/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/211115.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, November 15, 2021, Vol. 25, No. 318 Headlines 41 SHERBROOKE: Seeks to Hire Cushman & Wakefield as Appraiser 893 4TH AVE: Unsecured Creditors to Split $25K in Liquidating Plan AGSPRING MISSISSIPPI: Gets Final OK on DIP Loan, Cash Access AISSA MEDICAL: Reaches Agreement with City View to Settle Adversary ALH PROPERTIES: Lender Agrees to Extend Plan, Sale Milestones ALKERMES INC: Moody's Puts Ba3 CFR Under Review for Downgrade AMERICAN AIRLINES: Moody's Alters Outlook on B2 CFR to Stable ANTECO PHARMA: Unsecureds to be Paid in Full w/ Interest in 5 Years APOLLO COMMERCIAL: Moody's Alters Outlook on Ba3 CFR to Stable ASCEND LEARNING: Moody's Affirms 'B3' CFR on Proposed Refinancing AXALTA COATING: Moody's Affirms Ba3 CFR & Alters Outlook to Pos. BLUE JAY: Files Emergency Bid to Use Cash Collateral BOY SCOUTS: Bielli, et al. Represent Zalkin, PCVA Claimants BOY SCOUTS: Says Survivor Group Email Violates Ch.11 Voting Rules CARDINAL PARENT: Term Loan Add-ons No Impact on Moody's B3 CFR CARLSON TRAVEL: Arnold & Porter Represents 2L Bondholder Group CARLSON TRAVEL: Fitch Lowers IDR to 'D' on Bankruptcy Filing CARLSON TRAVEL: Seeks Chapter 11 With Recapitalization Plan CARPENTER REALTY: Voluntary Chapter 11 Case Summary DAVIDZON RADIO: Updates Plan to Include Disputed Litigation Claim DOMINION DEVELOPMENT: Unsecured Creditors to Split $615.9K in Plan DURA-TRAC FLOORING: Updates Plan to Include Insider Claims Details EAGLEFORD RECYCLING: Case Summary & 10 Unsecured Creditors ECOARK HOLDINGS: Incurs $5.9 Million Net Loss in Second Quarter EHT US1 INC: Creditors to Get Paid from Sale Proceeds EMPLOYBRIDGE HOLDING: Moody's Affirms B2 CFR on Hire Dynamics Deal EVOKE PHARMA: Incurs $2 Million Net Loss in Third Quarter FRS GROUP: Gets OK to Hire HD Taxes as Accountant GAINCO INC: Obtains Interim Cash Collateral Access GIRARDI & KEESE: Investigating Lawyer Steps Down from Case GOMEZ HEATING: Seeks to Hire Grobstein Teeple as Financial Advisor GRANDMA BEA: Case Summary & 4 Unsecured Creditors GT3 LLC: Case Summary & 20 Largest Unsecured Creditors HBL SNF: Cash Collateral Access, $4MM DIP Loan Win Interim OK HELIOS AND MATHESON: Co-Founder Spikes Granted MoviePass Ownership HYPERION MATERIALS: $50MM Loan Add-on No Impact on Moody's B2 CFR INDY RAIL: Wins Cash Collateral Access Thru Nov 22 INTERMEDIATE DUTCH: Moody's Rates Repriced Credit Facilities 'B1' J&J ROBINSON: Taps Marrs & Associates as Real Estate Broker LUCID ENERGY II: Moody's Rates $1.5BB Term Loan Due 2028 'B2' MAINSTREET PIER: Wins Cash Collateral Access Thru Jan 2022 MARRONE BIO: Incurs $4.95 Million Net Loss in Third Quarter MERCURY BORROWER: Moody's Affirms B3 CFR, Outlook Remains Stable METROPOLITAN REAL ESTATE: Hearing Today on Cash Collateral Access MICROCHIP TECHNOLOGY: Moody's Withdraws Ba1 CFR, Outlook Positive MY BROTHERS KEEPERS: Dec. 21 Plan & Disclosure Hearing Set MY BROTHERS KEEPERS: Unsecured Creditors to Recover 100% in Plan NEW YORK BAKERY: Unsecureds to Recover 8%-10% in Liquidating Plan NOISE SOLUTIONS: Seeks to Hire Calaiaro Valencik as Legal Counsel NOTES LLC: Seeks to Hire Lefkovitz & Lefkovitz as Legal Counsel OBLONG INC: Incurs $662K Net Loss in Third Quarter OCCIDENTAL PETROLEUM: Moody's Alters Outlook on Ba2 CFR to Pos. ORG GC: Seeks Cash Collateral Access, $6MM DIP Loan PANBELA THERAPEUTICS: Incurs $2.1 Million Net Loss in Third Quarter PANDA STONEWALL: Nears $490-Million Ares-Led Refinancing PEOPLE SPEAK: Dec. 13 Disclosure Statement Hearing Set PHILIPPINE AIRLINES: Updates Restructuring Plan Disclosures PUERTO RICO: Morgan, Correa 11th Update on QTCB Noteholder Group PULMATRIX INC: Incurs $8.2 Million Net Loss in Third Quarter RABUN MANOR: Unsecured Creditors to Recover 100% in 3 Years RED HOOK SOLAR: Business Income to Fund Plan Payments RESOLUTE INVESTMENT: Moody's rates $60MM Loan Add-on 'Ba3' RYAN 1000: Gets Cash Collateral Access Thru Jan 2022 SCP COLDWORKS: Wins Interim Access to Redmont Cash Collateral SECONDWAVE CORP: Seeks Access to US Bank's Cash Collateral SECONDWAVE CORPORATION: Unsecureds to Get Share of Income for 5 Yrs SOTO'S AUTO: Wins Continued Cash Collateral Access Thru Dec 1 STATION CASINOS: Moody's Ups CFR to B1 & Rates New $500MM Notes B3 TELIGENT INC: Urged to Defend Price-Fixing Claims Outside Ch. 11 TIDEWATER REALTY: Unsecured Creditors to Get 100% After Plan Sale TIX CORPORATION: Obtains Interim Nod on $825,000 DIP Financing TLA TIMBER: Seeks Cash Collateral Access TRADER CORP: S&P Alters Outlook to Stable, Affirms 'B' ICR TRUE ENTERPRISE: Seeks to Use SBA's Cash Collateral UA INVESTMENTS: Seeks Cash Collateral Access UKG INC: Moody's Affirms B2 CFR, Outlook Remains Stable VALLEY HOSPICE: Case Summary & 20 Largest Unsecured Creditors VIASAT INC: Inmarsat Transaction No Impact on Moody's B2 CFR VISTAGEN THERAPEUTICS: Posts $12.8-Mil. Net Loss in Second Quarter VIZIV TECHNOLOGIES: Nov. 17 Deadline Set for Panel Questionnaires WESTERN MIDSTREAM: Moody's Alters Outlook on Ba2 CFR to Positive YOURELO YOUR: Updates City of Revere's Claim Pay Details YS GARMENTS: Moody's Raises CFR to B2, Outlook Remains Stable [*] 2021 Nondebtor Release Prohibition Act Will End Texas Two-Step [*] Conn. AG Co-Leads in Bankruptcy Venue Reform Act Passage [*] Healthcare Companies That Filed for Bankruptcy in 2021 [^] BOND PRICING: For the Week from November 8 to 12, 2021 ********* 41 SHERBROOKE: Seeks to Hire Cushman & Wakefield as Appraiser ------------------------------------------------------------- 41 Sherbrooke Rd, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Cushman & Wakefield, Inc. to prepare a tax certiorari appraisal for its real property located at 50 Commonwealth Drive, Wyandanch N.Y. The firm has agreed to an initial payment of $6,000. As disclosed in court filings, Cushman & Wakefield is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Donald P. Franklin II Cushman & Wakefield of Long Island Inc. 175 Broadhollow Road Melville, NY 11747 Phone: 631-425-1223 Email: donald.franklin@cushwake.com About 41 Sherbrooke Rd LLC Dix Hills, N.Y.-based 41 Sherbrooke Rd, LLC filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-70400) on March 7, 2021, listing $854,351 in assets and $2,190,000 in liabilities. Joseph Johns, managing member, signed the petition. Judge Robert E. Grossman presides over the case. Raymond W. Verdi, Jr., Esq. at the Law Offices of Raymond W. Verdi, Jr. represents the Debtor as legal counsel. 893 4TH AVE: Unsecured Creditors to Split $25K in Liquidating Plan ------------------------------------------------------------------ Debtor 893 4th Ave Lofts LLC and secured lender 5 AIF Sycamore 2, LLC, submitted an Amended Chapter 11 Liquidating Plan and a corresponding Disclosure Statement on Nov. 9, 2021. The Debtor's sole asset is a vacant multi-family residential property and improvements thereon located at 893 4th Avenue, Brooklyn, New York (the "Property"). The Property was gutted for renovation prior to the Filing Date and currently has no certificate of occupancy. The Property generates no income and the Debtor has no other source of income. The Plan provides for an auction sale of the Property on January 31, 2022. The proceeds of the Sale will be distributed to creditors pursuant to their relative priorities under the Bankruptcy Code and applicable state law. To the extent there are insufficient sale proceeds to pay creditors, the Secured Lender has agreed to fund certain reserves to ensure: (i) the payment of Administrative Claims and Priority Claims in full; (ii) the payment of 90% of Mechanic's Lien Claims; and (iii) that $25,000 will be distributed pro-rata to holders of Allowed General Unsecured Claims. The Class 8 Claims consist of the Allowed General Unsecured Claims. On the Claim Resolution Date, and after the payment of the Allowed Administrative Claims, Allowed Priority Claims, Allowed Class 1 Claim, Allowed Class 2 Claim, Allowed Class 3 Claim, Allowed Class 4 Claim, Allowed Class 5 Claims, Allowed Class 6 Claims, and Allowed Class 7 Claims in full, the Disbursing Agent shall pay the remaining proceeds, if any, from the sale of the Property to the holders of the Allowed Class 8 Claims on a pro rata basis up to 100% of their Allowed Claims; provided however, that if the amount of proceeds from the sale of the Property are insufficient to pay the Allowed Class 8 Claims in full, then 10 Business Days after the Claim Resolution Date, the Disbursing Agent shall pay a pro-rata share of the funds in the Unsecured Claims Reserve to the holders of the Allowed Class 8 Claims, provided that the total amount of distribution to holders of Allowed Class 8 Claims shall not exceed 100% of their Allowed Claims. The Class 8 Claims are impaired and entitled to vote on the Plan. As of the date of this Disclosure Statement, $130,800 in Class 8 Claims have been filed against the Debtor's bankruptcy estate. The Debtor is in the process of analyzing the validity of these claims and will be filing objections to those claims which lack a factual or legal basis. Among the Class 8 Claims filed, is a $100,000 proof of claim filed by WHP in connection with the Fraudulent Transfer. The Debtor intends to object to WHP's claim. The Class 9 Interest consist of the Interests in the Debtor. The holder of the Class 9 Interest shall retain its Interest in the Debtor. On the Effective Date, and after the payment of the Allowed Administrative Claims, Allowed Priority Claims, Allowed Class 1 Claim, Allowed Class 2 Claim, Allowed Class 3 Claim, Allowed Class 4 Claim, Allowed Class 5 Claim, Allowed Class 6 Claim, Allowed Class 7 Claim, and Allowed Class 8 Claims in full, the Disbursing Agent shall pay the remaining proceeds, if any, from the sale of the Property to the holder of the Allowed Class 9 Interest. The Class 9 Interest is impaired. The funds required for the confirmation and performance of this Plan shall be provided from: (i) the proceeds from the Sale of the Property to be conducted pursuant to Article VII of the Plan; and (ii) moneys to be contributed by the Secured Lender to the Administrative/Priority Reserve, the Mechanics Lien Reserve, and the Unsecured Claims Reserve. The funding of the reserves by the Secured Lender under a Plan ensures that funds will be available for distribution to mechanic's lien holders (who will receive 90% of their Allowed Claims) and general unsecured creditors (who will share pro-rata in the $25,000 Unsecured Claims Reserve). The Debtor and Secured Lender believe that a liquidation under Chapter 11 would not result in any funds being available to pay holders of Mechanics Lien Claims or General Unsecured Claims. Therefore, the Debtor and Secured Lender believe that confirmation of the Plan is better for creditors than a Chapter 7 liquidation. Sale Of The Property The Disbursing Agent will cause the Property to be sold at a public auction to be held at 10:00 a.m. on January 31, 2022 (the "Auction Date") either at the United States Bankruptcy Court for the Eastern District New York, Federal Courthouse, Courtroom 3529, Federal Plaza, 271-C Cadman Plaza East, Brooklyn, New York 11201-1800, or if the Courthouse is not open to the public on such date, or at the option of the Debtor, by webex, Zoom or other streaming video service. A full-text copy of the Amended Disclosure Statement dated November 09, 2021, is available at https://bit.ly/2YH4ynk from PacerMonitor.com at no charge. About 893 4th Ave Lofts 893 4th Ave Lofts LLC's sole asset is a vacant multi-family residential property and improvements thereon located at 893 4th Avenue, Brooklyn, New York. The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 21-41367) on May 24, 2021. Attorneys for the Debtor: Vincent M. Lentini Law Offices of Vincent M. Lentini 1129 Northern Blvd., Suite 404 Manhasset, New York 11030 Tel: (516) 228-3214 E-mail: vincentmlentini@gmail.com Attorneys for lender 4 AIF Sycamore 2: Bruce J. Zabarauskas HOLLAND & KNIGHT LLP 900 Third Avenue New York, New York 10022 Tel: (212) 751-3001 E-mail: bruce.zabarauskas@hklaw.com AGSPRING MISSISSIPPI: Gets Final OK on DIP Loan, Cash Access ------------------------------------------------------------ Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the District of Delaware granted, on a final basis, the request of Agspring Mississippi Region, LLC and its debtor-affiliates for authority to: a. obtain access to back-up senior secured postpetition financing on a superpriority basis pursuant to the terms and conditions of certain superpriority secured DIP promissory notes from a consortium led by LVS II SPE XVIII LLC; b. obtain up to $1,500,000 of postpetition financing from the DIP Lenders, in accordance with the terms of the DIP Notes, a copy of which is available as Exhibits 1A and 1B, respectively, at https://bit.ly/3kpx58x and https://bit.ly/3D51sIC from PacerMonitor.com at no charge; c. grant the DIP Lenders an allowed superpriority administrative expense claim, subject to the Carve-Out and the superpriority administrative expense claim granted to the stalking horse bidder; d. grant the DIP Lenders automatically perfected security interests in, and liens on, all of the DIP Collateral, subject to the Carve-Out and the Prepetition Prior Liens; e. pay the principal, interest, fees and expenses payable under the DIP Documents when they come due; f. use the Cash Collateral of the Prepetition Secured Parties, subject to the Approved Budget; and g. provide adequate protection to the Prepetition Secured Parties for any diminution in value of their respective interests in the Prepetition Collateral, including the Cash Collateral, subject to the Carve-Out. Use of the DIP Proceeds Judge Goldblatt authorized the Debtors to use the proceeds of the DIP Facility and any Cash Collateral, in accordance with the approved budget to: (a) pay the costs and expenses of closing the transactions under the DIP Documents, and (b) fund their Chapter 11 cases and for the financing of Debtors' ordinary working capital and other general corporate needs, including certain Court-approved fees and expenses of professionals retained by the Debtors. The Cash Collateral Budget filed in Court provided for $2,599,000 in total operating disbursements for the 13-week period from September 17, 2021 through December 10, 2021. A copy of the Cash Collateral Budget is available for free at https://bit.ly/3qpfJg2 from PacerMonitor.com at no charge. Security for the DIP Obligations The DIP Lenders are granted, on a final basis, continuing, valid and automatically and properly perfected postpetition security interests in and liens on all real and personal property interests of the Debtors, except Avoidance Actions and the real and personal property of Debtor Agspring Mississippi Region, LLC ("AMR") at its Louisiana locations and any proceeds thereof. The DIP Liens are senior and automatically perfected, junior only to the Prepetition Prior Liens, CGB Enterprises, Inc.'s Liens, any permitted senior liens and the Carve-Out. The DIP Lenders are also granted, on a final basis, an allowed, senior secured, superpriority administrative expense claim in each of the cases and any successor cases for all DIP Obligations, subject to the Carve-Out and the Stalking Horse Superpriority Claim. The "Carve-Out" consists of: (a) the payment of up to $200,000 in aggregate of unpaid fees and disbursements incurred by the Debtors' professionals in connection with the Debtors' cases after delivery of a Carve-Out Trigger Notice; (b) the Transaction Payments, consisting of fees of any investment banker earned in conjunction with the consummation of a transaction or transactions as set forth in the respective engagement letters with the applicable Debtors; (c) the lesser of: (i) all accrued and unpaid professional fees and disbursements incurred by Case Professionals on or prior to the delivery of a Carve-Out Trigger Notice, and (ii) the budgeted amount of professional fees and disbursements incurred by Case Professionals; (c) all fees payable to the clerk of the Court and to the U.S. Trustee; and (d) up to $50,000 of the reasonable and documented fees and expenses incurred by a trustee under Section 726(b) of the Bankruptcy Code. Debtors' Prepetition Obligations As of the Petition Date, the Debtors are jointly and severally liable to: (a) the Term Lenders and U.S. Bank National Association, as Administrative Term Agent, for approximately $100,986,371 on account of the Prepetition Term Loan (comprised of $74,745,480 in principal Borrowings and $26,240,891 in respect of paid in kind interest); and (b) LVS II SPE XVIII LLC for $740,000 in principal amount on the Prepetition LVS Bridge Note, and to HVS V, LLC for $260,000 in principal amount on the Prepetition HVS Bridge Note. The Term Agent, the Term Lenders and the Bridge Lenders are collectively referred to as the Prepetition Secured Parties; and (c) CGB Enterprises, Inc. for $5,536,745 under the CGB Documents. The Debtors have granted CGB a first-priority security interest in and continuing lien on the CGB Personal Property Collateral and the assets subject to the Lake Provident Facility Mortgage. Each of the Debtors have granted the Bridge Lenders (LVS and HVS) a senior secured lien on substantially all of their personal property assets, including all proceeds thereof, subject to the CGB Liens. Debtor AMR and Debtor Agspring MS 1, LLC ("AGMS1") have granted the Term Agent a senior secured lien on (i) substantially all of their personal property assets, and (ii) AMR's leasehold interest in the "Lake Providence facility", subject to the CGB Liens thereon. In light of (i) the DIP Lenders' agreement to subordinate their liens and superpriority claims to the Carve-Out and (ii) the Prepetition Secured Parties' agreement to subordinate their liens and superpriority claims to the Carve-Out, DIP Liens and DIP Superpriority Claim and to permit the use of Prepetition Collateral (including Cash Collateral), (x) the Prepetition Secured Parties are each entitled to a waiver of any "equities of the case" exception under Section 552(b) of the Bankruptcy Code; and (y) the DIP Lenders and Prepetition Secured Parties are each entitled to a waiver of the provisions of Section 506(c) of the Bankruptcy Code. Cash Collateral The Debtors are authorized to use Cash Collateral subject to the terms and conditions of the Final Order, the DIP Facility and the DIP Documents and in accordance with the Approved Budget. As adequate protection of the interests of the Prepetition Secured Parties and the Bridge Lenders in the Prepetition Collateral for any Diminution in Value of such interests, the Debtors grant to the Prepetition Secured Parties, continuing valid and perfected postpetition security interests in and liens on all of the Debtors' assets, including the DIP Collateral but excluding Avoidance Actions and certain assets known as the Tubbs Assets. As further adequate protection of the interests of the Prepetition Secured Parties against any Diminution in Value of such interests in the Prepetition Collateral, each Prepetition Secured Party is granted an allowed superpriority administrative expense claim in each of the cases and any successor cases, which Adequate Protection Superpriority Claim shall not be payable from the proceeds of Avoidance Actions. The Debtors are also authorized and directed to pay an aggregate amount of up to $50,000 per month for reasonable fees, costs and expenses incurred by the Prepetition Secured Parties' counsel and financial advisors in relation to the Prepetition Loan Documents and the enforcement of remedies under the DIP Documents, the Final Order and the Prepetition Loan Documents. Sale Milestones The Debtors' failure to adhere to specific milestones with respect to the sale of all or substantially all of their assets shall consist a Termination Event. The sale milestones require that: * the Debtors shall file a motion (in form and content reasonably acceptable to the DIP Lenders and the Prepetition Secured Parties) to sell all or substantially all of their respective assets (other than the Tubbs Assets) within 15 business days of the Petition Date; * the Debtors shall obtain entry of a final order approving bidding procedures and auction process set forth in the Sale Motion within 25 days of filing said motion; * the Debtors shall obtain entry of a final order approving the proposed sale(s) as set forth in the Sale Motion within 45 days of filing the Sale Motion or such later date as may be agreed to by the DIP Lenders and the Prepetition Secured Parties; and * the Debtors shall consummate each Sale Transaction, pursuant to the terms of the Sale Order, by December 15, 2021 or such later date as may be agreed to by the DIP Lenders and the Prepetition Secured Parties. A copy of the Interim Order is available at https://bit.ly/3ko6CYV from PacerMonitor.com at no charge. About Agspring Mississippi Region Operating as a holding company, Agspring Mississippi Region, LLC -- https://agspring.com/ -- focuses on grain, oilseed and specialty crop handling, processing and logistics operations. Agspring and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-11238) on Sept. 10, 2021. In the petition signed by Kyle Sturgeon, chief restructuring officer, Agspring listed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones, LLP and Dentons US, LLP as bankruptcy counsel; Faegre Drinker Biddle & Reath LLP as special counsel; Piper Sandler & Co. as investment banker; and MERU, LLC as restructuring advisor. Kyle Sturgeon, managing director at MERU, serves as the Debtors' chief restructuring officer. AISSA MEDICAL: Reaches Agreement with City View to Settle Adversary ------------------------------------------------------------------- Aissa Medical Resources LP submitted an Amended Plan of Reorganization. The Debtor operates company medical management services. The Debtor proposes to restructure its current indebtedness and continue its operations to provide a dividend to the unsecured creditors of Debtor. The Debtor originally sought to release the garnished funds, however, the Court denied the release without prejudice to the Debtor seeking the funds at a later date. The Debtor has maintained operations and has seen increased activity which will allow it to provide for a repayment to creditors under this Plan. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors. Class 4 Claimant (Claims of Southside Bank) are not impaired and shall be satisfied as follows: on or about March 25, 2021, the Debtor obtained a loan pursuant to the Payroll Protection Program ("PPP") through Southside Bank ("Southside") in the amount $52,401 ("Loan"). The fund are required to be used for payroll and certain over allowed expenses. The Debtor was using the funds for that purpose when the funds were garnished and the bankruptcy was filed. Upon confirmation the garnished funds will be used by the Debtor for payroll and allowed expenses. The Debtor shall then apply for forgiveness of the Loan. On Nov. 7, 2021, Southside notified the Debtor that the Loan had been forgiven and that Southside has no claim in the Debtor's bankruptcy. Class 5 Claimants (Allowed Secured Claim of City View Towne Crossing Center LP). The Debtor has filed an Adversary Proceeding against City asserting the garnishment constitutes a preferential transfer under the Bankruptcy Code ("Adversary"). The Debtor and City have agreed to settle the Adversary, the Debtor shall pay City $40,370.38 in 36 equal monthly payments with interest at the rate of 5% per annum commencing on the Effective Date, and balance due City shall be treated as a Class 6 claim. City shall be required to release it garnishment, and shall be provided a lien on the Debtor's assets up to a value of $40,370. 38. Nothing in this Amended Plan shall be construed to preclude City from pursuing collection of its judgment against the Debtor's principal and co-judgment debtor, Dr. Ramin Samadi, individually, except to the extent of funds actually paid by Debtor to City under this provision or the immediately succeeding provision regarding payments to Class 6 unsecured creditors. Like in the prior iteration of the Plan, all Allowed General Unsecured Creditors with Allowed Claims shall receive their pro rata share of 60 monthly payments of $2,000 commencing 90 days after the Effective Date. Based upon the Debtor's records, the General Unsecured Creditors would expect to receive a total distribution of approximately 50% of their Allowed Class 6 Claim. Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Amended Plan dated November 09, 2021, is available at https://bit.ly/3qx3mhN from PacerMonitor.com at no charge. Proposed Attorneys for the Debtor: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel.: (972) 991-5591 Fax: (972) 991-5788 Email: eric@ealpc.com About Aissa Medical Resources Aissa Medical Resources, LP, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-41642) on July 9, 2021, disclosing total assets of up to $50,000 and total liabilities of up to $500,000. Eric A. Liepins, P.C., is the Debtor's legal counsel. ALH PROPERTIES: Lender Agrees to Extend Plan, Sale Milestones ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas approved the stipulation between ALH Properties No. Fourteen, LP and its lender, Massachusetts Mutual Life Insurance Company, to modify the Final Cash Collateral Order dated July 6, 2021. The Final Cash Collateral Order provides, among other things, that the Debtor will promptly provide information reasonably requested by the Lender concerning the Loan Documents and comply with all covenants and non-financial obligations under the Loan Documents including the financial reporting requirements. The Final Cash Collateral Order also provides for certain milestones requiring the Debtor to complete certain actions within respective time periods. Pursuant to the Stipulation, the Lender agrees not to oppose an extension of the Debtor's exclusivity periods to file a plan of reorganization through and including November 19, 2021. The Lender also agrees to extend the milestones in the Final Cash Collateral. Specifically, the Lender permits the Debtor to complete these actions within the time period indicated unless the Lender provides written consent to extend or waive such milestone. a. on or before November 19, 2021, file either: * a disclosure statement and a plan of reorganization, which must be reasonably acceptable to the Lender, or * a motion seeking approval of bidding procedures and a sale of substantially all assets pursuant to Section 363 of the Bankruptcy Code; b. on or before December 15, 2021, obtain an order conditionally or finally approving the Disclosure Statement for solicitation of the Plan, or approving a Sale; c. if proceeding with the reorganization plan: * commence solicitation of the Plan by December 17, 2021; and * obtain an order confirming the Plan on or before January 19, 2022; d. on or before February 2, 2022: * if proceeding with the Disclosure Statement and the Plan, substantially consummate the Plan through, among other things the occurrence of the effective date of the Plan; or * if proceeding with the Sale, close the Sale. The terms of the Final Cash Collateral Order and the First Stipulation will remain in full force and effect, except to the extent that the Milestones are modified. A copy of the Stipulation and Order is available for free at https://bit.ly/3wv1c3a from PacerMonitor.com. About ALH Properties No. Fourteen ALH Properties No. Fourteen, LP, owner and operator of the Embassy Suites Discovery Green hotel in Houston, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case. No. 21-31797) on May 31, 2021. In the petition signed by Nick Massad, Jr., president and general partner, the Debtor disclosed up to $50 million in both assets and liabilities. Judge David R. Jones oversees the case. Porter Hedges LLP and The Claro Group, LLC serve as the Debtor's legal counsel and financial advisor, respectively. Massachusetts Mutual Life Insurance Company, as lender, is represented by Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP. ALKERMES INC: Moody's Puts Ba3 CFR Under Review for Downgrade ------------------------------------------------------------- Moody's Investors Service placed the ratings of Alkermes, Inc., a subsidiary of Alkermes plc (collectively "Alkermes") under review for downgrade. The ratings placed under review include the Ba3 Corporate Family Rating, the Ba3-PD Probability of Default Rating, and the Ba3 senior secured term loan. There is no change to Alkermes' SGL-1 Speculative Grade Liquidity Rating. The outlook was revised to rating under review from stable. This rating action follows the announcement that Janssen Pharmaceutica N.V. ("Janssen"), a subsidiary of Johnson & Johnson intends to cease certain royalty payments to Alkermes related to long-acting paliperidone products. These products generated roughly $180 million of royalties to Alkermes for the 12 months ended September 30, 2021 compared to total revenue over this period of approximately $1.1 billion. Alkermes has stated that it is exploring all options at its disposal to enforce its contractual rights as well as to address any unauthorized use of its intellectual property. Although Alkermes' liquidity remains healthy, a cessation of these royalties would have a material impact on earnings and cash flow for the next several years, prompting the rating review. Ratings placed on review for downgrade: Issuer: Alkermes, Inc. Corporate Family Rating, Ba3 Probability of Default Rating, Ba3-PD Senior secured term loan due 2026, Ba3 (LGD3) Outlook actions: Revised to rating under review from stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Notwithstanding the rating review, Alkermes' Ba3 Corporate Family Rating reflects its expertise in drug delivery technology and its high gross margins. The rating also reflects the company's niche specialization in conditions of the central nervous system including schizophrenia and substance abuse disorders, which have high societal need. The company's growth prospects are good, driven by rising sales of Vivitrol and Aristada. In addition, growth will be driven by the recent launch of Lybalvi in schizophrenia and bipolar disorder, along with royalties from Biogen Inc.'s multiple sclerosis drug, Vumerity. The rating also reflects cash levels in excess of debt and the considerable value in Alkermes' existing revenue streams and its pipeline, which includes the experimental oncology drug nemvaleukin. Risk factors include limited profitability and cash flow until product sales and royalties substantially increase, pipeline execution risks, and revenue concentration in the schizophrenia category and in the US market. In addition, several products including Vivitrol face unresolved patent challenges from generic drug companies. ESG risks are material to Alkermes' credit profile. The company is subject to above-average regulatory risks given its concentration in the US market, where various legislative and regulatory proposals are aimed at drug pricing. These are driven by demographic and societal trends that contribute in escalating healthcare spending and proposals to reduce costs. The company's focus on products that treat schizophrenia and substance abuse disorders results in reliance on government payors including Medicaid, which increases Alkermes's exposure to these risks. Conversely, Alkermes' products treat conditions of high public health need including schizophrenia and opioid dependence. Among governance considerations, the company's financial policies are conservative, with very low debt levels relative to its equity value and strong liquidity. The SGL-1 rating reflects very good liquidity, based on high levels of cash and investments, which totaled $748 million at September 30, 2021. This amount is well in excess of any cash needs over the next 12 to 18 months, including cashflow used in operating activities and capital expenditures. Moody's rating review will focus on Alkermes' financial profile including its earnings and cash flow under the scenario without Janssen royalties on the specified long-acting paliperidone products, including the magnitude and duration of negative earnings and cash flow. The review will consider the growth trajectories of Alkermes' existing products, and the potential from its late-stage pharmaceutical pipeline. Alkermes, Inc. is a US subsidiary of Dublin, Ireland-based Alkermes plc (collectively "Alkermes"). Alkermes is a specialty biopharmaceutical company that develops long-acting medications for the treatment of the central nervous system. Revenues for the 12 months ended September 30, 2021 totaled approximately $1.1 billion. The principal methodology used in these ratings was Pharmaceutical Industry published in June 2017. AMERICAN AIRLINES: Moody's Alters Outlook on B2 CFR to Stable ------------------------------------------------------------- Moody's Investors Service affirmed most of its ratings of American Airlines Group Inc. ("Parent") and American Airlines, Inc. ("American"), including the B2 corporate family rating, B2-PD probability of default rating and the Ba3 senior secured and Caa1 senior unsecured ratings. In addition, Moody's affirmed the Ba2 ratings assigned to the senior secured debt of AAdvantage Loyalty IP Ltd. Moody's also upgraded the speculative grade liquidity rating to SGL-2 from SGL-3 and changed the rating outlook to stable from negative. With respect to the ratings of American's enhanced equipment trust certificates ("EETCs"), Moody's affirmed its ratings assigned to all but three Class B tranches and one Class A tranche. The ratings on these four EETCs were each downgraded one notch. The affirmation of the B2 CFR and change in outlook to stable reflect Moody's expectations for improving operating performance and financial results over the next 12 to 24 months as passenger demand continues to recover. The actions also reflect American's good liquidity which will allow it to absorb any unanticipated setbacks in the recovery's trajectory. Moody's expects a meaningful improvement in operating cash flow in 2022 and positive free cash flow in 2023, which will help preserve cash and short-term investments above $9 billion over the next 24 months. Leverage will improve through earnings growth and debt repayment. American will repay about $6.5 billion of debt via amortization between Q4 2021 and the end of 2023. However, reported debt will only decline by about $4 billion over this period as Moody's believes American will finance some of its aircraft deliveries with new debt, including the $960 million Series 2021-1 EETC issued in October. The downgrades of the four EETCs reflect larger declines in the equity cushions for the respective tranches relative to the remainder of the company's outstanding EETCs. Upgrades: Issuer: American Airlines Group Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Affirmations: Issuer: American Airlines Group Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Gtd. Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) Affirmations: Issuer: AAdvantage Loyalty IP Ltd. Gtd. Senior Secured First Lien Term Loan, Affirmed Ba2 (LGD2) Gtd. Senior Secured Regular Bond/Debenture, Affirmed Ba2 (LGD2) Issuer: American Airlines, Inc. Gtd. Senior Secured Regular Bond/Debenture, Affirmed Ba3 (LGD2 from LGD3) Senior Secured Revolving Credit Facility, Affirmed Ba3 (LGD2 from LGD3) Senior Secured Term Loan, Affirmed Ba3 (LGD2 from LGD3) Senior Secured Enhanced Equipment Trust, Affirmed Ba2 Senior Secured Enhanced Equipment Trust, Affirmed Baa1 Senior Secured Enhanced Equipment Trust, Affirmed Baa3 Issuer: US Airways, Inc. Senior Secured Enhanced Equipment Trust, Affirmed Ba1 Senior Secured Enhanced Equipment Trust, Affirmed Ba3 Senior Secured Enhanced Equipment Trust, Affirmed Ba2 Downgrades: Issuer: American Airlines, Inc. Senior Secured Enhanced Equipment Trust Ser. 2015-2 Cl. B due September 22, 2023, Downgraded to Ba3 from Ba2 Senior Secured Enhanced Equipment Trust Ser. 2016-1 Cl. B due January 15, 2024, Downgraded to Ba3 from Ba2 Senior Secured Enhanced Equipment Trust Ser. 2016-2 Cl. B due June 15, 2024, Downgraded to Ba3 from Ba2 Downgrades: Issuer: US Airways, Inc. Senior Secured Enhanced Equipment Ser. 2012-2 Cl. A due June 3, 2025, Downgraded to Ba2 from Ba1 Outlook Actions: Issuer: American Airlines Group Inc. Outlook, Changed To Stable From Negative Issuer: AAdvantage Loyalty IP Ltd. Outlook, Changed To Stable From Negative Issuer: American Airlines, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE The B2 CFR reflects Moody's expectations that American's adjusted debt/EBITDA will remain high, between 5x and 6x through 2023, despite the recovery of EBITDA towards 2019's $8.4 billion (Moody's adjusted basis) or better. While American removed $1.3 billion of run rate costs from its operations since the start of the pandemic, Moody's expects recent inflationary cost pressures across the industry to continue. Strong pent up demand for travel and loosening travel restrictions globally will promote pricing power; however, risk remains in accurately projecting airline unit revenues and operating cash flow at this stage of the recovery from the pandemic. A fulsome recovery of operating profits will likely face some obstacles along the way, including the potential for disruptions to operations because of staffing issues, particularly during the upcoming holiday season. Prior to the pandemic, American had the highest financial leverage of any major airline at the end of 2019, with debt/EBITDA of 4.7x, and had materially less operating cash flow relative to its closest peers. Moody's estimates adjusted debt at about $53 billion at the end of 2021, including $38 billion of reported debt. Moody's believes that some portion of the $13.6 billion of contractual debt repayments scheduled across 2024 and 2025 will require refinancing, which will prevent further meaningful deleveraging below 5x beyond 2023. The B2 CFR also reflects American's scale and competitive position as one of the world's largest airlines based on revenue. Moody's expects American and its oneworld partner, British Airways, Plc to retain their leading market position on routes between New York and London Heathrow as international travel ramps up. Moody's expects that international travel will ramp up substantially following the opening of the US to vaccinated, non-US citizens on November 8th. The Northeast Alliance with JetBlue and its partnerships with Alaska Airlines and Brazil's Gol Linhas should also provide incremental earnings expansion for American. The Ba2 rating assigned to the AAdvantage loyalty financing reflects the importance of the loyalty program to American's franchise, operations and cash flows. In Moody's opinion, this lowers the probability of default of the financing relative to that of American's other senior secured obligations rated Ba3. The program's cash flows have demonstrated resilience through the pandemic and will remain sufficient to meet the transaction's debt service obligations. The SGL-2 speculative grade liquidity rating reflects a good liquidity profile. Cash and short-term investments of $14.5 billion, projected operating cash flow of more than $3 billion in 2022, and $2.8 billion of fully available revolvers support the company's liquidity. Additionally, on July 22, 2021, the company disclosed upwards of $12 billion of appraised value of unencumbered assets and additional debt capacity on existing debt facilities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Moody's expects operating cash flow in 2022 to remain below $1.5 billion, if cash approaches $6 billion or cash plus revolver availability falls below $8 billion or EBIT margin or debt/EBITDA in 2023 remain below 7.5% and above 6.5x, respectively. The ratings could be upgraded if EBITDA margins exceed 15%, debt-to-EBITDA will be sustained below 5x and funds from operations plus interest-to-interest approaches 4x. Any combination of future changes in the underlying credit quality or ratings of American, Moody's opinion of the importance of particular aircraft to American's network, or in Moody's estimates of aircraft market values which will affect estimates of loan-to-value, can result in changes to EETC ratings. The methodologies used in these ratings were Passenger Airlines published in August 2021. American Airlines Group Inc. is the holding company for American Airlines, Inc. Together with regional partners, operating as American Eagle, the airlines operated an average of nearly 6,800 flights per day to more than 365 destinations in 61 countries before the coronavirus pandemic. The company reported $20.455 billion of revenue for the first nine months of 2021, up from $13.309 billion for the same period in 2020. ANTECO PHARMA: Unsecureds to be Paid in Full w/ Interest in 5 Years ------------------------------------------------------------------- Anteco Pharma, LLC, submitted a Revised Chapter 11 Plan of Reorganization dated November 9, 2021. The proposed Plan reflects the Debtor's best efforts to reorganize in an orderly fashion. The Plan attempts to provide full payment to secured creditors and a substantially greater dividend to unsecured creditors than they are likely to receive if Debtor liquidates its assets. Class 1 consists of all secured claims (Impaired Class). The Debtor members, Christopher Conlon and Howard Teeter (collectively "Members") hold properly perfected first lien upon the Debtor's property. Debtor is obligated to the Members pursuant to the following loan documents: (1) a General Business Security Agreement dated March 31, 2021 and (2) Promissory Notes dated May 7, 2021, in the original principal amount of $15,000 to each member; secured by UCC Financing Statement for Christopher Conlon filed on March 31, 2021 as number 20210331000863-5 and by a UCC Financing Statement for Howard Teeter filed on March 31, 2021 as number 20210331000869-9. Each claimant shall share a pro rata monthly distribution from this sum with the first payment to be made within 30 days of the Debtor receiving the first quarterly payment from Atwill as set forth in Debtor's cash projections, and each subsequent payment to be made on the 15th day of each month thereafter. Class 2 consists of all priority Unsecured Claims (Impaired Class). The Internal Revenue Service has an estimated priority claim in the amount of $1,000 for estimated partnership taxes (per the proof of claim) owed for 2020 and 2021. Said claim shall be paid in full with interest at the rate of 3% percent per annum over a period of 1 year with a balance of approximately $1,030 with payment in full to be made within 30 days of the Debtor receiving the first quarterly payment from Attwill, estimated to begin to occur by no later than February 2022 as set forth in Debtor's cash projections. CLASS 3 consists of All General Non-Priority, Undisputed, Unsecured Claims (Impaired Class). Class 2 consists of all allowed general non priority undisputed, unsecured claim which totals approximately $16,116, according to claims scheduled as undisputed, non-contingent, and liquidated or the proofs of claim filed by such creditors and according to the waiver of claim addressed in the Application to Employ Special Counsel. According to the Debtor's Liquidation Analysis, these general unsecured claimants shall be paid in full, with interest at the fixed rate of 3.0% per annum, amortized over 5 years in equal month payments of $290. The claimant shall share a pro rata monthly distribution from this sum with the first payment to be made within 30 days of the Debtor receiving the first quarterly payment from Atwill by no later than February 2022 as set forth in Debtor's cash projections, and each subsequent payment to be made on the 15th day of each month thereafter. Class 4 consists of the Galderma Laboratories, L.P., and Galderma, S.A., which is a Disputed, Impaired Claim. Should a final determination be reached that there is an actionable claim by Galderma against Debtor then, to the extent the claim is allowed in an amount to be determined, the claim will be entitled to distributions under this Plan. Class 5 consists of Equity Holders of the Debtor. The Debtor's equity holders shall retain their ownership interest upon confirmation of this Plan. To effectuate the proposed Plan, the Debtor will continue in operation to collect future revenue from the sale agreement and prosecute any claims it believes are warranted. The Debtor will utilize interest income, projected asset compensation and cash on hand on the Effective Date. A full-text copy of the Revised Plan of Reorganization dated Nov. 9, 2021, is available at https://bit.ly/3c66KI7 from PacerMonitor.com at no charge. Attorneys for the Debtor: Krekeler Strother, S.C. Kristin J. Sederholm 2901 West Beltline Hwy, Suite 301 Madison, WI 53713 Tel: 608-258-8555 Fax: 608-258-8299 E-mail: ksederho@ks-lawfirm.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. APOLLO COMMERCIAL: Moody's Alters Outlook on Ba3 CFR to Stable -------------------------------------------------------------- Moody's Investors Service has affirmed the Ba3 corporate family and Ba2 senior secured ratings of Apollo Commercial Real Estate Finance, Inc. (ARI), and revised its outlook to stable from negative. The rating action reflects Moody's assessment of ARI'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, ARI's asset quality will improve and its capitalization will remain strong. Issuer: Apollo Commercial Real Estate Finance, Inc. Corporate Family Rating, Affirmed Ba3 Senior Secured Bank Credit Facility, Affirmed Ba2 Senior Secured Regular Bond/Debenture, Affirmed Ba2 Outlook Actions: Issuer: Apollo Commercial Real Estate Finance, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE ARI's Ba3 long-term corporate family rating reflects the company's strong profitability and capital adequacy, including low leverage. Moody's also views ARI's affiliation with its external manager, Apollo Global Management, LLC (Apollo), as a credit strength because it supports the sourcing, evaluation and risk management of investments. The rating also considers the risks from ARI's concentration in CRE lending, its portfolio composition, which consists of a relatively high, though declining, percentage of subordinated loans and exposure to the volatile hotel and retail sectors, and its high reliance on confidence-sensitive secured funding that encumbers its earnings assets and limits its access to the unsecured debt markets, particularly during times of stress. ARI capital position is a key credit strength. The company's tangible common equity/tangible managed assets ratio was approximately 30% as of September 30, 2021, among the highest of its rated peers. Despite a recent decline in ARI's capitalization driven by loan growth, this high level of capital provides the company with significant loss-absorbing capacity for a deterioration in performance, protecting creditors against unexpected losses. ARI also has a strong profitability track record, as indicated by a net income/average managed assets ratio that averaged 4.0% from 2016-19. In 2020, ARI's profitability was adversely affected by a large first-quarter loan loss provision as a result of Current Expected Credit Losses (CECL) implementation and the pandemic. In 2021, however, ARI's profitability has rebounded, benefitting from portfolio growth and reserve release as a result of improving economic conditions. Moody's expect somewhat weaker profitability over the next 12-18 months given the company's strategic shift in its portfolio towards senior loans as well as the recent repayment of some higher-yielding loans. ARI's concentration in the highly cyclical CRE sector is a key credit challenge. In 2020, the coronavirus pandemic and its impact on global and US economic conditions drove a significant decline in commercial activity, eroding the financial strength of a wide swath of enterprises, including CRE borrowers. This led directly to deterioration in ARI's asset quality, particularly in the hotel and retail portfolios, with problem loans/gross loans peaking at a relatively high 9.0% as of September 30, 2020. Since then, certain problem loans have been restructured or resolved, leading to a decline in the problem loans ratio to 5.4% as of September 30, 2021. Despite the elevated level of problem loans, ARI has incurred minimal credit losses and interest payment collections have remained strong at close to 100% since the start of the pandemic. ARI focuses it origination efforts on first lien mortgage loans with relatively low loan-to-values mainly in gateway markets throughout the US and Western Europe. ARI has a higher proportion of subordinate loans in its portfolio than rated peers (11% of total loans as of September 30, 2021), although the percentage of subordinated loans has declined significantly in recent years as the company has focused its new originations on first lien loans. Moody's expects ARI's problem loans to gradually decline over the next 12-18 months as operating conditions improve and the company makes progress resolving these problem credits. Moody's has revised ARI'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 ARI's ratings could be upgraded if the company: 1) improves its funding profile by reducing its reliance on confidence-sensitive short-term funding while increasing creditor diversification; 2) reduces debt maturity concentrations; or 3) continues to execute its existing strategy with strong capital levels. ARI's ratings could be downgraded if the company: 1) experiences a material weakening in profitability as a result of higher problem loans; or 2) increases second lien exposure without mitigating protections. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. ASCEND LEARNING: Moody's Affirms 'B3' CFR on Proposed Refinancing ----------------------------------------------------------------- Moody's Investors Service affirmed the B3 Corporate Family Rating and B3-PD Probability of Default Rating for Ascend Learning, LLC ("Ascend Learning") following the company's proposed refinancing transaction that includes a large dividend payment to its sponsors. Concurrently, Moody's assigned a B2 rating to the proposed first lien credit facilities (consisting of a $230 million revolver due 2026 and a $2.005 billion of term loan due 2028) and a Caa2 rating to the proposed $755 million second lien term loan due 2029. The outlook remains stable. Proceeds from the new term loans along with cash from the balance sheet will be used to fund a proposed $1.138 billion dividend payment to Ascend Learning's equity holders as well as related expenses. The transaction is credit negative because it will significantly increase leverage and cash interest expense and reduce free cash flow available for investment and debt reduction. Pro forma for the proposed refinancing and dividend transaction as well as a small recent tuck-in acquisition, Moody's adjusted debt-to-EBITDA leverage will increase from about 6.0x for the LTM period ended September 30, 2021 to about 10.0x (or high 8.0x with change in deferred revenue; Moody's adjusted EBITDA expenses capitalized media development cost), a level Moody's considers very high for the company's B3 CFR given the operating profile. The shareholder distribution is the third ($425 million in February 2019 and $400 in October 2020) and biggest debt-funded dividend payment since the LBO transaction in 2017, which shows the owner's very aggressive financial policy. The willingness to pursue such a high dividend a year after the previous dividend with a significant increase in leverage is an incremental governance risk that evidences very aggressive financial policy that heavily favors shareholders. As a result, Moody's views the company as weakly positioned within the B3 rating category with greater exposure to economic weakness or higher interest rates. Nevertheless, Moody's is affirming the B3 CFR and maintaining the stable outlook because the company will be able to de-lever quickly with strong earnings growth over the next year following this re-levering transaction. Ascend Learning will also have very good liquidity with $40 million cash on the balance sheet at the close of the transaction, access to the $230 million undrawn revolver, and expected free cash flow exceeding $100 million over the next year. This liquidity will provide reasonable flexibility to reinvest and pursue acquisitions to sustain the company's competitive position, which also supports the B3 CFR. Moody's is taking no action on the B1 ratings on the existing senior secured first lien credit facilities (revolver and term loan) and the Caa2 rating on the existing senior unsecured notes because the company plans to repay these instruments as part of the proposed refinancing. Moody's will withdraw these ratings if the instruments are retired as expected. Moody's took the following ratings actions: Issuer: Ascend Learning, LLC Ratings Affirmed: Corporate Family Rating, affirmed at B3 Probability of Default Rating, affirmed at B3-PD Ratings Assigned: Proposed new senior secured first lien credit facilities (revolver and term loan), assigned B2 (LGD3) Proposed new senior secured second lien term loan, assigned Caa2 (LGD5) Outlook Action: Outlook, Remains stable RATINGS RATIONALE Ascend Learning's B3 CFR broadly reflects its consistently high financial leverage due to a very aggressive financial policy. Pro forma for the proposed refinancing and dividend transaction as well as a small recent tuck-in acquisition, Moody's adjusted debt-to-EBITDA leverage will increase from about 6.0x for the LTM period ended September 30, 2021 to about 10.0x (or high 8.0x with change in deferred revenue; Moody's adjusted EBITDA expenses capitalized media development cost), a level Moody's considers very high for the company's B3 CFR given the operating profile. The elevated leverage increases vulnerability to cost pressures that could weaken earnings including rising wages and increased competition. The rating also reflects the company's modest scale as measured by revenue and high competition in the educational services market including from larger companies. In addition, the level of free cash flow benefits from relatively low benchmark interest rates and rising interest rates could meaningfully weaken free cash flow and investment flexibility. However, the rating is supported by its track record of strong operating performance and ability to de-lever rapidly with strong earnings growth, a dominant market position in the healthcare test preparation segment, subscription-like revenue streams and diverse customer base. The rating also benefits from the company's very good liquidity. Moody's views Ascend Learning's governance risk as high given its private equity ownership. Given this, Moody's expects an aggressive financial policy that favors shareholders. The aggressiveness is evidenced by three debt-funded dividend payments to sponsors since the LBO in 2017. Ascend Learning's board of directors consists of representatives from its sponsors, industry experts and Ascend Learning's CEO. Financial disclosures are also more limited than for public companies. Moody's regards the coronavirus outbreak as a social risk under Moody's 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. Other social risks include reliance on a specialized workforce to develop and maintain the educational content and technology platform necessary to provide the service, as well as reliance on good customer relationships supported by service quality and brands. The ongoing costs to maintain a skilled workforce, effective product development and sustain the customer base can weaken margins and free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Ascend Learning will be able to reduce debt-to-EBITDA leverage to the mid 8.0x range by the end of the FY ended December 2022 through strong earnings growth. Additionally, the stable outlook reflects Moody's expectation that the company will maintain at least good liquidity and generate at least $100 million of free cash flow over the next year. The ratings could be downgraded if there is deterioration in operating performance or additional debt funded transactions that would cause a delay in anticipated deleveraging, EBITA-to-interest expense to be less than 1.25x, weak free cash flow, or if liquidity otherwise deteriorates. The ratings could be upgraded if the company delivers sustained organic revenue and earnings growth, with Moody's adjusted debt-to-EBITDA maintained below 7.0x and free cash flow as a percentage of debt sustained above 5%. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms: 1) Incremental first lien debt capacity in an aggregate amount up to the sum of the greater of $350 million and 100% of trailing four quarters consolidated EBITDA, plus any unused amounts under the general debt and lien baskets, plus additional amounts subject to a 5.75x first lien net debt-to-EBITDA leverage ratio. Amounts up to the greater of $350 million and 100% of trailing four quarter EBITDA may be incurred with an earlier maturity than the initial term loans. Incremental second lien capacity subject to 7.9x senior secured net leverage ratio. 2) Only wholly owned subsidiaries must provide guarantees; partial dividends or transfers of ownership interest resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. 3) There are no expressed "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to covenant carve-out capacity and other conditions. 4) There are no expressed protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement can be materially different. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Ascend Learning is a provider of online educational content, software and analytics in the healthcare, fitness/wellness and other licensure-driven professions. The company has been owned by private equity sponsors Blackstone Group and Canada Pension Plan Investment Board since the LBO transaction in July 2017. For the twelve months ended September 30, 2021, Ascend Learning generated revenue of approximately $648 million. AXALTA COATING: Moody's Affirms Ba3 CFR & Alters Outlook to Pos. ---------------------------------------------------------------- Moody's Investors Service has affirmed Axalta Coating Systems Ltd.'s ("Axalta") Ba3 Corporate Family and Ba3-PD Probability of Default Rating. The Ba1 ratings on the senior secured first lien revolver and term loans of Axalta's wholly owned subsidiaries -- Axalta Coating Systems Dutch Holding B B.V., co-borrower Axalta Coating Systems U.S. Holdings Inc. and B1 ratings on the USD and Euro senior unsecured notes issued at Axalta Coating Systems LLC and Axalta Coating Systems Dutch Holding B B.V. have also been affirmed. The Speculative Grade Liquidity Rating (SGL) remains SGL-1. The outlook has been changed to positive from stable. "Axalta's credit metrics should improve significantly in 2022. While we expect some margin compression driven by supply chain issues in the second half of 2021, we expect continued strong cash flows, and the company's operating performance in 2020 and 2021 demonstrated the resilience of its business model," said Ben Nelson, Moody's Vice President -- Senior Credit Officer and lead analyst for Axalta. Affirmations: Issuer: Axalta Coating Systems Dutch Holding B B.V. Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Issuer: Axalta Coating Systems Ltd. Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Issuer: Axalta Coating Systems, LLC Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5) Outlook Actions: Issuer: Axalta Coating Systems Dutch Holding B B.V. Outlook, Changed To Positive From Stable Issuer: Axalta Coating Systems Ltd. Outlook, Changed To Positive From Stable Issuer: Axalta Coating Systems, LLC Outlook, Changed To Positive From Stable RATINGS RATIONALE The outlook revision reflects: (i) meaningful recovery after the global outbreaks of Coronavirus resulted in an exceptionally weak second quarter of 2020 and continued positive free cash flow in 2020 and 2021; (ii) successful navigation of global supply chain issues that will cause near-term earnings headwinds; (iii) expectations for strengthened earnings and cash flow in 2022; and (iv) management's conservative financial targets, including a net leverage target of 2.5x (Net Debt/EBITDA; management's calculation). Moody's estimates adjusted financial leverage in the low 4 times (Debt/EBITDA; including standard analytical adjustments), retained cash flow-to-debt near 17% (RCF/Debt), and free cash flow-to-debt near 11% (FCF/Debt) for the twelve months ended September 30, 2021. Credit metrics are significantly stronger on a net basis in light of a substantial cash position. The cash position creates an opportunity for the company to improve credit metrics by reducing debt and potentially funding strategic bolt-on acquisitions in a consolidating landscape within the coatings industry -- such as the company's recent acquisition of U-POL for an aggregate purchase price of approximately $620 million in September 2021. Axalta's coatings business model is capable of supporting higher ratings given the company's excellent market position, strong adjusted EBITDA margins generally above 20%, and meaningful free cash flow generation through economic cycles. The company has been successful at handling fluctuating commodity prices (e.g., oil-based resins, titanium dioxide). Axalta is generating management-adjusted EBITDA in the range of $1 billion on a normalized basis -- absent an extremely difficult second quarter of 2020 and recent challenges related to supply chain issues that have impacted the pricing and availability of raw materials and automotive build rates. Axalta has maintained a very good liquidity position since becoming a standalone company following its carve-out from DuPont in February 2013. The Ba3 CFR is principally constrained by meaningful financial leverage for the rating category and uncertainty related to the pace of recovery in key end markets. The rating is supported by a very good liquidity position and excellent market position as a coatings producer that generates cash through economic cycles. The rating also takes into consideration recent financial policy statements related to lower leverage targets and pursuit of investment-grade ratings over time -- an important indicator of management's intent. The SGL-1 Speculative Grade Liquidity rating is supported by a substantial cash balance with $628 million of cash on hand at September 30, 2021 and an undrawn $550 million revolving credit facility due 2026 with only modest letters of credit ($516 million available). The credit agreement governing the revolver includes a maximum first lien leverage ratio test set at 5.5x that is only tested if revolver borrowings exceed 30% of capacity at the end of the fiscal quarter. The company has no near term debt maturities. Environmental, social, and governance factors are important factors influencing Axalta's credit quality. The company is exposed to ESG issues typical for a company in the specialty chemical industry, including manufacturing products that are subject to specific regulatory scrutiny. Coatings companies typically have lower environmental risks related to manufacturing processes compared to other specialty chemical companies. Governance risks are mixed as Axalta has demonstrated a willingness to pursue debt-funded acquisitions and make share repurchases despite leverage above long-term target levels, although recent statements with respect to financial policy express significantly more financial conservatism. The company has a long-term net leverage target of 2.5x and has expressed the intention to pursue investment grade ratings over time. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The positive outlook signals expectations for stronger credit metrics and a higher likelihood of a rating upgrade over the next 12-18 months. Moody's could consider an upgrade with expectations for: (i) adjusted financial leverage near 4.0x; (ii) retained cash flow to debt sustained above 15%; and (iii) free cash flow to debt sustained above 10% (FCF/Debt). Moody's could consider a downgrade with expectations for (i) adjusted financial leverage sustained above 5.0x; (ii) retained cash flow-to debt sustained below 10%; or (iii) substantive deterioration in end market conditions. Significant erosion in the company's liquidity position or adoption of more aggressive financial policies could also have negative rating implications. The principal methodology used in these ratings was Chemical Industry published in March 2019. BLUE JAY: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------- Blue Jay Communications, Inc. asks the U.S. Bankruptcy Court for the Northern District of Ohio, Western Division, for authority to use cash collateral that is subject to the security interests held by The Huntington National Bank, the United States Small Business Administration and various receipt purchasers. The Debtor requires the use of cash collateral to maintain its business operations, meet payroll obligations, protect the jobs of its employees, and protect its value as an ongoing operation. Certain related expenses, such as health insurance, must also be maintained and paid. On March 24, 2017, the Debtor entered into the loan agreement with HNB in the original principal amount of $1,556,000. There is currently due and owing on this loan $992,370. This note is secured by a security interest granted in all assets of the Debtor, and a UCC financing statement was filed on October 15, 2018 and replaced on September 19, 2019. On August 30, 2019, the Debtor entered into the loan with HNB in the original principal amount of $1,351,000. There is currently due and owing on this loan $1,157,143. This note is secured also by a security interest granted in all assets of the Debtor, and a UCC financing statement was filed on September 19, 2019. On October 9, 2020, the Debtor entered into the revolving note and borrowing base agreement with HNB in the original principal amount of $1,000,000. There is currently due and owing on this loan $992,370. This note is secured also by the security interest granted in all assets of the Debtor, and a UCC financing statement was filed on September 19, 2019. HNB Loan Number 3 is guaranteed by John Houlihan, President of the Debtor and Blue Jay Holdings LLC, a related company that owns the building and from who the Debtor leases its office space. With the expansion of its business in late 2020 and early 2021, the Debtor experienced an intense need for cash to fund its increasing operations. Unable to borrow additional funds from HNB, the Debtor sought funding from various companies which would advance funds in return for a share of the future receipts of the Debtor. From May 2021 until October 2021, the Debtor entered into agreements with ACE Funding Source, Unique Funding Solutions, BizFund LLC, Fox Capital Group Inc, IBEX Funding Group, CloudFund LLC, BMF Advance LLC, CAPYTAL.com, AJ Equity and Spin Capital LLC. The Debtor owes the Receipt Purchasers a combined $2.5 million. The various agreements with each of the Receipt Purchasers different in detail but it had essentially the following terms: each Receipt Purchaser for a specified sum (ranging from $100,000 to approximately $1.4 million) purchased a specific amount of the Debtor's future cash receipts (ranging from $150,000 to approximately $2.069 million). This amount was to be repaid from a percentage of the total future receipts of the Debtor (ranging from 12 to 30%) paid by an ACH debit from the Debtor’s operating checking account at HNB. The ACH debit was taken either daily or weekly. To secure the Debtor's obligation to repay the funds advanced, each of the Receipt Purchasers received a security interest in the Debtor's accounts receivable. Each of them was also personally guaranteed by John Houlihan. Because of the amount owed to HNB which has a prior security interest in the Debtor's accounts, each of the Receipt Purchasers is an unsecured creditor of the estate. Nevertheless, it was the collection activity of some of these receipts purchasers which immediately led to the filing of this bankruptcy case. The Debtor entered into an agreement with IBEX for the sale of $2.069 million of its future receipts in return for immediate funding of $1.38 million. IBEX however failed to provide the full amount of the purchase price, which led to the Debtor entering into additional agreements with some of the other Receipt Purchasers to cover the shortfall. IBEX then began to issue demands to the Debtor's accounts to pay IBEX rather than the Debtor. In addition, other Receipt Purchasers also began to make demands for the payment on the Debtor's account debtors to pay the amount owed to the Debtor to them. This deprived the Debtor of essential cash flow leading to the filing of the bankruptcy case. The value of the deposit accounts that comprise the Debtor's cash collateral on the petition date was approximately $29,299. The Debtor has $665,481 in outstanding accounts receivable and an additional $238,684 and unbilled work in progress. All these amounts are subject to the first-priority security interest of HNB. As adequate protection the Debtor will provide a replacement lien on all new contract proceeds or receivables to HNB to the same extent those parties hold valid secured claims against the Cash Assets of the Debtor as of the filing of the case. The Debtor hopes to negotiate with HNB on an agreed order permitting such use once counsel for HNB has been identified. HNB, by its counsel's signature on the Agreed Order will consent to such use, but only if the Court accepts and enters the Agreed Order. The Debtor and HNB both believe that HNB holds a valid, perfected or enforceable prepetition security interest in and to all of the assets of the Debtor. Nevertheless, all other parties other than the Debtor will have the right to contest the validity, perfection, or enforceability of any alleged pre-petition lien and security interests in and to any property owned by Debtor. A copy of the motion and the Debtor's budget through December 5, 2021 is available at https://bit.ly/3chw6Db from PacerMonitor.com. The budget provided for total expenses, on a weekly basis, as follows: $407,584 for the week ending November 14, 2021; $283,891 for the week ending November 21, 2021; $283,891 for the week ending November 28, 2021; and $320,891 for the week ending November 21, 2021. About Blue Jay Communications Inc. Blue Jay Communications installs telecommunication and network infrastructure throughout the Midwest with a particular concentration in northern Ohio, southern Michigan, and Illinois. It currently has offices in Cleveland, Marion, Toledo, and Youngstown, Ohio, and St. Charles, Illinois. It serves major telecommunications companies as its clients. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-31915) on November 9, 2021. In the petition signed by John F. Houlihan, president, the Debtor disclosed $5,145,458 in assets and $7,618,110 in liabilities. Judge Mary Ann Whipple oversees the case. Frederic P. Schwieg, Esq. at Frederic P Schwieg Attorney at Law is the Debtor's counsel. BOY SCOUTS: Bielli, et al. Represent Zalkin, PCVA Claimants ----------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Bielli & Klauder, LLC, KTBS Law LLP, Law Office of Michel Y. Horton, and Pfau Cochran Vertetis Amala PLLC submitted a verified statement to disclose that they are representing Zalkin and PCVA Clients in the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC. The names of the Zalkin Clients as of Oct. 18, 2021, together with the nature and amount of the disclosable economic interests are: POC Number: 77397 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 POC Number: 97419 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 POC Number: 93523 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 POC Number: 105075 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 POC Number: 97421 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 POC Number: 58743 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 POC Number: 105815 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 POC Number: 105816 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 POC Number: 105814 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 POC Number: 84562 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 POC Number: 97424 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 POC Number: 78482 c/o The Zalkin Law Firm, P.C. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 Each of the clients set forth on Exhibit 3 hereto has retained Pfau Cochran Vertetis Amala PLLC to represent him or her as litigation counsel in connection with, among other things, abuse claims against the Debtors and other third-party defendants. Exhibit 3 sets forth the names of the PCVA Clients as of November 2, 2021, together with the nature and amount of the disclosable economic interests held by each of them in relation to the Debtor and the other information required to be disclosed by Bankruptcy Rule 2019. Zalkin contacted Michel Horton of the Law Offices of Michel Y. Horton regarding representation as insurance coverage counsel in connection with the Chapter 11 cases in or about July 2021. Zalkin executed an hourly-rate engagement agreement with Mr. Horton dated as of August 12, 2021, and effective as of July 12, 2021. Zalkin and PCVA contacted KTBS Law LLP regarding representation as bankruptcy counsel in connection with the Chapter 11 Cases in or about July 2021. Zalkin and PCVA executed an hourly-rate engagement agreement with KTBS on or about August 2, 2021. The Initial Agreement covered the scope of representation and financial matters and services rendered by KTBS to Zalkin and PCVA through August 20, 2021. Thereafter, the parties entered into a new contingent-fee engagement agreement, dated as of October 14, 2021. The Revised Agreement covers the scope of representation and financial matters and services rendered by KTBS to Zalkin and PCVA after August 20, 2021 and supersedes the Initial Agreement for services from and after August 20, 2021. Zalkin, PCVA, KTBS, and Mr. Horton do not represent the interests of, and are not fiduciaries for, any abuse claimant, other creditor, party in interest, or other entity that has not signed an engagement agreement with Zalkin, PCVA, KTBS, or Mr. Horton, as applicable. Counsel to each of The Zalkin Law Firm, P.C., and Pfau Cochran Vertetis Amala PLLC can be reached at: BIELLI & KLAUDER, LLC David M. Klauder, Esq. 1204 N. King Street Wilmington, DE 19801 Telephone: (302) 803-4600 E-mail: dklauder@bk-legal.com KTBS LAW LLP Thomas E. Patterson, Esq. Daniel J. Bussel, Esq. Robert J. Pfister, Esq. Sasha M Gurvitz, Esq. 1801 Century Park East, Twenty-Sixth Floor Los Angeles, CA 90067 Telephone: 310-407-4000 E-mail: tpatterson@ktbslaw.com dbussel@ktbslaw.com rpfister@ktbslaw.com sgurvitz@ktbslaw.com Counsel to the Zalkin Clients can be reached at: The Zalkin Law Firm, P.C. Irwin Zalkin, Esq. Kristian Rogendorff, Esq. Devin M. Storey, Esq. 10590 W. Ocean Air Dr. #125 San Diego, CA 92130 Telephone: 858-259-3011 E-mail: irwin@zalkin.com kristian@zalkin.com dms@zalkin.com Counsel to the PCVA Clients can be reached at: Pfau Cochran Vertetis Amala PLLC Michael T. Pfau, Esq. Jason P. Amala, Esq. Vincent T. Nappo, Esq. 403 Columbia St. Ste. 500 Seattle, WA 98104 Telephone: 206-451-8260 E-mail: michael@pcvalaw.com jason@pcvalaw.com vnappo@pcvalaw.com A copy of the Rule 2019 filing is available at https://bit.ly/30qONlm at no extra charge. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BOY SCOUTS: Says Survivor Group Email Violates Ch.11 Voting Rules ----------------------------------------------------------------- Soma Biswas of The Wall Street Journal reports that the Boy Scouts of America accused a sex-abuse survivors committee of improperly disparaging other victims' lawyers in its efforts to whip votes against the youth group's victim-compensation plan. The youth group alleged on Wednesday that the survivors' committee breached the bankruptcy court-ordered procedures on soliciting votes for or against a $1.9 billion settlement plan by emailing 20,000 survivors a letter from plaintiffs lawyer Tim Kosnoff, an outspoken critic of the Boy Scouts. Not all of the recipients were his clients. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. CARDINAL PARENT: Term Loan Add-ons No Impact on Moody's B3 CFR -------------------------------------------------------------- Moody's Investors Service said that Cardinal Parent, Inc.'s ("Zywave") term loan add-ons to fund an acquisition is credit negative, because it will increase debt/EBITDA to roughly 8.75x from 8.26x (Moody's adjusted pro forma as of June 2021, including capitalized software as an expense and pro forma for acquisitions), but it does not affect the existing ratings or stable outlook. Zywave is looking to issue an incremental $64.5 million to its existing $451 million first lien term loan due 2027 and an incremental $26 million to its $196 million existing second lien term loan due 2028. Proceeds will be used, along with new equity, to finance an acquisition. The target company provides cloud-based distribution solutions to insurance carriers, specifically in rating, quoting, and policy issuance for any product or channel. The addition of the company will allow Zywave to offer a broader suite of products to its existing clients and will increase its presence in the insurtech market, which is a potential high growth market. The B3 corporate family rating reflects Zywave's high leverage since its buyout by Clearlake Capital Group, L.P. ("Clearlake") in 4Q 2020, small scale as measured by revenues, highly acquisitive business profile and limited geographic and end-market diversification. Moody's expects private equity owners Clearlake Capital will continue to pursue debt-funded acquisitions as Zywave continues to aggregate software solutions within the niche market segments it serves, resulting in elevated leverage and integration risks. Zywave's rating is supported by its high retention rate among its customers, very large customer base with over 15,000 customers, highly recurring revenue and market positioning within the stable niche areas of the insurance software industry. The company's products are very 'sticky' due to their critical role in the operations of insurance carriers and tend to have contracts with an average tenor of several years. Zywave provides software-as-a-service (SaaS) to the insurance industry and its product platform is comprised of sales management, client delivery, content and analytics for insurance agencies, brokers, and carriers. Zywave, headquartered in Milwaukee, Wisconsin, provides software platforms to the P&C and benefits insurance industry with a focus on insurance brokers, carriers and agencies in the US. For the twelve-month period ended June 30, 2021, the company reported revenue of $166.5 million. The company is majority owned by private equity investor Clearlake Capital. CARLSON TRAVEL: Arnold & Porter Represents 2L Bondholder Group -------------------------------------------------------------- In the Chapter 11 cases of Carlson Travel, et al., the law firm of Arnold & Porter Kaye Scholer LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the 2L Bondholder Group. The 2L Bondholder Group of outstanding Senior Secured Notes under that certain Indenture, dated as of August 21, 2020, among Carlson Travel, Inc., a private company with limited liability incorporated under the laws of the state of Minnesota, the guarantors party thereto, U.S. Bank Trustees Limited, as trustee, and the other parties thereto. In or around October 2021, members of the 2L Bondholder Group retained A&P to represent them in their capacities as holders of the Senior Secured Notes. Each member of the 2L Bondholder Group separately requested that A&P represent it in connection with these chapter 11 cases in its capacity as a holder of the Senior Secured Notes. As of Nov. 11, 2021, members of the 2L Bondholder Group and their disclosable economic interests are: Aptior Capital 2nd Floor, 23 King Street London, SW1Y 6QY United Kingdom * Euro Floating Rate Notes: EUR2,000,000.00 DoubleLine Capital 333 S. Grand Ave., 18th Floor Los Angeles, CA 90071 * 6.75% Notes: $5,975,000.00 DSC Meridian Capital 888 Seventh Avenue New York, NY 10106 * 6.75% Notes: $10,388,653.00 Pictet Asset Management Limited Moor House, 120 London Wall London, EC2Y 5ET United Kingdom * Euro Floating Rate Notes: EUR11,500,000.00 A&P does not hold claims against or interests in the Debtors or their estates. Counsel for the 2L Bondholder Group can be reached at: ARNOLD & PORTER KAYE SCHOLER LLP Katherine G. Treistman, Esq. 700 Louisiana Street, Suite 4000 Houston, TX 77002-2755 Telephone: (713) 576-2400 Facsimile: (713) 576-2499 E-mail: katherine.treistman@arnoldporter.com Michael D. Messersmith, Esq. Sarah Gryll, Esq. 70 West Madison Street, Suite 4200 Chicago, IL 60602-4231 Telephone: (312) 583-2300 Facsimile: (312) 583-2360 E-mail: michael.messersmith@arnoldporter.com sarah.gryll@arnoldporter.com - and - Gerardo Mijares-Shafai, Esq. 601 Massachusetts Ave, NW Washington, DC 20001-3743 Telephone: (202) 942-5000 Facsimile: (202) 942-5999 E-mail: gerardo.mijares-shafai@arnoldporter.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3qAWAri About CWT Headquartered in Minneapolis, Minnesota, Carlson Travel Inc., known as CWT, is a Business-to-Business-for-Employees (B2B4E) travel management platform. CWT manages business travel, meetings, incentives, conferencing, exhibitions, and handles event management across six continents. Pre-pandemic, the Company handled 100 meetings and events and talked to almost 60,000 travelers DAILY. The Company reported total transaction volume US$24.8 billion in 2019. Carlson Travel Inc. and 37 affiliates, including Carlson Travel Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-90017) on Nov. 11, 2021. In its petition, CWT listed assets and liabilities of as much as $1 billion each. Kirkland & Ellis LLP is serving as legal adviser, Houlihan Lokey is serving as financial adviser, AlixPartners LLP is serving as restructuring adviser and Shearman & Sterling LLP is serving as corporate finance counsel to CWT in connection with the recapitalization process. Stroock & Stroock & Lavan LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors and Rothschild & Co. and Evercore are serving as financial advisors to groups of CWT's noteholders. CARLSON TRAVEL: Fitch Lowers IDR to 'D' on Bankruptcy Filing ------------------------------------------------------------ Fitch Ratings has downgraded Carlson Travel Inc's (CWT) Issuer Default Rating (IDR) to 'D' from 'C'. Fitch has also affirmed CWT's senior secured revolver and 10.5% new money senior secured notes at 'CCC'/'RR1'. In addition, Fitch has affirmed CWT's EUR and USD senior secured notes due 2025 at 'C'/'RR5' and third-lien notes due 2026 and senior unsecured stub notes due 2027 at 'C'/'RR6'. Carlson's 'D' rating reflects the announcement that the company has filed Chapter 11 under the U.S. Bankruptcy Code. The company entered into a restructuring support agreement (RSA) with its lenders in September 2021. KEY RATING DRIVERS Restructuring Support Agreement: The implementation of the RSA will cut CWT's debt balance by approximately half through a recapitalization, and provide additional liquidity in the form of $350 million in equity, and first lien debt in the form of $625 million notes, a $90 million term loan, and a new, undrawn revolver. The RSA has over 90% of creditors (on a combined basis) signed on. Business Travel Industry: Fitch anticipates business travel to rebound at a slower pace relative to leisure travel. However, despite increased telework options and reduced business travel in the short term, Fitch expects an eventual return in the majority of corporate travel demand. The agency assumes somewhat normalized volumes in the medium term, but with some cannibalization and reduced T&E budgets as a result of successful virtual/remote meetings during the initial stages of the pandemic. Traditionally, the business travel industry has a moderate degree of cyclicality, due to demand volatility stemming from economic cycles or external shocks. The business travel industry is fragmented, with many companies still retaining operations in-house, though CWT is one of the largest competitors along with American Express Global Business Travel. Solid Diversification: CWT is well-diversified from a geographic, customer and contract type perspective, helping to moderate an impact from cyclical travel pressures. A majority of revenue is generated in the Americas and EMEA, with a growing presence in Asia. No single customer comprises a meaningful portion of total revenue, and CWT's business clients are also diversified across industries. The company structures its contracts as either transaction fee-based (roughly two-thirds of revenue) or management fee-based, with the latter somewhat supporting cash flows in the event of travel volume declines. Positively, CWT has exposure to government and military travel, which is recovering at a faster pace than corporate travel. Agile Operating Model: A majority of CWT's operating costs are staff related, which it monitors regularly and can adjust quickly to changes in travel volumes. This has helped reduce the intense pandemic-related cash burn. As an example, in 2009, CWT cut roughly 17% of its workforce, while revenue and EBITDA declined by slightly less (on constant currency basis). This resulted in low flow-through to EBITDA and only modest pressure on margins. Flow-through during the pandemic has been in the 40%-50% range, slightly higher than some of its asset light travel peers. A number of other operating costs are variable, including fees to credit card companies, online travel agencies and suppliers. Certain capex spending related to software development can also be delayed during periods of stress. KEY ASSUMPTIONS KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that CWT would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim, and has assumed the $150 million revolver to be fully drawn at the time of recovery. Fitch estimates going-concern EBITDA in a scenario in which default may be caused by deep cyclical pressures, resulting in prolonged cash burn. Under this scenario, Fitch estimates a going-concern EBITDA of roughly $130 million, which reflects persistent weakness in business travel. This decline in EBITDA from the December 2019 peak is worse than CWT's performance during the last recession, reflecting the prolonged operating weakness in corporate travel and potential for some degree of cannibalized travel volumes due to proliferation of remote/virtual meetings. Fitch assumes a going-concern recovery multiple of 6.0x for CWT. This is slightly above the 5.0x recovery multiple assumed by Fitch for certain GDS companies, as the agency believes that the long-term disintermediation risk is lower for travel management companies compared with GDS companies. There are limited public transaction multiples in the travel services industry; however, CWT's recovery multiple is lower than acquisition multiples for Travelport in 2018 (11.0x) and Orbitz Worldwide in 2015 (10.3x). In terms of priority ranking for the collateral, the revolver and new money notes rank super senior, although the new money notes rank second relative to the revolver. The new secured EUR FRN and USD notes rank next in line behind the revolver and new money notes. Lastly, the new third-lien notes rank behind all of the above debt. The stub portions of the prior capital structure are all now expressly subordinated relative to the new capital structure and have been stripped of their collateral and guarantees. RATING SENSITIVITIES Rating sensitivities are not applicable, as the company has filed for bankruptcy. 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. ISSUER PROFILE Carlson Travel, Inc. is a travel management company, competing with peer American Express Global Business Travel. Through its online and offline offerings, CWT offers management, reservations and booking services to a large number of corporate and government clients. 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. CARLSON TRAVEL: Seeks Chapter 11 With Recapitalization Plan ----------------------------------------------------------- Jeremy Hill of Bloomberg News reports that business travel company Carlson Travel Inc. filed for Chapter 11 bankruptcy in Texas. The Company, known as CWT, listed assets and liabilities of as much as $1 billion each in its Chapter 11 petition. CWT, the Business-to-Business-for-Employees (B2B4E) travel management platform, on Nov. 11, 2021, announced it has taken the next step to implement its previously announced recapitalization plan. CWT initiated a legal process in the United States, which it expects to complete on an expedited basis due to the overwhelming support of its financial stakeholders. The recapitalization plan provides CWT with $350 million of new equity capital to reinvest in the business, eliminates approximately half of the Company's debt and provides for all business partners and other providers of goods and services to CWT to be paid in full. CWT's recapitalization plan has the support of 100% of its bank group and holders of over 90% of the Company's outstanding secured debt. About CWT Headquartered in Minneapolis, Minnesota, Carlson Travel Inc., known as CWT, is a Business-to-Business-for-Employees (B2B4E) travel management platform. CWT manages business travel, meetings, incentives, conferencing, exhibitions, and handles event management across six continents. Pre-pandemic, the Company handled 100 meetings and events and talked to almost 60,000 travelers DAILY. The Company reported total transaction volume US$24.8 billion in 2019. Carlson Travel Inc. and 37 affiliates, including Carlson Travel Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-90017) on Nov. 11, 2021. In its petition, CWT listed assets and liabilities of as much as $1 billion each. Kirkland & Ellis LLP is serving as legal adviser, Houlihan Lokey is serving as financial adviser, AlixPartners LLP is serving as restructuring adviser and Shearman & Sterling LLP is serving as corporate finance counsel to CWT in connection with the recapitalization process. Stroock & Stroock & Lavan LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors and Rothschild & Co. and Evercore are serving as financial advisors to groups of CWT's noteholders. CARPENTER REALTY: Voluntary Chapter 11 Case Summary --------------------------------------------------- Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Carpenter Realty Corp 21-18789 1 Glass Street Bridgeton, NJ 08302 Carpenter Warehousing, Inc. 21-18790 1 Glass Street Bridgeton, NJ 08302 Equity Resources, Inc. 21-18791 81 Cumberland Ave. Estell Manor, NJ 08319 Briardale Farms, Inc. 21-18792 81 Cumberland Ave. Estell Manor, NJ 08319 Gloucester Group, Inc. 21-18793 1 Glass Street Bridgeton, NJ 08302 Chapter 11 Petition Date: November 12, 2021 Court: United States Bankruptcy Court District of New Jersey Debtors' Counsel: Damien Nicholas Tancredi, Esq. FLASTER GREENBERG PC - CHERRY HILL 1810 Chapel Ave West Cherry Hill, NJ 08002 Tel: 856-661-1900 Email: damien.tancredi@flastergreenberg.com Carpenter Realty's Estimated Assets: $10 million to $50 million Carpenter Realty's Estimated Liabilities: $1 million to $10 million Carpenter Warehousing's Estimated Assets: $500,000 to $1 million Carpenter Warehousing's Estimated Liabilities: $1 million to $10 million Equity Resources' Estimated Assets: $1 million to $10 million Equity Resources' Estimated Liabilities: $1 million to $10 million Briardale Farms' Estimated Assets: $1 million to $10 million Briardale Farms' Estimated Liabilities: $1 million to $10 million Gloucester Group's Estimated Assets: $10 million to $50 million Gloucester Group's Estimated Liabilities: $1 million to $10 million The petitions were signed by Mark Imbesi as president. The Debtors failed to include in the petitions lists of their 20 largest unsecured creditors. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2EPIMPI/Carpenter_Realty_Corp__njbke-21-18789__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/OFPMR4Y/Carpenter_Warehousing_Inc__njbke-21-18790__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/ED2E3OI/Equity_Resources_Inc__njbke-21-18791__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/UL5AAZI/Briardale_Farms_Inc__njbke-21-18792__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/XFRIA5I/Gloucester_Group_Inc__njbke-21-18793__0001.0.pdf?mcid=tGE4TAMA DAVIDZON RADIO: Updates Plan to Include Disputed Litigation Claim ----------------------------------------------------------------- Davidzon Radio, Inc., along with plan sponsors Great Elm Capital Corp.and Kingsland Development Urban Renewal, LLC, submitted an Amended Chapter 11 Joint Plan of Reorganization and a Disclosure Statement on Nov. 9, 2021. The Plan provides for a heavily negotiated settlement between the Debtor, Great Elm, and Kingsland. The settlement, among other things, provides an avenue for the Debtor to reorganize its business by providing it a period of time to move its AM radio broadcasting to a new location. The settlement also resolves long-standing and contentious litigations between Kingsland and the Debtor regarding its current lease for its broadcasting location. And the settlement resolves Great Elm's $10+ million secured claim against the Debtor and several of its corporate affiliates, as well as Great Elm's guarantee claims against Mr. Davidzon and Mr. Katsman, the equity holders of the Debtor and such affiliates. Based upon the claims filed to date and listed in the Debtor's Schedules, the Plan Sponsors expect the Plan to provide for the reinstatement of all Allowed Interests and/or payment in full of all Allowed Claims other than the Claims of Kingsland and Great Elm, both of whom support the Plan. On October 10, 2021, following extensive negotiations between the Debtor, Kingsland, and Great Elm, such parties filed the Joint Motion by Davidzon Radio, Inc., Great Elm Capital Corporation and Kingsland Development Urban Renewal, LLC to Approve Compromise and Settlement of Controversy Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy Procedure (the "9019 Motion"). The 9019 Motion provides for a settlement between Kingsland, the Debtor, and Great Elm, contingent upon confirmation and consummation of the Plan and the effectiveness of the detailed settlement provisions contained. The Court has not yet entered an order approving the 9019 Motion. The Debtor leases certain real property known as Block 233, Lots 15 and 16.01 located in the Township of Lyndhurst, New Jersey (the "Property") from Kingsland pursuant to a Ground Lease dated as of August 15, 2002 (as amended, the "Ground Lease"). Class 4 consists of the Great Elm Secured Claim. The Great Elm Secured Claim will be Allowed against the Debtor in the amount of $10,661,876 as a secured claim under Section 506 of the Code. On the Effective Date, Great Elm (or its designee) will receive, on account of the Great Elm Secured Claim, a payment of $3,774,880.88 from Kingsland pursuant to the Kingsland Settlement. Class 5 consists of Kingsland's Claims against the Debtor related to the Kingsland Lease. Kingsland’s Claims against the Debtor will be Allowed, solely for the purposes of voting on the Plan and for no other purpose, in the amount of $1.00. On the Effective Date, and upon the express approval in the Confirmation Order of the Kingsland Settlement, in satisfaction of Kingsland's Claims against the Debtor, the Kingsland Lease shall be deemed to have been rejected and all rights and obligations of the parties to the Kingsland Lease and as to the Reorganized Debtor, on behalf of the Estate, shall be terminated without further action or court order, Kingsland and the Reorganized Debtor will simultaneously enter into the License Agreement, and Kingsland will receive the benefits provided for under the Kingsland Settlement. Class 6 consists of all Allowed unsecured Claims against the Debtor that do not exceed $200.00, or any Class 7 Claim that wishes to reduce its Allowed Claim to $200.00 and be treated within this Class. As of the date of the Plan, this Class included the Claim of Quill Corporation. Claims in this Class will be paid by the Reorganized Debtor in cash and in full on the later of (x) the Effective Date or (y) the date (i) such claim becomes Allowed, or (ii) the amount of the Claim is otherwise agreed to by the Reorganized Debtor in accordance with the terms of the Plan and the holder of such Allowed Claim. Class 7 consists of all Allowed unsecured Claims against the Debtor (a) that are not treated in Class 6 and do not otherwise elect to be treated in Class 6 and (b) that are not otherwise treated in another Class. The deadline to file proofs of claim was March 26, 2021 for non-governmental creditors and was July 14, 2021 for governmental entities, units, and agencies. As of the date of the filing of the Plan, the Plan Sponsors are not aware of any Claims in this Class. This Class is Unimpaired. Claims in this Class will be paid by the Reorganized Debtor in cash and in full on the later of (x) the Effective Date (or as soon thereafter as reasonably practicable) or (y) the date (i) such claim becomes Allowed, or (ii) the amount of the Claim is otherwise agreed to by the Reorganized Debtor in accordance with the terms of the Plan and the holder of such Allowed Claim: provided, however, that the amount to be paid to Other Priority Claims under the Plan may not exceed $0.00. Class 8 consists of all Allowed Claims and Allowed Interests, if any, of Georgy Tsikhiseli against the Debtor. The Disputed Litigation Claim is the subject of a filed objection by the Debtor as of the date of this Disclosure Statement. The Allowed amount of the Disputed Litigation Claim will be paid by the Reorganized Debtor in cash and in full on the later of (x) the Effective Date (or as soon thereafter as reasonably practicable) or (y) the date (i) such claim becomes Allowed, or (ii) the amount of the Claim is otherwise agreed to by the Reorganized Debtor in accordance with the terms of the Plan and the holder of such Allowed Claim: provided, however, consistent with the limitations on a "claim of an employee for damages resulting from the termination of an employment contract" provided for in Bankruptcy Code § 502(b)(7), that the amount to be paid to the Allowed amount of the Disputed Litigation Claim under the Plan may not exceed $18,000.00, which amount equals 1 year's salary for Mr. Tsikhiseli under his alleged employment contract. The Reorganized Debtor will pay the Allowed amount of the Disputed Litigation Claim from the Stockholder Contribution. This Class is Unimpaired. Class 9 consists of the holders of stock in the Debtor. The Debtor's shareholders are Grigory Davidzon and Sam Katsman. On the Effective Date, and in exchange for the Stockholder Contribution, the Interests in this Class will be reinstated pursuant to Bankruptcy Code § 1124. This Class is Unimpaired. Any distribution required to be made on a day other than a business day shall be made on the next succeeding business day. Distributions to Classes 1 (Administrative Claims), 2 (Priority Tax Claims), 3 (Other Priority Claims), and 6 (General Unsecured Claims Less than $200.00) will be paid from the Reserve or by the Reorganized Debtors. Settlement Payment On the Effective Date, Kingsland will pay Great Elm, by wire transfer to an account designated by Great Elm, $3,770,000.00 on behalf of the Debtor as a distribution on the Great Elm Secured Claim. On the Effective Date, Kingsland will pay the Reorganized Debtor, by wire transfer as designated by the Reorganized Debtor, $30,000.00 to be used to fund the Reserve. For the avoidance of doubt, the total amount to be paid by Kingsland to Great Elm and the Reorganized Debtor will equal $3.8 million. A full-text copy of the Disclosure Statement dated Nov. 9, 2021, is available at https://bit.ly/3Ca9FtN from PacerMonitor.com at no charge. Counsel to Great Elm Capital: K&L Gates LLP James A. Wright III Emily Mather State Street Financial Center One Lincoln Street Boston, MA 02111 Tel: (617) 261-3193 E-mail: james.wright@klgates.com emily.mather@klgates.com Counsel to Kingsland Development: Chiesa Shahinian & Giantomasi PC Robert E. Nies One Boland Drive West Orange, NJ 07052 Tel: (973) 530-2012 E-mail: rnies@csglaw.com Counsel to Davidzon Radio, Inc.: Law Offices of Alla Kachan, P.C. Alla Kachan 2799 Coney Island, Suite 202 New York, NY 11235 Tel: (718) 513-3145 Email: alla@kachanlaw.com About Davidzon Radio Davidzon Radio Inc. operates in the radio broadcasting industry. The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No. 21 10345) on Jan. 15, 2021. In the petition signed by Sam Katsman, principal, the debtor disclosed $4,500,500 in assets and $8,000,000 in liabilities. Alla Kachan, Esq. of LAW OFFICES OF ALLA KACHAN, P.C., is the Debtor's counsel. DOMINION DEVELOPMENT: Unsecured Creditors to Split $615.9K in Plan ------------------------------------------------------------------ Dominion Development Partners, Inc., filed with the U.S. Bankruptcy Court for the District of Nevada a Plan of Reorganization. Since November 2019, the Debtor has been in the business of planning, developing and consulting for parcels of real property for management and operations. The Debtor's business has not generated income but has operated from the loans from insiders and from third party creditors. The Plan Proponent's financial projections show that the Debtor will have projected disposable income/loans of $637,900. The final Plan payment is expected to be paid by Aug. 30, 2022. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of the Plan has valued at approximately $615,000 cents on the dollar. The Plan provides for full payment of administrative expenses and priority claims. Class 3 consists of all non-priority unsecured claims allowed under Sec. 502 of the Code. The provision for the claims made is the $30,000,000 to be paid at settlement of from the Property which is being renegotiated for reinstatement for a new scheduled settlement date by November 30, 2021. This would allow for the discharge of $615,900 creditors payments as follows: * $7,900: Bourne, Painter & Bradley * $12,000: Dexter L Scott Trust * $14,000: DP + Partners - Valuation Consultants * $8,000: Evans Joseph * $10,000: Financially Educated * $64,000: George F. Burns * $10,000: Iconoclast Entertainment * $110,000: Jordan Colleta * $225,000: MD Health Alliance * $63,000: The Aptitude Group; and * $92,000: Wille Reddick. A full-text copy of the Plan of Reorganization dated Nov. 8, 2021, is available at About Dominion Development Dominion Development Partners, Inc., is a corporation and has been in the business of planning, developing and consulting for parcels of real property for management and operations. The Debtor filed a Chapter 11 petition (D. Nev. Case No. 21-13400) on July 6, 2021. Jeffrey J. Whitehead, Esq., of WHITEHEAD & BURNETT, is the Debtor's counsel. In the petition signed by Kevin W. Williams, president, the Debtor disclosed $872,939 in assets and $1,186,357 in liabilities. https://bit.ly/3Diqe8A from PacerMonitor.com at no charge. Attorneys for the Debtor: JEFFREY J. WHITEHEAD, ESQ. GARY BURNETT, ESQ. WHITEHEAD & BURNETT 6980 O'Bannon Drive Las Vegas, Nevada 89117 Tel: (702) 267-6500 Fax: (702) 267-6262 E-mail: jeff@whiteheadburnett.com gary@whiteheadburnett.com DURA-TRAC FLOORING: Updates Plan to Include Insider Claims Details ------------------------------------------------------------------ Dura-Trac Flooring Ltd., Co., submitted a First Amended Disclosure Statement describing First Amended Plan of Reorganization dated Nov. 11, 2021. This First Amended Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations, future income and sale of assets. This Plan provides for 1 class of secured claims, and 1 class of general unsecured claims, 1 class of insider claims and 1 class of equity security holders. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 5 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 Allowed Secured Claims are claims secured by property of the Debtor's bankruptcy estate to the extent allowed as secured claims. * United Bank, loan number 458428-90033 in the claim amount of $827,266.56 as of October 1, 2021 shall receive a monthly payment of $8,375.68 with 4% interest for 120 months. * United Bank, loan number 4528428-90032 in the claim amount of $403,929.69 as of October 1, 2021 shall receive a monthly payment of $4,089.60 with 4% interest for 120 months. * United Bank, loan number 4528428-90031 in the claim amount of $583,287.82 as of October 1, 2021 shall receive a monthly payment of $5905.50 with 4% interest for 120 months. Class 4 consists of Post Petition Insider Claims. The claims contained in this class of claims which were created postpetition by the actions of United Bank by seeking relief from the automatic stay after removing the debtor as an obligor on a line of credit note which was secured by individual property of the shareholders and insiders Marci Cirasi and Mark Cirasi. * Marci Cirasi shall receive the amount of $$750,000 without interest in monthly installments $5,600 per month due on the first day of each month until all principal is paid in full. Payments on this obligation will be made only after all secured creditor payments and all unsecured payments provided for hereunder have been paid in full for that month. * Mark Cirasi shall receive the amount of $650,000.00 without interest in monthly installments $5,600 per month due on the first day of each month until all principal is paid in full. Payments on this obligation shall not commence until the payment in full of the claim of Marci Cirasi and monthly payments will be made only after all secured creditor payments and all unsecured payments provided for hereunder have been paid in full for that month. The balance of his claim in the amount of $100,000.00 has been injected into the debtor as additional equity. Like in the prior iteration of the Plan, Class 3 General Unsecured Claims total $628,317.83 and will be paid 5% of the amount of their claim pro-rata four equal quarterly installments of $7,854 commencing on March 30, 2022, and a like amount on June 30, 2022, September 30, 2022 and a final payment on December 30, 2022. The claims In this class are impaired. A full-text copy of the First Amended Disclosure Statement dated Nov. 11, 2021, is available at https://bit.ly/3osx0lN from PacerMonitor.com at no charge. The Debtor is represented by: James M. Pierson, Esq. Pierson Legal Services P.O. Box 2291 Charleston, WV 25328 Tel: (304) 925-2400 Email: jpierson@piersonlegal.com About Dura-Trac Flooring Dura-Trac Flooring Ltd., a privately held company in the carpet and flooring business, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 20-00838) on Nov. 16, 2020. In the petition signed by Mark Cerasi, managing member, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Pierson Legal Services serves as the Debtor's bankruptcy counsel. EAGLEFORD RECYCLING: Case Summary & 10 Unsecured Creditors ---------------------------------------------------------- Debtor: Eagleford Recycling Services, LLC 32 S Osprey Ave., Ste. 102 Sarasota, FL 34236 Chapter 11 Petition Date: November 12, 2021 Court: United States Bankruptcy Court Middle District of Florida Case No.: 21-05810 Debtor's Counsel: Michael C. Markham, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 401 East Jackson Street #3100 Tampa, FL 33602 Tel: 813-225-2500 Fax: 813-223-7118 Email: mikem@jpfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Stephen J. Ostermann, Mgmr Resource Capital Partners, LLC, as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7E3S3DQ/Eagleford_Recycling_Services_LLC__flmbke-21-05810__0001.0.pdf?mcid=tGE4TAMA ECOARK HOLDINGS: Incurs $5.9 Million Net Loss in Second Quarter --------------------------------------------------------------- Ecoark Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $5.86 million on $6.11 million of revenues for the three months ended Sept. 30, 2021, compared to net income of $8.99 million on $3.28 million of revenues for the three months ended Sept. 30, 2020. For the six months ended Sept. 30, 2021, the Company reported a net loss of $3.30 million on $12.99 million of revenues compared to a net loss of $12.20 million on $5.59 million of revenues for the six months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $45.50 million in total assets, $21.73 million in total liabilities, and $23.77 million in total stockholders' equity. Ecoark stated, "We expect that in the long term the revenue generating operations in our Commodities segment will continue to improve the liquidity of the Company moving forward. The Company's capital program for production enhancement and development is expected to be significantly focused on exploiting legacy acreage positions that are economically viable at today's oil prices. We anticipate that management's focus on legacy acreage enhancement and development will positively benefit the balance sheet by producing hydrocarbons during a time of increasing demand after the negative impacts of COVID-19. The amount and timing of our capital expenditures are largely discretionary and within our control. We could choose to defer a portion of these planned capital expenditures depending on a variety of factors, including but not limited to the success of our drilling activities, prevailing and anticipated prices for oil, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other interest owners. We currently continue to execute on our strategy to reinvest cash flow from operations to enhance, develop and increase oil production, strengthening our balance sheet. We intend to continue monitoring commodity prices and overall market conditions and can adjust capital deployment in response to changes in commodity prices and overall market conditions. We monitor and adjust our projected capital expenditures for our operations in response to the results of our drilling activities, changes in prices, availability of financing, drilling and acquisition costs, industry conditions, the timing of regulatory approvals, the availability of rigs, contractual obligations, internally generated cash flow and other factors both within and outside our control. If we require additional capital, we may seek such capital through traditional reserve base borrowings, joint venture partnerships, production payment financing, asset sales, offerings of debt and/or equity securities or other means. There is no assurance that the needed capital will be available on acceptable terms or at all. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our drilling programs, which could result in a loss of acreage through lease expirations. In addition, we may not be able to complete acquisitions that may be favorable to us or finance the capital." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001437491/000121390021058142/f10q0921_ecoarkholdings.htm About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a diversified holding company. Through its wholly-owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including consulting, fund administration and asset management. Ecoark Holdings reported a net loss of $20.89 million for the year ended March 31, 2021, compared to a net loss of $12.14 million for the year ended March 31, 2020. As of June 30, 2021, the Company had $35.59 million in total assets, $14.90 million in total liabilities, and $20.69 million in total stockholders' equity. EHT US1 INC: Creditors to Get Paid from Sale Proceeds ----------------------------------------------------- Eagle Hospitality Real Estate Investment Trust, a debtor affiliate of EHT US1, Inc. and the other Liquidating Debtors, the official committee of unsecured creditors, and Bank of America, N.A., filed a Disclosure Statement in connection with the First Amended Joint Plan of Liquidation. Following the closing of the sale of the Debtor Propcos' 14 Hotel Assets in June 2021, the Liquidating Debtors, the Committee, and the Prepetition Agent engaged in discussions to formulate a chapter 11 plan of liquidation for the distribution of net sale proceeds to the Debtors' creditors and other stakeholders. The negotiations resulted in the Plans that incorporate the Plan Settlement reflected in a Plan Support Agreement ("Plan Support Agreement") among the Liquidating Debtors, the Committee, the Prepetition Agent, certain members of the Committee (in their individual capacities), and certain Holders of Prepetition Lender Claims (collectively, the "PSA Parties"). The Plan Settlement reflects a good faith compromise and settlement of numerous inter Debtor, Debtor-creditor, and intercreditor issues, including issues regarding substantive consolidation, the allocation of sale proceeds among the Liquidating Debtors, the validity and enforceability of Intercompany Claims, the allocation of Administrative Expense Claims, the funding of the wind-down of the Singapore Debtors, and the treatment of Claims held by Entities that do not have contractual privity with the Liquidating Debtors. The Plan Settlement – which is conditioned upon the Plans going effective on or before December 31, 2021 – provides for certain guaranteed minimum distributions on the Effective Date to (i) the Prepetition Agent on behalf of the Prepetition Lenders and (ii) Holders of Other General Unsecured Claims and Convenience Claims against the Debtor Propcos. There is the potential for additional recoveries post-Effective Date as well. In addition, as part of the Plan Settlement, the Plan provides, among other things, that: * As part of the Plan Settlement, the Prepetition Lender Claims will be Allowed in each Plan, on a joint and several basis against each Liquidating Debtor, in an aggregate amount of no less than $380,513,355 (which is calculated as the sum of principal, accrued prepetition interest, prepetition charges, Swap obligations (but not post-petition interest), gross-up obligations, agent fees,and professional fees, after taking into account the reduction of such amounts as a result of the exercise of the Lender Setoff Rights); * On the Effective Date, the Prepetition Agent will receive, on account of the Prepetition Lender Claims, (a) the Guaranteed Prepetition Agent Distribution in the amount of $360.161 million on account of the Prepetition Lender Claims, (b) beneficial interests in the Liquidating Trust which entitle the Prepetition Agent, on account of the Prepetition Lender Claims, to additional Distributions on account of both Liquidating Trust Interests (Propcos) and Liquidating Trust Interests (Non-Propcos) in accordance with the Plans, including, but not limited to, the Prepetition Agent Fee Payment in the amount of $2.64 million, and (c) postpetition default interest and Postpetition Charges (to the extent not included in the $380,513,355) to the extent entitled thereto under applicable law and in accordance with the Plans; * Holders of Other General Unsecured Claims against the Debtor Propcos will receive (a) their pro rata share of the Guaranteed Other GUC Distribution in the amount of $15.083 million and (b) beneficial interests in the Liquidating Trust that entitle such Holders to additional Distributions from the Liquidating Trust Propco Assets. In particular, the Distributions on account of Liquidating Trust Propco Assets and the proceeds thereof shall be allocated as follows: first, a one-time payment of $2.64 million to the Prepetition Agent, on behalf of the Prepetition Lenders, on account of the Prepetition Lender Claims; second, with respect to the next $12.5 million of available cash, the Prepetition Agent, on behalf of the Prepetition Lenders, will receive 75% of such cash and Class 5 creditors will receive 25% of such cash; and third, with respect to any further available cash (i.e., the Tier 2 Value Range), the Prepetition Agent, on behalf of the Prepetition Lenders, will receive 25% of such cash and Class 5 creditors will receive 75% of such cash. * Holders of Convenience Claims against the Debtor Propcos will receive a pro rata share of the Convenience Class Distribution in the aggregate amount of $1.601 million. Class 5 consists of Other General Unsecured Claims against Propcos. Each Holder of an Allowed Other General Unsecured Claim against a Debtor Propco shall receive (i) its pro rata share of the Guaranteed Other GUC Distribution and (ii) Liquidating Trust Interests (Propco) which entitle such Holder to receive on account of its Allowed and unpaid Other General Unsecured Claim, its pro rata share of the Other GUC Trust Distribution until such Allowed Other General Unsecured Claim is paid in full in each case subject to the Plan Settlement. This Class has $31.1 million total amount of claims and will receive a distribution of 55.7%. Class 9 consists of Other General Unsecured Claims against NonPropcos. After payment in full of all A/P/S Claims and Secured Prepetition Lender Non-Propco Claims, any remaining Cash at each Debtor Non-Propco shall be distributed on a pro rata basis to the Prepetition Agent (on account of the Prepetition Lender Claims) and Holders of Allowed Other General Unsecured Claims until such Allowed Other General Unsecured Claim are paid in full. This Class has $137.2 million amount of claims and will receive a distribution of 0.0%. The Plans will distribute beneficial interests in the Liquidating Trust to creditors of the Debtor Non-Propcos (including the Prepetition Lenders and, for the avoidance of doubt, creditors of EH REIT) and equityholders of EH REIT, which will entitle such creditors and equityholders to a Distribution to the extent there is sufficient value available at the corresponding Debtor Non Propco level. However, at this time, it is not anticipated that Holders of Other General Unsecured Claims against the Debtor Non-Propcos, EH REIT Equity Interests, or EH REIT Section 510(b) Claims will receive a Distribution on account of such Claims or Equity Interests. Finally, the Plan Settlement resolves disputes among the Plan Proponents concerning the funding request relating to the wind down of the Singapore Debtors. Under the Plan Settlement, and in accordance with the Plans, the Plan Proponents have agreed to make available certain additional Cash to the Singapore Debtors to fund the orderly wind-down of the Singapore Debtors under Singapore law. A full-text copy of the Disclosure Statement dated Nov. 8, 2021, is available at https://bit.ly/3olA5nO from Donlin, Recano & Company, Inc., claims agent. Co-Counsel to the Debtors: PAUL HASTINGS LLP Luc A. Despins, Esq. G. Alexander Bongartz, Esq. Shlomo Maza, Esq. 200 Park Avenue New York, New York 10166 Telephone: (212) 318-6000 Facsimile: (212) 319-4090 E-mail: lucdespins@paulhastings.com alexbongartz@paulhastings.com shlomomaza@paulhastings.com COLE SCHOTZ P.C. Seth Van Aalten, Esq. G. David Dean, Esq. 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Telephone: (302) 652-3131 Facsimile: (302) 574-2103 E-mail: svanaalten@coleschotz.com ddean@coleschotz.com About Eagle Hospitality Group Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality stapled group comprising Eagle Hospitality Real Estate Investment Trust and Eagle Hospitality Business Trust. Based in Singapore, Eagle H-REIT is established with the principal investment strategy of investing on a long-term basis in a diversified portfolio of income-producing real estate, which is used primarily for hospitality or hospitality-related purposes as well as real estate-related assets in connection with the foregoing, with an initial focus on the United States. EHT US1, Inc. and 26 affiliates, including 15 LLC entities that each owns hotels in the U.S., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10036) on Jan. 18, 2021. EHT US1 estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their bankruptcy counsel, FTI Consulting Inc. as restructuring advisor, and Moelis & Company LLC as an investment banker. Rajah & Tann Singapore LLP and Walkers serve as Singapore Law counsel and Cayman Law counsel, respectively. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on Feb. 4, 2021. The committee tapped Kramer Levin Naftalis & Frankel, LLP as bankruptcy counsel, Morris James LLP as Delaware counsel, and Province, LLC as financial advisor. LVM Law Chambers LLC serves as the Debtor's Singapore law conflicts counsel. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' Chapter 11 cases. Thomas D. Bielli, Esq., at Bielli & Klauder, LLC, is the fee examiner's legal counsel. EMPLOYBRIDGE HOLDING: Moody's Affirms B2 CFR on Hire Dynamics Deal ------------------------------------------------------------------ Moody's Investors Service affirmed EmployBridge Holding Company's B2 corporate family rating and B2-PD probability of default rating on the proposed acquisition of Hire Dynamics (HD), a staffing and recruitment service provider. Concurrently, Moody's affirmed the B3 rating on EmployBridge's senior secured term loan B due 2028. The outlook is stable. EmployBridge will fund the HD acquisition and related fees & expenses from a combination of $200 million of add-on debt to the existing senior secured term loan B, $75 million in new equity from the company's sponsor, affiliates of Apollo Global Management, LLC, ("Apollo"), and roughly $10 million of cash from the balance sheet. The company's secured asset-based revolving credit facility ("ABL") due 2026 will be upsized to $360 million from $300 million as part of the transaction. "The affirmation of EmployBridge's ratings reflects our view that credit metrics will remain in line with the B2 corporate family rating despite a moderate weakening of leverage from the incremental debt issuance," said Moody's lead analyst Andrew MacDonald. "The acquisition of HD increases the size and scale of EmployBridge, specifically in light industrial staffing in the Southeastern US, and poses modest integration risk given the similar business profile and limited customer overlap between the two businesses." The following ratings/assessments are affected by the action: Ratings Affirmed: Issuer: EmployBridge Holding Company Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B3 (LGD4) Outlook Actions: Issuer: EmployBridge Holding Company Outlook, Remains Stable RATINGS RATIONALE EmployBridge's B2 CFR reflects Moody's expectations for high-single-digit revenue growth in 2021, improving profitability rates and debt-to-EBITDA to decline to 5x by the end of 2022. The acquisition of HD is considered modestly aggressive given it increases the company's adjusted debt-to-EBITDA leverage to 5.6x from 5.4x pro forma for the twelve months ended June 30, 2021 (the LTM period, Moody's adjusted). The acquisition is moderate in size and increases the company's total revenue by 13%. Despite the increase in leverage, it remains below Moody's initial leverage of 6.7x as of March 2021 following the LBO. Moody's expects strong revenue growth, supported by the broad recovery in EmployBridge's supply chain centric customer base and the tight US labor market, which should drive the company's EBITDA to nearly $200 million by 2022. The ratings also consider EmployBridge's modest profitability rates, with EBITDA margins expected to be around 5%, which is low compared to some other temporary staffing companies. The industry is mature and highly competitive with several significantly larger staffing companies as well as established niche players. However, Moody's believes that secular trends towards greater workforce outsourcing remain supportive of sustained, albeit modest, revenue and earnings growth at the company. Free cash flow-to-debt in a low-to-mid single digit percentage range and EBITA-to-interest around 2.7x provide additional ratings support. Given the mature and competitive industry dynamics and modest profitability rates, maintenance of better than median credit metrics compared to other services issuers also rated at the B2 CFR category is an important support for the rating. All financial metrics cited reflect Moody's standard adjustments. EmployBridge's credit profile is supported by the company's competitive size and national branch network, enabling the company to serve national multi-site clients and to invest in technology and talent. The company has a diverse customer base, but there is some customer concentration, with its largest customer accounting for 3% of total revenue and the top ten making up 15%. However, Moody's notes the concentration is with a high-quality roster of large logistics and light-manufacturing related companies. Moreover, EmployBridge is growing its on-site presence at many of its largest clients' facilities, which Moody's anticipates will increase client retention and establish stronger competitive barriers. ESG considerations incorporated in the B2 CFR include governance pressure from Moody's expectation for aggressive financial strategies typically employed by private equity sponsor owners, including debt-funded acquisitions and shareholder returns. Moody's considers EmployBridge's liquidity profile to be good. At closing, Moody's anticipates the company to have substantial cash on hand and for the ABL to remain undrawn with approximately $210 to $220 million of availability (net of around $140 to $150 million used to issue letters of credit supporting its workers' compensation insurance program) under the proposed upsized $360 million ABL due 2026. Moody's expects at least $40 million of free cash flow in 2022, which is adequate to cover $9.25 million of annual term loan debt amortization. EmployBridge's cash flow is seasonal, with working capital typically decreasing in the first fiscal quarter, thereby driving positive free cash flow, and then building throughout the course of the rest of the year, driving low or negative free cash flow. There are no financial covenants applicable to the term loan. The ABL is subject to a springing minimum fixed charge coverage ratio (as defined in the loan documentation) of at least 1.0 time when the availability is less than the greater of (i) 10% of the lesser of the borrowing base and the line cap and (ii) $30 million. Moody's does not expect the covenant to be measured over the next 12 to 15 months but anticipates EmployBridge could comfortably meet the test if it is measured. The stable outlook reflects Moody's expectations for sustained revenue and earnings growth to push debt-to-EBITDA to below 5.0x over the next 12 to 18 months. The stable outlook also anticipates that EmployBridge will maintain solid credit metrics, including debt-to-EBITDA below 5.0x and adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if EmployBridge generates revenue and EBITDA growth such that it can sustain throughout the business cycle: 1) debt-to-EBITDA below 4.0x; 2) free cash flow-to-debt in the high single digits percentages; 3) EBITDA margins above 5%; and 4) good liquidity. Expectations for balanced financial strategies emphasizing debt reduction is also an important consideration for higher ratings. The ratings could be downgraded if Moody's expects: 1) revenue and profits will not grow consistently, or will grow only slowly; 2) an increase in competition causing a loss of market share; 3) debt-to-EBITDA will be sustained above 5.0x; 4) free cash flow-to-debt will be less than 1%; or 5) EmployBridge's liquidity profile will deteriorate. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. EmployBridge, based in Atlanta, GA, is a provider of temporary and contract staffing services through company owned and franchised locations throughout the U.S. The company offers temporary staffing, temp-to-hire, and direct placement services and derives most of its revenues from the placement of light industrial, transportation and clerical staff. The company is controlled by affiliates of Apollo Global Management, Inc. Moody's expects pro forma revenue of over $3.7 billion in FY 2021. EVOKE PHARMA: Incurs $2 Million Net Loss in Third Quarter --------------------------------------------------------- Evoke Pharma, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.97 million on $930,449 of net product sales for the three months ended Sept. 30, 2021, compared to a net loss of $2.13 million on zero product sales for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $6.87 million on $1.26 million of net product sales compared to a net loss of $10.89 million on zero product sales for the same period during the prior year. As of Sept. 30, 2021, the Company had $11.65 million in total assets, $6.88 million in total liabilities, and $4.77 million in total stockholders' equity. As of Sept. 30, 2021, the Company's cash and cash equivalents were approximately $11.1 million. The Company expects its cash and cash equivalents as of Sept. 30, 2021, as well as cash flows from future net sales of Gimoti, will be sufficient to fund its operations through the third quarter of 2022. "Through our hard work and valued partnership with Eversana, we continued to increase in-person access to physicians during the third quarter of 2021. We have also successfully executed on strategic commercial initiatives to expand awareness and adoption of GIMOTI. As a result, we are pleased to observe continued refill rates, sales growth, and prescribing physicians trending in a positive direction," stated David A. Gonyer, R.Ph., president and CEO of Evoke Pharma. "The overarching goal is delivering GIMOTI to diabetic gastroparesis patients desperately wanting new options to treat this critical unmet medical need and helping to improve their lives. We will continue working tirelessly to fulfill this mission and in doing so, helping GIMOTI further achieve commercial success." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1403708/000156459021056208/evok-10q_20210930.htm About Evoke Pharma Headquartered in Solana Beach, California, Evoke -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The Company is developing Gimoti, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adult women. Evoke Pharma reported a net loss of $13.15 million for the year ended Dec. 31, 2020, compared to a net loss of $7.12 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $17.56 million in total assets, $11.59 million in total liabilities, and $5.97 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 11, 2021, citing that the Company has suffered recurring losses from operations and has not generated significant revenues or positive cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. FRS GROUP: Gets OK to Hire HD Taxes as Accountant ------------------------------------------------- FRS Group, Inc. received approval from the U.S. Bankruptcy Court for the Western District of Washington to employ HD Taxes and Business Services, Inc. as its accountant. The firm's services include: a. processing bi-weekly payroll; b. preparing and filing quarterly and yearly payroll returns to the Internal Revenue Service, Colorado Department of Revenue, and Colorado Department of Labor; c. submitting payroll taxes to IRS and Colorado Department of Revenue; d. preparing payroll reports and paystubs; and e. reconciling bank statements and assisting with monthly bankruptcy reports. The firm will be paid a monthly fee of $390. As disclosed in court filings, HD Taxes does not represent interests adverse to the Debtor's estate. HD Taxes can be reached through: Drena L. Knecht, EA HD Taxes and Business Services, Inc. 1015 Elkstam Drive Bloomington, IL 61704 Phone: (309) 807-2666 Fax: (866) 543-4855 About FRS Group Inc. FRS Group, Inc. owns and operates the "Fantastic Sam's" hair salon in Fountain and Colorado Springs, Colo., with corporate headquarters located at 3407 H Ave., Anacortes, Wash. It is currently in the process of attempting to sell its business in Colorado Springs. FRS Group filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 21-11367) on July 15, 2021, listing as much as $500,000 in both assets and liabilities. Autumn Lea Ginnetti, secretary, signed the petition. Judge Timothy W. Dore oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C. is the Debtor's legal counsel. GAINCO INC: Obtains Interim Cash Collateral Access -------------------------------------------------- Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas has authorized Gainco, Inc. to use cash collateral on an interim basis, according to an approved budget, pending final hearing. The Debtor requires access to cash collateral to avoid irreparable harm to the Debtor and its estate. The approved budget for the month of November 2021 provided for $171,037 in total operating expenses and a gross profit (after cost of goods sold) of $181,081. The Court also ruled that the Debtor may pay Traditions Commercial Finance, LLC $15,000 in November 2021 as adequate protection payment to be applied pursuant to the parties' settlement agreement that is incorporated into the Debtor's proposed reorganization plan. The Debtor shall also pay First Community Bank as adequate protection payment, pursuant to FCB's setoff right. Moreover, the Debtor is authorized to pay in November 2021 postpetition retainer for (i) $5,000 to the Law Offices of William B. Kingman, P.C.; and (ii) $2,500 to Ruble, Leadbetter & Associates P.C., its accountant. The Debtor is directed to provide the Subchapter V Trustee and Traditions an accounting of all amounts received by the Debtor on invoices factored with Traditions, and shall immediately turnover such funds to Traditions. The Court further ruled that Yellowstone Capital LLC; Traditions; Payroll Funding Company LLC; CHTD Company; FCB and Affiliated Funding Corporation are granted valid, perfected and non-avoidable replacement lien and security interest on all of the Debtor's accounts, receivables and proceeds thereof to the extent acquired after the Petition Date. The Debtor shall not make any payments on prepetition debt or obligation prior to the effective date of a confirmed Chapter 11 plan in its case, except payments to Traditions on the factored accounts. The ad valorem tax liens held by San Patricio County shall neither be primed nor subordinated to any liens granted under the current order. A copy of the Eighth Interim Order is available at https://bit.ly/3mTFAKE from PacerMonitor.com free of charge. Judge Jones will continue hearing on the Debtor's use of cash collateral on December 3, 2021 at 9:30 a.m. by telephone or video conference. About Gainco, Inc. Gainco, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-21122 on April 30, 2021. In the petition signed by Theresa Nix, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge David R. Jones oversees the case. The Law Offices of William B. Kingman, P.C. is the Debtor's counsel. GIRARDI & KEESE: Investigating Lawyer Steps Down from Case ---------------------------------------------------------- Ryan Naumann of Radar online reports that the the lawyer who was taking on Real Housewives of Beverly Hills star Erika Jayne over potentially fraudulent transfers made by her estranged husband Tom Girardi has stepped down from the case. The attorney, Ronald Richards, made the shocking announcement on social media without any prior warning. Richards claimed he decided to leave the case due to the limitations imposed on him when it came to speaking publicly about the case. "The reporting limitations of being an attorney ONLY on the Erika Girardi case are inconsistent with our bigger mission -- which is exposing the entirety of all the players, as well as doing what's fair and right, even if it's unpopular to some. Therefore, we are parting ways on this case so we are free to comment without fear of repercussions or limitations," he said. Richards was put in charge of the investigation by the trustee presiding over Girardi's involuntary Chapter 7 bankruptcy. His goal was to investigate Jayne and determine if her once-powerful lawyer husband had spent his client's money to fund Jayne's lavish lifestyle. Richards has been outspoken about the case on social media for months before being hired. Jayne hated the attorney and even tried to get him remove from the case. She accused him of harassing her online and claimed he had a conflict of interest. The judge presiding over the case scoffed at the request and questioned Jayne's motives for trying to remove Richards. In regard to her request, the judge said, "It appears to be nothing more than a blatant attempt by Ms. Girardi to impede Mr. Richards' efforts on behalf of the trustee to investigate allegedly fraudulent transfers of the debtor’s assets to Ms. Girardi and to prosecute an action against her to recover those transfers for the benefit of the estate." Jayne was in the process of appealing the decision which shut down her plea for the judge to reconsider his decision. Richards was also partly responsible for the trustee suing Jayne for $25 million, The suit is demanding she pay back money Girardi's law firm spent to pay the bills for her company EJ Global. Financial records show the law managed all of Jayne's finances and even cashed her checks. Jayne has denied having any knowledge of her husband's alleged financial misdeeds. She moved to dismiss the mega-lawsuit claiming she should not be liable for money owed to her husband's victims. A judge has yet to replace Richards in the investigation. Jayne is also still facing accusations she helped Girardi embezzle millions meant for a group of orphans & widows he previously represented. 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 GOMEZ HEATING: Seeks to Hire Grobstein Teeple as Financial Advisor ------------------------------------------------------------------ Gomez Heating & Air Conditioning, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Grobstein Teeple, LLP as its financial advisor. The Debtor requires the assistance of a financial advisor to: a. obtain and evaluate financial records; b. evaluate assets and liabilities of the Debtor and its estate; c. evaluate tax issues related to the Debtor and its estate; d. prepare tax returns; e. prepare monthly operating reports; f. assist the Debtor and its legal counsel with accounting and tax aspects of reorganization; g. prepare operating projections and budget-to-actual analyses; h. provide litigation consulting if required; and i. provide accounting and consulting services requested by the Debtor and its counsel. The firm's hourly rates are as follows: Partners $335 - $525 per hour Managers & Directors $250 - $375 per hour Paraprofessionals $85 - $250 per hour Grobstein has requested a $10,000 retainer. Howard Grobstein, a partner at Grobstein, 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: Howard B. Grobstein Grobstein Teeple LLP 6300 Canoga Avenue, Suite 1500W Woodland Hills, CA 91367 Tel: (818) 532-1020 Fax: (818) 532-1120 Email: hgrobstein@gtllp.com About Gomez Heating & Air Conditioning Gomez Heating & Air Conditioning, Inc. filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-17163) on Sept. 13, 2021, listing under $1 million in both assets and liabilities. Judge Sandra R. Klein presides over the case. Jeffrey S. Shinbrot, APLC and Grobstein Teeple, LLP serve as the Debtor's legal counsel and financial advisor, respectively. GRANDMA BEA: Case Summary & 4 Unsecured Creditors ------------------------------------------------- Debtor: Grandma Bea LLC 830 High Street Centreville, MD 21617 Chapter 11 Petition Date: November 12, 2021 Court: United States Bankruptcy Court District of Maryland Case No.: 21-17146 Debtor's Counsel: Tate M. Russack, Esq. RLC, PA Lawyers & Consultants 7999 North Federal Highway Suite 102 Boca Raton, FL 33487 Tel: 561-571-9610 Fax: 800-883-5692 Email: Tate@russack.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Harry Kaiser, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DF2JKGA/Grandma_Bea_LLC__mdbke-21-17146__0001.0.pdf?mcid=tGE4TAMA GT3 LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: GT3, LLC 13390 Jamboree Road Irvine, CA 92602 Business Description: GT3, LLC is an owner and operator of restaurants. Chapter 11 Petition Date: November 13, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-12702 Judge: Hon. Scott C. Clarkson Debtor's Counsel: Sean A. OKeefe, Esq. OKEEFE & ASSOCIATES LAW CORPORATION, PC 26 Executive Park Suite 250 Irvine, CA 92614 Tel: (949) 334-4135 Email: sokeefe@okeefelawcorporation.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Manzella as manager. 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/P2TP2HI/GT3_LLC__cacbke-21-12702__0001.0.pdf?mcid=tGE4TAMA HBL SNF: Cash Collateral Access, $4MM DIP Loan Win Interim OK ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has authorized HBL SNF, LLC, d/b/a Epic Rehabilitation and Nursing at White Plains to use cash collateral on an interim basis and obtain postpetition financing. Specifically, the Debtor is permitted to obtain post-petition financing of up to $4 million from CNH Finance Fund I, L.P, including up to $750,000 on an interim basis, pending the Final Hearing. White Plains Healthcare Properties I, LLC, Security Benefit Life Insurance Company and Security Benefit Corporation assert an interest in the cash collateral. The Debtor is authorized to use cash collateral White Plains and Security Benefit, without prejudice to any and all rights and defenses of the Debtor and other parties in interest with appropriate standing, including, without limitation, the right of any party in interest to challenge the validity, extent, priority or nature of any security interest or document relating thereto, all of which rights and defenses are expressly preserved. To secure the DIP Obligations, CNH is granted continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected DIP Liens in the DIP Collateral as follows, in each case subject to the Carve-Out: a. pursuant to section 364(d)(1) of the Bankruptcy Code, valid, enforceable, non-avoidable automatically and fully perfected first priority senior priming liens on and security interests in, all DIP Collateral wherever located, which senior priming liens and security interests in favor of the DIP Lender will be senior to any and all prepetition liens and for the avoidance of doubt, the security interests granted to WPHCP and Security Benefit, whether under the Lease, the Security Agreement or otherwise, and any other judgment creditor claims; and b. pursuant to section 364(c)(2) of the Bankruptcy Code, valid, binding, continuing, enforceable, non-avoidable automatically and fully perfected first priority liens on and security interests in all DIP Collateral that is not otherwise subject to a valid, perfected and non-avoidable security interest or lien as of the Petition Date (or perfected after the Petition Date to the extent permitted by section 546(b) of the Bankruptcy Code). The DIP Liens and the DIP Superpriority Claims: (i) will not be made junior to or pari passu with any lien, security interest or claim heretofore or hereinafter granted in the Chapter 11 Case, and will be valid and enforceable against the Debtor, its estate, any trustee or any other estate representative appointed or elected in the Chapter 11 Case or any successor case and/or upon the dismissal of the Chapter 11 Case or any successor case. The Carve-Out means: (i) all invoiced and payable attorneys' fees under sections 330 and 331 of the Bankruptcy Code, (ii) all fees payable by the Debtor to the Subchapter V Trustee, (iii) all fees payable by the Debtor to a patient ombudsman appointed under section 333(a) of the Bankruptcy Code, and (iv) in the event of conversion of the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, $10,000 for the Chapter 7 trustee's fees and expenses. The occurrence of an Event of Default or the occurrence of the Maturity Date will constitute a "Termination Event." The Final Hearing on the matter is scheduled for December 7, 2021, at 11 a.m. A copy of the order and the Debtor's budget for November 1, 2021 to February 21, 2022 is available at https://bit.ly/3FlUFLJ from Omni Agent Solutions, the claims agent. The budget provided for total expenses, on a weekly basis, as follows: $1,246,197 for the week beginning November 1, 2021; $75,000 for the week beginning November 8, 2021; $500,000 for the week beginning November 15, 2021; $254,187 for the week beginning November 22, 2021; $1,171,097 for the week beginning November 29, 2021; $125,000 for the week beginning December 6, 2021; $552,500 for the week beginning December 13, 2021; $259,006 for the week beginning December 20, 2021; $1,171,097 for the week beginning December 27, 2021; $125,000 for the week beginning January 3, 2022; $556,000 for the week beginning January 10, 2022; $262,245 for the week beginning January 17, 2022; $1,142,597 for the week beginning January 24, 2022; $125,000 for the week beginning January 31, 2022; $556,000 for the week beginning February 7, 2022; and $266,098 for the week beginning February 14, 2022. About HBL SNF, LLC HBL SNF, LLC d/b/a Epic Rehabilitation and Nursing at White Plains is a 160-bedroom skilled nursing and rehabilitation facility located at 120 Church Street, White Plains, New York, which opened in late 2019. The Debtor provides an array of healthcare services, including neurological, respiratory, orthopedic, occupational, psychiatric, and many other medical and rehabilitative services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 21-22623) on November 1, 2021. In the petition signed by Lizer Jozefovic as chief executive officer, the Debtor disclosed $9,131,311 in total assets and $20,128,876 in total liabilities. Judge Sean H. Lane oversees the case. Klestadt Winters Jureller Southard and Stevens, LLP is the Debtor's counsel. CNH Finance Fund I, L.P, as lender, is represented by: Alissa M. Nann, Esq. FOLEY & LARDNER LLP 90 Park Avenue New York, NY 10016 Email: anann@foley.com HELIOS AND MATHESON: Co-Founder Spikes Granted MoviePass Ownership ------------------------------------------------------------------ Insider reports, citing court documents, that MoviePass co-founder Stacy Spikes was granted ownership of the company. A Southern District of New York bankruptcy court judge approved the sale on Monday, Nov. 8, 2021. Financial transaction occurred Wednesday, Nov. 10, 2021. Spikes confirmed the acquisition of MoviePass to Insider. "We are thrilled to have it back and are exploring the possibility of relaunching soon. Our pursuit to reclaim the brand was encouraged by the continued interest from the moviegoing community. We believe, if done properly, theatrical subscription can play an instrumental role in lifting moviegoing attendance to new heights." About Helios and Matheson Analytics Helios and Matheson Analytics, a/k/a MovieFone, owns the defunct MoviePass cinema-subscription service. Helios and Matheson Analytics, Inc. and certain of its affiliates filed voluntary petitions for Chapter 7 relief (Bankr. S.D.N.Y. Lead Case No. 20-10242) on Jan. 28, 2020. The other debtors are Zone Technologies, Inc. a/k/a Red Zone, a/k/a Zone Intelligence; and MoviePass, Inc. Alan Nisselson was appointed Chapter 7 Trustee. Bankruptcy Judge David S. Jones presides over the cases. Counsel for Alan Nisselson, Chapter 7 Trustee: Ben J. Kusmin, Esq. WINDELS MARX LANE & MITTENDORF, LLP 156 West 56th Street New York, NY 10019 Tel: (212) 237-1169 Fax: (212) 262-1215 E-mail: bkusmin@windelsmarx.com HYPERION MATERIALS: $50MM Loan Add-on No Impact on Moody's B2 CFR ----------------------------------------------------------------- Moody's Investors Service said the proposed issuance of $50 million in additional senior secured first lien term loan due August 2028 by Hyperion Materials & Technologies, Inc., has no impact on the Hyperion's ratings, including the B2 Corporate Family Rating and the B2 rating on the company senior secured first lien term loan. The stable outlook is also unchanged. The proceeds from the proposed add-on will be used primarily to fund the pending acquisition of Aggressive Grinding Service (AGS). On November 3, 2021, Hyperion announced it had signed a definitive agreement to acquire AGS. The $50 million add-on will be fungible with the existing senior secured first lien term loan. "By adding scale Hyperion continues to strengthen its competitive profile," said Emile El Nems, a Moody's VP-Senior Credit Officer. Hyperion's B2 Corporate Family Rating reflects the company's small revenue base and competitive position against larger publicly traded companies, and a high concentration of sales in cyclical industries. In addition, the rating considers the company's acquisitive nature and the need to continue to invest in R&D to maintain margins and a competitive advantage. At the same time, the rating reflects the company's ability to generate free cash that can be used to reduce debt, continued robust economic activity among the company's end markets, and product differentiation. Moody's expects Hyperion to maintain good liquidity over the next 12-18 months. Pro forma for the transaction, Hyperion's liquidity position is supported by about $32 million of cash, a $75 million undrawn revolver, and Moody's expectation that the company will generate free cash flow in 2021. The $75 million revolver expires in 2026 and is expected to remain undrawn. The revolver has a First Lien Leverage Ratio financial covenant of 8.0x, with no step downs, which is tested quarterly provided that outstanding amount exceed the greater of $30.0 million or 40% of the total facility. There are no financial maintenance covenants on the senior secured first lien term loan. The stable outlook reflects Moody's expectation that Hyperion will steadily grow revenue organically, maintain a good operating performance, and generate free cash flow. This is largely driven by Moody's view that the US economy will improve sequentially and remain supportive of the company's underlying growth drivers. Headquartered in Worthington, Ohio, Hyperion develops, produces and sells hard and super-hard materials based on carbide and synthetic diamond technologies. Hyperion is a portfolio company of KKR (NYSE: KKR). INDY RAIL: Wins Cash Collateral Access Thru Nov 22 -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, has authorized Indy Rail Connection, Inc. to use up to a maximum of $14,000 of cash collateral, including any amount held in an account that was subject to a garnishment order or any other form of consensual or nonconsensual lien on the Petition Date. The Debtor may use the cash collateral in the ordinary course of business on an interim basis in accordance with the budget through November 22, 2021. The Debtor said it requires access to cash collateral in order to continue operating its business and attempt a successful reorganization pursuant to the provisions of Chapter 11 of the Bankruptcy Code. The Debtor represented that several creditors may claim a properly perfected lien against its assets, including cash collateral. The claims are estimated to exceed the value of cash collateral. To the extent the Debtor uses cash collateral, and if and to the extent that Huntington Bank and/or Internal Revenue Service has a good and valid lien in the Cash Collateral, Huntington Bank and IRS will be granted replacement liens in the cash collateral and in the post-petition property of the Debtor of the same nature and to the same extent and in the same priority held in the cash collateral on the Petition Date. The Adequate Protection Liens will be valid and fully perfected without any further action by any party and without the execution or the recordation of any control agreements, financing statements, security agreements, or other documents. The Adequate Protection Liens will secure obligations to Huntington Bank and Internal Revenue Service to the extent that the Debtor's use of the cash collateral diminishes the amount of the Collateral held as of the Petition Date. Adequate protection for any other secured party will be addressed when any such secured creditor so requests. These events constitute an Event of Default: (i) a trustee or examiner is appointed in this Chapter 11 case; (ii) the Debtor's Chapter 11 case is converted to a Chapter 7 case or dismissed; (iii) the Debtor fails to comply with any term of this Order; (iv) the Debtor makes any payment not set forth in the Budget; and (v) the Debtor fails to comply with any of the adequate protection obligations. A final hearing on the matter is scheduled for November 22 at 10:30 a.m. A copy of the order is available at https://bit.ly/3kBldAm from PacerMonitor.com. Indy Rail Connection, Inc. Indy Rail Connection, Inc. 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) 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. Judge James M. Carr oversees the case. KC Cohen at KC Cohen, Lawyer, PC is the Debtor's counsel. INTERMEDIATE DUTCH: Moody's Rates Repriced Credit Facilities 'B1' ----------------------------------------------------------------- Moody's Investors Service assigned B1 ratings to repriced and/or upsized senior secured credit facilities at Intermediate Dutch HoldCo (NL)'s ("dba NielsenIQ") subsidiary, Indy US Holdco, LLC ("US Holdings"). NielsenIQ's B1 corporate family rating and B1-PD probability of default rating remain unchanged. The stable outlook remains unchanged for NielsenIQ and US Holdings. As new CUSIPs are being assigned, Moody's will withdraw the B1 ratings on the existing credit facilities that are being repriced and/or upsized when the transaction closes. Assignments: Issuer: Indy US Holdco, LLC Senior Secured First Lien Term Loan B, Assigned B1 (LGD3) RATINGS RATIONALE NielsenIQ's B1 CFR is constrained by: (1) limited industry diversity, doing a majority of business with large consumer packaged goods (CPG) companies; (2) execution risk in rolling out its technology platform as customers will be slow to switch; (3) soft revenue growth in the next 12 to 18 months because of competitive pressures; and (4) event risk of higher leverage given its ownership by private equity. The company benefits from: (1) very good liquidity; (2) leading global positions as a provider of data and analytics to CPG and retail clients; (3) Moody's expectation that leverage (adjusted Debt/EBITDA) will be sustained towards 4x in the next 12 to 18 months, driven by cost savings (pro forma 5x for 2021); (4) good global geographic diversity; and (5) a long track record of strong recurring revenue as its offerings are embedded into clients' business processes. The credit facilities are rated at the same level as the CFR as they make up the total debt capital. NielsenIQ's social risk is moderate and is tied to increasing use of e-commerce platforms and cyber breaches. Online purchases from some websites including Amazon.com do not provide point of sale data that NielsenIQ historically collected and measured to analyze purchaser behavior. Some of NielsenIQ's retail clients face growing competition from online merchants while some CPG clients are allocating more of their retail measurement and data analytics spend to Amazon, Google and Facebook. These do not bode well for NielsenIQ. Also, exposure to data breaches can cause legal or reputation issues and increased operational costs. NielsenIQ's governance risk is high because it is owned by a private equity firm (Advent International). NielsenIQ has very good liquidity. Sources approximate $775 million while uses in the form of term loan amortization total about $18 million in the next four quarters. Liquidity is supported by cash of $286 million when the transaction closes, Moody's expected free cash flow of about $100 million in the next 4 quarters, and full availability under the upsized $388 million credit revolving facility due in 2026. NielsenIQ is subject to a springing first lien leverage ratio under its revolving credit facility and the covenant is not expected to be applicable through the next four quarters. The company has limited ability to generate liquidity from asset sales. The outlook is unchanged at stable because Moody's expects the company to maintain at least good liquidity while its cost reduction initiatives will improve EBITDA and allow it to reduce leverage towards 4x in the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company provides clarity around its capital structure target, diversifies its industry coverage, is able to generate sustainable revenue and EBITDA growth in the mid-single digits (2022 revenue growth expected to be in the very low single digits), and sustains leverage towards 3.5x (pro forma 5x for 2021). The ratings could be downgraded if there is material revenue or EBITDA decline (2022 revenue growth expected to be in the very low single digits) and leverage is sustained above 5.5x (pro forma 5x for 2021). Weak liquidity could also cause a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. NielsenIQ, headquartered in Chicago, Illinois, is a global provider of retail measurement data, services and analytics to CPG and retail customers. Revenue for 2021 is projected to be about $3 billion. J&J ROBINSON: Taps Marrs & Associates as Real Estate Broker ----------------------------------------------------------- J&J Robinson Ventures LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Marrs & Associates Realty to market for sale its real properties in Navarro County, Texas. Marrs & Associates is entitled to a 6 percent commission in the event of a sale if the firm is the sole acting broker in the transaction. In the event another broker participates in the sale, the firm will be entitled to a 6 percent commission and will pay the other broker 3 percent of such commission. As disclosed in court filings, Marrs & Associates is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Donna Marrs Marrs & Associates Realty 711 W. 2nd Ave., Suite B Corsicana, TX 75110 Phone: +1 903-874-3474 Email: donna.marrsrealty@gmail.com About J&J Robinson Ventures J&J Robinson Ventures is a Corsicana, Texas-based company primarily engaged in renting and leasing real estate properties. J&J Robinson Ventures filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Texas Case No. 21-31826) on Oct. 5, 2021, listing as much as $10 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the case. Melissa S. Hayward, Esq. at Hayward PLLC represents the Debtor as legal counsel. LUCID ENERGY II: Moody's Rates $1.5BB Term Loan Due 2028 'B2' ------------------------------------------------------------- Moody's Investors Service affirmed Lucid Energy Group II Borrower, LLC's Corporate Family Rating at B2 and Probability of Default Rating at B2-PD. Moody's assigned a B2 rating to Lucid's proposed $1.5 billion senior secured term loan due 2028. The B2 rating for the existing senior secured term loan B due 2025 will be withdrawn upon repayment. The outlook remains stable. Net proceeds from the proposed $1.5 billion term loan and cash on the balance sheet will be used to repay the existing $1.04 billion term loan B due 2025 and $80 million term loan C due 2023 (unrated) in addition to paying a roughly $425 million distribution to shareholders. As part of the transaction, Lucid is seeking increased lender commitments under the super priority revolver (unrated) from $100 million to $150 million and an extension of the maturity to 2026. The company expects to close the transaction by the end of November 2021. "Lucid's transaction increases debt, leverage and debt service needs but the rating continues to be supported by Moody's expectation for growing volumes, higher EBITDA and improved leverage over the next 12-18 months," commented Jonathan Teitel, a Moody's analyst. Affirmations: Issuer: Lucid Energy Group II Borrower, LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Assignments: Issuer: Lucid Energy Group II Borrower, LLC Senior Secured 1st Lien Term Loan, Assigned B2 (LGD4) Outlook Actions: Issuer: Lucid Energy Group II Borrower, LLC Outlook, Remains Stable RATINGS RATIONALE Lucid's B2 CFR reflects Moody's expectation for growing volumes, higher EBITDA and declining leverage. The improved commodity price environment supports increased drilling and completion activities and offers better visibility to volume growth, though restrained because of producers' capital discipline. Lucid's rating is supported by the company's large natural gas gathering and processing system, strong but somewhat concentrated customer base, acreage dedications, and presence in the highly economic Northern Delaware Basin within the broader Permian Basin. Customer contracts have fixed fees which limit Lucid's direct commodity price risk. Also, the contracts have long tenors. There are volume risks though Lucid has some minimum volume commitments. A sizable portion of Lucid's customers' acreage is on land leased from the federal government. There are risks and uncertainties about future permitting on federal land but also mitigating factors. Moody's expects Lucid will maintain good liquidity through 2022. Pro forma for the transaction, Lucid will have an undrawn $150 million revolver due 2026 with about $8 million in letters of credit outstanding. Moody's expects modestly negative free cash flow in the first half of 2022 because of growth capital expenditures to construct two new processing plants that will be commissioned later in 2022. The proposed term loan will amortize at 1% per year. The proposed revolver and term loans will have minimum debt service coverage ratio covenants of 1.1x. The revolver will also have a maximum super senior leverage ratio of 1.25x. Moody's expects the company will maintain compliance with these covenants through 2022. The proposed $1.5 billion senior secured term loan due 2028 is rated B2. The $150 million senior secured revolving credit facility due 2026 (unrated) has a super priority preference over the term loan with respect to the collateral that secures the loans. Since the revolver is small and the term loan comprises the preponderance of debt, the term loan is rated the same as the CFR. The stable outlook reflects Moody's expectation for Lucid to grow volumes, driving higher EBITDA and lower leverage over the next 12-18 months while the company maintains good liquidity. As proposed, the new senior secured first lien term loan is expected to provide covenant flexibility that if utilized could negatively impact creditors. The following describes notable terms. There is incremental debt capacity up to $350 million plus unlimited amounts subject to a 4.5x first lien net leverage ratio. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include significantly increased scale; durable growth of volumes and EBITDA; substantial debt reduction while maintaining good liquidity and conservative financial policies; and debt/EBITDA sustained below 4.5x. Factors that could lead to a downgrade include debt/EBITDA remaining above 5.5x or weakening liquidity. Lucid, headquartered in Dallas, Texas, is a privately owned midstream company focused in the Permian Basin. It owns a natural gas gathering and processing system in the Northern Delaware Basin. The company is equally owned by Riverstone and Goldman Sachs. The principal methodology used in these ratings was Midstream Energy published in December 2018. MAINSTREET PIER: Wins Cash Collateral Access Thru Jan 2022 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado has approved the stipulation filed by Mainstreet Pier, LLC and Independent Bank extending the Final Cash Collateral Order through January 21, 2022. The parties have agreed that the Debtor may continue using cash collateral through January 21, in accordance with an updated budget. The Debtor and the Secured Lender have worked to insure that the terms of the Cash Collateral Order are performed and complied with, and the Debtor and Secured Lender have agreed to extend the Cash Collateral Order without alteration to its terms to and conditions, provided the parties remain in compliance with the Order. In addition to the forms of adequate protection provided for in the Cash Collateral Order, the Debtor has agreed to: (i) maintain and retain funds totaling at least $100,000 currently on deposit in accounts numbered 1200040259 and 1200040366 with the Secured Lender; (ii) promptly share with the Secured Lender any: (a) offers to purchase the real property belonging to the Debtor and (b) offers to refinance the secured debt owing to the Secured Lender; and (iii) allow inspectors and appraisers retained by the Secured Lender or its counsel to access the Debtor's property during normal business hours. A copy of the order is available at https://bit.ly/3H7M8gO from PacerMonitor.com. About Mainstreet Pier, LLC Mainstreet Pier, LLC is a Colorado limited liability company which owns and operates a boutique hotel, commonly known at The Ascent on Main Street. The Ascent has 51 hotel rooms, operates two restaurants and an event center, and leases out another two restaurants and a jewelry store. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 21-14682) on September 10, 2021. In the petition signed by Rick Hill, manager, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Elizabeth E. Brown oversees the case. Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley, P.C. is the Debtor's counsel. Independent Bank, as Secured Lender, is represented by Markus Williams Young & Hunsicker LLC. MARRONE BIO: Incurs $4.95 Million Net Loss in Third Quarter ----------------------------------------------------------- Marrone Bio Innovations, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4.95 million on $9.86 million of total revenues for the three months ended Sept. 30, 2021, compared to a net loss of $6.06 million on $8.83 million of total revenues for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $11.24 million on $33.49 million of total revenues compared to a net loss of $15.96 million on $30.66 million of total revenues for the same period during the prior year. As of Sept. 30, 2021, the Company had $82.14 million in total assets, $51.51 million in total liabilities, and $30.63 million in total stockholders' equity. Management Commentary "Our strategy to diversify our offerings of sustainable agricultural solutions globally - particularly with seed treatments - continues to be sound. This has allowed us to grow the business in the face of ongoing drought, input cost pressures and supply chain challenges affecting growers around the world," said Chief Executive Officer Kevin Helash. "However, given the uncertainties in the agricultural markets as we close out the year, we now anticipate revenue growth in the low double-digit to mid-teens range for 2021 as we set the stage for more robust sales in 2022. We continue to expect our product mix will deliver annual gross margins in the upper 50% range, and operating expenses should remain in line with costs in 2020, plus inflation." "As our distribution partners anticipate the needs of farmers for the 2022 growing season, we will be in position to ensure the right products are in the channel at the right time to maximize value and guarantee availability," Helash added. "Our BioUnite program – which offers growers highly compatible and cost-effective treatments for diseases and pests - should have a significant advantage in today's ag environment, and our objective is to maximize that opportunity as we look to 2022." "The global trend toward growing more food with a gentler footprint remains intact, and we are at the forefront of meeting that need," Helash concluded. "The return on investment our products provide – both for the farmer and the environment – will stand out as growers face higher costs for inputs linked to traditional chemicals and fossil fuels." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1441693/000149315221027856/form10-q.htm 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. MERCURY BORROWER: Moody's Affirms B3 CFR, Outlook Remains Stable ---------------------------------------------------------------- Moody's Investors Service affirmed Mercury Borrower, Inc.'s (d/b/a "Ascensus") B3 corporate family rating, B3-PD probability of default rating, B2 rating on its existing first lien senior secured credit facility including the proposed $750 million add-on to its existing $1.05 billion term loan due 2028, and Caa2 rating on its existing second lien senior secured credit facility including the proposed $100 million add-on to its existing $450 million term loan due 2029. Proceeds from the proposed add-ons along with new cash equity and rollover equity from existing investors will be used to fund the acquisition of Newport Group Holdings, L.P. ("Newport") and pay related fees and expenses. The outlook is stable. The affirmation of Ascensus' ratings is based on Moody's assumption that the company will deleverage from relatively high levels over the next 18 months while maintaining good liquidity at all times. The partially debt-funded acquisition of Newport, a leading retirement services provider offering comprehensive plan solutions and consulting expertise, is considered marginally aggressive given Ascensus' recent leveraged buyout. Therefore, governance is a key driver of the rating action. However, Newport's services are complementary to Ascensus' existing solutions and services and the combination will enhance the company's position as one of the leading U.S. retirement plan service providers. Moody's expects Ascensus to achieve targeted synergies given the company's track record of successfully integrating over 40 acquisitions since 2016 and familiarity with Newport's technology and capabilities. Additionally, the acquisition reduces the company's exposure to assets under administration fees, which is subject to volatility given its dependance on the performance of the equity markets. Affirmations: Issuer: Mercury Borrower, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2 (LGD3) Senior Secured 1st Lien Term Loan B, Affirmed B2 (LGD3) Senior Secured 2nd Lien Term Loan B, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Mercury Borrower, Inc. Outlook, Remains Stable The assigned rating is subject to review of final documentation and no material change to the size, terms and conditions of the transaction as advised to Moody's. The transaction is expected to close in the first quarter of 2022, following regulatory approvals and other customary closing conditions. RATINGS RATIONALE Ascensus' B3 CFR reflects the company's elevated financial risk given its high leverage and aggressive acquisition strategy under private equity ownership, its small scale relative to broader business and consumer services peers, and moderate revenue concentration among top customers. The company benefits from its established market position, solid organic growth, revenue visibility and good liquidity. Ascensus is a record-keeper and third-party administrator (TPA) with an established position in the market for small retirement plans and state 529 education savings plans. Pro forma reflecting the transaction, estimated debt-to-EBITDA is high at around 7.1x (Moody's adjusted) for the LTM period ended September 30, 2021. Leverage increases to over 7.5x when also expensing capitalized software costs. Despite Moody's expectation for Ascensus to realize synergies over time, a roll-off of high margin amendment fee revenue and expected wage increases in 2022 will likely result in leverage remaining in the low 7x range for FYE 2022. Moody's expects leverage to decline below 7x in the first half of 2023 and approach 6.5x by FYE2023 driven by the company's positive organic revenue trends, revenue stability additional synergies realized over time, and excess cash flow that is required to pay down debt. While there is some exposure to securities prices given that about 18% of pro forma revenue is derived from assets under administration fees, the company's base of fixed fees provide good revenue visibility and have held up well over time. These positive attributes, coupled with Moody's expectation for the maintenance of good liquidity, support the rating despite elevated financial risk. All financial metrics cited reflect Moody's standard adjustments. Moody's expects Ascensus will maintain good liquidity over the next 12 months owing largely to an adequate cash balance and full availability on the company's $175 million revolver expiring in 2026. Moody's projects the company will generate positive free cash flow of at least $40 million over the next 12 months, which will provide adequate coverage of its $18 million of mandatory first lien term loan amortization. The revolving credit facility provides a good source of backup liquidity should cash needs be higher than anticipated. The revolver is subject to a maximum springing first lien net leverage ratio test that cannot exceed 8.35x when drawings exceed 40% of availability. Moody's expects that the company will maintain compliance with this financial covenant. The ratings for Ascensus' debt instruments reflect both the overall probability of default of the company, to which Moody's has rated B3-PD, and a loss given default assessment of the individual debt instruments. The B2 ratings on the $1.05 billion first lien term loan maturing 2028, the $750 million first lien term loan add-on and $175 million first lien revolver expiring 2026, one notch above Ascensus' CFR, reflects the facility's priority position in the capital structure, ahead of the $450 million second lien loan maturing 2029 and $100 million second lien loan add-on. The Caa2 rating on the second lien loans reflect its contractual subordination to the first lien credit facility. The stable rating outlook reflects Moody's expectations for positive but modest free cash flow, low-single digit organic revenue growth rate over the next 12-18 months, and continued high leverage in the low 7x range. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS While unlikely in the near-term, the ratings could be upgraded if the company enacted financial policies that sustain debt-to-EBITDA under 6x, EBITA-to-interest over 1.75x, and FCF-to-debt over 5%. The ratings could be downgraded if operating performance weakens, as evidenced by deteriorating revenue, earnings, or liquidity, such that FCF-to-debt declines below 2% on a sustainable basis or EBITA-to-interest declines below 1.1x. Debt-funded acquisitions or dividends resulting in leverage increasing or a weakening of the company's equity cushion could also result in a downgrade. Ascensus, headquartered in Dresher, Pennsylvania, is a service provider primarily focused on record-keeping and administration for retirement investment plans and college savings programs in the United States. The company is owned principally by Stone Point Capital and Singapore's sovereign wealth fund GIC. Pro forma revenues for the LTM period ended September 30, 2021 were estimated at over $1 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. METROPOLITAN REAL ESTATE: Hearing Today on Cash Collateral Access ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland has authorized Metropolitan Real Estate Investment Group, LLC to use cash collateral on an interim basis and provide adequate protection. A final hearing on the matter is scheduled for November 15 at 2 p.m. The immediate use of cash collateral by the Debtor is necessary to avoid immediate and irreparable harm to the Debtor's bankruptcy estate. The Debtor projects $7,450 in total income and $7,350 in total expenses for the period from October 15 to November 15, 2021. As of the Petition Date, PS Funding, Inc. filed a proof of claim asserting a $752,139 secured claim against the Debtor, evidenced by, among other things, a Promissory Note, Loan Agreement and Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing. The Lender asserts that the Deed of Trust is secured a lien on the Properties and the rents derived from the Properties. The Debtor is permitted to use the Pre-Petition Collateral, including the cash collateral through November 15, 2021 for for ordinary course purposes in accordance with the terms and conditions of the Interim Order and the Debtor's budget. As adequate protection for the Debtor's use of cash collateral, the Lender is granted a replacement lien in and to all postpetition assets of the Debtor. The liens and security interests granted hereby, including the Adequate Protection Liens, will become and are duly perfected without the necessity for the execution, filing or recording of financing statements, security agreements and other documents which might otherwise be required pursuant to applicable non-bankruptcy law for the creation or perfection of such liens and security interests. The provisions of the Interim Order and any actions taken pursuant thereto will survive the entry of any order (i) confirming any plan of reorganization in the Chapter 11 case; (ii) converting the case to a Chapter 7 case; or (iii) dismissing the case, and the terms and provisions of the Interim Order as well as the Adequate Protection Liens granted pursuant to the Order will continue in full force and effect notwithstanding the entry of any such order, and such claims and liens will maintain their priority as provided by the Interim Order and to the maximum extent permitted by law. A copy of the order and the Debtor's budget is available at https://bit.ly/3wwZYEE from PacerMonitor.com. About Metropolitan Real Estate Investment Group, LLC Metropolitan Real Estate Investment Group, LLC is the fee simple owner of three real properties located in Maryland having a total comparable sale value of $1.09 million. The Debtor filed a Chapter 11 petition (Bankr. D. Md. Case No. 21-16509) on October 15, 2021, listing $1,104,500 in total assets and $1,055,278 in total liabilities. The petition was signed by Pantaleon Ebai, its president. Judge Thomas J. Catliota is assigned to the case. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A. serves as the Debtor's counsel. MICROCHIP TECHNOLOGY: Moody's Withdraws Ba1 CFR, Outlook Positive ----------------------------------------------------------------- Moody's Investors Service upgraded Microchip Technology Inc.'s senior unsecured rating to Baa3 from Ba2. Moody's has withdrawn Microchip's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and SGL-1 speculative grade liquidity rating. The outlook is positive. The upgrade and positive outlook reflect expectations that Microchip will continue to deleverage as it executes well and grows revenue, margins, and cash flow in a supply constrained environment. In addition to a robust business profile, the rating action is "supported by governance considerations, specifically a conservative leverage policy that targets net debt to EBITDA (company calculated) of 1.5x and our expectations for the maintenance of a strong liquidity profile and a balanced capital allocation policy over the longer term," said Moody's Richard Lane. Upgrades: Issuer: Microchip Technology Inc. Senior Secured Bank Credit Facility, Upgraded to Baa2 from Baa3 (LGD3) Senior Secured Regular Bond/Debenture, Upgraded to Baa2 from Baa3 (LGD3) Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from Ba2 (LGD5) Withdrawals: Issuer: Microchip Technology Inc. Corporate Family Rating, Withdrawn , previously rated Ba1 Probability of Default Rating, Withdrawn , previously rated Ba1-PD Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-1 Outlook Actions: Issuer: Microchip Technology Inc. Outlook, Remains Positive RATINGS RATIONALE Microchip's credit profile is supported by the company's leading position as a provider of microcontroller, analog, mixed signal, and specialized semiconductor solutions. Moody's expects demand conditions will remain robust and outpace the ability to supply all customer orders, leading to 26% year-over-year revenue growth in the September quarter with 29% growth expected next quarter and solid growth anticipated for 2022. Microchip benefits from its broad diversification by product, process, end market, customer, and geography. Given the company's broad product portfolio and long product cycles of primarily proprietary products, gross margins should remain in the mid 60% range (record adjusted gross margins of 65.3% achieved in the September quarter) with EBITDA margins sustained at the low 40% level while cash flow remains robust. Moody's expect the company will continue to apply substantial amounts of its free cash flow after dividends to repay debt incurred to fund the $8.2 billion acquisition of Microsemi in May 2018, leading to steady declines from the current Moody's adjusted gross debt to EBITDA of 3.3x over the next three years. Microchip has a proven track record of successfully integrating large debt-funded acquisitions, improving the acquired entities' operating performance, and deleveraging rapidly. Microchip's maintains very good liquidity, with $255 million of cash at September 2021 and approximately $1.8 billion available under its currently secured $3.6 billion revolving credit facility that matures May 2023, under whose covenants the company has ample room. The company has been free cash flow positive for every quarter over the last 15 years though a range of environments reflecting its robust and flexible business model. Microchip's senior secured credit facilities were upgraded to Baa2 and reflect the first priority security interest in the assets of certain domestic subsidiaries and guarantees. The collateral and guarantees pledged to the lenders can be released under certain conditions, including achieving an investment rating grade by two rating agencies. If the collateral is released, the capital structure would become completely unsecured and all the debt would likely be rated at the Baa2 level. The positive ratings outlook reflects Moody's expectation for consistent debt repayment and that existing collateral will fall away over the near term leading to an unsecured capital structure. It also embeds Moody's expectation that gross adjusted debt to EBITDA will decline below 2.5x over the next year, and that the company will continue to steadily execute in the supply constrained environment that Moody's expect will persist through 2022, and maintain very strong margins and free cash flow generation, even after considering growing dividends. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Microchip's rating could be upgraded if collateral falls away leading to an unsecured capital structure, if adjusted gross debt to EBITDA is expected to decline toward 2.5x, if EBITDA margins are sustained around 40%, and the company maintains solid liquidity. The ratings could be downgraded if adjusted gross debt to EBITDA weakens and is sustained above 3.5x; if EBITDA margins migrate towards 35%; or if liquidity falls below $500 million of total cash and revolving credit availability. The principal methodology used in these ratings was Semiconductors published in September 2021. Microchip Technology Inc., headquartered in Chandler Arizona, is a leading provider of microcontroller, analog, mixed signal, and specialized semiconductor solutions. Microchip reported revenue of $6.0 billion for the twelve months ended September 2021. MY BROTHERS KEEPERS: Dec. 21 Plan & Disclosure Hearing Set ---------------------------------------------------------- On Nov. 9, 2021, Debtor My Brothers Keepers Outreach Ministries, Inc. filed with the U.S. Bankruptcy Court for the District of New Jersey a small business Plan and Disclosure Statement. Judge Christine M. Gravelle conditionally approved the Disclosure Statement and ordered that: * Dec. 14, 2021, is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan. * Dec. 14, 2021, is fixed as the last day for filing written acceptances or rejections of the Plan. * Dec. 21, 2021, at 2:00 p.m. at the United States Bankruptcy Court, District of New Jersey, 402 East State Street Trenton NJ 08608 in Courtroom 3, is the hearing for final approval of the Disclosure Statement and for confirmation of the Plan. A full-text copy of the order dated Nov. 9, 2021, is available at https://bit.ly/30raIZx from PacerMonitor.com at no charge. The Debtor is represented by: Daniel Reinganum, Esq. McDowell Law, PC 46 W. Main Street Maple Shade, NJ 08052 Tel: (856) 482-5544 E-mail: DanielR@McDowellLegal.com About My Brothers Keepers Outreach Ministries My Brothers Keepers Outreach Ministries filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 21-10252) on Jan. 13, 2021, disclosing under $1 million in both assets and liabilities. Judge Christine M. Gravelle oversees the case. The Debtor is represented by McDowell Law, PC. MY BROTHERS KEEPERS: Unsecured Creditors to Recover 100% in Plan ---------------------------------------------------------------- My Brothers Keepers Outreach Ministries, Inc. submitted a First Disclosure Statement describing the Combined Liquidation and Reorganization Chapter 11 Plan dated November 9, 2021. The Debtor was the owner of real estate located at 675 Prospect Street, Trenton, New Jersey (the "Property"). The Debtor believed that it was eligible for and had taken all necessary steps to obtain a real estate tax waiver from the City of Trenton, which would exempt the Debtor (as a nonprofit organization) from paying real estate taxes. The Debtor was mistaken and, even after engaging in litigation, was unable to obtain an exemption. The Debtor commenced this Chapter 11 case in order to recover ownership of the Property in order to sell the Property, realize the equity in the Property for creditors, and then move on with future youth outreach and ministry operations. In an effort to remedy the problems that led to the bankruptcy filing, debtor has implemented the following procedures: the Debtor has liquidated the Real Property. This is a combined liquidation and reorganization chapter 11 plan. The Debtor intends to pay 100% to all allowed general unsecured creditors within ten days of the effective date of the Plan. The Debtor already has all of these funds on hand as proceeds from the sale of 675 Prospect Street, Trenton, NJ which closed on November 5, 2021. Class 3 consists of Allowed General unsecured claims. More specifically, these are the claim(s) of: PSE&G (POC #1-1); World Class ROI, LLC (POC #1-2, Schedules #3.14); Brian Hofmeister, Esq. (Schedules #3.1); and Simply Great, LLC (Schedules #3.11). Class 1 total to be paid will be $24,466.64 or 100% of allowed general unsecured claims will be paid in full within 10 days of the effective date of the Plan. Class 4 consists of Disallowed general unsecured claims. More specifically these are the claim(s) of: First Choice Bank; Graig P. Corveleyn; Hartford Insurance; Ira J. Metrick; Samuels & Samuels; T-Mobile; Waste Management of New Jersey; and Young Blood Construction. This Class is disallowed and will receive no distribution under the Plan. Class 5 consists of the Disputed general unsecured claim of Karleen A. Phillips in the amount of $20,000. The Debtor will be objecting to this Claim. If the claim is allowed by the Court, the Claim will be paid within 10 days of when the order allowing the claim becomes final. If disallowed, will receive no distribution under the Plan. Terry Wells, 100% owner of Debtor will retain ownership of Debtor/Reorganized Debtor. The Plan will be funded by a 100% payment in a lump sum distribution from the Debtor's funds currently being held in the Attorney Trust Account of McDowell Law, PC. The Debtor's assets consist of approximately $174,239 which is being held in the Attorney Trust Account of McDowell Law, PC, in addition to approximately $10,000 of miscellaneous office equipment and audio video equipment. A full-text copy of the Disclosure Statement dated Nov. 9, 2021, is available at https://bit.ly/3kzwalZ from PacerMonitor.com at no charge. The Debtor is represented by: Daniel Reinganum, Esq. McDowell Law, PC 46 W. Main Street Maple Shade, NJ 08052 Tel: 856-482-5544 E-mail: DanielR@McDowellLegal.com About My Brothers Keepers Outreach Ministries My Brothers Keepers Outreach Ministries, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 21-10252) on Jan. 13, 2021, disclosing under $1 million in both assets and liabilities. Judge Christine M. Gravelle oversees the case. The Debtor is represented by Mcdowell Law, PC. NEW YORK BAKERY: Unsecureds to Recover 8%-10% in Liquidating Plan ----------------------------------------------------------------- The New York Bakery of Syracuse, Inc., filed with the U.S. Bankruptcy Court for the Northern District of New York a Plan of Liquidation under Subchapter V dated Nov. 9, 2021. Prepetition, the Debtor, financial advisor Canty Consulting, and representatives of Pursuit and Solvay Bank negotiated with the TI MA Holdings, LLC (the "Purchaser") and its counsel concerning the purchase price and the terms of an Asset Purchase Agreement (the "APA"). On Nov. 9, 2021, the Purchaser executed and delivered to the Debtor an APA pursuant to which the Purchaser agrees to (i) purchase the Assets at a private sale for a purchase price of $1,513,980, subject to certain adjustments upward to account for the value of the Debtor's accounts receivable at closing, and the payment of the net sale proceeds to Pursuit and Solvay Bank as described in the APA; (ii) assume certain other secured purchase money liabilities of the Debtor totaling approximately $121,406.47; and (iii) pay all cure costs associated with the assumption and assignment of certain executory contracts and unexpired leases (the foregoing is, collectively, the "Purchase Price"). In addition to paying the Purchase Price, the Purchaser also agrees to provide prepetition and postpetition working capital to the Debtor in an amount not to exceed $200,000.00, which amount will not be required to be repaid if the Purchaser successfully purchases the Assets. Secured Creditors Pursuit and Solvay Bank have agreed to (i) support the private sale of the Assets to the Purchaser; (ii) provide a carve-out for the benefit of the Debtor's estate in the amount of $100,000.00 (the "Estate Carve Out"); (iii) waive any deficiency claims they may have in this Chapter 11 Case; and (iv) waive any rights to recoveries received in connection with Avoidance Actions. The Debtor believes that confirmation of the Plan with the Distribution of the Asset Sale proceeds and the Estate funds provided for hereunder is in the best interest of its Estate and Creditors, and provides a return to the Unsecured Creditors in this Chapter 11 Case. Class 1 consists of the Pursuit Secured Claim. As set forth in the APA, Pursuit shall receive a portion of the proceeds from the Asset Sale in the amount of $1,300,000.00 in full satisfaction of its Class 1 Claim, which proceeds shall be paid at the Asset Sale closing and be allocated as follows: (i) $650,000.00 to satisfy the Collateral Mortgage, and (ii) $650,000 to satisfy its first position security interest and lien on the Personal Property. A portion of the proceeds allocated to satisfy the Collateral Mortgage will be used to satisfy outstanding real property taxes totaling approximately $77,607.30 in full at closing. Pursuit will also receive a portion of the proceeds received from the $182,723.203 Employee Retention Credit Refunds due the Debtor. Pursuit shall waive any Unsecured deficiency Claim against the Estate, and shall waive its right to recover any Avoidance Action proceeds. The Class 1 Claim is Impaired. Class 2 consists of the Solvay Bank Secured Claim. As further set forth in the APA, Solvay Bank shall receive a portion of the proceeds from the Asset Sale in the approximate amount of $213,979.93, subject to upward adjustment to reflect the value of the Debtor's accounts receivable on the closing date, in full satisfaction of its Class 2 Claim, which proceeds shall be paid at the Asset Sale closing. Solvay Bank will also receive a portion of the proceeds received from the Employee Retention Credit Refunds due the Debtor. Solvay Bank shall waive any Unsecured deficiency Claim against the Estate, and shall waive its right to recover any Avoidance Action proceeds. The Class 2 Claim is Impaired. Class 3 consists of all other holders of Claims secured by security interests or liens upon specific Assets. The principal amount of these Claims totals approximately $121,406.47, and they are separately categorized in the subclasses: * Class 3a consists of the Bank of America Secured Claim in the approximate amount of $41,500.00 which is secured by a first lien on a 2016 Toyota Land Cruiser automobile, VIN - JTMCY7AJ7G404557. * Class 3b consists of the LEAF Financial Services Secured Claim in the approximate amount of $51,306.47 which is secured by a first lien and purchase money security interest in the computer hardware system used in the Debtor's baking operations. * Class 3c consists of the Solvay Bank Secured Claim in the approximate amount of $28,600.00 which is secured by a first lien on a 2018 Mercedes automobile, VIN – WDC0G4JB1JV080202. The Debtor was current on its prepetition obligations due holders of Class 3 Claims as of the Petition Date. The Purchaser will assume all Class 3 obligations and their underlying agreements in connection with its purchase of the Assets. Holders of Class 3 Claims are Unimpaired and shall not be entitled to vote to accept or reject the Plan. Accordingly, the holders of the Class 3 Claims are deemed to have accepted the Plan. Class 4 consists of all Allowed Unsecured Claims totaling approximately $2,425,938.33. Each holder of an Allowed Unsecured Claim shall be entitled to receive such holder's Pro Rata share of the Estate funds comprised of the Estate Carve Out, Avoidance Action recoveries estimated to range from $50,000.00 to $100,000.00, and a portion of the proceeds received from the Employee Retention Credit Refunds due the Debtor. No payment shall be made to any Claimant in this Class unless and until (i) all Class 1, 2 and 3 Claims have been paid as described in this Plan, and (ii) such Unsecured Claim has been fixed and allowed by a Final Order of the Bankruptcy Court or determined to be undisputed, liquidated, and not contingent. Each holder of an Allowed Class 4 Claim shall receive a single, lump sum payment in Cash on the Plan Distribution Date. The Class 4 Unsecured Claims shall be paid a dividend equal to approximately 8%-10% of their Allowed Claims, without interest. Holders of Class 4 Claims are Impaired pursuant to section 1124 of the Bankruptcy Code and shall be entitled to vote to accept or reject the Plan. Class 5 consists of the three Equity Interest Holders. Equity Interest Holders shall not receive a Distribution, or retain an Interest or other property of the Debtor on account of such Interest and are, therefore, deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code. The Plan shall be funded from five sources: (i) Cash in the Estate; (ii) prepetition retainers paid to Professionals; (iii) the proceeds from the Asset Sale; (iv) the $100,000.00 Estate Carve-Out; (v) the Avoidance Action recoveries; and (v) up to $182,723.20 from the Employee Retention Credit Refunds due the Debtor (collectively, the "Plan Distribution Fund"). This Plan will be implemented by the Debtor in a manner consistent with the terms and conditions set forth in this Plan and the Confirmation Order. A full-text copy of the Liquidating Plan dated Nov. 9, 2021, is available at https://bit.ly/3on8wuh from PacerMonitor.com at no charge. Counsel to the Debtor: Camille W. Hill, Esq. Bond, Schoeneck & King, PLLC One Lincoln Center Syracuse, NY 13202 Telephone: (315) 218-8000 Facsimile: (315) 218-8100 Email: chill@bsk.com About The New York Bakery of Syracuse The New York Bakery of Syracuse, Inc., a full-service bakery located in Syracuse, New York. Chris Christou is the president of the Debtor. The Debtor's three shareholders, and their respective interests in the Debtor, are (i) The Chris Christou Irrevocable Benefit Trust (33.33%), The Petros Christou Irrevocable Benefit Trust (33.33%), and The Mike Christou Irrevocable Benefit Trust (33.33%). The New York Bakery of Syracuse sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 21-30770) on Oct. 4, 2021. In the petition signed by Chris Christou, president, the Debtor disclosed $1,584,711 in assets and $7,364,829 in liabilities. Judge Diane Davis oversees the case. The Debtor tapped Camille W. Hill, Esq., at Bond, Schoeneck and King, PLLC as legal counsel and Canty Consulting as financial advisor. NOISE SOLUTIONS: Seeks to Hire Calaiaro Valencik as Legal Counsel ----------------------------------------------------------------- Noise Solutions (USA), Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Calaiaro Valencik to serve as legal counsel in its Chapter 11 case. The firm's services include: a) attending the first meeting of creditors; b) advising the Debtor with regard to its rights and obligations during the Chapter 11 reorganization; c) representing the Debtor at court hearings on motions to convert or dismiss its bankruptcy case and motions for relief from stay filed by creditors; d) preparing a plan of reorganization, disclosure statement and other legal documents; e) providing other necessary legal services. The firm's hourly rates are as follows: Donald R. Calaiaro $400 per hour David Z. Valencik $350 per hour Mark B. Peduto $300 per hour Andrew K. Pratt $300 per hour Paralegal $100 per hour Calaiaro Valencik agreed to a general retainer of $7,500. As disclosed in court filings, Calaiaro Valencik does not represent interests adverse to the Debtor's estate. The firm can be reached through: Donald R. Calaiaro, Esq. Calaiaro Valencik 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Phone: (412) 232-0930 Email: dcalaiaro@c-vlaw.com About Noise Solutions Noise Solutions (USA), Inc. is a Sharon, Pa.-based provider of engineered industrial noise suppression for the energy sector. Noise Solutions filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Penn. Case No. 21-10616) on Nov. 5, 2021, listing up to $50,000 in assets and up to $10 million in liabilities. Scott K. MacDonald, president and chief executive officer, signed the petition. Donald R. Calaiaro, Esq., at Calaiaro Valencik represents the Debtor as legal counsel. NOTES LLC: Seeks to Hire Lefkovitz & Lefkovitz as Legal Counsel --------------------------------------------------------------- Notes, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Lefkovitz & Lefkovitz, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor as to its rights, duties and powers under the Bankruptcy Code; b. preparing and filing statements of financial affairs, bankruptcy schedules, Chapter 11 plan and other documents; c. representing the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings; and d. performing other necessary legal services. The firm's hourly rates are as follows: Steven Lefkovitz $555 per hour Associate Attorneys $350 per hour Paralegals $125 per hour Lefkovitz received from the Debtor a retainer of $5,000. The firm will also receive reimbursement for out-of-pocket expenses incurred. Steven Lefkovitz, Esq., a partner at Lefkovitz, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 618 Church Street, Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Notes LLC Notes, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 21-03282) on Oct. 6, 2021, listing up to $50,000 in assets and up to $100,000 in liabilities. Judge Marian F Harrison presides over the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC represents the Debtor as legal counsel. OBLONG INC: Incurs $662K Net Loss in Third Quarter -------------------------------------------------- Oblong, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $662,000 on $1.80 million of revenue for the three months ended Sept. 30, 2021, compared to a net loss of $2.09 million on $3.27 million of revenue for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $6.34 million on $5.77 million of revenue compared to a net loss of $8.60 million on $11.41 million of revenue for the same period during the prior year. As of Sept. 30, 2021, the Company had $31.70 million in total assets, $3.55 million in total liabilities, and $28.15 million in total stockholders' equity. As of Sept. 30, 2021, total cash balance was $10.8 million and the Company has no debt. During the third quarter of 2021, the Company's $2.4 million PPP Loan was entirely forgiven by the SBA. This forgiveness was recorded as other income in the third quarter of 2021. Pete Holst, Chairman and CEO of Oblong, commented, "With market conditions remaining unpredictable in the near term for the use of commercial office environments, our focus during the third quarter was centered on recruiting and building our team in product development, engineering and distribution while making key advances in the development of our next gen multi-share hybrid collaboration cloud offering. As CIO's and Corporate Real Estate leaders evaluate how best to redesign their spaces to maximize collaboration and engagement of a growing hybrid workforce, we have been working with our many design and IT partners to help shape the vision of how technology should be used to optimize employee time both in, and out of the office. While revenue associated with our current products remains closely correlated to office re-openings, our focus on creating services accessible from physical and virtual spaces remain at the forefront of our mission. We believe the steps we are taking in the second half of 2021 will pay dividends in 2022 as offices gradually re-open and remote employees expect new, and far more engaging digital experiences." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/746210/000074621021000062/glow-20210930.htm About Oblong Inc. Oblong, Inc. -- www.oblong.com -- was formed as a Delaware corporation in May 2000 and is a provider of patented multi-stream collaboration technologies and managed services for video collaboration and network applications. Oblong reported a net loss of $7.42 million for the year ended Dec. 31, 2020, compared to a net loss of $7.76 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $34.94 million in total assets, $6.63 million in total liabilities, and $28.31 million in total stockholders' equity. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2021, citing that the Company has incurred losses and expects to continue to incur losses. These conditions raise substantial doubt about its ability to continue as a going concern. OCCIDENTAL PETROLEUM: Moody's Alters Outlook on Ba2 CFR to Pos. --------------------------------------------------------------- Moody's Investors Service changed the rating outlook for Occidental Petroleum Corporation (OXY) to positive from negative and affirmed its existing ratings, including the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba2 senior unsecured notes rating, (P)Ba2 senior unsecured shelf rating and Not Prime commercial paper program rating. The Speculative Grade Liquidity rating was changed to SGL-1 from SGL-3. "The change in Occidental's outlook to positive reflects the improvement in the company's credit profile following the repayment of debt with free cash flow and asset divestiture proceeds," commented James Wilkins, Moody's Vice President. "We expect the company to use strong commodity prices and capital discipline to remain focused on reducing debt further over the next one to two years." The following summarizes the rating activity. Upgrades: Issuer: Occidental Petroleum Corporation Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-3 Outlook Actions: Issuer: Occidental Petroleum Corporation Outlook, Changed To Positive From Negative Affirmations: Issuer: Occidental Petroleum Corporation Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Commercial Paper, Affirmed NP Senior Unsecured Shelf, Affirmed (P)Ba2 Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba2 Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD4) Issuer: Maryland Industrial Development Financ. Auth. Senior Unsecured Revenue Bonds, Affirmed Ba2 Senior Unsecured Revenue Bonds, Affirmed S.G. RATINGS RATIONALE The change in OXY's outlook to positive reflects Moody's expectation that OXY will remain focused on debt reduction (targeting a balance sheet debt amount in the mid-$20 billion range) and its credit metrics will continue to improve in 2022 supported by the attractive oil and gas commodity price environment. The strengthening OXY financial profile will bolster its capacity to withstand negative credit impacts from carbon transition risks. While financial performance of OXY will continue to be influenced by industry cycles, compared to historical experience Moody's expects future profitability and cash flow in this sector to be less robust at the cycle peak and worse at the cycle trough because global initiatives to limit adverse impacts of climate change will constrain the use of hydrocarbons and accelerate the shift to less environmentally damaging energy sources. OXY's Ba2 CFR reflects its continued elevated leverage as a result of the largely debt-financed acquisition of Anadarko in 2019 that left it with $38.6 billion of balance sheet debt at year-end 2019. However, the company's credit metrics have improved in 2021 as a result of the rebound in oil and gas prices, with retained cash flow (RCF) to debt of 28% and debt to average daily production of $26,700 as of September 30, 2021. It generated positive free cash flow in the second half 2020 following cuts to capital spending (over 50% reduction), operating expenditures and the dividend, which was virtually eliminated (reduction to $0.01 per share quarterly from $0.79). In 2021, free cash flow generation has surged on higher oil and gas prices (third quarter 2021 free cash flow generation was $2.3 billion). Additionally, its chemical business has enjoyed robust margins in 2021. Moody's believes that OPEC-plus producing nations will continue to wind down production cuts to support the strong momentum in oil prices. The company is no longer actively hedging its oil production, giving it full exposure to potentially continued high oil prices in 2022, but also exposure to the risk of prices falling. The company reduced debt by $4.5 billion in the first nine months 2021 and $6.9 billion since year-end 2019, improving its balance sheet and liquidity position. Moody's expect positive free cash flow generation to be applied towards further debt reduction at least until OXY achieves its target debt balance in the mid-$20 billion range. The asset sales program, which is largely complete, yielded $10 billion in gross proceeds. The company most recently sold its assets in Ghana for $750 million. As of September 30, 2021, OXY's debt balance (including Moody's standard adjustments) stood at $33.1 billion. Occidental benefits from a large reserves base across multiple geographically diverse assets and meaningful production with average daily production of more than one million barrels per day. The Permian Basin, its largest asset, which accounts for over 40% of production volumes is relatively low cost competitive asset. The company's chemical and midstream businesses provide additional diversification of earnings. OXY has very good liquidity supported by positive free cash flow generation ($2.3 billion in the third quarter 2021), unrestricted cash balances ($2.1 billion as of September 30th) and an undrawn $5 billion revolving credit facility due in January 2023. OXY also has a $400 million securitization facility due in November 2022, which is unused. The revolving credit facility has one financial covenant -- a maximum debt to total capitalization of 0.65:1.00. OXY made substantial progress addressing its near-term 2022-2023 debt maturities in the July 2021 tender offer and subsequent repurchases of debt that totaled $4.5 billion in the first nine months 2021. Debt maturities for 2022-2023 can be repaid with cash generated from operations or other liquidity sources. Asset sales are also a potential source of funds. ESG issues negatively affect OXY's ratings. Governance considerations take into account the aggressive financial strategies OXY deployed in pursuit of Anadarko and high leverage that resulted from the acquisition. However, post the Anadarko acquisition, management has been focused on debt reduction. The company has significant environmental and social risk exposure. The regulatory and social pressures to safeguard the environment will negatively affect oil producers as the world moves to lower the carbon intensity of its energy supply. Upstream companies will face increasing pressure over time, particularly oil producers, as decarbonization efforts and the transition towards cleaner energy continues. OXY is a leading proponent of carbon capture and sequestration, and is the world's largest handler of CO2 for enhanced oil recovery. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS OXY's CFR could be upgraded if the firm continues to focus on debt reduction, debt on production approaches $20,000 per Boe and RCF/debt remains above 30%. An inability to maintain RCF/debt above 15% or a failure to achieve further debt reduction could lead to a rating downgrade, as could the resumption of a meaningful cash dividend or share buybacks. The principal methodology used in these ratings was Independent Exploration and Production published in August 2021. Occidental Petroleum Corporation, headquartered in Houston, Texas, is a large, publicly traded independent exploration and production (E&P) company with major operations in the Permian Basin, the Rockies, the US Gulf of Mexico, the Middle East and Latin America. It also has significant Midstream and Chemical businesses. ORG GC: Seeks Cash Collateral Access, $6MM DIP Loan --------------------------------------------------- ORG GC Midco, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to, among other things, use cash collateral and obtain post-petition financing in an aggregate principal amount of up to $6 million arranged by Goldman Sachs Specialty Lending Group, L.P., as administrative agent and collateral agent under the DIP loan. The DIP Loans shall bear interest at 6.00% per annum and matures 120 days from the Petition Date. The DIP Loans require the Debtor to obtain effective date of a bankruptcy plan not later than 46 calendar days following the Petition Date. The DIP Facility provides the Debtor with (i) reasonable pricing, (ii) liquidity needed to fund the costs of the Debtor's Chapter 11 Case, and (iii) customary covenants. Because the Debtor is an intermediate holding company with no operations or ability to generate its own revenue, access to the DIP Facility and Cash Collateral are essential to enable the Debtor to fund the costs of implementing its restructuring. On October 16, 2021, after several months of extensive negotiations, the Debtor executed a restructuring support agreement with the lenders holding 100% of the outstanding principal amount of Existing Term Loans (Consenting Lenders). Pursuant to the Restructuring Support Agreement, the Consenting Lenders agreed to, among other things, vote in favor of and support confirmation of the Plan. Additionally, certain of the Consenting Lenders have agreed to provide the Debtor with the Term DIP Facility of up to $6 million to cover the costs of implementing the restructuring. Prior to the Petition Date, on October 16, the Debtor commenced the solicitation of votes on the Plan from the holders of Claims in Class 3 (Existing Term Loan Claims) on the basis of the Disclosure Statement for Prepackaged Chapter 11 Plan of ORG GC Midco, LLC. Consistent with the Company's obligations under the Restructuring Support Agreement, the Debtor is seeking to emerge from Chapter 11 on an expedited basis. On November 8, 2021, the Debtor executed a settlement and release agreement with investment funds managed by the Austin-based private equity firm, Owner Resource Group, LLC, as Plan Sponsors and indirect minority equity holders, the Katz Parties, pursuant to which the Sponsors and Katz Parties have agreed to support (and not object to) the restructuring contemplated in the Restructuring Support Agreement and the Plan in exchange for, among other things, mutual releases. The Company is indirectly controlled by the Sponsor through ORG GC Holdings, LLC, which owns 100% of the equity interests of Midco. Midco, in turn, directly or indirectly owns each of the other GCS Parties. The Debtor has requested a combined hearing for approval of the Plan and the Disclosure Statement to be held on November 22 at 2 p.m. Midco -- the only debtor in the Chapter 11 Case -- is the intermediate parent holding company of GC Services Limited Partnership. None of the Debtor's affiliates, including GCS LP, have filed for Chapter 11 or any other bankruptcy protection. Due to the fully consensual nature of the Chapter 11 Case, the Company, in consultation with the Consenting Lenders, determined it was not necessary for any of the Debtor's subsidiary operating companies to commence Chapter 11 cases to effectuate the restructuring and that a quick, efficient prepackaged chapter 11 filing by Midco only would maximize value by preventing any disruption to the business and minimizing professional costs. The Company expects to implement its restructuring with as little disruption to day-to-day operations as possible and without impairing any of its creditors, other than the holders of Existing Term Loan Claims who have unanimously voted to accept the Plan. The holders of the Midco Equity Interests are also impaired, but have agreed to support the Plan pursuant to the Settlement and Release Agreement. The Debtor will use the cash collateral to pay for Restructuring Expenses, interest, fees, costs and expenses (including without limitation, legal and other professionals' fees and expenses of the DIP Lenders owed under the DIP Documents), and the Carve Out. The Carve-Out means: (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee plus interest at the statutory rate; (ii) all reasonable fees and expenses up to $25,000 incurred by a trustee; (iii) to the extent allowed at any time, all accrued and unpaid fees, disbursements, costs and expenses incurred by persons or firms retained by the Debtor pursuant to section 327, 328, or 363 of the Bankruptcy Code at any time before or on the first business day following delivery by the DIP Agent of a Carve Out Trigger Notice whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $500,000 incurred after the first business day following delivery by the DIP Agent of the Carve Out Trigger Notice. The Debtor has outstanding senior secured debt obligations under that Financing Agreement, dated July 31, 2017, by and among Midco and certain of its affiliates, as borrowers, each of the guarantors party thereto, BSP Agency, LLC, as administrative agent and collateral agent (Prepetition Term Agents), and the lenders party thereto (the Prepetition Term Lenders). As of the Petition Date, the aggregate principal amount outstanding under the Prepetition Term Loan Facility was approximately $185.3 million. Obligations under the Prepetition Term Loan Facility are secured by a first priority lien on the Term Priority Collateral and a second priority lien on the ABL Priority Collateral. The Company maintains a revolving line of credit under the Credit Agreement dated July 31, 2017, by and among GC Services Limited Partnership and its affiliates, as borrowers, each of the guarantors party thereto, JPMorgan Chase Bank N.A., as administrative agent (in such capacity, the Prepetition ABL Facility Agent), and the lenders party thereto (the Prepetition ABL Lenders). As of the Petition Date, the aggregate amount outstanding under the Prepetition ABL Facility is approximately $13.1 million. The relative contractual rights of the Prepetition Term Lenders and the Existing ABL Lenders are governed by an Intercreditor Agreement, dated as of July 31, 2017. The Intercreditor Agreement controls the rights and obligations of the Prepetition Term Lenders and the Prepetition ABL Lenders with respect to, among other things, collateral priority, matters of debtor-in-possession financing, the use of cash collateral, and adequate protection. As adequate protection of the interests of the Prepetition ABL Parties in the Prepetition Collateral, the Prepetition ABL Agent, for the benefit of itself and the Prepetition ABL Parties, will be granted continuing valid, binding, enforceable and perfected postpetition security interests in and liens on the DIP ABL Priority Collateral. As adequate protection of the interests of the Prepetition Term Parties in the Prepetition Collateral, the Prepetition Term Agent, on behalf of itself and the Prepetition Term Parties, will be granted continuing valid, binding, enforceable and perfected postpetition security interests in and liens on the DIP Term Primary Collateral. As further adequate protection, the Prepetition ABL Agent, on behalf of itself and the Prepetition ABL Parties, and Prepetition Term Agent, on behalf of itself and the Prepetition Term Parties, are granted as and to the extent provided by section 507(b) of the Bankruptcy Code an allowed superpriority administrative expense claim in the Chapter 11 Case and any Successor Case. These events constitute an "Event of Default:" a. The failure to pay principal, interest and other amounts when and as required by the DIP Credit Agreement, subject to certain grace periods; b. Any incorrect representation or warranty made by or on behalf of any Loan Party in connection with any DIP Documents in a material respect; c. The filing of a plan of reorganization that does not propose to repay the DIP Obligations in full; d. The termination of the RSA by any of the Loan Parties (other than any Lender); e. The failure of the Borrower to satisfy the milestone set forth in the DIP Credit Agreement on or before the dates specified in the DIP Credit Agreement; and f. The occurrence of a Change of Control. A copy of the motion is available at https://bit.ly/2YwOjZY from PacerMonitor.com. About ORG GC Midco ORG GC Midco, LLC, is the intermediate holding company of GC Services and parent of five subsidiaries. GC Services is a privately held provider of Accounts Receivable Management and Business Process Outsourcing solutions, providing a full scope of solution offerings, including 24x7x365 programs, multi-channel and multilingual customer service programs, from numerous locations in the continental U.S. and the Philippines, to Fortune 500 companies, premier global financial institutions, and large governmental entities. GC Services was founded by Jerold B. Katz and opened its doors for business in October 1957 as a small, one-man business process outsourcing agency with one client and one employee, providing third party accounts receivable management services. 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, the Debtor disclosed up to $500 million in both assets and liabilities. 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. PANBELA THERAPEUTICS: Incurs $2.1 Million Net Loss in Third Quarter ------------------------------------------------------------------- Panbela Therapeutics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.14 million for the three months ended Sept. 30, 2021, compared to a net loss of $1.67 million for the three months ended Sept. 30, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $6.60 million compared to a net loss of $3.89 million for the same period during the prior year. As of Sept. 30, 2021, the Company had $14.80 million in total assets, $1.34 million in total current liabilities, and $13.46 million in total stockholders' equity. "We have had a great third quarter and year to date," said Jennifer K. Simpson, PhD, MSN, CRNP, president & chief executive officer. "Highlights included reporting on 16 patients in survival follow up, since enrollment completed last December, with two patients north of 2-years. Additionally, we announced the issue notification to produce SBP-101. We also bolstered our balance sheet with the previously announced underwritten common stock offering, which will allow us to finish the current clinical trial, start a randomized trial in 2021 and expand into other cancer indications." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1029125/000143774921026149/snbp20210930_10q.htm About Panbela Headquartered in Waconia, Minnesota, Panbela Therapeutics, Inc. -- www.Panbela.com -- is a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with cancer. Its product candidate, SBP-101, is a proprietary polyamine analogue designed to induce polyamine metabolic inhibition, a metabolic pathway of critical importance in multiple tumor types. Panbela Therapeutics reported a net loss of $4.77 million for the year ended Dec. 31, 2020, compared to a net loss of $6.20 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $8.89 million in total assets, $1.31 million in total current liabilities, and $7.58 million in total stockholders' equity. Tampa, Florida-based Cherry Bekaert, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 25, 2021, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. PANDA STONEWALL: Nears $490-Million Ares-Led Refinancing -------------------------------------------------------- Rachel Butt of Bloomberg Law reports that Panda Stonewall, a power plant in Virginia, has lined up lenders to refinance a $490 million loan and aims to close on the deal on Friday, just before its current obligation comes due, according to people with knowledge of the situation. The refinancing is part of a broader out-of-court restructuring process that will hand ownership of the 778-megawatt gas-fired plant to Ares Management from private equity firm Panda Power Funds. As part of the refinancing deal, Ares is planning to provide $50 million to $60 million of equity. About Panda Stonewall Panda Stonewall owns a new natural gas-fired, combined cycle power plant will generate clean energy for up to 778,00 homes in Virginia. PEOPLE SPEAK: Dec. 13 Disclosure Statement Hearing Set ------------------------------------------------------ Judge Meredith S. Grabill has entered an order within which Dec. 13, 2021, at 2:30 p.m. is the hearing to consider approval of the Disclosure Statement filed by People Speak, LLC. In addition, Dec. 6, 2021, is the deadline to file any objections to the Disclosure Statement. A copy of the order dated Nov. 9, 2021, is available at https://bit.ly/3wKlo1b from PacerMonitor.com at no charge. Debtor's Counsel: LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD STEWART F. PECK CHRISTOPHER T. CAPLINGER JAMES W. THURMAN 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Telephone: (504) 568-1990 Facsimile: (504) 310-9195 About People Speak People Speak, LLC, a privately held company that operates in the traveler accommodation industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 21-10315) on March 11, 2021. Rachele Riley, owner, and member signed the petition. The Debtor disclosed $1 million to $10 million in both assets and liabilities in the petition. Judge Meredith S. Grabill oversees the case. Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, led by Stewart F. Peck, Esq., serves as the Debtor's counsel. PHILIPPINE AIRLINES: Updates Restructuring Plan Disclosures ----------------------------------------------------------- Philippine Airlines, Inc. ("PAL"), submitted a Revised Disclosure Statement for Chapter 11 Plan of Reorganization dated Nov. 9, 2021. After extensive arm's-length negotiations, prior to the Petition Date, the Debtor executed numerous restructuring support agreements (each, a "Restructuring Support Agreement", and collectively the "Restructuring Support Agreements") with the Supporting Creditors, which were approved by the Bankruptcy Court on Oct. 1, 2021. The Restructuring Support Agreements form the backbone and framework for the Plan. As of June 30, 2021, PAL maintained a $75 million term loan from Asia United Bank, a $77 million term loan from Philippine National Bank, a $65 million term loan from China Banking Corporation, and a $20 million term loan from Union Bank (collectively, the "Bank Loans"). An additional $36.8 million of standby letters of credit issued by Philippine National Bank have been drawn by certain lessors over the past few months leading up to the Petition Date. These were converted by Philippine National Bank to promissory notes and are also considered as Bank Loans for the purpose of this Disclosure Statement and the Chapter 11 Case. The Bank Loans facility of Philippine National Bank is partially secured by a real property with an agreed value of PHP1,360,963,000, which is equivalent to USD27,194,241 based on the exchange rate one Business Day prior to the Petition Date Thus, in accordance with the applicable Restructuring Support Agreement, Philippine National Bank's unsecured claim (after reduction by the value of the real property) is USD86,842,526. On Oct. 5, 2021, the Philippine court, finding that the Debtor demonstrated an urgent need to protect its assets, issued an order granting provisional relief to (i) stay the enforcement or collection of any and all claims by creditors against the Debtor and (ii) suspend any proceeding or action by creditors against the Debtor or its property. The provisional relief is effective until the Philippine court reaches a final decision on the petition for foreign recognition, for which a hearing was held on Oct. 8, 2021. On Oct. 25, 2021, the Philippine court entered an order (1) granting the petition for recognition of the Chapter 11 Case and (2) giving force and effect to the Chapter 11 Case and any and all orders of the Bankruptcy Court. United States Trustee's Fees On or before the Effective Date, the Debtor shall pay all accrued and outstanding fees incurred pursuant to section 1930 of chapter 123 of title 28 of the United States Code to the Office of the United States Trustee, together with any interest, if any, pursuant to section 3717 of title 31. Employee Matters Except as otherwise provided in the Plan Supplement, on the Effective Date, all employee compensation plans, Benefit Plans, employment agreements, severance agreements, offer letters, or award letters to which the Debtor is a party with respect to employees employed as of the Effective Date (collectively, the "Employee Arrangements") shall be neither assumed nor rejected. Rather, the Employee Arrangements and the Debtor's benefits and obligations thereunder shall be deemed to "ride through" the Chapter 11 Case unaffected by the Chapter 11 Case and shall remain as benefits and obligations of the Reorganized Debtor after the Effective Date. All other employment, confidentiality, training, non-competition agreements, vacation, holiday pay, retirement, supplemental retirement, indemnity, executive retirement, pension, deferred compensation, medical, dental, vision, life and disability insurance, flexible spending account, and other health and welfare benefit plans, programs, agreements and arrangements, and all other wage, compensation, employee expense reimbursement, and other benefit obligations to employees employed as of the Effective Date are deemed to be, and shall be treated as, Executory Contracts under the Plan and, on the Effective Date, shall be deemed assumed pursuant to sections 365 and 1123 of the Bankruptcy Code. From and after the Effective Date, the Reorganized Debtor shall be authorized to comply with all applicable laws regarding compensation obligations to employees employed as of the Effective Date. The Revised Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 3 consists of General Unsecured Claims. Such holder will receive its Pro Rata share of the Unsecured New Equity Allocation. In connection with the Debtor's exercise of the Tranche A Conversion Option and the Tranche B Conversion Option pursuant to Section 5.3 of the Plan, the DIP Lenders have agreed to waive and, thereby, receive no recovery on account of their General Unsecured Claims against the Debtor. * Class 4 consists of General Unsecured Trade Claims. Except to the extent that a holder of a General Unsecured Trade Claim agrees to a less favorable treatment of such Claim or has been paid before the Effective Date, on and after the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Claim, (i) the Reorganized Debtor shall continue to pay or treat each General Unsecured Trade Claim in the ordinary course of business as if the Chapter 11 Case had never been commenced, or (ii) such holder will receive such other treatment so as to render such holder's Allowed General Unsecured Trade Claim Unimpaired pursuant to section 1124 of the Bankruptcy Code, in each case subject to all defenses or disputes the Debtor and the Reorganized Debtor may have with respect to such Claims. * Holders of Existing Equity Interests shall not receive any property under the Plan on account of such Existing Equity Interests. On the Effective Date, or as soon as practicable thereafter in accordance with applicable nonbankruptcy law, Holders of Existing Equity Interests shall have their Existing Equity Interests diluted to 0.001% of the number and value of such Interests as of the Petition Date. Except as otherwise provided in the Plan or Confirmation Order, all Cash required for the payments to be made hereunder shall be obtained from the Debtor's and the Reorganized Debtor's operations and cash balances and the Secured Exit Facility. A full-text copy of the Revised Disclosure Statement dated Nov. 9, 2021, is available at https://bit.ly/3FdshuZ from Kurtzman Carson Consultants, LLC, the claims agent. Counsel for the Debtor: Jasmine Ball, Esq. Nick S. Kaluk, III, Esq. Elie J. Worenklein, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, NY 10022 Telephone: (212) 909-6000 Facsimile: (212) 909-6836 About Philippine Airlines Inc. Philippine Airlines, Inc., is the flag carrier of the Philippines and the country's only full-service network airline. PAL was the first commercial airline in Asia and marked its 80th anniversary in March 2021. PAL's young fleet of Boeing 777s, Airbus A350s, Airbus A330s, Airbus A321s and De Havilland DHC Q400 aircraft operate out of hubs in Manila, Cebu and Davao to 29 destinations in the Philippines and 32 destinations in Asia, North America, Australia, Europe and the Middle East. PAL was rated a 4-Star Global Airline by Skytrax in 2018 and a 5-Star Major Airline by the Association of Airline Passengers (APEX) in 2020, and was likewise voted the World's Most Improved Airline in the 2019 Skytrax worldwide passenger survey with a ranking of 30th best airline in the world. On Sept. 3, 2021, Philippine Airlines, Inc. (PAL) filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-11569) to seek approval of a restructuring plan negotiated with lenders and lessors. As of July 31, 2021, the Debtor's overall assets and liabilities were approximately $4.1 billion and $6.07 billion, respectively. The Honorable Shelley C. Chapman is the case judge. The Debtor tapped Debevoise & Plimpton LLP as general bankruptcy counsel; Norton Rose Fulbright as special counsel; and Seabury Securities LLC and Seabury International Corporate Finance LLC as restructuring advisor and investment banker. Angara Abello Concepcion Regala & Cruz (ACCRA) is acting as legal advisor in the Philippines. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. Buona Sorte Holdings, Inc. and PAL Holdings Inc., as DIP lenders, are represented by White & Case LLP. PUERTO RICO: Morgan, Correa 11th Update on QTCB Noteholder Group ---------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Morgan, Lewis & Bockius LLP and Correa-Acevedo & Abesada Law Offices, PSC submitted an 11th supplemental verified statement to disclose an updated list of QTCB Noteholder Group in the Chapter 11 cases of The Commonwealth of Puerto Rico, et al. As of Nov. 9, 2021, members of the QTCB Noteholder Group and their disclosable economic interests are: Commonwealth Bonds: Public Improvement Ref. Bonds, Series 1998: $905,000 Public Improvement Bonds of 1999: 1,565,000 Public Improvement Bonds of 2002, Series A: 8,590,000 Public Improvement Ref. Bonds, Series 2002 A: 44,339,000 Public Improvement Bonds of 2003, Series A: 6,311,000 Public Improvement Ref. Bonds, Series 2003 A: 5,330,000 Public Improvement Bonds of 2004, Series A: 22,908,000 Public Improvement Bonds of 2005, Series A: 24,401,000 Public Improvement Ref. Bonds, Series 2006 A: 4,985,000 Public Improvement Bonds of 2006, Series A: 24,502,000 Public Improvement Ref. Bonds, Series 2006 B: 13,219,000 Public Improvement Bonds of 2006, Series B: 8,365,000 Co-Counsel for the QTCB Noteholder Group can be reached at: Morgan, Lewis & Bockius LLP Kurt A. Mayr, Esq. David L. Lawton, Esq. David K. Shim, Esq. One State Street Hartford, CT 06103-3178 Tel: (860) 240-2700 Fax: (860) 240-2701 E-mail: kurt.mayr@morganlewis.com david.lawton@morganlewis.com david.shim@morganlewis.com Sabin Willett, Esq. One Federal Street Boston, MA 02110-1726 Tel: (617) 951-8775 E-mail: sabin.willett@morganlewis.com - and - Correa-Acevedo & Abesada Law Offices, PSC Sergio Criado, Esq. Roberto Abesada-Aguet, Esq. Centro Internacional de Mercadeo, Torre II # 90 Carr. 165, Suite 407 Guaynabo, P.R. 00968 Tel: (787) 273-8300 Fax: (787) 273-8379 E-mail: ra@calopsc.com scriado@calopsc.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3Fu353J and https://bit.ly/3oxoBOa About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and chair of a committee to review professionals' fees. PULMATRIX INC: Incurs $8.2 Million Net Loss in Third Quarter ------------------------------------------------------------ Pulmatrix, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $8.18 million on $1.07 million of revenues for the three months ended Sept. 30, 2021, compared to a net loss of $10.55 million on $4.37 million of revenues for the three months ended Sept. 30, 2020. The $2.4 million decrease in net loss year-over-year resulted from a one- time warrant inducement charge of $9.3 million in 2020 which was partially offset by $3.6 million and $3.3 million that resulted from a goodwill impairment charge and fluctuation in revenue recognition, respectively, in 2021. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $16.14 million on $4.71 million of revenues compared to a net loss of $16.41 million on $10.63 million of revenues for the same period during the prior year. As of Sept. 30, 2021, the Company had $55.75 million in total assets, $10.56 million in total liabilities, and $45.19 million in total stockholders' equity. "The resolution of our contract dispute with Cipla is an important milestone which will enable the continued development of Pulmazole globally with our valued partners," said Ted Raad, chief executive officer of Pulmatrix. "After our successful FDA Type C Meeting in February, we are excited to resume clinical activities with Pulmazole which has the potential to address the underlying cause of ABPA while avoiding the side effects of oral antifungals and prolonged steroid treatment. In parallel, we are making steady progress across our pipeline with top-line data expected in Q1 2022 from our fully enrolled PUR1800 Phase 1b study and we expect the initiation of a PUR3100 Phase 1study in Q2 2022." As of Sept. 30, 2021, Pulmatrix had $53.5 million in cash and cash equivalents, compared to $31.7 million for the year ended Dec. 31, 2020. Research and development expense was $4.0 million in the third quarter of 2021 compared to $3.9 million for the same period in 2020. The increase year–over-year was primarily attributable to increased preclinical and manufacturing costs related to the PUR3100 project partially offset by decreased spend on the PUR1800 program and the Pulmazole Ph2 clinical trial. General and administrative expense was $1.7 million for the third quarter of 2021 compared to $1.8 million for the same period in 2020. The decrease year–over-year was primarily attributable to decreased employment costs partially offset by increased legal expense. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001574235/000149315221027868/form10-q.htm About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary and non-pulmonary disease using its patented iSPERSE technology. The Company's proprietary product pipeline includes treatments for serious lung diseases such as allergic ronchopulmonary aspergillosis and lung cancer, as well as neurologic disorders such as acute migraine. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix reported a net loss of $19.31 million for the year ended Dec. 31, 2020, compared to a net loss of $20.59 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $69.85 million in total assets, $13.20 million in total liabilities, and $56.65 million in total stockholders' equity. RABUN MANOR: Unsecured Creditors to Recover 100% in 3 Years ----------------------------------------------------------- Rabun Manor Resort, LLC, submitted a Second Amended Chapter 11 Plan dated Nov. 8, 2021. Rabun Manor Resort was built in 1846. In February 2019, the Debtor purchased the resort which includes a 175-year-old Southern mansion that serves as a bed and breakfast with five luxury rooms, three cottages and a restaurant/event venue. The Debtor owns and operates the bed & breakfast and 150 seat restaurant facility located at 205 Carolina Street, Dillard, GA 30537. The Debtor has been in negotiations with FCB and its unsecured creditors and reached agreement on a consensual plan providing for payments to FCB over 30 months with a balloon payment of all principal and interest due at that time. In addition, all unsecured creditors shall be paid in full over 36 months with interest. The Plan Proponent's financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses, debt service and post-confirmation taxes, of approximately $107,192 to be applied to payments under the Plan. The final Plan's payment is expected to be paid 54 months after the Effective Date. The Plan will treat claims as follows: * Class 1 shall consist of the Allowed Secured Claim of FCB. The amount of FCB's claim shall be set at $746,966 as of Sept. 28, 2021 (the "Allowed Secured Claim"), with interest accruing thereon and therefrom at the rate of 6.13% per annum. FCB's Allowed Secured Claim is herewith found to be valid, properly perfected and enforceable in accordance with the loan documents underlying the Allowed Secured Claim, and the Debtor has waived, released and quitclaimed any rights to further challenge the amount of the Allowed Secured Claim or the enforceability of FCB's security interest in the real and personal property securing the Allowed Secured Claim. * Class 2 shall consist of the Allowed Convenience Claims. The Holders of Convenience Claims shall receive Distributions totaling 100% payable on the Effective Date. * Class 3 shall consist of the Allowed General Unsecured Claims. The Holders of General Unsecured Claims shall receive Distributions totaling 100% of each Holder's Allowed Class 3 Claim (the "Class 3 Dividend"), plus interest accruing at the rate of 4.0% APR payable in quarterly payments beginning the first Business Day of the month 30 days following the Effective Date until the earlier of (a) three (3) years after the Effective Date, or (b) until the Allowed Unsecured Claims are paid in full plus interest at the rate of 4.0% APR. * Class 4 shall consist of the Shareholders. The Shareholders will retain their Interests in the Debtor as such Interests existed as of the Petition Date. Upon the Confirmation Order becoming a Final Order, the Debtor will fund the payments from operations of the business. A full-text copy of the Second Amended Chapter 11 Plan dated Nov. 8, 2021, is available at https://bit.ly/3oioMfY from PacerMonitor.com at no charge. Attorneys for the Debtor: THEODORE N. STAPLETON, PC Theodore N. Stapleton Suite 100-B 2802 Paces Ferry Road Atlanta, Georgia, 30339 Telephone: (770) 436-3334 E-mail: tstaple@tstaple.com About Rabun Manor Resort Rabun Manor Resort, LLC, owns and operates a bed & breakfast and 150-seat restaurant facility located at 205 Carolina Street, Dillard, Georgia. Rabun Manor Resort's manager is David Okun, who owns a 50% equity interest in the Debtor. Mr. Okun has over 22 years of experience in the hospitality business. Rabun Manor Resort sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-20596) on May 31, 2021. In the petition signed by Mr. Okun, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Theodore N. Stapleton serves as the Debtor's counsel. RED HOOK SOLAR: Business Income to Fund Plan Payments ----------------------------------------------------- Red Hook Solar Corp. filed with the U.S. Bankruptcy Court for the Northern District of New York a Small Business Plan of Reorganization dated Nov. 9, 2021. The Debtor filed for Chapter 11 bankruptcy protection in August 2021, electing to proceed under Subchapter V. The Debtor continues to operate its solar contracting business with its principal place of business located at 160 Nevis Road, Tivoli, NY 12583-5009. It currently employs, on average, between 1-3 people depending on the number of projects open per week. At the time of filing, Debtor estimated the gross value of its assets to be worth $1,302,867. This number includes $1,117,319 in accounts receivable ($517,319.37) and potential causes of action ($600,000). The Debtor is soliciting the services of competent counsel in order to pursue these corporate collections actions in order to try and make general unsecured creditors whole. Absent being able to collect on the accounts receivables or the potential causes of action, the Debtor has a zero dollar ($00.00) liquidation value. At the time of filing, Debtor owed secured debts in the amount of $250,000, unsecured debts in the amount of $382,229, and priority tax debts in the approximate amount of $51,181. Non-priority unsecured creditors holding allowed claims will not receive distributions, but will recover on outstanding accounts receivable of the Debtor, should the Debtor successfully recover the same. The Debtor values the accounts receivable at approximately $500,000 gross. With costs, taxes, and fees, Debtor anticipates net recovery on the accounts receivable to be approximately 50 percent of the ultimate gross recovery. Class 1 consists of Allowed Secured Claims. Class 1 secured claims shall be treated as fully secured (no bifurcation) and shall be paid on a 10-year amortization with a balloon payment due on month 49 of Debtor's plan of reorganization. Contractual interest rates have been adjusted. Total estimated monthly payments for Class 1 will be $2,446.40 per month for 48-months with balloon payment due month 49. Class 2 Surrendered Secured Claims are Claims secured by property of the Debtor's bankruptcy estate, in which the Debtor will surrender the property back to the Secured Creditor. Class 2 Claims will receive the collateral in full satisfaction of the outstanding debt and shall not be entitled to a deficiency unsecured claim against Debtor or other co-obligated parties on the Debt. Class 3 consists of certain priority Claims referenced in Sections 507(a)(1), (4), (5), (6), and (7) of the Code are required to be placed in classes. The Debtor's only non-tax prioritized claims are for prepetition wages to its employees pursuant to Section 507(a)(4)(A). Priority wage claims shall be paid in full, subject to relevant withholdings, with distributions being shared among priority wage claim holders on a pro rata basis until paid in full. Total estimated monthly payments for Section 507(a)(4)(A) Claims wiall be $475.86 per month for 53 months. General unsecured claims, in Class4, will not receive distributions under the Debtor's plan of reorganization and will be entitled to pro rata distribution should Debtor successfully recover on its two accounts receivable claims worth approximately $500,000. Assuming the Debtor is successful in its recovery efforts, Debtor would need to seek settlement pursuant to F.R.B.P. Rule 9019 for its accounts receivable recoveries, Debtor will supplement its liquidation value analysis at that time to determine how much money will be available for distribution to its general unsecured creditors. Equity Security Holder Chad Dickason shall receive 100% of the shareholder interests in the reorganized Debtor. The Plan will be implemented by the Debtor remitting payment to creditors from the Debtor's cash flow derived from income from solar related contracting services. Upon Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures, and equipment, will revert free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. A full-text copy of the Small Business Plan dated Nov. 9, 2021, is available at https://bit.ly/30ka7ZW from PacerMonitor.com at no charge. Attorneys for Debtor: Michael L. Boyle, Esq. Boyle Legal, LLC 64 2nd Street Troy, NY 12180-3927 Tel: 518-687-1648 Fax: 518-516-5075 Email: mike@boylebankruptcy.com About Red Hook Solar Corp. Red Hook Solar Corp. is in the solar construction industry with a principal place of business in Tivoli, N.Y. It is operated and managed by its sole owner, Mr. Chad Dickason. Red Hook Solar filed a petition for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 21-10759) on Aug. 9, 2021, disclosing $1,302,866 in total assets and $363,146 in total liabilities. Judge Robert E. Littlefield, Jr., oversees the case. Boyle Legal, LLC and Jill M. Flinton, CPA, PLLC, serve as the Debtor's legal counsel and accountant, respectively. RESOLUTE INVESTMENT: Moody's rates $60MM Loan Add-on 'Ba3' ---------------------------------------------------------- Moody's Investors Service has affirmed Resolute Investment Managers, Inc.'s ("RIM") B1 corporate family rating following the company's announcement that it will issue incremental debt to fund a dividend to shareholders. Concurrently, Moody's assigned a Ba3 rating to a proposed $60 million add-on senior secured term loan. The terms and conditions of the proposed term loan are expected to be similar to RIM's existing senior secured first lien term loan maturing 2024. The outlook on the ratings is stable. The proposed transaction is credit negative because it weakens the company's leverage metric and demonstrates RIM's aggressive financial policy as it represents the third dividend recap this year. The incremental debt burden will elevate debt/EBITDA (as adjusted by Moody's) to 5.7x. The affirmation of the B1 CFR reflects Moody's view that RIM does have debt capacity within its current rating for this level of an add-on and Moody's expectation the growth in RIM's AUM in recent quarters will drive deleveraging over the next 12-18 months. A summary of the rating action follows: Issuer: Resolute Investment Managers, Inc. Corporate Family Rating, affirmed at B1 Probability of Default Rating, affirmed at B1-PD Senior Secured First Lien Term Loan Facility, affirmed at Ba3 $60 million Senior Secured First Lien Term Loan due 2024, assigned at Ba3 Senior Secured Revolving Credit Facility, affirmed at Ba3 Senior Secured Second Lien Term Loan Facility, affirmed at B3 Outlook Actions Issuer: Resolute Investment Managers, Inc. Outlook, remains Stable RATINGS RATIONALE RIM's B1 CFR reflects its modest scale, high financial leverage and the risk that leverage could remain elevated due to its aggressive financial policy. Moody's projects adjusted debt/EBITDA weakening to about 5.7x compared to 5.2x for the twelve months ended September 30, 2021. These risks are partially offset by the company's excellent track record of discovering top money managers as well as its diverse suite of investment funds and strong distribution platform. The recent disposition of several minority owned affiliates provide a temporary boost to RIM's cash flow and reduces future earnings volatility given the company's lower equity market exposure. However, net inflows to the remaining affiliate businesses have yet to offset the elevated level of redemptions incurred by RIM's legacy businesses. Although redemptions have abated and support the steady cash flow needed to reduce risks to creditors, the new businesses are unlikely to contribute meaningfully to earnings over the near term. The stable outlook reflects Moody's view that despite the aggressive financial policy stance, RIM's simplified organization structure, more diversified asset mix, and solid cash generation support gradual deleveraging through EBITDA growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS RIM's ratings could be upgraded if: 1) financial leverage is sustained below 4x; or 2) outflows are stemmed such that there is an improvement in asset resiliency scores; or 3) the financial contribution of new affiliates are able to stabilize revenue and profit margins. Conversely, RIM's ratings could be downgraded if: 1) leverage is sustained above 5.5x debt-to-EBITDA as adjusted by Moody's; or 2) AUM levels continue to decay, or 3) there is a key person turnover within the senior management ranks. RIM is a multi-affiliate asset manager that provides investment strategies and services to institutions, retirement plans and retail investors. At September 30, 2021, the company had $90 billion of consolidated assets under management. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. RYAN 1000: Gets Cash Collateral Access Thru Jan 2022 ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Wisconsin has authorized Ryan 1000, LLC and affiliates to continue using cash collateral on an interim basis through January 10, 2022. The Court extended its previous orders approving use of cash collateral on an interim basis until November 10, 2021, and provided that the date may be extended through mutual agreement of the Debtors and Waterstone Bank. The Court said the Order is without prejudice to Waterstone's right to seek immediate relief from the Court and to argue that it is not adequately protected and is entitled (a) to relief from the automatic stay, and (b) the payment of any rents and any other amounts relating to the use or occupancy of properties subject to liens held by Waterstone. A copy of the order is available at https://bit.ly/3HbzY6D from PacerMonitor.com. About Ryan 1000 LLC Ryan 1000, LLC, a single asset real estate company based in Milwaukee, Wisc., filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wisc. Case No. 21-21326) on March 15, 2021. David Ryan, sole shareholder, signed the petition. At the time of filing, the Debtor disclosed up to $50,000 in both assets and liabilities. Judge Beth E. Hanan oversees the case. Strouse Law Offices represents the Debtor as legal counsel. SCP COLDWORKS: Wins Interim Access to Redmont Cash Collateral ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, has authorized SCP Coldworks, LLC d/b/a Steel City Pops to, among other things, use cash collateral and obtain postpetition financing on an interim basis in accordance with a budget. Specifically, the Interim Order authorizes the Debtor to use cash collateral and provide adequate protection to Redmont Private Debt Fund, III, LP. Redmont is granted a replacement lien in all post-petition assets of the Debtor, to the extent Redmont's Cash Collateral is used by the Debtor. The final hearing on the matter is scheduled for December 1, 2021 at 2 p.m. via telephone. The Debtor requires authority to use Cash Collateral to meet the ordinary cash needs of the Debtor and for other purposes necessary to (a) maintain and preserve its assets, and (b) pay items in accordance with the Budget. The Replacement Liens: (i) are and will be in addition to any valid pre-petition liens; (ii) will have the same priority in the Debtor's post-petition assets, and proceeds thereof, that Redmont held in the pre-petition collateral; (iii) are and will be first priority liens, subject only to liens permitted under the controlling pre-petition credit agreement that are properly perfected, valid, and enforceable without any further action as of the Petition Date; and (iv) will remain in full force and effect notwithstanding any conversion or dismissal of the Bankruptcy Case. To the extent the adequate protection provided for proves insufficient to protect Redmont from diminution in the value of its collateral, Redmont will have a superpriority administrative expense claim, pursuant to section 507(b) of the Bankruptcy Code, senior to and with priority over: (i) all costs and expenses of administration of the Debtor's Bankruptcy Case that are incurred under any provision of the Bankruptcy Code and (ii) the claims of any other party under section 507(b) of the Bankruptcy Code. The Replacement Liens granted are automatically deemed perfected upon entry of the Interim Order without the necessity of Redmont taking possession, filing financing statements, mortgages or other documents. These events constitute an "Event of Default:" a. the Debtor fails to duly and punctually observe, perform or discharge any obligation or duty imposed upon it by this Interim Order (ii) conversion of the case to Chapter 7; or b. the appointment of an Examiner with expanded powers. Upon the occurrence of an Event of Default, unless cured by the Debtor after 10 days written notice by Redmont, the Debtor's use of Cash Collateral will automatically terminate. A copy of the order and the Debtor's budget is available at https://bit.ly/31QXOoe from PacerMonitor.com. The budget provided for total anticipated outflows, on a weekly basis, as follows: $118,257 for the week from November 1 to 7, 2021; $26,450 for the week from November 8 to 14, 2021; $26,750 for the week from November 15 to 21, 2021; $600 for the week from November 22 to 28, 2021; $38,278 for the week from November 29 to December 5, 2021; $600 for the week from December 6 to December 12, 2021; $26,500 for the week from December 13 to December 19, 2021; $600 for the week from December 20 to December 16, 2021; $25,208 for the week from December 27 to January 2, 2021; $7,420 for the week from January 3 to 9, 2022; $18,500 for the week from January 10 to 16, 2022; $8,600 for the week from January 17 to 23, 2022; and $26,627 for the week from January 24 to 30, 2022. About SCP Coldworks, LLC SCP Coldworks, LLC d/b/a Steel City Pops sells family-recipe pops in more than a dozen stores. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 21-02564) on October 29, 2021. In the petition signed by Philip L. Hodges, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge D. Sims Crawford oversees the case. Jeffery J. Hartley, Esq., at Helmsing Leach Herlong Newman and Rouse is the Debtor's counsel. SECONDWAVE CORP: Seeks Access to US Bank's Cash Collateral ---------------------------------------------------------- Secondwave Corporation asks the U.S. Bankruptcy Court for the Western District of Washington, Tacoma Division, for authority to use the cash collateral of US Bank. The Debtor requests access to cash collateral "in the form of post-petition payment of $100 per month on the tenth of each month." The Debtor says the "ordered payment will include the date of filing until the current month." Post-petition income earned by Secondwave may constitute cash collateral pursuant to 11 U.S.C. section 563(a) and 11 U.S.C. section 552(b)(2). In order to continue to generate income, Secondwave says it must be properly managed and operated. The Debtor requests that Ryan Rubel continue to operate the business as she has for the last 11 years. The Debtor requests that there be a reserve account acceptable to the creditor that will provide a monthly cash-collateral disbursement. On February 7, 2018, the Debtor executed a secured business loan agreement (asset-based) and a promissory note in the original amount of $50,000. The note was secured by a Commercial Security Agreement with US Bank. US Bank then filed a UCC-1 Financing statement on February 28, 2018, with the Washington State Department of Licensing the lender executed a UCC-1. The outstanding amount under the loan is $42,000. The Collateral which may secure the loans consists of the rotating inventory and cash. As of the bankruptcy filing date, August 9, 2011, total assets which may be subject to attachment are valued at $5,454. The bank is therefore under-collateralized by at a minimum $42,000. Secondwave's payments to US Bank are delinquent. The last payment made to US Bank was on November 15, 2019, in the amount $1,090. The Debtor has been operating its business using the equipment and assets that are secured by the lender. US Bank has not consented to the Debtor's use of any income generated from the operation of the business since the date of filing. A copy of the motion is available at https://bit.ly/3C1D8Gt from PacerMonitor.com. About Secondwave Corporation Secondwave Corporation is a Washington family-owned and operated for-profit corporation. Founded in 2011 serving over 100 charities, its primary business is recycling old cell phones through an online recycling program. To date, Secondwave has recycled over 150,000 devices. The old, damaged phones are recycled in the USA and newer phones are refurbished and resold; then Secondwave sells the phones on the wholesale market with prices ranging from $0.25 for scrap phones to over $150.00 for new phones. A portion of the proceeds is then given to a charity of the customer's choice. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-41320) on August 9, 2021. In the petition signed by Ryan Rubel, president, the Debtor disclosed up to $500,000 in assets and up tp $1 million in liabilities. David C. Smith at Law Offices of David Smith, PLLC is the Debtor's counsel. SECONDWAVE CORPORATION: Unsecureds to Get Share of Income for 5 Yrs ------------------------------------------------------------------- Secondwave Corporation filed with the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization dated Nov. 8, 2021. Secondwave Corporation, d/b/a Secondwave Recycling, is a Washington family-owned and operated for-profit corporation. Founded in 2011 serving over 100 charities, its primary business is recycling old cell phones through an online recycling program. The Debtor is owned by 32% Ryan Rubel and 32% by Michael Rubel. All other shareholders own less than 10%. The Plan of Reorganization proposes to pay creditors of Secondwave from future income, sales of phones on the wholesale market. In the past a major part of the Debtor's business came from consistent business in selling, and refurbishing phones. As of the date of this Plan, the Debtor's inventory is low and has slowly building the business back. The Debtor believes that, in the beginning it will be able to pay about $2,500 per month to the plan. The income and expenses of the business will need to reviewed yearly to determine if additional income has been generated requiring a modification of the plan filed to reflect greater amounts. Such modification may result in unsecured creditors being paid addition amounts. The Plan will treat claims as follows: * Class 1 consists of the Unsecured Claim of Swift Financial, Claim No.3. Swift Financial, as described in Claim No. 3 filed on 09/16/2021 the total amount of $22,956.85. This is an unsecured claim. This class is impaired. The claim will be paid pro rata. * Class 2 consists of the Unsecured Claim of Wesley Poritz, Claim No.4. Wesley Poritz, as described in Claim No. 4 filed on 09/21/2021 the total amount of $28,560. This is an unsecured claim. This class is impaired. This claim will be paid pro rata. * Class 3 consists of the Unsecured Claim of Wesly Poritz Claim No.5. Wesley Poritz, as described in Claim No. 5 filed on 09/21/2021 the total amount of $45,499. This is an unsecured claim. This class is impaired. This claim will be paid pro rata. * Class 4 consists of the Unsecured Claim of Zachary Bethke Claim No.6. Zachary Bethke, as described in Claim No. 6 filed on 09/23/2021 the total amount of $23,329. This is an unsecured claim. This class is impaired. This claim will be paid pro rata. * Class 5 consists of Creditors with allowed, timely filed, unsecured, non-priority claims of more than $2,000. All creditors with allowed, timely filed, unsecured, non-priority claims of more than $2,000 allowed under 11 U.S.C. Sec. 502 who do not choose treatment under Class 4. To date, $0.00 is the total amount of claims for this class. This class is impaired. This claim will be paid pro rata. The major source of the Debtor's income is from selling phones. The Plan is predicated upon income as set forth in the projections. The Debtor believes the projections are reasonable. Additionally, it is anticipated that the Debtor will sell any number of the phones over the course of the next one to five years and will take the proceeds and use that to significantly pay down the debts. Secondwave's financial projections shows that the Debtor will have projected disposable income for the proposed 60 months of plan payments of $2,500 a month. The numerical projections are based upon of successful operations with positive cash flow and experience in the business. Secondwave believes that if it was not for COVID, it would have continued to be profitable and would not have needed to file this Chapter 11 case. A full-text copy of the Plan of Reorganization dated Nov. 8, 2021, is available at https://bit.ly/3qvQxV2 from PacerMonitor.com at no charge. Attorney for the Debtor: DAVID C. SMITH Law Offices of David Smith, PLLC 201 Saint Helens Street Tacoma, WA 98402 Tel: (253) 272-4777 Fax: (253) 461-8888 About Secondwave Corporation Secondwave Corporation, d/b/a Secondwave Recycling, is a Washington family-owned and operated for-profit corporation. Secondwave filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 21-41320) on Aug. 9, 2021. The Debtor is represented by David C. Smith, Esq. of LAW OFFICES OF DAVID SMITH, PLLC. SOTO'S AUTO: Wins Continued Cash Collateral Access Thru Dec 1 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida has authorized Soto's Auto & Truck Repairs Service, Inc. to use cash collateral pursuant to the budget, pending a further hearing scheduled for December 1, 2021 at 1:15 p.m. The Debtor is permitted to use cash collateral including, without limitation, cash, deposit accounts, accounts receivable, and proceeds from its business operations in accordance with the budget, with a 10% variance. As previously reported in the Troubled Company Reporter, the Debtor has contracted prepetition debts to Snap-On Credit, LLC; the U.S. Small Business Administration; and merchant cash lenders, Funding Metrics, LLC; Nanoflex Capital; Radium2 Capital, LLC; and On Deck Capital, Inc. As adequate protection, the Lenders are granted a replacement lien on all types of collateral in which they held a security interest and lien, as of the Petition Date, to the same extent, validity and priority held as of that date. The Debtor will also maintain insurance coverage for the Collateral in accordance with the obligations under the loan and security documents. It will be an event of default if the Debtor exceeds the Variance without the prior written consent of the Lenders, which consent shall not be unreasonably withheld; provided, however, in the event of a default, the Debtor's authority to use Cash Collateral will continue unless the Lenders obtain an order by appropriate motion after notice and hearing requiring the Debtor to cease using Cash Collateral. No retainer or other payment will be made to Accounting & Business Partners, LLC absent prior approval of the Court. A copy of the order and the Debtor's budget for November 2021 is available for free at https://bit.ly/3H4WDl4 from PacerMonitor.com. The budget provided for total expenses, on a weekly basis, as follows: $33,349 for the week of November 1, 2021; $26,949 for the week of November 8, 2021; $22,600 for the week of November 15, 2021; and $26,949 for the week of November 22, 2021. About Soto's Auto & Truck Repairs Service, Inc. Soto's Auto & Truck Repairs Service, Inc. is a family-owned diesel truck repair company founded in March 2004. The Company provides heavy-duty truck repair and maintenance services, including engine repairs, overhauls, and replacements, as well as mobile truck repair and maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-04131) on August 6, 2021. In the petition filed by John Soto, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Roberta A. Colton oversees the case. Emily S. Clendenon, Esq., at Stichter, Riedel, Blain & Postler, P.A. is the Debtor's counsel. STATION CASINOS: Moody's Ups CFR to B1 & Rates New $500MM Notes B3 ------------------------------------------------------------------ Moody's Investors Service upgraded Station Casinos LLC's Corporate Family Rating to B1 from B2 and Probability of Default Rating to B1-PD from B2-PD. The company's existing senior secured revolver and term loans were upgraded to Ba3 from B1, and the company's existing senior unsecured notes were upgraded to B3 from Caa1. A B3 rating was assigned to the company's proposed $500 million senior unsecured notes. The company's Speculative Grade Liquidity rating remains SGL-2 and the rating outlook is stable. The upgrade of Station's CFR to B1 considers the improvement in operating performance since the company's casinos have reopened including robust free cash flow generation that exceeded $500 million over the last 12 months and a reduction in debt-to-EBITDA to below 4.0x as of September 2021. The company has been able to improve EBITDA margins significantly and increase absolute EBITDA levels back above pre-pandemic levels, with savings of $200 million as compared to pre-pandemic levels, including in areas such as labor and marketing spend. Moody's believes the company has the capacity to withstand an increase in debt from the proposed notes offering, and also has cushion to withstand a meaningful partial reversal of the margin gains, should such pressure arise over time, and still maintain debt-to-EBITDA leverage below 5.25x, supporting the upgrade to B1. Because the Palms was not reopened since closing in March 2020 due to the pandemic, the above credit metrics are not affected by the pending sale of the facility. Proceeds from the proposed $500 million notes, together with borrowings under the company's revolver, will be used to distribute a $344 million special shareholder dividend, repurchase up to $350 million common stock, and pay related fees and expenses. Moody's projects strong operating cash flow of over $500 million in 2022 along with $650 million of divestiture proceeds from the sale of the Palms casino as well as additional proceeds from the sale of land provides sufficient cash to fund the estimated $750 million of total costs (hard and soft construction costs, pre-opening expenses, etc.) for the proposed Durango Station development. Free cash flow will be weaker in 2022 and 2023 because capital spending will increase to fund the construction, but the development will thereafter add to the earnings base of the company. Construction in expected to start in the first quarter of 2022 and take approximately 18 to 24 months to complete. The following ratings/assessments are affected by the action: Ratings Upgraded: Issuer: Station Casinos LLC Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Senior Secured Term Loans (Term loan A and Term loan B1), Upgraded to Ba3 (LGD3) from B1 (LGD3) Senior Secured Revolving Credit Facility, Upgraded to Ba3 (LGD3) from B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD5) from Caa1 (LGD5) New Assignments: Issuer: Station Casinos LLC Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) Outlook Actions: Issuer: Station Casinos LLC Outlook, Remains Stable RATINGS RATIONALE Station Casinos LLC's B1 CFR reflects the historically stable operating results, limited supply growth, solid margins, positive free cash flow before growth capex and good liquidity. Station is constrained due to its limited geographic diversification and earnings vulnerability to changes in the general economic environment given the highly discretionary nature of consumer spending on casino gaming. Moody's projects Station's debt-to-EBITDA leverage will decline to a low to mid-4x range as the company continues to see strong operating results and improved EBITDA margins as compared to pre-pandemic levels. Moody's expects that EBITDA margins will decline from very high levels when competing entertainment alternatives are restored, and facility services and marketing ramp back up over time. As a casino operator, social risk is elevated, as evolving consumer preferences related to entertainment choices and population demographics may drive a change in demand away from traditional casino-style gaming. Station remains vulnerable to travel disruptions and unfavorable sudden shifts in discretionary consumer spending and the uncertainty regarding the sustainable EBITDA margin and the pace at which consumer spending at reopened gaming properties will recover. Station speculative-grade liquidity rating of SGL-2 reflects good liquidity. As of September 30, 2021, the company had $90 million of cash, and availability of $1,001.7 million on its revolving credit facility after $29.4 million of letters of credit. Along with cash on hand, the company drew down $250 million from the revolving credit facility after September 30, 2021 to repay the company's then outstanding $280 million 5% notes. Station has no near-term debt maturities, with its nearest maturity in 2025 given its recent refinancing in early 2020. The company's term loan A matures in February 2025, term loan B is due February 2027, and notes mature in 2025 and 2028. Station's bank credit facilities contain a minimum interest coverage ratio and a maximum total leverage ratio test. The company is in compliance with these covenants as of September 30, 2021. Moody's anticipates the company will remain in compliance with the covenants. The cash sources along with divestiture proceeds from the sale of the Palms casino as well as land provide funding for the proposed Durango Station development. 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, the recovery is tenuous, and continuation will be closely tied to containment of the virus. As a result, a degree of uncertainty around Moody's forecasts remains. Moody's regards the coronavirus outbreak as a social risk under Moody's ESG framework, given the substantial implications for public health and safety. The gaming sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, Station remains vulnerable to a renewed spread of the outbreak. Station also remains exposed to discretionary consumer spending that leave it vulnerable to shifts in market sentiment in these unprecedented operating conditions. Additional social risks for gaming companies includes high taxes and operating restrictions imposed by governments to mitigate the effects of problem gambling, and evolving consumer preferences related to entertainment choices and population demographics that may drive a change in demand away from traditional casino-style gaming. Younger generations may not spend as much time playing casino-style games (particularly slot machines) as previous generations. Data security and customer privacy risk is elevated given the large amount of data collected on customer behavior. In the event of data breaches, the company could face higher operational costs to secure processes and limit reputational damage. Governance risk includes concentration of control by the Fertitta family who has shown a willingness to increase leverage to support development spending as well as shareholder returns. The proposed notes will increase debt to repurchase common stock and pay a special dividend, which Moody's views as aggressive financial management. However, the company has stated leverage targets which include the use of free cash flow to reduce leverage levels. Moody's expects leverage will come down in 2022 due to solid earnings and debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook considers the recovery in the company's business and margin improvement exhibited since reopening, and the expectation for sustained revenue improvement with potential for some margin deterioration in 2022. The stable outlook also incorporates the company's good liquidity and the expectation for leverage to continue to come down from current levels as the business continues to recover and debt is reduced. Ratings could be downgraded if there is a decline in EBITDA performance from factors such as volume pressures or higher operating costs, liquidity deteriorates, or the company is unable to sustain debt-to-EBITDA below 5.25x. Ratings could be upgraded if the company generates consistent and comfortably positive free cash flow, revenue is growing, debt-to-EBITDA is sustained below 4.0x, and the company adheres to financial policies that maintain low leverage. The principal methodology used in these ratings was Gaming published in June 2021. Station Casinos LLC owns and operates ten major hotel/casino properties and ten smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. Station managed the Graton Resort & Casino located in Sonoma County, CA on behalf of The Federated Indians of Graton Rancheria through February 5, 2021. Station's net revenue for the LTM period ended September 30, 2021 was $1.54 billion. Station is owned by Red Rock Resorts, Inc., a publicly traded holding company whose principal asset is Station. Red Rock Resorts owns Station Casinos LLC; The Fertitta family controls approximately 86% of the voting rights and 40% of the economic interest in Red Rock Resorts. TELIGENT INC: Urged to Defend Price-Fixing Claims Outside Ch. 11 ---------------------------------------------------------------- Lydia Beyoud of Bloomberg Law reports that a group of labor unions, private insurers, and welfare benefit funds said that generic drugmaker Teligent Inc. must continue to defend its role in an alleged price-fixing conspiracy in federal district court despite the company's bankruptcy filing. The group, a plaintiff in the five-year-old multidistrict litigation, on Wednesday asked the U.S. Bankruptcy Court for the District of Delaware to lift the automatic stay that attached when Teligent filed Chapter 11 last October 2021. The stay, a function of bankruptcy law, automatically blocks lawsuits and other creditor actions to collect from a bankrupt debtor. 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. TIDEWATER REALTY: Unsecured Creditors to Get 100% After Plan Sale ----------------------------------------------------------------- Tidewater Realty Investors, LLC, submitted a Modified Subchapter V Plan. The Debtor operates a real estate business, now consisting of 4 properties in the Elkridge community of Howard County; specifically, 5721-25 Main Street, 5729 Main Street, 5749 Main Street, and 5753 Main Street. The properties are partially rented and in the process of renovation. The Plan will be funded from the sale of the Real Properties. The Real Properties shall be listed for sale, to be sold either individually or as an entirety. The Debtor shall have 6 months from the Effective Date in which to market and sell the Real Properties. In the event that the Real Properties, in whole or in part, are not sold within the six-month period, the Trustee shall auction off the Real Properties. Holders of Secured Claims will have the right to credit bid. Any sale(s) shall be subject to the provisions of 11 U.S.C. Sec. 363(m), which limits an objector's right of appeal. The Debtor will maintain insurance on the Real Properties until sold. The Trustee will serve as the Disbursing Agent under the Plan. Upon the sale of the Real Properties, all net proceeds received in excess of the secured claims and costs of sale shall be delivered to the Trustee for further distribution in accordance with the Plan. All references to Trustee will be interchangeable with Disbursing Agent, as applicable. In the event that there are funds available after final satisfying all allowed claimants, the Trustee shall deliver the remaining funds to the Debtor. The Secured Claim of Shellpoint (Claim 9) in the amount of $164,678 will be paid 100% upon sale of Real Properties. The Secured Claim of BSI Financial (Claim 10) in the amount of $172,652 will be paid 100% upon sale of Real Properties. Other Allowed General Unsecured Claim (Claim 2) in the claim amount of $2,777 will be paid 100% after sale of Real Properties. Equity interests will be retained pursuant to 11 U.S.C. Sec. 1191. A full-text copy of the Modifed Subchapter V Plan dated November 09, 2021, is available at https://bit.ly/3c5g2US from PacerMonitor.com at no charge. Attorneys for Debtor: Joseph M. Selba, Esq. Tydings & Rosenberg LLP 1 E. Pratt Street Baltimore, MD 21202 Tel: (410) 752-9700 E-mail: jselba@tydingslaw.com About Tidewater Realty Investors Tidewater Realty Investors, LLC, a company based in Glenwood, Md., filed a Chapter 11 petition (Bankr. D. Md. Case No. 21-13991) on June 16, 2021. In the petition signed by Brett Arnold, managing member, the Debtor disclosed $1 million to $10 million in both assets and liabilities. The Debtor tapped Tydings & Rosenberg, LLP as its legal counsel. Judge Nancy V. Alquist oversees the Debtor's Chapter 11 case. Stephne Metz is the court-appointed Subchapter V trustee. TIX CORPORATION: Obtains Interim Nod on $825,000 DIP Financing -------------------------------------------------------------- Judge Natalie M. Cox of the U.S. Bankruptcy Court for the District of Nevada granted Tix Corporation and Tix4Tonight, LLC interim authority to borrow $825,000 on a first priority, secured, superpriority basis from FDI DIP Lender, LLC, inclusive of $137,000 in secured letter of credit. Upon entry of the Interim Order, the Debtors may borrow under the DIP Loan Documents up to the initial advance amount of $310,000. The proceeds of the DIP Facility shall be used: (a) to pay costs, expenses and fees in connection with the preparation, negotiation, execution and delivery of the DIP Credit Agreement and the other DIP Financing Agreements; and (b) for general operating and working capital purposes in the ordinary course of business, for the payment of transaction expenses, for the payment of fees, expenses and costs incurred in connection with the Chapter 11 Cases, among other things. Judge Cox also authorized the Debtors to use the Cash Collateral and the advances under the DIP Facility during the period from the entry of the Interim Order and terminating upon notice by the DIP Lender to the Debtors of the occurrence and continuance of an event of default, and of the termination of the DIP Credit Facility. All DIP Obligations shall become due and payable, and all authority to use the proceeds of the DIP Facility and to use Cash Collateral shall cease on the earliest to occur of any of the following: * January 31, 2022; * the date of any notice given by DIP Lender to Debtors as a result of the occurrence of an Event of Default; * the failure of the Debtors to obtain entry of the Final Order on or before December 20, 2021; or * the effective date of an acceptable Plan of Reorganization or any other Chapter 11 plan. As security for the DIP Obligations, the DIP Lender is granted first priority, continuing and automatically perfected postpetition security interests and Liens on all of the DIP Collateral, subject only to the Carve Out. All DIP Obligations shall be an allowed superpriority administrative expense claim, with priority in the Debtors' Chapter 11 cases, subject only to the Carve Out. The DIP Lender shall have an allowed secured administrative claim for the Obligations until they are indefeasibly paid in full. The Carve Out includes, among other things, the reasonable fees and expenses of up to $50,000 actually incurred by the Case Professionals (and approved by a final order of the Bankruptcy Court) on and after the delivery by the Lender of a Carve-Out Trigger Notice, after application of any unapplied retainers. The DIP Lender shall also be deemed to be an additional covered "secured party" under all third party notifications in connection with all prepetition collateral access agreements, and all other agreements with third parties relating to any prepetition collateral. In addition, the DIP Lender is entitled to credit bid up to the full amount of the DIP Obligations. All reasonable out-of-pocket costs and expenses of the DIP Lender in connection with the DIP Financing Agreements will be paid by the Debtors whether or not the transactions contemplated are consummated. The Debtor shall not use the Cash Collateral, the Carve Out or advances under the DIP Facility to fund fees or costs incurred in connection with any challenge to the validity of the DIP Liens and claims of the DIP Lender. A copy of the Interim Order is available for free at https://bit.ly/3D4Q27I from PacerMonitor.com. The final hearing on the motion is scheduled for December 7, 2021 at 11 a.m., prevailing Pacific Time. Objections must be filed and served no later than November 23. Counsel for FDI DIP Lender, LLC (DIP Lender): Dawn M. Cica, Esq. Carlyon Cica Chtd. 265 E. Warm Springs Rd. Las Vegas, NV 89117 Email: dcica@carlyoncica.com About Tix Corporation Tix Corporation provides discount ticketing services, with discount ticket stores in Las Vegas under its Tix4Tonight marquee and its online ticket sales site, www.tix4tonight.com, which offered discount tickets for shows, concerts, attractions, and tours as well as discount dining and shopping offers. Tix Corporation and Tix4Tonight, LLC filed their voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 21-14170) on Aug. 24, 2021. Kimberly Simon, chief operating officer, signed the petitions. In the petitions, the Debtors listed as much as $10 million in both assets and liabilities. Judge Natalie M. Cox oversees the cases. The Debtors tapped Griffin Hamersky, LLP as bankruptcy counsel; Schwartz Law, PLLC as Nevada counsel; Greenberg Traurig, LLP as special corporate and securities counsel; and Rock Creek Advisors, LLC as financial advisor. TLA TIMBER: Seeks Cash Collateral Access ---------------------------------------- TLA Timber, LLC asks the U.S. Bankruptcy Court for the Middle District of Georgia for authority to use cash collateral. TLA Timber says Commercial Credit Group, Inc. holds security interests in the Debtor's accounts receivable and other cash. CCG is in first priority according to UCC records filed. Meanwhile, CT Corporation System, as representative, may claim a security interest in accounts due to UCC financing statement 007-2021-036601. This security interest is inferior to CCG's, according to TLA Timber. Prior to the bankruptcy filing, the Debtor was permitted by CCG to use revenues from collateral for payment of expenses necessary for the operation of its business. The Debtor now proposes to use the revenues of operations to pay operating expenses incurred in the normal course of its business. As adequate protection, the Debtor proposes to grant CCG and CT a post-petition security interest in post-petition receivables and proceeds to the same extent and priority that it held a prepetition security interest in such receivables and proceeds, and to provide adequate protection payments to CCG in exchange for CCG's consent to the Debtor's continued use of cash collateral postpetition. A copy of the motion is available at https://bit.ly/30m6Gl3 from PacerMonitor.com. About TLA Timber, LLC TLA Timber, LLC owns and operates a logging business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 21-51009) on October 29, 2021. In the petition signed by Ross Elmer Davis, managing member, the Debtor disclosed up to $1 million in asset and up to $10 million in liabilities. Wesley J. Boyer, Esq., at Boyer Terry LLC is the Debtor's counsel. TRADER CORP: S&P Alters Outlook to Stable, Affirms 'B' ICR ---------------------------------------------------------- On Nov. 11, 2021, S&P Global Ratings revised the outlook on Toronto-based Trader Corp. to stable from negative. At the same time, S&P Global Ratings affirmed its 'B' issuer credit rating on the company. S&P said, "We also affirmed our 'B' issue-level rating, with a '3' recovery rating, on Trader's senior secured term loan. The '3' recovery rating reflects our expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in an event of default. "The stable outlook reflects our expectation that the company will exhibit revenue and EBITDA growth spurred by both dealer growth and an increased shift to digital solutions amid the robust demand for used cars." The outlook revision reflects Trader's improving credit metrics based on favorable year-to-date operating performance. Trader's revenues and EBITDA for the LTM period increased by 30% and 50%, respectively, reflecting a rebound in demand for vehicles in 2021. As a result, the company's debt to EBITDA (on an S&P Global Ratings' adjusted basis) improved to about 16.6x (5.5x excluding preferred shares) compared with 24.5x (8.6x excluding preferred shares) during the same LTM period last year. S&P Global Ratings treats preferred shares contributed by Thoma Bravo LLC as 100% debt and includes the value of those shares (approximately C$1.4 billion as of Sept. 30, 2021) in its debt calculations. S&P said, "We expect the positive operating performance will have a meaningful impact on the company such that Trader maintains debt to EBITDA and FOCF to debt of about 16.0x-16.5x and 3%-4% for the next 12 months (5.0x-5.5x and 10%-11%, respectively, excluding preferred shares). Furthermore, we expect that, owing to positive free-cash flow generation, cash on the balance sheet of C$112 million, and a C$50 million undrawn revolver, Trader should maintain adequate liquidity over the next 12 months." Favorable operating performance will likely be underpinned by positive consumer demand for used cars and dealers' adoption of digital solutions. Although the pandemic led to temporary softness in demand in 2020, demand rebounded by the second half of the year, matching 2019 sales. Sustained demand for used cars, to which Trader has a higher exposure, has supported the company's performance when new-car inventory has remained low. To assist dealers in the wake of pandemic-related closures and mitigate potential customer attrition, Trader waived its marketplace tariffs for dealers for April and May 2020. Although this strategy pressured the company's performance in second-quarter 2020, it allowed Trader to retain its dealer base and onboard new dealers in a very competitive environment. Subsequently, the company reinstated its fees, and dealer sales of used and new cars rebounded under strong pricing conditions that supported Trader's performance for the past 12 months. S&P said, "We view positively Trader's strong market position as Canada's leading automobile-focused digital marketing services provider (about 50% share of total dealers in Canada), strong dealer network, premium product offering, and operation in the countercyclical used-car market, and consider these factors as key to the company's operating performance recovery. Furthermore, we believe the secular trend toward dealers' use of digital solutions and software should continue to positively support Trader's operating performance for the next 12 months. Therefore, we expect Trader will maintain mid-to-high single-digit revenue growth and maintain EBITDA margins (on an S&P Global Ratings' adjusted basis) in the 38%-40% range through 2022. "We view the impact of car inventory shortages on Trader, caused by the ongoing semi-conductor shortage, as transient." The company generates about 85% of its revenues from automotive dealers that subscribe to its wide range of inventory management and marketing services. The subscription fees are also tied to car inventory levels held by the dealers. The ongoing global microchip shortage has led to delayed new-car production, which in turn has led to meaningfully lower inventory listings and marketing/advertising revenue for Trader. Amid this temporary headwind, Trader continues to provide new product solutions and service bundles to retain dealers and maintain its wallet share. Since we view the inventory shortage situation as transient and believe that Trader, being Canada's leading automobile solutions provider and focused primarily on used cars, should be able to successfully manage through this situation. Financial sponsor ownership constrains ratings upside. S&P said, "We anticipate Trader will maintain a stable debt-to-EBITDA profile for the next 12 months. However, in our view, the company's ability to deleverage beyond a certain point is limited given Trader's ownership by financial sponsor Thoma Bravo. Should leverage decline below 5x, we would expect this to be temporary because cash flows and possibly incremental debt would be directed toward shareholder returns. Therefore, we believe that ratings upside for Trader is constrained for the near term. "The stable outlook reflects our expectation that the company will exhibit revenue and EBITDA improvement spurred by both by dealer growth and increased shift to digital solutions among the robust demand for used cars. The stable outlook also incorporates our expectation that Trader should maintain adjusted debt to EBITDA and FOCF to debt of about 16.0x-16.5x and 3.5%-4.0%, respectively (5.0x-5.5x and 10%, respectively, excluding the preferred shares) . "We could lower our ratings on Trader if the company's debt to EBITDA were to weaken to about 20x or FOCF to debt were to weaken meaningfully from current 3.5% (to 7x and 5%, respectively, both excluding preferred shares) . We expect that such a scenario could arise if there are dealer subscription losses and reduced website traffic stemming from a weakening economic environment or increased competition in 2022. "Although unlikely within the next 12 months, we could raise the rating on Trader if we expect that the company would maintain debt to EBITDA below 16x (5x, excluding preferred shares) on a sustained basis and maintain a prudent financial policy." TRUE ENTERPRISE: Seeks to Use SBA's Cash Collateral --------------------------------------------------- True Enterprise, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize, pursuant to a proposed budget and on an emergency basis, the use of cash collateral to fund the operating expenses of its business. The Debtor, on the Petition Date, had cash collateral consisting of $69,110 of cash and approximately $40,000 of accounts receivable, as well as inventory valued at approximately $300,000 and furniture and fixtures valued at $1,795. Prepetition, the Debtor borrowed $128,200 from the U.S. Small Business Administration under a Secured Disaster Loan Agreement, for which the SBA filed a UCC-1 Financing Statement with the Florida Secretary of State to collateralize the Debtor's personal property as security for its claim. The Debtor intends to grant the SBA replacement lien on postpetition collateral to the extent the SBA's prepetition collateral is diminished by the Debtor's use of the cash collateral. A copy of the motion is available for free at https://bit.ly/3mSFWkI from PacerMonitor.com. About True Enterprise, LLC True Enterprise is a licensed compost facility in Broward County that properly disposes of vegetative landscaping waste by recycling it into composted soil. True Enterprise, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-19977) on Oct. 18, 2021. The petition was signed by Ron Nigro, trustee of The Ron Nigro Living Trust. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 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 counsel. UA INVESTMENTS: Seeks Cash Collateral Access -------------------------------------------- UA Investments LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral and provide adequate protection. The Debtor's secured mortgage lender, Palak Capital Investments, LLC, holds a promissory note and deed to secure debt on the property. The Debtor's operating revenues are derived from the collection of monthly rents from its tenants at a commercial strip shopping center located in 1600 and 1608 Shorter Ave. Rome, Georgia. The Debtor's November 2021 Budget includes an initial adequate protection payment to Palak in the amount of $11,506 for the month of November 2021, with subsequent monthly adequate protection payments in the amount of $11,506 starting in December 2021. A copy of the order and the Debtor's budget is available at https://bit.ly/3HaF2YS from PacerMonitor.com. About UA Investments LLC UA Investments LLC, a Single Asset Real Estate debtor (as defined in Section 101(51B) of the Bankruptcy Court), is the fee simple owner of a shopping center located at 1600 & 1608 Shorter Avenue, in Rome, Georgia, having a current value of $2.69 million. The Debtor filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 21-53437) on May 1, 2021. As of the Petition Date, the Debtor disclosed $2,694,762 in total assets and $1,249,923 in total liabilities. Mohammad Gaffar, member/manager, signed the petition. Eric E. Thorstenberg, Attorney at Law, LLC is the Debtor's counsel. UKG INC: Moody's Affirms B2 CFR, Outlook Remains Stable ------------------------------------------------------- Moody's Investors Service affirmed UKG Inc.'s existing ratings, including its B2 Corporate Family Rating and the B1 and Caa1 ratings for its 1st lien and 2nd lien credit facilities, respectively. The ratings outlook is stable. The ratings action was prompted by UKG's plans to issue an incremental $1 billion of 1st lien term loans and $500 million of 2nd lien term loans. The company intends to use approximately $1 billion of net proceeds to distribute cash to its parent holding company and retain $500 million of cash at the borrower group for future acquisitions. Affirmations: Issuer: UKG Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Gtd Senior Secured 1st Lien Term Loan, Affirmed B1 (LGD3) Gtd Senior Secured 1st Lien Revolving Credit Facility, Affirmed B1 (LGD3) Gtd Senior Secured 2nd Lien Term Loan, Affirmed Caa1 (LGD6) Outlook Actions: Issuer: UKG Inc. Outlook, Remains Stable RATINGS RATIONALE The affirmation of UKG's ratings reflects Moody's view that UKG's strong business profile mitigates its risk from a weak financial profile resulting from the large increase in debt. The B2 CFR is supported by UKG's large operating scale and strong market position in the Workforce Management, Human Resource and payroll applications software markets. According to management, Software as a Service (SaaS) bookings growth has accelerated and was around the mid teens percentage for the fiscal year ended September 2021. The strong SaaS bookings growth, coupled with the company's $2.7 billion (and growing) of recurring software revenues provide high revenue and operating cash flow visibility over the next 12 to 18 months. The B2 CFR additionally reflects Moody's view that UKG's large base of recurring revenues and high growth rates in subscription revenues provide good equity cushion despite its very high debt levels. UKG's management has a solid track record of execution and generating strong revenue growth. Moody's expects revenue growth of at least 10%, led by subscription revenue growth in the mid to high teens percentages over the next 2 to 3 years, and improvement in operating margin from scale efficiencies. The company has good growth opportunities from converting legacy Kronos' maintenance-paying customers into subscription services with higher lifetime revenues and increasing penetration of HR software and payroll services in small and mid-size enterprise accounts. The merger between The Ultimate Software Group, Inc. and Kronos Incorporated in April 2020 has created upside to growth from cross-selling a broader portfolio of software solutions in a larger installed base. At the same time, UKG's credit profile is constrained by its very high levels of debt and limited financial flexibility. Governance considerations, specifically, UKG's high financial risk tolerance and debt-funded distributions negatively influence its credit profile. Moody's expects that the company will continue to rely on debt to fund acquisitions and capital returns to shareholders, which could keep financial leverage persistently high. Moody's expects UKG to generate free cash flow in the range of 3% to 5% of total lease-adjusted debt through FY '23. But cash outflows related to UKG's stock-based payments liability and term loan amortization will consume the majority of its free cash flow over the next 12 to 24 months. UKG's $262 million of cash, an undrawn $425 million of revolving credit facility, and Moody's estimates of over $300 million of free cash flow provide adequate liquidity relative to anticipated funding requirements, including cash required to settle stock-based incentive payments. The stable rating outlook is based on Moody's expectation that UKG will maintain good liquidity and generate strong revenue growth and over $300 million in free cash flow (before potential outlays for employee stock compensation liability) in FY '22. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given UKG's very high leverage, a rating upgrade is not expected in the intermediate term. Over time, the ratings could be upgraded if the company demonstrates a track record of conservative financial policies and it maintains strong growth and sustains free cash flow in the high single digit percentages of adjusted debt. Conversely, the ratings could be downgraded if organic revenue decelerates below high single digits, liquidity weakens, or Moody's expects free cash flow to remain below 2% of total adjusted debt as a result of an increase in debt, execution challenges or elevated investments. UKG was formerly known as The Ultimate Software Group, Inc. The company is a leading provider of workforce management, human resources and payroll software applications. Affiliates of Hellman & Friedman have controlling equity interest in the company. Funds affiliated with Blackstone, GIC, Canada Pension Plan Investment Board, and JMI Equity own minority interests in UKG. The principal methodology used in these ratings was Software Industry published in August 2018. VALLEY HOSPICE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Valley Hospice of Arizona, Inc. 1350 E. McKellips Road, Suite 5 Mesa, AZ 85203 Business Description: Valley Hospice of Arizona Inc. is a provider of esteemed Hospice care services, providing end-of-life care to ailing patients with chronic and terminal illness in Mesa, Arizona. Chapter 11 Petition Date: November 12, 2021 Court: United States Bankruptcy Court District of Arizona Case No.: 21-08392 Debtor's Counsel: Thomas G. Luikens, Esq. THOMAS G. LUIKENS, P.C. 2700 N. Third Street, Suite 2005 Phoenix, AZ 85004-4602 Tel: 602-277-4849 Fax: 602-468-9928 E-mail: tom@thomasluikens.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christine Muturi Lewis, president/owner. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: 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/73LQKUI/VALLEY_HOSPICE_OF_ARIZONA_INC__azbke-21-08392__0001.0.pdf?mcid=tGE4TAMA VIASAT INC: Inmarsat Transaction No Impact on Moody's B2 CFR ------------------------------------------------------------ Moody's Investors Service commented that Viasat, Inc.'s announced acquisition of Inmarsat is credit positive but has no immediate impact on the company's B2 corporate family rating and stable outlook as certain specific details of the transaction have not yet been made available. Headquartered in Carlsbad, California, Viasat, Inc. operates a consumer satellite broadband internet business, an in-flight connectivity business, and provides satellite and related communications, networking systems and services to government and commercial customers. Revenue for the twelve months ended September 30, 2021 was $2.5 billion. VISTAGEN THERAPEUTICS: Posts $12.8-Mil. Net Loss in Second Quarter ------------------------------------------------------------------ VistaGen Therapeutics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss and comprehensive loss of $12.79 million on $358,000 of total revenues for the three months ended Sept. 30, 2021, compared to a net loss and comprehensive loss of $3.30 million on $334,000 of total revenues for the three months ended Sept. 30, 2020. For the six months ended Sept. 30, 2021, the Company reported a net loss and comprehensive loss of $20.54 million on $712,100 of total revenues compared to a net loss and comprehensive loss of $6.42 million on $334,000 of total revenues for the six months ended Sept. 30, 2020. As of Sept. 30, 2021, the Company had $100.50 million in total assets, $19.84 million in total liabilities, and $80.66 million in total stockholders' equity. At Sept. 30, 2021, the Company had cash and cash equivalents of approximately $93.6 million. "We continued our strong performance throughout the quarter with notable advances in all programs for our lead product candidate, PH94B. We advanced our PALISADE Phase 3 Program in social anxiety disorder with the initiation of a second Phase 3 study, PALISADE-2, and our PALISADE Long-term Safety Study," said Shawn Singh, chief executive officer of VistaGen. "We also launched our exploratory Phase 2A clinical program for PH94B to begin to assess its therapeutic potential in anxiety indications beyond SAD. Our Phase 2A study of PH94B in its second potential indication, adjustment disorder with anxiety, is now underway. Adjustment disorder with anxiety is among several anxiety disorders which have emerged with greater prevalence during the COVID pandemic. In addition, we recently reported data from a PH94B preclinical study that strongly support its potential mechanism of action, suggesting that, in sharp contrast to all antidepressants, benzodiazepines and betablockers used to treat anxiety disorders, PH94B has the potential to achieve rapid-onset anti-anxiety effects without requiring systemic uptake or causing benzodiazepine-like side effects and safety concerns." "These milestones are encouraging advances in our focused efforts to develop and commercialize PH94B, first and foremost for the acute treatment of anxiety in adults with social anxiety disorder, if our PALISADE Phase 3 Program is successful, and ultimately for anxiety indications beyond SAD," added Mr. Singh. "As we diligently pursue our goals for our CNS pipeline through 2022 and well beyond, we are well positioned to deliver on our mission to improve the mental health and daily lives of millions in the U.S. and around the world who are suffering from the debilitating effects of anxiety and depression." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001411685/000143774921026161/vtgn20210930_10q.htm About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics -- http://www.vistagen.com-- is a biopharmaceutical company committed to developing and commercializing innovative medicines with the potential to go beyond the current standard of care for anxiety, depression, and other CNS disorders. VistaGen reported a net loss and comprehensive loss of $17.93 million for the fiscal year ended March 31, 2021, compared to a net loss and comprehensive loss of $20.77 million for the year ended March 31, 2020. As of June 30, 2021, the Company had $103.91 million in total assets, $18.29 million in total liabilities, and $85.62 million in total stockholders' equity. VIZIV TECHNOLOGIES: Nov. 17 Deadline Set for Panel Questionnaires ----------------------------------------------------------------- The United States Trustee is soliciting members for committee of equity security holders in the bankruptcy case of Viziv Technologies, LLC. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3opUAj7 and return it to lisa.l.lambert@usdoj.gov and meredyth.a.kippes@usdoj.gov , attention Lisa L. Lambert and Meredyth Kippes, at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Nov. 17, 2021. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Viziv Technologies Viziv Technologies, LLC is an electronics company in Italy, Texas, which specializes in the field of electromagnetic surface waves. On Oct. 7, 2020, creditors Surface Energy Partners LP, Kendol C. Everroad and Jamison Partners, LP, filed an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32554) against Viziv Technologies. The creditors are represented by Kenneth Stohner Jr., Esq., at Jackson Walker, LLP. Judge Stacey G. Jernigan, who oversees the case, entered an order for relief on Oct. 12. Cavazos Hendricks Poirot, PC, is the Debtor's bankruptcy counsel. The Debtor tapped Allred & Wilcox, PLLC, The Beckham Group and King & Fisher Law Group, PLLC as special counsel; Stout Risius Ross, LLC as investment banker; RSM US LLP as auditor; and Johnson McNamara, LLC as accountant. 3:10 Capital WPF VII LLC, a post-petition lender, filed a Chapter 11 plan of reorganization for the Debtor on Sept. 3, 2021. KBST Investments, LLC filed its proposed Chapter 11 plan of liquidation for the Debtor on Sept. 6. WESTERN MIDSTREAM: Moody's Alters Outlook on Ba2 CFR to Positive ---------------------------------------------------------------- Moody's Investors Service changed the outlook for Western Midstream Operating, LP's (WES Operating) ratings to positive from negative and affirmed its existing ratings, including the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and the Ba2 senior unsecured notes rating. Its Speculative Grade Liquidity Rating was changed to SGL-1 from SGL-2. "The change in the rating outlook to positive for WES Operating reflects a similar change to the ratings outlook for Occidental Petroleum, WES Operating's primary customer and owner of Western Midstream Holdings LLC, which owns the general partner interest in WES Operating's parent," stated James Wilkins, Moody's Vice President. "WES Operating financial metrics have improved in 2021, but its Ba2 CFR is effectively capped by OXY's Ba2 rating." The following summaries the ratings activity Upgrades: Issuer: Western Midstream Operating, LP Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Issuer: Western Midstream Operating, LP Outlook, Changed To Positive From Negative Affirmations: Issuer: Western Midstream Operating, LP Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 RATINGS RATIONALE The change in WES Operating's outlook to positive reflects its improving credit metrics as throughput volumes recover from the lows realized during the coronavirus pandemic and Occidental Petroleum Corporation's (OXY) positive outlook. Moody's expects OXY will remain focused on debt reduction (targeting a balance sheet debt amount in the mid-$20 billion range) and its credit metrics will continue to improve in 2022. The strengthening OXY financial profile will bolster its capacity to withstand negative credit impacts from carbon transition risks. While financial performance of OXY will continue to be influenced by industry cycles, compared to historical experience Moody's expects future profitability and cash flow in this sector to be less robust at the cycle peak and worse at the cycle trough because global initiatives to limit adverse impacts of climate change will constrain the use of hydrocarbons and accelerate the shift to less environmentally damaging energy sources. WES Operating's CFR is effectively capped by OXY's Ba2 CFR, reflecting the significant majority of WES Operating's throughput volumes and EBITDA that is generated by OXY as its primary customer, and the control OXY exerts as the owner of the general partner of WES Operating's parent. OXY's positive outlook reflects the improvements in the company's credit profile following growth in earnings and the repayment during the first nine months 2021 of $4.5 billion of debt with free cash flow and asset divestiture proceeds. The attractive oil and gas commodity price environment in 2021 has allowed OXY to grow its EBITDA and free cash flow, but it continues to have elevated debt balances resulting from the 2019 acquisition of Anadarko. While many of its credit attributes could support a higher rating, WES Operating's high customer concentration risk with OXY combined with OXY's controlling ownership of Western Midstream Holdings LLC limits WES Operating's rating to that of OXY. WES Operating's credit risks include its reliance on OXY as its primary customer, and its indirect exposure to commodity prices which influence WES Operating's throughput volumes. Supporting its credit profile, WES Operating has long-term fee-based natural gas and crude oil gathering and processing, and water handling contracts, with a portion of natural gas and liquids contracts backed by either minimum volume commitments (MVCs) or cost-of service contract constructs. The SGL-1 Speculative Grade Liquidity rating reflects Moody's expectation that WES Operating will have very good liquidity through 2022, supported by cash flow from operations, existing cash balances and available borrowing capacity under its $2 billion unsecured bank revolving credit facility. The company has generated positive free cash flow since cutting its distribution rate for the second quarter 2020. As of September 30, 2021, there was $220 million outstanding under the revolving credit facility and available capacity of $1.8 billion, after accounting for $5.1 million of outstanding letters of credit. The revolver, which has a scheduled February 2025 maturity date ($100 million will mature in February 2024), is unsecured and has a financial maintenance covenant limiting debt to EBITDA to 5x. Moody's expects WES Operating to remain in compliance with the covenant through 2022. WES Operating's next scheduled debt maturity is its $581 million of senior notes due in July 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS WES Operating's ratings could be upgraded if OXY's CFR were upgraded and WES Operating's leverage remained below 4.5x (3.7x as of June 30, 2021). WES Operating's CFR could be downgraded if OXY's CFR is downgraded or if WES Operating's debt to EBITDA rises above 5.5x or if distribution coverage approaches 1x. The principal methodology used in these ratings was Midstream Energy published in December 2018. WES Operating, headquartered in The Woodlands, Texas, provides midstream energy services primarily to Occidental Petroleum Corporation (OXY, Ba2 positive), as well as other third-party oil and gas producers and customers. Western Midstream Partners, LP (WES), a publicly traded MLP, owns a 98% limited partner interest in WES Operating and a 100% equity interest in Western Midstream Operating GP, LLC, which holds the non-economic general partner interest in WES Operating. OXY owns Western Midstream Holdings, LLC, WES's general partner. YOURELO YOUR: Updates City of Revere's Claim Pay Details -------------------------------------------------------- Plan proponent Devyap Realty Group, Inc., submitted a Second Amended Disclosure Statement describing Second Amended Plan of Reorganization for Debtor Yourelo Your Full-Service Relocation Corporation dated November 9, 2021. Under the terms of the Plan, the Plan Proponent will pay the City of Revere's Allowed Claim, all Administrative Claims and all Priority Tax Claims in full on the Effective Date. Furthermore, under the Plan, the Plan Proponent will pay all unsecured creditors of the Debtor the full amount of their Allowed Claims over 2 years, in equal monthly payments. The Plan also provides that all assets of the Debtor shall vest in Devyap, the Third-Party Plan Proponent, on the Effective Date of the Plan. Under the Plan title to the Property will vest in the Plan Proponent pursuant to the terms of the Plan on the Effective Date. All other assets of the Debtor will vest in the Plan Proponent including but not limited to, commercial use vehicles including 4 trailers and 4 Isuzu trucks, 2 of which are inoperable, a pre-petition claim against Arbella Insurance, and all personal, legal, equitable, tangible or intangible, assets or property, whether known or unknown, owned by the Debtor. The City of Revere's claim is classified under Class One of the Plan. The City of Revere claims to hold secured pre-petition claim in the amount of $438,985.13. Such claims is unimpaired and not entitled to vote on the Plan. The City of Revere has filed a proof of claim alleging that it was owed $438,985.13 as of the Petition Date. The City of Revere also asserts that it is entitled to post petition interest and attorneys' fees. Devyap disputes the validity of this assertion. For the purposes of calculating the Confirmation Escrow Deposit, Devyap estimates that the amount that will be required to satisfy the City of Revere's Claim will not exceed $438,985.13. Devyap shall pay the full amount of the City of Revere's Allowed Claim either: (i) on the Effective Date if such claim becomes an Allowed Claim by a final non-appealable order of the Bankruptcy Court prior thereto; or (ii) if the City of Revere's claim remains a Disputed Claim on the Effective Date, within 14 days following the date on which the City of Revere's claim becomes an Allowed Claim by a final non-appealable order of the Bankruptcy Court. Like in the prior iteration of the Plan, each Class Two Claimant will receive the full amount of his/her/its Allowed Claim(s) in 24 equal monthly payments commencing on the Initial Payment Date. Class two claims are impaired and are entitled to vote on the Plan. Devyap has a total of $745,000.00 in available lines of credit from Citizens Bank and Raymond C. Green Inc., which Devyap intends to use to fund, in part, the Confirmation Escrow Deposit and the Distributions under the Plan. Devyap does not expect to be in a position to generate any rental income from the Property for at least 2 years following the commencement of any restoration project it may undertake due to the difficulties of the project site and the permitting and planning timelines projected by its engineer Fort Point Associates. The Plan Proponent, Devyap, does however have sufficient resources to make all disbursements called for under the Second Amended Plan of Reorganization. Devyap is also prepared to use retained earnings that it has generated by these operations which will provide in excess of $250,000.00 in cash to fund any remainder of its immediate cash obligations under the Plan as well as any newly accrued property taxes, property insurance costs and/or costs associated with the routine upkeep of the Property that exceed its credit facilities. A full-text copy of the Second Amended Disclosure Statement dated Nov. 9, 2021, is available at https://bit.ly/3orGg9S from PacerMonitor.com at no charge. Devyap Realty is represented by: Thomas H. Curran Christopher Marks Curran Antonelli, LLP Ten Post Office Square, Suite 800 South Boston, MA 02109 Tel: 617-207-8670 E-mail: tcurran@curranantonelli.com cmarks@curranantonelli.com About Yourelo Your Full-Service Relocation Yourelo Your Full-Service Relocation Corporation is a real estate lessor based in Revere, Mass. It conducts business under the name Gentle Movers. Yourelo sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-13602) on Oct. 23, 2019. The petition was signed by Umida Yusupova, president. At the time of filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Christopher J. Panos oversees the case. The Debtor is represented by Casner & Edwards, LLP. YS GARMENTS: Moody's Raises CFR to B2, Outlook Remains Stable ------------------------------------------------------------- Moody's Investors Service upgraded YS Garments, LLC's (dba "Next Level Apparel") ratings, including its corporate family rating to B2 from B3, probability of default rating to B2-PD from B3-PD, and senior secured credit facilities to B2 from B3. The rating outlook remains stable. The upgrade reflects Next Level Apparel's continued strong performance in 2021 after successfully maintaining liquidity and managing inventory in 2020 during the height of the pandemic. Next Level Apparel's revenue and earnings have grown in 2021 with the recovery of consumer and business spending. Earnings improvement combined with some debt reduction has resulted in a significant improvement in credit metrics including Moody's adjusted debt/EBITDA of 3.1x for the LTM period September 30, 2021. Upgrades: Issuer: YS Garments, LLC Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Gtd Senior Secured Revolving Credit Facility, Upgraded to B2 (LGD3) from B3 (LGD3) Gtd Senior Secured Term Loan, Upgraded to B2 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: YS Garments, LLC Outlook, Remains Stable RATINGS RATIONALE Next Level Apparel's B2 CFR reflects its small revenue scale and narrow product focus relative to the global apparel industry as well as its high concentration of sales with three large distributor customers. While the rating reflects governance risks related to private equity ownership, the company has historically maintained moderate leverage. The rating also reflects Next Level Apparel's well-recognized brand name within the print wear industry, and stable customer relationships illustrated by the strong sales momentum with top customers, which is typically driven by recurring purchases for inventory replenishment. The rating also reflects the limited fashion risk of premium basic apparel, a shift in consumer preference towards higher quality basic apparel designs, fabric and fit, expanding product offerings, and reduced price differentials versus more commoditized basic apparel. Next Level Apparel has grown rapidly since its creation in 2003, and with an asset-light and fully outsourced business model, it has achieved very strong profit margins that are consistent with many premium apparel brands. The stable outlook reflects Moody's expectation for good liquidity and maintenance of credit solid credit metrics. Next Level's liquidity is good. The company took significant action to reduce costs and preserve cash during the pandemic. Effective inventory management resulted in strong positive free cash flow generation and a sizeable year end cash balance in 2020. As a result, working capital investment was necessary to support a return to revenue growth which led to negative free cash flow in the first half of 2021. However, the company returned to positive free cash flow in Q3 and Moody's expect ample availability under its $50 million senior secured revolving credit facility due 2023. The company has ample liquidity to support near term cash flow needs including a potential sizable cash flow sweep requirement and a need to rebuild working capital to support a return to revenue growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade would require continued strong revenue growth while maintaining margins near current levels, as well as greater product, channel and geographic diversity. An upgrade would also require the company to maintain good liquidity and financial policies that preserve a stronger quantitative credit profile. Quantitatively, an upgrade would require lease-adjusted debt/EBITDAR sustained below 4.0x and EBITA/Interest over 3.0x. The ratings could be downgraded if operating results were to turn negative, financial policies become more aggressive or liquidity materially erodes, particularly if free cash flow were to turn negative. Quantitatively, the ratings could be downgraded if lease-adjusted debt/EBITDAR rises above 5.5x and EBITA/Interest falls below 2.0x. Headquartered in Torrance, California, Next Level Apparel designs and provides branded active wear to the premium basic segment of the US wholesale print wear industry. Private equity firm Blue Point Capital partners acquired a majority stake in the company in August 2018. The principal methodology used in these ratings was Apparel published in June 2021. [*] 2021 Nondebtor Release Prohibition Act Will End Texas Two-Step ------------------------------------------------------------------ Shmuel Vasser, writing for Dechert LLP, wrote an article on JDSupra titled "New Bill Would End the 'Texas Two-Step' and Eliminate Non-Debtor Releases in Chapter 11." In the first week of November 2021, the House Judiciary Committee voted to send the Nondebtor Release Prohibition Act of 2021 to the floor of the house for vote. If passed, the bill would introduce two major amendments to the Bankruptcy Code. As foreshadowed by its title, the bill seeks to end the ability of non-debtor parties from obtaining a release in a Chapter 11 case of their affiliated entity. The bill would also terminate the use of "divisive mergers" in Chapter 11, a corporate reorganization tool made available by Texas and Delaware that allows companies to assign liabilities to a subsidiary that can then seek the protective auspices of bankruptcy. Third-Party Release Third-party releases, and especially non-consensual third-party releases in Chapter 11 plans, have been a sticking point for at least a decade. In almost every large (and even not so large) case, the debtors include some version of a third-party release provision which garners objections from affected creditors and the office of the United States Trustee. The U.S. Trustee has been consistently objecting to these provisions in cases across the country, arguing that they violate the Bankruptcy Code (and the Constitution). Nonetheless the majority of lower courts approve them as does the majority of the Circuit courts. The bill would introduce section 113 to Chapter 1, Title 11 of the United States Code. The new section provides three major changes to the Bankruptcy Code. First, § 113(a) would restrict a court from approving any provision in a "plan of reorganization or otherwise" that discharges or modifies the liability of a non-debtor entity. Second, § 113(b)(5) includes would produce a carve-out to subsection (a), whereby the court is reserved the power to approve the “disposition of a claim or cause of action” of a non-debtor to the extent that each non-debtor affected by a proposed release consents in writing to the release and the consent or lack thereof does not affect its treatment under the plan. Finally, § 113(c) limits the effect of any order or decree under Chapter 11 temporarily staying the commencement or continuation of a proceeding against a non-debtor to 90 days except on the affected creditors' consent. Texas Two Step In the last year or so, several companies created newly formed subsidiaries, to absorb mass litigation liabilities and filed for bankruptcy. The internal restructuring named "Texas Two Step" gets its name thanks to the Texas divisive merger statute which permits an entity to split itself into one or more entities and assign certain assets and liabilities to one of these newly created entities. A divisive merger is similar to a traditional merger in a sense that the agreement and plan of merger must clearly identify the assets and liabilities allocated to each entity involved and no actual assignment document is required. Subsequently, the entity holding such liabilities files Chapter 11 in an effort to achieve a global resolution of the claims, including a stay of litigation and a non-consensual third-party release of all claims against, its non-debtor affiliates. Under the proposed amendment to 11 U.S.C. § 1112, a court should dismiss a Chapter 11 case if the debtor or its "predecessor" was subject to, "formed[,] or organized in connection with a divisional merger or equivalent transaction" which "had the intent or foreseeable effect of separating material assets from material liabilities" and 'assigning or allocating all or a substantial portion of those liabilities to the debtor" during the ten year period before the date of filing the petition. Conclusion While there is a lot of wood to chop before the bill or any of its provisions become law, one should take note of Congress's awareness of developments in bankruptcy practice and the tools being utilized by the bankruptcy process to accomplish the successful reorganization of financially troubled companies. While Congress is focusing on practices some of its members view as unacceptable, Congress will be well advised to proceed with caution. Troubled companies, including those with mass tort liabilities and other claims giving rise to crushing litigation costs and seemingly endless assault on the judiciary's time and resources, should be able to avail themselves of the flexible tools required to accomplish a successful reorganization, with the bankruptcy court serving as a gatekeeper protecting all interests at play. Congress should be careful to not throw out the baby with the bath water. [*] Conn. AG Co-Leads in Bankruptcy Venue Reform Act Passage ------------------------------------------------------------ Phil Hall, writing for Westchester and Fairfield County Business Journals, reports that Connecticut Attorney General William Tong has taken a co-leadership role in a coalition of 43 attorneys general calling on Congress to pass the Bankruptcy Venue Reform Act of 2021. According to a letter sent to congressional leaders, Tong and his fellow attorneys general stated the bipartisan legislation would end the concept of "forum shopping" that enables corporations to pick what they perceive as the most favorable district for bankruptcy filings. Unlike individuals who can only file for bankruptcy in their residential district, corporations can file either in their district of incorporation, where they have their principal place of business or assets, or where an affiliate office has been created or located. If passed, the Bankruptcy Venue Reform Act of 2021 would restrict corporate bankruptcy filings in the jurisdiction where their "principal assets" or their "principal place of business" are located. The attorneys general added that the legislation would also help consumers and other parties to be represented in court without undue burden and would assist the states in guarding their financial interests and enforcing their consumer protection laws. "Forum shopping undermines the integrity of our bankruptcy system and needs to end," Tong said. "Corporations should file for bankruptcy wherever their principal assets or place of business is located, not wherever they hope to secure most favorable treatment." [*] Healthcare Companies That Filed for Bankruptcy in 2021 ---------------------------------------------------------- Ayla Ellison of Beckers Hospital Review reports that 14 healthcare companies filed for bankruptcy protection in 2021. Business bankruptcies have fallen to historic lows this year thanks in part to a flood of liquidity keeping companies afloat during the COVID-19 pandemic, according to an S&P Global Market Intelligence report. Thirty companies filed for bankruptcy in October 2021, down slightly from 32 filings in September. In the first 10 months of this year, 364 corporate bankruptcy cases were filed, less than in any of the previous 11 years, according to the report published Nov. 8, 2021. Fourteen healthcare companies filed for bankruptcy this year, including two in October, according to the S&P report. Sixty-one consumer discretionary companies entered bankruptcy this year, the most of any sector. In line with healthcare sector trends, there has been a sharp decline in hospital bankruptcies this year. More than 25 hospitals entered bankruptcy last year, and only a few have filed for Chapter 11 bankruptcy this 2021. The S&P report includes information about private companies with assets or liabilities of at least $10 million at the time of filing and public companies or private companies with public debt with at least $2 million in assets or liabilities at the time of filing. [^] BOND PRICING: For the Week from November 8 to 12, 2021 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Basic Energy Services Inc BASX 10.750 7.250 10/15/2023 Basic Energy Services Inc BASX 10.750 15.125 10/15/2023 Buffalo Thunder Development Authority BUFLO 11.000 50.000 12/9/2022 Carlson Travel Inc CARLTV 11.500 3.000 12/15/2026 Carlson Travel Inc CARLTV 11.500 34.500 12/15/2026 Comcast Corp CMCSA 3.100 100.082 4/1/2025 Endo Finance LLC ENDP 5.750 92.944 1/15/2022 Endo Finance LLC ENDP 5.750 92.944 1/15/2022 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 0.955 0.072 1/30/2037 Flexential Intermediate PEAKTE 11.250 108.625 8/1/2024 Flexential Intermediate PEAKTE 11.250 108.375 8/1/2024 GNC Holdings Inc GNC 1.500 1.250 8/15/2020 GTT Communications Inc GTTN 7.875 11.064 12/31/2024 GTT Communications Inc GTTN 7.875 12.250 12/31/2024 Goodman Networks Inc GOODNT 8.000 38.000 5/11/2022 Hanesbrands Inc HBI 5.375 104.237 5/15/2025 Lowe's Cos Inc LOW 3.800 99.939 11/15/2021 MAI Holdings Inc MAIHLD 9.500 19.095 6/1/2023 MAI Holdings Inc MAIHLD 9.500 19.125 6/1/2023 MAI Holdings Inc MAIHLD 9.500 19.095 6/1/2023 MBIA Insurance Corp MBI 11.384 10.250 1/15/2033 MBIA Insurance Corp MBI 11.384 10.104 1/15/2033 MF Global Holdings Ltd MF 9.000 15.625 6/20/2038 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 MUFG Americas Holdings Corp UNBC 3.000 105.858 2/10/2025 Marathon Petroleum Corp MPC 4.750 100.173 12/15/2023 Nine Energy Service Inc NINE 8.750 53.615 11/1/2023 Nine Energy Service Inc NINE 8.750 52.920 11/1/2023 Nine Energy Service Inc NINE 8.750 52.931 11/1/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.836 1/29/2020 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Revlon Consumer Products REV 6.250 45.314 8/1/2024 Riverbed Technology Inc RVBD 8.875 67.500 3/1/2023 Riverbed Technology Inc RVBD 8.875 67.500 3/1/2023 Rolta LLC RLTAIN 10.750 1.092 5/16/2018 SAFG Retirement Services AIG 5.600 224.695 7/31/2097 Sears Holdings Corp SHLD 6.625 3.250 10/15/2018 Sears Holdings Corp SHLD 6.625 3.439 10/15/2018 Sears Roebuck Acceptance SHLD 7.500 1.162 10/15/2027 Sears Roebuck Acceptance SHLD 7.000 1.107 6/1/2032 Sears Roebuck Acceptance SHLD 6.750 1.357 1/15/2028 Sears Roebuck Acceptance SHLD 6.500 0.999 12/1/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Talen Energy Supply LLC TLN 4.600 97.095 12/15/2021 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Trousdale Issuer LLC TRSDLE 6.500 33.000 4/1/2025 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. 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