. M&A activity has increased as larger companies seek to improve their portfolio's growth potential. Fitch expects upstart brands may continue to benefit from faster access to customers. Conversely, larger brands have deployed capital and intensified efforts to stem market share declines and could pose challenges for further market share gains by younger brands. DERIVATION SUMMARY ABH's 'CCC' rating reflects Fitch's view that its capital structure is unsustainable following ongoing deterioration in ABH's operating trends. After many years of strong growth, revenue turned flat in 2018 and began to decline in 2019. EBITDA, which peaked at around $175 million, could moderate toward $40 million to $50 million over the next few years, yielding leverage (gross debt to EBITDA) in the mid-teens. These projections raise significant questions regarding the long-term health of the brand and the ability of management to successfully execute product launches and expense management. The rating also considers the company's narrow product and brand profile, and risk that continued beauty industry market share shifts could further weaken ABH's projected growth through new entrants and brand extensions from existing large players. ABH has limited consumer products peers in the 'CCC' category. Knowlton Development Corporation Inc. (B-/Stable), is a global leader in custom formulation, packaging and manufacturing solutions for beauty, personal care and home care brands, supported by a diverse product portfolio and a customer base ranging from blue-chip names to "indie" brands, with whom the company typically maintains long-term relationships. The company's rating reflects Fitch's expectation that leverage will remain over 7x, driven by the company's recent debt issuance to fund a $325 million shareholder distribution to its equity holders. The rating also reflects Fitch's expectations for continued negative FCF in fiscal 2022 following an outflow of over $50 million in 2021 as the company funds growth initiatives. Retailer Party City Holdco Inc. is rated 'CCC+'. Party City is the primary national player in the approximately $10 billion party-supply industry, projected to generate approximately $2.1 billion in 2021 revenue. The company's ratings reflect high adjusted leverage (adjusted debt/EBITDAR, capitalizing leases at 8x), projected around 8x beginning 2021, assuming EBITDA rebounds from breakeven in 2020, limited projected FCF, and a weak operating trajectory prior to the onset of the coronavirus pandemic, which could limit Party City's post-pandemic recovery prospects. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Fitch expects ABH's revenue to rebound modestly in 2021 as consumers increase usage of the color cosmetics category. While the category rebound could continue in 2022, Fitch expects ABH's revenue could remain around 20% below 2019 levels given Fitch's declining confidence in ABH's ability to drive sustainable growth longer term; -- Fitch-defined EBITDA could trend in the $40 million to $50 million range beginning 2022 on a topline rebound from 2020 levels; -- Discretionary cash flow, after owner distributions for tax payments, is expected to be close to breakeven across the forecast period; -- Leverage (gross debt/EBITDA) is expected to trend in the low- teens across the forecast period given Fitch's assumptions and around $635 million of term loan debt. RATING SENSITIVITIES Rating sensitivities are no longer relevant given the rating withdrawal. 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 As of June 30, 2021, ABH had approximately $49 million borrowed on its $150 million revolving credit facility, which matures in 2023. The amount outstanding on the Term Loan B due 2025 was approximately $632 million. As of this date, the company had $125.5 million in cash. Fitch expects cash flow to be near breakeven over the forecast; as such, revolver borrowings could be used to support operations and seasonal working capital needs. In July 2020, in an effort to bolster liquidity, ABH secured equity financing of $38.5 million, provided by founder Anastasia Soare and TPG. The terms of this equity were similar to the terms of the pre-existing equity. KEY RECOVERY RATING ASSUMPTIONS Fitch's recovery analysis is based on a $200 million going-concern value, higher than the approximately $65 million that Fitch estimates could be generated by an orderly liquidation of the business. Fitch's going-concern value is predicated on post-default EBITDA of $40 million, at the lower end of the $40 million to $50 million range Fitch projects for ABH in its base case forecast. Fitch assumes the business could fetch a 5x multiple, at the lower end of averages seen in consumer products bankruptcies given the uncertainty of a turnaround in the company's prospects. After deducting 10% for administrative claims, the remaining $180 million of value would lead to below average recovery prospects (11%-30%) for the company's secured revolver (assumed to be fully drawn) and term loan, which are pari passu. Consequently, both the revolver and term loan are rated 'CCC-'/'RR5'. ESG CONSIDERATIONS The highest level of ESG credit relevance, if present, is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entities, either due to their nature or to the way in which they are being managed by the entities. Following the withdrawal of ratings for Anastasia Intermediate Holdings, LLC, Fitch will no longer be providing the associated ESG Relevance Scores. ISSUER PROFILE ABH is a prestige cosmetics company offering products across the brow, lip, eye and face categories. It was founded in 1997 by Anastasia Soare first as a salon in Beverly Hills. SUMMARY OF FINANCIAL ADJUSTMENTS In 2018, Fitch deducted approximately $11 million from cost of goods sold for an inventory write-down. ANTECO PHARMA: Unsecureds to be Paid in Full in Plan ---------------------------------------------------- Anteco Pharma, LLC submitted a Plan and a Disclosure Statement. On Nov. 15, 2017, after approximately one and one-half years of negotiations, the Debtor sold the majority of its assets pursuant to an Asset Purchase Agreement to Attwill Medical Solutions Steriflow L.P. and Attwill Vascular Technologies, L.P. (collectively "Attwill"). The Agreement provides, in pertinent part, for various stages of payments over a 10-year period and an assumption of certain liabilities. In accordance with the Agreement, Attwill made a down payment of $2,500,000 ("Down Payment"). That Down Payment was used to pay certain payables to creditors as well as distributions to the Debtor's members in accordance with an Amendment to Operating Agreement negotiated between the members with separate legal counsel. Debtor made the distributions after review of the company financials and belief that Debtor retained sufficient cash to satisfy any remaining obligations/liabilities. The Debtor's current business activities consist of collecting the amounts due and owing under the Agreement for the benefit of its creditors. The Debtor filed its proposed Chapter 11 Plan of Reorganization for consideration by its creditors. The Plan provides for payment in full of allowed secured, priority and general unsecured claims. All proposed payments under the Debtor's Plan of Reorganization shall be made from the Debtor's collection of funds owed to it under the terms of the Agreement. The amortization of these obligations are proposed to be extended to provide for adequate cash flow and debt service. A copy of the Disclosure Statement dated November 3, 2021, is available at https://bit.ly/3q9GXXS from PacerMonitor.com. About Anteco Pharma Anteco Pharma, LLC is a Waunakee, Wis.-based company specializing in freeze drying and related processing of pharmaceutical intermediates, medical devices, specialty food and nutritional ingredients. Anteco Pharma filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 221-11012) on May 7, 2021, disclosing total assets of up to $10 million and total liabilities of up to $1 million. Howard R. Teeter, authorized member, signed the petition. Judge Catherine J. Furay oversees the case. Krekeler Strother, S.C. and Boardman & Clark, LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. APP HOLDCO: S&P Assigns Preliminary 'B-' ICR, Outlook Negative -------------------------------------------------------------- S&P Global Ratings assigned its 'B-' preliminary issuer credit rating to Brentwood, TN.-based emergency medicine provider APP Holdco LLC. At the same time, S&P assigned a 'B-' preliminary issue level rating and '3' preliminary recovery rating to the secured debt. The negative outlook reflects the potential for a downgrade if the transaction does not close as expected, which elevates the potential for a near-term default. APP Holdco LLC, parent of American Physician Partners LLC, is refinancing its capital structure. The new structure is comprised of a $60 million secured revolving credit facility and a $520 million secured term loan. S&P said, "All of APP's debt matures in December 2021. Due to the near-term maturity, we have assigned preliminary ratings at this time. If the proposed refinancing transaction closes as expected, we would finalize the ratings and assign a stable outlook. Prior to the proposed refinancing, APP had about $472 million in debt outstanding which matures on Dec. 21, 2021. We have not assigned final ratings at this time due to the near-term refinancing risk. The company intends to fully repay the existing debt with proceeds from the proposed refinancing transaction. Our base-case assumptions and the preliminary 'B-' ratings are built on the assumption that the transaction closes as expected. If the transaction closes as anticipated, we would finalize the ratings and assign a stable outlook, reflecting our expectation for credit measures and cash flow generation in line with the 'B-' rating. If the transaction fails to close, we could lower the ratings and subsequently withdraw all ratings. APP's business risk profile reflects its limited scale, exposure to out-of-network contracts, and high customer concentration. These risks are somewhat offset by strong retention of both physicians and customer health systems. APP's business is focused on the highly fragmented and competitive emergency department physician staffing business, generating about 88% of revenues from emergency department physician staffing solutions, with the rest coming from hospital management services. Demand in emergency department staffing weakened during the COVID-19 pandemic as patients avoided large hospitals in favor of smaller and lower cost facilities like urgent care clinics, but volumes have been recovering over the past few quarters of 2021. APP generated roughly $600 million revenue in 2020. With 155 contracts as of August 2021, the company is smaller than its larger competitors including Envision and Team Health, and more comparable in size to U.S. Acute Care Solutions Inc. The company has added about 125 contracts since 2015, and has a strong track record of retention with all but one of those contracts retained. S&P expects continued strong retention and new contracts to support growth over the next few years. S&P views high customer concentration as a risk factor, with the company's top two customer health systems generating about half of total contract margin. However, the company's retention track record is strong and it has multi-year relationships with its customers. The average relationship tenure among the company's top 10 client systems is over five years. The company has physician retention of 95%. APP also has very low usage of locums (about 1%), which helps the company keep its costs down. The company's payer mix includes about 46% government payers, and 27% out-of-network contracts. S&P views the exposure to out-of-network business as a risk factor due to surprise billing legislation set to go into effect in 2022, and its base-case assumptions include a decline in profitability next year from the implementation of the No Surprises Act. S&P said, "We expect midteens percentage growth to come primarily from new contracts. APP has historically grown through new contracts, as about two thirds of the roughly 150 contracts added since 2015 have been organic wins. We expect this trajectory to continue as the company expands in the highly fragmented emergency medicine market. We expect that new contracts growth will also be complemented by low-single-digit growth within the company's existing footprint, benefitting from increasing acuity and from a continued rebound from COVID-19 in patient volumes. Longer term, we expect patient behavior changes following the pandemic with payors steering patients toward lower-cost alternatives such as urgent care providers. "We expect a highly leveraged financial risk profile, with S&P Global Ratings-adjusted debt to EBITDA of 6.8x in 2021, pro forma for the proposed capital structure. We view the financial risk of APP as highly leveraged. The company's margins have rebounded in 2021 following weaker profitability in 2019 and 2020, with 2019 results depressed by acquisition-related spending, and 2020 results affected by the COVID -19 pandemic and related expenses. We expect midteens S&P Global Ratings-adjusted EBITDA margins, comparable to those from the first half of 2021, over the next two years. We expect minimal free cash flow generation in 2021, in part due to repayment of deferred payroll tax and CMS advances, followed by free cash flow generation of over $30 million in 2022." The negative outlook on APP reflects the potential for a lower rating if the proposed refinancing fails to close. If the proposed refinancing does not close, S&P could lower the rating, potentially by multiple notches, and then it could withdraw all ratings. The downgrade would reflect liquidity stress from the company's unresolved near-term debt maturities. S&P could assign a stable outlook on the final ratings if the refinancing closes as expected, which would resolve the refinancing risk. ARCIS GOLF: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to U.S. private golf club owner and operator Arcis Golf LLC. S&P said, "At the same time, we assigned our 'BB-' issue-level rating and '1' recovery rating to the company's proposed senior secured facility. The '1' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) recovery for investors in the event of a default. "The 'B' issuer credit rating primarily reflects aggressive anticipated leverage this year, an acquisitive growth strategy that could increase leverage higher than our base case, risks associated with financial-sponsor ownership, and limited geographic diversity. These are somewhat offset by significant financial flexibility of the company's real estate ownership, favorable member income demographics and retention rates, and meaningful barriers to entry in golf. "Under our base-case assumptions, we expect Arcis' pro forma gross adjusted debt to EBITDA could be in the mid-4x area in 2021 before improving to the around 4x in 2022." Including EBITDA from acquired clubs and substantial assumed recovery in food and beverage revenue this year, Arcis' pro forma total revenues could grow by about 50%. Additionally, the food and beverage recovery and benefits of scale could boost EBITDA margin to the mid-20% area. In 2022, S&P expects revenues to increase about 10% because of an assumed $50 million in tuck-in club acquisitions and modest single-digit percent organic membership growth. Additionally, its adjusted leverage measure includes an operating lease adjustment to debt and EBITDA. Arcis is executing an acquisitive roll-up growth strategy, which could increase leverage over time. This is the process of acquiring and merging multiple smaller assets and consolidating them into a large company. Since the beginning of 2019, Arcis has acquired ownership in 13 clubs, including the six Mickelson Golf Properties it purchased in August 2021. S&P said, "Following the proposed transaction, we expect Arcis will have about $77 million unrestricted cash on hand and likely use a portion to fund club acquisitions. Arcis believes it has a significant opportunity to consolidate several high-quality golf clubs potentially at a discount to replacement cost and at attractive multiples. However, we also believe that if the company can reach agreements to buy its potential acquisition targets, it would probably do so at multiples well above our anticipated mid-4x adjusted leverage pro forma for the proposed refinancing transaction in 2021. Initially, we expect Arcis would use part of its cash balances to make acquisitions. But over time it could increase leverage to fund growth, which could lead to sustained leverage greater than 5x and likely cap upside at the 'B' rating." Arcis' private equity ownership and the tendency of financial sponsors to use leverage capacity to fund acquisitions, investments, or cash distributions is a risk factor. S&P said, "Our assessment of the company's financial risk reflects corporate decision-making that could prioritize the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects their generally finite holding periods and a focus on maximizing shareholder returns." This is partly offset by its substantial real estate holdings. Arcis owns the real estate underlying 45 of its 65 golf clubs. Ownership of many of its clubs and the ability to monetize them benefits Arcis' financial flexibility. Golf clubs typically benefit from favorable income demographics of members and high member retention. About 37% of Arcis pro forma revenue as of August 2021 was generated from recurring dues paid by its approximately 17,000 members. S&P has observed that golf club memberships are typically resilient to economic recessions, likely because of members' favorable income demographics. Arcis' limited geographic diversity, which makes the company vulnerable to regional economic downturns somewhat offsets the low expected volatility of memberships over time. On a pro forma basis, 29% of Arcis' EBITDA is generated in Phoenix; 16% in Dallas/Fort Worth; 12% in Austin/San Antonio, Texas; 7% in Denver; and 7% in Los Angeles. Additionally, 37 of Arcis' golf courses are daily fee clubs, which could be somewhat more volatile over the economic cycle than with private clubs. Arcis generates some recurring revenues from its daily fee clubs through tiered subscriptions, although these could be less sticky than private club memberships in an economic downturn. Arcis believes its daily fee clubs target consumers who are not typically customers of private clubs, and that it can convert some to private club members by co-locating daily fee clubs and private clubs. Arcis' scale and diversity compares unfavorably with peer ClubCorp Inc., which owns 210 clubs with broader geographic diversity. Additionally, ClubCorp generates a greater share of revenues from member dues (about 55% in 2020), likely resulting from less daily fee play at its courses, which could make its revenues less volatile over the economic cycle. Golf is a mature industry, with meaningful barriers to entry. Arcis' owned and leased properties would be difficult to replicate in its markets. Additionally, new golf courses require high capital investment to purchase, develop, and maintain them. Over the last several years the total supply of golf courses in the U.S. has modestly decreased while total golfers per course have increased. These considerations are partly offset by the mature demand for golf, which we believe limits the potential for organic growth. Demand for golf increased significantly during the COVID-19 pandemic (total U.S. rounds played increased 13.9% in 2020 from 2019) because it's an outdoor recreation activity. However, it's uncertain what share of recent new entrants to the sport remain over the long term. Although we expect demand for golf is likely mature, Arcis' private clubs provide other offerings including tennis, fitness, and social events, which could help to drive organic membership growth. S&P said, "The outlook is stable even though we believe Arcis' acquisitive growth strategy could increase leverage above 5x to purchase new golf assets. It would have a significant cushion against our 6.5x downgrade threshold and meaningful cash on hand following the proposed issuance with which to pursue acquisitions. "We could lower the rating if we expect it will sustain lease-adjusted debt to EBITDA above 6.5x, which could be the result of operating underperformance or a financial policy that tolerates very high leverage to fund acquisitions or shareholder distributions. "Although unlikely in the near term, we could raise the rating if we became confident Arcis would sustain leverage below 5x despite its roll-up strategy, incorporating acquisitions and potential shareholder returns." BERGIO INTERNATIONAL: Incurs $1.45M Net Loss in Third Quarter ------------------------------------------------------------- Bergio International, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.45 million on $2.18 million of net revenues for the three months ended Sept. 30, 2021, compared to net income of $388,846 on $137,340 of net revenues for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $3.85 million on $5.46 million of net revenues compared to a net loss of $173,360 on $290,677 of net revenues for the same period during the prior year. As of Sept. 30, 2021, the Company had $10.72 million in total assets, $8.05 million in total liabilities, and $2.67 million in total stockholders' equity. At Sept. 30, 2021 the Company had working capital deficit of $3,523,551 as compared to working capital surplus of $215,314 at Dec. 31, 2020. This decrease in working capital is primarily attributed to the increase in liabilities as result of the acquisition of Aphrodite's Marketing and GearBubble Tech. For the nine months ended Sept. 30, 2021, the Company used $2,295,489 in cash for operations as compared to $303,407 in cash used for operations for the nine months ended Sept. 30, 2020. This increase in cash used in operations is primarily attributed to increase in net loss, increase in depreciation and amortization expense of $174,434, increase in amortization of debt discount and deferred financing cost of $1,037,701, increase in derivative expense of $184,056, increase in change in fair value of derivative liabilities of $896,075, increase in inventory of 706,869, increase in accounts payable and accrued liabilities of $363,637 offset by non-controlling interest of $860,807, increase in gain from extinguishment of debt $304,407 and decrease in prepaid expenses of $363,637. For the nine months ended Sept. 30, 2020, the Company used $303,407 in cash for operations. This increase in cash used in operations is primarily attributed to decrease in accounts payable and accrued expenses, higher operating loss and an increase in accounts receivable and inventories. For the nine months ended Sept. 30, 2021, the Company used $886,209 in cash for investing activities as a result of cash paid for the acquisition of GearBubble Tech for $2,000,000 and purchases of property and equipment of $47,685 offset by cash acquired from the acquisition of GearBubble Tech of $1,161,476 as compared to $0 of cash in investing activities for the nine months ended Sept. 30, 2020. Net provided by financing activities for the nine months ended Sept. 30, 2021 was $4,254,782 as compared to $366,926 for the nine months ended Sept. 30, 2020. This increase is primarily the result of net proceeds received from convertible notes of $1,788,750, sale of common stock of $3,768,730, proceeds from loans and note payable of $391,411 offset partially by repayments of loans payable of $1,077,654, repayment of debt of $567,403 and repayment of convertible debt of $30,000. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1431074/000121390021057375/f10q0921_bergiointer.htm About Bergio International Based in Fairfield, New Jersey, Bergio International, Inc. -- www.bergio.com -- is engaged in the exploration of mineral properties. On Oct. 21, 2009, the Company entered into an exchange agreement with Diamond Information Institute, Inc., whereby the Company acquired all of the issued and outstanding common stock of Diamond Information Institute and changed the name of the company to Bergio International, Inc. On Feb. 19, 2020, the Company changed its state of incorporation to the State of Wyoming. The Company reported a net loss of $148,050 in 2020 following a net loss of $3.03 million in 2019. Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 17, 2021, citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. BIZGISTICS INC: Taps Erik Johanson as Special Litigation Counsel ---------------------------------------------------------------- Bizgistics, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Erik Johanson, PLLC as its special litigation counsel. The firm will represent the Debtor in the proceeding styled Bizgistics, Inc. v. Banner Delivery, Inc., et al., Adv. Pro. 3:21-ap-00070-RCT, United States Bankruptcy Court for the Middle District of Florida, Jacksonville Division. The firm will receive a 35 percent contingency fee calculated based on the total money or property recovered by the estate as a result of its services. Unless otherwise ordered by the court, the firm will not be entitled to a contingent fee from the recovery of the $150,000 holdback currently at issue in the adversary case. Erik Johanson, Esq., disclosed in a court filing that his firm does not hold any interest adverse to the estate. The firm can be reached through: Erik Johanson, Esq. Erik Johanson, PLLC 4532 West Beachway Drive Tampa, FL 33602 Phone: (813) 210-9442 Email: erik@johanson.law ecf@johanson.law About Bizgistics Bizgistics, Inc., a freight transportation arrangement services provider based in Rydal, Pa., filed a voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-02197) on Sept. 12, 2021, listing as much as $10 million in both assets and liabilities. Darrell Giles, chief executive officer and director, signed the petition. Judge Roberta A. Colton oversees the case. The Debtor tapped Underwood Murray PA as bankruptcy counsel, Erik Johanson PLLC as special litigation counsel, and Redcross, Martin & Associates, Inc. as accountant. BLUE JAY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Blue Jay Communications, Inc. 4511 South Ave Toledo, OH 43615 Business Description: Blue Jay Communications Inc. specializes in the needs of telecommunications and networking services with customers ranging from large communities to government agencies. Chapter 11 Petition Date: November 9, 2021 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 21-31915 Judge: Hon. Mary Ann Whipple Debtor's Counsel: Frederic P. Schwieg, Esq. FREDERIC P SCHWIEG ATTORNEY AT LAW 19885 Detroit Rd #239 Rocky River, OH 44116-1815 Tel: 440-499-4506 Fax: 440-398-0490 E-mail: fschwieg@schwieglaw.com Total Assets as of December 31, 2020: $5,145,458 Total Liabilities as of December 31, 2021: $7,618,110 The petition was signed by John F. Houlihan as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QEWK42I/Blue_Jay_Communications_Inc__ohnbke-21-31915__0001.0.pdf?mcid=tGE4TAMA BLUE STAR: Closes $4 Million Public Stock Offering -------------------------------------------------- Blue Star Foods Corp. has closed its previously announced underwritten public offering of 800,000 shares of common stock at a public offering price of $5.00 per share, for total gross proceeds of US$4.0 million, before deducting underwriting discounts, commissions and other related expenses. In addition, Blue Star has granted the underwriters a 45-day option to purchase up to an additional 120,000 ordinary shares at the public offering price, less underwriting discount and commissions. The shares began trading on the Nasdaq Capital Market under the ticker symbol "BSFC" on Wednesday, Nov. 3, 2021. The company intends to use the proceeds to provide funding for general corporate purposes, including working capital, operating expenses, and capital expenditures. Newbridge Securities Corporation and Revere Securities LLC acted as co-lead bookrunning managers. About Blue Star Foods Blue Star Foods Corp. is a sustainable seafood company that processes, packages and sells refrigerated pasteurized Blue Crab meat, and other premium seafood products. Its products are currently sold in the United States, Mexico, Canada, the Caribbean, the United Kingdom, France, the Middle East, Singapore and Hong Kong. The company headquarters is in Miami, Florida (United States), and its corporate website is: http://www.bluestarfoods.com Blue Star reported a net loss of $4.44 million for the year ended Dec. 31, 2020, a net loss of $5.02 million for the year ended Dec. 31, 2019, and a net loss of $2.28 million for the 12 months ended Dec. 31, 2018. As of March 31, 2021, the Company had $6.05 million in total assets, $6.42 million in total liabilities, and a total stockholders' deficit of $371,261. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BLUEAVOCADO CO: Case Summary & 7 Unsecured Creditors ---------------------------------------------------- Debtor: BlueAvocado Co. 620 Congress Ave Suite 320 Austin, TX 78701 Business Description: BlueAvocado Co manufactures and distributes reusable grocery bags. Chapter 11 Petition Date: November 10, 2021 Court: United States Bankruptcy Court Western District of Texas Case No.: 21-51384 Judge: Hon. Craig A. Gargotta Debtor's Counsel: Raymond Battaglia, Esq. LAW OFFICES OF RAY BATTAGLIA, PLLC 66 Granburg Circle San Antonio, TX 78218 Tel: 210-601-9405 Email: rbattaglialaw@outlook.com Total Assets as of September 30, 2021: $1,499,370 Total Liabilities as of September 30, 2021: $2,243,028 The petition was signed by Julie Mak as CEO & president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G425NIY/BlueAvocado_Co__txwbke-21-51384__0001.0.pdf?mcid=tGE4TAMA BRIGHT HORIZONS: Moody's Rates New $1-Bil. First Lien Loans 'B1' ---------------------------------------------------------------- Moody's Investors Service assigned B1 ratings to Bright Horizons Family Solutions LLC's proposed new senior secured first lien term loans consisting of a $400 million term loan A due 2026 and a $600 million term loan B due 2028. Proceeds from the new term loan will be used to repay the existing first lien term loan in a leverage neutral transaction. Moody's will withdraw the B1 rating on Bright Horizon's existing first lien term loan upon the close of the transaction. The proposed refinancing transaction is credit positive because it will extend the company's maturity profile and address the meaningful 2023 refinancing needs. However, the transaction has no impact on Bright Horizon's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR) and stable outlook because leverage is not affected. Moody's lease adjusted debt-to-EBITDA leverage is about 5.1x for the LTM period ended September 30, 2021 and Moody's expects leverage will decline to the a 4.0x range due to a continued earnings recovery over the next year. This transaction also has no impact to the company's Speculative Grade Liquidity SGL-1 rating. Pro forma for the refinancing transaction, the company will have about $386 million cash on balance sheet. Bright Horizons also has a $400 million revolver due 2026 that is undrawn. Additionally, Moody's expects the company will generate ample free cash flow to cover the required amortization of the first lien term loan (about $16 million) over the next year. Moody's took the following rating actions: Assignments: Issuer: Bright Horizons Family Solutions LLC Senior Secured 1st Lien Term Loan, Assigned B1 (LGD3) RATINGS RATIONALE Bright Horizons' B1 CFR reflects its moderately high leverage with Moody's lease adjusted debt-to-EBITDA of about 5.1x for the LTM period ended September 30, 2021. Moody's expects debt-to-EBITDA leverage will decline to a low 4.0x range over the next year due to an earnings recovery as the coronavirus pandemic continues to subside, more individuals return to work outside the home, and center-based child care demand increases. The rating is also constrained by business risks including exposure to general economic conditions and cyclical employment. The rating also incorporates Bright Horizon's relatively high level of capital expenditures as well as the company's history of share repurchase activities. However, the rating is supported by the company's market-leading position in the employer-sponsored child-care market, good diversification by customer and industry verticals, and relatively long-term contracts. The rating also reflects Bright Horizon's track record of solid free cash flow generation and its very good liquidity. Furthermore, the rating incorporates the favorable long term demographic social factor related to the increasing percentage of dual income families as well as increased focus on early childhood education. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, there is uncertainty around Moody's forecasts. Social risks also exist because the business is focused on childcare where reputation is vital to sustaining the business. The company must continually strive to safeguard the health and well-being of the children in its programs. Customer relations are vital because adverse publicity could meaningfully and negatively affected enrollment, revenue and cash flow. Moody's views Bright Horizons' governance risk as moderate. Moody's expects the company will continue to maintain a moderately conservative financial policy. Bright Horizons does not currently pay regular dividends and typically utilizes free cash flow for acquisitions and share repurchases. The company favorably issued $250 million of equity in April 2020 to bolster the cash position, which demonstrates credit support and bolstered liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that Bright Horizon's Moody's lease adjusted debt-to-EBITDA leverage will decline to below 4.5x over the next 12 to 18 months as a result of an earnings recovery. The stable outlook also reflects Moody's expectation for very good liquidity and more than $100 million of free cash flow over the next year. The ratings could be upgraded if operating performance improves such that the company generates sustained revenue and earnings growth with Moody's adjusted debt-to-EBITDA leverage maintained below 4.0x and free cash flow to debt maintained in the low teens percentage. Additionally, the company would need to demonstrate a conservative approach with respect to acquisitions and shareholder-friendly activities. The ratings could be downgraded if operating performance fails to improve as expected with Moody's adjusted debt-to-EBITDA leverage sustained above 5.0x. A material debt-financed acquisition, aggressive share repurchase activity, or liquidity deterioration could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Bright Horizons Family Solutions LLC ("Bright Horizons" - an indirect wholly owned subsidiary of Bright Horizons Family Solutions Inc.") based in Newton, Massachusetts, is a provider of employer-sponsored childcare services, back-up dependent care, and other educational advisory services. The company currently operates approximately 1,000 childcare and early education centers in North America and in Europe with the capacity to serve over 120,000 children. For the LTM period ended September 30, 2021, the publicly traded company generated approximately $1.67 billion in revenues. BRIGHT HORIZONS: S&P Rates New $1BB Sr. Secured Term Loans 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level and '2' recovery ratings to U.S.-based early education and childcare operator Bright Horizons Family Solutions LLC's proposed senior secured term loans, comprising a $400 million term loan A due 2026 and $600 million term loan B due 2028. The '2' recovery rating indicates its expectation of substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. The company will use net proceeds from the term loans and $27 million of balance sheet cash to repay its existing $1 billion senior secured term loan B due 2023 and pay related fees and expenses. S&P said, "The proposed transaction is leverage neutral and therefore our 'B+' issuer credit rating and positive outlook are unchanged. The positive outlook reflects the potential for an upgrade if revenue and EBITDA increase toward pre-recession levels over the next 12 months and Bright Horizons will likely sustain leverage below the mid-4x area. Although S&P Global Ratings-adjusted net leverage was 3.6x as of Sept. 30, 2021, well below our upgrade threshold, the effects of the COVID-19 delta variant have slowed enrollment recovery and delayed office re-openings. The company also faces margin pressure from labor shortages. In our view, COVID-19 variants remain a risk that could push the company's recovery back to pre-COVID levels beyond our current 2022 expectations. "In addition, we believe that the company could use a portion of its large cash balances for acquisitions and share buybacks. We could raise the ratings on Bright Horizons if it demonstrates more consistent recovery and we become confident that profitability and occupancy trends will recover to historical levels over the next 12 months. We would also want to see how the company utilizes its large cash balance such that leverage remains below 4.5x. We could revise our outlook to stable if we believe the company's recovery will extend into 2023, possibly from a prolonged economic downturn or new COVID-19 variants that cause enrollment, revenue, and EBITDA to remain depressed." Issue Ratings - Recovery Analysis Key analytical factors -- S&P's simulated default scenario contemplates a default in 2025, stemming from deterioration in the company's operating performance as a result of lower day care center utilization rates due to very high unemployment, corporate downsizing, and reduced employer subsidies. -- The simulated default scenario assumes Bright Horizons would reorganize as a going concern to maximize lenders' recovery prospects. S&P said, "We anticipate the company would reorganize based on its good market position and brand recognition, strong relationships with its many corporate sponsors, and high level of accredited child care centers. We also believe the demand for quality, convenient, on-site day care solutions will continue." -- S&P said, "We used an enterprise valuation approach to assess recovery prospects and have applied a 6x multiple to our assumed emergence level EBITDA. The multiple is at the higher end of the 5x-6.5x range for business and consumer companies. The 6x multiple is higher than the 5.5x multiple we use for peers KUEHG Corp. and Learning Care Group (US) No. 2 Inc., based on Bright Horizons' stronger competitive position in the employer-sponsored child care market." -- S&P's assumption also considers that at least $340 million of borrowings will be outstanding under the revolving credit facility by the time the company defaults, which reflects at least an 85% utilization of the $400 million commitment. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA at emergence: about $177 million -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value after 5% administrative costs: $1 billion -- Valuation split (obligors/nonobligors/unpledged): 75%/25% -- Secured first-lien debt claims: about $1.3 billion --Recovery expectations: 70%-90% (rounded estimate: 75%) Note: The debt claim amount include six months of prepetition interest. BROWN INDUSTRIES: Printing Division Assets Set for Auction ---------------------------------------------------------- WhatTheyThin.com announced on Nov. 10, 2021, that per the U.S. Bankruptcy Court, a Liquidator has been chosen to auction off the printing division assets of Brown Industries, a leader in flooring sample and displays for over 65 years. North East Printing Machinery (NEPM) along with The Branford Group, PPL Auction and Holland Industrial, will offer the complete manufacturing assets of Brown's Dalton, Ga. printing division starting on December 14th, 2021. Some of the assets offered will be Emmeci and Crathern box and case making machines, GBC and Ecosytems laminators, Heidelberg CD offset press, HP L11000, 5600 and WS6800 digital presses, Kongsberg and Zund digital cutters, silk screen assets and bindery equipment from Polar, Muller, Kluge, Baumann and much, much more. Please click on the following link to get more details and sale information. https://www.thebranfordgroup.com/dnn3/Auction/BROW1221.aspx About Brown Industries Dalton, Ga.-based Brown Industries, Inc. filed a petition for Chapter 11 protection (Bankr. N.D. Ga. Case No. 21-41010) on Aug. 20, 2021, listing as much as $50 million in both assets and liabilities. Gary Murphey has been appointed as the Debtor's Subchapter V trustee. Judge Paul W. Bonapfel oversees the case. The Debtor tapped J. Robert Williamson, Esq., at Scroggins & Williamson, PC as legal counsel and BMC Group Inc. as claims, noticing, and balloting agent. CALUMET PAINT: Seeks to Hire Burke as Bankruptcy Counsel -------------------------------------------------------- Calumet Paint & Wallpaper, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Burke, Warren, MacKay & Serritella, 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 rights and duties involving its property as well as its reorganization efforts; b) preparing adversary proceedings and legal papers; c) appearing in court and commencing litigation whenever necessary; and d) performing other necessary legal services. The firm received retainer fees totaling $41,000. As disclosed in court filings, Burke does not hold any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: David K. Welch, Esq. Burke, Warren, MacKay & Serritella, P.C. 330 N. Wabash, 21st Floor Chicago, IL 60611 Tel: 312 840-7000 Fax: 312-840-7122 Email: dwelch@burkelaw.com About Calumet Paint & Wallpaper Inc. Calumet Paint & Wallpaper, Inc. is a corporation operating in Blue Island, Ill. It has been in business since 1957 and is an authorized Benjamin Moore retailer specializing in the sale of interior and exterior paints, stains and related supplies. Calumet Paint filed a petition for Chapter 11 protection (Bankr. N.D. Ill. Case No. 21-11709) on Oct. 13, 2021, listing as much as $1 million in both assets and liabilities. Mark R. Lavelle, president of Calumet Paint, signed the petition. Judge Timothy A. Barnes oversees the case. David K. Wench, Esq., at Burke, Warren, MacKay and Serritella, PC is the Debtor's legal counsel. CAMPAIGN MONITOR: Moody's Gives 'B2' CFR Amid Cheetah Digital Deal ------------------------------------------------------------------ Moody's Investors Service assigned a B2 corporate family rating and B2-PD probability of default rating to Campaign Monitor Finance Pty Ltd following its business combination with Cheetah Digital. At the same time, Moody's assigned a B2 rating to the company's proposed first lien senior secured credit facility, consisting of a $45 million revolver and a $590 million term loan. The outlook is stable. The proceeds from the proposed debt financing, along with rolled common equity from Insight Venture Partners ("Insight") and Vector Capital ("Vector"), collectively financial sponsors ("Sponsors") will be used to finance business combination between CM Group and Cheetah Digital, repay existing debt, and pay related fees and expenses. Following the close of the transaction, Insight will maintain a controlling ownership in the combined company, with the remaining shares held by Vector and management team. For purposes of the credit discussion, Moody's will refer to the combined company as Campaign Monitor. "The benefits of increased scale, customer diversification and the strategic fit from the proposed merger only partially mitigate the merged company's financial risk profile. Initial debt-to-EBITDA leverage is high, estimated at around 5.7x at June 30, 2021 (pro forma for the transaction), and the prospects for deleveraging are limited given ongoing revenue attrition in the legacy brands and expectation for modest new subscriber growth," said Moody's Assistant Vice President Oleg Markin. "The digital email marketing industry remains highly fragmented and increasingly competitive with low barriers to entry that requires ongoing technology investments to make product relevant," added Markin. However, Moody's expects Campaign Monitor will maintain good liquidity, including generating free cash flow to debt in mid-to-high single digit percentages over the next 12-15 months, a key credit consideration for this rating. The rating also incorporates governance risk, specifically the potential for debt-financed acquisitions or shareholder distributions and a tolerance for high debt leverage typical of private equity sponsor-controlled companies. The following ratings/assessments are affected by the action: New Assignments: Issuer: Campaign Monitor Finance Pty Limited Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 1st Lien Revlving Credit Facility, Assigned B2 (LGD3) Issuer: Campaign Monitor Finance Pty Limited Outlook, Stable The assignment of ratings remains subject to Moody's review of the final terms and conditions of the proposed debts. The transaction is expected to close by end of November. RATINGS RATIONALE Campaign Monitor's B2 CFR incorporates the company's weak revenue growth, modest operating size with annual revenue of less than $500 million (as of June 30, 2021) and its market niche within the highly fragmented and increasing competitive email marketing industry that has low barriers to entry and high customer acquisition cost. The rating also considers the company's high closing leverage of around 5.7x and historical growth through acquisitions. Campaign Monitor faces execution risk as it continues to broaden its platform beyond its roots as an email marketing service. Moody's believes that ongoing technology investments are required over the medium term for Campaign monitor to gain increased scale and relevance. The company is expected to invest aggressively to drive growth, which could hurt profitability in the near-term. Moody's projects revenue to decline in the low single-digit percentage range over the next 12-18 months because of the ongoing revenue attrition for the legacy brands, which consist of original on-prem solutions, only modestly offset by expected new subscriber growth. However, Moody's also expects that as earnings quality improves and the company achieves acquisition synergies, its debt-to-EBITDA will improve to below 5.5x over the next 12-18 month. Finally, the rating incorporates the company's high governance risk associated with private equity ownership. The rating is supported by the company's improved competitive position, serving both small and medium sized ("SMB") businesses and enterprise clients, its highly predictable revenue generated from SaaS fees (85% as of June 30, 2021 LTM), historically high customer retention rates (CMG -- 89% and Cheetah -- 97%), diversification of customers by end markets and geographies with very little customer overlap, and capability to offer a self-service model for its SMB clientele with live professional support driving higher customer satisfaction and retention rates than its peers. While the self-serve subscriptions contracts are offered on month-to-month basis, managed accounts typically have a term of 1-2 years and have historically maintained high customer retention rates. The growth will be supported by increasing penetration through cross-sell and lead-passing opportunities across larger and more diverse customer base spanning various corporate lifecycles. Campaign Monitor's addressable market is large and the demand environment for digital marketing solutions is favorable as many customers continue to rely on digital marketing providers to communicate with consumers. The rating is further supported by the company's attractive EBITDA margins in the mid-20% range and expectation for free cash flow to debt in the 5-7% range over the next 12-18 months. All financial metrics cited reflect Moody's standard adjustments, including expensing all capitalized development software costs. The stable outlook reflects Moody's view that Campaign Monitor will timely achieve combination synergies, maintain its core subscriber growth while also improving customer retention rates and profitability. Moody's expects debt-to-EBITDA will be sustained below 5.5x over the next 12-18 months, and the company does not undertake near-term distributions or large debt-financed acquisitions. Moody's projects good liquidity over the next 12-15 months, including at least $40 million of annual free cash flow, a pro forma cash balance of approximately $45 million at closing and full availability under the new $45 million senior secured revolving credit facility due 2026. These sources provide good coverage for required annual term loan amortization of approximately $5.9 million, paid quarterly. There are no financial maintenance covenants under the secured credit facilities (revolver and term loan). However, the revolving credit facility will have a springing first lien net leverage covenants of 7.3x if more than 35% drawn. Moody's does not expect covenant to be tested and believes there is ample cushion with the covenant based on Moody's projected earnings levels for the next 12-15 months. The B2 ratings assigned to the new senior secured first lien term loan and revolver reflect Campaign Monitor's B2-PD PDR and a loss given default assessment of LGD3. The B2 instrument ratings are the same as the company's B2 CFR since the rated debt would represent the preponderance of Campaign Monitor's debt claims. The bank loan credit agreement includes provisions permitting incremental debt capacity up to the greater of $135 million and 100% of Consolidated EBITDA, plus any unused amount available under the General Debt Basket ($67.5 million), plus unlimited amounts subject to (a) in the case of incremental indebtedness secured on pari passu basis with the senior secured first lien term loan, closing pro forma Senior Secured First Lien Net Leverage Ratio, and (b) in the case of incremental indebtedness secured by the liens junior to the facility, either (A) 1.25x outside closing pro form Senior Secured First Lien Net Leverage or (B) if incurred in connection with a permitted acquisition or other permitted investments, the Secured Net Leverage Ratio on a pro forma basis does not decrease, and (c) in the case of incremental unsecured indebtedness, either (A) 2.0x outside closing pro forma Total Net Leverage Ratio or (B) if incurred in connection with a permitted acquisition or other permitted investments, the Total Net Leverage Ratio on a pro forma basis does not decrease, or (C) the Interest Coverage Ratio is at least 2:0x. No amounts may be incurred with an earlier maturity date than the initial term loans. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to "blocker" provisions which prohibit investment, exclusive license or other transfers of intellectual property to, or ownership of intellectual property by an unrestricted subsidiary. Non-wholly owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with a protective provision requiring majority lender consent for any guarantee releases, if required under the credit agreement. The proposed terms and the final terms of the credit agreement may be materially different. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade if the company builds a track record of sustained organic revenue growth and margin expansion, significantly its increases scale and diversification, and maintains conservative financial policies. Metrics that could support a higher rating include debt-to-EBITDA below 4.5x and free cash flow to debt above 10%. Moody's would consider a downgrade if operating challenges or more aggressive financial policy, including distributions or debt-financed acquisitions lead to debt-to-EBITDA (Moody's adjusted) sustained above 5.5x, free cash flow to debt falls below 5%, or liquidity deteriorates. The principal methodology used in these ratings was Software Industry published in August 2018. Campaign Monitor (CM Group and Cheetah), provides a B2C cloud-based SaaS email marketing and customer engagement platform used by SMB and large enterprise client to better identify, engage, and to sell to potential and existing customers. Following the business combination, the company will be majority owned by Insight, with the remaining shares held by Vector and management. Campaign Monitor generated pro forma annual revenue of around $450 million as of June 30, 2021. CHURCH OF THE DISCIPLES: Taps Meridian Law as Bankruptcy Counsel ---------------------------------------------------------------- Church of the Disciples seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Meridian Law, LLC to serve as legal counsel in its Chapter 11 case. Aryeh E. Stein, Esq., the firm's attorney who will be providing the services, will be paid at an hourly rate of $350. Mr. Stein 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: Aryeh E. Stein, Esq. Meridian Law, LLC 1212 Reisterstown Road Baltimore, MD 21208 Tel.: 443-326-6011 Fax: 410-653-9061 Email: astein@meridianlawfirm.com About Church of the Disciples Church of the Disciples filed a petition for Chapter 11 protection (Bankr. D. Md. Case No. 20-18368) on Sept. 11, 2020, listing up to $50,000 in assets and up to $100,000 in liabilities. John B. William, pastor, signed the petition. Judge Michelle M. Harner oversees the case. The Debtor tapped Meridian Law, LLC as legal counsel. CIDAR GROUP: Case Summary & 14 Unsecured Creditors -------------------------------------------------- Debtor: Cidar Group Holdings Corporation 2 Kerry Court, Unit B Vincentown, NJ 08088 Business Description: Cidar Group Holdings Corp. d/b/a Emmor Works is a custom wood furniture manufacturing shop serving residential and business customers. Chapter 11 Petition Date: November 9, 2021 Court: United States Bankruptcy Court District of New Jersey Case No.: 21-18721 Debtor's Counsel: Kenneth Rosellini, Esq. ATTORNEY AT LAW 636A Van Houten Avenue Clifton, NJ 07013 Tel: (973) 998-8375 E-mail: KennethRosellini@Gmail.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Radic as managing director. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/E64LDDY/Cidar_Group_Holdings_Corporation__njbke-21-18721__0001.0.pdf?mcid=tGE4TAMA CINCINNATI TERRACE: Wants Feb. 3 Solicitation Exclusivity Extension ------------------------------------------------------------------- Cincinnati Terrace Associates LLC asks the U.S. Bankruptcy Court for the Eastern District of New York to extend the Debtor's exclusive period to solicit acceptances to its filed plan of reorganization until February 3, 2022. The Debtor continues in possession of its Hotel property in Cincinnati, Ohio as a debtor-in-possession. The Debtor previously filed a plan of reorganization in contemplation of selling the Hotel property on September 6, 2021. Since that time, the Debtor actively sought potential buyers of the Hotel property and has recently moved to retain a real estate broker and appraiser. On October 29, 2021, at the status conference held before the Court, the Debtor was afforded a final deadline of December 10, 2021, to amend its plan of reorganization based upon a concrete exit strategy. The Debtor intends to be in a position to file an amended plan by the deadline imposed by the Court and seeks an extension of its exclusive period to solicit acceptances to maintain and preserve the status quo and the Debtor's exclusive rights to sell the Hotel property at least in the near term. The Debtor submits that the relevant Adelphia factors favor the requested extension of the exclusive solicitation period since the sale of the Hotel property presents unique challenges. Indeed, the Debtor is not yet in a position to file a bona fide disclosure statement until a credible buyer or lender is obtained for the Hotel property. There is no prejudice in granting an extension of the Debtor's exclusive solicitation period, given the fact that the Court has already established a deadline for the filing of an amended plan, and after considering the positions of creditors and other parties in interest. A copy of the Debtor's Motion to extend is available at https://bit.ly/3bU49B8 from PacerMonitor.com. About Cincinnati Terrace Associates Brooklyn, N.Y.-based Cincinnati Terrace Associates, LLC filed a petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-41548) on June 9, 2021, listing as much as $50 million in both assets and liabilities. David Goldwasser, a manager and restructuring officer of FIA Capital Partners, signed the petition. Judge Elizabeth S. Stong oversees the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and David Goldwasser of FIA Capital Partners, LLC serve as the Debtor's legal counsel and chief restructuring officer, respectively. West Shell Commercial Inc., doing business as Colliers International/Greater Cincinnati, is the Debtor's property manager. On November 5, 2021, the Debtor seeks approval to hire Integra Realty Resources – Cincinnati/Dayon to appraise their property located at 15 West Sixth St., Cincinnati, Ohio. CITCO ENTERPRISES: Taps Ringstad & Sanders as New Counsel --------------------------------------------------------- CITCO Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Ringstad & Sanders LLP to substitute for the Law Offices of Michael Jay Berger. The firm's services include: (a) advising and assisting the Debtor with respect to compliance with the U.S. Trustee Chapter 11 notices and guides and revisions thereto; (b) advising the Debtor concerning the requirements of the Bankruptcy Code and applicable rules; (c) advising the Debtor regarding matters of bankruptcy law, including the rights and remedies of the Debtor with regard to its assets and with respect to the claims of creditors; (d) conferring with the Subchapter V trustee regarding the Debtor and its financial affairs, the bankruptcy case, formulation and confirmation of a Chapter 11 plan of reorganization, and such other matters as the Debtor and trustee deem necessary or appropriate; (e) assisting the Debtor in pursuit of an ongoing strategy to have Ming Chang, a third party, purchase all unsecured nonpriority claims against the estate that are in excess of $3,000 for negotiated amounts, documenting the claim purchase transactions (and related mutual release agreements between individual creditors and the Debtor), and pursuing a structured dismissal of the bankruptcy case, with Mr. Chang's consent, that will involve the Debtor paying the claims of its remaining unsecured creditors holding claims of $3,000 or less as a convenience class; (f) representing the Debtor in any proceedings or hearings in the bankruptcy court and, subject to a separate agreement, in any action in any other court where its rights under the Bankruptcy Code may be litigated or affected; (g) conducting examinations of witnesses, claimants or adverse parties, and assisting in the preparation of reports, accounts and pleadings related to the case; (h) if necessary, assisting the Debtor in the negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; and (i) performing other necessary legal services for the Debtor. The firm's hourly rates are as follows: Todd C. Ringstad, Esq. $695 per hour Nanette D. Sanders, Esq. $695 per hour William M. Burd, Esq. $695 per hour Karen Sue Naylor, Esq. $595 per hour Christopher A. Minier, Esq. $550 per hour Ashley M. Teesdale, Esq. $495 per hour Becky Metzner $195 per hour Arlene Martin $150 per hour The Debtor was required under the first retainer agreement to pay $20,000 to the firm through a third party. Moreover, the Debtor directly paid the firm under the second retainer agreement the amount of $20,000 on Oct. 19. Christopher Minier, Esq., a member of Ringstad & Sanders, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christopher A. Minier, Esq. Ringstad & Sanders, LLP 4343 Von Karman Avenue, Suite 300 Newport Beach, CA 92660 Tel.: 949-851-7450 Fax: (949) 851-6926 About CITCO Enterprises Inc. CITCO Enterprises, Inc., a Goleta, Calif.-based company that sells Halloween costumes, filed a voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 20-11039) on Aug. 25, 2020, listing $343,141 in assets and $2,324,905 in liabilities. Caesar Ho, chief executive officer of CITCO Enterprises, signed the petition. Judge Martin R. Barash oversees the case. Ringstad & Sanders, LLP serves as the Debtor's legal counsel. CLAROS MORTGAGE: Moody's Affirms Ba3 CFR & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service has affirmed the Ba3 corporate family and senior secured ratings of Claros Mortgage Trust, Inc. (CMTG), and revised its outlook to stable from negative. The rating action reflects Moody's assessment of CMTG's resilient performance during the coronavirus pandemic-induced downturn in the commercial real estate (CRE) sector, and its expectations that over the next 12-18 months, CMTG's asset quality will continue to improve and its capitalization will remain strong. Issuer: Claros Mortgage Trust, Inc. Corporate Family Rating, Affirmed Ba3 Senior Secured Bank Credit Facility, Affirmed Ba3 Outlook Actions: Issuer: Claros Mortgage Trust, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE CMTG's Ba3 long-term corporate family rating reflects the benefits to creditors from the company's strong capital adequacy, including low leverage, and solid profitability. The ratings also reflect the risks from CMTG's concentration in CRE lending, its significant reliance on confidence-sensitive secured funding, which encumbers certain of its earning assets limiting its access to the unsecured debt markets particularly during times of stress, and its limited operating history through a full credit cycle given the company's recent formation in 2015. A key credit strength for CMTG is its strong capital adequacy, which provides it with significant capacity to absorb losses for any unexpected deterioration in asset quality. The company's capital ratio (measured by Moody's tangible common equity/tangible managed assets) was approximately 36% as of June 30, 2021, the highest among all rated non-bank CRE lenders. In addition, CMTG's gross leverage (measured by total debt/equity) was relatively low at approximately 1.7x as of the same date. CMTG's recent initial public offering, which resulted in over $100 million of gross proceeds, should modestly reduce the company's leverage. Moody's expect CMTG's capital and leverage ratios to compare favorably to peers over the next several years, though they will likely weaken as the company grows its loan portfolio. CMTG's concentration in the highly cyclical CRE sector is a key credit challenge inherent in its business model. The coronavirus pandemic-induced downturn in the CRE sector led directly to deterioration in CMTG's asset quality, mainly driven by certain loans in CMTG's land and hotel portfolios. As of June 30, 2021, CMTG's ratio of problem loans to gross loans was a high 8.6%, the weakest among rated peers. However, during the third quarter of 2021, a loan representing 4.0% of the total was repaid. At September 30, 2021, CMTG's ratio of problem loans to gross loans had decreased to 5.9%; excluding loans that are current on debt service, the problem loans ratio was 4.7%. Moody's expects CMTG's non-accrual loans to gradually decline over the next 12-18 months as operating conditions improve and the company makes progress resolving these problem credits. Despite the elevated level of non-accrual loans, CMTG has not incurred any credit losses since the start of the pandemic. Moody's attributes this performance largely to CMTG's focus on first-lien mortgages, low average loan-to-values (65.9% weighted-average loan-to-value as of June 30, 2021), properties located in major US markets that usually experience more limited price declines during downturns than suburban areas, and well-capitalized institutional borrowers. Moody's also notes that recent growth in the loan portfolio has been focused on markets outside of New York, helping to reduce the portfolio's geographic concentration. Moody's has revised CMTG's outlook to stable from negative based on the resilience of the company's performance during the coronavirus pandemic-induced CRE downturn, and its expectations that asset quality will improve and capitalization will remain strong over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS CMTG's ratings could be upgraded if the company: 1) improves its funding profile by reducing its reliance on confidence-sensitive secured borrowings, 2) increases its business diversification while maintaining good asset quality, 3) continues to demonstrate strong, predictable profitability, and 4) maintains high capital levels and low leverage that compare favorably to peers. CMTG's ratings could be downgraded if the company: 1) experiences a material deterioration in asset quality and profitability, or 2) increases its leverage (debt/equity) ratio above 3.5x given the current portfolio mix. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. CONCORD INC: Seeks to Use $70,000 of Cash Collateral ---------------------------------------------------- Concord, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Georgia a supplement to its motion, dated November 2, 2021, to incur postpetition debt. By the supplement motion, the Debtor, in the alternative, asks the Court for authority to use, pursuant to a proposed budget, cash collateral consisting of $70,000 in sales proceeds to pay for the Debtor's operating expenses while the Debtor sells its locations. The Debtor previously had eight locations. One has closed and another has been sold. The Carlton's location that was sold resulted in net proceeds of $190,000 that is currently being held in the Debtor's counsel's IOLTA account. The Debtor's counsel and the counsel of First Horizon Bank have conferred the filing of the current supplement motion. The Debtor proposes that First Horizon will continue to receive the same adequate protection as in the final cash collateral order: a replacement lien on all tangible and intangible personal property, to the extent and validity of those liens that existed pre-petition and payment, which can be waived at the discretion of First Horizon. In addition, Iberiabank Corporation asserts a first priority security interest in all property of the Debtor. The U.S. Small Business Administration and McKesson Corporation assert a second and third priority interest in Cash Collateral, respectively. As adequate protection for these Lenders' interest in the cash collateral, the Lenders shall have a valid, perfected and continuing security interest in, and liens on all of the Debtor's postpetition assets, of the same character, extent and validity as the liens of the Lenders that attached to the Debtor's assets prepetition. A copy of the supplement to the motion is available for free at https://bit.ly/3bQav4l from PacerMonitor.com. About Concord Inc. Founded in Philadelphia in 1983, Concorde has distinguished itself as a leader in the provision and management of driver qualification file management, substance abuse programs, physical examinations, regulatory compliance consulting, occupational health and safety services, policy development and consulting, and employee background screening. Concord, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-52482) on March 26, 2021. At the time of the filing, the Debtor disclosed $1,000,001 to $10,000,000 in both assets and liabilities. Will B. Geer, Esq., at Wiggam & Geer, LLC, serves as the Debtor's counsel. CONTINENTAL RESOURCES: S&P Rates New Senior Unsecured Notes 'BB+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery ratings to U.S.-based crude oil and natural gas exploration and production company Continental Resources Inc.'s proposed private placement of senior unsecured notes due 2026 and 2032. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery of principal to creditors in the event of a payment default. The notes will rank equally with the company's outstanding senior unsecured notes. Continental will primarily use the proceeds from these offerings to partly fund its $3.25 billion acquisition of Delaware Basin assets from Pioneer Natural Resources. S&P's 'BB+' issuer credit rating and positive outlook on Continental are unchanged. DIOCESE OF WINONA-ROCHESTER: Court Approves Bankruptcy Plan ----------------------------------------------------------- Winona Post reports that on Nov. 9, 2021, in the United States Bankruptcy Court for the District of Minnesota, a joint Reorganization Plan was approved between sexual abuse survivors and the Diocese of Winona. The Reorganization Plan incorporates Child Protection Protocols the Diocese must adhere to and nearly $28 million in settlements between survivors and the Diocese of Winona, parishes and schools, and two insurers, LMI and Interstate. The largest insurer in the case, United States Fire Insurance Company, is not released under the plan; the plan provides for continued litigation against this insurance carrier. This is unprecedented, with all other Catholic bankruptcy cases ending in consensual resolution including a release for all major insurers. The Diocese of Winona filed for Chapter 11 bankruptcy in November 2018 after numerous sexual abuse survivors brought claims against the Diocese during the Minnesota Child Victims Act. It is the last Catholic diocese in Minnesota to emerge from reorganization. "This moment, this settlement is made after years and decades of suffering by survivors – it is the survivors who deserve the credit for forcing the diocese and bishops to clean it up." said attorney Jeff Anderson. "Through courage and persistence, survivors' voices have made Minnesota safer for other kids – they saved them from the horror they had to endure." "I welcome today's announcement. I want to express my sincere apology to all those who have been affected by sexual abuse in our Diocese," Bishop John M. Quinn said. "My prayers go out to all survivors of abuse and I pledge my continuing commitment to ensure that this terrible chapter in the history of the Diocese of Winona-Rochester never happens again." The Diocese of Winona-Rochester filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on Nov. 30, 2018. Since then, the diocese has worked toward an agreement with abuse survivors for a resolution of all sexual abuse claims against the diocese and non-diocesan Catholic entities within the Diocese. The order confirming the Diocese’s Chapter 11 Plan of Reorganization is available at www.dowr.org/reorganization/index.html. This webpage includes other reorganization-related information, such as public statements, legal documents, a list of clergy credibly accused of abuse of minors, frequently asked questions, how to report abuse, and safe environment resources. "This Plan of Reorganization represents the culmination of several years of respectful negotiations among all the parties involved," Bishop Quinn added. "It is our responsibility to assist survivors of sexual abuse with this financial settlement. In addition, we remain committed to the ongoing process of restorative justice. Jesus Christ started his ministry by healing others, and the Church is called to continue that ministry." About Diocese of Winona-Rochester The Diocese of Winona-Rochester was established on Nov. 26, 1889 when Pope Leo XIII issued the apostolic constitution which erected the diocese, and set its geographical boundaries. The Diocese encompasses the 20 southernmost counties of the state of Minnesota and measures 12,282 square miles. The Diocese is home to 107 parishes, four high schools, 30 junior high, elementary, or preschools, and Immaculate Heart of Mary Seminary in Winona. The Diocese of Winona-Rochester is headquartered at the Diocesan Pastoral Center in Winona, Minnesota. The Diocese of Winona-Rochester sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 18-33707) on Nov. 30, 2018. In the petition signed by Reverend Monsignor Thomas P. Melvin, vicar general, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge William J. Fisher oversees the case. The Debtor tapped Bodman PLC as bankruptcy counsel, Restovich Braun & Associates as local counsel, Burns Bowen Bair LLP as special insurance litigation counsel, and Alliance Management, LLC as financial consultant. The U.S. Trustee for Region 12 appointed the official committee of unsecured creditors in the Debtor's Chapter 11 case on Dec. 19, 2018. The committee is represented by Stinson Leonard Street, LLP. EATERTAINMENT MILWAUKEE: Seeks to Hire Chief Restructuring Officer ------------------------------------------------------------------ Eatertainment Milwaukee, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to hire Joshua Marcus Moak, Esq., a Los Angeles-based attorney, as its chief restructuring officer. The CRO will render these services: a. assist the Debtor and its legal counsel in evaluating strategies for reorganization; b. negotiate with various stakeholders of the Debtor regarding the possible financial restructuring of their claims or interests in the Debtor; and c. undertake other activities approved by the Debtor or its legal counsel. Mr. Moak will be paid at the rate of $500 per hour for his services. As disclosed in court filings, Mr. Moak neither holds nor represents any interest adverse to the interest of the Debtor's estate. The CRO can be reached at: Joshua Marcus Moak P.O. Box 691276 Los Angeles, CA 90069 Phone: (561) 414-1412 About Eatertainment Milwaukee LLC Eatertainment Milwaukee, LLC, a Milwaukee, Wis.-based company in the restaurant industry, filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Wis. Case No. 21-25733) on Oct. 29, 2021, listing as much as $10 million in both assets and liabilities. Judge Katherine M. Perhach presides over the case. Paul G. Swanson, Esq., at Steinhilber Swanson LLP and Joshua Marcus Moak, Esq., a Los Angeles-based attorney, serve as the Debtor's bankruptcy attorney and chief restructuring officer, respectively. EVERBUILDING GROUP: Taps William Timothy Stone as CRO ----------------------------------------------------- EverBuilding Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire William Timothy Stone as chief restructuring officer. The services that will be provided by the CRO include: (a) advising the Debtor as to its rights, duties and powers under the Bankruptcy Code; and (b) preparing and filing statements of financial affairs, bankruptcy schedules, Chapter 11 plans, and other documents. Mr. Stone disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Everbuilding Group Inc. EverBuilding Group, Inc. filed a petition for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 21-02847) on Sept. 17, 2021, disclosing under $1 million in both assets and liabilities. Judge Marian F. Harrison oversees the case. The Debtor is represented by Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC. William Timothy Stone serves as the Debtor's chief restructuring officer. EXPRESS GRAIN: Wins Cash Collateral Access Thru Nov 30 ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Mississippi has authorized Express Grain Terminals, LLC and its affiliates to, among other things, use cash collateral on an interim basis and provide adequate protection. The Debtors assert that an immediate need exists for the Business Debtors to use cash collateral in order to continue essential operations, acquire goods and services, and pay other necessary and essential business expenses. UMB Bank, N.A., the Debtors' principal secured lender, asserts various interests in substantially all of the Business Debtors' personal and real property including, without limitation, inventory, farm products, and accounts receivable. Further, the Bank asserts interests in Cash Collateral including, without limitation, the cash constitutes proceeds of the Collateral and, therefore, constitutes cash collateral within the meaning of Bankruptcy Code section 363(a). StoneX Commodity Solutions LLC f/k/a FC Stone Merchant Services LLC, Macquarie Commodities (USA) Inc., UMB, and several other interested parties (including production lenders) assert lien and/or ownership interests in certain pre-petition soybeans and corn stored by one or more of the Business Debtors. The Pre-Petition Grain was generally held in common storage and not segregated by the party asserting ownership and/or lien rights in such Pre-Petition Grain. Accordingly, the proceeds from the use and sale of the Pre-Petition Grain may also be considered, at least in part, Cash Collateral. In the ordinary course of the Business Debtors' operations, the Business Debtors maintain certain bank accounts with UMB, which provide established mechanisms for the collection, management, and disbursement of funds used in the Business Debtors' operations. The Business Debtors also maintain bank accounts with BankPlus. After the Petition Date, Express Grain Terminals, LLC received sale proceeds for the sale of soybeans in the amount of $4,614,293 which, pursuant to previous Order of the Court, are currently being held in DIP Accounts maintained by UMB. The Business Debtors are also permitted to continue to manage collection and disbursement of its cash utilizing its Cash Management System in the ordinary course of business consistent with its prepetition practices, and to collect and disburse cash in accordance with the Cash Management System. The Business Debtors will continue their Cash Management System with UMB. The Business Debtors also will continue to take steps to close all existing banking accounts at other financial institutions and centralize their depository accounts with UMB. The Business Debtors will continue to maintain a separate DIP Account at UMB holding the $4,614,293 in sale proceeds from the sale of soybeans, which were received after the Petition Date. As adequate protection for the Debtors' use of cash collateral, the Bank is granted replacement security interests in, and liens on, all post-Petition Date acquired property of the Business Debtors and the Business Debtors' bankruptcy estates to the extent of the validity and priority of such interests, liens, or security interests, if any. To the extent the Replacement Liens prove inadequate to protect the Bank from a demonstrated diminution in the value of the Bank's collateral position from the Petition Date, the Bank is granted an administrative expense claim under section 503(b) of the Bankruptcy Code with priority in payment under section 507(b). The Debtor's authority to use cash collateral and the Pre-Petition Grain will expire unless extended by further order of the Court or by express written consent of UMB and the other Pre-Petition Grain Interest Holders, on the earlier of (i) November 30, 2021; (ii) the first business day after the date of the final hearing on the Debtor's use of Cash Collateral and Pre-Petition Grain (and proceeds therefrom); (iii) the failure of the Debtors to comply with any provision of the Order; (v) the entry of an order authorizing, or if there shall occur, a conversion or dismissal of this case under Code section 1112; (v) the entry of an order appointing a trustee, or appointing an examiner with powers exceeding those set forth in Code section 1106(b); (vi) the closing of a sale of all or a substantial portion of the assets of the Business Debtors; (vii) the cessation of day-to-day operations of the Business Debtors; (viii) any loss of accreditation or licensing of the Business Debtors that would materially impede or impair the Business Debtors' ability to operate as a going concern; (ix) the termination of the Interim CRO or the failure to obtain an order of the Court approving the appointment of the Interim CRO on a final basis within 30 days from the date of entry of the Order; (x) the failure of the Business Debtors to receive Pre-Petition Beam Proceeds sufficient to cover the Third Party Proceeds attributable to the use and/or sale of Pre-Petition Grain; and (xi) any material provision of the Order for any reason ceases to be enforceable, valid, or binding upon the Debtors. A further interim hearing on the matter is scheduled for November 30 at 10:30 a.m. A copy of the order and the Debtors' budget through the week ending February 4, 2022 is available at https://bit.ly/3kfmop9 from PacerMonitor.com. The budget provided for $2,947,715 in total operating disbursements for the week ending November 5 and $2,544,530 for the week ending November 12. About Express Grains Terminals Greenwood, Mississippi-based Express Grain Terminals, LLC, produces soy products such as oil and biodiesel. Express Grains Terminals sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 21- 11832) on Sept. 29, 2021. In the petition signed by John Coleman as member, Express Grains Terminals estimated assets of between $10 million and $50 million and estimated liabilities of between $50 million and $100 million. Judge Selene D. Maddox oversees the case. The Law Offices of Craig M. Geno, PLLC, is the Debtor's counsel. UMB Bank, N.A., as lender, is represented by Spencer Fane LLP. FIRST CHICAGO: A.M. Best Hikes Fin. Strength Rating to B(Fair) -------------------------------------------------------------- AM Best has upgraded the Financial Strength Rating (FSR) to B (Fair) from B- (Fair) and the Long-Term Issuer Credit Rating (Long-Term ICR) to "bb" (Fair) from "bb-" (Fair) of First Chicago Insurance Company (FCIC). Concurrently, AM Best has upgraded the FSR to C++ (Marginal) from C+ (Marginal) and the Long-Term ICR to "b" (Marginal) from "b-" (Marginal) of United Security Health and Casualty Insurance Company (USHC), a wholly owned subsidiary of FCIC. The outlook of these Credit Ratings (ratings) is stable. Both companies are domiciled in Bedford Park, IL. The ratings of FCIC reflect its balance sheet strength, which AM Best assesses as adequate, as well as its adequate operating performance, limited business profile and marginal enterprise risk management (ERM). The rating upgrades reflect FCIC's ability to maintain risk-adjusted capitalization at the very strong level, as measured by Best's Capital Adequacy Ratio (BCAR), while organically growing surplus through underwriting, investment and other income. However, underwriting leverage metrics remain significantly elevated when compared with the private passenger nonstandard auto composite, driven by above-average premium and reserves relative to surplus. The investment portfolio is anchored in fixed-income securities with solid liquidity and enhanced by an increasing stream of fee income, partially offset by above common stock leverage. Operating performance is expected to remain profitable, as measured by the combined ratio, which has been consistently below breakeven and in line with adequate performers. FCIC's limited business profile reflects operations that are focused largely on nonstandard auto and taxi livery business with a geographic footprint concentrated in Midwestern states. FCIC's management continues to enhance the ERM framework and integrate a more formalized structure into its process. The ratings of USHC reflect its balance sheet strength, which AM Best assesses as weak, as well as its marginal operating performance, very limited business profile and marginal ERM. The rating upgrades reflect improvement in operating results in recent years, driven by expansion of the auto program. While historical trends have been inconsistent, prospective volatility of key metrics is expected to be lower due to the company's continued focus on nonstandard auto products and run-off of its accident and health business. The balance sheet strength reflects a dependence on capital contributions, which has been the main driver of surplus growth in the most recent five-year period. Prior to 2021, substantial premium growth outpaced surplus advances by a wide margin. The business profile reflects narrow product offerings as insurance exposures are concentrated in automobile products primarily in Arkansas and Indiana. Uncertainty exists regarding prospective results as the company continues to expand geographically. The ERM program is coordinated with FCIC and continues to evolve. GBT TECHNOLOGIES: Incurs $430K Net Loss in Third Quarter -------------------------------------------------------- GBT Technologies Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $429,931 on $45,000 of sales for the three months ended Sept. 30, 2021, compared to a net loss of $325,299 on $45,000 of sales for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $32.85 million on $135,000 of sales compared to a net loss of $13.93 million on $135,000 of sales for the nine months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $2.96 million in total assets, $31.87 million in total liabilities, and a stockholders' deficit of $28.91 million. GBT stated, "We intend to continue to make investments to support our business growth and we will require additional funds to respond to business challenges, including the need to develop new features and products or enhance our existing products, improve our operating infrastructure or acquire complementary businesses and technologies. Further, we need additional capital to continue operations. Accordingly, we need to engage in equity or debt financings to secure additional funds. We expect that we have sufficient capital to maintain operations through the end of 2021. In order to fully implement our business plan, we will need to raise $10,000,000. The Company will need to raise additional capital in the future of which there is no guarantee that the Company will be able to successfully raise such capital on acceptable terms. With the current cash on hand, cash in our attorney's trust account and additional cash anticipated to be raised in the future, we believe we will have sufficient cash to meet our obligations for the next 12 months." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001471781/000173112221001813/e3241_10-q.htm About GBT Headquartered in Santa Monica, CA, GBT Technologies, Inc. is targeting growing markets such as development of Internet of Things (IoT) and Artificial Intelligence (AI) enabled networking and tracking technologies, including wireless mesh network technology platform and fixed solutions, development of an intelligent human body vitals device, asset-tracking IoT, and wireless mesh networks. The Company derived revenues from the provision of IT services. The Company is seeking to generate revenue from the licensing of its technology. GBT Technologies reported a net loss of $17.99 for the year ended Dec. 31, 2020, compared to a net loss of $186.51 for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $3 million in total assets, $34.15 million in total liabilities, and a total stockholders' deficit of $31.15 million. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 31, 2021, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. GEX MANAGEMENT: Hudgens CPA Replaces Slack & Co as Auditor ---------------------------------------------------------- The Board of Directors of GEX Management, Inc approved the engagement of Hudgens CPA PLLC as the company's new independent registered public accounting firm for the year ending Dec. 31, 2021 and review the interim quarterly financial statements for the period ended Sept. 30, 2021. In connection with the selection of Hudgens, the company dismissed Slack & Company as its independent registered public accounting firm. During the years ended Dec. 31, 2018, 2019 and 2020, and the subsequent interim period through June 30, 2021, there were no (1) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Slack & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Slack & Co., would have caused Slack & Co. to make reference to the subject matter of the disagreement in their reports, or (2) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The audit reports of Slack & Co. on GEX's consolidated financial statements as of and for the years ended Dec. 31, 2018, 2019 and 2020, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended Dec. 31, 2020, 2019, 2018, 2017 and 2016, and the subsequent interim period through June 30, 2021, neither GEX nor anyone on its behalf has consulted Hudgens with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the company's consolidated financial statements or the effectiveness of internal control over financial reporting, where either a written report or oral advice was provided to the company that Hudgens concluded was an important factor considered by the company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). About GEX Management GEX Management -- http://www.gexmanagement.com-- is a management consulting company providing Strategy and Enterprise Technology Consulting solutions to public and private companies across a variety of industry sectors. GEX Management reported a net loss of $224,947 in 2020, a net loss of $100,200 in 2019, and a net loss of $5.10 million in 2018. As of June 30, 2021, the Company had $3.40 million in total assets, $5.05 million in total liabilities, and a total shareholders' deficit of $1.64 million. GIRARDI & KEESE: Erika, GK Trustee Colluded in Shakedown, Firm Says ------------------------------------------------------------------- Brandon Lowrey of Law360 reports that a Chicago law firm alleged Tuesday that an attorney for Girardi Keese's bankruptcy trustee threatened to release damaging information in a "bizarre shakedown" to protect Erika Girardi, the reality-TV star wife of the bankrupt firm's founder. Edelson PC, which discovered last year that its co-counsel at Girardi Keese had stolen settlement funds from their mutual clients, claimed that Erika Girardi and the bankruptcy trustee for her husband's defunct firm are colluding "to thwart Edelson's investigation so as to protect their own interests at the expense of the clients. "The accusations were the latest volley in an increasingly sensational fight over money." About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com An involuntary Chapter 7 petition was also filed against Thomas Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7 trustee can be reached at: Jason M. Rund Email: trustee@srlawyers.com 840 Apollo Street, Suite 351 El Segundo, CA 90245 Telephone: (310) 640-1200 Facsimile: (310) 640-0200 GLOBAL BRANDS GROUP: Bermuda Court Orders Wind Down --------------------------------------------------- Ben Unglesbee of RetailDiver reports that, according to a securities filing, Global Brands Group is moving to wind down following a Bermuda court order to do so from Nov. 5, 2021. Global Brands, which both owns its own brands and makes products for others, has been trying to restructure after sales declines and losses constrained its ability to service its debt. The company's U.S. business filed for Chapter 11 in July with the aim of selling off assets. When GBG USA filed for bankruptcy this summer, the business was "running on fumes," according to its chief financial officer. That arm is just one unit in a global conglomerate that took a massive financial hit with the pandemic. The parent, once part of the Li & Fung supply chain conglomerate, has been trying for more than a year to stabilize itself and forge a deal with creditors. Not long before its North American unit went into bankruptcy, Global Brands' shares stopped trading on the Hong Kong stock exchange after the company failed to produce financials amid a fire sale of assets and creditor negotiations. Last November, CEO Rick Darling said the company had faced challenges that were "unimaginable" and included the temporary store closures of its retail clients in the early part of 2020. That led revenue to fall by 46% and net loss to grow 37%. Earlier this month, Global Brands said it has "continued to face increasingly serious liquidity issues." In response, its European wholesale business minimized all payments deemed not critical to the company. But the situation deteriorated all the same, and the unit's executives informed the Global Brands board it would not survive as a going concern. Under pressure, and unable to come up with a restructuring agreement, Global Brands filed an application with the Bermuda court to wind down. Amid the financial turmoil of this year, Global Brands has been selling off assets. This month it completed the sale of the Fiorelli brand to Centric Brands. The U.S. unit has sold its Aquatalia and Ely & Walker brands in bankruptcy, and is also looking to sell its Airband, MagnaReady, Yarrow, B New York and Juniper unltd brands, among other assets. Earlier this year, Global Brands also sold off its South Korean Spyder business to a private equity firm, and the company's previous licenses from Authentic Brands under the Spyder and Frye brands have been reassigned to other operators. About Global Brands Group Global Brands Group Holding Limited is a branded apparel and footwear company. It designs, develops, markets and sells products under a diverse array of owned and licensed brands. GBG USA, Inc. is a company incorporated under the laws of Delaware and is an indirect wholly-owned subsidiary of Global Brands Group Holding Limited (SEHK Stock Code: 787). It is primarily engaged in operating the wholesale and direct-to-consumer footwear and apparel business in North America. The Group's European wholesale business operates under legal entities entirely separate and independent from the wholesale business in North America. The Group's global brand management business operates on a different business model and is distinctly separate from the wholesale businesses in North America and Europe. On Sept. 10, 2021 (Bermuda time), the Global Brands Group filed in the Supreme Court of Bermuda an application ("PL Application") for the appointment of John C. McKenna of Finance & Risk Services Ltd. as provisional liquidator of the Company (the "PL") on a "limited powers" basis for restructuring purposes only. GBG USA and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In its petition, GBG listed between $1 billion and $10 billion in both assets and liabilities. The cases are handled by Judge Michael E. Wiles. In the U.S. cases, the Debtors tapped Willkie Farr & Gallagher LLP as legal counsel, Ankura Consulting Group LLC as financial advisor, and Ducera Partners LLC as investment banker. Alan M. Jacobs, president of AMJ Advisors LLC, serves as the Debtor's chief strategy officer. Prime Clerk, LLC, is the claims and noticing agent and administrative advisor. Moses & Singer, LLP serves as legal counsel to the first lien admin agent, first lien collateral agent and second lien collateral agent. The pre-bankruptcy first lien lenders are represented by Linklaters, LLP while ReStore Capital, LLC, as DIP administrative and collateral agent, is represented by Dechert LLP. The Official Committee of Unsecured Creditors tapped Stroock & Stroock & Lavan, LLP and FTI Consulting, Inc., as the committee's legal counsel and financial advisor, respectively. GOLDEN WEST: S&P Assigned 'B-' ICR, Outlook Stable -------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Golden West Packaging Group LLC. S&P said, "At the same time, we assigned our 'B-' issue-level and '3' recovery ratings to the company's proposed $290 million first-lien term loan due in 2027 and $30 million revolver due in 2026. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. "The stable outlook reflects our expectation that S&P Global Ratings-adjusted debt to EBITDA will be about 6x in the next 12 months. "Our rating reflects Golden West's niche position in the fragmentated and competitive fiber-based packaging industry, high leverage profile, and ownership by a financial sponsor. Golden West was formed in 2017 through an acquisition of four sheet plants and sheet feeder in Northern California. The company has since expanded through additional acquisitions, focused solely on the West Coast, and operates 10 sheet plant facilities, 9 distribution facilities, and 2 corrugators / sheet feeders, with an additional manufacturing facility from the contemplated acquisition that will focus on quick-turn brown box packaging. The company competes in the highly fragmented and competitive fiber-based packaging industry, focused solely on small-to-medium production run volumes. In our view, Golden West has limited size and scope of operations. Unlike some of the larger vertically integrated players that benefit from cost and raw material advantages across the supply value chain, Golden West is an independent converter. The company differentiates itself by its ability to offer short-run and customized-product solutions for small-medium sized businesses. Corrugated packaging products comprise about two-thirds of the company's net sales. In our view, Golden West's EBITDA margins are lower than those of peers in the packaging industry, although this is somewhat offset by its relatively low capital intensity. The company also boasts expertise within its niche market position, long-tenured customer relationships, and modestly diversified end market mix. Golden West's top 10 customers have an average relationship tenure of more than 10 years, and the top five of more than 15 years. As of August 2021, the company's net sales cater to 31% wine, food & beverage, 25% produce, 15% distributor, 12% manufacturing & industrial, 9% consumer products, and 8% health and beauty. A significant majority of Golden West's business is on a purchase order basis, where pricing can be determined at time of order, allowing the company to pass through material cost increases typically within 30 to 60 days, which should help mitigate raw material input cost volatility. "Pro forma for the transaction, Golden West's S&P Global Ratings-adjusted debt to EBITDA will be about 6x. We anticipate Golden West will continue to expand its scale and earnings as it benefits from recent and proposed acquisitions. In addition, we expect the company to maintain relatively steady profitability, with adjusted EBITDA margins in the high-single-digit percent area. We anticipate that Golden West will generate good cash flow and maintain an adequate liquidity position over the next 12 months aided by relatively low maintenance capital expenditure requirements. Although we expect the company will focus on organic growth opportunities and operational improvements, in our view, future acquisitions as part of its broader growth strategy could inhibit meaningful deleveraging. "The stable outlook on Golden West reflects our expectation that S&P Global Ratings-adjusted debt to EBITDA will be about 6x. Our forecast assumes improving operating performance as the company continues to expand its scale and earnings from recent and proposed acquisitions." S&P could lower its ratings in the next 12 months if: -- Liquidity becomes constrained; or -- S&P comes to view the company's capital structure as unsustainable over the long term, even if it does not expect a near-term credit or payment crisis. This could occur if: -- The company's operating performance deteriorates due to, for example, weaker than expected earnings and significant cost increases with an inability to pass through higher costs to customers, such that its credit metrics significantly weaken; or -- Its interest coverage ratio falls below 1.0x; or -- The company pursues aggressive debt-funded acquisitions or shareholders returns. Although unlikely over the next 12 months, S&P could raise its rating on Golden West if: -- The company achieves revenue growth and profitability enhancement such that S&P Global Ratings-adjusted debt to EBITDA improves well below 6x on a sustained basis; -- Free operating cash flow (FOCF) to debt improves to the high-single-digit percent area on a consistent basis; and -- S&P views the company has demonstrated disciplined financial policies, and believe its owners are supportive of sustained debt leverage well below 6x. GPSPRO LLC: Wins Final Cash Collateral Access --------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada has authorized GPSPRO, LLC to use cash that may constitute cash collateral, on a final basis in accordance with the budget, with a 15% weekly variance. The Debtor would not have sufficient available sources of working capital to operate its business in the ordinary course or to maintain the property while it seeks reorganize without the use of cash collateral. The Court found that no party has demonstrated that the value of the Revenues and Deposit Accounts is diminishing. If any party has an interest in the Revenues and Deposit Accounts, it is protected by an equity cushion and the Debtor's continued operation of its business, the Court said. The Revenues and Deposit Accounts are not cash collateral based on the equities of the case, the Court further ruled. A copy of the final order and the Debtor's budget through the week beginning October 18, 2021, is available for free at https://bit.ly/3EVvFdO from PacerMonitor.com. About GPSPRO LLC GPSPRO, LLC, is a Wyoming limited liability company that develops and provides GPS tracking, dispatching software and telematics devices for the management of fleet vehicles. GPSPRO, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 21-13055) on June 16, 2021, disclosing total assets of up to $50,000 and total liabilities of up to $1 million. The Debtor is represented by Garman Turner Gordon, LLP. GTT COMMUNICATIONS: 341(a) Meeting Set for Dec. 22 -------------------------------------------------- The U.S. Trustee for Region 2 will convene a meeting of creditors of GTT Communications Inc. and its debtor-affiliates on Dec. 22, 2021 at 12:00 p.m. (Prevailing Eastern Time). The meeting may be continued or adjourned to a later date. If so, the date will be on the court docket. The Debtor's representative must attend the meeting to be questioned under oath. Creditors may attend, but are not required to do so. About GTT Communications Headquartered in McLean, Virginia, GTT Communications, Inc. -- http://www.gtt.net/-- owns and operates a global Tier 1 internet network and provides a comprehensive suite of cloud networking services. GTT connects people across organizations, around the world, and to every application in the cloud. GTT Communications, Inc., and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 21-11880) on Oct. 31, 2021, to implement a prepackaged Chapter 11 plan. GTT had total assets of $2.8 billion and total debt of $4.1 billion as of June 30, 2201. As of the Petition Date, the Debtors had prepetition funded indebtedness totaling $2.015 billion. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as counsel; TRS Advisors as investment banker; and Alvarez & Marsal, LLC, as restructuring advisor. Prime Clerk, LLC, is the claims agent. GULF COAST HEALTH: Seeks to Hire Ankura as Restructuring Advisor ---------------------------------------------------------------- Gulf Coast Health Care, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Ankura Consulting Group, LLC and designate the firm's senior managing directors, Benjamin Jones and Russell Perry, as chief restructuring officer and assistant CRO, respectively. The specific tasks that the restructuring officers and other Ankura professionals will perform are as follows: a. assist in reviewing and assessing the Debtors' 13-week cash flows; b. assist in reviewing the Debtors' liquidity management; c. assist in financing issues including the preparation of reports and liaising with creditors; d. assist in preparing analyses at the direction of the Debtors' legal counsel in connection with liquidity and related matters; e. assist in the formulation, development, negotiation and implementation of a plan of liquidation and related disclosure statement, including the analysis of potential claims and causes of action in connection with the preparation of a liquidation analysis; and f. perform other restructuring tasks. The firm will be paid as follows: Senior Managing Director/ $900 - $1,155 per hour Managing Director Senior Director/Director $610 - $870 per hour Senior Associate/Associate $410 - $575 per hour Paraprofessionals $275 - $330 per hour Ankura received $300,000 as an initial retainer to prepare and file the Debtors' Chapter 11 cases. In the 90 days prior to the petition date, Ankura received additional retainers and payments totaling $1.15 million. Mr. Jones disclosed in court filings that his firm is a "disinterested person" as that term is defined by Section 101(14) of the Bankruptcy Code. The firm can be reached through: M. Benjamin Jones Russell A. Perry Ankura Consulting Group, LLC 485 Lexington Avenue, 10th Floor New York, NY 10017 Phone: +1 212 818 1555 Mobile: +1 917 273 9748 Email: ben.jones@ankura.com russell.perry@ankura.com About Gulf Coast Health Care Gulf Coast Health Care, LLC is a licensed operator of 28 skilled nursing facilities comprising nearly 3,350 licensed beds across Florida, Georgia, and Mississippi. It provides short-term rehabilitation, comprehensive post-acute skilled care, long-term care, assisted living, and therapy services in each of its facilities. Gulf Coast Health Care and 61 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11336) on Oct. 14, 2021. In the petition signed by Benjamin M. Jones as chief restructuring officer, Gulf Coast Health Care listed up to $50 million in assets and up to $500 million in liabilities. The cases are handled by Judge Karen B. Owens. The Debtors tapped McDermott Will & Emery LLP and Ankura Consulting Group LLC as legal counsel and restructuring advisor, respectively. M. Benjamin Jones of Ankura serve as the Debtors' chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims, noticing and administrative agent. On Oct. 25, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Greenberg Traurig, LLP. GULF COAST HEALTH: Seeks to Hire McDermott Will & Emery as Counsel ------------------------------------------------------------------ Gulf Coast Health Care, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ McDermott Will & Emery, LLP to serve as legal counsel in their Chapter 11 cases. The firm's services include: a) advising the Debtors with respect to their powers and duties in the continued management and operation of their business and properties; b) advising and consulting on the conduct of the cases, including all of the legal and administrative requirements of operating in Chapter 11; c) attending meetings and negotiating with representatives of creditors, equity holders and other parties-in-interest; d) taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which they are involved, including objections to claims filed against the estates; e) preparing legal papers; f) advising the Debtors in connection with any potential sale of assets or transfer of operations; g) appearing before the bankruptcy court and any appellate courts; h) advising the Debtors regarding tax matters; i) assisting the Debtors in reviewing, assessing, estimating and resolving claims asserted against the estates; j) advising the Debtors regarding insurance and regulatory matters; k) commencing and conducting litigation to assert rights held by the Debtors, protect assets of the estates, or otherwise further the goals of the Debtors in their bankruptcy cases; l) taking any necessary action on behalf of the Debtors to negotiate, prepare and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan; and m) performing all other necessary legal services for the Debtors. The firm's hourly rates are as follows: Partners $1,050 - $1,765 per hour Associates $605 - $1,065 per hour Paraprofessionals $200 - $695 per hour McDermott will also be reimbursed for out-of-pocket expenses incurred. Daniel Simon, Esq., a partner at McDermott, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daniel M. Simon, Esq. McDermott Will & Emery, LLP 1180 Peachtree Street, NE, Suite 3350 Atlanta, GA 30309 Tel: + 404-260-8535 Fax: + 404-393-5260 Email: dmsimon@mwe.com About Gulf Coast Health Care Gulf Coast Health Care, LLC is a licensed operator of 28 skilled nursing facilities comprising nearly 3,350 licensed beds across Florida, Georgia, and Mississippi. It provides short-term rehabilitation, comprehensive post-acute skilled care, long-term care, assisted living, and therapy services in each of its facilities. Gulf Coast Health Care and 61 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11336) on Oct. 14, 2021. In the petition signed by Benjamin M. Jones as chief restructuring officer, Gulf Coast Health Care listed up to $50 million in assets and up to $500 million in liabilities. The cases are handled by Judge Karen B. Owens. The Debtors tapped McDermott Will & Emery LLP and Ankura Consulting Group LLC as legal counsel and restructuring advisor, respectively. M. Benjamin Jones of Ankura serve as the Debtors' chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims, noticing and administrative agent. On Oct. 25, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Greenberg Traurig, LLP. GULF COAST HEALTH: Taps Epiq Corporate as Administrative Advisor ---------------------------------------------------------------- Gulf Coast Health Care, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Corporate Restructuring, LLC as administrative advisor. The firm's services include: (a) assisting with, among other things, solicitation, balloting and tabulation of votes, preparing reports in support of confirmation of a Chapter 11 plan, and processing requests for documents; (b) preparing an official ballot certification and, if necessary, testifying in support of the ballot tabulation results; (c) assisting in the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gathering data in conjunction therewith; (d) providing a confidential data room, if requested; and (e) managing and coordinating any distributions pursuant to a Chapter 11 plan. The firm's hourly rates are as follows: Clerical/Administrative Support $25 - $55 per hour IT/Programming $55 - $85 per hour Project Managers/Consultants/Directors $85 - $175 per hour Solicitation Consultant $175 per hour Executive VP, Solicitation $190 per hour Executives No Charge Epiq received a retainer in the amount of $25,000. Brian Hunt, consulting director at Epiq, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian Hunt Epiq Corporate Restructuring, LLC 777 Third Avenue 11th and 12th Floors New York, NY 10017 Phone: +1 212 225 9200 About Gulf Coast Health Care Gulf Coast Health Care, LLC is a licensed operator of 28 skilled nursing facilities comprising nearly 3,350 licensed beds across Florida, Georgia, and Mississippi. It provides short-term rehabilitation, comprehensive post-acute skilled care, long-term care, assisted living, and therapy services in each of its facilities. Gulf Coast Health Care and 61 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11336) on Oct. 14, 2021. In the petition signed by Benjamin M. Jones as chief restructuring officer, Gulf Coast Health Care listed up to $50 million in assets and up to $500 million in liabilities. The cases are handled by Judge Karen B. Owens. The Debtors tapped McDermott Will & Emery LLP and Ankura Consulting Group LLC as legal counsel and restructuring advisor, respectively. M. Benjamin Jones of Ankura serve as the Debtors' chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims, noticing and administrative agent. On Oct. 25, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Greenberg Traurig, LLP. HERTZ GLOBAL: Urges to Dismiss Wells Fargo's $272M Payoff Demand ---------------------------------------------------------------- Leslie Pappas of Law360 reports that Hertz Global urged a Delaware bankruptcy court on Tuesday, Nov. 9, 2021, to dismiss a demand from Wells Fargo Bank NA for $272 million in early payoff premiums on a series of bank notes, arguing that the bank's claims were already paid in full under the company's Chapter 11 plan. The auto rental company had no choice but to immediately repay the notes when it filed for bankruptcy on May 22, 2020, which automatically triggered provisions in the contracts that waived prepayment premiums for the notes, Hertz argued during a virtual hearing before U.S. Bankruptcy Judge Mary F. Walrath. Wells Fargo countered that by. About Hertz Global Holdings Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz HERTZ GLOBAL: White & Case, Simpson Thacher Steer $1.3B Offering ---------------------------------------------------------------- Tom Zanki of Law360 reports that car rental business Hertz's shares fell in debut Nasdaq trading Tuesday, November 9, 2021, following an upsized $1.3 billion public offering, guided by White & Case LLP and underwriters' counsel Simpson Thacher & Bartlett LLP, coming five months after the company exited bankruptcy. According to Law360, Hertz Global Holdings Inc. said that certain backers offered 44.5 million shares at $29 each, marking the top of its price range of $25 to $29. Hertz's selling shareholders, which include private equity and investment management firms such as Cougar Capital, Fortress Investment Group and Oaktree Capital Management, sold 7.4 million more shares than originally planned. Prior to the offering, there has been a limited public trading market for the common stock. The stock was traded on the Over-the-Counter Bulletin Board, commonly known as the OTC Bulletin Board, under the trading symbol "HTZZ." On Nov. 8, 2021, the last reported sales price of our common stock was $32.62 per share. Hertz Global (OTCPK:HTZZ) announced Nov. 8, 2021, the pricing of an upsized public offering of 44,520,000 shares of its common stock by certain stockholders of Hertz at a price to the public of $29.00 per share. Of the shares offered, Hertz expects to repurchase from the underwriters 10,344,828 shares having an aggregate purchase price of $300 million at the price to the public in the offering (the "Repurchase"). In addition, a selling stockholder has granted the underwriters a 30-day option to purchase up to an additional 6,678,000 shares of Hertz common stock. Hertz will not receive any proceeds from the sale of shares by the selling stockholders. Hertz expects to fund the Repurchase with cash on hand. The shares began trading on The Nasdaq Global Select Market on Nov. 9, 2021 under the ticker symbol "HTZ." In addition, Hertz's outstanding warrants are also trading on The Nasdaq Global Select Market under the ticker symbol "HTZWW" on that date. The offering is expected to close on November 12, 2021, subject to the satisfaction of customary closing conditions. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC are acting as lead bookrunning managers for the offering. Barclays Capital Inc. and Deutsche Bank Securities Inc. are acting as additional bookrunners, and Guggenheim Securities, LLC, BTIG, LLC, AmeriVet Securities, Inc., Loop Capital Markets, LLC and Tigress Financial Partners LLC are acting as co-managers for the offering. About Hertz Global Holdings Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz INDY RAIL: Seeks Cash Collateral Access --------------------------------------- Indy Rail Connection, Inc. asks the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, for authority to obtain the turnover of any cash collateral and use the cash collateral. The Debtor urgently needs working capital to continue its ordinary course business operations. Prior to the bankruptcy filing date, the Debtor's liquidity needs were met primarily through the daily operation of the business of the Debtor and the collection of its accounts receivable in the ordinary course of the Debtor's business. A fatal accident involving an employee of the Debtor resulted in extraordinary losses to the business that caused the Debtor to incur trade debt and short term high risk loans from several internet lenders, all of whom appear to have perfected a purported grant of a security interest in the Debtor's assets. The Debtor also became delinquent in employment taxes and the Internal Revenue Service is believed to have levied on its accounts at Star Financial Bank causing the Debtor to file for Chapter 11. In November 2020, an employee of affiliate Patton Mobile Dismantling was killed in a worksite accident that resulted in a lawsuit against several parties including the Debtor. As a result, the Debtor no longer conducts any physical work but rather contracts that out. It runs its service business using the expertise of Steve Patton for sales, his sister Becky Black for administration, and an independent contractor for execution. The Debtor believes Huntington Bank has a properly perfected secured claim against all of its assets that has priority over all other creditors. To the extent IRS has an enforceable lien that predates the petition by at least 45 days, that lien may prime Huntington. Either way, the value of cash collateral is far less than the amount of either creditors' claims and thus any interest in cash collateral is consumed by whichever is determined to be first priority. In addition, the Debtor has performed a UCC search in order to prepare its Cash Collateral Motion and analyze the position of its secured creditors and finds UCC's that purport to secure claims in favor of listed internet lenders. "No such creditor can demonstrate a valuable interest in cash collateral," the Debtor says. A copy of the motion is available at https://bit.ly/2YAO8wS from PacerMonitor.com. Indy Rail Connection, Inc. Indy Rail Connection, Inc. operates a business that offers the railroad industry safe and responsive mobile dismantling and component inspection services. It is related to Patton Mobile Dismantling which is owned and controlled by Steve Patton. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 21-05022-JMC-11) on November 5, 2021. In the petition signed by Steven H. Patton, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. KC Cohen at KC Cohen, Lawyer, PC is the Debtor's counsel. INSPIREMD INC: Incurs $4.1 Million Net Loss in Third Quarter ------------------------------------------------------------ InspireMD, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.07 million on $1.07 million of revenues for the three months ended Sept. 30, 2021, compared to a net loss of $2.23 million on $980,000 of revenues for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $10.82 million on $3.12 million of revenues compared to a net loss of $6.69 million on $2.33 million of revenues for the same period during the prior year. As of Sept. 30, 2021, the Company had $42.61 million in total assets, $5.54 million in total liabilities, and $37.06 million in total equity. InspireMD said, "As of September 30, 2021, we have the ability to fund our planned operations for at least the next 12 months from issuance date of the financial statement. However, we expect to continue incurring losses and negative cash flows from operations until our products (primarily CGuard EPS) reach commercial profitability. Therefore, in order to fund our operations until such time that we can generate substantial revenues, we may need to raise additional funds." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001433607/000149315221027504/form10-q.htm About InspireMD Inc. Headquartered in Tel Aviv, Israel, InspireMD -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $10.54 million for the year ended Dec. 31, 2020, compared to a net loss of $10.04 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $46.38 million in total assets, $5.55 million in total liabilities, and $40.83 million in total equity. INTEGRATED GLOBAL: Has Cash Collateral Access Thru Jun 2022 ----------------------------------------------------------- Integrated Global Concepts Medical Group, Inc. and DMC Inc. have informed the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, that they have reached an agreement regarding the Debtor's use of cash collateral and now wish to memorialize the terms of this agreement into an agreed order. The Debtor is attempting to reorganize its business as a going concern. To that end, the Debtor must pay some amounts toward maintenance, utilities, insurance and property taxes, to maintain its facilities at its residential apartment building located at 800 Rose, Long Beach, California and maintain tenants, the source of rental income for the Subject Property. When the bankruptcy was filed, the Subject Property had one secured creditor with an interest in rents, Federal National Mortgage Association. As part of the Bankruptcy, the Debtor seeks to pay Fannie Mac in full through a refinance of the Rose Property. Therefore, on October 20, 2021, the Debtor requested Court authority to enter into a loan with DMC for $2,600,000. The proceeds of the Loan will be used to pay Fannie Mac in full in an amount conservatively estimated at $1,800,000. If the Motion for Financing is approved, Fannie Mae will be paid in full and the Debtor will grant DMC a first deed of trust and assignment of rents on Debtor's Rose Property. Given the purported encumbrances upon the Subject Property and in anticipation of the Motion for Financing being granted, the Debtor has sought and DMC has agreed to the Debtor's use of cash collateral to pay ongoing financial needs related to the Subject Property subject to the terms and conditions of the Budget, the Stipulation and the Final Order. On October 27, 2021, the parties agreed that the Debtor may use cash collateral through June 1, 2022. The Debtor proposes to use approximately $29,836 of monthly rental income to cover monthly expenses of the Subject Property from November 2021 to June 1, 2022. The Debtor will segregate all cash collateral not spent, pending further Court order. If the Court approves the Debtor's proposal to use cash collateral and the Stipulation, the Debtor will continue to maintain rents from the Subject Property in a segregated account and will document all disbursements and make a regular accounting to this Court in its monthly operating reports. Prior to the bankruptcy filing, the Debtor employed REMCO-A Real Estate and Management Co., Inc., to collect all rents and pay all of its monthly expenses and manage the Subject Property for a fee of 5% of the total rents collected. The Debtor has continued and will continue using the properly management company's services post-petition. The Debtor contends the Lender's secured collateral is adequately protected: 1) As a rental property, the Subject Property and fixtures are one of the business' central, essential assets; 2) As such, the Subject Property generates the cash essential to the going concern; 3) The Debtor should be allowed to use the Subject Property and fixtures, and income generated from them to facilitate a successful reorganization; 4) Without the Subject Property and fixtures, and the ability to properly maintain them, there is no revenue; 5) The existence of the Subject Property, and fact the Debtor has every incentive to maintain the property and leverage its use for a reorganized going concern, provides DMC with adequate protection for its secured interests; 6) The Subject Property has a significant equity cushion that adequately protects DMC's interests; 7) The Debtor will provide monthly payments to DMC is required by the Loan; 8) The Debtor will provide financial reporting to DMC as set forth in the Stipulation; and 9) The Debtor will segregate all cash collateral not used on maintaining the Subject Property in a separate account pending further Court order as set forth in the Stipulation. A copy of the stipulation is available at https://bit.ly/3ogNIEt from PacerMonitor.com. About Integrated Global Concepts Medical Group, Inc. Integrated Global Concepts Medical Group, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-16329) on August 9, 2021. In the petition signed by Michael Brenner, president and CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Sandra R. Klein oversees the case. Vanessa M. Haberbush, Esq., at Haberbush, LLP is the Debtor's counsel. INVO BIOSCIENCE: To Regain Full U.S. Commercialization Rights ------------------------------------------------------------- INVO Bioscience, Inc. will regain full U.S. commercialization rights for its patented INVOcell device due to Ferring International Center S.A.'s termination for convenience of that certain Distribution Agreement dated Nov. 12, 2018 with INVO, which termination will officially take effect on Jan. 31, 2022. Over the past three years, INVO has been executing on a multi-faceted commercialization strategy which includes partnering to open dedicated "INVO Centers" focused on INVOcell and the IVC procedure, and establishing agreements with distributors in key markets. The terms of the U.S. Distribution Agreement had limited the number of INVO Centers that INVO was allowed to operate. INVO can now further support U.S. fertility clinicians directly as the exclusive provider of INVOcell in pursuit of the Company's mission to bring advanced fertility care to the millions of people that are without access to treatment. "The patients are at the core of our strategy, and we believe that our partnerships and multi-channel business approach can most effectively deliver treatment where it is needed," said Steve Shum, CEO of INVO. "We believe that direct access to the U.S. market enables us to aggressively pursue our mission to address and improve capacity constraints in the market, and to provide quality fertility care to the patients who need it. We have assembled a strong team of industry leaders who are highly experienced in commercializing advanced reproductive technologies. With the capital we have raised, we are well positioned to leverage their expertise and our infrastructure to accelerate adoption of INVOcell throughout all channels in the U.S. market. In our opinion, the clinical and commercial validation of INVOcell has grown tremendously over the past few years and we believe this provides a solid foundation for our strategy. Direct control of the U.S. market should now enable us to sell directly into the existing IVF clinics, expand the number of INVO Centers free of any limitations, and to aggressively pursue our market expansion to increase access to care. "We thank Ferring for their valuable partnership and contributions toward the advancement of the INVOcell technology over the past three years," stated Mike Campbell, COO and VP business development of INVO. "We are excited, and INVO is fully prepared to support and execute on the opportunities across our expanding customer base in the U.S." An Update on Recent Commercialization Milestones * Initial treatment cycles have commenced at the Company's first U.S.-based INVO Center in Birmingham, Alabama following its opening in August 2021. * The second U.S.-based INVO Center opened in Atlanta, Georgia in September 2021. The practice has begun seeing patients and will perform initial treatment cycles this week. * The first international INVO Center opened in Monterrey, Mexico on Nov. 1, 2021. The Monterrey INVO Center has begun seeing patients, with the first cycles scheduled to occur later this year. * Signed a partnership agreement with Lyfe Medical, LLC to establish and operate a INVO Center in the San Francisco Bay area to offer the INVOcell. * Completed the acquisition of a Canadian-based entity formed to offer INVOcell in Canada. * Development efforts for new branding, logos and website are underway, as well as an expanded social media presence. Rollout is expected in the coming weeks. * International distribution and INVO Center developments continue across all continents. About INVO Bioscience Sarasota, Florida-based INVO Bioscience, Inc. -- http://invobioscience.com-- is a medical device company focused on creating simplified, lower-cost treatments for patients diagnosed with infertility. The Company's solution, the INVO Procedure, is a revolutionary in vivo method of vaginal incubation that offers patients a more natural and intimate experience. Its lead product, the INVOcell, is a patented medical device used in infertility treatment and is considered an Assisted Reproductive Technology (ART). Invo Bioscience reported a net loss of $8.35 million in 2020, a net loss of $2.16 million on $1.48 million in 2019, a net loss of $3.07 million in 2018, and a net loss of $702,163 in 2017. As of June 30, 2021, the Company had $9.93 million in total assets, $5.57 million in total liabilities, and $4.36 million in total stockholders' equity. ISLAND EMPLOYEE: Taps Eaton Peabody as Special Corporate Counsel ---------------------------------------------------------------- The Island Employee Cooperative, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maine to employ Eaton Peabody, P.A. to give legal advice on corporate and cooperative-related legal issues. The firm will be paid as follows: Eric C. Marshall Attorney $300 per hour Micah A. Smart Attorney $235 per hour Lisa Waddell Paraprofessional $165 per hour Eaton Peabody holds a general security retainer in the amount of $5,000. Eric Marshall, Esq., at Eaton Peabody, disclosed in a court filing that no attorney or employee at the firm holds interests adverse to the Debtor or its estate. The firm can be reached through: Eric C. Marshall, Esq. Eaton Peabody, P.A. 80 Exchange St. P.O. Box 1210 Bangor, ME 04402-1210 Phone: 207-992-4309 Fax: 207-992-3040 Email: emarshall@eatonpeabody.com About The Island Employee Cooperative The Island Employee Cooperative, Inc., doing business as 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. Island Employee Cooperative filed a petition for Chapter 11 protection (Bankr. D. Maine. Case No. 21-10253) on Sept. 23, 2021. It disclosed $5,112,136 in total assets and $5,877,439 in total liabilities as of Aug. 28, 2021. The Hon. Michael A. Fagone is the bankruptcy judge overseeing the Debtor's Chapter 11 case while Tanya Sambatakos is the Subchapter V Trustee. Adam Prescott, Esq., at Bernstein Shur Sawyer & Nelson, P.A. and Spinglass Management Group serve as the Debtor's legal counsel and financial advisor, respectively. JOHNSON & JOHNSON: U.S. Judge to Rule on Request to Stop Talc Suits ------------------------------------------------------------------- Maria Chutchian of Reuters reports a U.S. judge is expected to announce on Wednesday, November 10, 2021, whether Johnson & Johnson (JNJ.N) must continue defending against tens of thousands of claims that its baby powder and other talc-containing products caused mesothelioma and ovarian cancer. The pharmaceutical giant is banking on a ruling that would halt ongoing litigation as part of its legal strategy of shifting its talc liabilities onto a newly-created subsidiary, and placing that entity into bankruptcy. J&J, which has maintained that its talc products are safe, has already spent nearly $1 billion defending itself in talc-related lawsuits. Settlements and verdicts have cost it about $3.5 billion more, although it has prevailed in some of the cases. U.S. Bankruptcy Judge Craig Whitley is expected to rule in a hearing of the Chapter 11 bankruptcy case of the new J&J entity, LTL Management LLC, in Charlotte, North Carolina. LTL has asked Whitley to extend protection against litigation that is typically given to bankrupt entities to the non-bankrupt parent company. LTL has argued that allowing litigation to continue against J&J will defeat the purpose of the bankruptcy, which would allow the company to consolidate and resolve all of the roughly 38,000 talc-related claims. Some of the plaintiffs suing J&J, however, argue that it should not be able to reap the benefits of bankruptcy protection without filing for bankruptcy itself and that halting litigation will prevent them from having their day in court. One major case that has been pending for five years is on the verge of trial. Whitley said last week that he would likely issue a ruling on LTL’s request to pause the litigation against J&J at the end of a court hearing on a separate but related matter: whether he will keep the case in his court or transfer it elsewhere. A government bankruptcy watchdog and people who are suing J&J over its talc products have moved to send the case to New Jersey, where J&J is based and where a large chunk of the talc litigation is consolidated in a federal court. 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. KONTOOR BRANDS: Moody's Rates Proposed Unsecured Notes 'Ba3' ------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Kontoor Brands, Inc.'s proposed senior unsecured notes. Concurrently, Moody's affirmed the company's Ba2 corporate family rating and upgraded the probability of default rating to Ba2-PD from Ba3-PD. The ratings on the senior secured revolving credit facility and senior secured term loans were also upgraded to Ba1 from Ba2 and will be withdrawn at close. The company's speculative grade liquidity rating remains SGL-1 and the outlook is stable. Proceeds from the proposed $400 million unsecured notes and proposed amended $400 million senior secured term loan A due 2026 (unrated) will be used to repay the existing $665 million secured term loan A and the existing $133 million term loan B. The upgrade of the senior secured credit facilities ratings to Ba1 from Ba2 (to be withdrawn at close) reflects the addition of unsecured debt in the capital structure, which provides incremental support for the secured debt. The PDR upgrade to Ba2-PD from Ba3-PD reflects Kontoor's strong earnings recovery, debt repayment and improved credit metrics, which reduce the likelihood of a default, while the addition of a new tranche of unsecured debt in the capital structure results in a change the family recovery rate used in Moody's loss given default model to 50%. Moody's took the following rating actions for Kontoor Brands, Inc.: Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Senior Secured Term Loan, Upgraded to Ba1 (LGD2) from Ba2 (LGD3) Senior Secured Revolving Credit Facility, Upgraded to Ba1 (LGD2) from Ba2 (LGD3) Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) Outlook, Remains Stable RATINGS RATIONALE Kontoor's Ba2 CFR reflects the iconic nature of its two brands, Wrangler and Lee, both with global reach, meaningful scale and deep customer relationships. The company has executed well on its transformation since the spin-off from V.F. Corp in 2019, including exiting low-margin business, making significant investments in technology, personnel and demand creation, and optimizing its supply chain and product development. Driven by earnings recovery and debt repayment, credit metrics have improved significantly coming out of the pandemic, with Moody's-adjusted debt/EBITDA of around 2.3x and EBITA/interest expense of around 7.7x as of October 2, 2021. Moody's expects that Kontoor's growth agenda -- in particular category, geography and channel expansion -- will support further earnings growth. These factors should offset inflationary cost pressures and a likely return to greater promotional activity in the sector. The rating also incorporates governance considerations, specifically Kontoor's financial strategy that balances maintaining a 1-2x long-term net leverage range with shareholder returns. The company's liquidity profile is very good, supported by solid free cash flow generation, $207 million of pro-forma cash as of October 2, 2021, $488 million availability under the extended $500 million revolving credit facility, and ample covenant cushion. The rating is constrained by Kontoor's high sales concentration with one major customer, still modest direct-to-consumer presence, and limited product diversification, with the majority of revenue derived from men's bottoms. The rating also incorporates the fashion risk and highly competitive nature of the apparel sector, as well as its exposure to volatile input costs and foreign exchange rates, all of which can have a meaningful impact on earnings and cash flows. As an apparel company, Kontoor also needs to make ongoing investments in social and environmental drivers including responsible sourcing, product and supply sustainability, privacy and data protection. The stable outlook reflects Moody's expectations for earnings growth and very good liquidity over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded through sustained revenue and earnings growth in both brands, increased customer diversity, continued very good liquidity, and lease-adjusted debt/EBITDA sustained below 3.25 times and FFO/Net debt in the mid- to high-20% range. The ratings could be downgraded if liquidity weakens through free cash flow turning negative or tighter covenant cushion, or if financial policies become more aggressive, such as higher than expected shareholder returns. Specific metrics include lease-adjusted debt/EBITDA sustained above 4.0 times or FFO/Net debt falling below 20% on a sustained basis. Headquartered in Greensboro, North Carolina, Kontoor Brands, Inc. (Kontoor) is a leading designer, manufacturer and retailer of denim and other apparel under the Wrangler and Lee brand names. Revenues for the twelve months ended October 2, 2021 were approximately $2.5 billion. The principal methodology used in these ratings was Apparel published in June 2021. KONTOOR BRANDS: S&P Rates New $400MM Senior Unsecured Notes 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to Kontoor Brands' proposed $400 million senior unsecured notes due in 2029. The recovery rating is '5', indicating its expectation of modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default. S&P expects the company to use the proceeds from the offering, together with cash on hand, to fund repayment of its Term Loan B and a partial repayment of its Term loan A. S&P views this transaction to be debt neutral. S&P said, "Our ratings on Kontoor reflect its No. 2 position in the fragmented and competitive global denim market; improving brand equities in its key Wrangler and Lee brands; customer concentration, with Walmart accounting for more than 35% of its revenue; and our expectation for the company to operate with leverage in the 2x area." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P said, "Our simulated default scenario contemplates a default in 2026 resulting from competitive pressures, customer attrition, or a spike in input costs that cannot be passed along to its clients. A combination of these factors result in lower revenue and cash flow. As a result, the company would find itself in the position of having to fund cash flow shortfalls with available cash and revolver borrowings. We believe that if the company were to default, it would reorganize rather than liquidate. "Our recovery analysis assumes a reorganization value for the company of about $1.1 billion, reflecting emergence EBITDA is about $188 million and a 6x multiple." Simulated default assumptions -- Year of default: 2026 -- Debt service assumption: $100 million (assumed default year interest and amortization) -- Minimum capital expenditure assumption: $25 million -- Preliminary emergence EBITDA: $125 million -- Operational adjustment: 50% -- Emergence EBITDA: $188 million -- Implied enterprise value multiple: 6x -- Gross enterprise value: $1.1 billion Simplified waterfall -- Net recovery value (after 5% administrative cost): $1.06 billion -- Valuation split% (obligor/nonobligors): 74%/26% -- Priority claims: $228 million -- First-lien claims: $830 million -- Collateral value available for unsecured creditors: $86 million -- Unsecured claims (including deficiency claims): $516 million --Recovery expectation: 10%-30% (rounded estimate: 15%). KORNBLUTH TEXAS: Taps CBRE Inc. as Real Estate Broker ----------------------------------------------------- Kornbluth Texas, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire CBRE Inc. to assist in marketing and selling its real property located at 302 West Bay Area Blvd., Webster, Texas. The firm will get a 2.5 percent commission on the gross sales price or a flat fee of $50,000, exclusive of costs, in the event of a foreclosure or credit bid with respect to the property by the Debtor's lender. Michael Yu, a principal at CBRE, 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 Yu CBRE Inc. 2800 Post Oak Blvd., Suite # 500 Houston, TX 77056 Tel: (713) 577-1891 Email: Michael.Yu@cbre.com About Kornbluth Texas Kornbluth Texas, LLC, which operates the Holiday Inn hotel, filed a petition for Chapter 11 protection (Bankr. S.D. Texas Case No. 21-32261) on July 5, 2021, listing as much as $10 million in both assets and liabilities. Cheryl M. Tyler, managing member, signed the petition. Judge Christopher M. Lopez oversees the case. The Debtor tapped Okin Adams, LLP and Matthew Shell CPA, PLLC as its legal counsel and accountant, respectively. KPA HOLDINGS: Seeks to Hire Riggi Law Firm as Legal Counsel ----------------------------------------------------------- KPA Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ the Riggi Law Firm to serve as legal counsel in its Chapter 11 case. The firm's services include: 1. instituting, prosecuting or defending any contested matters arising out of this bankruptcy proceeding in which the Debtor may be a party; 2. assisting in the recovery of, and obtaining the necessary court approval for recovery and liquidation of, estate assets and assisting in protecting and preserving those assets; 3. assisting in determining the priorities and status of claims and in filing objections thereto where necessary; 4. assisting in the preparation of a disclosure statement and Chapter 11 plan; 5. performing all other necessary legal services. The firm received a retainer in the amount of $8,962, excluding the filing fee of $1,738, which was also tendered for a total of $11,000. The firm's hourly rates are as follows: Partners $450 per hour Associates $195 per hour Paralegals/Law clerks $135 per hour David Riggi, Esq., a partner at Riggi Law Firm, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David A. Riggi, Esq. Riggi Law Firm 5550 Painted Mirage Rd. Suite 320 Las Vegas, NV 89149 Tel: (702) 463-7777 Fax: (888) 306-7157 Email: riggilaw@gmail.com About KPA Holdings LLC KPA Holdings LLC Series 8600 West Charleston 2138 filed a petition for Chapter 11 protection (Bankr. D. Nev. Case No. 21-14494) on Sept. 15, 2021, listing as much as $500,000 in both assets and liabilities. Judge Natalie M. Cox oversees the case. David Riggi, Esq., at Riggi Law Firm serves as the Debtor's legal counsel. LECLAIRRYAN PLLC: Ex-CLO Seeks Shorter Obstruction Case Sentence ---------------------------------------------------------------- Chinekwu Osakwe of Reuters reports that lawyers for Bruce Matson asked Monday for a 37-month prison sentence for the former chief legal officer at now defunct law firm LeClairRyan, who pleaded guilty in July 2021 to obstructing a federal probe. Federal prosecutors for the Eastern District of Virginia in Richmond, where Matson, 64, is set to be sentenced Nov. 22, 2021, requested 46 months in prison and a $250,000 fine in a separate filing on Monday, November 8, 2021. Prosecutors said Matson misappropriated more than $4 million between 2015 and 2019, while he served as liquidation trustee for title insurance company LandAmerica Financial Group. Matson concealed his misconduct from the U.S. Trustee's office, which investigated the matter, they said. The maximum sentence Matson faces is five years in prison, a $250,000 fine and a maximum supervised release term of three years. In arguing for a shorter sentence, Matson's attorneys said that he experienced a “tremendous fall from grace,” and was a respected bankruptcy attorney for more than three decades. They also referenced his cooperation with the court and voluntary surrender of his law license. He agreed to disbarment in November 2020. While working as liquidation trustee for LandAmerica, Matson was an attorney at Richmond-based LeClairRyan, which filed for Chapter 11 protection in September 2019 after a slew of partner departures. Matson served as CLO for the firm. His lawyers, Brandon Santos and Richard Cullen of McGuireWoods, did not immediately respond to a request for comment Tuesday, November 9, 2021. The case is United States v. Matson, U.S. District Court for the Eastern District of Virginia, No. 21-cr-00079. For the United States: Assistant U.S. Attorneys Katherine Martin, Kevin Elliker and Thomas Garnett For Matson: Brandon Santos and Richard Cullen of McGuireWoods; and Danny Onorato of Schertler Onorato Mead & Sears About LeClairRyan PLLC Founded in 1988, LeClairRyan PLLC is a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional, and global businesses. Following massive defections by its attorneys LeClairRyan, members of the firm in July 2019 voted to effect a wind-down of the Debtor's operations. LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-bk-34574) on Sept. 3, 2019, to effect the wind-down of its affairs. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews Kurth represented LeClairRyan in the case. Protiviti was the Debtor's financial adviser for the liquidation. The bankruptcy case was converted to a Chapter 7 liquidation on Oct. 24, 20219. Lynn L. Tavenner was named a Chapter 7 trustee, and then Benjamin C. Ackerly, a successor trustee. The Chapter 7 trustee Ackerly's counsel: Tyler P. Brown Hunton Andrews Kurth LLP Tel: 804-788-8200 E-mail: tpbrown@huntonak.com LIMETREE BAY: Wants January 10 Plan Exclusivity Extension --------------------------------------------------------- Limetree Bay Services, L.L.C. and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division to extend their exclusive period for 60 days to file a chapter 11 plan through and including January 10, 2022, and to solicit votes through and including March 11, 2022. The Debtors' case involves six related debtors with complex financing and factoring agreements. Moreover, the necessity for environmental remediation and compliance with the United States Environmental Protection Agency further complicates the Debtors' case. Since the Petition Date, the Debtors continue working with their advisors to liquidate the respective estates' assets and maximize value for all creditors. The Debtors and their advisors have coordinated with the Committee regarding efforts to sell assets, identify and prosecute potential causes of action, and negotiate with the Debtors' lenders to ensure the success of these Chapter 11 Cases. The Debtors and their advisors have also spent significant time reviewing the structure of the Debtors, intercompany transactions between the Debtors and their non-debtor affiliates, and the make-up of the Debtors' respective creditor bodies to determine the most efficient and equitable structure of the plan. The Debtors anticipate finalizing its review and analysis shortly after the general claims bar date on November 15, 2021. The Debtors expect to finish and file a plan of liquidation no later than January 10, 2022. Under the circumstances, the Debtors' request is reasonable and will not prejudice any parties in interest in this case. The Debtors continue to operate their businesses as debtors-in-possession under Sections 1107(a) and 1108 of the Bankruptcy Code. Though a Committee was appointed, there was no request for a trustee or examiner appointment made in the Debtors' Chapter 11 Cases. The Exclusivity Periods, in this case, are set to expire on November 9, 20212, and January 8, 2022, respectively. A copy of the Debtors' Motion to extend is available at https://bit.ly/3C65U92 from PacerMonitor.com. 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 a 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, L.L.C., restarted operations in February 2021 and can process around 200,000 barrels per day. Critical restart work 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 their peak. Limetree Bay Refining, L.L.C., and its affiliates sought Chapter 11 protection on July 12, 2021. The lead case is in Limetree Bay Services, L.L.C. (Bankr. S.D. Texas Case No. 21-32351). Limetree Bay Terminals, L.L.C. 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, L.L.C., estimated up to $10 billion in assets and $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. Pachulski Stang Ziehl & Jones, L.L.P. represented by the Committee. 405 Sentinel, L.L.C. serves as administrative and collateral agent for the D.I.P. lenders. LSCS HOLDINGS: Moody's Rates New First Lien Loans 'B2' ------------------------------------------------------ Moody's Investors Service affirmed LSCS Holdings Inc.'s (dba "Eversana") B3 Corporate Family Rating, and B3-PD Probability of Default Rating. Concurrently, Moody's assigned B2 rating to Eversana's proposed first lien senior secured credit facility, consisting of $90 million revolver expiring in 2026, and $690 million term loan due 2028. Moody's also assigned Caa2 rating to proposed $290 million second lien term loan due 2029. The outlook is stable. Proceeds from the new debt along with $12 million of balance sheet cash, and $500 million of equity contribution from private equity sponsors JLL Partners and Water Street Healthcare Partners, and management, will be used to fully repay the company's existing $434 million of outstanding debt, fund acquisition of Intouch Group, LLC ("Intouch"), and pay related fees and expenses. Upon close of the transaction, the pre-existing debt will be withdrawn concurrent with the associated repayment of its debt obligation. The affirmation of B3 CFR reflects Moody's view that although Eversana's pro forma debt-to-EBITDA financial leverage will increase to 7.4x as a result of this transaction, the company's high proportion of recurring revenue and favorable industry tailwinds will support mid to high-single digit organic revenue growth and deleveraging toward 6.5x, over the next 12-18 months. Additionally, Moody's expects the acquisition of Intouch, a provider of marketing capabilities to life science clients, including creative services, media buying, enterprise solutions and data analytics, to enhance Eversana's positioning as a contract commercialization organization. The affirmation also reflects Moody's expectations that while Eversana's financial policies will remain aggressive, the company will strengthen its cash flows, and maintain good liquidity. The first lien facility is rated B2, one notch above the B3 Corporate Family Rating, reflecting the priority lien on pledged assets and the benefit of a layer of loss absorption provided by the $290 million second lien term loan due 2029 rated Caa2. Ratings Affirmed: Issuer: LSCS Holdings, Inc. Corporate Family Rating at B3 Probability of Default Rating at B3-PD Ratings Assigned: Issuer: LSCS Holdings, Inc. Senior Secured First Lien Revolver due 2026, Assigned B2 (LGD3) Senior Secured First Lien Term Loan due 2028, Assigned B2 (LGD3) Senior Secured Second Lien Term Loan due 2029, Assigned Caa2 (LGD5) Outlook Actions: Outlook remains stable RATINGS RATIONALE LSCS Holdings Inc.'s (dba "Eversana") B3 Corporate Family Rating (CFR) reflects its very high financial leverage with adjusted debt-to-EBITDA of 7.4x for the LTM period ended September 30, 2021. Eversana's elevated financial risk is associated with private equity ownership, evidenced by aggressively high initial debt levels following the leveraged buy-out, as well as a track record of growth through debt-funded acquisitions. The ratings are also constrained by the company's moderate, albeit growing, absolute size and meaningful customer concentration. However, Eversana benefits from a diverse range of drug commercialization services that the company offers to its customers. These services are particularly beneficial to companies that either manufacture orphan drugs or are based overseas but produce generic drugs for the US market. The ratings are also supported by the multi-year duration of Eversana's contracts, solid growth prospects driven by favorable industry fundamentals, and high revenue visibility provided by contract backlog. Social and governance considerations are material to Eversana's credit profile. The rating reflects social risk associated with pharmaceutical drug pricing, which could have both positive and negative effects for Eversana. On one side, drug pricing pressures in the US may spur the need for Eversana's customers to invest more heavily in R&D in order to recoup potential revenue declines through new drug launches. On the other hand, potential legislation to lower pharmaceutical drug prices could stress Eversana if its customers seek to reduce expenses or the scope of existing projects thus pressuring pricing and demand for Eversana's services. Additionally, if customers consolidate in response to regulatory changes, it could increase pricing pressure on Eversana. Among governance considerations, Eversana's financial policies under private equity ownership by JLL Partners and Water Street Healthcare Partners, are aggressive. Moody's believes the company may pursue additional debt-funded opportunistic acquisitions, which would potentially increase financial leverage. The company's good liquidity profile reflects Moody's expectation of break-even to modestly positive free cash flow over the next 12 months, along with a modest cash balance of roughly $10 million, as well as full availability under its upsized $90 million revolving credit facility, at the close of the transaction. However, Moody's notes material amount of estimates for adjustments and add-backs, which create a degree of uncertainty around the true underlying cash generating ability of the company. The stable outlook reflects Moody's expectation that Eversana will benefit from mid to high-single digit earnings growth, which will support the company's ability to reduce leverage. However, even with expected EBITDA growth, financial leverage is expected to remain very high due to the company's aggressive financial policies. There is limited capacity for further debt-funded acquisitions while leverage remains elevated following the Intouch acquisition. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company is unable to smoothly integrate recent acquisitions. A downgrade could also occur if the company were to experience operating disruptions or loss of a major contract or if financial policies became more aggressive. A downgrade could also occur if the company's liquidity profile were to erode, such that free cash flow was to turn negative on a sustained basis, or interest coverage falls below one times. The ratings could be upgraded if the company materially increases its scale while effectively integrating recent acquisition and managing its growth. Additionally, a ratings upgrade would require the company to sustain adjusted debt to EBITDA below 5.5 times. Additionally, the company will need to maintain good liquidity, reflected in consistently positive free cash flow. Following are some of the preliminary credit agreement terms, which remain subject to market acceptance. The proposed terms below and the final terms of the credit agreement may be materially different. As proposed, the credit facilities are expected to contain covenant flexibility for transactions that could adversely affect creditors, including the ability to incur incremental term loan facilities in an aggregate amount not to exceed the greater of $146 million and 100% of LTM EBITDA; plus an unlimited amount so long as the first lien net leverage ratio does not exceed 4.75x (if pari passu secured to the first lien, or amounts up to 6.75x of the Secured Leverage Ratio, if secured on a pari passu basis to the second lien loan). A portion of the incremental, to be described in the first lien credit agreement, may be incurred with an earlier maturity date than the initial term loans. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Subsidiaries must provide guarantees whether or not wholly-owned, eliminating the risk that guarantees will be released because they cease to be wholly-owned. There are no express protective provisions prohibiting an up-tiering transaction. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Chicago, Illinois, LSCS Holdings, Inc. (dba "Eversana") is a provider of drug commercialization services for pharmaceutical and biotechnology companies. The company provides third-party logistics services to manufacturers of branded, generic drugs and orphan drugs. Eversana also offers pricing and reimbursement consulting services, and helps its customers to reduce their regulatory risks. Pro forma for the acquisition of Intouch, Eversana generated net revenues of roughly $750 million for the twelve months ended September 30, 2021. The company is privately owned by JLL Partners and Water Street Healthcare Partners. LSCS HOLDINGS: S&P Affirms 'B-' ICR, Outlook Stable --------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on LSCS Holdings Inc. S&P also assigned our 'B-' issue-level rating and '3' recovery rating to the proposed first-lien debt and our 'CCC' issue-level rating and '6' recovery rating to the proposed second-lien debt. S&P's 'B-' and 'CCC' issue-level ratings and '3' and '6' recovery ratings on the company's existing debt are unchanged. S&P expects to withdraw those ratings when the debt is fully repaid. The InTouch acquisition adds a fast-growing capital-light business that bolsters the company's brand strategy and digital marketing capabilities. InTouch provides brand strategy and digital marketing services to the health care industry, with slightly over half of revenue derived from the oncology, neurology, dermatology, and immunology therapeutic areas. It generates revenue from three roughly equal segments of brand strategy, media, and digital media. S&P said, "The business grew by over 18% in 2020 despite pandemic headwinds, and we expect this strong growth to continue. With its focus on digital-enabled offerings, the business requires low capital expenditures (capex). Overall, we expect the InTouch business to complement Eversana with exposure to new therapeutic areas and help to drive top-line growth and contribute incremental free cash flow." S&P said, "The ratings affirmation reflects our view that the increase in debt leverage is somewhat offset by the increased scale of the business, our expectation of strong growth of the target, and our view that the acquisition is modestly accretive to free cash flow. Pro forma for the InTouch acquisition and corresponding debt issuance, the company's debt to EBITDA increases to about 8.5x. Despite the higher debt, we expect the transaction to be accretive to free cash flow due to the low capex requirements in the InTouch business. The InTouch acquisition complements the company's steady contract wins over the past few years, resulting in some increased scale in the business. However, the company remains on the smaller end relative to peers such as Hunter Holdco 3 Ltd., Syneos Health Inc., and IQVIA Inc. Over the first half of 2021, Eversana's legacy business has grown by about 18% on a year-to-date basis. The company has also seen improved profitability relative to 2020, benefitting from lower non-recurring expenses relating to one-time projects that have been completed. "We expect strong growth in the mid- to upper-teens percentage area on a pro forma basis, benefitting from a healthy pharmaceutical research and development (R&D) environment and increasing outsourcing of commercialization services. Increasing levels of R&D spending will support rising demand for downstream commercialization services. While many large pharmaceutical manufacturers retain internal commercialization functions, we expect the company to benefit from increasing outsourcing, particularly by small- and mid-size biotechnology companies, because they lack the in-house infrastructure to perform many commercialization activities. These trends have resulted in a robust pipeline of new business for Eversana, which supports our expectation for mid- to upper- teens percentage organic growth. "The stable outlook reflects our expectation for revenue growth in the mid- to upper-teens percentage area, supported by a strong pipeline and the roll-off of non-recurring expenses leading to free cash flow generation of over $20 million in 2022. "We could consider an upgrade if the company established a track record of material free cash flow generation, with free cash flow to debt sustained above 3%. This could occur if the company continued to grow at a brisk pace, integration costs declined, and margins improved. "We could lower our rating on LSCS if the pace of its contract wins slowed, it lost major clients, or it faced integration issues that led to persistent free cash flow deficits or increased the risk that its cash flow generation would be insufficient to cover its maintenance capital spending and required debt amortization." MARRONE BIO: Receives Nasdaq Noncompliance Notice ------------------------------------------------- Marrone Bio Innovations, Inc. has received a letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying the company of its noncompliance with Nasdaq Listing Rule 5550(a)(2) as a result of the company's closing bid price being below $1.00 per share for 30 consecutive days. Under Nasdaq Listing Rules, the company has 180 calendar days from the date of the notification to regain compliance with Nasdaq Listing Rules. Thus, the company has until May 4, 2022, to regain compliance. To regain compliance, the closing bid price of the company's common stock on the Nasdaq Capital Market must be at least $1.00 per share for a minimum of 10 consecutive business days prior to the expiration of the compliance period on May 4, 2022. This notification has no immediate effect on the listing of the company's common stock on the Nasdaq Capital Market and the company's common stock will continue to trade on the Nasdaq Capital Market under the symbol "MBII" during this period. If the company does not regain compliance by May 4, 2022, the company may be eligible for a second 180 day compliance period, provided that, on such date, the company meets the continued listing requirement for market value of publicly held shares and all other applicable initial listing requirements for the Nasdaq Capital Market (other than the minimum closing bid price requirement) and the company provides written notice to Nasdaq of its intention to and plans for curing the deficiency during the second compliance period. The company will monitor the closing bid price for its common stock between now and May 4, 2022, and intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and to maintain the listing of its common stock on the Nasdaq Capital Market. About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. The Company's portfolio of 15 products helps customers operate more sustainably while increasing their return on investment. The company's commercial products are sold globally and supported by a robust portfolio of over 500 issued and pending patents. Its agricultural end markets include row crops; fruits and vegetables; trees, nuts and vines; and greenhouse production. The company's research and development program uses proprietary technologies to isolate and screen naturally occurring microorganisms and plant extracts to create new, sustainable solutions in agriculture. Marrone Bio reported a net loss of $20.17 million for the year ended Dec. 31, 2020, compared to a net loss of $37.17 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $85.62 million in total assets, $50.94 million in total liabilities, and $34.68 million in total stockholders' equity. MEDASSETS SOFTWARE: Fitch Lowers LT IDRs to 'B-', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) of MedAssets Software Intermediate Holdings, Inc. (d/b/a nThrive) to 'B-' from 'B' with a Stable Rating Outlook. Fitch has also downgraded the senior secured first-lien rating to 'B+' from 'BB-', maintained the recovery rating at 'RR2' and assigned this rating to the planned first lien issuance. Fitch has also assigned a senior secured second lien rating of 'CCC'/'RR6'. The rating action comes upon the company's announced acquisition of TransUnion Healthcare, Inc. (TUHC), the healthcare software technology business of TransUnion, which, along with a refinancing of the existing capital structure, will be funded through the issuance of a $150 million undrawn 1L revolving credit facility, a $1,265 million 1L term loan b, a $460 million 2L term loan, $460 million in a new series of preferred equity and $400 million in new common equity. KEY RATING DRIVERS Acquisition Supports Strategy: The acquisition of TUHC furthers management's strategy to develop an end-to-end revenue cycle management (RCM) software platform. The addition of TUHC brings capabilities that address the front-end steps in the healthcare billing cycle that occur prior to a patient visit with particular strength in health insurance verification and discovery. Fitch views the offerings as highly complementary to nThrive's strengths in offerings that target the mid-cycle and back-end steps including, charge integrity, contract management, payments and receivables management. Fitch believes the acquisition enhances nThrive's competitive positioning and provides a pathway to accelerated growth due to pent up demand for an end-to-end solution as the typical large provider or hospital system may retain upwards of 50 vendors that address the various aspects of RCM. Increased Growth Opportunity: The acquisition of TUHC enhances revenue growth potential as it provides the combined company with the ability to cross-sell new offerings across the respective customer bases, in line with management's growth strategy. Fitch also believes nThrive has additional opportunities to accelerate growth as the company shifts from offering individual modules separately to a bundling strategy with tiered pricing that provides upside to average selling prices (ASPs). While Fitch maintains the expectation that nThrive will reliably generate consistent mid-single digit organic growth, in line with the Centers for Medicare and Medicaid Services (CMS) national health expenditure growth forecast of 5.6% per year through 2026, successful execution on these strategies could lead to growth in excess of Fitch's forecasts. Synergy Potential: nThrive management has identified $18 million of synergies targeted primarily at sales and marketing as the bundled pricing strategy increases efficiency of the go-to-market operation, as well as cost savings from re-platforming to a unified internal technology stack, offshore outsourcing, and office space rationalization. Management expects the synergies to be achieved within 12 months after closing of the transaction. Fitch believes achievement of cost reductions supports Fitch's forecasts for continued EBITDA margin expansion to the high 40% range, which compares well to the 33% average for rated healthcare IT (HCIT) peers. Increased Leverage: The acquisition of TUHC and associated financing will result in a material increase to leverage under Fitch's definition, which does not exclude certain one-time costs from EBITDA and is inclusive of the preferred equity in the calculation of total debt. Fitch estimates initial pro forma leverage of 11.5x, including the non-cash coupon Preferred stock, which exceeds the 5.0x-11.0x range for Fitch-rated healthcare IT issuers. Fitch forecasts a decline in leverage to 10.2x in FY22 as the company laps elevated professional and consulting spend incurred in the prior year, declining further to 9.5x in FY23 and synergies reach full run-rate. Fitch expects that additional declines in leverage thereafter will primarily be dependent on revenue growth as margins approach peak, while debt reduction is unlikely to be promoted by the PE ownership in Clearlake Capital. Fitch notes that despite the elevated leverage, liquidity is expected to remain sufficient with coverage ratios sustained above 2.0x as the preferred equity does not include cash interest. While the downgrade is primarily a reflection of the increase in debt-to-EBITDA, Fitch believes the leverage is supported by the company's dependable growth prospects, strong margin profile, declining capital intensity and low cyclicality. DERIVATION SUMMARY Fitch is evaluating nThrive pending its transaction to acquire TransUnion Healthcare, Inc. (TUHC). Fitch believes the company benefits from a favorable growth opportunity as processing volumes continue to expand due to long-standing trends in the U.S. healthcare industry including, an aging demographic, medical procedure/drug cost inflation and utilization growth. In addition, the company exhibits strong revenue growth prospects by leveraging its platform that addresses the increased regulatory burdens, claims processing complexity and profitability pressures that are experienced by providers, in order to generate significant cross-selling opportunities in the existing client base. Fitch believes the acquisition enhances the growth opportunity by accelerating cross-selling opportunities of the complimentary offerings from TUHC while also improving competitive positioning as the marketplace awaits the development of a true end-to-end RCM solution. Fitch believes growth is further ensured by a high degree of recurring revenue, strong client-retention rates, high switching costs and robust sales efforts. Finally, similar to the company's continued positive organic growth during the pandemic-led downturn, Fitch expects the company to demonstrate minimal cyclicality and durable resistance to economic cycles due to the non-discretionary nature of healthcare spend. While Fitch views the high visibility into revenue growth positively, the company's prospects are partially limited relative to HCIT peers given the company's target market in the large hospital system segment that is characterized by a fully penetrated client base, a rapidly consolidating set of potential customers, larger scale competitors and entrenched Electronic Health Records (EHR) software providers that may seek to expand RCM offerings over time. The company scores positively on profitability metrics with Fitch forecasting EBITDA margins of 47%-49% following the transaction, which compares well to the 33% average for Fitch-rated HCIT peers. Fitch also expects consistent FCF margins in the mid-teens following the transaction due to strong EBITDA margins, significant tax shields and declining capital intensity as the company completes certain growth investments in product and infrastructure. The agency believes strong FCF will be sustainable due the low cyclicality of the business, a rapid cash conversion cycle and low capital intensity. Despite these attractive characteristics, Fitch calculated initial pro forma leverage of 11.5x exceeds the 5.0x-11.0x range for Fitch-rated HCIT issuers and Fitch's prior negative sensitivity threshold of 7.5x. Fitch expects a moderate decrease in leverage to 9.5x over the ratings horizon as private equity ownership and a constrained EBITDA margin expansion opportunity likely limit further deleveraging thereafter. The agency views the increased leverage as the primary determinant of the rating action to downgrade to 'B-'. No country-ceiling, parent/subsidiary or operating environment aspects had an impact on the rating. Fitch applied its Hybrid criteria to the expected issuance of preferred equity as part of the transaction and determined that no equity credit should be assigned. HYBRIDS TREATMENT The pending transaction to acquire TUHC includes the issuance of a new series of $460 million of preferred equity. The entity incurring the obligation is MedAssets Software Preferred Intermediate Holdings, Inc. The preliminary terms of the preferred equity include a provision that would trigger mandatory redemption in the event of a change in control with no other remedy provided. Under Fitch's hybrid criteria, any clause that provides for mandatory redemption resulting from a change in control that cannot be otherwise remedied would result in no equity credit. Fitch has thus determined to treat the preferred equity as debt. Previously, as part of the financing package for Clearlake's buyout of nThrive, the company issued $150 million of preferred equity to unaffiliated investors. The terms of this series included a provision that would trigger mandatory redemption in the event of an acceleration under the first or second lien credit facilities. Under Fitch's hybrid criteria, any cross-acceleration clause would result in no equity credit. Fitch had thus determined to treat the preferred equity as debt. This series is expected to be refinanced as part of the new preferred offering. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that nThrive would be reorganized as a going-concern in bankruptcy rather than liquidated; -- Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation (EV). Fitch contemplates a scenario in which elevated competition from larger RCM providers results in increased client churn and decreased revenue growth, as well as increased sales and R&D expenses to address the challenges. As a result, Fitch expects that nThrive would likely be reorganized with a similar product strategy and higher than planned levels of operating expenses as the company reinvests to ensure customer retention and defend against competition. Under this scenario, Fitch believes EBITDA margins would decline such that the resulting going-concern EBITDA is approximately 15% below pro forma 2022 forecast EBITDA. An EV multiple of 7x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- Comparable Reorganizations: In Fitch's 13th edition of its "Bankruptcy Enterprise Values and Creditor Recoveries" case study, the agency notes seven past reorganizations in the technology sector, where the median recovery multiple was 4.9x. Of these companies, only two were in the software subsector: Allen Systems Group, Inc. and Aspect Software Parent, Inc., which received recovery multiples of 8.4x and 5.5x, respectively. Fitch believes the Allen Systems Group, Inc. reorganization is highly supportive of the 7.0x multiple assumed for nThrive given the mission critical nature of both companies' offerings. -- M&A Precedent Transaction: A study of M&A in the healthcare IT industry from 2015 to 2020 that included an examination of 42 transactions involving RCM providers established a median EV/EBITDA transaction multiple of 15x. More recent comparable M&A such as the buyouts of athenahealth, Waystar and eSolutions continue to support similar transaction multiples. Fitch evaluated a number of qualitative and quantitative factors that are likely to influence the GC valuation: -- Secular trends and regulatory environment are highly supportive as increased regulatory burdens, claims processing complexity and reimbursement pressures promote demand growth; -- Barriers to entry are high relative to software issuers as deep domain and regulatory expertise are required to develop solutions for automated claims processing; -- nThrive is a top-five RCM software provider to large hospital systems, but is still of significantly smaller scale than certain competitors such as Change Healthcare, Inc. and Experian Information Solutions, Inc.; -- Revenue and cash flow outlook are favorable as long-standing secular trends in health expenditures are supportive of revenue growth while strong profitability and low capital intensity promote FCF margins in the mid-teens; -- Revenue certainty is high as a result of the 92% recurring revenue profile; -- EBITDA margins are near the top of the 13%-50% range for Fitch-rated HCIT peers; -- Operating leverage is durable given a highly variable cost structure typical of software developers. Fitch believes these factors reflect a particularly attractive business model that is likely to generate significant interest, resulting in a recovery multiple at the high-end of Fitch's range. Due to downgrade of the IDR resulting from the increased leverage under the term of the pending buyout of TUHC, the recovery model implies a downgrade of the first-lien senior secured facilities to 'B+' while maintaining the 'RR2' Recovery Rating, reflecting Fitch's be.lief that lenders should expect to recover 71%-90% of their value in a restructuring scenario. The recovery model also implies a rating of 'CCC'/'RR6' to the second lien term loan reflecting Fitch's belief that lenders should expect to recover 0%-10% of their value in a restructuring scenario. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Refinancing of existing debt stack and purchase of TUHC funded in part through the issuances of a $150 million first lien undrawn RCF, a $1,265 million first-lien term loan, a $460 million second-lien term loan as well as $310 million of additional preferred equity; -- Revenue growth of 6.6% in 2021, consistent with YTD results; growth of 5%-7% per year thereafter, due to cross selling efforts, new logo growth and increasing medical procedure volumes, consistent with end-market forecasts; -- Post transaction consolidated EBITDA margins of 47% in 2022, expanding to 49% due to synergy realization, scaling efficiencies and declines in G&A declines resulting from operating leverage associated with infrastructure requirements; -- Capital intensity of 13.5% in fiscal 2021 due to product and infrastructure investments, gradually declining toward the 6.5% average of HCIT peers. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- (Cash flow from operations-capex)/total debt with equity credit sustained above 5%; -- Reduction in debt leading to total debt with equity credit/operating EBITDA sustained below 7.5x; -- Revenue growth consistently in excess of Fitch's forecasts; -- Strengthened competitive positioning and increased scale. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Revenue declines resulting from market share losses or deterioration in competitive position; -- Sustained break-even or negative FCF; -- FFO interest coverage sustained below 1.5x; -- No near-term prospect of recovery in liquidity score above 1.0x and funding sources subject to material execution risk. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects nThrive to maintain sufficient liquidity following the transaction given moderate operating expense requirements that result in strong margins, a highly variable cost structure, a short cash conversion cycle due to monthly billing, and gradually declining capital intensity. Pro forma for the transaction, liquidity is expected to be comprised of $10 million in cash and an undrawn $150 million revolving credit facility (RCF). Liquidity is further supported by Fitch's forecast for nearly $110 million in aggregate FCF, excluding transaction related costs, over 2022-2023. Fitch forecasts steady growth in liquidity to nearly $270 million by 2022 due to accumulation of FCF and the expectation for the RCF to remain undrawn. ISSUER PROFILE nThrive is a provider of healthcare RCM software solutions, serving more than 900 clients, including 37 of the top 40 U.S. health systems. 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. MEDASSETS SOFTWARE: Moody's Affirms B3 CFR Amid TransUnion Deal --------------------------------------------------------------- Moody's Investors Service affirmed MedAssets Software Intermediate Holdings, Inc.'s ("MedAssets", dba "nThrive") B3 Corporate Family Rating and B3-PD Probability of Default Rating, following the proposed issuance to finance the acquisition of Transunion Healthcare's assets from TransUnion (Ba2 negative). Moody's also assigned a B2 instrument rating to the new first-lien senior secured facilities, including a $1,265 million 7-year term loan and a $150 million 5-year revolving credit facility; and a Caa2 instrument rating to the new $460 million second-lien senior secured 8-year term loan. Proceeds from the new debt, along with $400 million in new common equity and $310 million in new preferred equity (pro forma preferred equity will total $460 million at closing), are expected to fund the $1,735 million purchase price consideration, repay the existing credit facilities, and pay transaction fees and expenses. The B2 rating on the existing first-lien credit facilities will be withdrawn upon repayment. The outlook is stable. The following ratings/assessments are affected by the action: Affirmations: Issuer: MedAssets Software Intermediate Holdings, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Assignments: Issuer: MedAssets Software Intermediate Holdings, Inc. Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured 1st Lien Term Loan Assigned B2 (LGD3) Senior Secured 2nd Lient Term Loan, Assigned Caa2 (LGD5) Outlook Actions: Issuer: MedAssets Software Inter Hldg, Inc. Outlook, Remains Stable RATINGS RATIONALE The ratings are constrained by MedAssets' (dba "nThrive") very high debt-to-EBITDA, hefty interest expense burden, relatively small (but increasing) scale, and operational risks associated with the recent separation from Savista (nThrive's legacy services unit) and proposed integration with TransUnion Healthcare's ("TUHC") carve out. The acquisition of TUHC roughly doubles nThrive's scale and enhances its revenue cycle management ("RCM") product suite with complementary solutions that are expected to drive new growth opportunities. The combination increases the ability to compete as a comprehensive end-to-end RCM vendor, rather than a provider of point solutions. However, the transaction also increases pro forma leverage to exceptionally high levels above 10x (Moody's adjusted, net of capitalized software). The company will need to achieve sizeable operational savings and increase current growth rates to materially delever. Pro forma profitability remains uncertain. nThrive was recently separated from Savista and acquired by private equity sponsor Clearlake Capital in 1Q21, while TUHC is a carve-out from much larger parent company TransUnion (Ba2 negative). Large add-backs and a lack of operating history result in weak quality of earnings and limited visibility into the long-term profitability and cash flow profile of the going concern, which elevates risks and positions nThrive weakly within the B3 rating category. nThrive benefits from highly recurring revenue, supported by long term contracts that incorporate volume floors, which limits top line volatility relative to other RCM peers. High software profitability rates and a strong market position serving over 3,000 hospitals and 700,000 healthcare providers (pro forma) support the credit. RCM technology solutions are sticky and costly to replace, benefitting incumbent providers, as evidenced by healthy gross retention rates around 94%. Customer concentration is modest, with the top 10 clients representing only 14% of pro forma revenue. Favorable tailwinds in the healthcare industry also support the rating: Increasing regulatory complexity, shift to higher collections from patients, pressure to cut costs and vendor consolidation will drive demand for nThrive's solutions. The stable outlook reflects the expectation for low single-digit percentage growth rates, with expanding EBITDA margins as nThrive achieves anticipated cost savings, which will lead to declining debt/EBITDA towards 8x over the next 12-24 months. Free cash flow will remain pressured by restructuring and integration costs, resulting in positive but weak FCF/debt metrics in the 2%-4% range (Moody's adjusted). nThrive's liquidity is adequate, a small pro forma cash balance at closing of $10 million will be supplemented by free cash flow that, as a percentage of debt, is expected to remain in the 2% - 4% range over the next 12 to 18 months. nThrive will generate positive operating cash flow with an adequate cushion to finance cash obligations, including capex and the 1% annual first-lien term loan amortization rate. An upsized $150 million revolving credit facility, undrawn at closing, will also provide liquidity support in the event of higher than expected costs as nThrive integrates TUHC's carved out assets. The transaction's loose covenant package, including a 9.55x net first-lien-leverage limit with no stepdowns, only applicable when the revolver is 35% drawn, and no financial covenants associated with the term loans, suggests the company will have access to the liquidity facility over the next 12 months. The ratings for nThrive's debt instruments reflect both the overall B3-PD probability of default rating and the loss given default assessment of the individual debt instruments. The B2 (LGD3) ratings on the new $1,265 million first-lien term loan maturing 2028 and the new $150 million first-lien revolver due 2026, one notch above nThrive's B3 CFR, reflect the facilities' priority position in the capital structure, ahead of the $460 million second-lien loan due 2029, which is rated Caa2 (LGD5). The first-lien debt has precedence of payments, relative to the second-lien loan, from the proceeds of any default- or bankruptcy-related liquidation. The revolver and term loan are secured by a first-lien pledge of substantially all the assets of MedAssets Software Intermediate Holding, Inc. and its domestic subsidiaries. As proposed, the new credit facility is expected to provide covenant flexibility that if utilized could negatively impact creditors, including: 1) Incremental first-lien facility capacity, not to exceed (1) the greater of $230 million and 100% of consolidated EBITDA, plus (2) the unused portion of the general debt basket, plus (3) an amount such that net first-lien leverage does not exceed 5.5x (for first-lien pari passu debt). An amount up to the greater of $460 million and 200% of TTM EBITDA may be incurred with an earlier maturity date than the first-lien loans. 2) The ability to transfer assets to unrestricted subsidiaries, to the extent permitted under the investment baskets, with no express "blocker" provisions restricting transfers of specified assets 3) Only wholly-owned domestic restricted subsidiaries act as subsidiary guarantors, raising the risk that guarantees may be released following a partial change in ownership; there are no explicit protective provisions limiting such guarantee releases. 4) There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. The perpetual preferred equity instrument is considered equity given that 1) interest payments can be paid in kind or cash at the sole discretion of the company's board; 2) the holders do not have the ability to put the instrument; and 3) there are no cross-default or cross-acceleration terms in the event of non-payment. That said, the expectation for aggressive financial policies by the private equity owner could lead to further debt issuance to finance the repayment of the preferred equity consideration, which would pressure the ratings. The described terms are preliminary and ratings could change if they differ materially from the final agreement. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's-adjusted debt-to-EBITDA approaches 6.5x with free cash flow generation, as measured on a percentage of debt basis, sustained above 5.0%. The ratings could be downgraded if 1) nThrive's pro forma profitability is weaker than anticipated, leading to the expectation that free cash flow will approach breakeven or become negative; 2) Moody's does not anticipate the company will be able to reduce debt-to-EBITDA towards 8x; 3) organic revenue growth is negative; or 4) the company undertakes more aggressive financial policies, such as debt-funded acquisitions or other leveraging actions. Headquartered in Alpharetta, GA, MedAssets Software Intermediate Holdings, Inc. (dba "nThrive") provides healthcare revenue cycle management software-as-a-service ("Saas") solutions, including patient access, charge integrity, claims management, contract management, analytics and education. The proposed acquisition of TUHC incorporates complementary RCM capabilities, including insurance discovery, patient payment estimates, patient clearance and other functions. Moody's expects the pro forma company to generate over $425 million of revenue in 2022E. MedAssets was separated from Savista and acquired by private equity firm Clearlake Capital Group in January 2021. The proposed acquisition of TUHC from TransUnion is expected to close in the fourth quarter of 2021. The principal methodology used in these ratings was Software Industry published in August 2018. MEDASSETS SOFTWARE: S&P Affirms 'B-' ICR on TransUnion Acquisition ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating and issue-level ratings on MedAssets Software Intermediate Holdings Inc. (dba nThrive). S&P said, "At the same time, we assigned a 'B' issue-level rating and a '3' (50%-70%; rounded estimate: 65%) recovery rating to the first-lien debt, indicating an expectation of substantial recovery in the event of default. We assigned a 'CCC' issue-level rating and a '6' (0%-10%; rounded estimate: 0%) recovery rating to the second-lien debt, indicating an expectation of negligible recovery in the event of default." On Oct. 26, 2021, nThrive signed a definitive agreement to acquire TransUnion Healthcare Inc., the health care software technology business of TransUnion (NYSE: TRU), for a purchase price of $1,735 million, nearly doubling the size of the company. To fund the acquisition, nThrive is paying down its term loans and adding $1,265 million of first-lien term loan, $460 million of debt second-lien term loan, and is raising additional preferred and common equity. The company's pending acquisition of TransUnion, which comes less than a year after its carve out from nThrive, expands its product portfolio to their similar core customer bases, which somewhat mitigates its higher post-transaction leverage. S&P said, "We view the two companies' product offerings as highly complementary. While nThrive has a strong concentration in claims management, charge integrity, and contract management, more than 50% of TransUnion revenue stems from insurance discovery, which identifies incomplete, inaccurate or missing patient data to maximum coverage for hospitals and health systems. TransUnion offers additional back-end modules and services, such as denials and appeals management, government collection, which are slightly more labor-intensive than nThrive's offerings, as well as front-end technology such as patient clearance, health insurance verification, patient out-of-pocket estimation, and propensity-to-pay SDOH risk. While there is significant overlap in the companies' customer bases, there is little overlap in the RCM functions they offer. With hospitals still using a multitude of vendors for RCM functions, they are increasingly looking to source from fewer third-parties. Thus, we view nThrive's acquisition of additional RCM functions as strengthening its competitive advantage in a highly fragmented and consolidating market." While nearly doubling in size, nThrive continues to have a relatively modest revenue base of about $450 million (S&P's estimate for 2022) and a somewhat narrow operating focus in the highly fragmented health care RCM market. The company faces significant competition from a large number of small players as well as larger competitors with greater resources. These include subsidiaries of hospital systems or other health care systems, such as Conifer Health Solutions and Optum, as well as companies providing more services, such as R1 RCM. Nevertheless, S&P views nThrive's presence in the acute-care market favorably due to hospitals' focus on cost containment and revenue optimization, especially with patients being responsible for an increasing portion of their overall health care costs. The RCM market has grown rapidly due to an increasingly complex reimbursement and regulatory environment, operating-margin pressure, and rising patient out-of-pocket costs, and we expect it to continue its high growth trajectory. S&P said, "While we expect nThrive's leverage to decrease only moderately as EBITDA, we expect it will sustain high adjusted leverage of more than 10x and generate above $50 million of free cash flow. We expect adjusted leverage--which includes capitalized software development costs as an operating expense, consistent with the company's peers--to be about 12x in 2022 and 11x in 2023. We also include the $460 million of preferred equity in our debt adjustment, as per our criteria. We expect about $50 million of cash flow in 2022, partly due to the fees and expenses related to the transaction. For 2023, we expect annual free cash flow greater than $80 million. However, we see significant risk to our base case given the company's limited track record of significant cash-flow generation and executing such a large acquisition after only a short time as a stand-alone entity. The company also expects to gradually reduce capitalized software costs, which we view as a potential risk of underinvestment in the company. We also take into account the financial policy risk of Clearlake Capital's financial sponsor ownership and the likelihood the company will maintain high leverage, given our view it will favor debt-funded acquisitions and shareholder-friendly activity over permanent debt reduction. "The stable outlook reflects nThrive's highly visible recurring revenue stream, with a large portion of revenues from fixed-fee, multiyear contract subscriptions to its revenue cycle management (RCM) software as a service (SaaS). The outlook also reflects our expectation that the company's EBITDA margin will be near 40% and FOCF will be around $50 million over the next 12 months. "We could lower the rating if the company faces integration or operational issues, fails to achieve revenue and EBITDA growth through new bookings and scaling efficiencies, leading to negative FOCF and weaker liquidity. We could consider lowering the rating if the company pursues additional debt-funded acquisitions or shareholder returns that lead us to believe the capital structure is no longer sustainable. "We could consider a higher rating if increased revenue and EBITDA growth lead to free operating cash flow to debt of about 3% with leverage below 10x. Under this scenario, we would also need to be confident that the risk of re-leveraging to prior levels was low." MICROVISION INC: Office Lease With Redmond East Takes Effect ------------------------------------------------------------ MicroVision, Inc.'s lease with Redmond East Office Park, LLC referred to as the "office and lab lease" took effect following the early termination of the company's current office lease. The effectiveness of the office and lab lease was conditioned upon MicroVision reaching an agreement for the early termination of the current office lease covering approximately 31,000 square feet. Such agreement was reached on Oct. 29, 2021. The office and lab lease is one of the two office leases for properties in Redmond, Wash., that MicroVision entered into with Redmond on Sept. 24, 2021. The lease will be used for offices and engineering labs, covers approximately 36,000 square feet of space, and has an initial term of 120 months with a target commencement date of July 1, 2022. Pursuant to the office and lab lease, annual base rent will be approximately $1.1 million for the first 12 months and is subject to annual increases of 3.0%. In addition to base rent, MicroVision will pay additional rent comprised of its proportionate share of any operating expenses, real estate taxes, and management fees for the premises. The company has the option to extend the term for the premises for one 10-year renewal period, provided that the rent would be subject to market adjustment at the beginning of the renewal term. The second of the leases, referred to as the "office and testing lease" will be used for product testing and offices, covers approximately 17,000 square feet of space, and has an initial term of 128 months commencing Nov. 1, 2021. About MicroVision MicroVision -- http://www.microvision.com-- is a pioneering company in MEMS based laser beam scanning technology that integrates MEMS, lasers, optics, hardware, algorithms and machine learning software into its proprietary technology to address existing and emerging markets. The Company's integrated approach uses its proprietary technology to provide solutions for automotive lidar sensors, augmented reality micro-display engines, interactive display modules and consumer lidar modules. MicroVision reported a net loss of $13.63 million for the year ended Dec. 31, 2020, compared to a net loss of $26.48 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $134.07 million in total assets, $11.72 million in total liabilities, and $122.35 million in total shareholders' equity. MIDTOWN CAMPUS: Enters $104M Purchase Agreement with CASL Holdings ------------------------------------------------------------------ Midtown Campus Properties, LLC, submitted a Second Amended Disclosure Statement for Second Amended Chapter 11 Plan of Reorganization dated November 7, 2021. The Debtor has been compelled to proceed with a sale of the 500,000 square foot mixed-use student housing project known as One College Park ("Project") to maximize recoveries to the holders of Allowed Claims and Allowed Equity Interests. As a result, the Plan contemplates the sale of the Project as the means for implementation of the Plan. On Nov. 4, 2021, the Debtor entered into the Purchase Agreement with the Stalking Horse Buyer for the sale of the Project at a purchase price equal to $104,100,000. The due diligence period under the Purchase Agreement has expired and the Stalking Horse Buyer has made its good faith deposit. On November 5, 2021, the Debtor filed the Sale Motion seeking the expedited entry of the Bidding Procedures Order approving, among other things, (i) certain bidding procedures for the solicitation of higher and/or better offers for the sale of the Project, including setting an auction, if applicable, and a hearing on the approval of the sale thereof, (ii) the Purchase Agreement, (iii) certain bid protections to the Stalking Horse Buyer, and (iv) the sale of the Project free and clear of all liens, claims, encumbrances and interests. The Sale Motion also seeks the approval of the Purchase Agreement with the Stalking Horse Buyer, pursuant to which the Debtor proposes to sell the Project to the Stalking Horse Buyer, subject to higher and/or better offers, for a purchase price equal to $104,100,000. The Purchaser is CASL Holdings, LLC, which is affiliated with CA Ventures, a global real estate investment management company with $13 billion in assets, including student housing projects. The Court set an emergency hearing on the Sale Motion for November 8, 2021. As set forth in the Plan, the Debtor intends to seek approval of the sale of the Project under and through the Plan and the Sale Motion. Notwithstanding, the Debtor, through B. Riley, is also continuing to market the Project to other interested buyers and is continuing to provide due diligence in connection therewith and as provided in the Bidding Procedures Order. Like in the prior iteration of the Plan, each Allowed General Unsecured Claim in this Class 4 shall be satisfied and paid in full, without interest from and after the Petition Date, from the Available Cash, including the Net Sales Proceeds generated from the sale of the Project. Source of Funding for Plan Distributions The Debtor asserts that based on positions taken by the Indenture Trustee during the Chapter 11 Case, including the Indenture Trustee's demand for post-petition default rate interest which is the subject of the Section 506(b) Pleadings and the Adversary, the Debtor has been compelled to proceed with a sale of the Project as the means for implementation of the Plan in order to maximize the recovery to all stakeholders in this Chapter 11 Case. As a result, Distributions to the holders of Allowed Claims and Equity Interests under the Plan shall be made from Available Cash, including specifically the Net Sales Proceeds. On November 4, 2021, the Debtor entered into the Purchase Agreement with the Stalking Horse Buyer for the sale of the Project at a purchase price equal to $104,100,000. The due diligence period under the Purchase Agreement has expired and the Stalking Horse Buyer has made its good faith deposit. On November 5, 2021, the Debtor filed the Sale Motion. Once the Debtor enters into the Purchase Agreement with the Stalking Horse Buyer, and Stalking Horse Buyer goes hard on the Purchase Agreement, then the Debtor will file the Sale Motion and seek the expedited entry of the Bidding Procedures Order. In the event the Debtor thereafter receives any Qualified Bids by the Bid Deadline, then the Debtor will conduct an auction for the Project. In the event the Debtor does not receive any Qualified Bids under the Bidding Procedures Order, then the Debtor will seek approval from the Bankruptcy Court for the sale of the Project to the Stalking Horse Buyer at the Sale Hearing pursuant to the Purchase Agreement. In the event the Bankruptcy Court approves the sale of the Project to the Successful Bidder, then the Debtor will proceed to consummate the sale of the Project. Notwithstanding anything herein to the contrary, the sale of the Project shall be done in connection with and as part of the implementation of this Plan for all purposes. A full-text copy of the Second Amended Disclosure Statement dated Nov. 7, 2021, is available at https://bit.ly/3wuoMNu from PacerMonitor.com at no charge. Counsel for the Debtor: GENOVESE JOBLOVE & BATTISTA, P.A. Paul J. Battista, Esq. Mariaelena Gayo-Guitian, Esq. John K. Olson, Esq. Heather L. Harmon. Esq. 100 Southeast Second Street, 44th Floor Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 349-2310 E-mail: pbattista@gjb-law.com About Midtown Campus Properties Midtown Campus Properties, LLC, is a single asset real estate that owns the Midtown Apartments. The Midtown Apartments is a 310-unit student housing apartment complex currently under construction at 104 NW 17th St in Gainesville, Florida, just across from the University of Florida. It consists of a six-story main building, a parking garage for resident and public use, and a commercial retail space. Each unit includes a full-size kitchen, carpet, tile, and hardwood floors and be fully furnished. It is located near several Midtown bars and restaurants frequented by students, and just a couple of minutes' walk from Ben Hill Griffin Stadium. Midtown Campus Properties sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 20-15173) on May 8, 2020. The Debtor was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Honorable Robert A. Mark is the presiding judge. The Debtor tapped Genovese Joblove & Battista, P.A., as bankruptcy counsel; and The Bosch Group, Inc., as construction consultants. No creditors' committee has been appointed in this case. In addition, no trustee or examiner has been appointed. MOUNTAIN PROVINCE: Appoints Mark Wall as President, CEO ------------------------------------------------------- Mountain Province Diamonds Inc. has appointed Mark Wall as the president, chief executive officer and director with effect from Nov. 15, 2021. Mr. Wall has over 25 years of experience in the mining industry, across the spectrum of executive, operations, commercial and sustainability roles. Most recently Mr. Wall was the CEO of Streamers Gold Mining, a subsidiary of Hong Kong listed Shandong Gold Mining, one of the largest gold mining companies in the world by market capitalization. Mr. Wall was previously the chief commercial officer then chief operating officer for TSX listed Nevada Copper, and prior to that, the senior vice president & operations officer for Barrick Gold Corporation (TSX/NYSE). Mr. Wall has experience as a director on Joint Venture Boards and Management Committees having previously served on the Management Committee of KCGM, which is Australia's largest open pit gold mine and, at the time, a 50/50 joint venture between Barrick and Newmont. He was also on the Board of Directors of Minera Andina Del Sol, a large open pit mine in the high Andes in Argentina and a 50/50 joint venture between Barrick and Shandong Gold. Additionally, he served as a director of the Zaldivar joint venture in Chile, a 50/50 joint venture between Barrick and Antofagasta. Mr. Wall holds various degrees and qualifications, including a Diploma in Minerals Processing, Master of Business Administration, Master of Management, Masters Certificate in Risk Management & Business Performance and a Diploma of Project Management. Mr. Wall is a Fellow of the Australasian Institute of Mining and Metallurgy. Jonathan Comerford, the Company's non-executive Chairman commented: "We are very excited to announce Mark Wall as our new President & CEO. Mark brings both senior executive and strong operational experience to the company as well as a deep focus on sustainability and the environment. His experience in large joint ventures and business development will be critical in engaging with our joint venture partner on operational performance and near mine exploration, as well as focusing on the large and highly prospective exploration tenements that surround the Gahcho Kue mine, which are 100% owned by Mountain Province Diamonds. Mr. Wall will be based in Calgary, Canada, which is also the location of the DeBeers Canada office and within close reach to the Gahcho Kue mine site and Kennady exploration areas." Mr. Wall commented: "I am delighted to be joining Mountain Province Diamonds. To have a Tier 1 operating partner in DeBeers and Anglo American, with a high grade mine in Canada, one of the world's leading mining jurisdictions, together with a significant 100% owned exploration package is very exciting. I also look forward to the opportunity to focus on reducing the mine's carbon footprint, which is a critical focus in today's world." About Mountain Province Mountain Province is a 49% participant with De Beers Canada in the Gahcho Kue diamond mine located in Canada's Northwest Territories. The Gahcho Kue Joint Venture property consists of several kimberlites that are actively being mined, developed, and explored for future development. The Company also controls 106,202 hectares of highly prospective mineral claims and leases that surround the Gahcho Kue Joint Venture property that include an indicated mineral resource for the Kelvin kimberlite and inferred mineral resources for the Faraday kimberlites. Mountain Province reported a net loss of C$263.43 million for the year ended Dec. 31, 2020, compared to a net loss of C$128.76 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had C$595.33 million in total assets, C$75.73 million in current liabilities, C$374.71 million in secured notes payable, C$750,000 in lease liabilities, C$70.44 million in decommissioning and restoration liability, and C$73.70 million in total shareholders' equity. Toronto, Canada-based KPMG LLP, the Company's auditor since 1999, issued a "going concern" qualification in its report dated March 29, 2021, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. MY SIZE: Inks Cooperation Deal, Resolves Litigation With Custodian ------------------------------------------------------------------ My Size, Inc. has entered into a cooperation agreement with Custodian Ventures LLC and its affiliates. In addition, My Size announced that it is seeking to enhance shareholder value by evaluating acquisition opportunities while refocusing on the commercialization of MySizeID. Custodian Ventures has agreed to conclude its public campaign and withdraw its director candidates for election at the Company's 2021 Annual Meeting of Stockholders. The Company has agreed to withdraw the lawsuit it previously filed in the United States District Court for the Southern District of New York against Custodian Ventures and certain stockholders. Ronen Luzon, chief executive officer and founder of My Size, commented: "We are pleased to have resolved this matter and are committed to executing on our strategic plan, which includes evaluating acquisition opportunities to enhance value for stockholders. In recent months, we have also announced business partnerships with Wix eCommerce, Dockers (Turkey), GK Software and Threads, further growing our market share around the world. Additionally, we believe the appointment of a seasoned industry executive to our Board of Directors in August and the consolidation of our IP portfolio exclusively within the Company positions My Size for future growth." Stockholders are not required to take any action at this time. The Board intends to schedule the 2021 Annual Meeting of Stockholders and will present its director candidates for election at the meeting in its proxy materials, which will be filed with the Securities and Exchange Commission in due course. About My Size Headquartered in Airport City, Israel, My Size, Inc. -- www.mysizeid.com -- is a creator of mobile device measurement solutions that has developed innovative solutions designed to address shortcomings in multiple verticals, including the e-commerce fashion/apparel, shipping/parcel and do it yourself, or DIY, industries. Utilizing its sophisticated algorithms within its proprietary technology, the Company can calculate and record measurements in a variety of novel ways, and most importantly, increase revenue for businesses across the globe. My Size reported a net loss of $6.16 million for the year ended Dec. 31, 2020, compared to a net loss of $5.50 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $6.36 million in total assets, $1.41 million in total liabilities, and $4.94 million in total stockholders' equity. Tel Aviv, Israel-based Member Firm of KPMG International, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 29, 2021, citing that the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. N.G. PURVIS: Seeks to Hire Consultants for Sow Farm Operations -------------------------------------------------------------- N.G. Purvis Farms, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Professional Swine Management, LLC and Dr. Attila Farkas of Carthage Veterinary Service, Ltd. as consultants to assess its sow farm operations and identify opportunities for improvement. The consultants will be compensated at the rate of $165 per hour and reimbursed for expenses advanced. Mr. Ted Ufkes, chief operating officer of Professional Swine Management, and Dr. Farkas disclosed in a court filing that they are "disinterested persons" as the term is defined in Section 101(14) of the Bankruptcy Code. The consultants can be reached at: Ted Ufkes, MBA Professional Swine Management, LLC 303 N. 2nd Street Carthage, IL 62321 Tel.: 217-357-8300 Fax: 217-357-6665 Email: info@psmswine.com -- and -- Attila Farkas, DVM Carthage Veterinary Service, Ltd. 303 N. 2nd Street Carthage, IL 62321 Tel.: 217-357-2811 Email: info@hogvet.com About N.G. Purvis Farms N.G. Purvis Farms, Inc., operates throughout the Southeast as a farrow-to-finish pork producer, which breeds, farrows, weans, and raises weaner pigs, feeder pigs, and market hogs, and then sold to pork processors. It owns and operates 12 farms in North Carolina and two farms in Georgia, together with associated facilities, on which it maintains herds of sows, breeds piglets, and raises market hogs. It contracts with numerous independent growers to feed and finish at their facilities weaned pigs and feeder pigs furnished and owned by the company into market hogs. N.G. Purvis Farms sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 21-01068) on May 6, 2021. In the petition signed by Jerry M. Purvis, Sr., president, the Debtor disclosed $34,268,361 in assets and $53,126,237 in liabilities. Judge Stephani W. Humrickhouse oversees the case. The Debtor tapped Butler & Butler, LLP and Hendren, Redwine, Malone PLLC as bankruptcy counsel, Robbins May & Rich LLP as special counsel, Frost PLLC as accountant, and NutriQuest Business Solutions LLC as restructuring advisor. Steve Weiss of NutriQuest Business Solutions serves as the Debtor's chief restructuring officer. Professional Swine Management, LLC and Dr. Attila Farkas of Carthage Veterinary Service, Ltd. are the Debtor's consultants. On May 27, 2021, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina appointed an official committee of unsecured creditors. The committee tapped Waldrep Wall Babcock & Bailey, PLLC as legal counsel and Dundon Advisers, LLC as financial advisor. NET ELEMENT: ESOUSA to Exercise Purchase Warrants at Lower Price ---------------------------------------------------------------- Net Element, Inc. entered into an exercise price reduction offer letter agreement with ESOUSA Holdings, LLC, to purchase a total of 404,676 shares of the company's common stock. Net Element had previously entered into, and consummated the transactions contemplated by, a unit purchase agreement with ESOUSA. Pursuant to the purchase agreement, on Dec. 29, 2017, the company sold to ESOUSA, among other securities, 404,676 five-year warrants to purchase shares of the company's common stock at a purchase price of $0.125 per share and exercise price of $11.12 per share. On Nov. 3, 2021, the company and ESOUSA agreed to reduce the exercise price of the purchase warrants from $11.12 to $6.796 per share in consideration for the exercise in full of all, but not less than all, purchase warrants by ESOUSA to acquire shares of the company's common stock. Pursuant to the letter agreement, ESOUSA and the company agreed that ESOUSA would exercise its purchase warrants with respect to all of the shares of the company's common stock underlying such purchase warrants for the reduced exercise price. Net Element expects to receive aggregate gross proceeds of approximately $2,750,178 from the exercise of the purchase warrants by ESOUSA. After the full exercise of the purchase warrants by ESOUSA, no purchase warrants will be outstanding. About Net Element Headquartered in North Miami Beach, Florida, Net Element, Inc. (NASDAQ: NETE) -- http://www.NetElement.com-- is a global technology and value-added solutions group that supports electronic payments acceptance in a multi-channel environment including point-of-sale (POS), e-commerce and mobile devices. The Company operates two business segments as a provider of North American Transaction Solutions and International Transaction Solutions. Net Element reported a net loss attributable to the Company's stockholders of $5.94 million for the year ended Dec. 31, 2020, compared to a net loss attributable to the Company's stockholders of $6.46 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $30.77 million in total assets, $24.61 million in total liabilities, and $6.16 million in total stockholders' equity. NEW CREATION: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: New Creation Fellowship of Buffalo 3325 Genesee Street Cheektowaga, NY 14225 Business Description: New Creation Fellowship of Buffalo is a tax- exempt religious organization. Chapter 11 Petition Date: November 10, 2021 Court: United States Bankruptcy Court Western District of New York Case No.: 21-11127 Judge: Hon. Carl L. Bucki Debtor's Counsel: Arthur G. Baumeister, Jr., Esq. BAUMEISTER DENZ LLP 172 Franklin Street, Suite 2 Buffalo, NY 14202 Tel: (716) 852-1300 E-mail: abaumeister@bdlegal.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Stephen J. Andzel as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/X237S6A/New_Creation_Fellowship_of_Buffalo__nywbke-21-11127__0001.0.pdf?mcid=tGE4TAMA NEWELL BRANDS: Moody's Affirms Ba1 CFR & Alters Outlook to Positive ------------------------------------------------------------------- Moody's Investors Service affirmed Newell Brands, Inc.'s Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, Ba1 unsecured debt instrument ratings, and Not Prime commercial paper rating. Concurrently, Moody's upgraded Newell's Speculative Grade Liquidity Rating to SGL-1 from SGL-2 and revised the outlook to positive from stable. The positive outlook reflects Moody's expectation that Newell will continue to prioritize reducing leverage to their stated target goal and that good and sustained operating execution could position the company for an upgrade over the next 12-to-18 months. Newell's recent reduction in its target net debt-to-EBITDA leverage ratio to 2.5x from 3.0x (based on the company's calculation) is a favorable governance development that demonstrates the company's commitment to reducing and sustaining leverage at a low level. Newell has utilized free cash flow generated in 2020 and 2021 to repay debt, and Moody's believes the leverage reduction along with good cost management is improving the company's capacity to reinvest and potential to generate more sustainable growth from its mature product portfolio. Because Newell's 3.1x net debt-to-EBITDA leverage as of September 2021 (company calculated) is above the 2.5x target, the focus on deleveraging will favorably continue into 2022 . The positive outlook also reflects Moody's expectation that operating margins will stabilize towards the middle to end of 2022 after several quarters of declines, and that the company will be able to offset the majority of increased costs with pricing actions and ongoing cost rationalization. The affirmations reflect Moody's view that Newell needs to demonstrate sustained improvement in operating execution and performance to be upgraded. Newell executed well to capitalize on higher demand stemming from consumers spending more time at home during the pandemic to generate overall organic sales growth over the past five quarters. Sales nevertheless dropped in three of Newell's eight broad product categories in the third quarter (core sales growth of 3.2%) and the company is forecasting -2% to +1% core sales growth in the fourth quarter as some of the at-home demand eases. Moody's believes this creates questions about the sustainability of improved organic revenue growth while consumer activity continues to normalize with less effects from the pandemic. Recent operating margin pressure that started during 3Q 2021 due to supply chain disruptions and rising input costs are also a headwind. Moody's expects that the volatility in the supply chain and higher input costs will persist into 2022, though Newell will be able to offset some of these headwinds through pricing actions, productivity initiatives and disiplined control over expenses. However, the situation remains volatile and the ability for Newell to fully pass on these costs on mostly discretionary durables products remains unclear. The company plans to reduce its financial leverage through improvement in EBITDA. However this may be difficult in a rising cost environment and will depend on the company's ability to pass on higher costs and generate organic revenue growth through product development, effective marketing, and good retail partnership. Moody's expects financial leverage will remain around 3.75x debt to EBITDA (Moody's calculated) over the next 12-18 months. Additionally, Moody's expects annual free cash flows to range between $250 million to $275 million over the next year and management to be prudent with any additional shareholder friendly activities including no change in Newell's already high dividend payout ratio until it achieves and maintains its stated leverage target goals. The upgrade to the Speculative Grade Liquidity SGL-1 from SGL-2 reflects Newell's improved liquidity driven by free cash flow and effectively addressing upcoming maturities through 2022. Newell's very good liquidity is supported by $494 million of cash (as of September 30, 2021), an undrawn $1.25 billion unsecured revolving credit facility expiring in December 2023 , more than $200 million of free cash flow anticipated in the fourth quarter, and about $250 million of annual free cash flow projected in 2022. After repayment of the recently announced redemption of the $250 million notes due June 2022 that is expected to take place in November 2021, the company will not have any material debt maturities until April 2023. The company's undrawn $600 million accounts receivable securitization facility expiring in October 2022 provides additional near-term funding flexibility, but any drawings would present refinancing risk unless the facility term is extended. The following ratings/assessments are affected by the action: Ratings Affirmed: Issuer: Newell Brands Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Senior Unsecured Commercial Paper, Affirmed NP Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4) Ratings Upgraded: Issuer: Newell Brands Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Issuer: Newell Brands Inc. Outlook Changed To Positive From Stable RATINGS RATIONALE Newell's Ba1 CFR reflects its large scale, well recognized brands, strong product and geographic diversity, and good free cash flow generation ability. Newell's improving financial policy is demonstrated by the company's commitment to reducing financial leverage to 2.5x and the company is implementing a more consistent operating strategy focused on stabilizing the organization, executing on the turnaround and driving sustainable and profitable growth. The financial and operating strategies are positioning the company for more consistent performance following a period of significant strategy shifts that included portfolio reshaping through acquisitions and divestitures. The rating is constrained by concerns around the long-term growth prospects of the company's mature product categories such as appliance and cookware, food storage, and writing which require constant investment to spur growth. The rating also reflects the moderate operating margin and potential pressure from rising input costs and supply chain disruptions. The high dividend payout ratio is also a significant drag on free cash flow. The coronavirus outbreak and the government measures put in place to contain it continue to disrupt economies and credit markets across sectors and regions. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, there is uncertainty around Moody's forecasts. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The consumer durables industry is one of the sectors most meaningfully affected by the coronavirus because of exposure to discretionary spending. Social factors relating to demographics and changes in consumer preferences abetted by technology will continue to influence the long-term demand trends for the company's products. The company's diverse business portfolio with a mix of growing products helps mitigate categories where demand is declining, providing some stability to the overall revenue base and good operating cash flow generation. Moody's views the dividend policy as aggressive but financial policy relating to leverage has become more conservative. The company continues to maintain a sizable dividend despite divestitures that have reduced the earnings base. However, Newell's 2.5x target net debt-to-EBITDA leverage (based on the company's definition; 3.1x as of September 2021) indicates a continued focus by management on reducing leverage either through debt repayment or EBITDA growth. Moody's believes reducing leverage will improve free cash flow and investment flexibility as the company continues to focus on maintaining sustainable organic revenue growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Newell delivers good operating execution including sustained organic revenue growth with a stable to higher EBITDA margin while maintaining a financial policy that results in sustained debt to EBITDA leverage below 3.75x. Newell would also need to maintain very good liquidity, solid free cash flow relative to debt, and a consistent strategic direction to be considered for an upgrade. Ratings could be downgraded if Newell's revenue or EBITDA margin weakens materially, liquidity deteriorates. or the company utilizes debt to fund acquisitions or share repurchases. Additionally, the ratings could be downgraded if Newell's debt-to-EBITDA is sustained above 4.5x or retained-cash-flow to net debt is below 10%. The principal methodology used in these ratings was Consumer Durables published in September 2021. Newell Brands Inc. is a global marketer of consumer and commercial products utilized in the home, office, and commercial segments. Key brands include Rubbermaid, Sharpie, Mr. Coffee and Yankee Candle. The publicly-traded company generated $10.5 billion of revenue for the 12 months ended September 30, 2021. NORTHERN OIL: Plans to Offer $200M Additional 8.125% Senior Notes ----------------------------------------------------------------- Northern Oil and Gas, Inc. intends to offer for sale in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended, to eligible purchasers, $200.0 million in aggregate principal amount of additional 8.125% senior notes due 2028. The additional notes will be issued under the same indenture as the notes issued by the company on Feb. 18, 2021 and will form a part of the same series of notes as the existing notes. The company intends to use the net proceeds from the offering to repay a portion of the outstanding borrowings under its revolving credit facility. The additional notes to be offered will not be registered under the Securities Act or under any state or other securities laws, and the notes will be issued pursuant to an exemption therefrom, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. Person, absent registration or an applicable exemption from registration requirements. The additional notes are being offered only to persons who are either reasonably believed to be "qualified institutional buyers" under Rule 144A or who are non-"U.S. persons" under Regulation S as defined under applicable securities laws. About Northern Oil and Gas Northern Oil and Gas, Inc. -- http://www.northernoil.com-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil reported a net loss of $906.04 million for the year ended Dec. 31, 2020, compared to a net loss of $76.32 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $1.24 billion in total assets, $1.40 billion in total liabilities, and a total stockholders' deficit of $157.71 million. ONDAS HOLDINGS: May Issue 6M Shares Under 2021 Incentive Plan ------------------------------------------------------------- Ondas Holdings Inc. filed a Form S-8 registration statement with Securities and Exhange Commission for the purpose of registering 6,000,000 shares of common stock that are reserved for issuance under the company's Ondas Holdings Inc. 2021 Stock Incentive Plan. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1646188/000121390021057084/ea149960-s8_ondashold.htm About Ondas Holdings Inc. Ondas Holdings Inc., is a provider of private wireless data and drone solutions through its wholly owned subsidiaries Ondas Networks Inc. and American Robotics, Inc. Ondas Networks is a developer of proprietary, software-based wireless broadband technology for large established and emerging industrial markets. Ondas Networks' standards-based (802.16s), 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. American Robotics designs, develops, and markets industrial drone solutions for rugged, real-world environments. AR's Scout System is a highly automated, AI-powered drone system capable of continuous, remote operation and is marketed as a "drone-in-a-box" turnkey data solution service under a Robot-as-a-Service (RAAS) business model. The Scout System is the first drone system approved by the FAA for automated operation beyond-visual-line-of-sight (BVLOS) without a human operator on-site. Ondas Networks and American Robotics together provide users in rail, agriculture, utilities and critical infrastructure markets with improved connectivity and data collection capabilities. 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. OPEN TEXT: Moody's Assigns Ba2 Rating to Proposed Senior Notes -------------------------------------------------------------- Moody's Investors Service assigned Ba2 ratings to the proposed senior notes being issued by Open Text Corp. ("Open Text") and Open Text Holdings Inc., a wholly-owned indirect subsidiary of Open Text Corp. Open Text's existing ratings, including its Ba1 Corporate Family Rating, the Baa2 ratings for its senior secured credit facilities and the Ba2 ratings for its senior unsecured notes are not affected by these transactions. The rating outlook is stable. Open Text intends to use a substantial portion of net proceeds from the notes offering to redeem the $850 million of senior notes due 2026 and the balance for general corporate purposes, including acquisitions. Assignments: Issuer: Open Text Corp. Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4) Issuer: Open Text Holdings Inc. Gtd Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4) RATINGS RATIONALE On November 8, 2021, Open Text announced its plans to acquire Zix Corporation, Inc. for $860 million, including Zix's cash and debt. Open Text expects the acquisition will be accretive to adjusted EBITDA upon closing. The acquisition is expected to close within 90 days. Open Text plans to fund the acquisition with its existing cash balances. Open Text's Moody's adjusted total debt to EBITDA was slightly under 3x at fiscal first quarter ended September 30, 2021. The Ba1 CFR reflects Moody's expectations that Open Text will manage total debt to EBITDA in the 3x to mid 3x range (Moody's adjusted) over the next 12 to 24 months. The company has very good liquidity with over $1.7 billion of cash balances and access to an undrawn $750 million of revolving credit facility at F1Q '22, and Moody's estimate approximately $700 million in free cash flow (after dividends) over the next 12 months. Open Text has ample flexibility to pursue its acquisition-driven growth strategy. The Ba1 CFR is further supported by management's strong track record of growing profitability and deleveraging after acquisitions, and a clearly articulated financial policy that targets returning 33% of its free cash flow (before dividends) to shareholders via dividends and share repurchases over the long term. Open Text has a leading market position in the large Information Management software market and good operating scale, generates strong EBITDA margins and has a largely recurring revenue model (nearly 81% of revenues in LTM 1Q '22 period). But it faces strong competition, many of its product segments are mature, and Moody's expect organic growth in the low single digits over the next 12 to 24 months. Lack of organic growth and reliance on debt-financed acquisitions limit sustained upside to credit metrics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade to investment grade is unlikely in the next 12 to 24 months given Open Text's acquisitive strategy and low organic growth prospects. Ratings could be upgraded over time if Open Text generates organic revenue growth of about mid-single digit rates and commits to maintaining conservative financial policies such that total debt to EBITDA (Moody's adjusted) is sustained below 3x, incorporating potential for acquisitions. Although not expected, the ratings could be downgraded if a large acquisitions increases integration risk, or changes in financial policies or operating challenges cause total debt to EBITDA (Moody's adjusted) to above the mid 3x and free cash flow weakens to the low teens percentages of total adjusted debt on a sustained basis. Open Text Corp. is a leading provider of Information Management software and services. The principal methodology used in these ratings was Software Industry published in August 2018. ORG GC MIDCO: Unsecured Creditors Unimpaired in Prepackaged Plan ---------------------------------------------------------------- ORG GC Midco, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for the Prepackaged Chapter 11 Plan of ORG GC Midco, LLC dated November 8, 2021. GC Services' intermediate holding company, Midco, has commenced this Chapter 11 Case to implement a pre-negotiated, comprehensive consensual restructuring (the "Restructuring") of the Company's funded indebtedness through a prepackaged plan of reorganization that will substantially de-lever the Company by reducing its funded indebtedness from approximately $210.3 million to approximately $130.5 million upon emergence. Midco is the only anticipated debtor in the Chapter 11 Case. None of Midco's subsidiaries (collectively, the "Non-Debtor GCS Parties"), including the Company's primary operating entity, GC Services, contemplate filing for chapter 11 protection. After careful and extensive evaluation, the Company, in consultation with, and with the support of the Consenting Lenders determined not to file the Non-Debtor GCS Parties for chapter 11 along with the Debtor because they determined doing so may deplete the value of the Company to the detriment of all parties in interest. Moreover, due to the fully consensual nature of the Restructuring, a chapter 11 filing by the Non-Debtor GCS Parties is simply not necessary to effectuate the Restructuring. Accordingly, business at the Non-Debtor GCS Parties will continue as usual and GC Services anticipates no impact on its operations. As set forth in the Plan, the Restructuring provides that: * the Existing Term Loans of approximately $210.3 million will be cancelled and discharged in exchange for (a) takeback first lien term loans in an aggregate amount of approximately $71 million, (b) takeback second lien term loans in an aggregate amount of approximately $29 million, and (c) preferred and common equity of the Reorganized Company. More specifically: -- each holder of an Allowed Existing Term Loan Claim affiliated with BSP will receive (i) its pro rata share of Initial New 1L Loans, (ii) its pro rata share of New 2L Loans, (iii) its pro rata share of New Holdco Junior Preferred Equity, and (iv) 100% of the New Holdco Common Equity; and -- each holder of an Allowed Existing Term Loan Claim affiliated with GS will receive (i) its pro rata share of Initial New 1L Loans (less the amount of Term DIP Claims outstanding immediately prior to the Effective Date rolled into Initial New 1L Loans), (ii) its pro rata share of New 2L Loans, (iii) 100% of the New Midco Equity, and (iv) as a result of receiving 100% of the New Midco Equity, GS will acquire an indirect interest in (A) 100% of the New Holdco Senior Preferred Equity and (B) its pro rata share of New Holdco Junior Preferred Equity, both of which shall be issued to the Reorganized Debtor; provided that prior to the Effective Date, GS may elect to have its pro rata share of the Initial 1L Loans (less the amount of Term DIP Claims outstanding immediately prior to the Effective Date rolled into Initial New 1L Loans) and/or its pro rata share of the New 2L Loans issued to the Reorganized Debtor. * holders of Existing ABL Facility Claims are unimpaired and, on the Effective Date, will be either (a) paid in full or (b) converted on a dollar-for-dollar basis into the Exit ABL Facility; * General Unsecured Claims are unimpaired and will receive payment of their claims in full in the ordinary course of business; and * existing equity interests in the Debtor will be cancelled on the Effective Date. One of the Company's Existing Term Lenders, GS, has agreed to provide up to $6 million in senior secured debtor-in-possession financing (the "Term DIP Facility") to fund the costs of implementing the Restructuring. The Company's Existing ABL Lenders have agreed to allow GC Services to continue to access the Existing ABL Facility during the pendency of the Chapter 11 Case. Class 5 consists of General Unsecured Claims. Except to the extent that a holder of an Allowed General Unsecured Claim against the Debtor agrees to a less favorable treatment of such Claim or has been paid before the Effective Date, at the sole option of the Debtor or New Holdco, as applicable, on and after the Effective Date, (i) New Holdco shall continue to pay or treat each Allowed General Unsecured Claim in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim or (ii) such holder shall receive such other treatment so as to render such holder's Allowed General Unsecured Claim Unimpaired pursuant to section 1124 of the Bankruptcy Code, in each case, subject to all defenses or disputes the Debtor and/or New Holdco may assert as to the validity or amount of such Claims. Class 5 is Unimpaired. Class 7 consists of Midco Equity Interests. On the Effective Date the Midco Equity Interests shall be deemed cancelled, released, extinguished and shall be of no further force and effect without further action by any party or order of the Bankruptcy Court. Class 7 is Impaired. The Debtor shall fund distributions under the Plan with (a) Cash on hand, (b) the proceeds of the Term DIP Facility, (c) the Exit ABL Facility, (d) the Exit Term Loan Facilities; and (e) the New Equity in accordance with the Plan and the Restructuring Support Agreement. Cash payments to be made pursuant to the Plan will be made by the Disbursing Agent, which may be New Holdco. From and after the Effective Date, subject to any applicable limitations set forth in any post-Effective Date agreement (including, without limitation, the Exit ABL Facility, the Exit Term Loan Facilities and the LLC Agreement), New Holdco shall have the right and authority without further order of the Bankruptcy Court to raise additional capital and obtain additional financing as the New Board deems appropriate. Pursuant to section 363 and 1123(b)(2) of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the distributions and other benefits provided pursuant to the Plan, the provisions of the Plan (including the Restructuring Support Agreement) shall constitute a good faith compromise of Claims, Interests, and controversies relating to the contractual, legal, and subordination rights that a creditor or an Interest holder may have with respect to any Allowed Claim or Interest or any distribution to be made on account of such Allowed Claim or Interest. A full-text copy of the Disclosure Statement dated Nov. 8, 2021, is available at https://bit.ly/3qpWZgi from PacerMonitor.com at no charge. Proposed Attorneys for Debtor: WEIL, GOTSHAL & MANGES LLP Alfredo R. Perez (15776275) 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 WEIL GOTSHAL, & MANGES LLP Sunny Singh Katherine T. Lewis 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 About ORG GC Midco GC Services is one of the industry's largest privately owned business process outsourcing and accounts receivable management solutions providers in the United States with 6,000 employees staffed throughout 30 geo-diverse contact center locations. On the Web: http://www.gcserv.com/ GC Services is a privately-held company that provides a full scope of solution offerings, including 24x7x365 programs, multi-channel and multi-lingual customer service programs, from numerous locations in the continental United States and the Philippines, to Fortune 500 companies, premier global financial institutions, and large governmental entities. ORG GC Midco, LLC, is the intermediate holding company of GC Services and parent of 5 subsidiaries. ORG GC Midco, LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 21- 90015) on Nov. 8, 2021, to implement a prepackaged plan of reorganization. In the petition signed by Michael Jones as CFO and chief administrative officer, ORG GC Midco estimated assets of between $100 million and $500 million and estimated liabilities of between $100 million and $500 million. GC Services did not seek Chapter 11 protection. The Honorable Judge Marvin Isgur handles the case. WEIL, GOTSHAL & MANGES LLP, led by Alfredo R. Perez, and Sunny Singh, serves as the Debtors' counsel. RIVERON MANAGEMENT SERVICES, LLC, is the Debtor's interim management services provider. Stretto, formally known as BANKRUPTCY MANAGEMENT SOLUTIONS INC., is the noticing and solicitation agent and administrative advisor. PATTERSON-UTI ENERGY: S&P Affirms 'BB+' Issuer Credit Rating ------------------------------------------------------------ S&P Global Ratings affirmed its 'BB+' issuer credit rating and unsecured debt ratings on U.S.-based land driller and pressure pumper Patterson-UTI Energy Inc. and revised the outlook to stable from negative. The stable outlook reflects S&P's view that Patterson will improve its credit ratios to levels that are appropriate for the rating, including funds from operations (FFO) to debt in the mid- to high-40% area and debt to EBTIDA of about 2.0x in 2022. The outlook revision reflects improved credit measures over the next two years. S&P said, "Based on our view that oil and natural gas prices will remain strong and global E&P spending will increase by at least 10% next year, we have raised the revenue and cash flow assumptions in our base-case scenario for Patterson for 2022 and 2023. Therefore, we now expect FFO to debt to rise above 45% in 2022 and discretionary cash flow (DCF) to debt to rise to over 5%. While we anticipate Patterson will put its dividend policy back in place, we believe this will only occur once management has comfort with its 2022 projections and ongoing free cash flow generation, in line with its track record of conservative financial policies. "We expect increased E&P drilling budgets to lead to improvement in both total rig and frac crew utilization in 2022. "After a significant reduction in E&P spending last year due to the sharp drop in commodity prices, followed by a tepid increase this year as producers focused on free cash flow and shareholder returns, we anticipate at least a double-digit percent uptick in E&P capital expenditure in 2022. Although public U.S. E&P companies will likely maintain capital discipline, we estimate they will use at least a portion of the increase in their cash flows (due to higher oil and gas prices) to explore, develop, and produce oil and gas, while private E&P companies continue to ramp up their activity and international operators look to resume growth. In addition, we expect oilfield services companies will begin to achieve net pricing gains as equipment and service capacity tightens globally following years of underinvestment and attrition. "We believe margins bottomed in 2021 and anticipate they will strengthen in 2022. "We estimate Patterson's margins have bottomed in 2021 as the combination of higher-priced historical drilling contracts rolling off the portfolio and lack of drilling and pressure pumping demand weakened pricing for both core businesses. We expect drilling margins to strengthen as increased activity levels lead to a tighter market, especially for the higher-end super-specification rigs, giving Patterson more pricing power because about 70% of its rigs fall into this category. The company's pressure pumping margins should additionally benefit from similar market dynamics, with demand growth beginning to absorb available capacity. While we expect start-up/reactivation costs and a certain level of labor and materials cost inflation to delay significant margin improvement in the fourth quarter 2021, we expect a certain level of pass-throughs and higher pricing to improve 2022 measures. Overall, we expect Patterson's operating margins to improve to approximately 25% in 2022, from 20% this year. "We have revised our assessment of Patterson's business risk to fair, reflecting the high volatility of the U.S. pressure pumping market. "With nearly 40% of its 2021 revenues coming from the volatile pressure pumping market, and the sharp drop in pressure pumping margins over the past two years, we have revised our assessment of Patterson UTI's business risk to fair from satisfactory. "The stable outlook reflects our view that demand for oilfield will continue to recover next year based on the continued strength in oil and natural gas prices as producers look to offset natural production declines and modestly grow volumes within their stated cash flow reinvestment targets. This should result in increased demand for drilling rigs and pressure pumping services in the U.S., particularly from public entities. Our base-case scenario foresees Patterson's FFO/debt increasing to 45% to 50% in 2022, from around 20% this year. "We could lower the rating if we expect FFO to debt to decline below 30% for a sustained period. This could occur if E&P capital expenditures (capex) budgets remain significantly subdued in 2022, likely as a result of commodity prices weakening from current levels, or if E&P companies use their free cash flow to further reduce debt or boost shareholder returns. "We could raise our rating if Patterson UTI's credit ratios improve such that FFO/debt rises above 60% while DCF to debt remains above 10% for a sustained period. This would most likely occur if E&P companies increase activity levels by more than we currently expect resulting in increased demand and higher day rates for rigs and pressure pumping equipment, while the company continues with its conservative financial policies." PG&E CORP: Could Benefit from $1-Trillion U.S. Infrastructure Bill ------------------------------------------------------------------ Joy Wiltermuth of MarketWatch reports that embattled California power giant Pacific Gas & Electric could be a "big beneficiary" of the roughly $1 trillion infrastructure bill passed by Congress on Friday, given the legislation's focus on bolstering the nation's power grid, according to a new report. The bill, a pared down version of President Biden's initial infrastructure plan, allocates roughly $25 billion to power transmission and distribution, with a focus on "building out new capacity and increasing reliability," wrote a CreditSights team led by Andrew DeVries, co-head of U.S. investment-grade credit, in a Monday report. "One provision we are surprised has not been discussed more is the $5 billion provision for preventing outages and enhancing the resilience of the electric grid to 'disruptive events' defined as an event in which operations of the electric grid are disrupted, preventively shut off, or cannot operate safely due to extreme weather, wildfire, or a natural disaster." PG&E Corp, California's largest electricity provider, was tipped into bankruptcy in 2019 for the second time in about two decades, after its equipment started the 2018 Camp Fire that destroyed the town of Paradise, as well as other mega fires. Last year, the utility emerged from Chapter 11 in the unusual position of having more debt than it had before, while struggling to pay out claims to its near $13.5 billion fire victims fund. The fund was created as part of a plan to exit bankruptcy. PG&E outlined plans in July to bury 10,000 miles of its power lines in high-wildfire threat areas in the next several years. But more recently, its equipment also is suspected of having a role in starting this year’s massive Dixie Fire, the second-largest on record in the state. Shares of PG&E were off 0.7% Monday, while its 3.5% coupon BBB- corporate bonds due in August 2050 also were under modest selling pressure, according to BondCliq data. The Dow Jones Industrial Average, the S&P 500 and Nasdaq Composite Index were pushing deeper into record territory. A PG&E spokesman said the utility applauds the passage of the legislation, including its proposed appropriation of $5 billion through 2026 for extreme weather-related grid resilience improvements, in a statement to MarketWatch. The statement also pointed to the bill's ability to "reduce customer costs for investments around undergrounding, grid hardening, microgrid implementation, fuel reduction and other critical wildfire mitigation measures." About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers;(ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP serves as special regulatory counsel. Munger Tolles & Olson LLP is also special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PING IDENTITY: S&P Cuts ICR to 'B-' On Debt Plans, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Ping Identity Holding Corp. to 'B-' from 'B+'. At the same time, S&P assigned its 'B-' issue-level and '3' recovery ratings to Ping's proposed first-lien credit facilities. The stable outlook reflects the company's healthy liquidity after its full repayment of its revolving credit facility and growing recurring revenue base, which we expect will allow Ping to continue to service its considerable debt balance. Rating Action Rationale Ping is issuing a secured new credit facility, consisting of a $150 million RCF (undrawn at close) due 2026 and a $300 million first-lien term loan due 2028. Ping's leverage will remain elevated through 2022, along with minimal free operating cash flow (FOCF) generation. S&P said, "Pro forma of the transaction, we estimate Ping's adjusted leverage at over 10x (as of Sept. 30, 2021), compared to 6.1x leverage as of June 30, 2021. However, as the company aggressively invests in cloud infrastructure to improve its go-to-market from the fourth quarter of fiscal 2021 until end of fiscal 2022, we expect EBITDA margins to compress significantly, such that leverage will remain well-above 10x through the end of 2022. We also forecast Ping will generate negative to break-even reported FOCF after capitalized software development costs in 2022, before turning moderately positive in 2023." Over the past few quarters, the company has relied on its revolving credit facility to fund liquidity needs and the proposed transaction will help shore up Ping's balance sheet and provide funding stability. That said, the proposed transaction along with anticipated EBITDA compression will weaken the credit metrics in the near term; however, S&P believes the company's healthy cash balances and debt maturities structure will shield the company against liquidity pressures. Ping's efforts to grow software-as-a-service (SaaS) revenue will improve top-line predictability, however at the expense of stressed profitability. The Identity and Access Management (IAM) market is highly fragmented and characterized by rapid technological change and a changing regulatory environment. Over the past few years, the market has witnessed growing adoption of cloud-based IAM solutions by enterprises to support their hybrid applications. The effect is notable for adoption of SaaS-based platform by small and medium-size businesses, as subscription solutions are flexible and cost-effective due to their lower upfront costs, when compared to term-based licenses. To capitalize on this growing trend, Ping is likely to incur significant research and development (R&D) and sales-related investments, which would help the company expand its market reach. S&P said, "The company's revenue, which already grew at a compelling three-year compound-annual-growth-rate (CAGR) of approximately 28% (2017-2020 period), will continue to report strong double-digit-percentage growth over the foreseeable future in our view. However, to support this level of growth, we expect EBITDA-margin compression to the mid-single-digit-percent range in 2021 and anticipate temporarily negative margins in 2022 as management significantly increase R&D and sales and marketing (S&M) spending. We expect R&D spending to increase by over 60% and 10% in fiscal 2021 and 2022, respectively, and S&M spending to increase by over 35% and 25%, respectively. The outlay will be mainly focused on improving cloud platform capabilities, feature function parity, new services launch, and reinvestments in channel and sales enablement. "Continued economic recovery and higher enterprise IT spending will drive strong revenue growth for Ping Identity in 2021. The company's year-to-date (YTD) top line performance has so far exceeded our previous expectations. YTD 2021 revenues were $224 million, up 24% on a year-over-year (YoY) basis, while subscription revenues grew by 26%. More notably, SaaS revenue growth continued to accelerate in the third quarter, rising by an impressive 56% YoY rate. That said, we expect continued enterprise IT spending and strong SaaS revenue growth to drive our fiscal 2022 assumptions. Overall, we forecast consolidated revenues to increase 20%-25% in both 2021 and 2022, supported by double-digit-percent growth across multiyear term-based and subscription SaaS-based products. "The stable outlook reflects our view that Ping Identity's strong product offerings and favorable industry growth environment will allow it to increase revenue faster than the broader enterprise software industry. We expect the firm will remain acquisitive and may use increased balance sheet cash to fund further acquisitions in the IAM space. "We could lower our rating if competitive pressures or high customer attrition result in severe organic revenue declines, and/or operational missteps result in significant EBITDA compression and cash flow such that we would view the firm's capital structure as unsustainable. Additional downside triggers include the potential for highly levered tuck-in acquisitions, the potential for increased competition from incumbent providers and significant underperformance in R&D investments. "Very high leverage limits the possibility of an upgrade over the next 12 months. We would consider an upgrade over the longer term if the company can sustain its growth trajectory, grow EBITDA margins as its scale improves, and maintain a disciplined financial policy such that leverage remains below 7.5x. This would most likely occur via increased subscription sales, which would increase overall revenue, as well as margins, due to the low cost of additional subscriptions, or expanded product offerings that could be upsold to existing and new clients in addition to contractual price increases." -- Global GDP increases 5.9% and 4.3% in 2021 and 2022. -- U.S. GDP lags global GDP growth and increases 5.7% in 2021 and 4.1% in 2022. -- Global IT spending increases 9.4% in 2021, compared to low growth in 2020. -- S&P forecasts total revenue to grow in double-digit percentages in 2021 and 2022, as enterprise spending improves, customers phase in long-term deals and Ping launches more products. -- Subscription SaaS-based solutions will continue to grow at strong double-digit percentages on the back of new logo additions and as more customers migrate to service platform from perpetual licenses. -- Mid-single-digit-percent EBITDA margin in 2021 and temporarily negative EBITDA-margins in 2022 as Ping ramps up product and sales related spending. -- Modest working capital inflows. -- Capital expenditures (capex; including capitalized software development costs) of about $20 million-$25 million in fiscals 2021 and 2022. -- Mandatory debt amortization payments of about $3 million. Based on these assumptions S&P arrives at the following: -- S&P Global Ratings' leverage will stay above 10x for the next 12-18 months, and; -- Negative FOCF in fiscal 2022. Ping provides enterprise cloud IAM security to large institutions across numerous industries such as financial services, retail, and health care via a scalable, unified platform for users to access cloud, mobile, and on-premises applications securely. The company's products aim to reduce reliance on passwords, centralize access control, enforce data access policy, and protect sensitive identity data. Ping became a public company in September 2019 and reported revenues of approximately $271 million for the 12 months ended June 30, 2021. S&P said, "In our view, Ping has adequate liquidity, with coverage of cash uses by sources well over 1.2x for the next 12 months. We also believe the company's net sources would remain positive at least for the next few years, even if EBITDA declines by 15%. The company's relationships with banks and standing in the credit markets are not in line with what we would expect for a firm with a liquidity assessment of strong or better." Principal liquidity sources -- Cash and equivalents of about $230 million at transaction close; -- Full availability under its proposed $150 million revolving credit facility; and -- Cash flow from operations of about $25 million in next 12 months. Principal liquidity uses -- Capex of about $20 million-$25 million in next 12-24 months; and -- Debt amortization payments of approximately $3 million annually. -- S&P's rating on the senior secured first-lien credit facilities is 'B-' and the recovery rating is '3'. -- S&P expects the company to remain a going concern in the event of a default using a 6.5x multiple of our projected EBITDA at emergence. -- S&P estimates that for the company to default, EBITDA would need to decline due to heightened competition from peers, loss of larger customer contracts, or deteriorating sales that would prevent the growth of its recurring subscription-based revenue. Simplified default assumptions -- Simulated year of default: 2023 -- Emergence EBITDA: About $40 million -- EBITDA multiple: 6.5x -- Gross enterprise value at default: About $248 million Simplified waterfall -- Net enterprise value (after 5% administrative costs): Approximately $235 million -- Obligor/nonobligor valuation split: 100%/0% -- Collateral value available to creditors: about $235 million -- First-lien debt claims: approximately $439 million —Recovery expectations: 50%-70% (rounded estimate: 50%) Note: All debt amounts include six months of prepetition interest. PIPELINE FOODS: Farmers Must Files Claims by Jan. 4, 2022 --------------------------------------------------------- AgWeek reports that farmers who did business with the now bankrupt Pipeline Foods have until Jan. 4, 2022, to file a claim with the Minnesota Department of Agriculture to cover losses with the company. Based in Fridley, Minnesota, Pipeline Foods LLC announced on July 8 that it was filing for Chapter 11 bankruptcy. Pipeline Foods specialized in organic and non-GMO crops. Anyone who has not been paid for grain or who had grain stored at a Pipeline Foods facility in Minnesota can submit a bond claim, the Minnesota Department of Agriculture said in a news release. Pipeline Foods held a $500,000 bond with the department to help grain sellers and depositors mitigate any losses. To submit a claim: * Complete a Grain Bond Proof of Claim Form. This can be found at mda.state.mn.us/grain. * Include supporting evidence. This is including but not limited to scale tickets, purchase agreements, purchase receipts, non-sufficient funds checks, contracts, warehouse receipts and assembly sheets. * Send in the form and supporting evidence by email to grain@state.mn.us or mail to: Minnesota Department of Agriculture Fruit, Vegetable & Grain Unit 625 North Robert St. St. Paul, MN 55155 The MDA will review all submitted claims and other records to determine which claims are valid. If there are multiple valid claims, a pro-rated share of the bond is calculated and dispersed. Agweek had previously reported that the $500,000 bond may not be tapped because, according to court documents, Pipeline set up the "vast majority" of its contracts as "voluntary extension of credit" — Minnesota's term for "credit sales." A section in the contract said the company could pay the seller after 14 days of delivery — essentially handing over title of the grain, with just the intent to pay back later. The contracts expressly say the contracts are not covered by the bond, which covers cash sales in the case of an insolvency. About Pipeline Foods Pipeline Foods, LLC -- https://www.pipelinefoods.com/ -- is the first U.S.-based supply chain solutions company focused exclusively on non-GMO, organic, and regenerative food and feed. It is based in Fridley, Minn. Pipeline Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11002) on July 8, 2021. The affiliates are Pipeline Holdings, LLC, Pipeline Foods Real Estate Holding Company, LLC, Pipeline Foods, ULC, Pipeline Foods Southern Cone S.R.L., and Pipeline Foods II, LLC. In the petition signed by CRO Winston Mar, Pipeline Foods disclosed between $100 million and $500 million in both assets and liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Saul Ewing Arnstein & Lehr, LLP as legal counsel; Ocean Park Securities, LLC as investment banker; Baker Tilly US, LLP and Baker Tilly Windsor, LLP as tax consultants; and SierraConstellation Partners, LLC as financial advisor. Winston Mar of SierraConstellation Partners serves as chief restructuring officer. Stretto is the claims, noticing and administrative agent. Bryan Cave Leighton Paisner, LLP serves as legal counsel to the Board of Directors. On July 22, 2021, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors. The committee tapped Barnes & Thornburg, LLP as its legal counsel and Dundon Advisers, LLC as its financial advisor. Bryan Cave Leighton Paisner LLP serves as special counsel to the board of managers of Pipeline Holdings, LLC, one of the affiliated debtors. PORTERS NECK COUNTRY: Seeks to Hire David Pishko as Special Counsel ------------------------------------------------------------------- Porters Neck Country Club, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire the Law Office of David Pishko, P.A. as its special counsel. The Debtor requires legal assistance to investigate and pursue possible claims against Westchester A Chubb Company and Chubb Alternative Risk Solutions, Inc., and professional malpractice claims against Robin Vinson and the firm of Gordon Rees Sully Mansukhani, LLP. Pishko will receive $10,000 that will be used as an investigative budget against which the firm may bill hourly. Should Pishko elect to pursue claims, the firm will be paid on a contingency basis of 35 percent of gross recovery. As disclosed in court filings, Pishko neither holds nor represents an interest adverse to the Debtor's estate. The firm can be reached through: David Pishko, Esq. Law Office of David Pishko, P.A. 100 N Cherry St #510 Winston-Salem, NC 27101 Phone: +1 336-310-0088 Email: david@davidpishko.com About Porters Neck Country Club Porters Neck Country Club, Inc. -- https://www.portersneckcountryclub.com/ -- is a full-service country club, boasting an 18-hole, Tom Fazio-designed golf course, in Wilmington, N.C. The club, which promotes a family-oriented environment, also has seven state-of-the-art Har-Tru tennis courts, a swimming complex, a fitness center and dining facilities. Porters Neck Country Club sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 19-04309) on Sept. 19, 2019, listing as much as $10 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. Hendren Redwine & Malone, PLLC and Earney & Company, LLP serve as the club's legal counsel and accountant, respectively. On Dec. 17, 2019, two special committees were formed to represent current and former members of Porters Neck Country Club who hold equity membership certificates. Ayers & Haidt, PA represents the committee comprised of current members of the club while Stubbs & Perdue, P.A. represents the special committee of the club's former members. PURDUE PHARMA: Won't Take Final Plan Steps Until Appeals Done ------------------------------------------------------------- Rick Archer of Law360 reports that a New York bankruptcy judge said Tuesday, Nov. 9, 2021, that a stay of the implementation of Purdue Pharma's Chapter 11 plan pending appeals was unnecessary after Purdue agreed not to take the plan's final steps until after the first round of appeals are decided. Following a day-long virtual hearing, U.S. Bankruptcy Judge Robert Drain said Purdue's agreement to delay the final steps to put its Chapter 11 plan into effect until late December — weeks after a New York federal judge is scheduled to hear appeals of the plan's liability releases for Purdue's former owners in the Sackler family. 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. RIOT BLOCKCHAIN: Increases COO's Annual Salary to $325,000 ---------------------------------------------------------- Riot Blockchain, Inc., entered into an amendment to its executive employment agreement, dated as of April 6, 2021, with its Chief Operating Officer (Principal Operating Officer), Megan M. Brooks, to reflect the new compensation arrangement approved by the Compensation and Human Resources Committee of Riot's Board of Directors. The Compensation and Human Resources Committee of the Board authorized this new compensation arrangement in recognition of Ms. Brooks' significant contributions to the integration of the Company and its subsidiary, Whinstone US, Inc., as well as to the ongoing development and expansion of the Company's Bitcoin Miner fleet and the capacity at the Company's Rockdale, Texas Whinstone mining facility. Pursuant to Amendment No. 1, the Company has increased Ms. Brooks' annual base salary to $325,000 per year for the remainder of the three-year term of the Brooks Employment Agreement, effective immediately, and granted Ms. Brooks an additional equity award of 6,000 restricted stock units under the Company's Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended. Contingent upon Ms. Brooks’ entry into an equity award agreement under the 2019 Equity Plan, these 6,000 RSUs will be eligible to vest in four equal quarterly tranches, commencing on Jan. 1, 2022, subject to the terms and conditions of the applicable equity award agreement and the 2019 Equity Plan. The other terms and conditions of the Brooks Employment Agreement, as disclosed by the Company in its current report on Form 8-K filed on April 7, 2021, remain unchanged. About Riot Blockchain Headquartered in Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com-- specializes in cryptocurrency mining with a focus on bitcoin. The Company is expanding and upgrading its mining operations by securing the most energy efficient miners currently available. Riot is headquartered in Castle Rock, Colorado, and the Company's mining facility operates out of upstate New York, under a co-location hosting agreement with Coinmint. Riot Blockchain reported a net loss of $12.67 million for the year ended Dec. 31, 2020, compared to a net loss of $20.30 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $906.37 million in total assets, $192.21 million in total liabilities, and $714.16 million in total stockholders' equity. RIVER MILL: Seeks Interim Cash Collateral Access ------------------------------------------------ River Mill, L.L.C. asks the U.S. Bankruptcy Court for the Middle District of Louisiana to authorize the interim use of cash collateral in which The First, a National Banking Association, has an interest. The Debtor needs interim and immediate use of the cash collateral, pursuant to a proposed budget, to meet ordinary course business expenses, pending the final hearing on the motion. The three-month budget filed with the Court provided for $17,344 in operating expenses: (i) $2,623 for November 2021; (ii) $2,623 for December 2021; and (iii) $12,098 for January 2022. The Debtor anticipates earning $19,764 in operating income over said period. A copy of the budget is available for free at https://bit.ly/3oanwvg from PacerMonitor.com. The First asserts a secured claim against the Debtor for $1,155,566 on account of certain mortgage on the Debtor's real property. The mortgage, which the Secured Creditor obtained by assignment from Citizens Bank, also provides for a lien on the Debtor's rent and lease receivables. The Debtor said the Secured Creditor is adequately protected by approximately $700,000 in equity cushion in the real property. In addition to the equity cushion, the Debtor proposed to grant the Secured Creditor Adequate Protection Liens, subject to the Carve-Out. The Carve-Out includes $75,000 in fees, disbursements, costs and expenses incurred by the Debtor's professionals, after the termination of the use of the cash collateral, in addition to any retainer held by such professionals. A copy of the motion is available at https://bit.ly/3wpSzqy from PacerMonitor.com at no charge. The Court will consider the request at an expedited hearing on November 24, 2021 at 2 p.m. About River Mill, L.L.C. River Mill, L.L.C. filed a Chapter 11 petition (Bankr. M.D. La. Case No. 21-10485) on October 13, 2021. In the petition signed by its manager, Michael D. Kimble, the Debtor estimated $1 million to $10 million in both assets and liabilities. Fishman Haygood, L.L.P. represents the Debtor as counsel. ROSCOE GUITARS: Wins Access to Cash Collateral Thru Dec 21 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina has authorized Roscoe Guitars, Inc. to use cash collateral on an interim basis in the ordinary course of business in accordance with the budget. The Debtor is permitted to use the cash collateral through the earliest of: (i) the entry of a final order authorizing the use of cash collateral; (ii) the entry of a further interim order authorizing the use of cash collateral; (iii) December 21, 2021; (iv) the entry of an order denying or modifying the use of cash collateral; or (v) the occurrence of a Termination Event. The Debtor is only authorized to use cash collateral for the actual and necessary expenses of operating the Debtor's business and maintaining the cash collateral pursuant to the Budget. First National Bank (FNB), successor in interest to Yadkin Bank, asserts an interest in the cash collateral under certain prepetition loans, secured by a lien on co-borrower Wolftone, LLC's buildings; the house and equipment of the Debtor's principal, Keith Roscoe; and the Debtor's inventory and accounts. As adequate protection for the Debtor's use of cash collateral, the Secured Party is granted a post-petition replacement lien in the Debtor's post-petition property of the same type which secured the indebtedness of the Secured Party pre-petition, with such liens having the same validity, priority, and enforceability as the Secured Party had against the same type of such collateral as of the Petition Date. The security interests and liens granted to the Secured Party: (i) are and will be in addition to all security interests, liens and rights of set-off existing in favor of the Secured Party on the Petition Date, if any; and (ii) will secure the payment of the indebtedness owing to the Secured Party in an amount equal to the aggregate cash collateral used or consumed by the Debtor. During the Usage Period the Debtor will make an adequate protection payment to the Secured Party in the amount of $1,500 on or before November 15, 2021. The Debtor will also preserve, protect, maintain and adequately insure the cash collateral. As additional adequate protection, the Debtor will keep all of its personal property insured for no less than the amounts of the pre-petition insurance. As further adequate protection, the Secured Party is allowed super-priority administrative expense claim pursuant to Sections 503(b) and 507(a)(2) of the Bankruptcy Code. These events constitute an Event of Default: a. The Debtor will fail to comply with any of the terms or conditions of the Order; b. The Debtor will use cash collateral other than as authorized in the Order; c. Cancellation or lapse of the Debtor's applicable insurance coverage; or d. Cessation of business operations by Debtor. A further hearing on the Cash Collateral Motion is scheduled for December 21 at 1:30 pm. A copy of the order and the Debtor's three-month budget is available at https://bit.ly/2YuwdI1 from PacerMonitor.com. The budget provided for total expenses, on a mothly basis, as follows: $17,147 for the month of October 2021; $26,067 for the month of November 2021; $21,637 for the month of December 2021; About Roscoe Guitars, Inc. Roscoe Guitars, Inc., established in 2003, is in the business of manufacturing and selling guitars, with emphasis on bass guitars. The company sought protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 21-10520) on September 27, 2021, listing $100,000 to $500,000 in assets and $500,000 to $1,000,000 in liabilities. Keith B. Roscoe, its president, signed the petition. Judge Lena M. James is assigned to the case. Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP is tapped as the Debtor's counsel. The firm may be reached through: Dirk W. Siegmund, Esq. Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP 100 S. Elm St, Ste. 500 Greensboro, NC 27401 Telephone: (336) 274-4658 Email: dws@iveymcclellan.com SALEM CONSUMER: Wins January 15 Exclusivity Extension ----------------------------------------------------- Chief Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania extended the period within which Salem Consumer Square OH LLC has the exclusive right to file a plan of reorganization and to obtain acceptance of said plan through and including January 15, 2022. During the first Exclusivity Period, no creditor or other party in interest may file a plan of reorganization. On September 10, 2021, the Debtor filed its Second Amended Chapter 11 Plan of Reorganization Dated September 10, 2021 and the accompanying disclosure statement. The Debtor maintains that sufficient cause exists for an extension of the Exclusivity Period and has timely filed its proposed Plan and Disclosure Statement. The most recent version of the Plan and Disclosure Statement is the product of negotiations by and among the Debtor and its creditors, most notably BELFOR U.S.A. Group, Inc.'s to propose a consensual plan of reorganization and disclosure statement intended to move the Debtor's case forward. To that end, on October 14, 2021, the Court approved the Disclosure Statement. Also, the Court has scheduled the Plan confirmation hearing for November 8, 2021. A copy of the Debtor's Motion to extend is available at https://bit.ly/3ke91Wk from PacerMonitor.com. A copy of the Court's Extension Order is available at https://bit.ly/31LKl13 from PacerMonitor.com. About Salem Consumer Salem Consumer Square OH LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns and operates the shopping center known as "Salem Consumer Square" located at 5447 Salem Avenue, Dayton, OH 45426. On January 5, 2021, Salem Consumer Square sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 21-20020). The Debtor disclosed total assets of $3,385,461 and total liabilities of $3,134,072. The case is assigned to The Honorable Carlota M. Bohm. Bernstein-Burkley, P.C., led by Kirk B. Burkley, is the Debtor's counsel. SCHULDNER LLC: Seeks 4-Month Cash Access Thru Feb. 2022 ------------------------------------------------------- Schuldner, LLC asks the U.S. Bankruptcy Court for the District of Minnesota to authorize the use of cash collateral for the period through February 28, 2022. Wilmington Trust, National Association, as Trustee for the Benefit of the Holders of B2R Mortgage Trust 2016-1 Mortgage Pass-Through Certificates has an apparent lien in cash collateral assets, and is owed approximately $2,530,878 as of the Petition Date, according to the Debtor's schedules. The Debtor proposes to use the cash collateral for its ordinary course operational expenses, according to the budget, which provided for $3,435 in monthly expenses. As adequate protection for Wilmington's interest in the cash collateral, the Debtor proposes to grant replacement lien to Wilmington, and a replacement lien or a security interest in any new assets, materials and accounts receivables generated from the use of the cash collateral, as further adequate protection, to the same validity, priority and extent of Wilmington's prepetition security interest in all new cash collateral of the Debtor, to secure any diminution of Wilmington's interest. A copy of the motion is available for free at https://bit.ly/3CUclgo from PacerMonitor.com. The Court will consider the request at a hearing on December 2, 2021 at 9 a.m. Responses to the motion must be filed no later than November 26. About Schuldner, LLC Duluth, Minnesota-based Schuldner, LLC is engaged in activities related to real estate. The company filed a Chapter 11 petition (Bankr. D. Minn. Case No. 21-50323) on July 6, 2021. In the petition signed by Carl Green, chief manager, the Debtor disclosed $1,150,200 in total assets and $2,530,877 in total liabilities. Judge William J. Fisher is assigned to the case. Joseph W. Dicker, P.A. is the Debtor's counsel. SEADRILL LIMITED: Plan Exclusivity Extended Until Feb. 5 -------------------------------------------------------- At the behest of Seadrill Limited and its affiliates, Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division extended the period in which the Debtors, including the Asia Offshore Drilling Limited and four affiliated Debtors, may file a Chapter 11 Plan through and including February 5, 2022, and to solicit acceptances through and including April 6, 2022. Since the commencement of these chapter 11 cases, the Debtors have worked diligently to evaluate restructuring alternatives and have worked, and will continue to work, constructively with stakeholders to build additional consensus for the Debtors' proposed chapter 11 transactions. After developing the framework for a restructuring transaction acceptable to both the CoCom and the Ad Hoc Group, over the past several months, the Debtors continued with extensive and spirited negotiations with these lender groups over numerous terms of the restructuring, including the terms of the new money, the takeback debt, the allocations of consideration among silos, the extent of any market check, governance, the listing of the reorganized equity, and numerous other terms. A working group of four key lenders, the Debtors' lead executives, and financial advisors to the Debtors, the CoCom, and the Ad Hoc Group met nearly every business day for several weeks. For well over a year, a restructuring steering committee of Seadrill Limited's board has met between one and three times a week. The NADL Independent Directors board met nearly every Wednesday, supplemented by special meetings. The Court-approved independent directors at NADL retained independent counsel and an independent financial advisor. Although at times the deal appeared close to falling apart, the parties ultimately signed a plan support agreement (the "PSA") and filed the Plan and Disclosure Statement on July 24. Notwithstanding the substantial progress made to date, certain tasks remain before the Debtors may emerge from chapter 11. The Debtors and their key stakeholders will shift their focus to negotiate critical documents required for plan confirmation and emergence, including key settlement, financing, and corporate governance documents. Finally, the Debtors will work constructively with opponents to the Plan to resolve any remaining open issues in advance of confirmation. The Debtors are confident that the Plan will unlock substantial value for the benefit of all their stakeholders. The Plan has the support of over 58% of the Debtors' secured creditors who hold approximately $3.26 billion of debt. The Debtors are generally paying their undisputed post-petition debts in the ordinary course of business or as otherwise provided by the Court order. The extension of the Exclusivity Periods will afford the Debtors and their stakeholders' time to prosecute confirmation of the Plan, finalize the transactions contemplated, and proceed toward emergence from chapter 11 in an efficient, organized fashion, which will maximize the value of the Debtors' estates. A copy of the Debtors' Motion to extend is available at https://bit.ly/3C4KGs9 from Primeclerk.com. A copy of the Court's Extension Order is available at https://bit.ly/3CSW2QR from Primeclerk.com. About Seadrill Ltd. Seadrill Limited (OSE: SDRL, OTCQX: SDRLF) -- http://www.seapdrill.com/-- is a deepwater drilling contractor providing drilling services to the oil and gas industry. As of March 31, 2018, it had a fleet of over 35 offshore drilling units that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up rigs. On September 12, 2017, Seadrill Limited sought Chapter 11 protection after reaching terms of a reorganization plan that would restructure $8 billion of funded debt. It emerged from bankruptcy in July 2018. Demand for exploration and drilling has fallen further during the COVID-19 pandemic as oil firms seek to preserve cash, idling more rigs and leading to additional overcapacity among companies serving the industry. In June 2020, Seadrill wrote down the value of its rigs by $1.2 billion and said it planned to scrap 10 rigs. Seadrill said it is in talks with lenders on a restructuring of its $5.7 billion bank debt. Seadrill Partners LLC, a limited liability company formed by deepwater drilling contractor Seadrill Ltd. to own, operate and acquire offshore drilling rigs, along with its affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on December 1, 2020, after its parent company swept one of its bank accounts to pay disputed management fees. Mohsin Y. Meghji, authorized signatory, signed the petitions. On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited, and Asia Offshore Rig 3 Limited sought Chapter 11 protection. Seadrill GCC estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the Court. The lead case is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427). Seadrill Limited disclosed $7.291 billion in assets against $7.193 billion in liabilities as of the bankruptcy filing. In the new Chapter 11 cases, the Debtors tapped Kirkland & Ellis LLP as counsel; Houlihan Lokey, Inc. as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; Jackson Walker LLP as co-bankruptcy counsel; Slaughter and May as co corporate counsel; Advokatfirmaet Thommessen AS as Norwegian counsel; and Conyers Dill & Pearman as Bermuda counsel. Prime Clerk LLC is the claims agent. On April 9, 2021, the board of directors of Debtor Seadrill North Atlantic Holdings Limited unanimously adopted resolutions appointing Steven G. Panagos and Jeffrey S. Stein as independent directors to the board. Seadrill North Atlantic Holdings Limited tapped Katten Muchin Rosenman LLP as counsel and AMA CapitalPartners, LLC as a financial advisor at the sole direction of independent directors. SEAFOOD JUNKIE: Has Deal on Cash Collateral Access -------------------------------------------------- The Seafood Junkie, LLC, tells the U.S. Bankruptcy Court for the District of Colorado it needs to use cash collateral to operate its business, fund its on-going expenses, and pay its employees, all in the ordinary course of business. The Debtor seeks to use cash collateral to generate new business and accounts receivable during its bankruptcy case. In this regard, Seafood Junkie and the Colorado Department of Revenue filed a stipulation regarding the Debtor's use of cash collateral. CDOR asserts a first and prior lien under Section 39-26-117(1)(a) and/or Section 39- 22-604(7)(a), C.R.S., on all assets of the Debtor and the estate, including cash collateral, as that term is defined in 11 U.S.C. section 363(a), to secure its claim in the estimated amount of $17,270, or as subsequently amended. The parties agree that cash collateral will be used solely to pay the ordinary and necessary business expenses of the Debtor as set forth in the final cash collateral order and budget approved by the Court, including the carve-out set forth in the cash collateral order for subchapter V fees and other fees under 28 U.S.C. section 1930. As adequate protection, the Debtor will pay CDOR $1,000 on a monthly basis. Payments will be credited to the Debtor's pre-petition tax obligations. The amounts will not be due until entry of an order approving the Stipulation. The payments will include December 2021 and all months thereafter. CDOR will have a first priority replacement lien on all property of the Debtor and the estate, including without limitation, on all post-petition accounts and accounts receivable, in and securing such amounts as lawfully set forth as secured claims in the proof of claim CDOR filed and any amendments thereto. The Debtor will maintain adequate insurance coverage on all personal property assets to insure adequately against any potential loss and provide proof of such insurance at least annually starting on December 1. These events will constitute an "Event of Default:" a. The Debtor's failure to pay CDOR the $1,000 owing on December 1 and continuing upon the first day of every succeeding month thereafter. b. The Debtor's failure to maintain adequate insurance coverage on all personal property assets to insure adequately against any potential loss and provide proof thereof at least annually with the first proof due on December 1. c. The Debtor's failure to expend cash collateral only for the purpose of ordinary business expenses, including the purchase of replacement inventory, payment of employee wages, and regular overhead expenses including fees under 28 U.S.C. section 1930, as consistent with budgets previously filed in the case by the Debtor. d. The Debtor's failure to file with CDOR, no later than December 21, 2021, all delinquent reports and returns for pre-and-post-petition periods ending on or before November 1; cure and fully pay to CDOR any delinquent post petition taxes by that date; or thereafter timely file all reports and returns with CDOR and timely pay all post-petition taxes due thereunder. A copy of the motion is available at https://bit.ly/3wvYXNb from PacerMonitor.com. About Seafood Junkie LLC Seafood Junkie LLC operates a restaurant known as Manzo's Lobster and Oyster Bar located in Denver. The company filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-15217) on October 14, 2021, listing $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities. Richard Manzo, member, signed the petition. Judge Thomas B. McNamara presides over the case. Buechler Law Office, L.L.C. serves as the Debtor's counsel. SILGAN HOLDINGS: S&P Lowers Senior Notes Rating to 'BB-' -------------------------------------------------------- S&P Global Ratings lowered its rating on Silgan Holdings Inc.'s senior notes to 'BB-' from 'BB' and revised its recovery rating to '6' from '5'. The '6' recovery rating indicates its expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a payment default. S&P also affirmed its 'BBB-' issue-level and '1' recovery ratings on the company's $500 million senior secured notes. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%) in the event of a payment default. S&P said, "Our issue-level and recovery rating downgrade reflects Silgan's proposed $2.5 billion senior secured facilities (unrated), which comprise a $1.5 billion revolving credit facility (RCF) and $1 billion term loan A, and the subsequent impact to recovery expectations on the company's outstanding senior notes. We expect Silgan will use proceeds from the senior secured facilities to pay down about $759 million of RCF borrowings related to recent acquisitions and to fully redeem its existing term loan A ($400 million). "With the incremental $600 million of senior secured term loan A debt and larger RCF (an increase of $300 million), we now expect estimated recovery on Silgan's senior notes to decline to 0%-10% from 10%-30%. "Our 'BB+' issuer credit rating and stable outlook are unchanged. Despite the incremental debt, we expect continued growth in Silgan's underlying business combined with acquisition contributions will enable the company to reduce its debt load and to maintain leverage of below 4x, which is consistent with the current rating." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P revised its issue-level rating to 'BB-' and recovery rating to '6' on Silgan's senior notes. The '6' recovery rating reflects its expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of default. -- S&P affirmed its 'BBB-' issue-level and '1' recovery ratings on the company's $500 million senior secured notes. The '1' recovery rating reflects its expectation for very high recovery (90%-100%; rounded estimate: 95%) in the event of default. -- S&P's simulated default scenario assumes a default in 2026 that stems from a significant drop in customer demand and heightened competition that compress the company's margins. S&P assumes these conditions impair Silgan's ability to meet its ongoing obligations, eventually straining its liquidity and triggering a bankruptcy filing. -- S&P believes the company's underlying business would continue to have considerable value and expect that Silgan would emerge from bankruptcy rather than be liquidated. -- S&P assumes the $1.5 billion revolver is 85% drawn at default because financial covenant restrictions would likely limit availability. Simulated default assumptions -- Simulated year of default: 2026 -- EBITDA at emergence: $452 million -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value (less 5% administrative costs): $2.57 billion -- Valuation split in % (obligors/nonobligors): 75/25 -- Collateral available to secured creditors: $2.52 billion -- Secured first-lien debt: $2.48 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured claims: $45 million -- Senior unsecured debt and pari passu claims: $2.3 billion --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. STEVEN K. THOMAS: Taps Van Horn Law Group as Bankruptcy Counsel --------------------------------------------------------------- Steven K. Thomas Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group, PA to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor regarding its powers and duties and the continued management of its business operations; (b) advising the Debtor regarding its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; (c) preparing legal documents; (d) protecting the Debtor's interest in all matters pending before the bankruptcy court; and (e) representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm's hourly rates range from $150 to $450 for law clerks, paralegals and attorneys. The normal rate charged by Chad Van Horn, Esq., a partner at Van Horn Law Group, is $450 per hour but the attorney has agreed to lower it to $350 per hour. Van Horn Law Group received a retainer in the amount of $7,500, which included a filing fee in the amount of $1,738. In addition, the firm will seek reimbursement for expenses incurred. Mr. Van Horn disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Chad T. Van Horn, Esq. Van Horn Law Group, PA 330 N. Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Email: Chad@cvhlwgroup.com About Steven K. Thomas Inc. Steven K. Thomas Inc. filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-20074) on Oct. 20, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Judge Mindy A Mora presides over the case. Chad Van Horn, Esq., at Van Horn Law Group, Inc. serves as its attorney. TELIGENT INC: Reaches Deal for $12-Mil. Bankruptcy Loan ------------------------------------------------------- Alex Wolf of Bloomberg News reports that generic drugmaker Teligent Inc. won approval to tap the remainder of a $12 million bankruptcy loan package, which will be used to continue marketing its business for a sale. The approval, issued Tuesday, November 9, 2021, at a hearing by Judge Brendan Shannon of the U.S. Bankruptcy Court for the District of Delaware, comes after the New Jersey-based company modified the loan terms as part of a deal with a committee of unsecured creditors that had concerns about their payouts. The modified loan, issued by affiliates of Ares Capital, reduces the amount of pre-bankruptcy debt that can be rolled up into the Chapter 11 financing. About Teligent Inc. Teligent, Inc., a specialty generic pharmaceutical company, develops, manufactures, markets, and sells generic topical, branded generic, and generic injectable pharmaceutical products in the United States and Canada. The company was formerly known as IGI Laboratories, Inc. and changed its name to Teligent, Inc. in October 2015. Teligent, Inc. was founded in 1977 and is based in Buena, N.J. Teligent and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11332) on Oct. 14, 2021. The cases are handled by Judge Brendan Linehan Shannon. As of Aug. 31, 2021, Teligent had total assets of $85 million and total debt of $135.8 million. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and K&L Gates, LLP as legal counsel; Raymond James & Associates, Inc., as investment banker; PharmaBioSource Realty, LLC as real estate consultant; and Portage Point Partners, LLC as restructuring advisor. Vladimir Kasparov of Portage Point Partners serves as the Debtors' chief restructuring officer. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. TRINITY INDUSTRIES: Fitch Affirms 'BB' LT IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of Trinity Industries Inc. at 'BB'. Trinity's senior unsecured notes and revolving credit facility were also affirmed at 'BB'/'RR4'. The Rating Outlook is Stable. The affirmation follows Trinity's announcement that it has agreed to sell its highway products business for $375 million in cash. The sale is expected to close in the fourth quarter of 2021 and the company plans to return a significant portion of the proceeds to shareholders. Fitch expects the sale will be moderately leveraging for Trinity as a result of the loss of earnings from the highway products business, which totaled $47 million (segment profits) in the LTM period. The sale will leave Trinity focused in the railcar industry with sizable leasing and manufacturing businesses. KEY RATING DRIVERS Rating Affirmation: The affirmation reflects expected higher but still moderate financial leverage following the highway products sale as well as current weakness in the leasing and manufacturing operations. The rating is supported by the strong market presence of Trinity's railcar leasing business (Trinity Industries Leasing Company, or TILC), which generates the majority of its consolidated earnings through the cycle, and which balances the more pronounced cyclicality of the railcar manufacturing operations. There are meaningful synergies between manufacturing and leasing as TILC generates substantial railcar orders for Trinity as it obtains lease commitments from its customers. Increased Leasing Leverage: Financial leverage (debt/tangible equity) in the leasing business was 2.2x at June 30, 2021, compared with 2.1x at YE 2020. Fitch includes recourse debt at the parent company in computing this ratio. The rating takes into account increasing financial leverage within the leasing segment over the past few years, with a loan to value on the wholly owned lease portfolio of 63.4% at Sept. 30, 2021, up from 53% as of YE 2019. This compares with the company's target of to 60%-65%. Good Leasing Asset Quality: TILC's credit profile is characterized by good asset quality, sufficient liquidity and financial leverage that has increased but is still moderate. The leasing company's operating performance is driven by core leasing and management services plus gains from asset sales. TILC's asset quality metrics have been relatively steady through the pandemic and, over time, Fitch believes the company will maintain low write-offs and the ability to remarket railcars within the fleet. Freight Railcar Downturn: Trinity's manufacturing operations have been negatively affected by a sharp drop in railcar deliveries in 2020 and 2021 and generally weak market conditions over the past several years. The industry has begun to recover with orders exceeding deliveries in the first nine months of 2021, and Fitch expects the industry will continue to gradually recover in 2022. Weak Manufacturing FCF: FCF after dividends at the manufacturing operations is negative in most years due to low manufacturing margins and ongoing capital requirements, though this is offset by cash flow from the leasing operations and from sizable tax refunds related to the Coronavirus Aid, Relief, and Economic Security (CARES) Act in 2021 and 2022. Consolidated company cash flow will be used to finance growth in the leasing portfolio and for ongoing share repurchases. DERIVATION SUMMARY Trinity's key competitors in its core rail business include The Greenbrier Companies, a railcar manufacturer and lessor, and TTX Co. (A/Stable) and GATX Corp., which are large railcar lessors. Trinity is the largest railcar manufacturer and a meaningful lessor. The credit metrics for Trinity's manufacturing operations vary widely through cycles, while the leasing business is more stable and has below-average leverage. No Country Ceiling, parent/subsidiary or operating environment aspects affect the rating. KEY ASSUMPTIONS -- Revenues from the railcar manufacturing operations decline by around 30% in 2021 and grow by around 20% in 2022; -- The manufacturing segment moves from an operating loss in 2021 improves to a low single digit segment operating margin in 2022; -- Recourse debt at the parent company is allocated to the leasing segment; -- Remaining guardrail legal liabilities are not material. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- An improvement in profitability metrics at the leasing segment while maintaining strong asset quality; -- A more diversified funding profile at the leasing business; -- Slower growth in the leased railcar fleet and/or lower levels of share repurchases leading to flat to lower financial leverage. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A sustained deterioration in earnings and cash flow at the manufacturing operations that prevents a return to mid-cycle cash flow within a normal timeframe; -- A material increase in debt to tangible equity; -- Significant asset quality deterioration at TILC. 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: Trinity had liquidity totaling $1.1 billion as of Sept. 30, 2021. This included $222 million in cash and marketable securities plus $422 million available on a $450 million unsecured revolver that matures in November 2023, and $486 million available on a $1 billion warehouse facility at TILC that matures in March 2024. TILC uses the facility to fund railcar purchases on an interim basis until permanent funding is obtained from securitizations or sales to investment vehicles. Debt Structure: Trinity had $5.2 billion of debt as of Sept. 30, 2021, composed of $400 million of senior notes at the parent company and $4.8 billion of nonrecourse debt at TILC. The senior notes and the revolver are guaranteed by key 100%-owned subsidiaries. TILC Leverage: Under its criteria for rating non-financial corporates, Fitch calculates an appropriate target debt/equity ratio for a finance subsidiary based on asset quality and funding, liquidity and coverage metrics. In TILC's case, Fitch calculates a target leverage ratio of 3.0x, compared with debt/equity of 2.2x at June 30, 2021. Trinity does not maintain a formal support agreement with TILC, but it has an undertaking agreement to ensure leasing contracts are serviced in the event TILC were to default. The bank revolver includes a cross default to Trinity's performance under the agreement. ISSUER PROFILE Trinity Industries, Inc. is a leading provider of railcar products and services in North America, including railcar leasing and management services, railcar manufacturing, and railcar maintenance and modification services. The company also manufactures roadway guardrail, crash cushions and other highway barriers. 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. TRUE ENTERPRISE: Gets OK to Hire Gerard Schrementi as Accountant ---------------------------------------------------------------- True Enterprise, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Gerard Schrementi, a certified public accountant practicing in Florida. Mr. Schrementi's services include: (a) giving advice to the Debtor with respect to its ongoing accounting obligations and the continued management of its business operations; (b) assisting in the preparation of court documents necessary in the administration of the Debtor's Chapter 11 case; (c) protecting the interest of the Debtor in all matters pending before the court; and (d) assisting the Debtor in accounting matters in negotiation with its creditors and in the preparation of a Chapter 11 plan. In a court filing, Mr. Schrementi disclosed that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Schrementi can be reached at: Gerard C. Schrementi, CPA Gerard C. Schrementi, P.C. 21504 Main St Matteson, IL 60443-2743 Tel: (708) 748-2808 Fax: 708-748-2820 Email: gerardschrementi@sbcglobal.net About True Enterprise True Enterprise, LLC is a licensed compost facility in Broward County that properly disposes of vegetative landscaping waste by recycling it into composted soil. True Enterprise filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-19977) on Oct. 18, 2021, listing up to $10 million in assets and up to $1 million in liabilities. Judge Scott M. Grossman oversees the case. David Brown, Esq., at David Marshall Brown, P.A. represents the Debtor as legal counsel while Gerard C. Schrementi, C.P.A. serves as the Debtor's accountant. TTF HOLDINGS: Moody's Affirms B2 CFR Following $180MM Loan Add-on ----------------------------------------------------------------- Moody's Investors Service affirmed TTF Holdings, LLC's (dba "Soliant") B2 corporate family rating and B2-PD probability of default rating following the proposed $180 million term loan add-on. Moody's also affirmed Soliant's B2 instrument ratings on the upsized $479 million senior secured first-lien term loan and existing $30 million senior secured first-lien revolving credit facility. The outlook is stable. Proceeds from the proposed $180 million senior secured first-lien term loan add-on will be used to fund a dividend distribution to shareholders, mainly majority private equity owner Olympus Partners, and to pay transaction related fees and expenses. Ratings Affirmed: Issuer: TTF Holdings, LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Gtd Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: TTF Holdings, LLC Outlook, Remains Stable RATINGS RATIONALE The ratings reflect Soliant's high debt/EBITDA leverage of roughly 4.3x (Moody's adjusted, pro forma with the proposed dividend recapitalization) and relatively small scale with $567 million in revenue as of the 12 months ending September 2021. Soliant is a strong player in the niche education and healthcare markets it serves, but growth and profitability could be pressured if larger staffing companies with deep pockets entered its markets. Moody's anticipates the private equity owner will continue to employ shareholder-friendly financial policies that will keep leverage high, as evidenced by the proposed dividend recapitalization. Soliant is exposed to economic cycles, particularly in the healthcare segment, which generated 47% of total LTM revenue. The company has substantially exceeded its recent forecasts, resulting in improved EBITDA and cash flow that offset the negative impact of the proposed debt-funded dividend. However, the overperformance also highlights the potential volatility of the business model. The incremental debt to fund the proposed dividend will require sustained performance at current EBITDA and cash flow levels, or above, to maintain the company's credit metrics within appropriate levels for the rating category. Soliant benefits from a leading position within the niche special education and healthcare markets it serves. Its ability to identify and invest in skilled staffing segments that command high margins is credit positive. The scarcity of Soliant's specialized contractors can create wage pressure but the company has been historically successful at passing the costs on to its clients, sustaining healthy gross margins. The strategy tends to target rural or low density geographic areas with favorable market dynamics that limit competition and support profitability. Established customer relationships and an extensive database of candidates create barriers to entry. Despite the inherently cyclical and short-term nature of the staffing industry, Soliant's focus on highly specialized (less volatile) segments supports revenue stability. A mostly variable cost structure also mitigates cyclical concerns. Strong margins with minimal capex requirements result in healthy cash flow generation. The stable outlook reflects the expectation that Soliant will sustain relatively stable debt/EBITDA leverage over the next 12 months, below 5x (Moody's adjusted, in the absence of leveraging transactions). The deleveraging benefit of anticipated mid single-digit percentage growth rates in 2022 will be offset by lower profitability. EBITDA margins are expected to tighten back to the 17%-18% range (Moody's adjusted) from current levels around 20%, driven by declining bill rates (from current peak levels) and lower recruiter productivity, as Soliant continues to invest in growth. Moody's expects healthy free cash flow over the next 12 months, with FCF/debt in the 9%-11% range (excluding dividend distributions). Soliant's good liquidity position reflects its $30 million revolving facility (undrawn at closing of the proposed add-on) and the expectation for healthy cash flow, with FCF/debt in the 9%-11% range over the next 12 months (Moody's adjusted excluding one-time dividends). Moody's expects run-rate operating cash flow generation over $50 million annually, well in excess of the annual 1% term loan amortization requirement and capex needs. The first lien revolver includes a 6.5x springing covenant when the drawn amount exceeds 35%. Moody's expects Soliant will maintain an ample cushion against the covenant test. Moody's anticipates the $30 million revolver will cover any seasonal cash flow needs stemming from the nine-month education calendar and associated volatility in working capital. The B2 ratings on Soliant's senior secured first lien credit facilities reflect both the probability of default rating of B2-PD and the loss given default assessment of LGD3. The senior secured first lien credit facilities benefit from secured guarantees from all existing and subsequently acquired wholly-owned domestic subsidiaries. Given the lack of other meaningful debt in the capital structure, the facilities are rated in line with the B2 CFR. The existing first lien credit agreement contains covenant flexibility that could adversely affect creditors. Notable terms include the following: Incremental first-lien debt capacity up to 1) the greater of $70 million and 100% of pro forma consolidated EBITDA for the trailing four quarters, plus 2) additional amounts subject to 4.25x pro forma consolidated first-lien net secured debt leverage (if pari passu secured). No portion of the incremental may be incurred with an earlier maturity than the initial term loans. Only wholly owned restricted subsidiaries must provide guarantees; partial dividend of ownership interest or subsidiaries deemed unrestricted could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. The credit agreement permits the transfer of assets to unrestricted subsidiaries, subject to carve-out capacities, with no explicit assets subject to "blocker" protections. The credit agreement provides some limitations on up-tiering transactions, including the requirement that no amendment shall subordinate (x) any of the obligations to other debt, of (y) any lien securing any of the obligations on the collateral to any other lien, unless such indebtedness is offered ratably to all lenders holding such obligations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if scale increases materially, enhancing Soliant's competitive position and further diversifying its revenue profile, and the company demonstrates a track record of moderate financial policies. An upgrade would also require the expectation that debt-to-EBITDA will remain under 4x (Moody's adjusted), and the company will sustain good liquidity. The ratings could be downgraded if revenue growth or profitability diminish materially compared to historical levels, due to increased competition, saturation in the niche segments Soliant serves, or other factors impacting the business model. Ratings could also be downgraded if the company pursues more aggressive financial policies, such that Moody's expects debt-to-EBITDA will be sustained above 6x. Diminished liquidity, including FCF/debt below 5% (all metrics Moody's adjusted), could also lead to a ratings downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. TTF Holdings, LLC (dba Soliant), based in Atlanta, GA, is a specialized staffing and outsourcing services provider. The company sources and deploys skilled healthcare contractors to public schools, hospitals and life sciences companies. Soliant operates solely in the US and is owned by private equity sponsor Olympus Partners, which purchased the company following the separation from global staffing provider Adecco Group AG (Baa1 stable) in 2019. Revenue for the twelve months ending September 2021 was $567 million. TTF HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B+' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on health care staffing company TTF Holdings LLC (doing business as Soliant Health) to negative from stable and affirmed its 'B+' issuer credit rating. At the same time, S&P affirmed its 'B+' issue-level rating on its secured debt. The '3' recovery rating remains unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. The negative outlook reflects the risk to S&P's base-case forecast that the company will maintain leverage of less than 5.0x. This also incorporates the potential that the demand for its staffing services will decline from currently elevated levels and cause its S&P Global Ratings-adjusted leverage to rise to 5.0x. The debt-funded dividend will also significantly reduce Soliant's capacity to undertake near-term acquisitions at the current rating. S&P said, "Soliant Health's operating performance has been much stronger than we originally projected thus far in 2021. The staffing company, which specializes in deploying health care professionals on a contract basis to schools, hospitals, and life sciences companies, has seen strong demand from hospitals for nurses and other health professionals, partially due to the pandemic. Meanwhile, its demand from the education and life sciences markets has remained steady. Therefore, we revised our full-year 2021 projections to include a greater than 50% increase in its revenue and EBITDA margins of over 18.0%, which compares with 16.6% in 2020. While we expect Soliant's overall demand to moderate in 2022, we project its staffing demand will remain elevated and support a low single digit percent increase in its revenue in 2022 along with EBITDA margins in the 16.5%-17.0% range." Despite its stronger-than-projected performance, the company's leverage will rise to 4.7x due to its significant debt-financed dividend. S&P said, "While Soliant's leverage remains under 5.0x and we expect it to maintain a solid operating performance in 2022, which will likely enable it to readily deleverage to about 4.5x, we view the transaction as an aggressive move given its modest scale and still limited operating tracking as a stand-alone company (Soliant was carved out from Adecco in 2019 and was bought by private-equity firm Olympus Partners in December 31, 2019)." The transaction will also leave the company with limited capacity at the current rating to conduct acquisitions that expand its size and scale or further diversify its offerings, such as in the growing life sciences market. Still, S&P believes Soliant's diverse offerings provide it with a modest competitive advantage, though it does not have the ability to cross-sell its services like some of its peers. The company's education segment, which accounts for more than 50% of its EBITDA, places speech language pathologists, psychologists, occupational therapists, special education teachers, and other educational specialists on assignments for a full school year. In particular, it targets special education directors at individual school districts that struggle to meet the increasing demand for specialized teachers and this business is supported by federal and state regulations and related funding for special education. Soliant's health care segment, which accounts for more than 30% of its EBITDA, places specialized high-bill-rate nurses and allied health professionals in hospitals and other health care settings, often in less-populated geographies. The company's life sciences segment places specialized, high-bill-rate pharmaceutical drug development professionals at small- and mid-size biopharmaceutical companies. The company's business diversity enabled it to avoid much of the disruption stemming from the coronavirus pandemic, which led to elevated volatility for its peers in 2020. The surge in demand for nurses and respiratory therapists during the height of the pandemic more than offset the drastic drop in the demand for roles tied to elective procedures and the slowdown in life sciences development projects. Meanwhile, the company's education segment, its largest, saw steady demand because many schools continued to pay for special education services despite having to provide them remotely. With the dramatic increase in COVID-19 vaccination rates in 2021 and the related decline in infections, elective procedure volumes have largely recovered, which has led to a recovery in the demand for roles tied to such procedures. Furthermore, S&P expects the tight labor market, especially for nurses, to continue to support elevated demand levels for health care staffing. S&P said, "We project Soliant's leverage will remain in the 4.5x-5.0x range because its expansion strategy, which focuses largely on securing new education contracts, will support above-industry-average EBITDA margins. The company's strategy and services are differentiated by its focus on highly specialized professionals with higher bill rates that are often located in less-populated geographies than those of its staffing peers. Because of its focus on niche industries and geographies, Soliant realizes higher EBITDA margins than many of its peers. For this reason, we see its overall credit quality as more similar to that of companies we rate in the 'B+' category, as opposed to its peers we rate in the 'B' category. "The negative outlook on Soliant reflects the risk to our base case assumption that it will maintain S&P Global Ratings-adjusted leverage of less than 5x. This also incorporates the potential that the demand for the company's staffing services will decline from currently elevated levels, causing its S&P Global Ratings-adjusted leverage to rise to 5.0x. The debt-funded dividend also significantly reduces Soliant's capacity to conduct near-term acquisitions at the current rating. "We could lower our rating on Soliant if its S&P Global Ratings-adjusted leverage climbs to more than 5x or its free operating cash flow (FOCF) to debt decline to less than 5%. This could occur if the company experiences operational setbacks that reduce its margins or the demand for its staffing services declines from currently elevated levels. We could also lower our rating if Soliant pursues a more aggressive acquisition strategy than we expect such that its S&P Global Ratings-adjusted leverage rises above 5x. "We would revise our outlook on Soliant to stable if the demand for its staffing services remains strong, supporting solid EBITDA growth and free cash flow generation and enabling it to deleverage and maintain debt to EBITDA of less than 4.5x. Under this scenario, we would also need to be confident that the company intends to maintain leverage of less than 5.0x." UNIFIED SECURITY: Seeks Use of SBA's Cash Collateral ---------------------------------------------------- Unified Security Services, Inc. asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use the cash collateral of the U.S. Small Business Administration on an interim basis in accordance with the budget, with a 15% variance. In order to effectively reorganize, the Debtor must be able to use the cash collateral of its Secured Creditor in order to pay the reasonable expenses it incurs during the ordinary course of its business. The Debtor requests authority from the court to approve interim use of cash collateral to pay the necessary payroll, payroll taxes, insurance, utilities, rent, and other necessary business expenses as set forth in the cash collateral budget. SBA's claim is approximately $14,340. The Debtor has unsecured priority claims to its 35 employees. The Debtor has general unsecured creditors over four pending lawsuits with total aggregate claims in the amount of approximately $5 million. The Debtor was forced to seek Chapter 11 bankruptcy protection as a result of the four lawsuits, a business slowdown related to the COVID-19 pandemic, and an IRS tax liability. The Debtor says the IRS is a secured creditor by virtue of a tax lien. As adequate protection for the Debtor's use of cash collateral, the Debtor proposes to start making adequate protection payments to the IRS in the amount of $700 per month upon obtaining the Court's order granting the Debtor's Motion. A copy of the Debtor's request and its six-month budget through April 2022 is available at https://bit.ly/3C1es0S from PacerMonitor.com. The Debtor projects $$125,256 in gross income and $126,243 in total expenses for November 2021. About Unified Security Services, Inc. Unified Security Services, Inc. was founded in February 2016 by Sherif Antoon. The Debtor provides in person, on-site security personnel to corporations. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-18392) on November 2, 2021. In the petition signed by Sherif Antoon, as president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Sandra R. Klein oversees the case. Michael Jay Berger, Esq. at Law Offices of Michael Jay Berger, is the Debtor's counsel. URBAN ACADEMY: S&P Assigns 'BB+' Rating on 2021A-B Revenue Bonds ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' long-term rating to the Allegheny County Industrial Development Authority's series 2021A and 2021B revenue bonds to be issued for the Urban Academy of Greater Pittsburgh Charter School. The outlook is stable. S&P said, "We assessed Urban Academy's enterprise profile as adequate, characterized by a small, albeit stable enrollment base with strong student retention and adequate academics, a capable management team, and strong charter standing. We assessed Urban Academy's financial profile as adequate based on a trend of solid operations that support healthy profit margins and solid pro forma lease-adjusted MADS coverage, a favorable liquidity profile, and manageable debt burden with no additional debt plans. We believe that, combined, these credit factors lead to an anchor of 'bbb-'. As our criteria indicate, the final rating can be within one notch of the indicative rating. In our opinion, the 'BB+' rating on UA's bonds better reflects the operational and financial risks associated with the school's small enrollment base of fewer than 400 students, which is expected to hold near current levels for the foreseeable future due to facility capacity constraints." "The outlook reflects our view that UA will continue its sustained trend of positive operating margins and healthy pro forma MADS coverage of the past three consecutive fiscal years, along with its liquidity position that has meaningfully strengthened over the same timeframe," said S&P Global Ratings credit analyst Jesse Brady. S&P expects that academics will remain in-line with local competition, and that enrollment will be sustained at or near facility capacity of 360 students. S&P also expects that the school's demand profile will continue to reflect solid academics and stable enrollment. S&P said, "We view the risks posed by COVID-19 to public health and safety as an elevated social risk for the charter sector under our environmental, social, and governance (ESG) factors. We believe this is a social risk for the school should local demand preferences shift toward home-school options amid the spread of the delta variant, potentially affecting enrollment trends. Despite the elevated social risk, we consider the school's environmental and governance risks in line with our view of the sector as a whole. 'We could lower the rating if UA's enrollment declines substantially, and if coverage and liquidity fall to levels no longer adequate for the rating level. Though not expected at this time, a negative rating action could also occur if UA issues additional debt that we believe would materially affect its financial performance and balance-sheet metrics. "While not likely to occur over our outlook horizon due to the school's small enrollment, which somewhat enhances its risk sensitivity, we could raise the rating if UA's financial profile remains steady and its demand characteristics, such as wait list and academics, continue improving such that the waitlist exceeds enrollment and academics are maintained at levels that exceed those of local school district and charter school competitors." US FOODS: Moody's Hikes CFR to B1 & Alters Outlook to Stable ------------------------------------------------------------ Moody's Investors Service upgraded US Foods, Inc.'s ratings, including the corporate family rating to B1 from B2, probability of default rating to B1-PD from B2-PD, senior secured bank facility and senior secured notes ratings to B1 from B3, and senior unsecured notes rating to B3 from Caa1. Concurrently, Moody's assigned a B1 rating to the proposed new term loan B due 2028. The speculative grade liquidity rating remains SGL-1 and the outlook was revised to stable from positive. Proceeds from the proposed $900 million term loan will be used to repay a portion of the company's $1.783 billion initial term loan due 2023. The remaining balance of the initial term loan due 2023 is expected to be repaid with approximately $400 million of cash on hand and proceeds from new senior unsecured debt that US Foods may seek to issue in the near term. The upgrades reflect US Foods' continued recovery in EBITDA and progress in debt repayment, which has led to an improvement in credit metrics. Moody's expects the ongoing recovery in the hospitality and restaurant sectors to drive additional earnings growth. In addition, US Foods is executing on its commitment to deleveraging to its 2.5-3.0x net leverage target (based on the company's definition). Moody's projects that the continued recovery in EBITDA along with the use of the majority of balance sheet cash and discretionary cash flow for debt repayment will support a material reduction in Moody's adjusted debt/EBITDA to 3.5x-4.3x in 2022 from pro-forma 6.7x as of October 2, 2021. Moody's estimates that this is equivalent to 2.9x-3.3x leverage based upon US Foods' definition from 4.8x pro-forma. Moody's took the following rating actions for US Foods, Inc.: Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD New Senior Secured Term Loan B due 2028, Assigned B1 (LGD4) Senior Secured Bank Credit Facility, Upgraded to B1 (LGD4) from B3 (LGD4) Senior Secured Regular Bond/Debenture, Upgraded to B1 (LGD4) from B3 (LGD4) Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD5) from Caa1 (LGD6) Outlook, changed to Stable from Positive RATINGS RATIONALE US Foods' B1 CFR is supported by the company's scale and market position as the second largest player in US food distribution, serving a diversified customer base of restaurants, hospitality, healthcare, and education customers. The company's restaurant volumes have exceeded 2019 levels since April 2021, and the hospitality segment continued to improve with the return of travel across the US. Like other large peers, US Foods has also gained new customers because of market share gains during the pandemic. Near-term earnings improvement should also be supported by synergies from the 2019 Food Group acquisition, whose integration is proceeding on plan. Moody's base case reflects expectations for a steady earnings recovery towards pre-pandemic levels, which together with debt repayment would reduce leverage towards 3.5x-4.3x Moody's-adjusted debt/EBITDA in 2022. In addition, the rating benefits from the company's very good liquidity, including an estimated $370 million pro-forma balance sheet cash, positive annual cash flow generation and approximately $1.737 billion availability under the $1.99 billion asset-based revolving credit facility. The rating is constrained by governance considerations, including US Foods' aggressive acquisition strategy, highlighted by its debt-financed acquisitions of SGA's Food Group of Companies and Smart Foodservice, as well as the involvement of private equity with board representation and a preferred equity stake equivalent to 10% of common stock on a fully-diluted basis. Nevertheless, the company has committed to deleveraging to the 2.5-3x target range maintained prior to the large recent acquisitions. Current leverage is high with Moody's-adjusted debt/EBITDA at 6.7x pro-forma for the transaction, and the sector continues to face labor availability pressures that could hinder earnings recovery. The rating also incorporates the fragmented and highly competitive nature of the food distribution industry in which the company operates. The stable outlook reflects Moody's expectations for very good liquidity and continued deleveraging. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include a sustained earnings improvement and a balanced financial strategy that results in debt/EBITDA maintained under 4.5 times and EBITA/interest expense above 2.75 times. An upgrade would also require maintaining or improving market share and continued very good liquidity. Factors that could lead to a downgrade include a lack of material improvement in operating performance or the adoption of a more aggressive financial strategy, such that debt/EBITDA does not decline to and remain below 5.25 times or if EBITA/interest expense remains below 2 times. A sustained deterioration in liquidity for any reason could also lead to a downgrade. US Foods, Inc. (US Foods) is a leading North American foodservice distributor, with annual revenues of around $28 billion as of October 2, 2021. The company operates as a national broadline distributor, providing a complete range of products to restaurants, healthcare, hospitality, education, and other end segments. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. US FOODS: S&P Affirms 'BB-' ICR on Refinancing, Outlook Stable -------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating, assigned its 'BB' rating to the proposed term loan B, and raised its rating on the remaining senior secured debt to 'BB' from 'BB-'. The recovery rating on the senior secured debt improves to '2', indicating that creditors could expect substantial (70%-90% recovery; 75% rounded estimate) recovery in the event of a payment default, from '3'. The higher recovery rating reflects the lower amount of senior secured debt in the pro forma capital structure. S&P said, "At the same time, we affirmed our 'B+' rating on the existing $900 million senior unsecured notes due 2029 with a recovery rating of '5' (10%-30% recovery; 15% rounded estimate). This includes the impact of the contemplated new unsecured debt transaction. "Our expectation for improving demand and labor conditions will outstrip continued high food costs and supply chain challenges. "We expect solid demand for US Foods' services to continue into the coming quarters, assuming there are no adverse COVID-19 developments, following its third quarter 35% top-line growth, which consisted of 18.5% volume, 11.5% inflation, and 5% favorable mix shift. We believe the company's volumes are within 5%-10% of pre-pandemic levels as restaurants are benefiting from the return of on-site dining as well as continued solid delivery and takeout business. Certain sectors, such as healthcare and particularly hospitality, will continue to lag for some time, though they should improve in 2022. The solid third-quarter volume expansion drove about 30% adjusted EBITDA growth, and we assume continued solid double-digit adjusted EBITDA growth in the fourth quarter, though second-half adjusted EBITDA is still about 20% below pre-pandemic levels. Inflation, labor, and supply chain headwinds have constrained US Foods' ability to grow adjusted EBITDA and strengthen credit ratios in line with our prior forecast. We estimate trailing-12-month Oct. 2, 2021, adjusted leverage was 7x (though third-quarter annualized leverage was 5.5x-6.0x), compared to our prior expectation for 2021 of 5x, which we now believe will be reached later in 2022." Quarterly gross profit margin percentage has declined from about 18.5% in the second half of 2020 to 16.5%-17.5% through the first three quarters of 2021 primarily because of high food cost inflation--recently 8%-12%. S&P said, "We do not adjust our gross profit and EBITDA figures for last-in, first-out (LIFO) reserve changes since LIFO provides a better matching of current costs against revenues. Nevertheless, as a large national distributor with fast-turning inventory (less than 30 days), we believe the company will be able to catch up to elevated food costs. S&P Global Ratings economists believe inflation will begin to moderate in 2022." US Foods has also wrestled with supply chain inefficiencies that have plagued the wider economy--including high transportation costs and reduced vendor fill rates. It has also experienced labor shortages and higher costs within its operations, namely drivers and warehouse selectors. Nevertheless, S&P believes the company is getting closer to adequate staffing levels, though a meaningful productivity improvement--including new hires getting up the learning curve--will take at least a few quarters. US Foods' financial policy targets meaningful credit ratio improvement. Management has stated its intention to reach 2.5x-3.0x company-defined net leverage, at which time it will likely begin share repurchases. S&P estimates under a more typical low single digit inflation environment (without large LIFO adjustments) that this equates to 3.5x-4.0x S&P Global Ratings adjusted leverage. While we believe most of this potential deleveraging would come from EBITDA growth, the company has reduced net reported debt since the beginning of the year by about $300 million and will apply about $400 million of cash toward retiring the term loan B due 2023. Our adjusted debt figure for US Foods is net of cash; nevertheless, its debt repayment behavior increases the credibility of its financial policy objectives. S&P said, "The stable outlook reflects our expectation that demand for food away from home will continue to improve and the company will increase gross profit dollars by passing through most inflation--which our economists believe will moderate--to customers. This should help offset continued high operating expenses and lead to sustained credit measure improvement, including S&P adjusted leverage approaching 5x by mid-2022. We assume US Foods will continue to prioritize credit metric improvement in line with its stated financial policy." S&P could lower the rating over the next 12 months if profitability does not rebound in line with our expectations, leading to adjusted leverage sustained above 5x, potentially due to: -- Rising operating expenses because of escalating labor costs or supply chain inefficiencies; -- A reduction in gross profit because of an inability to pass through high inflation or falling volumes if people reduce spending on increasingly expensive food away from home; -- Negative COVID-19 developments, including the emergence of new variants; or -- Escalating competition from large rivals and smaller regional and local competitors. S&P could raise the rating over the next 12 months if the company reduces adjusted leverage closer to 4.5x. This could occur if US Foods meets its 2022 forecast, which includes: -- Volumes continue to rebound as COVID-19 risk diminishes; -- Inflation ebbs and the company effectively manages through ongoing labor and supply chain headwinds; and -- The company continues to prioritize debt repayment to strengthen credit metrics. VALLEY FARM: Bid to Use Cash Collateral Denied ---------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has denied the motion filed by Valley Farm Supply, Inc. for authority to use cash collateral based on the record of the case and the arguments of counsel, and for the reasons stated on the record at the hearing. The Court has converted the case to one under Chapter 7 effective November 5, 2021. A copy of the order is available for free at https://bit.ly/3F1FoiD from PacerMonitor.com. About Valley Farm Supply Valley Farm Supply, Inc., a wholesaler of farm product raw materials based in Nipomo, California, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11072) on Sept. 2, 2020. The petition was signed by Peter Compton, president. At the time of filing, the Debtor disclosed total assets of $3,711,542 and total liabilities of $8,460,250. Judge Deborah J. Saltzman oversees the case. The Debtor tapped Beall & Burkhardt, APC, as counsel; Terence J. Long as restructuring consultant; and McDermott & Apkarian, LLP as accountant. Community Bank of Santa Maria, as secured creditor, is represented by Sandra K. McBeth, Esq., at McBeth Legal. Simplot AB Retail, Inc., as secured creditor, is represented by Hagop T. Bedoyan, Esq. -- hagop.bedoyan@mccormickbarstow.com -- at McCormick Barstow. The case was converted to one under Chapter 7 effective November 5, 2021. VIASAT INC: S&P Places 'BB-' ICR on CreditWatch Negative -------------------------------------------------------- S&P Global Ratings placed all of its ratings on U.S.-based satellite provider Viasat Inc., including its 'BB-' issuer credit rating, on CreditWatch with negative implications. The CreditWatch placement reflects that S&P could lower its issuer credit rating on the company by one-notch or affirm its ratings following a more in-depth analysis of its growth potential in the mobility and internet of things (IoT) markets, as well as its capital spending plans, anticipated synergies, integration plans, ability to reduce leverage and the competitive threats facing the combined business. Viasat Inc. has announced plans to purchase U.K.-based satellite provider Inmarsat for $7.3 billion (including $3.4 billion of assumed debt, $850 million of cash, and 46 million shares of Viasat stock valued at about $3.1 billion). The acquisition of Inmarsat will improve Viasat's geographic and end-market diversity while accelerating its global coverage plans. The combined company will operate a global fleet of 19 satellites, which will accelerate Viasat's expansion into Europe and Asia by 2-3 years. It will also provide the company with greater scale in potential growth verticals, such as maritime and aviation, while shrinking its exposure to U.S. consumer broadband (which will likely face pressure from government-subsidized fiber buildouts over time). S&P also sees opportunities for Viasat to support innovation in the IoT market. S&P said, "However, we believe the integration of Inmarsat will heighten Viasat's execution risk. We anticipate the company's expansion into new regions and service verticals will elevate its execution risk at a time when it is already facing heightened risks related to its upcoming satellite launches. While Inmarsat will also provide it with experience and established customer relationships in key markets, it is unclear how the combined business' management responsibilities will be allocated. Decisions regarding the management of the combined company will be made as part of the integration planning process. We believe there is some potential that this deal will split management's focus while the industry faces a shifting competitive landscape." S&P believes the makeup of the company's management team could influence its longer-term strategic direction, particularly with respect to its response to emerging low earth orbit (LEO) technology. Inmarsat announced plans in July 2021 for a multi-orbit strategy, dubbed Orchestra, involving a terrestrial 5G layer combined with 150-175 LEO satellites, which it expected to offer the lowest latency and best network speeds available when paired with geosynchronous equatorial orbit (GEO) and highly elliptical orbit (HEO) satellites. However, Viasat's management emphasizes opportunities around air-to-ground technology to reduce the latency of its service and has highlighted potential LEO partnerships. The acquisition synergies are relatively modest and do not involve any immediate plans for fleet consolidation. Management has identified $80 million of cost savings (about 3% of operating expenses) related to the elimination of network and overhead redundancies. In addition, it expects about $110 million of capital investment savings annually from the rationalization of ground infrastructure, software, and back office systems spending. While S&P believes there is a relatively high probability that Viasat will realize these synergies, it may take a few years to achieve them. However, there are no immediate plans to alter the company's 10 satellite launches planned over the next three years even though Viasat's network is interoperable with Inmarsat's. Specifically, Viasat will be expanding its capacity to support the expansion of in-flight connectivity by launching 3 Viasat-3 satellites, on each over North America, Europe, and the Asia-Pacific region. Inmarsat also plans to expand its global capacity by launching 7 high-throughput Global Express satellites by 2023. Still, over longer term, there may be opportunities for management to realize some satellite fleet capital efficiencies. S&P said, "We plan to resolve the CreditWatch after a discussion with management to gain more clarity around their strategy for the combined business and its planned capital structure, as well as their integration plans and financial policy. We will need to assess the strategic merits of the transaction, including the expansion into new geographies and verticals and improved scale, which will be somewhat offset by a more aggressive financial risk profile and potential integration risk. "Based on management's guidance for pro forma debt to EBITDA of about 5x as of year-end 2022 (including the realization of synergies) and a leverage ceiling of 5x, we believe any downgrade would likely be limited to one notch." VICTORY CAPITAL: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Victory Capital Holdings Inc. to stable from positive. S&P also affirmed its issue and issue-level credit ratings at 'BB-'. At the same, time S&P assigned its 'BB-' senior-secured rating to its proposed term loan B with a recovery rating of '4' indicating its expectation of average recovery (45%) in the event of default. Rationale On Nov. 4, 2021, Victory Capital Holdings Inc. (Victory) entered into a definitive agreement to acquire 100% of WestEnd Advisors (WestEnd), an independent institutional asset manager with $17.5 billion in assets under management. S&P said, "The outlook revision reflects our view that the acquisition and subsequent debt issuance will push leverage, as measured by gross debt to EBITDA, to the mid-3.0x range from just below 2.0x. Nevertheless, we still expect leverage to be well within our tolerances despite the added debt given Victory's history of aggressive debt repayment after the USAA acquisition. Since 2019, Victory has repaid approximately $454 million of its outstanding debt, leading to improved leverage and interest coverage metrics. Furthermore, we believe that Victory may remain acquisitive, leaving credit metrics elevated. Although we considered integration less of a risk for Victory, we believe it is still possible that synergies from the acquisition are not fully realized." Once fully integrated, the recent acquisitions of WestEnd Advisors and New Energy Capital Partners (NEC) will further diversify Victory's product offering and provide new avenues of growth. Victory's assets under management (AUM) have been relatively flat over the past several years, largely because of sizable net outflows partially offset by market appreciation and acquisitions. Since 2019, the company experienced approximately $11 billion in long-term net outflows, largely as a result of the sale of USAA's brokerage. That said, its flows have begun to improve with modest net inflows in the second and third quarters of 2021. S&P believes that the two acquisitions will further improve Victory's flows. From 2016 to 2020, WestEnd grew its AUM at a compound annual growth rate of 42%, with $4.6 billion in positive net flows and $4 billion in positive market action. For the first three quarters of 2021, the company continued its strong momentum, as client assets grew 53%, with $3.5 billion in net inflows and $2.6 billion in positive market movement. S&P believes that these strong flows could help offset some of the outflows Victory has seen in recent years. Like WestEnd, NEC offers another catalyst for growth. The company has higher average fee rates and new product offerings that distinguish it from Victory's current franchises. S&P said, "In addition, we view the company's longer-term locked-up capital as a credit positive because it provides visibility into future free cash flows. Together, we believe NEC and WestEnd could help elevate Victory's existing organic growth strategy and further bolster its AUM base." Victory has a successful record of integrating its franchises, including the addition of USAA, which nearly doubled the company's AUM in 2019. While S&P expects little integration risk from these two transactions, any additional debt-funded acquisitions could add to performance volatility. S&P said, "We forecast that leverage will be between 3.0x to 4.0x as a result of the transaction. In addition to the new term loan, we include contingent payments made to WestEnd as part of our debt calculation. Similarly, contingent payments related to USAA acquisition are also treated as debt. Moreover, our calculation of EBITDA does not add back restructuring and debt issuance charges. We expect our leverage metrics will be higher than the company's reported figures." Outlook S&P said, "The stable outlook reflects our expectation that leverage, as measured by debt to EBITDA, will remain between 3.0x-4.0x over the next 12 months. We believe that WestEnd will be the primary driver of growth over the next several years. In our view, we expect roughly flat growth from Victory absent WestEnd. In our base case, we expect Victory to de-lever after both deals close by using free cash flow to repay debt." Downside scenario S&P could lower the rating if operating performance deteriorates such that leverage increases, either as a result of net outflows or a decline in AUM. Another debt-funded acquisition or special dividend could also result in a revision to a negative outlook, as could absolute leverage rising above 5.0x. Upside scenario An upgrade is contingent on leverage remaining sustainably below 3.0x, as well as solid investment performance with improving flows. Company Description Victory is a multi-boutique asset manager that provides investment services to institutions, intermediaries, retirement platforms, and individual investors. The company offers separately managed accounts, collective trust funds, open-end mutual funds, exchange-traded funds (ETFs), unified managed accounts, and wrap separate accounts. The company, primarily owned by Crestview Partners, a private equity firm, has grown through mergers and acquisitions in recent years. Victory will have 12 autonomous franchises once it closes on NEC and WestEnd. Our Base-Case Scenario Assumptions -- S&P expects revenue to increase by approximately 15% in 2021 and 5%-10% during 2022 and 2023 driven by the addition of WestEnd. -- Consequently, S&P weighs 2022 and 2023 at 50% each to reflect true operating power. -- S&P's assumption for net flows on Victory's legacy business (ex-WestEnd) is zero, and it likewise gives no credit for market appreciation. -- S&P expects WestEnd's compound annual growth rate to be approximately 38% over the next several years. -- S&P believes operating expenses will run between $450 million to $550 million per year before restructuring and other one-time charges. -- S&P doesn't believe Victory will undergo any significant acquisitions in the next 6-12 months. -- S&P doesn't net cash due to the company being financial sponsored owned. Simplified Waterfall -- Emergence EBITDA: $119.2 million -- Multiple: 5.0x -- Gross recovery value: $596 million -- Net recovery value for waterfall after 5% administrative expenses: $566.2 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated priority claims: None -- Remaining recovery value: $566.2 million -- Estimated first-lien claim: $1,225.9 million -- Value available for first-lien claim: $566.2 million -- Recovery range: 45% WHISPER LAKE: Case Summary & 18 Unsecured Creditors --------------------------------------------------- Debtor: Whisper Lake Developments, Inc. 2006 Grandview Road Ferndale, WA 98248 Business Description: Whisper Lake Developments is engaged in activities related to real estate. The Debtor is the owner of five real properties located in Washington having a total current value of $9.53 million. Chapter 11 Petition Date: November 10, 2021 Court: United States Bankruptcy Court Western District of Washington Case No.: 21-12060 Debtor's Counsel: Christine M. Tobin-Presser, Esq. BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, WA 98101-2373 Tel: (206) 292-2110 Fax: (206) 292-2104 E-mail: ctobin@bskd.com Total Assets: $9,666,063 Total Liabilities: $5,562,777 The petition was signed by Eric Orse, president, Orse & Company, Inc., CRO. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6LFKIRA/Whisper_Lake_Developments_Inc__wawbke-21-12060__0001.0.pdf?mcid=tGE4TAMA WINDSOR GREEN: Tamid to Auction LLC Interests Nov. 30 ----------------------------------------------------- Tamid LLC ("secured party") is selling all of the limited liability company membership interests of Windsor Green Estates LLC ("debtor"), which is a New York LLC owning real property located in New Windsor, New York, via Virtual public auction on Nov. 30, 2021, at 10:00 a.m. EST. For further information regarding the sale, contact: Harold Bordwin Principal and Co-President Keen-Summit Capital Partners LLC 1 Huntington Quadrangle Suite 2C04 Melville, New York 11747 Tel: 46-381-9201 Email: hbordwin@keen-summit.com WOODSTOCK LANDSCAPING: Wins Final OK on Cash Collateral Use ----------------------------------------------------------- Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York, authorized Woodstock Landscaping & Excavating, LLC to use cash collateral, on a final basis, to pay for the Debtor's operating expenses, pursuant to the monthly budget. Judge Morris further ruled that: * the Debtor shall file a proposed budget for each successive pre-confirmation month after November 2021; * the New York State Department of Taxation and Finance ("NYSDTF") is granted postpetition replacement liens in and to property of the estate of the kind securing the prepetition debt; and * the Debtor shall timely pay payroll tax deposits and timely file payroll tax returns as required by law. The Court also ruled that no funds may be spent in excess of the 110% of the amounts set forth in the approved budget without further Court order except in the event of emergency and only upon written consent of Commercial Credit Group Inc., the Internal Revenue Service, and the NYSDTF. The Debtor's receivables are subject to filed prepetition federal tax liens and state tax warrants, as well as a blanket lien asserted by equipment finance lender CCG. The Debtor has previously entered into consent orders on the use of cash collateral with CCG and the IRS. ROC Funding Group, LLC and PIRS Capital, LLC, merchant cash advance funding companies that entered into future accounts receivable purchase contracts with the Debtor prepetition, have objected to the Debtor's use of the cash collateral, asserting that they own part of the Debtor's accounts receivable. The Debtor, however, has argued that the ROC and PIRS assignments are not enforceable postpetition by operation of Section 552 of the Bankruptcy Code. At the final cash collateral hearing held on October 19, 2021, the Court approved the Debtor's use of cash collateral on a final basis on the record, directing the submission of an order granting the motion, consistent with prior interim orders. Objecting creditors ROC and PIRS did not appear at said hearing, the Debtor disclosed. Entry of the current order does not constitute a waiver of the rights of the IRS, NYSDTF, CCG, PIRS or ROC to (i) seek any other or supplemental relief with respect to the Debtor, including the right to seek additional adequate protection; (ii) request modification of the automatic stay; or (iii) request dismissal of the Chapter 11 case or successor case; conversion of the Chapter 11 case to one under Chapter 7; or appointment of a Chapter 11 trustee or examiner with expanded powers. A copy of the order is available for free at https://bit.ly/3mVyF3L from PacerMonitor.com. About Woodstock Landscaping & Excavating, LLC Woodstock Landscaping & Excavating, LLC -- http://www.wdstlandscaping.com/-- operates a landscape installation, maintenance and general excavating business in Ulster County, New York. Its primary customers are real estate developers and builders in the Mid-Hudson Valley, although it also services commercial accounts. The Debtor maintains a nursery in West Hurley, New York. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-35565) on July 22, 2021. In the petition signed by Theresa Gutierrez, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Cecelia G. Morris oversees the case. Michael D. Pinsky, Esq., at Law Office of Michael D. Pinsky, P.C. is the Debtor's counsel [*] 43 Attorney-Generals Back Bankruptcy Forum Shopping Bill ------------------------------------------------------------ Humberto J. Rocha of Law360 reports that more than 40 attorneys general across the country demonstrated their support for proposed legislation that would curtail corporations' ability to engage in "forum shopping," saying the current law allows for abuse of the legal system's bankruptcy courts. In a letter written Tuesday, November 9, 2021, to congressional and judiciary committee leadership, the attorneys general expressed their support for H.R. 4193 and S. B. 2827 -- both known as the Bankruptcy Venue Reform Act of 2021 -- a bipartisan effort to curtail companies' abilities to file bankruptcy cases in courts of their own choosing. The Attorneys General are from Connecticut, Ohio, Texas, Alaska, Arizona, and 38 other states. "We support H.R. 4193, and S. 2827, the Bankruptcy Venue Reform Act of 20211. Under the current venue provisions in 28 U.S.C. Sec. 1408, individuals can file bankruptcy only in the district in which they have resided for a majority of the 180 days prior to filing. Corporations, however, can file in any district in which they are incorporated, have their principal place of business or principal assets -- or in any district where an affiliated entity, no matter how small or recently created, has filed bankruptcy using any of these provisions," the Attorneys General said. "There have been numerous examples where corporations have taken advantage of this freedom: Eastern Airlines, based in Florida, filed in New York in the 1980s, relying solely on the location of its frequent flyer club subsidiary. Enron and Worldcom similarly were able to file in New York in 2001 and 2002 based on initial filings by single small subsidiaries affiliated there, even though they were based in Texas and Mississippi, respectively and had by far the largest amount of their operations in those states. General Motors, an iconic Michigan company, used a single dealership based in Harlem to allow it to file in New York in 2009 while Patriot Coal, which was headquartered in St. Louis and had subsidiaries in a number of coal states, filed in New York based on its incorporation of two new subsidiaries there (where it previously had no assets) the month before it filed in 2012. Similarly, the Herald newspaper, which had been publishing in Boston since 1846, filed bankruptcy in Delaware in 2017 and that same year, Venoco, LLC, a Denver-based company, also filed bankruptcy in Delaware following massive losses incurred from an oil spill from its Santa Barbara, CA operations. There are many other examples of such filings in venues that have nothing to do with a debtor's primary operations or business." "By incorporating a single subsidiary in a favored jurisdiction, corporations can engage in rampant forum shopping, allowing them to pick a court with favorable law on issues ranging from the merits of the claims against it to the applicable statutes of limitation, the fees that its lawyers will be able to command, and the releases it will seek to provide to its officers, insiders, and non-debtor third parties. This ability to control the law to be applied to one's affairs is not allowed in any other area of the law. At a minimum, it has encouraged placing cases in some of the most expensive legal markets in the country, contributing to the growing costs of these cases." "Under the current venue provisions, for many years the most significant bankruptcy cases were filed in the Southern District of New York or the District of Delaware despite neither being the natural venue for such filings. On a number of occasions this has been done through shell subsidiaries created solely for the purpose of enabling such a filing. The same issue has begun to arise in a few other districts in recent years and while we respect the expertise of the judges in these districts, we reject the argument that other judges are not equally capable of exercising an expertise in corporate cases, large or small or that there is something inherent in those districts that makes those courts uniquely qualified to handle such cases. Moreover, by allowing debtors to choose their courts -- and, in some instances their own judge from a group of only one or two -- this inherently exposes those judges and their decisions to heightened scrutiny and criticism. That is particularly true when the ability to choose those courts and judges lies solely within the unilateral control of the debtor itself. No other defendant is allowed such freedom, but the current system plainly allows such abuse." [*] Bankruptcies in Colorado Decreased 27% in October 2021 ---------------------------------------------------------- Christopher Wood of Report Heard reports that Colorado bankruptcy filings continued their decline from year-ago numbers in October, dropping 27.35% compared with the same period in 2020, with bankruptcy filings also declining or flat in Larimer, Weld, Boulder, Broomfield counties. That's according to a BizWest analysis of U.S. Bankruptcy Court data. The state recorded 470 bankruptcy filings in October 2021, down from 647 a year ago and one less than in September 2021. Year to date, bankruptcy filings totaled 5,493 statewide, down 23.3% from 7,164 recorded through October 2020. Among counties in Northern Colorado and the Boulder Valley: * Larimer County filings totaled 31 in October, compared with 38 a year ago. year-to-date filings totaled 272, down from 362 through October 2020. * Weld County bankruptcy filings totaled 31 in October, down from 49 recorded a year ago. Year to date, Weld County has recorded 384 bankruptcy filings, compared with 458 a year ago. * Boulder County recorded 19 bankruptcy filings in October, compared with 26 in October 2020. Year-to-date filings totaled 200, compared with 263 a year ago. * Broomfield recorded eight bankruptcy filings in October, the same number recorded in October 2020. Year-to-date filings totaled 67, down from 90 in 2020. [*] Bankruptcy Filings in Hawaii Decreased 30.4% in October 2021 ---------------------------------------------------------------- Dave Segal, writing for The Honolulu Star-Advertiser, reports that bankruptcies in Hawaii continued their year-long deep dive by tumbling 30.4% in October 2021 to their lowest total for that month in 15 years. The 87 cases in October marked the ninth month out of 10 this year that filings were down from the year-earlier period, and was the fourth month in a row when cases had fallen below 100, according to new data released by the U.S. Bankruptcy Court, District of Hawaii. The last time there were fewer cases in October was in 2006 when 85 cases were filed. There were 125 cases filed in October 2020. Honolulu bankruptcy attorney Greg Dunn expects bankruptcies to continue their downward trend through the rest of the year. "November and December months are normally slower for bankruptcy case filings because most people try to avoid filing for bankruptcy during the holidays, " Dunn said. "I foresee bankruptcy cases to start picking up in January because we are seeing an increase in debt inquiries in the last couple months. I believe that there are more consumers out there that need debt relief due to threats of being sued by their creditors and threats of garnishment than what the numbers reflect by the recent bankruptcy filings." There have been 1, 014 filings through the first 10 months of the year, down 20.4% from 1, 274 at the same time in 2020. At the current pace the state will finish the year with 1, 217 filings to mark the lowest annual total since there were 955 in 2006, when there were fewer cases because people had rushed to file in 2005 ahead of an October change in the Bankruptcy Code that made it more difficult and costly to seek financial protection. Even though the state's eviction moratorium ended in August, tenants still have more time to respond to eviction notices and the right to a mediation session with landlords. The law also limits initial eviction filings to tenants who owe at least four months of back rent. "There has been a lot of government assistance since the pandemic, but these benefits are running out, " Dunn said. "I've noticed that people are coming in to file and start bankruptcies because their unemployment compensation and their pandemic unemployment assistance has run out. There are a lot of people that want to file bankruptcy, but they don't have the money to file." Dunn said his office is filing more cases because people's checks are being garnished or they are being sued by their creditors. "The consumer cannot afford to have their paychecks garnished up to 25% each time they get paid and continue paying rent, food and necessities with the high cost of living in Hawaii," Mr. Dunn said. "This is what drives people into bankruptcy. With inflation continuing to rise and paychecks remaining the same, consumers will continue to use their credit cards and borrow money to make up the difference to pay their monthly expenses, driving more bankruptcies to be filed." In October 2021, Chapter 7 liquidation filings -- the most common type of bankruptcy -- dropped 32.3 % to 63 from 93 in the year-earlier period. Chapter 13 filings, which allow individuals with regular sources of income to set up plans to make installment payments to creditors over three to five years, fell 25 % to 24 from 32. There were no Chapter 11 filings last month or in the year-earlier period. Chapter 11 filings are primarily for business reorganization. Around the state, bankruptcies fell in three of the four major counties last month. Honolulu County filings dropped to 57 from 91, Hawaii County filings declined to nine from 11 and Maui County filings fell to 15 from 21. Kauai County filings tripled to six from two. [*] Claims Trading Report - October 2021 ---------------------------------------- There were at least 420 claims that changed hands in Chapter 11 corporate cases in October 2021: No. of Claims Debtor Transferred ------ ------------- Sears Holdings Corporation 85 American Berber, Inc. 78 EHT US1, Inc. 32 Grupo Aeromexico, S.A.B. de C.V. 31 LATAM Airlines Group S.A. 29 China Fishery Group Limited (Cayman) 19 Forever 21, Inc. 14 Intelsat S.A. 14 American Carpet Group, Inc. 9 China Fisheries International Limited (Samoa) 9 N.S. Hong Investment (BVI) Limited 9 Avianca Holdings S.A. 6 Evergreen Gardens Mezz LLC 6 Henry Ford Village, Inc. 6 Lehman Brothers Holdings Inc. 6 Mallinckrodt plc 5 Pancakes & Pies, LLC 5 Evergreen Gardens I LLC 4 Parisi & Powell Corp., dba PRD Construction 4 The Hertz Corporation 4 Boy Scouts of America 3 CMC II, LLC 3 Cortlandt Liquidating LLC, et al. 3 GDC Technics, LLC 3 GGI Holdings, LLC 3 Le Tote, Inc. 3 USA Gymnastics 3 DJM Holdings, LTD 2 Health Diagnostic Laboratory, Inc. 2 Neiman Marcus Group LTD LLC 2 Pier 1 Imports, Inc. 2 Professional Financial Investors, Inc. 2 RTW Retailwinds, Inc. 2 Welded Construction, L.P. 2 A Merryland Operating LLC 1 Bluestem Brands, Inc. 1 Brazoria Hydrocarbon, LLC 1 Brazos Electric Power Cooperative, Inc. 1 Canadian River Ranch, LLC 1 GYPSUM RESOURCES MATERIALS, LLC 1 J. C. Penney Company, Inc. 1 L'Occitane, Inc. 1 PDH Windup Inc. 1 Pipeline Foods, LLC 1 South Coast Behavioral Health, Inc. 1 Tango Transport, LLC 1 The MLAC Castle Atlanta, LLC 1 Video Corporation of America 1 VK Lev Investments, LLC 1 WC Culebra Crossing SA, LP 1 Young Smiles Pediatric Dentistry & Spa, P.A. 1 Notable claim purchasers for the month of October are: A. In Sears Holdings' case: IGCFCO V, LLC 7114 E. Stetson Dr., Suite 250 Scottsdale, Arizona 85251 Tel: (646) 558-2825 Attn: Jim Barrons B. In American Berber's case: Howard E. Johnson c/o Leon S. Jones, Esq. 699 Piedmont Avenue, NE Atlanta, GA 30308 Tel: (404) 564-9300 C. In EHT US1, Inc.'s case: CRG Financial LLC 100 Union Ave Cresskill, NJ 07626 Tel: (201) 266698 D. In Grupo Aeromexico's case: Invictus Global Management, LLC 310 Comal Street, Building A, Suite 229 Austin, TX 78702 Tel: (512) 359-8450 JUPITER AVIATION PARTNERS LLC c/o Maples Corporate Services Limited P.O. Box 309, Ugland House, Grand Cayman, KY 1-1104 Cayman Island Tel: + 1 345-949-8066 E. In LATAM Airlines' case: Citigroup Financial Products Inc. Kenneth Keeley Citigroup Global Markets 388 Greenwich Street, Trading Tower 6th Floor New York, NY 10013 Tel: (212) 723-6064 (302) 894-6175 Whitebox Multi-Strategy Partners, LP 3033 Excelsior Blvd., Suite 500 Minneapolis, MN 55416-4675 Attn: Scott Specken [*] U.S. Federal Aid Curbed Bankruptcies Through COVID Pandemic --------------------------------------------------------------- Amanda Pampuro of Courthouse News reports that despite dire outlooks, U.S. bankruptcies continued on a four-year decline through the Covid-19 pandemic according to research published by the Administrative Office of the U.S. Courts on Monday. One key reason: economic relief. According to the report, "increased government benefits and moratoriums on evictions and certain foreclosures may have eased financial pressures in many households." Bankruptcy filings often climb side by side with unemployment rates. With unemployment peaking at 14.8% in April 2020, some economists therefore expected a subsequent hike in evictions, foreclosures and bankruptcies. The $1.2 trillion CARES Act signed in March 2020 seems to have stanched some of the economic bleeding. The unprecedented stimulus package paid out stimulus checks, increased unemployment benefits, and placed moratoriums on evictions and foreclosures. Between September 2020 and September 2021, bankruptcies fell nearly 30%. Less than half a million individuals, 434,540 declared bankruptcy during that time period, compared with 615,561 a year prior. The 2021 figure includes 16,140 business and 418,400 non-business filings. This marks the lowest year of bankruptcy filings since 2017 which saw 790,830 filings. Roughly 70% of 2021 filings were for Chapter 7 bankruptcy and a quarter for Chapter 13. "Bankruptcy is one of the indicators that show the health of the economy, because bankruptcy means the financial distress of households and small businesses or large businesses," explained Jeyul Yang, a doctoral candidate at the University of Illinois who co-authored an analysis of the trend last year. "Our finding is that the government's moratorium on debt repayment or foreclosure is the most prominent factor which people prevented from filing bankruptcy," Yang said, adding that the trend was apparent in both state and national data. While the paper also posed court closures and a lack of liquid cash needed to cover filing fees as other possible variables, the economists have since ruled these factors out. With bankruptcy filings at 55% of what they were last year and federal aid timing out, many economists expect some kind of increase in bankruptcy filings to be on the horizon. "Eighteen months plus after the pandemic began, there's concern that some of these deferments are starting to roll off and some of the bigger impacts of Covid-19 for some folks have yet to happen," explained Aaron Klein is a senior fellow in economic studies at the Brookings Institution. The Federal Housing Administration lifted the eviction and foreclosure moratorium at the end of July 2021. The Federal Pandemic Unemployment Compensation program expired on July 31, 2020. How effective federal aid was in preventing the economic damages depends largely on individual financial situations. "If you're going to have a job for 20 of the next 21 years and the one year you don't is during Covid-19, just pushing back your loan one year can fix a lot of things," Klein said. "On the other hand, if you're still in an unsustainable situation, even when the economy reverts back to normal in the post Covid-19 world then the fundamental problem was not solved." Still there are lessons to be learned in how the country responds to future recessions and crises. "I hope that one of the lessons we've learned from Covid-19 is that having a stronger social safety net solves more problems," Klein said. "When people lose their job through no fault of their own, having stronger unemployment insurance benefits makes their lives and society's lives better." [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Brent S. Honore and Rhonda P. Honore Bankr. M.D. La. Case No. 21-10516 Chapter 11 Petition filed November 2, 2021 represented by: James Herpin, Esq. In re Julie Nelson Sullivan Bankr. M.D.N.C. Case No. 21-50670 Chapter 11 Petition filed November 2, 2021 represented by: Travis Sasser, Esq. SASSER LAW FIRM In re Eric Salares Bankr. S.D. Ala. Case No. 21-20197 Chapter 11 Petition filed November 3, 2021 represented by: Charles Crockett, Esq. In re Ronald D. Strobo Bankr. N.D. Fla. Case No. 21-50103 Chapter 11 Petition filed November 3, 2021 represented by: Charles Wynn, Esq. In re Samir Andrawos Bankr. D. Md. Case No. 21-16946 Chapter 11 Petition filed November 3, 2021 represented by: Christopher Rogan, Esq. ROGANMILLERZIMMERMAN, PLLC In re Frank Romeo Bankr. E.D. Mich. Case No. 21-48702 Chapter 11 Petition filed November 3, 2021 In re VAL Properties, LLC Bankr. W.D. Pa. Case No. 21-22384 Chapter 11 Petition filed November 3, 2021 See https://www.pacermonitor.com/view/TJGE25Y/VAL_Properties_LLC__pawbke-21-22384__0001.0.pdf?mcid=tGE4TAMA represented by: Donald R. Calaiaro, Esq. CALAIARO VALENCIK E-mail: dcalaiaro@c-vlaw.com In re Thomas Bruce Miller Bankr. C.D. Cal. Case No. 21-12653 Chapter 11 Petition filed November 4, 2021 represented by: Michael Jones, Esq. In re Donegan Engineering Inc. Bankr. D. Md. Case No. 21-16978 Chapter 11 Petition filed November 4, 2021 See https://www.pacermonitor.com/view/OISYZ4Q/Donegan_Engineering_Inc__mdbke-21-16978__0001.0.pdf?mcid=tGE4TAMA represented by: Michael Coyle, Esq. THE COYLE LAW GROUP LLC E-mail: mcoyle@thecoylelawgroup.com In re Indy Rail Connection, Inc. Bankr. S.D. Ind. Case No. 21-05022 Chapter 11 Petition filed November 5, 2021 See https://www.pacermonitor.com/view/RPVXPQI/Indy_Rail_Connection_Inc__insbke-21-05022__0001.0.pdf?mcid=tGE4TAMA represented by: KC Cohen, Esq. KC COHEN, LAWYER, PC E-mail: kc@esoft-legal.com In re Lapeer Aviation, Inc. Bankr. E.D. Mich. Case No. 21-31500 Chapter 11 Petition filed November 5, 2021 See https://www.pacermonitor.com/view/NCNWP3A/Lapeer_Aviation_Inc__miebke-21-31500__0001.0.pdf?mcid=tGE4TAMA represented by: Zachary R. Tucker, Esq. WINEGARDEN, HALEY, LINDHOLM, TUCKER & HIMELHOCH P.L.C. In re Amigo Construction, LLC Bankr. D. Nev. Case No. 21-15242 Chapter 11 Petition filed November 5, 2021 See https://www.pacermonitor.com/view/JMA3IPY/AMIGO_CONSTRUCTION_LLC__nvbke-21-15242__0001.0.pdf?mcid=tGE4TAMA represented by: Zachariah Larson, Esq. LARSON & ZIRZOW, LLC E-mail: zlarson@lzlawnv.com In re AJBM DELI LLC Bankr. E.D.N.Y. Case No. 21-42812 Chapter 11 Petition filed November 5, 2021 See https://www.pacermonitor.com/view/5IEOHVA/AJBM_DELI_LLC__nyebke-21-42812__0001.0.pdf?mcid=tGE4TAMA represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re Jamuna Taxi Corp. Bankr. S.D.N.Y. Case No. 21-11913 Chapter 11 Petition filed November 5, 2021 See https://www.pacermonitor.com/view/6X74NIQ/Jamuna_Taxi_Corp__nysbke-21-11913__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas A. Farinella, Esq. LAW OFFICE OF THOMAS A. FARINELLA, PC E-mail: tf@lawtaf.com In re Donald H. Brandt Bankr. E.D. Tenn. Case No. 21-31744 Chapter 11 Petition filed November 5, 2021 represented by: Thomas Tarpy, Esq. In re Jonathan Alan Stein Bankr. C.D. Cal. Case No. 21-11117 Chapter 11 Petition filed November 8, 2021 In re Reson L. Woods and Shaun K. Woods Bankr. D. Colo. Case No. 21-15592 Chapter 11 Petition filed November 8, 2021 represented by: Phillip Jones, Esq. In re Shirley Ann Vannausdle Bankr. S.D. Iowa Case No. 21-01457 Chapter 11 Petition filed November 8, 2021 In re Paper Blast Co. Bankr. N.D. Ill. Case No. 21-12790 Chapter 11 Petition filed November 9, 2021 See https://www.pacermonitor.com/view/FXQB65A/Paper_Blast_Co__ilnbke-21-12790__0001.0.pdf?mcid=tGE4TAMA represented by: Paul M. Bach, Esq. BACH LAW OFFICES, INC. E-mail: pnbach@bachoffices.com In re CG Acquisitions LLC Bankr. E.D. Mich. Case No. 21-31511 Chapter 11 Petition filed November 9, 2021 See https://www.pacermonitor.com/view/2I3IHCI/CG_Acquisitions_LLC__miebke-21-31511__0001.0.pdf?mcid=tGE4TAMA represented by: Zachary R. Tucker, Esq. WINEGARDEN, HALEY, LINDHOLM, TUCKER & HIMELHOCH P.L.C. In re Robert Hurford Hale and Catherine Simone Hale Bankr. D. Nev. Case No. 21-15275 Chapter 11 Petition filed November 9, 2021 In re Frederic Bouin Bankr. S.D.N.Y. Case No. 21-11932 Chapter 11 Petition filed November 9, 2021 represented by: Julie Curley, Esq. In re SS Young Fitness LLC Bankr. N.D. Ohio Case No. 21-31914 Chapter 11 Petition filed November 9, 2021 See https://www.pacermonitor.com/view/TBSVL4I/SS_Young_Fitness_LLC__ohnbke-21-31914__0001.0.pdf?mcid=tGE4TAMA represented by: Steven L. Diller, Esq. DILLER AND RICE, LLC E-mail: Steven@drlawllc.com; Kim@drlawllc.com; Eric@drlawllc.com ********* 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. 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